REG - Bigblu Broadband PLC - Notice of GM

Bigblu BroadbandAnnouncement

19/11/2025 09:30

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RNS Number : 1731I  Bigblu Broadband PLC  19 November 2025

Certain information contained within this Announcement is deemed by the
Company to constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014 ("MAR") as applied in the United Kingdom. Upon
publication of this Announcement, this information is now considered to be in
the public domain

19 November 2025
 
                                For immediate
release

 

Bigblu Broadband plc

('BBB', the 'Group' or the 'Company')

 

Publication of circular and Notice of General Meeting

Bigblu Broadband plc (AIM: BBB.L) today announces that it is posting a
circular to shareholders (the "Circular") regarding the proposed cancellation
of admission of its Ordinary Shares to trading on AIM (the "Cancellation"),
and, subject to and conditional upon the Cancellation becoming effective, the
re-registration as a private limited company and the adoption of new articles
of association for the Company (the "Proposals").

The Proposals are subject to shareholder approval and the Circular, together
with an accompanying notice of general meeting (the "Circular"), will be sent
to shareholders and will shortly be uploaded to the Company's website at
www.bbb-plc.com (http://www.bbb-plc.com) . The Circular will contain, amongst
other things, the background to and reasons for the Proposals.

In accordance with AIM Rule 41, the Cancellation is conditional upon the
approval of shareholders representing not less than 75% of votes cast by
shareholders at the General Meeting. The resolutions to re-register the
Company as a private company and to adopt the new articles of association for
the Company will be subject to and conditional upon the Cancellation becoming
effective and will also require the approval of not less than 75% of votes
cast by shareholders at the General Meeting.

Pursuant to Rule 41 of the AIM Rules, the Company through its nominated
adviser, Cavendish Capital Markets Limited, has notified the London Stock
Exchange of the date of the proposed Cancellation which is expected to become
effective at 7.00 a.m. on 18 December 2025 if the Cancellation Resolution is
passed at the General Meeting.

As set out below, the Company has convened a general meeting to seek
Shareholder approval for the Cancellation (the "General Meeting"). The General
Meeting will be held at the offices of Harwood Capital LLP at, 6 Stratton
Street, Mayfair, London W1J 8LD at 10.00 a.m. on 8 December 2025. The
Resolutions to approve the Cancellation is to be proposed as a special
resolution at the General Meeting to approve the Cancellation.

Recommendation

The Board considers the Resolutions are in the best interests of the Company
and its Shareholders as a whole. Accordingly, the Board unanimously recommends
that Shareholders vote in favour of the Resolutions as the Directors who hold
Ordinary Shares intend to do for their respective individual beneficial
holdings of, in aggregate, 1,055,749 Ordinary Shares, representing
approximately 2.42 per cent. of the Company's issued share capital as at 18
November 2025 (being the latest practicable date before the publication of
this announcement).

Unless otherwise defined, capitalised terms within this announcement have the
same meaning as set out in the Definitions section within the Circular.

Expected timetable of principal events

 Announcement of proposed Cancellation and notice provided to the London Stock  19 November 2025
 Exchange of the proposed Cancellation under AIM Rule 41
 Posting of the Circular and notice of General Meeting                          19 November 2025
 Latest time and date for receipt of proxy votes for the General Meeting        10.00 a.m. on 4 December 2025
 General Meeting                                                                10.00 a.m. on 8 December2025
 Result of General Meeting announced                                            8 December 2025
 Expected last day of dealings in Ordinary Shares on AIM                        17 December 2025
 Expected time and date of Cancellation                                         7.00 a.m. on 18 December 2025
 Expected re-registration as a private company                                  By 31 December 2025

Notes:

1                 All times are references to London times and are
indicative only and may change. Each of the above times and dates is based on
the Company's expectations as at the date of this Circular. If any of the
above times and/or dates change, the revised times and/or dates will be
notified to Shareholders by an announcement through a Regulatory Information
Service.

2                 All events in the above timetable following the
General Meeting are conditional, inter alia, upon the approval of all the
Resolutions.

3                 All times referred to in this announcement
are, unless otherwise stated, references to London time.

 

For further information:

 Bigblu Broadband Group PLC                            www.bbb-plc.com (http://www.bbb-plc.com)
 Frank Waters (CEO)
 Cavendish Capital Markets Limited (Nomad and Broker)  Tel: +44 (0)20 7220 0500

 Marc Milmo / Finn Gordon (Corporate Finance)

 Tim Redfern / Harriet Ward (ECM)

About Bigblu Broadband plc

Bigblu Broadband plc (AIM: BBB.L) is focused on supporting its retained
shareholdings in Skymesh and Quickline to realise value for BBB shareholders
as well as driving its Starlink performance.

1.    Background to and reasons for the Cancellation

On 23 December 2024, the Company announced the completion of the disposal of
its Australian subsidiary, SkyMesh, to SKM Telecommunication Services Pty Ltd
("Disposal"). Pursuant to the terms of the Disposal, the Company received a
cash payment of AUD$30.0 million (c.£14.9 million) which enabled the Company
to repay in full its outstanding credit facility with Santander and return
£6.1 million to shareholders by way of a tender offer.

The Company has a current market capitalisation of c.£8.1 million and has the
following assets and trading operations:

·  its trading operations in New Zealand;

·  its subsidiary, Bigblu Broadband Group Services Ltd, which controls the
direct and indirect distribution of Starlink;

·  a 2.8 per cent. shareholding in Quickline Communications, together with
loan notes issued with a carrying amount of £4.0m million as at 31 May 2025,
and monthly accrued interest income of c.£15k; and

·  a c.33.9 per cent. interest in SKM Telecommunication, the entity that
acquired SkyMesh (25 per cent. on a fully diluted basis).

In addition, pursuant to the terms of the disposal of SkyMesh, there is a
deferred consideration element that could be paid to the Company. However,
whether or not any additional proceeds are due to the Company is subject to a
number of conditions relating to the performance of SkyMesh.

On 29 August 2025, the Company announced its interim results for the six
months ended 31 May 2025 which reported total revenues for the Group of £0.3m
and an adjusted EBITDA1loss of £0.2m. Having successfully sold the
significant majority of the Company's trading assets over the last five years,
the Board has carefully considered the merits of maintaining its listing on
AIM. As part of these considerations, the Board has taken into account the
management time, the associated additional adviser costs and regulatory burden
associated with maintaining the Company's admission to trading on AIM. Having
regard to the current size and position of the Company, the Board has
concluded that the costs and constraints of remaining on AIM are no longer
justified.

Following the Cancellation, the Board's strategy will remain focused on
looking to maximise the value it is able to realise from its remaining assets
and interests and then returning this value created to Shareholders.

The Company is therefore convening the General Meeting for 10.00 a.m. on 8
December 2025 to seek Shareholder approval for, inter alia, the Cancellation.
In accordance with the AIM Rules, the Cancellation must be approved by not
less than 75 per cent. of votes cast (in person or by proxy) by Shareholders
at the General Meeting.

1Adjusted EBITDA is stated before interest, taxation, depreciation,
amortisation, share based payments and exceptional items. It also excludes
property lease costs which, under IFRS 16, are replaced by depreciation and
interest charges.

2.       Principal effects of the Cancellation

The principal effects of the Cancellation will include the following:

●        Shareholders will no longer be able to buy and sell Ordinary
Shares through a public stock market (other than a limited off-market
mechanism provided by the Matched Bargain Facility);

●        in the absence of a formal market and quote, it may be more
difficult for Shareholders to determine the market value of their investment
in the Company at any given time;

●        the Company will no longer be required to announce material
events or interim results;

●        the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no longer apply and
the Company will no longer be subject to UK MAR or Disclosure Guidance and
Transparency Rules and so will therefore no longer be required to disclose
significant shareholdings in the Company;

●        the Company will no longer be subject to the AIM Rules, with
the consequence that Shareholders will no longer be afforded the protections
given by the AIM Rules. Such protections include a requirement to obtain
shareholder approval for reverse takeovers and fundamental changes in the
Company's business and to announce, inter alia, certain substantial and/or
related party transactions;

●        the required levels of disclosure and corporate governance
within the Company will not be as stringent as for a company quoted on AIM;

●        Cavendish will cease to be the Company's nominated adviser
and broker; and

●        the Cancellation may have personal taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax position
should consult their own professional independent tax adviser.

Shareholders should note that the Takeover Code will continue to apply to the
Company provided its registered office is in the UK, the Channel Islands or
the Isle of Man for a period of two years following the date of the
Cancellation. After this period, the Code will cease to apply to the Company.
Further details regarding the scope and applicability of the Takeover Code are
set out in Part 2 of this Circular. The Company will continue to be subject to
the Act (which requires Shareholders' approval for certain matters) following
the Cancellation.

3.       Process for the Cancellation

Under the AIM Rules, it is a requirement that the Cancellation must be
approved by not less than 75 per cent. of votes cast (in person or by proxy)
by Shareholders at the General Meeting. Accordingly, the Company has today
published the Circular including a notice of General Meeting that contains
Resolutions to approve the Proposals. Furthermore, Rule 41 of the AIM Rules
requires any AIM company that wishes the London Stock Exchange to cancel the
admission of its shares to trading on AIM to notify Shareholders and to
separately inform the London Stock Exchange of its preferred cancellation date
at least 20 clear business days prior to such date. The Company will make the
relevant notifications today, 19 November 2025.

In addition, a period of at least five clear Business Days following
Shareholders' approval of the Cancellation is required before the Cancellation
may become effective. The Cancellation Resolution seeks the approval of
Shareholders for the Cancellation. Assuming the Resolutions are passed at the
General Meeting, it is proposed that the last day of dealings in the Ordinary
Shares on AIM will be 17 December 2025 and that Cancellation will take effect
at 7.00 a.m. on 18 December 2025.

4.    Ordinary Share dealing prior to Cancellation

If Shareholders wish to buy or sell Ordinary Shares on AIM they must do so
prior to the Cancellation becoming effective. As noted above, in the event
that Shareholders approve the Resolutions, it is anticipated that the last day
of dealings in the Ordinary Shares on AIM will be 17 December 2025 and that
the effective time and date of the Cancellation will be 7.00 a.m. on 18
December 2025.

5.    Process for Re-Registration

Following the Cancellation, the Board believe that the requirements and
associated costs of the Company maintaining its public company status will be
difficult to justify and that the Company will benefit from the more flexible
requirements and lower costs associated with private limited company status.
It is therefore proposed to re-register the Company as a private limited
company in accordance with the Act. In connection with the Re-registration, it
is proposed that the New Articles be adopted to reflect the change in the
status of the Company to a private limited company. The principal effects of
the Re-registration and amendment to the current Articles on the rights and
obligations of Shareholders and the Company are summarised in Part 4 of the
Circular.

A copy of the New Articles and the Circular will shortly be able to be found
at https://bbb-plc.com/investor- information/aim-rule-26
(https://bbb-plc.com/investor-%20information/aim-rule-26) .

Under the Act and the current Articles, the Re-registration and the adoption
of the New Articles must be approved by Shareholders holding not less than 75
per cent. of votes cast by Shareholders at the General Meeting. Accordingly,
the Notice of General Meeting contains a special resolution to approve the
Re-registration and adopt the New Articles.

If the Resolutions are approved at the General Meeting, an application will be
made to the Registrar of Companies for the Company to be re-registered as a
private limited company once the Cancellation has occurred. Re-registration
will take effect when the Registrar of Companies issues a certificate of
incorporation on Re-registration. The Registrar of Companies will issue the
certificate of incorporation on Re-registration when it is satisfied that no
valid application can be made to cancel Resolution 2 or such that any such
application to cancel Resolution 2 has been determined and confirmed by the
court.

If the Resolutions are passed at the General Meeting, it is anticipated that
the Re-registration will become effective by 31 December 2025.

6.    Provision of information, services and facilities following the Cancellation

The Company currently intends to continue to provide certain information and
services to Shareholders following the Cancellation. The Company intends to:

·  continue to communicate information about the Company (including annual
accounts) to its Shareholders, as required by the Act;

·  keep Shareholders updated on material events and items that effect the
Company;

·  the extent appropriate, maintain its auditor and remuneration committees;

·  continue, for foreseeable future following the Cancellation, to maintain
its website, https://bbb-plc.com and to post updates on the website from time
to time, although Shareholders should be aware that there will be no
obligation on the Company to include all of the information required under the
Disclosure Guidance and Transparency Rules, AIM Rule 26, UK MAR or to update
the website as currently required by the AIM Rules; and

·  following the Cancellation make available to Shareholders, through JP
Jenkins, the Matched Bargain Facility (as further described below and in the
Circular) which will allow Shareholders to buy and sell Ordinary Shares on a
matched bargain basis following the Cancellation.

7.    Transactions in the Ordinary Shares prior to and post the proposed Cancellation

Prior to the Cancellation

Shareholders will be able to continue trading in the Ordinary Shares on AIM
prior to the Cancellation.

Following the Cancellation

The Company has made arrangements for a Matched Bargain Facility to assist
Shareholders to trade in the Ordinary Shares to be put in place from the date
of the Cancellation, if the Resolutions are passed. The Matched Bargain
Facility will be provided by JP Jenkins. JP Jenkins is a liquidity venue for
unlisted or unquoted assets in companies, enabling shareholders and
prospective investors to buy and sell equity on a matched bargain basis.

Under the Matched Bargain Facility, Shareholders or persons wishing to acquire
or dispose of Ordinary Shares will be able to leave an indication with JP
Jenkins, through their stockbroker (JP Jenkins is unable to deal directly with
members of the public), of the number of Ordinary Shares that they are
prepared to buy or sell at an agreed price. In the event that JP Jenkins is
able to match that order with an opposite sell or buy instruction, it would
contact both parties and then effect the bargain (trade). Shareholdings remain
in CREST and can be traded during normal business hours via a UK regulated
stockbroker. Should the Cancellation become effective, and the Company puts in
place the Matched Bargain Facility, details will be made available to
Shareholders on the Company's website at https://bbb-plc.com
(https://bbb-plc.com) .

Following the Cancellation, the provision of the Matched Bargain Facility will
be kept under review by the Board and, in determining whether to continue to
offer a Matched Bargain Facility, the Company shall consider expected (and
communicated) Shareholder demand for such a facility as well as the
composition of the Company's register of members and the costs to the Company
and Shareholders. Shareholders should therefore note that there can be no
certainty that the Matched Bargain Facility will continue to be in place for
an extended period of time following the Cancellation.

There can be no guarantee as to the level of the liquidity or marketability of
the Ordinary Shares under the Matched Bargain Facility, or the level of
difficultly for Shareholders seeking to realise their investment under the
Matched Bargain Facility.

Before giving your consent to the Cancellation, you may want to take
independent professional advice from an appropriate independent financial
adviser.

If Shareholders wish to buy or sell Ordinary Shares on AIM they must do so
prior to the Cancellation becoming effective. As noted above, in the event
that Shareholders approve the Cancellation, it is anticipated that the last
day of dealings in the Ordinary Shares on AIM will be 17 December 2025 and
that the effective date of the Cancellation will be 7.00 a.m. on 18 December
2025.

8.       Proposals to be voted on at the General Meeting

The General Meeting will be held at the offices of Harwood Capital LLP at, 6
Stratton Street, Mayfair, London W1J 8LD at 10.00 a.m. on 8 December 2025. The
Resolutions to be proposed at the General Meeting, which are summarised below,
are necessary for the implementation of the Proposals.

Resolution 1 (Special Resolution)

·    The cancellation of the admission of the Ordinary Shares to trading
on AIM be approved.

  Resolution 2 (Special Resolution)

·  The re-registration of the Company as a private limited company,
conditional on the Cancellation becoming effective.

·  The name of the Company be changed to Bigblu Broadband Limited; and

·  The adoption of the New Articles in substitution for and to the exclusion
of the existing Articles, conditional on the Cancellation becoming effective.

9.       Action to be taken

General Meeting

The appointment of a proxy will not preclude Shareholders from attending and
voting in person at the General Meeting or any adjournment thereof, if they so
wish and are so entitled.

Shareholders can vote either:

●        by visiting www.shareregistrars.uk.com and following the
instructions. Shareholders will need to use their personal proxy registration
code as shown on the form of proxy to facilitate this.

●        Completing the hard copy Form of Proxy included with this
Circular. The Form of Proxy should be completed and returned in accordance
with the instructions printed thereon so as to arrive at Share Registrars, 3
The Millenium Centre, Crosby Way, Farnham, Surrey GU9 7XX by 10.00 a.m. on 4
December 2025.

●        in the case of CREST members, by utilising the CREST
electronic proxy appointment service in accordance with the procedures set out
in the notes to the Notice of General Meeting.

 

10.    Recommendation

The Board considers the Resolutions are in the best interests of the Company
and its Shareholders as a whole. Accordingly, the Board unanimously recommends
that Shareholders vote in favour of the Resolutions as the Directors who hold
Ordinary Shares intend to do for their respective individual beneficial
holdings of, in aggregate, 1,055,749 Ordinary Shares, representing
approximately 2.42 per cent. of the Company's issued share capital as at 18
November 2025 (being the latest practicable date before the publication of
this announcement).

 

 

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