REG - Bigblu Broadband PLC - Proposed Sale of SkyMesh Pty Ltd

Bigblu BroadbandAnnouncement

02/12/2024 07:30

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RNS Number : 3744O  Bigblu Broadband PLC  02 December 2024

The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018. The information is
disclosed in accordance with the Company's obligations under Article 17 of the
UK MAR. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.

 

Bigblu Broadband plc

("BBB" or the "Company")

Proposed sale of SkyMesh Pty Ltd

Bigblu Broadband plc (AIM: BBB.L), a leading provider of alternative
super-fast and ultra-fast broadband services, announces that it has
conditionally agreed to sell (the "Disposal") its Australian subsidiary to a
newly formed bidco called SKM Telecommunication Services Pty Ltd. SKM
Telecommunication has been established by Salter Brothers Asset Management for
the purposes of the acquisition. The Disposal has a total consideration of up
to AUD$50.20m (c.£25.67 million) (the "Headline Price").

The Headline Price to be paid in connection with the Disposal will be settled
as follows:

·      59.8% of the Headline Price (c.AUD$30.00 million (c.£15.35
million) in cash, up to a cap of AUD$30 million (the "Completion Payment
Cap"), on the Completion Date (the "Completion Payment"); plus

·      the issue to the Company of the Consideration Shares,
representing 26.5% of the Headline Price, issued to the Company on the
Completion Date; plus

·      the following cash amounts to be paid to the Company on the first
anniversary of the Completion Date:

(i)    13.7% of the Headline Price (c.AUD$6.88 million (c.£.3.52
million)); plus

(ii)    a cash amount equal to Skymesh's net profit after tax, before
depreciation and amortisation and unrealised foreign exchange movements, but
including management fees and exceptional items, for the month of November
2024; plus

(iii)   an amount equal to the excess of the Completion Payment above the
Completion Payment Cap if applicable; less

(iv)   the balance of the Skymesh customer debt not collected during the
period of 6 months from 1 February 2025 which is greater than 120 days overdue
relating to the implementation of the Pathfinder system in July 2023 which
resulted in approximately $2.80 million (the "Pathfinder Implementation Debt")
not being invoiced or slow to be invoiced and the subsequent delayed
collection of such due payments from customers; less

(v)   the costs incurred by SKM Telecommunication in undertaking a recovery
program of the Pathfinder Implementation Debt under the direction of the
Company.

 

The Headline Price represents an excellent return of c.$27.2 million up to 2.2
times on the aggregate consideration paid by the Group to acquire SkyMesh and
subsequent SkyMesh acquisitions.

 

The Completion Payment after transaction fees of £14.35 million will be used
to pay down the current revolving credit facility (RCF) with Santander Bank as
appropriate relative to the needs of the ongoing business units.

 

The Consideration Shares will initially represent 33.7% of the ongoing
business pre-dilution.

 

Frank Waters, Chief Executive Officer of the Company, commented:

"I am pleased with this transaction, which delivers value to BBB shareholders
and aligns with our strategic objectives. The transaction with SKM
Telecommunication is an important one which brings both transformative
industry expertise and growth capital, positioning SkyMesh for an exciting and
dynamic next phase of its development."

Notice of General Meeting

In view of the size of the Disposal relative to the existing size of the
Company (including SkyMesh), the Disposal constitutes a fundamental change of
business for the Company in accordance with Rule 15 of the AIM Rules. As such,
it is a requirement of the AIM Rules that the Disposal be approved by
Shareholders at a general meeting of the Company. The Disposal is therefore
conditional on the approval of the Resolution set out in the Notice of General
Meeting.

 

A Circular and notice convening the General Meeting, to be held be at the
offices of Harwood Capital LLP, 6 Stratton Street, Mayfair, London W1J 8LD on
20 December 2024 at 9:00 a.m, will be posted to Shareholders shortly and will
be available on the Company's website at www.bbb-plc.com
(http://www.bbb-plc.com) . The General Meeting will be convened to consider,
and it thought fit, approve the Resolution set out in the Circular and notice.

 

Recommendation

 

The Board considers the Disposal and the passing of the Resolution to be in
the best interests of Shareholders as a whole. Accordingly, the Board will be
recommending that Shareholders vote in favour of the Resolution as they intend
to do in respect of their shareholdings amounting to 1,312,914 Ordinary Shares
representing 2.23% of the Company's total voting rights.

 

 

For further information

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

 Marc Milmo / Finn Gordon (Corporate Finance)

 Tim Redfern / Harriet Ward (ECM)

 

Cautionary note regarding forward-looking statements

 

This announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "forecasts", "plans", "prepares", "targets",
"anticipates", "projects", "expects", "intends", "may", "will", "seeks", or
"should" or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future
events or intentions. These forward-looking statements include all matters
that are not historical facts. They appear in a number of places throughout
this announcement and include statements regarding the Company's and the
Directors' intentions, beliefs or current expectations concerning, amongst
other things, the Company's prospects, growth and strategy. No statement in
this announcement is intended to be a profit forecast and no statement in this
announcement should be interpreted to mean the Company's performance in future
would necessarily match or exceed the historical published performance of the
Company.

 

By their nature, forward-looking statements involve risks and uncertainties
because they relate to future events and depend on circumstances that may or
may not occur in the future. Forward-looking statements are not guarantees of
future performance. The Company's actual performance, achievements and
financial condition may differ materially from those expressed or implied by
the forward-looking statements in this announcement. In addition, even if the
Company's results of operations, performance, achievements and financial
condition are consistent with the forward-looking statements in this
announcement, those results or developments may not be indicative of results
or developments in subsequent periods.

 

Any forward-looking statements that the Company makes in this announcement
speak only as of the date of such statement, and none of the Company or the
Directors undertake any obligation to update such statements unless required
to do so by applicable law. Comparisons of results for current and any prior
periods are not intended to express any future trends or indications of future
performance, unless expressed as such, and should only be viewed as historical
data.

 

Proposed disposal of SkyMesh Pty Ltd

1             INTRODUCTION

 

The Company is pleased to announce that it has conditionally agreed to sell
the entire issued share capital of SkyMesh to SKM Telecommunication for a
headline price of c.AUD$50.2 million (the "Headline Price")
(c.£25.67million).

 

The transaction will be implemented through the sale by the Company of the
entire issued share capital of SkyMesh.

 

The Board believes that the Disposal provides the Company with the opportunity
to realise an excellent valuation on its asset, generates an initial
meaningful cash consideration for Shareholders whilst also retaining a
shareholding in the business and therefore continued exposure to any potential
upside from SkyMesh under SKM Telecommunication's ownership.

 

The net proceeds from the Completion Payment, after the repayment of part of
the Group's outstanding debt, and the payment of all transaction and deal
associated costs, is expected to be approximately £7.9 million. Following
Completion, the Directors of the Company will review the current and future
capital requirements of the Group and expect to undertake a return of cash to
Shareholders having regard to its ongoing capital requirements. Further
details of the amount and method of such return will be sent to Shareholders
in due course.

 

The Disposal is of sufficient size relative to that of the Group (including
Skymesh) to constitute a disposal resulting in a fundamental change of
business pursuant to Rule 15 of the AIM Rules and Completion is, therefore,
conditional upon (amongst other things) the approval of Shareholders at a
General Meeting of Bigblu Broadband. A Circular, including a Notice of General
Meeting, will be posted to Shareholders shortly.

 

The purpose of this Circular is to: (i) provide you with information about the
background to and the reasons for the Disposal; (ii) explain why the Board
considers the Disposal to be in the best interests of the Company and its
Shareholders as a whole; and (iii) explain why the Board recommends that you
vote in favour of the Resolution to be proposed at the General Meeting, notice
of which is set out at the end of this Circular.

 

The Directors (together with their associated interests) have irrevocably
undertaken to vote in favour of the Resolution in respect of the 1,312,914
Ordinary Shares in which they are interested, representing approximately 2.23%
of the issued ordinary share capital of Bigblu Broadband.

 

2             BACKGROUND TO AND REASONS FOR THE DISPOSAL

 

2.1          Information on SkyMesh

SkyMesh was acquired by the Group in 2016 and together with subsequent
acquisitions made by the Company, BBB has paid in aggregate a total
consideration of AUD$23.0 million. Since that time the business has grown
organically and through acquisition such that SkyMesh is now a leading
Australian satellite broadband service provider with over 50,000 customers as
at 31 October 2024. It has been named Best Satellite NBN Provider for six
consecutive years (2019 - 2024) and had a total market share of 46% of NBNCo
Skymuster as at 30 September 2024.

 

For the year ended 30 November 2023, excluding the New Zealand business that
will remain with the Group, SkyMesh generated audited revenue of c.£25.4
million and audited adjusted EBITDA of c.£5.2million.  For the six months to
31 May 2024, SkyMesh generated unaudited revenues of c.£11.0 million and
unaudited adjusted EBITDA of c.£1.7 million. As at 31 May 2024, the unaudited
net assets of SkyMesh were approximately negative £3.1 million

 

2.2          Background to the Disposal

As noted above, under the Company's ownership, SkyMesh has successfully grown
into being a leading satellite broadband provider in Australia. The Directors
believe that SkyMesh continues to have a strong future as a subsidiary of a
listed company. However, it also recognises the importance of having local
leadership to fully capitalise on the market opportunity before SkyMesh.
Furthermore, as the Board has consistently stated since the disposal of its
European operations to Eutelsat in 2020 and the sale of Quickline to Northleaf
in 2021, the Board has always had regard to maximising the inherent value
within its operating assets. To that end, over the last two years, the Board
has engaged with advisors in Australia to explore all options to realise value
for Shareholders from SkyMesh, which could have included an MBO supported by
private equity, a trade sale or an ASX listing of SkyMesh. After exploring all
options, the terms set out by SKM Telecommunications provided, in the Board's
opinion, the best value for Shareholders.

 

The valuation achieved for SkyMesh of up to AUD$50.20 million (c£25.67
million) (representing the aggregate of Completion Payment of AUD$30.00
million (reflecting the Completion Payment Cap), deferred contingent cash
consideration of up to c.AUD$6.88 million and c.AUD$13.30 million worth of
shares in SKM Telecommunication) represents an excellent return of c.$27.2
million up to 2.2 times on the aggregate consideration paid by the Group to
acquire SkyMesh and subsequent acquisitions into SkyMesh. In the Board's view,
the excellent return achieved on the Disposal reflects the value created by
the strategic positioning of the SkyMesh business. Furthermore, as well as
providing the Company with an immediate cash return, the Disposal will also
provide the Company with an opportunity to benefit from the potential upside
in the future trading of SkyMesh given the proposed ongoing 33.7% shareholding
in SKM Telecommunication on Completion, on the assumption that the Acquisition
Capital Raise is fully subscribed. The Disposal is not contingent on the
Acquisition Capital Raise.

 

The immediate net cash proceeds due to the Company on Completion (after the
repayment of all outstanding debt in the Group and the payment of all advisor
fees and costs associated with the Disposal) of c£7.9 million from the
Disposal will once again enable the Board of Bigblu Broadband to explore means
of returning capital to shareholders. The Board has undertaken to review with
its advisers the steps needed to enable a return of any surplus cash to
shareholders, within the next six months (subject to the financial
requirements of the Group at the time and the requirements of the Act) if it
is practical to do so.

 

2.3          Proceeds

The Headline Price to be paid in connection with the Disposal will be settled
as follows:

 

·      59.8% of the Headline Price (c.AUD$30.00 million (c.£15.35
million)) in cash, up to a cap of $30.00 million (the "Completion Payment
Cap"), on the Completion Date (the "Completion Payment"); plus

·      the issue to the Company of the Consideration Shares,
representing 26.5% of the Headline Price, issued to the Company on the
Completion Date; plus

·      the following cash amounts to be paid to the Company on the first
anniversary of the Completion Date:

(i)    13.7% of the Headline Price (c.AUD$6.88 million (c.£.3.52
million)); plus

(ii)    a cash amount equal to Skymesh's net profit after tax, before
depreciation and amortisation and unrealised foreign exchange movements, but
including management fees and exceptional items, for the month of November
2024; plus

(iii)   an amount equal to the excess of the Completion Payment above the
Completion Payment Cap if applicable; less

(iv)   the balance of the Skymesh customer debt not collected during the
period of 6 months from 1 February 2025 which is greater than 120 days overdue
relating to the implementation of the Pathfinder system in July 2023 which
resulted in approximately $2.80 million (the "Pathfinder Implementation Debt")
not being invoiced or slow to be invoiced and the subsequent delayed
collection of such due payments from customers; less

(v)   the costs incurred by SKM Telecommunication in undertaking a recovery
program of the Pathfinder Implementation Debt under the direction of the
Company.

 

The Completion Payment after transaction fees of £14.35 million will be used
to pay down the current revolving credit facility (RCF) with Santander Bank of
up to £6.50 million, providing net cash proceeds for distribution to
shareholders of approximately £8 million. The Group are currently in
discussions with Santander about reducing the current RCF to £1 million to
£2 million, which will result in the net cash proceeds available for
distribution increasing to £8.85 million to £9.85 million. As noted above,
the Board will undertake a review of the current and future capital
requirements of the Group and expect to undertake a return of cash to
Shareholders having regard to the Company's ongoing capital requirements.

 

2.4          Board recommendation

The Directors consider the Disposal to be in the best interests of Bigblu
Broadband and its shareholders as a whole and accordingly unanimously
recommend Shareholders vote in favour of the Resolution to be proposed at the
General Meeting, having irrevocably undertaken to do so in respect of their
beneficial holdings amounting, in aggregate, to 1,312,914 Ordinary Shares,
representing approximately 2.23% of the issued ordinary share capital of
Bigblu Broadband.

 

2.5          Current trading and the Company post Completion

SkyMesh remains the leading Australian satellite broadband service provider,
having been named Best Satellite NBN Provider for the sixth year in succession
(2019-2024)

 

SkyMesh has continued to be the market leader in the satellite broadband
market with total market share as at 30 September 2024 of 46% of NBNCo
Skymuster. SkyMesh continues to command a majority market share of all new
orders placed and is considered the fastest growing operator in the GEO
satellite market.

 

Customer numbers post the implementation of the new system, the consolidation
of SIO's and the recent plan changes as at 31 October 2024 were approximately
c.50k.

 

Over the past 18 months, SkyMesh replaced their legacy systems with a
strategic investment of approximately £1.5 million. This comprehensive
upgrade introduced seamless integration with NBNCo for ordering, service
provisioning, and support. The new system streamlines customer onboarding,
enabling faster online setup. Sales operations have been refined, featuring
real-time order and sales monitoring. Enhanced security measures and
adaptability for future vendor integrations are now in place. While this major
project initially faced some hurdles, it has since resulted in a more robust
platform. SkyMesh has also expanded their IT workforce to further improve
systems, enhance reporting capabilities, and boost overall efficiency.

 

Skymesh has also refreshed its branding with a whole new website, logo and
tone of voice, in addition to launching a market leading consumer facing app
in July 2024 available in both Apple and Google App stores. The app will
redefine the way the business interacts with its customers and further drive
efficiencies in the customer experience.

 

Additionally, new product opportunities have arisen that SkyMesh is focusing
on as it wraps up the second half of 2024, with the potential to support
future growth in customer numbers and overall performance.

 

SkyMesh has implemented price adjustments and plan changes while renegotiating
contracts with suppliers, resulting in enhanced operating profitability.
Additionally, the company has initiated an internal sales optimisation project
aimed at improving sales delivery and controlling costs. These strategic
actions are designed to strengthen overall financial performance.

 

Should Shareholders approve the Disposal, post Completion the Company will be
left with the following assets and trading operations:

 

·      its trading operations in New Zealand;

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

·      a 2.8% shareholding in Quickline Communications, together with
loan notes issued with a carrying amount of £3.9m as at Nov-24, and monthly
accrued interest income of c.£15k;

·      a c.33.7% interest in SKM Telecommunication on Completion, the
entity that is acquiring SkyMesh, on the assumption that the Acquisition
Capital Raise is fully subscribed. The Company's effective shareholding is
expected to be c.24.7% on a fully diluted basis;

·      the net cash proceeds from the Disposal (having regard to the
repayment of part of the outstanding debt in the Company, the payment of
transaction fees associated with the Disposal and before any possible capital
return to Shareholders); and

·      the deferred cash consideration due to be paid in connection with
the Disposal.

The Company's trading operations in New Zealand, together with Bigblu
Broadband Group Services Ltd's distribution of Starlink, are forecast to
generate revenues of c.£0.5m in the financial year to 30 November 2024 and
are expected to generate revenues of c.£1m for FY25.

 

2.6          Information on SKM Telecommunication

SKM Telecommunication is a new company set up for the purposes of acquiring
SkyMesh. It was established with an Equity Investment Led by SBTF (with a
targeted equity commitment of up to A$5.25 million) and additional commitments
sought for up to A$20.00 million from Strategic Investors.

 

2.7          Terms of the Disposal

The Company and SKM Telecommunication entered into the Sale Agreement on 29
November 2024 pursuant to which the Company has conditionally agreed to sell
the entire issued share capital of SkyMesh to SKM Telecommunication.

 

The headline consideration payable to the Company under the Sale Agreement is
$50,197,993, as further detailed in the paragraph above headed "Proceeds". The
Sale Agreement contains certain customary representations, warranties,
indemnities and pre-and post-Completion undertakings.

 

The Company has also agreed certain customary non-solicitation and non-compete
provisions in relation to SkyMesh and its subsidiaries for a period following
Completion.

 

The Sale Agreement also contains certain termination rights exercisable by
either party on the occurrence of certain events, including if any conditions
are not capable of satisfaction following agreed cure periods. The Sale
Agreement is subject to certain conditions, including the approval of the
Disposal by Shareholders at the General Meeting.

 

In addition to the Sale Agreement, the Company will accede to the
Shareholders' Deed on Completion.

 

Further details of the Disposal and the associated transaction documents will
be set out in the Circular

 

Assuming that the Resolution is duly passed by Shareholders at the General
Meeting, it is expected that Completion will take place on the later of (i) 20
December 2024 and (ii) the date which is two Australian Business Days after
the conditions precedent to Completion have been satisfied or waived.

 

2.8          AIM Rule 15

In view of the size of the Disposal relative to the existing size of the
Company (including Skymesh), the Disposal constitutes a fundamental change of
business for the Company in accordance with Rule 15 of the AIM Rules. As such,
it is a requirement of the AIM Rules that the Disposal be approved by
Shareholders at a general meeting of the Company. The Disposal is therefore
conditional on the approval of the Resolution to be set out in the Notice of
General Meeting.

 

Following Completion, the Company will continue to own, control and conduct
trading businesses, activities and assets and will not therefore become an AIM
Rule 15 cash shell and as such will not be required to make an acquisition or
acquisitions which constitutes a reverse takeover under Rule 14 of the AIM
Rules.

 

3             GENERAL MEETING

 

The Disposal is conditional upon, amongst other things, Shareholder approval
being obtained at the General Meeting. Shareholders will find set out at the
end of the Circular being posted to Shareholders shortly a Notice of General
Meeting of the Company to be held at the offices of Harwood Capital LLP, 6
Stratton Street, Mayfair, London W1J 8LD on 20 December 2024 at 9:00 a.m. at
which the Resolution to approve the Disposal will be proposed.  The
Resolution will be proposed as an ordinary resolution, meaning it will require
a simple majority of the votes cast to be in favour in order for it to be
passed.

 

4             IRREVOCABLE UNDERTAKINGS

 

The Board has received irrevocable undertakings from Frank Waters, Christopher
Mills, Michael Tobin, Paul Howard and Philip Moses (representing approximately
2.23% of the Company's total voting right), to vote in favour of the
Resolution, which remains binding subject to a long stop date of the later of
20 December 2024 and the date which is two Australian Business Days after the
conditions precedent to Completion have been satisfied or waived, on which it
terminates.

 

5             RECOMMENDATION

 

The Board considers the Disposal and the passing of the Resolution to be in
the best interests of Shareholders as a whole. Accordingly, the Board will
recommend that Shareholders vote in favour of the Resolution as they intend to
do in respect of their shareholdings amounting to 1,312,914 Ordinary Shares
representing 2.23% of the Company's total voting rights.

 

DEFINITIONS

The following definitions apply throughout this Circular and the accompanying
Form of Proxy, unless the context otherwise requires:

"Acquisition Capital Raise" means the raising by SKM Telecommunication of up
to $25,000,000 via the issue of ordinary shares at $1.00 per share;

"AIM" means the market of that name operated by London Stock Exchange;

"AIM Rules" means the AIM Rules for Companies of London Stock Exchange;

"Australian Business Day" means a day (other than a Saturday or Sunday or
public holiday) on which the banks are open in Melbourne for normal banking
business;

"Business Day" means a day (other than a Saturday or Sunday or public holiday)
on which commercial banks are open in London for normal banking business and
the London Stock Exchange is open for trading;

"Cavendish" means Cavendish Capital Markets Limited, whose registered office
is at 1 Bartholomew Close, London, England, EC1A 7BL;

"Circular" means the circular to be posted to Shareholders shortly;

"Company" or "Bigblu Broadband" means Bigblu Broadband plc, a company
incorporated and registered in England and Wales with registered number
09223439;

"Completion" means completion of the Disposal in accordance with the terms of
the Sale Agreement;

"Completion Date" means the later of:

(a)        20 December 2024; and

(b)        2 Australian Business Days after the conditions precedent to
Completion have been satisfied      or waived;

"Consideration Shares" means 13,320,581 fully paid ordinary shares in SKM
Telecommunication issued at a price of $1.00 per share;

"Directors" or "Board" means the directors of the Company

"Disposal" means the proposed sale of the entire issued share capital of
SkyMesh, by the Company to SKM Telecommunication on the terms of the Sale
Agreement;

"General Meeting" means the general meeting of the Company to be held at
Harwood Capital LLP, 6 Stratton Street, Mayfair, London W1J 8LD, at 9:00 a.m.
on 20 December 2024 convened by the Notice of General Meeting and any
adjournment thereof;

"Group" means the Company, together with its subsidiaries (excluding Skymesh);

"Ordinary Shares" means ordinary shares of 15 pence each in the capital of the
Company;

"Resolution" means the resolution proposed to be passed at the General
Meeting;

"Sale Agreement" means the conditional agreement between the Company and SKM
Telecommunication relating to the Disposal dated 29 November 2024;

"SBAM" means Salter Brothers Asset Management Pty Ltd as trustee of Salter
Brothers Tech Fund;

"Shareholder" means a holder of Ordinary Shares;

"Shareholders' Deed" means the shareholders' deed between SKM
Telecommunication and SBAM relating to the relationship between SKM
Telecommunication and the shareholders of SKM Telecommunication and to which
the Company will accede with effect from Completion;

"SKM Telecommunication" means SKM Telecommunication Services Pty Ltd;

"SkyMesh" means SkyMesh Pty Ltd;

"Starlink" means Starlink Internet Services Pte. Ltd;

"Transaction Documents" means the Sale Agreement, Shareholders' Deed and TSA
Term Sheet;

"UK" means the United Kingdom of Great Britain and Northern Ireland.

References to "pounds", "sterling", "pence" and "£" are to the lawful
currency of the United Kingdom and references to "dollars", "Australian
dollars", "cents" and "$" are to the lawful currency of Australia.

 

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