European Satellite Broadband Disposal

RNS Number : 7336U

Bigblu Broadband PLC

31 July 2020

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014 ("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' or the 'Group')

Disposal of UK and European Satellite Broadband Operations

and

Notice of General Meeting

Bigblu Broadband plc (AIM: BBB.L), a leading provider of alternative super-fast broadband services, announces that it has conditionally agreed to sell the Company's UK and European satellite broadband operations (the "Sale Companies") to Eutelsat S.A. ("Eutelsat") for a maximum aggregate consideration of up to £39.3 million on a cash free/debt free basis (the "Disposal").   An   initial consideration of £37.8 million is payable in cash, with £36.8 million paid on Completion and £1 million, subject to adjustment, paid following the finalisation of completion accounts. Additional consideration of up to approximately £1.5 million could be paid over the course of the 12 months following completion, subject to certain conditions. Eutelsat will also be assuming certain existing net working capital creditors within the Sale Companies amounting to approximately £13.9 million. T he final consideration due to Bigblu is subject to other customary adjustments at completion, such as the actual working capital at completion against an agreed target level and adjustments for cash or debt items.

Upon completion, BBB's remaining operations will consist of its Australian operations (Skymesh Pty Limited), its majority interest in Quickline (QCL Holdings Limited) and its Nordics business (Bigblu Norge AS), (together, the "Continuing Group").

Andrew Walwyn will remain as CEO of the Continuing Group and will provide transitional and ongoing consultancy advice and support to the Sale Companies.

Rationale

Over the past five years, the Company has successfully executed its strategy of becoming a leading provider of last mile rural broadband solutions in certain European territories through a combined offering of both satellite and fixed wireless products. The Directors consider that the success of the Group's expansion of its satellite offering across Europe has made its business attractive to operators considering their position in the satellite broadband market in Europe, including the UK.

The Board believes that the Disposal provides the Company with the opportunity to crystalise an attractive return on invested capital with respect to the Sale Companies, reduce net debt and also to provide additional financial flexibility to support the further progress of the Continuing Group.

Highlights

· The maximum consideration payable by Eutelsat to the Company for the Sale Companies represents a premium of approximately 50 per cent. over the aggregate consideration paid during the Company's buy and build strategy.

· The Disposal allows the Company to transform its balance sheet. Net debt will be more than eliminated and creditors significantly reduced.

· The Board will focus on enhancing shareholder value from the Continuing Group, which has significant opportunities for continued growth. It will consider further strategic M&A alongside potential returns of capital to shareholders.

Notice of General Meeting

The Disposal is of sufficient size relative to that of the Existing Group 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 the approval of a simple majority of Shareholders at a General Meeting of the Company, and on certain regulatory approvals.

A Circular and notice convening the General Meeting, to be held at The Old Rectory, 72 Marychurch Street, London   SE16 4HZ   at 10.00 a.m. on 28th August 2020, will be posted to Shareholders shortly and will be available on the Company's website at www.bbb-plc.com. The General Meeting will be convened to consider, and if thought fit, approve the Resolution set out in the Circular and notice.

The Directors consider the Disposal to be in the best interests of the Company and the Shareholders as a whole. The Directors have irrevocably undertaken to vote in favour of the Resolution in respect of the 5,813,712 Ordinary Shares in which they are beneficially interested, representing approximately 10.1 per cent. of the issued ordinary share capital of the Company. Additional undertakings and letters of intent over 20,985,555 Ordinary Shares, representing a further 36.4 per cent. of the issued ordinary share capital have been obtained from other shareholders

Therefore, the Company has received irrevocable undertakings and letters of intent to vote in favour of the Resolution over a total of 26,799,267 Ordinary Shares, representing approximately 46.5 per cent. of the issued ordinary share capital of the Company.

THE BOARD STRONGLY URGES SHAREHOLDERS TO COMPLY WITH GOVERNMENT PUBLIC HEALTH INSTRUCTIONS IN RESPECT OF THE COVID-19 PANDEMIC AND SOCIAL CONTACT, PUBLIC GATHERINGS AND NON-ESSENTIAL TRAVEL. PLEASE NOTE THAT THE COMPANY CURRENTLY INTENDS TO REFUSE ENTRY TO SHAREHOLDERS WHO DO ATTEMPT TO ATTEND THE GENERAL MEETING IN ORDER TO COMPLY WITH THOSE PUBLIC HEALTH INSTRUCTIONS.

Management Presentation

BBB's management team will be hosting a remote presentation at 3.00 p.m. on Wednesday 5 August 2020. If you are interested in attending please contact Walbrook PR via either [e-mail]   or calling 020 7933 8780.

Andrew Walwyn, Chief Executive Officer of Bigblu Broadband plc, commented:

"While perhaps a bit earlier in our timeline than we expected, this is a transformational deal for the Company. Our hard work created a strong value proposition for the Sale Companies and having worked closely with Eutelsat for a number of years we are delighted to have come to an agreement that benefits both parties. We see real potential in being able to repeat the successes achieved to date with the Continuing Group whilst also benefiting from balance sheet strength with the ability to significantly pay down debt and return us to a position of net cash."

For further information:

Bigblu Broadband plc	www.bbb-plc.com
Andrew Walwyn, Chief Executive Officer Frank Waters, Chief Financial Officer Dom Del Mar, Corporate Development	Via Walbrook PR
finnCap (Nomad and Broker)	Tel: [phone]
Marc Milmo / Simon Hicks / Charlie Beeson (Corporate Finance) Tim Redfern / Richard Chambers / Manasa Patil (ECM)
Walbrook PR (PR / IR advisers)	Tel: [phone] or
Nick Rome / Tom Cooper / Nicholas Johnson	[e-mail]
Torch Partners (Financial Adviser) Rupert Robson / Tom Roberts / Gabrielle Martini	Tel: [phone]

About Bigblu Broadband plc:

Bigblu Broadband plc (AIM: BBB.L), is a leading provider of alternative super-fast broadband solutions throughout Europe and Australia. BBB delivers a portfolio of super-fast wireless broadband products for consumers and businesses unserved or underserved by fibre.

High levels of recurring revenue, increasing economies of scale and Government stimulation of the alternative broadband market in many countries provide a solid foundation for significant organic growth as demand for alternative super-fast broadband services increases around the world.

Acquisitive and organic growth have enabled BBB to grow rapidly since inception in 2008 during which time the Company has completed 21 acquisitions across nine different countries. It is extremely well positioned to continue growing as it targets customers that are trapped in the 'digital divide' with limited fibre broadband options.

BBB's range of solutions includes satellite, next generation fixed wireless and 4G/5G delivering between 30 Mbps and 150 Mbps for consumers, and up to 1 Gbps for businesses. BBB provides customers ongoing services including hardware supply, installation, pre and post-sale support billings and collections, whilst offering appropriate tariffs depending on each end user requirements.

Importantly, as its core technologies evolve, and more affordable capacity is made available, BBB continues to offer ever-increasing speeds and higher data throughputs to satisfy market demands for 'video-on- demand'. Its alternative broadband offerings present a customer experience that is similar to that offered by wired broadband and the connection can be shared in the normal way with PCs, tablets and smart-phones via a normal wired or wireless router.

Cautionary note regarding forward-looking statements

This document 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", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Existing Group's results of operations, financial condition, liquidity, prospects, growth, strategies and the Existing Group's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this document are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Existing Group's and the Continuing Group's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules, the Company undertakes no obligation to publicly release the results of any revisions to any forward-looking statements in this document that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this announcement.

 

Proposed disposal of Bigblu Operations Limited and its subsidiaries and Notice of General Meeting

· Introduction

The Board announced today that it has conditionally agreed to sell the Sale Companies, which together comprise the Company's UK and European Satellite Broadband operations, to Eutelsat for a maximum aggregate consideration of up to £39.3 million on a cash free/debt free basis, of which initial consideration of £37.8 million (subject to adjustment as described in paragraph 3 below) is payable in cash with £36.8 million paid on Completion and £1.0 million, subject to adjustment, paid following the finalisation of completion accounts (as described in section 3 below). Additional expected consideration of up to  approximately £1.5 million could be paid over the course of the 12 months following Completion (subject to certain conditions) Eutelsat will also be assuming certain existing net working capital creditors within the Sale Companies amounting to £13.9 million. The final consideration due to Bigblu is subject to other customary adjustments at completion, such as the actual working capital at completion against an agreed target level and adjustments for cash or debt items.

The Company will ensure that a normal level of working capital remains within the Sale Companies at Completion. The final consideration due to the Company is subject to customary adjustments for (amongst other things) the actual working capital at Completion against an agreed target level.

The Board believes that the Disposal provides the Company with the opportunity to crystallise an attractive return on invested capital with respect to the Sale Companies, reduce net debt and also to provide additional financial flexibility to support the recent progress of the Continuing Group. Following the Disposal, the Continuing Group will consist of the Company's Australian operations (Skymesh Pty Limited and Bordernet Pty Limited) its majority interest in the Quickline Group and the Nordics business (BigBlu Norge AS).

The Disposal is of sufficient size relative to that of the Existing Group 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 the Company.

Accordingly, your approval of the Disposal will be sought at a General Meeting of the Company to be held at The Old Rectory, 72 Marychurch Street, London SE16 4HZ at 10.00 a.m. on 28 August 2020. The notice convening the General Meeting and setting out the Resolution to be considered will be sent to Shareholders shortly.

Further details of the Disposal and the Share Purchase Agreement will be set out in the Circular to be sent to Shareholders.

The purpose of this announcement is to give you details of the Disposal, including the background to and reasons for it, to explain why the Directors consider it to be in the best interests of the Company and its Shareholders as a whole and to recommend that you vote in favour of the Resolution to be proposed at the General Meeting. The Directors have irrevocably undertaken to vote in favour of the Resolution in respect of the 5,813,712 Ordinary Shares in which they are beneficially interested, representing approximately 10.1 per cent. of the issued ordinary share capital of the Company. Additional undertakings and letters of intent have been obtained from other shareholders as described in paragraph 8 below ("Irrevocable undertakings and letters of intent").

· Background to and reasons for the Disposal

Over the past five years,the Company has successfully executed its strategy of becoming a leading provider of last mile rural broadband solutions in certain European territories through a combined offering of both satellite and fixed wireless products. With respect to the satellite offering, this has been achieved through both acquisitive and organic growth and as a result the Company has established a visible presence for its satellite broadband offering across Europe, with operations and customers in France, Germany, Greece, Hungary, Ireland, Italy, Norway, Poland, Portugal, Spain, and the UK. Alongside its European presence, the Group has also established a market leading presence in Australia, namely SkyMesh, which will remain part of the Continuing Group. The Directors consider that the success of the Group's expansion of its satellite offering across Europe makes its operations potentially attractive to operators considering their position in the satellite broadband market in Europe, including the UK.

The Directors consider that the Company has created a strong value proposition by combining management experience and core IT systems, which have been installed at four main operating hubs and two other locations in Europe. These hubs have facilitated the integration of newly acquired businesses. The Group's technical and operating systems enable it to control costs, increase margins and average revenue per user (ARPU). The Directors believe that this has created a business with critical mass, a wide geographic reach and an established position as an important partner to relevant satellite broadband providers. The Group has also been an active consolidator within a fragmented market.

The Company has a long standing and strong relationship with Eutelsat and has been a key partner to Eurobroadband Infrastructure S.a.r.L, a joint venture between Eutelsat and Viasat, in providing high speed broadband packages to both residential and business users across Europe. The Company's significant physical, customer and brand presence across a number of European markets including the UK delivers to Eutelsat, through the acquisition of the Sale Companies, an enhanced capability in the direct to consumer satellite broadband market.

The Directors consider that the Disposal represents an attractive opportunity for the Company with a maximum aggregate consideration of up to £39.3 million, of which an initial cash consideration of £37.8 million is payable (subject to adjustment and as described below in paragraph 3). Eutelsat will be assuming certain existing working capital creditors within the Sale Companies amounting to £13.9 million. The Company will ensure that a normal level of working capital remains within the Sale Companies at Completion.

Having paid aggregate consideration (cash and shares) of approximately £25.8 million in executing its buy and build strategy in Europe, the maximum consideration payable by the Purchaser to the Company for the Sale Companies represents a premium of approximately 50 per cent. over that aggregate consideration. In the Directors' view, the uplift in value achieved on the Disposal reflects the importance of the Group's integrated multi-language payments and billing platforms as well as its improved service capabilities.

Given the flexibility afforded to its balance sheet via the proceeds of the Disposal, the Board will be focused on reducing net debt as well as delivering further increases in shareholder value from the Continuing Group which has significant opportunities for continued growth. It will consider further strategic M&A alongside potential returns of capital.

The Continuing Group's fixed wireless and remaining satellite operations have seen recent, strong progress as the Continuing Group has capitalised on the opportunities available to it across the UK, Australia and the Nordic region.

The Board believes that the terms of the Disposal represent attractive value for Shareholders with regard to the future growth potential of the Sale Companies balanced against the risks associated with the nature and timing of delivering that growth and emerging competition be it in the form of competing satellite products or other competing technologies or other market participants.

Further details of the Disposal and the Share Purchase Agreement will be set out in the Circular to be sent to Shareholders.

Information on the Sale Companies

The Sale Companies comprise the European Satellite Broadband operations of the Company. The Sale Companies market and distribute satellite broadband services (and, in the case of the Italian subsidiary, also fixed wireless services) using third party networks, predominately those operated by Eutelsat. The Disposal does not include the Nordics business (BigBlu Norge AS), the Australian business (SkyMesh) or the Group's majority interest in the Quickline Group.

For the year ended 30 November 2019, the Sale Companies generated unaudited pro-forma revenue of approximately £34.6 million and unaudited adjusted pro forma EBITDA of approximately £5.6 million. Combined, the Sale Companies account for over 49,000 customers, with approximately 2,200 using fixed wireless services in Italy.

3.  Principal terms of the Disposal

Pursuant to the terms of the Share Purchase Agreement, the Company has conditionally agreed to sell the entire issued share capital of each of the Sale Companies, comprising the majority of the Group's European Satellite Broadband operations, to the Purchaser for a maximum aggregate consideration of up to £39.3 million, of which initial consideration ("Initial Consideration") of £37.8 million (subject to adjustment as described below) is payable in cash in part on Completion and in part following the finalisation of the completion accounts (as described below). Additional Consideration of up to  approximately £1.5 million could be paid over the course of 12 months following Completion, subject to certain conditions . Eutelsat will be assuming certain existing net working capital creditors within the Sale Companies amounting to approximately £13.9 million. The Company will ensure that a normal level of working capital remains within the Sale Companies at Completion. The final consideration due to Bigblu is subject to other customary adjustments at completion, such as the actual working capital at completion against an agreed target level and adjustments for cash or debt items.

The Initial Consideration is £37.8 million, subject to adjustment in accordance with the terms of the Share Purchase Agreement. The Initial Consideration assumes that the Sale Companies are being transferred on a cash free/ debt free basis.

At Completion, provisional consideration of £36.8 million will be paid by the Purchaser to the Company. The balance of the Initial Consideration (after taking into account any adjustments made in accordance with the Share Purchase Agreement) is expected to be paid by the Purchaser to the Seller following the finalisation of the completion accounts to be prepared in accordance with the Share Purchase Agreement in the period following Completion.

The Additional Consideration which could be paid of approximately £1.5 million is payable over the 12 months following Completion. The maximum aggregate amount payable by the Purchaser to the Company as Additional Consideration will not exceed £1.8 million.

Completion is conditional on (i) the Resolution being passed by the requisite majority at the General Meeting (or any adjournment thereof), (ii) approval being obtained from the Australian Foreign Investment Review Board in respect of the proposed transfer of the entire issued share capital of Skymesh Pty Limited to the Company ("Skymesh Transfer")as part of the Pre-sale Reorganisation referred to below and (iii) the Italian government approving the change of control of Opensky S.p.a pursuant to the Disposal.

If Completion has not taken place by 28 February 2021 ("Final Longstop Date") (this date being one month after the final date by which the Australian Foreign Investment Review Board is required to have approved the Skymesh Transfer), then the agreement will terminate automatically without liability of either party to the other.

Further details of the Share Purchase Agreement are set out in Part 2 of the Circular.

Pre-Sale Reorganisation

Immediately prior to Completion, the Group will effect a pre-sale reorganisation pursuant to which (amongst other things) the entire issued share capital of each of Big Blu Norge AS (the Nordic business) and Skymesh Pty Limited (the Australian business) will be transferred to the Company. In other words, those entities and the underlying operations are being excluded from the Disposal and will form part of the Continuing Group.

4.  Information on the Purchaser

Founded in 1977, Eutelsat is one of the world's leading satellite operators. With a global fleet of satellites and associated ground infrastructure, Eutelsat enables clients across the broadcast, data and professional video, government, fixed broadband and mobile connectivity markets to communicate effectively to end customers, irrespective of location. Around 7,000 television channels operated by leading media groups are broadcast by Eutelsat to approximately one billion viewers equipped for direct-to-home reception or connected to terrestrial networks. Eutelsat is headquartered in Paris, France, with offices and teleports around the globe. In the financial year ended 30 June 2019, it achieved consolidated revenues of around €1.3 billion. Eutelsat Communications, the holding company of Eutelsat, is listed on the Euronext Paris stock exchange with a market capitalisation of around €1.962 billion as at close of business on 30 July 2020, being the latest practical date prior to the publication of this announcement.

Fixed broadband in Europe is a major axis of growth for Eutelsat. Eutelsat has indicated that it will bring significant incremental capacity with compelling economics and performance to this market: first with the entry into service of its KONNECT satellite (due to start gradually from fall 2020 with operation at full capacity expected from early 2021) and second with the launch of KONNECT VHTS (scheduled in H2 2021), expected to be the first Very High Throughput Satellite in Europe.

With its scalable infrastructure for direct sales including digital marketing platforms, multi-lingual call centres, billing and CRM systems, the acquisition of the Sale Companies will enable the Eutelsat group of companies to overcome the limitations of their existing indirect model by offering enhanced access to the end-user, direct control over product definition and pricing for faster alignment with market needs, and increased control of distribution levers including salesforce incentives, and customer communication and promotions. Complementing Eutelsat's wholesale agreements with telecom operators, the retail channel being acquired from the Group as part of the acquisition of the Sale Companies is intended to facilitate an accelerated ramp-up of upcoming capacity as well as the maximisation of customer value over time.

5.  Premises and CEO Consultancy Role with Eutelsat

As part of the Disposal, the premises leased by BBO at Bicester, which are shared with the Company and is the current registered office of the Company will continue to be available to Continuing Group. The registered office of the Company will be changed in due course and alternative premises sought for remaining staff of the Continuing Group.

Andrew Walwyn will remain as CEO of the Company but will provide transitional and ongoing consultancy advice and support to the Sale Companies.

6.  Financial effects of the Disposal and use of the proceeds

The Board will continue to evaluate opportunities to enhance shareholder value from the Continuing Group which may include the use of part of the net proceeds of the Disposal to pursue the potentially significant opportunities that the Board believes are available to the Continuing Group. The net proceeds will also be used to reduce net debt by repaying part of the Group's debt facility immediately following Completion and redeeming its outstanding loan note premium with BGF (as described in the following paragraph), leaving the Group with net cash immediately after such proposed repayment and redemption of approximately £6.0 million.

At the time of the consolidation of the group's financings with Santander UK Bank Plc in December 2015, the principal amounts and accrued interest payable to BGF Group plc were repaid, but the premium on redemption was deferred until 31 May 2024 or, if sooner, a qualifying disposal. The Disposal constitutes such a qualifying disposal, the liability for which to BGF Group plc is £5.5 million.

The Continuing Group will continue to focus on closing the digital divide and providing superfast broadband solutions to rural areas where traditional fibre in the ground options are either unsuitable or uneconomic. The need for such solutions is highlighted by continued government support - with, for example, the UK government providing grants and redeemable vouchers to support the costs of installation and Australia's government investing in satellites, underpinning customer growth via its National Broadband Network initiative ('NBN').

As set out below in the strategy for the Continuing Group, the Board believes that there are potentially significant growth opportunities for the Quickline Group and the Nordics and Australian operations.

7.  Strategy for the Continuing Group

Following the Disposal, the Continuing Group will have a business with over 60,000 customers. The Directors consider that, given their respective strengths, each of the three business units has potential opportunities to enhance Shareholder value.

Quickline Group

The Quickline Group is one of UK's leading rural broadband fixed wireless operators, and is currently 69.7 per cent. owned by the Company.

There is potential scope for further growth of the Quickline Group through securing government tenders, M&A and organic investment. It builds and operates its own fixed wireless access network, supported by increasing amounts of fibre infrastructure, avoiding the high cost and lengthy build periods which makes the economics of fibre unattractive in certain rural settings.

The Directors consider that given the 'digital divide' in the UK presents potential opportunities for the Continuing Group with around a million homes still unable to receive superfast broadband services and around 12.4 million homes unable to access ultrafast speeds. There are various government programmes to address this digital divide which are overseen by Building Digital UK (BDUK), part of the Department for Digital, Culture, Media & and Sport (DCMS). These include the £1.7 billion Superfast Broadband Programme that is committed to run until 2026 and the £200 million Rural Gigabit Connectivity Programme. In May 2019, the Chancellor also announced a £5 billion commitment to fund gigabit-capable deployment in the hardest to reach 20 per cent. through the 'Outside-In' approach.

The Directors consider that Quickline's future success is directly linked to its ability to increase the size and scale of its infrastructure business. Quickline is currently targeting a customer base of approximately 30,000 subscribers over the next three years. In line with this ambition, the Board believes that there is a clear path ahead for the business to deploy in excess of the funding of up to £12 million raised last year and achieve such scale.

Australia (Skymesh)

SkyMesh is a leading Australian satellite broadband service provider. It has over 40,000 customers in total and continues to grow rapidly, targeting 10,000 new customers per annum through organic channels.

Having been named Best Satellite NBN Provider 2019, SkyMesh commands a 50 per cent. market share of net new adds under the NBN scheme in the 12 months to 30 June 2020. Recently, SkyMesh has benefited from a strong take up of Australia's new Sky Muster Plus product, which has added 2,500 customers to SkyMesh since it was released on 1 April 2020, representing 52 per cent. of the total subscribers to this product to date.

In addition, the Board believes that it could also complement organic growth opportunities by acquisitions that could accelerate the Group's presence into the wider Australasia region. Overall, the Board believes the business could potentially double the number of customers in the Australasia region in the next three years to 80,000 through organic and acquisitive growth, with New Zealand a current area of focus for potential expansion.

Nordics

To date, the Nordics business has been focused on the Norwegian market and there has been limited investment by the Group in improving the fixed wireless network over the last 24 months. There have been relatively high levels of customer churn in this region due, in part, in the view of the Directors, to relatively low broadband speeds. However, the launch of the Preferred Partner Program satellite operations in the Nordic region has been a success with new customers being attracted to the packages on offer.

Following the Disposal, the Board intends to evaluate the opportunity to allocate part of the net proceeds from the Disposal to refining and enhancing the Group's service proposition in the Nordic market. Initiatives considered will include adding a "sales and marketing" director for the Nordics with a strategic objective to, among other things, expand the geographic focus of the operation into Sweden and Finland. In addition to the launch of new product satellite offerings across the region offering speeds of 50Mbps and unlimited capacity, the Group will also consider investing to upgrade its fixed wireless network to offer a virtual network backed by Telenor, redeploying the successful strategy used in Italy.

The Directors consider that the Group's ability to offer FWA and satellite solutions in the Nordics means that there is potentially significant scope to expand its presence and reach in this region. The suite of competitive offerings and growing demand for working from home solutions means that the target market continues to increase in size. Market growth, alongside the operational investment outlined above, provide the Directors with confidence of stronger demand for its FWA solutions in Norway whilst, capital-light satellite solutions are expected to be successfully deployed across the wider region.

8.  Irrevocable undertakings and letters of intent

The Directors have given irrevocable undertakings to the Company and the Purchaser to vote in favour of the Resolution (and, where relevant, to procure that such action is taken by the relevant registered holders if that is not them), in respect of their entire beneficial holdings totaling, in aggregate, 5,813,712 Ordinary Shares, representing approximately 10.1 per cent. of the Company's issued share capital.

Harwood Capital has given irrevocable undertakings to the Company and the Purchaser to vote in favour of the Resolution (and, where relevant, to procure that such action is taken by the relevant registered holders if that is not them), in respect of its entire beneficial holding totaling, in aggregate, 13,050,000 Ordinary Shares, representing approximately 22.7 per cent. of the Company's issued share capital.

The Company and the Purchaser have also received non-binding letters of intent to vote in favour of the Resolution from each of Herald Investment Trust plc and BGF Investments LP (acting by its manager BGF Investment Management Limited) in respect of their respective holdings of 3,391,111 and 4,544,444 Ordinary Shares representing, in aggregate, 13.8 per cent. of the Company's issued share capital.

9.  The General Meeting

You will find set out at the end of the Circular a notice convening the General Meeting to be held on [28] August 2020 at The Old Rectory, 72 Marychurch Street, London SE16 4HZ at 10.00 a.m., at which the Resolution will be proposed.

The Resolution, which will be proposed at the General Meeting as an ordinary resolution, is to approve the Disposal and to authorise the Directors to take all steps necessary or desirable to complete the Disposal.

In order for the Resolution to be passed a simple majority is required.

Shareholders should read the Notice of General Meeting at the end of the Circular for the full text of the Resolution and for further details about the General Meeting.

The attention of Shareholders is also drawn to the voting intentions of the Directors as set out in the paragraph 8 ("Irrevocable undertakings and letters of intent") above and paragraph 11 ("Recommendation") below.

10.  Arrangements for the General Meeting

The Board strongly urges Shareholders to comply with Government public health instructions in respect of the COVID-19 pandemic and social contact, public gatherings and non-essential travel. Please note that the Company currently intends to refuse entry to Shareholders who do attempt to attend the General Meeting in order to comply with those public health instructions. The health of the Shareholders, as well as its officers and employees, is of paramount importance. It is expected that the attendance by certain of the Directors in person at the General Meeting will be limited to satisfy the requirements of a quorum. The General Meeting will end immediately following the formal business required and there will be no corporate presentations, Q&A or refreshments. Social distancing measures will be in place and strict hygiene arrangements in force. Shareholders are therefore requested to participate in the General Meeting by proxy rather than attend the General Meeting in person.

The results of the General Meeting will be available on the Company's website shortly after the General Meeting has closed. The Board continues to follow advice issued by the Government with respect to the COVID-19 pandemic and will issue further guidance if necessary.

11.  Recommendation

The Directors consider the Disposal to be in the best interests of the Company and its Shareholders as a whole and accordingly unanimously recommend Shareholders to vote in favour of the Resolution to be proposed at the General Meeting as they have irrevocably undertaken to do so in respect of their beneficial holdings amounting, in aggregate, to 5,813,712 Ordinary Shares, representing approximately 10.1 per cent. of the issued ordinary share capital of the Company.

 

DEFINITIONS

The following definitions apply throughout this announcement unless the context otherwise requires:

"Act"	the Companies Act 2006 (as amended);
"AIM"	the AIM market operated by the London Stock Exchange;
"AIMRules"	the AIM Rules for Companies and guidance notes published by the London Stock Exchange from time to time;
"BBO"	Bigblu Operations Limited, a company incorporated and registered in England and Wales with registered number 06759661;
"BusinessDay"	a day on which dealings in domestic securities may take place on the London Stock Exchange;
"Certificated form" or "in Certificated form"	an Ordinary Share recorded on a company's share register as being held in certificated form (namely, not in CREST);
"Company" or "Bigblu"	Bigblu Broadband plc, a company incorporated and registered in England and Wales with registered number 09223439;
"Completion"	completion of the sale of the whole of the issued share capital of BBO in accordance with the Share Purchase Agreement;
"Continuing Group"	the Company and its subsidiary undertakings following Completion;
"CREST"	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations);
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755) (as amended);
"Directors" or "Board"	the directors of the Company;
"Disposal"	the proposed disposal by the Company of the Sale Companies pursuant to the Share Purchase Agreement;
"Euroclear"	Euroclear UK & Ireland Limited, the operator of CREST;
"Existing Group"	the Company and its subsidiary undertakings as at the date of this announcement (including, without limitation, the Sale Companies);
"FCA"	the Financial Conduct Authority;
"finnCap"	finnCap Ltd, the Company's nominated adviser and broker;
"Form of Proxy"	the form of proxy for use in connection with the General Meeting which accompanies the Circular;
"FSMA"	the Financial Services and Markets Act 2000 (as amended);
"FWA"	fixed wireless access;
"General Meeting"	the general meeting of the Company to be held at The Old Rectory, 72 Marychurch Street, London SE16 4HZ at 10.00 a.m. on [28] August 2020, notice of which will be set out at the end of the Circular;
"London Stock Exchange"	London Stock Exchange plc;
"Notice of General Meeting"	the notice convening the General Meeting which will be set out at the end of the Circular;
"Ordinary Shares"	the ordinary shares of 15 pence each in the capital of the Company;
"Pre-sale Reorganisation"	the proposed reorganisation pursuant to which (amongst other things) the entire issued share capital of each of Big Blu Norge AS and Skymesh Pty limited is transferred to the Company immediately prior to Completion
"Prospectus Rules"	the prospectus rules made by the FCA pursuant to section 73A of the FSMA;
"Purchaser" or "Eutelsat"	Eutelsat S.A.;
"Quickline Group" or "Quickline"	QCL Holdings Limited, a company incorporated and registered in England and Wales with registered number 11734097 and its subsidiary companies;
"Register"	the register of members of the Company maintained by Share Registrars Limited;
"Resolution"	the ordinary resolution set out in the Notice of General Meeting;
"SaleCompanies"	BBO and its subsidiaries carrying on UK and European Satellite Broadband operations of the Group, but not including Big Blu Norge AS (formerly Breiband.No AS), or the Company's Australian operations (Skymesh Pty Limited and Bordernet Pty Limited), and not including the Company's interest in the Quickline Group;
"SharePurchaseAgreement"	the conditional share purchase agreement dated 31 July 2020 between the Company, BBO and the Purchaser;
"Shareholders"	holders of Ordinary Shares;
"SME"	small and medium-sized enterprises;
"Superfast Broadband"	a broadband connection with a download speed of 24Mb or above;
"Torch"	Torch Partners IB Limited, the Company's financial adviser
"UK" or "UnitedKingdom"	the United Kingdom of Great Britain and Northern Ireland;
"uncertificatedform" or "inuncertificatedform"	an Ordinary Share recorded on a company's share register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST; and
"Viasat"	Viasat Inc

 

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