Return of Capital & Notice of GM

RNS Number : 7590K

Bigblu Broadband PLC

06 September 2021

 

Bigblu Broadband plc

('BBB', the 'Company' or the 'Group')

Posting of Circular and Notice of General Meeting Related to the Return of Capital of 45 pence per Existing Ordinary Share by way of a B Share Scheme and Amendments to Articles of Association

Bigblu Broadband plc (AIM: BBB.L), a leading provider of alternative super-fast and ultra-fast broadband services, announces that a circular together with a notice of General Meeting (the "Circular") has today been posted to Shareholders in relation to BBB's proposed return of capital of, in aggregate, approximately £25.9 million in cash to Shareholders, equivalent to 45 pence per Existing Ordinary Share (the "Return of Capital").

The General Meeting to approve the proposed Return of Capital will be held at 10.00 a.m. on 30 September 2021. An electronic copy of the Circular is available for download on BBB's website at https://bbb-plc.com/investor-information/aim-rule-26 .

Summary

The Board has chosen to implement this payment to Shareholders by way of the Return of Capital through a bonus issue of a new class of B Shares which the Company intends to redeem for cash in order to return 45 pence per Existing Ordinary Share to Shareholders. In order to create the B Shares to effect the Return of Capital, the Company needs to amend its Articles of Association.

The "B Share Scheme" is intended to return the surplus cash within the Company following the Disposals to Shareholders in the most efficient manner possible, whilst maintaining their pro rata interest in the Company. The B Share Scheme involves the issue to Shareholders of one B Share for every Existing Ordinary Share held at the Record Time, which B Share will then be immediately redeemed and cancelled so that a Shareholder receives 45 pence for each B Share issued to them. The Return of Capital is, however, expected to result in the value of an Existing Ordinary Share falling by approximately the same amount of cash as is being returned to Shareholders (being 45 pence).

The Circular provides Shareholders with further information relating to the Return of Capital and the Share Consolidation and the notice of general meeting so as to seek the approval of Shareholders to implement the Return of Capital. The timetable relating to the return of Capital is set out below.

Impact on holders of options over Existing Ordinary Shares

Under the Group Employee Share Schemes, the Company has granted options and awards over Existing Ordinary Shares at varying exercise prices and with varying vesting dates. In addition, the Company has also granted options over Existing Ordinary Shares at varying exercise prices to the Business Growth Fund ("BGF"). Neither participants in the Group Employee Share Schemes nor BGF are beneficial owners of the Existing Ordinary Shares over which their options or awards subsist and so will not be eligible to participate in the B Share Scheme in respect of those shares (save where they exercise their entitlements before the Record Date).

The Board has decided on the following steps in respect of the various types of options in issue.

The BGF Options

The Board and BGF have agreed that appropriate amendments will be made to the exercise price of the options held by BGF so as to take account of the Return of Capital. There will be no change to the number of shares under option held by BGF. Following these changes, the options held by BGF will be as follows:

No. of Existing Ordinary Shares under option	Exercise price before the proposed amendment	Exercise price following the proposed amendment
4,934,661	£1.125	£0.675
1,777,778	£1.35	£0.90

The Option Scheme

In accordance with the applicable plan rules, the Remuneration Committee will make appropriate adjustments to unexercised options under the Option Scheme to take account of the Return of Capital by again reducing the exercise price of the options by the value of the Return of Capital. In the small number of instances where to do so would have a negative taxation impact on the employees, the Board will consider appropriate cash compensation at the time of exercise.

LTIP

The exercise price applicable to all outstanding awards under the LTIP is 15 pence per share and therefore the Remuneration Committee is unable to adjust the exercise price of the LTIP by the value of the Return of Capital. Accordingly, appropriate arrangements will be made to provide cash compensation to LTIP participants at the time of exercise of their awards that is broadly equivalent in value to the value individual Shareholders will receive as part of the Return of Capital.

Recommendation

In the Board's opinion the Resolutions are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board is unanimously recommending that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as the Directors intend to do in respect of their own aggregate shareholdings of 3,945,992 Existing Ordinary Shares, representing approximately 6.9% of the existing issued ordinary share capital of the Company.

Expected Timetable of Principal Events

	Time and date
Filing of interim accounts with Companies House	3 September 2021
Publication and posting of the Circular, the Notice of General Meeting and the Form of Proxy	6 September 2021
Latest time and date for receipt of Forms of Proxy, CREST Proxy Instructions and registration of online votes from Shareholders in respect of the General Meeting	10.00a.m.on28 September2021
General Meeting	10.00 a.m. on 30 September 2021
Record Time for entitlement to B Shares	6.00 p.m. on 4 October 2021
B Shares issued equal to number of Existing Ordinary Shares held at the Record Date	8.00 a.m. on 5 October 2021
B Shares redeemed and cancelled	8.00 a.m. on 5 October 2021
Despatch of cheques and CREST accounts credited in respect of proceeds from the redemption of the B Shares	20 October 2021

Notes:

All references are to London time unless otherwise stated.

The timetable may be subject to change. If any of the above times and/or dates should change, the new times and/or dates will be announced to Shareholders through a Regulatory Information Service.

Unless otherwise defined in this announcement, defined terms used have the meaning given to them in the Circular.

For further information:

Bigblu Broadband Group PLC	www.bbb-plc.com
Andrew Walwyn, Chief Executive Officer Frank Waters, Chief Financial Officer	Via Walbrook PR
finnCap (Nomad and Broker) Marc Milmo / Simon Hicks / Charlie Beeson (Corporate Finance) Tim Redfern / Richard Chambers (ECM)	Tel: [phone]
Walbrook PR (PR / IR advisers)	Tel: [phone] or
Nick Rome/Tom Cooper/Nicholas Johnson	[e-mail]

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.

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.

 

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