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. 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 Exchange of the proposed Cancellation under AIM Rule 41 | 19 November 2025 |
| 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 | |
| Frank Waters (CEO) | |
| Cavendish Capital Markets Limited (Nomad and Broker) Marc Milmo / Finn Gordon (Corporate Finance) Tim Redfern / Harriet Ward (ECM) | Tel: +44 (0)20 7220 0500 |
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.
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.
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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