Suspension of Voting Rights and Letter Response

Big Technologies PLC

10 June 2025

 

10 June 2025

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

Big Technologies plc

("Big Technologies" or "the Company", together with its subsidiaries the "Group")

Suspension of Voting Rights and Response to Shareholder Letter

Suspension of Voting Rights

The Company today announces that it has served notices (the "Notices") under article 48.9 of its articles of association (the "Articles") on certain persons, including Sara Murray, in respect of the following registered shareholdings in the Company:

-     Romelle Limited - 27,389,500 shares, representing approximately 9.17% of the Company's issued share capital;

-     RCP Limited - 8,625,000 shares, representing approximately 2.89% of the Company's issued share capital;

-     Zinc Limited - 8,601,000 shares, representing approximately 2.88% of the Company's issued share capital; and

-     Monitoring Partners Limited - 6,697,500 shares, representing approximately 2.24% of the Company's issued share capital,

such entities together being the "Disputed Companies" and such shareholdings together being the "Relevant Shares".

In addition to imposing certain other restrictions, the Notices have the effect of suspending the right of the Disputed Companies to vote any of the Relevant Shares in person or by proxy at any meeting of the Company.

The Company's decision to serve the Notices follows enquiries made by the Company pursuant to section 793 of the Companies Act 2006 in relation to the Relevant Shares and interests held in them.  The responses received to such enquiries (or lack thereof), together with other information which has come to light as part of the Company's ongoing legal proceedings against Sara Murray and others in the High Court (the "Proceedings"), have led the Company to determine that there have been failures to comply with the relevant disclosure obligations set out in Rule 5 of the Disclosure Guidance and Transparency Rules (the "DTRs") and article 48 of the Articles in respect of the Relevant Shares.

The restrictions placed on the Relevant Shares will remain in effect until: (i) the Company has determined, in its sole discretion, that the relevant non-compliance with DTR 5 and/or article 48 of the Articles has been remedied; or (ii) the Company has otherwise provided the Disputed Companies with written notice that the operation of the Notices has been cancelled.

Shareholder Letter

The board of directors of the Company (the "Board") is aware of a letter that was sent by Sara Murray to certain of the Company's shareholders ("Sara Murray's Letter"), much of which relates to matters which are the subject of the ongoing Proceedings.  The Company has seen a copy of Sara Murray's Letter and notes that it contains a significant number of material inaccuracies, as well as unsubstantiated allegations against both the Company and members of the Board.  The Company will be writing to shareholders about Sara Murray's Letter in more detail (the "Full Response") but, in the meantime, would like to state for the public record that both the Company and the Board reject Sara Murray's allegations in the strongest terms and therefore consider it necessary to communicate the following points today:  

·      Suspension and dismissal - the Board's unanimous decision to suspend and subsequently dismiss Sara Murray was not taken lightly.  It followed a lengthy and thorough investigation which identified deeply concerning evidence regarding Sara Murray's conduct which is now the subject of the Proceedings.

·      Ongoing litigation and indemnity - the Company is currently seeking to recover directly from Sara Murray any liabilities that the Company or any member of its Group is held to have in relation to the ongoing litigation involving Buddi Limited (as described in the Company's previous regulatory disclosures).  It is open to Sara Murray to shortcut that process and enable corresponding cost savings for the Company (and therefore shareholders) by providing an indemnity to the Company and Buddi Limited.

·      Board compensation - Sara Murray's Letter makes misleading and selectively presented comparisons regarding the compensation of members of the Board.  The Company has rigorous and detailed processes for setting director remuneration, which have been followed at all times, to ensure that all members of the Board are remunerated appropriately, fairly and in a manner commensurate with their level of responsibility.  Details of the directors' compensation are set out in the Company's 2024 Annual Report and Accounts, and shareholders who are in receipt of Sara Murray's Letter are invited to disregard her highly inaccurate account. 

·      Acquisition - Sara Murray's reference to a proposed acquisition is also misleading.  Contrary to Sara Murray's assertions, no binding commitments were made in respect of the transaction nor final Board approval given, and the Board acted responsibly by withholding approval pending further review, not least in light of the developing situation in relation to Sara Murray at that time and its impact on the ongoing litigation involving Buddi Limited.   

The Board has at all times acted, and will continue to act, in the best interests of the Company and its shareholders, including in continuing to pursue vigorously its claims against Sara Murray.  The Company's position remains as previously stated, and the Board therefore encourages shareholders to read the Company's prior regulatory disclosures and 2024 Annual Report and Accounts, all of which can be found on the Company's website here: https://www.bigtechnologies.co.uk/.  The Company will also be uploading the Full Response, together with a partially redacted copy of the evidence filed in the Proceedings against Sara Murray and others by the Company and Buddi Limited, on its website in due course.

The Board stands united in its commitment to acting in shareholders' best interests and remains available in advance of the Company's 2025 Annual General Meeting to shareholders who are seeking further discussion on the proposed resolutions. The Board believes that each of the proposed resolutions is in the best interests of the Company and its shareholders as a whole and recommends that shareholders vote in favour of all resolutions, as each director intends to do in respect of their own shareholdings.  Shareholders are urged to critically assess the allegations made by Sara Murray.

The Company will provide further updates as appropriate.

For further information please contact:

Big Technologies plc	[phone]
Alexander Brennan (Chairman)
Ian Johnson (Chief Executive Officer)
Zeus (Nominated Adviser and Joint Broker)	[phone]
Dan Bate / Kieran Russell (Investment Banking)
Benjamin Robertson (Equity Capital Markets)
Singer Capital Markets (Joint Broker)	[phone]
James Moat / James Todd (Investment Banking)

 

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