Proposed Capital Reduction

Pebble Beach Systems Group PLC

08 June 2026

 

AIM: PEB

Pebble Beach Systems Group plc

("Pebble" or the "Group")

Proposed Capital Reduction

Pebble, a leading global software provider of specialist automation solutions for the broadcast and streaming markets, is pleased to announce a proposed capital reduction (the "Capital Reduction"), as referenced in the Company's full year results statement, issued on 28 April 2026. To this end, a circular (the "Circular") is being posted to shareholders today setting out, inter alia, the background to and reasons for the proposed special resolution to reduce the share capital of the Company and containing the notice of general meeting.

The general meeting will be held at 11:00 a.m. on Wednesday, 24 June 2026 at Gorse Hill Hotel, Hook Heath Road, Woking, Surrey, GU22 0QF (the "General Meeting"). A copy of the Circular is also available on the Company's website at https://pebbleplc.com/.

Background to and Reasons for the Capital Reduction

The circular explains why the Board considers the Capital Reduction to be in the best interests of the Company and its Shareholders as a whole and why the Board unanimously recommends that Shareholders vote in favour of the resolution to be proposed at the General Meeting.

Having regard to the positive trading momentum being demonstrated by the Company, the continued reduction in the Company's indebtedness, with the Board expecting the Company to be in a net cash position during the course of this financial year, and the cash generative nature of the Company, the Board believes it is appropriate to undertake the proposed Capital Reduction.

The Company currently has a deficit on its profit and loss account. Without distributable reserves it is prohibited under the Act from making distributions, including dividends, to its Shareholders or buying back its shares. Accordingly, approval is being sought to carry out the Capital Reduction so as to create distributable reserves, thereby giving the Board the flexibility to consider distributions or capital returns to Shareholders in the future.

As at the date of this announcement, the balance standing to the credit of the Company's share premium account is £6,946,039 and the amount standing to the credit of the Company's capital redemption reserve is £617,000. It is proposed that:

(a)	the amount standing to the credit of share premium account be cancelled;
(b)	the amount standing to the credit of the capital redemption reserve be cancelled; and
(c)	the nominal value of each ordinary share of 2.5 pence per share ("Existing Ordinary Shares") in issue is reduced by 2.0 pence reducing the nominal value of each ordinary shares to 0.5 pence ("New Ordinary Shares").

Following the implementation of the Capital Reduction, there will be no change in the number of ordinary shares in issue. Shareholders will hold the same number of shares upon the Capital Reduction becoming effective as they did immediately beforehand. They will also be the same shares, except that the fully paid par value of the shares will be 0.5 pence per share rather than 2.5 pence per share.

The table below sets out the current number of Shares and their nominal amount both before and after the proposed Capital Reduction.

	Issued
	Number of Shares	Aggregate Nominal Amount
Current: Existing Ordinary Shares	126,603,134 shares of 2.5 pence each	£3,165,078.35
Proposed: New Ordinary Shares	126,603,134 shares of 0.5 pence each	£633,015.67

If approved by Shareholders and subsequently confirmed by the Court in the terms proposed by the Board, the effect of the Capital Reduction, as regards the proposed reduction of the share premium account, will be to release all of the amount standing to the credit of the share premium account so that £6,946,039 is credited to the distributable reserves of the Company.

The surplus on the profit and loss account will be further increased by:

(a)	reduction of the Company's capital redemption reserve of £617,000 to nil thereby making an additional £617,000 available to the Company; and
(b)	the reduction in nominal value from 2.5 pence per Existing Ordinary Share to 0.5 pence per New Ordinary Share as part of the Capital Reduction making a further £2,532,062.70 available to the Company.

The outcome of all of these actions would be to transition the retained profit and loss account reserve from a deficit of £5,699,601.90 (as at 31 March 2026 based on unaudited unconsolidated figures) to a surplus of £4,395,499.80 (based on the unaudited unconsolidated figures as at 31 March 2026). Implementation of the Capital Reduction is subject to a number of criteria and legal processes, which are explained further in the circular.

Shareholders should note that, unless the resolution is approved at the General Meeting (and the court subsequently confirms the Capital Reduction), the Capital Reduction will not take place.

Current trading and future prospects

Trading in Q1 2026 has been encouraging and the Board believes that Pebble is well-positioned to achieve its objectives for FY26 and beyond. Project order intake and SLA renewals in the first five months have kept revenue and profit forecasts year to date in line with management's expectations. As previously announced, Pebble has already secured a significant new US-based streaming company project win this year .

The Board has continued confidence in the prospects of the Company for this year and beyond.

Expected timetable of principal events

Publication of the circular	8 June 2026
Latest time for receipt of online proxy votes and Forms of Proxy for the General Meeting	11:00 a.m. on 22 June 2026
General Meeting	11:00 a.m. on 24 June 2026
Expected date of initial directions hearing of the Court	15 July 2026
Expected date of Court Hearing to confirm the Capital Reduction	28 July 2026
Registration of Court Order and Expected Effective Date for the Capital Reduction	30 July 2026

Notes

The expected dates for the confirmation of the Capital Reduction by the Court and it becoming effective are based on provisional dates that have been obtained for the required Court hearings of the Company's application. These provisional hearing dates are subject to change and dependent on the Court's timetable. If the expected dates of the Court hearings are changed (and consequently the expected effective date for the Capital Reduction), the Company will make further notifications via a Regulatory Information Service.

The timetable assumes that there is no adjournment of the General Meeting. If there is an adjournment, all subsequent dates are likely to be later than those shown.

Enquiries:

Pebble Beach Systems Group plc Peter Mayhead, CEO	Via KTZ Communications T: [phone]
Cavendish Capital Markets Limited (Nominated Adviser and Broker) Marc Milmo, Teddy Whiley - Corporate Finance Sunila de Silva - ECM	T: [phone]
KTZ Communications Katie Tzouliadis, Robert Morton	T: [phone]

 

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