Update re: CEO Dismissal
CEO Sara Murray dismissed for failing to disclose interests in shareholders and Rule 9 takeover code breach risk.
- Sara Murray shareholding at Admission approximately 25.3%
- Relevant Entities shareholding at Admission approximately 17.7%
- Sara Murray current shareholding approximately 26.8%
- Relevant Entities current shareholding approximately 17.3%
- Judith Murray shareholding at Admission (acting in concert) 600,000 shares (approximately 0.21%)
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The Company confirms that it has notified the Panel on Takeovers and Mergers (the "Panel") in relation to the matters previously announced by the Company on 21 March 2025 and 31 March 2025.
As previously announced, the Company has concluded that Sara Murray:
- has or had a previously undisclosed interest in, or relationship with, Zinc Limited, Monitoring Partners Limited, RCP Limited and Romelle Limited (the "Relevant Entities") who, immediately following the Company's IPO and admission to AIM on 28 July 2021 ("Admission"), held ordinary shares in the Company ("BIG Shares") representing approximately 17.7% of the Company's issued share capital at that time, and which represent a holding of approximately 17.3% now. The Company is not aware of any changes to the number of BIG Shares or interest in BIG Shares held by any of the Relevant Entities since Admission; and
- failed to disclose her interests in, and relationship with, the Relevant Entities in the context of Admission.
Separately to the Relevant Entities, Sara Murray:
- held BIG Shares representing approximately 25.3% of the Company's issued share capital at Admission;
- is presumed to be acting in concert with her sister, Judith Murray, who held 600,000 BIG Shares at Admission representing approximately 0.21% of the Company's issued share capital at that time (resulting in an aggregate shareholding of 25.51%); and
- since Admission, has acquired further interests in BIG Shares, and therefore, so far as the Company is aware, currently personally holds BIG Shares representing approximately 26.8% of the Company's issued share capital.
The notification to the Panel was made, among other reasons, because the facts and circumstances above potentially engage Rule 9 of the City Code on Takeovers and Mergers (the "Code") which, except with the consent of the Panel, requires a mandatory offer to be made on the basis set out in the Code to shareholders generally by any person who (together with persons acting in concert with them) is interested in shares which in aggregate carry between 30% and 50% of the voting rights of a company where that person (or any person acting in concert with them) acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which that person is interested.
The Company will provide further updates as appropriate.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.