공시 • Jun 18
BBGI Provides Update Regarding Delisting and Cancellation of Trading of Shares on the London Stock Exchange Further to the announcements made by Bidco and BBGI (BBGI Global Infrastructure S.A.) on 20 May 2025, BBGI confirmed that the listing of the BBGI Shares on the Official List and the admission to trading of the BBGI Shares on the Main Market of the London Stock Exchange will be cancelled with effect from 8.00 a.m. (London time) on 19 June 2025. Terms used but not defined in this announcement have the meaning given to them in the offer document which was published and made available to BBGI Shareholders on 6 March 2025. 공시 • Apr 03
BBGI Global Infrastructure to Apply for Cancellation of Listing from the Official List and Admission to Trading on the London Stock Exchange On 6 February 2025, Boswell Holdings 3 S.C.Sp. (‘Bidco’) (acting by its general partner Boswell Holdings 3 GP S.à r.l.) which is a newly formed special limited partnership indirectly controlled by British Columbia Investment Management Corporation (‘BCI’) and BBGI Global Infrastructure S.A. (‘BBGI’) announced that they had reached agreement on the terms of a recommended cash offer to be made by Bidco, a newly formedspecial limited partnership (société en commandite spéciale) indirectly controlled by BCI,to acquire the entire issued and to be issued share capital of BBGI (the ‘Offer’). The offer document in relation to the Offer (the ‘Offer Document’) and the BBGI circular and notice convening the General Meeting of BBGI Shareholders (the ‘BBGI Shareholder Circular’) were published and made available to BBGI Shareholders on 6 March 2025. BBGI Shareholders are reminded that, as stated in the Offer Document, if the Offer becomes or is declared Unconditional, BBGI will make an application to the FCA to cancel the listing of the BBGI Shares from the Official List and an application to the London Stock Exchange for the cancellation of the admission to trading of BBGI Shares on the Main Market. It is expected that such cancellation of listing and admission to trading will take effect no earlier than 20 Business Days after the Unconditional Date. BBGI will make an announcement through a Regulatory Information Service confirming the Delisting Date. The cancellation of listing and admission to trading of the BBGI Shares from the Official List and the London Stock Exchange's Main Market is expected to significantly reduce the liquidity and marketability of any BBGI Shares and/or BBGI Depository Interests and BBGI Shareholders are therefore strongly encouraged to accept the Offer prior to the Unconditional Date. As described in paragraph 11 of Part 1 (Letter from Bidco to BBGI Shareholders) of the Offer Document, subject to the Offer becoming Unconditional and the occurrence of the Delisting Date, Bidco and BBGI may implement the Asset Sale, being the sale by BBGI, directly or indirectly, of all or any of its assets and undertaking to Bidco (or an affiliate of Bidco) at fair value and otherwise on terms and conditions as either of the BBGI Boards may deem fit. There can be no certainty that Bidco and/or BBGI will elect to implement the Asset Sale following the Offer becoming Unconditional, or that, even if the Asset Sale is implemented,the proceeds will necessarily be distributed by BBGI (whether by way of a dividend or other distribution, or a repayment of capital and whether in a liquidation of BBGI or otherwise), or that if the proceeds of the Asset Sale are distributed by BBGI, BBGI Shareholders that have not accepted the Offer would receive the same amount in respect of their BBGI Shares as they would have received had they accepted the Offer. In light of the above, BBGI Shareholders are therefore strongly encouraged to accept the Offer prior to the Unconditional Date, in order to avoid holding illiquid BBGI Shares and/or BBGI Depository Interests and to ensure that, if the Offer becomes or is declared Unconditional, they realise value for their BBGI Shares in cash at a premium pursuant to the Offer and under the proposed Offer timetable. New Risk • Mar 30
New major risk - Revenue and earnings growth Earnings have declined by 0.4% per year over the past 5 years. This is considered a major risk. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. If profits are declining over an extended period, then in most cases the share price will decline over time unless the company can turn around its fortunes. A trend of falling earnings can be very difficult to turn around. If the company is well already established it may also be a sign the company has matured and is in decline. In addition, if the company pays dividends it will also likely need to reduce or cut them, striking a dual blow to total shareholder returns. Currently, the following risks have been identified for the company: Major Risks Dividend is not well covered by earnings and cash flows. Payout ratio: 229% Paying a dividend despite having no free cash flows. Earnings have declined by 0.4% per year over the past 5 years. 공시 • Mar 29
BBGI Global Infrastructure S.A., Annual General Meeting, Apr 30, 2025 BBGI Global Infrastructure S.A., Annual General Meeting, Apr 30, 2025, at 11:00 W. Europe Standard Time. Location: the registered office of the company, 6e route de treves, l 2633 senningerberg, grand duchy of luxembourg, Luxembourg New Risk • Mar 17
New minor risk - Financial data availability The company's latest financial reports are more than 6 months old. Last reported fiscal period ended June 2024. This is considered a minor risk. If the company has not reported its earnings on time, it may have been delayed due to audit problems or it may be finding it difficult to reconcile its accounts. Currently, the following risks have been identified for the company: Major Risk Dividend is not well covered by earnings and cash flows. Payout ratio: 106% Paying a dividend despite having no free cash flows. Minor Risk Latest financial reports are more than 6 months old (reported June 2024 fiscal period end).