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Bigtincan (BTH) investor relations material
Bigtincan Scheme Meeting 2025 summary
Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.
Shareholder and Optionholder Proposals
Scheme of arrangement for Bigtincan Holdings Limited shareholders and optionholders considered and voted on, subject to court approval and agreed conditions.
Two separate option scheme resolutions for cancellation and extinguishment of certain options were included.
Scheme involves Big Wombat acquiring 100% of ordinary shares and canceling certain options for cash consideration, calculated using the Black Scholes methodology.
Implementation subject to approval by option holders, the Supreme Court of NSW, and regulatory filings, with payment expected in April 2025.
Scheme subject to customary conditions, including court approval and majority support from option holders.
Meeting Proceedings and Governance
Meeting opened at 12PM with a quorum present; board and executives attended in person or virtually.
Chair Tom Amos introduced the board and outlined the meeting's purpose; notice distributed to all eligible option holders.
Option holders could ask questions in person or online, but no questions were raised.
Independent expert concluded the scheme is fair and reasonable and in the best interest of option holders in the absence of a superior proposal.
Directors unanimously recommend voting in favor and intend to vote their own holdings accordingly.
Voting Outcomes
Share scheme resolution: 99.16% of proxy votes in favor, 0.66% against, with 78.38% of shareholders represented by proxy; at least 75% approval required.
First option scheme resolution: 100% of proxy votes in favor, 0% against, all 15 optionholders represented by proxy; at least 75% approval required.
Second option scheme resolution: 100% of proxy votes in favor, 0% against, all 12 optionholders represented by proxy; at least 75% approval required.
Voting was conducted by poll, with both in-person and online participation; chair held proxies and voted all director proxies in favor.
Final results pending poll validation and inclusion of in-person votes, to be announced via ASX.
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