Voting procedures and documents
The company announced the voting arrangements on November 2. Each class of affected parties will consider one resolution: whether to approve Bigben Interactive's accelerated safeguard plan.
Creditors in Classes 1 through 6, other than Class 3, can vote electronically from 12:00 a.m. on November 12 through 11:59 p.m. on November 23. Bondholders, who make up Class 3, will vote by correspondence from 9:00 a.m. on November 12 through 11:59 p.m. on November 23. Both groups' votes will be counted on November 24.
Shareholders constitute Class 7, or Equity Holders. Their meeting will take place at 9:00 a.m. on November 24, with voting available in person, by correspondence, by proxy or electronically, subject to the procedures in their meeting notice.
The notices were published on November 2 in the BALO, France's bulletin of mandatory legal announcements, and a legal gazette. Bigben's website also carries the notices, class rules, voting instructions and other documents required to be available to creditors and shareholders.
The draft plan, prepared by Bigben with assistance from its court-appointed administrators, became available on the website the same day. Applicable rules allow changes up to 10 days before the voting date, with affected parties to be notified as appropriate. Bigben will publish the voting results on its website.
Creditor backing and proposed financing
The votes concern a restructuring agreement in principle announced on August 4, 2026, and later formalized through a lock-up agreement. Its signatories committed to support the restructuring and vote for the accelerated safeguard plan.
Those creditors include holders of senior bonds exchangeable into Nacon shares representing approximately 67.6% of the bonds' outstanding principal, along with all five syndicated credit facility lenders, representing 100% of that facility's outstanding balance. Credit institutions holding guarantees granted by Bigben and certain Nacon bank creditors also signed.
In the restructuring principles disclosed on September 22, Bigben put expected new money at €55 million to €60 million. The financing comprises €35 million received at closing from the Bigben Connected sale and a proposed €25 million cash capital increase with preferential subscription rights. Converting creditors acting as backstop guarantors would cover up to €20 million of the capital increase.
The sale to Modelabs was completed on October 8 after all conditions precedent had been satisfied. In addition to the €35 million paid at closing, Modelabs owes approximately €13 million through a vendor loan repayable in half-yearly installments over five years. That balance remains subject to final adjustment following the customary closing-accounts verification.
The restructuring also calls for €47.2 million of debt to be converted into Bigben shares and €26 million into redeemable bonds, known as ORAR, with a 36-month maturity. The debt covered consists of €59.4 million in convertible bonds, including the coupon due in February 2026, and €13.7 million outstanding under guarantees Bigben provided for Nacon bank debt.
Shareholder dilution and Nacon investment
Bigben has warned that the proposed capital increases will significantly dilute existing shareholders. Its September 22 illustration showed a 1% stake falling to 0.02% if existing shareholders do not participate in the preferential-rights capital increase. With participation on an irreducible basis, the illustrated stake would remain at 1.00%.
Bigben shares closed at €0.0642 on Euronext Paris on November 2, down 1.23% for the session, 2.43% over five days and 92.99% since the start of the year.
Bigben also has investment commitments under Nacon's restructuring plan. It will subscribe €16 million to a Nacon capital increase with preferential subscription rights as backstop guarantor, and approximately €19.5 million to a separate increase without preferential subscription rights by offsetting intra-group receivables.
As of August 31, Bigben owned 56.72% of Nacon's share capital and held 68.74% of its voting rights. After the planned transactions, its shareholding is expected to be approximately 60.4% to 69.4%.
Court review and completion timetable
The Commercial Court of Lille Métropole opened Bigben's accelerated safeguard procedure on August 17, 2026. Limited to financial creditors and shareholders, the procedure is intended solely to implement the agreed financial restructuring and secure court approval. The court appointed SELARL FHBX, represented by Maître Hélène Bourbouloux, and SELARL BMA, represented by Maître Laurent Miquel, as administrators to assist the company.
An October 7 judgment extended the procedure for two months, from October 17 through December 17, and scheduled the plan hearing for December 9. The court will consider adoption of the plan after the class votes.
Implementation of the restructuring transactions would follow adoption, with completion expected by the end of the first quarter of 2027. A document on Bigben's website explains the technical details of the capital transactions included in the draft plan and those to follow. The company said it would provide further updates, including a detailed timetable for the capital transactions.
