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5 April 2006
SEC DEREGISTRATION

Belize City, Belize, April 5, 2006 - On February 21, 2006, BB Holdings Limited (NASDAQ: BBHL, AIM: BBHL) (the “Company”) adopted an amendment to its Articles of Association, the purpose of which was to limit the number of US residents holding shares in the Company. Following recent corporate developments, the Company has now decided to reduce the number of US resident holders (who hold either directly or through nominees) to fewer than 300 and to then deregister from the US Securities and Exchange Commission (the “SEC”). It is the Company's view that registration under the US Securities Exchange Act of 1934 involves considerable expense and commitment of management resources, which are considered to be out of proportion with the benefits obtained from it by the Company and its shareholders.

The Company is now invoking this provision of its Articles of Association and accordingly, disposal notices, requiring US resident shareholders holding 4,000 shares or less to transfer or sell their holdings to non US holders, will be despatched this week.  The Company believes that following the transfer or sale by affected shareholders of their shares or the sale by the Company of their shares on their behalf, it will be able to demonstrate to the SEC that the number of US resident holders of its shares is less than 300. The Company anticipates completing the sale of shares on behalf of affected shareholders who do not dispose of their shares by June 30, 2006 and remitting the gross proceeds of such sales to them shortly thereafter.

The Company announced on March 17, 2006, its intention to cancel its listing on NASDAQ with effect from May 12, 2006.  Following cancellation of its listing on NASDAQ and the Company’s anticipated deregistration from the SEC, the Company’s shares will continue to be admitted to trading on AIM.

 

Forward Looking Statements

 

Certain statements in this press release constitute 'forward looking statements' within the meaning of the United States Private Securities Litigation Reform Act of 1995. In particular, statements contained herein regarding the consummation and benefits of future acquisitions, as well as expectations with respect to future revenues, operating efficiencies, net income and business expansion, are subject to known and unknown risks, uncertainties and contingencies, many of which are beyond the control of BB Holdings, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. Factors that might affect such forward looking statements include among others, overall economic and business conditions, the demand for BB Holdings' services, competitive factors, regulatory approvals and the uncertainty of consummation of future acquisitions. Additional factors which may affect BB Holdings' businesses and performance are set forth in submissions by BB Holdings with the United States Securities and Exchange Commission (the 'SEC'), which are available without charge from the SEC at www.sec.gov

 

 

For further information contact:

 

BB Holdings

Makinson Cowell

Belize: +501 227 7178

+1 (212) 994 9044

UK: +44 (0)20 7248 6700

 

 

Note: This and other press releases are available at the Company's web site:

http://www.bbholdingslimited.com


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