5 February 2024
BELLUSCURA PLC
("Belluscura" or the
"Company")
Recommended all-share offer
for TMT Acquisition plc by Belluscura plc
Rule 9
Waiver
Result of General
Meeting
Belluscura plc (AIM: BELL), a
leading medical device developer focused on lightweight and
portable oxygen enrichment technology, announces that at the General Meeting held earlier today the
sole ordinary resolution put to the meeting by way of a poll was
duly approved by those Shareholders eligible to vote:
|
Votes for
|
% of shares
voted
|
Votes
against
|
% of shares
voted
|
Total votes (including
withheld)
|
% of issued share capital
voted by Independent Shareholders eligible to
vote
|
Votes withheld by Independent
Shareholders eligible to vote
|
Rule 9 Waiver Resolution
|
68,061,701
|
99.94%
|
38,605
|
0.06%
|
68,112,221
|
74.19%
|
11,915
|
Notes:
1. The full text of
the Rule 9 Waiver Resolution is set out in the Notice of the
General Meeting, which can be found at Part III of the
Circular.
2. Any proxy
appointments which gave discretion to the Chairman have been
included in the 'for' total.
3. A 'Vote withheld'
is not counted towards the votes 'for' or 'against' the Rule 9
Waiver Resolution.
4. The total number
of Ordinary Shares in issue on 1 February 2024 was
137,532,567.
5. Total Ordinary
Shares held by the Independent Shareholders on 1 February 2024 was
91,738,961.
6. Total Ordinary
Shares held by the Belluscura Concert Party on 1 February 2024 was
45,748,606.
7. In accordance
with the terms of the waiver of Rule 9 of the Code granted by the
Panel, only Independent Shareholders were permitted to vote on the
Rule 9 Waiver Resolution.
As a result, the waiver of a
potential obligation under Rule 9 of the Takeover Code for the
Belluscura Concert Party to make a mandatory general cash offer for
the whole of the issued and to be issued share capital of
Belluscura not already owned by the Belluscura Concert Party has
been approved. Accordingly, this condition of the Offer has been
satisfied.
Terms used but not defined in this
announcement have the same meaning as set out in the Circular to
Shareholders published by Belluscura on 19 January 2024.
For
further information please contact:
Belluscura
plc
|
via MHP
Group
|
Adam Reynolds, Chairman
Robert Rauker, Chief Executive
Officer
Simon Neicheril, Chief Financial
Officer
|
|
|
|
SPARK Advisory
Partners Limited (Nominated Advisor)
|
Tel: +44 (0)20 3368
3554
|
Neil Baldwin / Jade Bayat
|
|
|
|
Dowgate
Capital Limited (Broker)
|
Tel: +44 (0)20 3903
7715
|
Russell Cook / Nicholas
Chambers
|
|
|
|
MHP (Financial
PR & Investor Relations)
|
Tel: +44 (0)20 3128
8100
|
Katie Hunt / Matthew
Taylor
|
belluscura@mhpgroup.com
|
Responsibility
The persons responsible for the contents of
this announcement are the Belluscura Directors.
Disclosure
requirements of the Code
Under Rule 8.3(a) of the Takeover
Code, any person who is directly or indirectly interested in one
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the Offer
Period and, if later, following the announcement in which any
securities exchange offeror is first identified.
An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies
must be made by no later than 3.30 p.m. (London time) on the 10th
Business Day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
Business Day following the announcement in which any securities
exchange offeror is first identified.
Relevant persons who deal in the
relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure. Under
Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the Business Day following the date of the
relevant dealing. If two or more persons act together pursuant to
an agreement or understanding, whether formal or informal, to
acquire or control an interest in relevant securities of an offeree
company or a securities exchange offeror, they will be deemed to be
a single person for the purpose of Rule 8.3.
Opening Position Disclosures must
also be made by the offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror
companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in
the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk
, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any
offeror was first identified. You should contact the Panel's Market
Surveillance Unit on +44 20 7638 0129 if you are in any doubt as to
whether you are required to make an or a Dealing
Disclosure.
Important notice related to financial
advisors
SPARK Advisory Partners, which is
authorised and regulated by the FCA in the UK, is acting as
nominated adviser exclusively for Belluscura and no one else in
connection with the Offer and this announcement and will not be
responsible to anyone other than Belluscura for providing the
protections afforded to clients of SPARK Advisory Partners or for
providing advice in relation to the Offer the content of this
announcement or any matter referred to herein.
Dowgate Capital, which is authorised
and regulated by the FCA in the UK, is acting as financial adviser
and broker exclusively for Belluscura and no one else in connection
with the Offer and this announcement and will not be responsible to
anyone other than Belluscura for providing the protections afforded
to clients of Dowgate Capital or for providing advice in relation
to the Offer the content of this announcement or any matter
referred to herein.
Overseas
Shareholders
The Offer relates to securities in a company
which is registered in England and Wales, which is admitted to
trading on AIM and is subject to the disclosure requirements, rules
and practices applicable to such companies, which differ from those
of Restricted Jurisdictions in certain material respects. This
announcement has been prepared for the purposes of complying with
English law, the AIM Rules for Companies, the Market Abuse
Regulation, the rules of London Stock Exchange and the Code, and
the information disclosed may not be the same as that which would
have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the United
Kingdom. The release, publication or distribution of this
announcement in or into certain jurisdictions other than the United
Kingdom may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
requirements. To the fullest extent permitted by applicable law,
the companies and persons involved in the Offer disclaim any
responsibility or liability for the violation of such restrictions
by any person.
Copies of this announcement and formal
documentation relating to the Offer shall not be, and must not be,
mailed or otherwise forwarded, distributed or sent in, into or from
the United States or any other Restricted Jurisdiction or any
jurisdiction where to do so would violate the laws of that
jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in, into or from the United States
or any other Restricted Jurisdiction. Doing so may render invalid
any related purported acceptance of the Offer. Unless otherwise
determined by the Code and permitted by applicable law and
regulation, the Offer may not be made, directly or indirectly, in
or into, or by the use of mails or any means or instrumentality
(including, but not limited to, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities
exchange of the United States or any other Restricted Jurisdiction
and the Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities or otherwise from within the
United States or any other Restricted Jurisdiction. Accordingly,
copies of this announcement, the Offer Document, the Form of
Acceptance and all other accompanying documents relating to the
Offer are not being, and must not be directly or indirectly, mailed
or otherwise distributed or sent in, into or from the United States
or any other Restricted Jurisdiction.
Persons receiving this announcement, Offer
Document, the Form of Acceptance and all other accompanying
documents relating to the Offer (including, without limitation,
custodians, nominees and trustees) should observe these
restrictions and must not mail, otherwise forward, send, or
distribute them in, into or from the United States or any other
Restricted Jurisdiction or use such mails or any such means,
instrumentality or facility for any purpose directly or indirectly
in connection with the Offer, and doing so may render invalid any
related purported acceptance of the Offer.
Further details in relation to Overseas
Shareholders are contained in the Offer Document.
Publication on
Website
In accordance with Rule 26.1 of the Code, a
copy of this announcement will be available on the investor section
of Belluscura's website at
https://ir.belluscura.com by no later than 12.00
noon (London time) on the Business Day immediately following the
date of this announcement. The content of the websites referred to
in this announcement is not incorporated into and does not form
part of this announcement.
Availability
of Hard Copies
Pursuant to Rule 30.3 of the Code, a person so
entitled may request a copy of this announcement and any
information incorporated into it by reference to another source in
hard copy form by writing to Link Group Corporate Actions, Central
Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom. A
person may also request that all future documents, announcements
and information to be sent to that person in relation to the Offer
should be in hard copy form.