NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
9 February 2024
BELLUSCURA
PLC
Recommended all-share offer
for TMT Acquisition plc by Belluscura plc
Offer Update - Offer becomes
wholly unconditional
Appointments of Non-Executive
Directors
Directors
shareholdings
Total voting
rights
On 19 January 2024, the Board of Belluscura plc
("Belluscura") and the
independent director of TMT Acquisition plc ("TMT Acquisition") announced the revised
terms of the recommended all share offer to be made by Belluscura
for the whole of the issued share capital of TMT Acquisition (the
"Offer"), originally
announced on 31 October 2023. The full terms and conditions of the
Offer were set out in the offer document dated 19 January 2024 (the
"Offer
Document").
Terms used but not defined in this announcement
have the same meaning as set out in the Offer Document.
Offer wholly
unconditional
Belluscura is pleased to announce that,
following the admission to trading on AIM at 8.00 a.m. (UK
time) this morning of 24,974,109 New Belluscura Shares allotted and
issued as consideration for TMT Acquisition Shares in respect of
which valid acceptances of the Offer had been received by 6.00 p.m.
(London time) on 7 February 2024, the Offer has become wholly
unconditional.
As a result of the Offer becoming wholly
unconditional, Belluscura now owns 24,974,109 TMT Acquisition
Shares, representing 90.81 per
cent of the issued share capital of TMT Acquisition.
The Offer will remain open for
acceptance until further notice and 14 days' notice will be given
ahead of the Offer closing.
Appointments of Non-Executive
Directors
As a result also of the Offer becoming wholly
unconditional, the appointments of Paul Tuson and
Jonathan Satchell to the Board of Directors of Belluscura as
Non-Executive Directors have now become
effective.
Further information in relation to
Paul Tuson and Jonathan Satchell is set out in Belluscura's
original announcement of the Offer on 31 October 2023.
AIM Rule 17
Pursuant to AIM Rule 17, following
the issue of the 24,974,109 New
Belluscura Shares today, the Belluscura Directors' holdings of
Belluscura Shares are as follows:-
Belluscura Director
|
Belluscura
Shares
|
Percentage
of current enlarged issued share capital of Belluscura
|
David Poutney
|
14,255,731
|
8.77%
|
Adam Reynolds
|
2,033,176
|
1.25%
|
Robert Rauker
|
1,035,684
|
0.63%
|
Richard Piper
|
80,000
|
0.04%
|
Robert Fary
|
32,000
|
0.01%
|
Simon
Neicheril
|
-
|
0.00%
|
Dr Patrick
Strollo
|
-
|
0.00%
|
Jonathan Satchell
|
1,396,900
|
0.85%
|
Paul
Tuson
|
-
|
0.00%
|
Cancellation of Admission of TMT Acquisition Shares to Listing
on Official List and to trading on Main Market
As previously announced,
applications have been made to cancel the admission of the TMT
Acquisition Shares to listing on the Official List (standard
segment), subject to the AIM Admission. Trading in TMT
Acquisition Shares on the London Stock Exchange's Main Market will
cease when the cancellation of the Listing becomes effective, which
is expected to take effect from 8.00 a.m. on 7 March
2024.
Cancellation of admission of the TMT
Acquisition Shares to listing on the Official List (standard
segment) and to trading on the London Stock Exchange's Main Market
will significantly reduce the liquidity and marketability of all
TMT Acquisition Shares in respect of which acceptances of the Offer
have not been received.
TMT
Acquisition Shareholders who have not yet accepted the Offer are
therefore urged to do so as soon as possible in accordance with the
procedure set out below.
Action to be
taken and Procedures for Acceptance of the Offer
- To accept the Offer in
respect of certificated TMT Acquisition Shares, TMT Acquisition
Shareholders must:
Complete, sign and return the Form
of Acceptance, along with their valid share certificate(s) and/or
any other relevant documents of title as soon as possible and, in
any event, so as to be received by Link Group Corporate Actions,
Central Square, 29 Wellington Street, Leeds, LS1 4DL, United
Kingdom by no later than 1.00 p.m. on 19 March 2024 or, if earlier,
the Unconditional Date.
- To accept the Offer in
respect of uncertificated TMT Acquisition
Shares:
Acceptances should be made
electronically through CREST so that the TTE instruction settles as
soon as possible and, in any event, no later than 1.00 p.m. on 19
March 2024 or, if earlier, the Unconditional Date. If any TMT
Acquisition Shareholder is a CREST sponsored member, such TMT
Acquisition Shareholder should refer to his/her CREST sponsor as
only such TMT Acquisition Shareholder's CREST sponsor will be able
to send the necessary TTE instruction to Euroclear.
If any TMT Acquisition Shareholder holds TMT
Acquisition Shares in both certificated and uncertificated form,
such TMT Acquisition Shareholder should complete a Form of
Acceptance for the TMT Acquisition Shares held in certificated form
in accordance with paragraph 13(a) of Part II of the Offer Document
and the TMT Acquisition Shares held in uncertificated form should
be dealt with in accordance with paragraph 13(b) of Part II of the
Offer Document.
Full details on how to accept the Offer are set
out in the Offer Document, a copy of which is available on
Belluscura's website at https://ir.belluscura.com
and on TMT Acquisition's website at
www.tmtacquisition.com. Further copies of the
Offer Document and the Form of Acceptance are available from Link
Group by written request to Link Group Corporate Actions, Central
Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom or
request to Link Group by telephone on Tel: 0371 664 0300. Calls are
charged at the standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable
international rate. Lines are open between 9:00 a.m. and 5:30 p.m.,
Monday to Friday excluding public holidays in England and
Wales.
Settlement
Issue of the New Belluscura Shares
due to accepting TMT Acquisition Shareholders will be implemented
in full either on or before 23 February 2024 in respect of
acceptances complete in all respects and received by 6.00 p.m.
(London time) on 7 February 2024, or within 14 days of the date of
receipt of further acceptances which are valid and complete in all
respects.
Compulsory acquisition of remaining TMT Acquisition
Shares
As Belluscura has received
acceptances under the Offer in respect of more than 90% of the TMT
Acquisition Shares to which the Offer relates, Belluscura intends
to exercise its rights in accordance with sections 974 to 991 of
the Companies Act 2006 to acquire compulsorily the remaining TMT
Acquisition Shares in respect of which the Offer has not been
accepted, on the same terms as the Offer.
Relevant documents will be sent to
TMT Acquisition Shareholders shortly. TMT Acquisition
Shareholders who do not accept the Offer before it closes will have
their TMT Acquisition Shares compulsorily acquired and will need to
apply to Belluscura to claim the consideration due to them, in the
form of New Belluscura Shares.
Any TMT Acquisition Shareholder who
has not yet accepted the Offer would receive their consideration
sooner if they accepted the Offer than would be the case under the
compulsory acquisition procedures.
Belluscura Total Voting Rights
The total number of ordinary shares
of 1 penny each in Belluscura now in issue is 162,506,676 with
International Securities Identification Number (ISIN)
GB00BD3B8Z11.
There are no ordinary shares held in
treasury and therefore the total number of voting rights in
Belluscura is 162,506,676. This figure may be used by shareholders
as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change to their interest in, Belluscura under the FCA's Disclosure
Guidance and Transparency Rules.
Enquiries:
Belluscura
plc
Adam Reynolds
|
via MHP
Group
|
Dowgate
Capital Limited - Financial Advisor and Broker to
Belluscura
Russell Cook / Nicholas Chambers
|
+44 (0)20 3903
7715
|
SPARK Advisory
Partners Limited - Nominated Advisor to
Belluscura
Neil Baldwin / Jade Bayat
|
+44 (0)20 3368
3554
|
MHP Group -
Financial PR & Investor Relations to
Belluscura
Katie Hunt / Matthew Taylor
|
Belluscura@mhpgroup.com
|
Guild
Financial Advisory Limited - Financial Advisor to TMT
Acquisition
David Floyd
|
david.floyd@guildfin.co.uk
|
Responsibility
The persons responsible for the contents of
this announcement are the Belluscura Directors.
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 attention of Overseas Shareholders of TMT
Acquisition is drawn to paragraph 11 (Overseas Shareholders) of
Part II of, and paragraph 7 (Overseas Shareholders) of Part C of
Appendix 1 to, 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.
Notification
and public disclosure of transactions by persons discharging
managerial responsibilities ("PDMRs") and persons closely
associated ("PCA") with them.
1
|
Details of the
person discharging managerial responsibilities / person closely
associated
|
a)
|
Name
|
Adam Reynolds
|
2
|
Reason for
notification
|
a)
|
Position / status
|
Non-Executive Chairman
|
b)
|
Initial notification /Amendment
|
Initial notification
|
3
|
Details of the
issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
|
a)
|
Name
|
Belluscura plc
|
b)
|
LEI
|
213800BRJQZE56XBPW94
|
4
|
Details of the
transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and
(iv) each place where transactions have been
conducted
|
a)
|
Description of the financial instrument, type of
instrument
Identification code
|
Ordinary shares of £0.01 each in Belluscura
plc
ISIN: GB00BD3B8Z11
|
b)
|
Nature of the transaction
|
Consideration shares issued in
connection with Offer for TMT Acquisition plc
|
c)
|
Price(s) and volumes(s)
|
Price(s)
|
Volumes(s)
|
18.5p
|
225,000
|
|
d)
|
Aggregated information
|
n/a
|
e)
|
Date of the transaction
|
9 February 2024
|
f)
|
Place of the transaction
|
Outside a Trading venue
|
1
|
Details of the
person discharging managerial responsibilities / person closely
associated
|
a)
|
Name
|
Jonathan Satchell
|
2
|
Reason for
notification
|
a)
|
Position / status
|
Non-Executive Director
|
b)
|
Initial notification /Amendment
|
Initial notification
|
3
|
Details of the
issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
|
a)
|
Name
|
Belluscura plc
|
b)
|
LEI
|
213800BRJQZE56XBPW94
|
4
|
Details of the
transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and
(iv) each place where transactions have been
conducted
|
a)
|
Description of the financial instrument, type of
instrument
Identification code
|
Ordinary shares of £0.01 each in Belluscura
plc
ISIN: GB00BD3B8Z11
|
b)
|
Nature of the transaction
|
Consideration shares issued in
connection with Offer for TMT Acquisition plc
|
c)
|
Price(s) and volumes(s)
|
Price(s)
|
Volumes(s)
|
18.5pp
|
1,290,000
|
|
d)
|
Aggregated information
|
n/a
|
e)
|
Date of the transaction
|
9 February 2024
|
f)
|
Place of the transaction
|
Outside a Trading venue
|