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.
8 March 2024
BELLUSCURA PLC
("Belluscura" or the
"Company")
Recommended all share offer for TMT Acquisition plc
("TMT
Acquisition")
Offer update - acceptances
level, issue of equity and AIM Admission
Offer
Closed
On 31 October 2023, Belluscura
announced a recommended all share offer for TMT Acquisition (the
"Offer"), which become
wholly unconditional on 9 February 2024. The full terms of,
and conditions to, 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 closed
In accordance with the announcement
made by Belluscura on 19 February 2024, the Offer closed for
acceptances at 5.00 p.m. (London time) on 7 March 2024.
Acceptances level
Belluscura is pleased to announce
that at 5.00 p.m. (London time) on 7 March 2024 (when the Offer
closed), valid acceptances of the Offer had been received in
respect of 26,852,550 TMT Acquisition Shares, representing 97.64
per cent. of the issued share capital of TMT Acquisition to which
the Offer related.
This total includes acceptances
received in respect of:-
(a) 16,805,418 TMT
Acquisition Shares, representing, in aggregate, 61.11 per cent. of
the issued share capital of TMT Acquisition, which were the subject
of irrevocable undertakings and a letter of intent to accept or
procure acceptance of the Offer; and
(b) 1,889,059 TMT
Acquisition Shares representing 6.87 per cent. of the issued share
capital of TMT Acquisition, from persons acting in concert with
Belluscura for the purposes of the Offer as described in the Offer
Document and whose acceptances have not already been included in
the figure in (a) above.
The percentage of the issued share
capital of TMT Acquisition referred to in this announcement is
based upon 27,500,000 TMT Acquisition Shares being in issue at
close of business on 7 March 2024 (being the latest practicable
date prior to the release of this announcement).
Issue of New Belluscura Shares and
AIM Admission
Belluscura announces that 232,557
New Belluscura Shares have been allotted in respect of valid
acceptances received since 6.00 p.m. on 28 February 2024.
Application has been made to the London Stock Exchange for these
New Belluscura Shares to be admitted to trading on AIM
("AIM Admission") and AIM
Admission is expected to take place at 8.00 a.m. on Tuesday 12
March 2024. The New Belluscura Shares will rank pari passu in all
respects with the Company's existing ordinary shares.
Compulsory acquisition of remaining TMT Acquisition
Shares
On 22 February 2024,
formal compulsory acquisition notices under
sections 979 and 980 of the Companies Act 2006 (the "Compulsory Acquisition Notices") were
sent to all TMT Acquisition
Shareholders who had not at that date accepted the
Offer, for the compulsory acquisition by
Belluscura of all the TMT Acquisition Shares owned by such TMT
Acquisition Shareholders on the same terms as the Offer.
The TMT
Acquisition Shares held by such
TMT Acquisition Shareholders will be acquired compulsorily by Belluscura on
the same terms as the Offer on 4 April 2024 (being the date which
is six weeks from the date of the Compulsory Acquisition Notices),
assuming that no application has been made to court by such
TMT Acquisition Shareholders in respect of their holding of
TMT Acquisition Shares by
that date. The consideration, in the form of New Belluscura Shares,
to which those TMT Acquisition
Shareholders will be entitled will be held by and
issued to TMT Acquisition
as a trustee on their behalf and in order to claim
their consideration, such TMT
Acquisition Shareholders will need to apply
in writing to Link Group (Dissentient Team) at the end of the six
week period.
Belluscura total voting rights
Upon AIM Admission, the total number
of ordinary shares of 1 penny each in the Company ("Ordinary Shares") in issue will be
164,385,117. There are no Ordinary Shares held in treasury and
therefore the total number of voting rights in the Company from AIM
Admission will be 164,385,117. 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, the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Cancellation of Admission of TMT Acquisition Shares to Listing
on Official List and to trading on Main Market
Admission of the TMT Acquisition
Shares to listing on the Official List (standard segment) was
cancelled, and trading in TMT Acquisition Shares on the London
Stock Exchange's Main Market ceased, with effect from 8.00 a.m.
(London time) on 7 March 2024.
Interests in relevant securities of TMT
Acquisition
Belluscura is currently the owner
of 26,852,550 TMT
Acquisition Shares, representing 97.64 per cent. of the issued
share capital of TMT Acquisition. Upon completion of the compulsory
acquisition procedure on 4 April 2024 as referred to above, it will
own 27,500,000 TMT Acquisition Shares , representing 100
per cent. of the issued share capital of TMT
Acquisition.
Save as aforesaid, neither
Belluscura nor any of the Directors of Belluscura nor (so far as
Belluscura is aware) any person acting in concert with Belluscura
(a) is interested in, or has any rights to subscribe for, any
relevant securities of TMT Acquisition, or securities convertible
or exchangeable into TMT Acquisition Shares; (b) has any short
position (whether conditional or absolute and whether in the money
or otherwise) in, including any short position under a derivative
or any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery of, any
relevant securities of TMT Acquisition; or (c) has any borrowing or
lending of any relevant securities of TMT Acquisition.
Enquiries
Belluscura plc
via MHP Group
Adam Reynolds
Dowgate Capital Limited - Financial Advisor and Broker to
Belluscura
+44 (0)20 3903 7715
Russell Cook / Nicholas
Chambers
SPARK Advisory Partners Limited - Nominated Advisor to
Belluscura
+44 (0)20 3368 3554
Neil Baldwin / Jade Bayat
MHP
Group - Financial PR & Investor Relations to
Belluscura
Belluscura@mhpgroup.com
Katie Hunt / Matthew
Taylor
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.
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 such website 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.