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.
26 February 2024
BELLUSCURA PLC
("Belluscura" or the
"Company")
Recommended all share offer for TMT Acquisition plc
("TMT
Acquisition")
Offer update - acceptances
level
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 and the procedures for acceptance 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.
Acceptances level
Belluscura is pleased to announce
that, as at 3.00 p.m. (London time) on 23 February 2024, valid
acceptances of the Offer had been received in respect of 26,619,993
TMT Acquisition Shares, representing 96.79 per cent. of the issued
share capital of TMT Acquisition to which the Offer
relates.
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 23 February 2024 (being the latest practicable
date prior to the release of this announcement).
Offer closing
On 19 February 2024, Belluscura
announced that the Offer will close for acceptance at 5.00 p.m. on
7 March 2024. 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 and so that
completed and valid acceptance forms are received by Link
Registrars by not later than 5.00 p.m. on 7 March 2024.
Compulsory acquisition of remaining TMT Acquisition
Shares
As Belluscura has received
acceptances under the Offer in respect of over 90 per cent. in
value of the TMT Acquisition Shares to which the Offer relates (as
defined in the Companies Act 2006) and more than 90 per cent. of the
voting rights carried by those TMT Acquisition Shares and the Offer
is wholly unconditional, Belluscura has
exercised its rights in accordance with sections 974 to 991 of the
Companies Act 2006 to acquire compulsorily the remaining TMT
Acquisition Shares on the same terms as the Offer. Relevant documents have been sent to all non-assenting TMT
Acquisition Shareholders. 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 any
consideration due to them, in the form of New Belluscura Shares as
set out in the compulsory acquisition documents posted to the
non-assenting TMT Acquisition Shareholders.
Cancellation of Admission of TMT Acquisition Shares to Listing
on Official List and to trading on Main Market
As announced on 7 February
2024, applications have been made to cancel
the 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. Such trading will cease
when the cancellation of the Listing becomes effective. The
cancellation is expected to take effect from 8.00 a.m. on 7 March
2024.
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 5.00p.m. on 7 March 2024.
-
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 5.00 p.m. on 7
March 2024. 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.
Interests in relevant securities of TMT
Acquisition
Belluscura is currently the owner
of 26,619,993 TMT
Acquisition Shares, representing 96.79 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.
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.