REG - Belluscura PLC - Launch of WRAP Retail Offer

BelluscuraAnnouncement

07/02/2025 07:15

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RNS Number : 3276W  Belluscura PLC  07 February 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE WRAP RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE
TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF
BELLUSCURA PLC).  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY,
AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES OF BELLUSCURA PLC.

 

7 February 2025

 

Belluscura plc

("Belluscura" or the "Company")

 

WRAP Retail Offer to raise up to £0.5 million

 

Belluscura plc (AIM: BELL), a UK medical device company focused on developing
oxygen enrichment technology spanning broad industries and therapies, is
pleased to announce a retail offer (the "WRAP Retail Offer") via the
Winterflood Retail Access Platform ("WRAP"). The WRAP Retail Offer is being
undertaken alongside a Placing to raise approximately £4.0 million
(approximately $5.0 million) (the "Placing"), as announced at 7.00 a.m. on 7
February 2025. Under the WRAP Retail Offer, up to 25,000,000 new Ordinary
Shares (the "WRAP Retail Offer Shares") will be made available to eligible
retail Shareholders at a price of 2 pence per share (the "Issue Price")
representing a discount of approximately 69.2 per cent. to the closing price
on 5 February 2025. It is intended that the proceeds of the WRAP Retail Offer
will be utilised for general working capital purposes and to bolster the
Company's balance sheet.

 

The WRAP Retail Offer is conditional on the WRAP Retail Offer Shares being
admitted to trading on AIM and on the passing of the Resolutions by
Shareholders at a General Meeting to be held at 11.00 a.m. on 28 February
2025. A circular, containing further details of the Placing, the WRAP Retail
Offer and notice of the General Meeting is expected to be published and
despatched to Shareholders on 11 February 2025. It is anticipated that
admission of the WRAP Retail Offer Shares will become effective and that
dealings in the WRAP Retail Offer Shares will commence on AIM, at 8.00 a.m. on
4 March 2025.

 

For the avoidance of doubt, the WRAP Retail Offer is not part of the Placing.
Completion of the WRAP Retail Offer is conditional, inter alia, upon the
completion of the Placing.

 

The Company values its retail shareholder base and believes that it is
appropriate to provide its existing retail shareholders in the United Kingdom
the opportunity to participate in the WRAP Retail Offer.

 

Eligible retail Shareholders can contact their broker or wealth manager to
participate in the WRAP Retail Offer.

 

The WRAP Retail Offer is expected to close at 2.00 p.m. on 10 February 2025.
Investors should note that financial intermediaries may have earlier closing
times. The result of the WRAP Retail Offer is expected to be announced by the
Company on or around 10 February 2025.

 

Retail brokers wishing to participate in the WRAP Retail Offer on behalf of
eligible retail Shareholders, should contact WRAP@winterflood.com.

 

To be eligible to participate in the WRAP Retail Offer, applicants must be a
customer of a participating intermediary including individuals aged 18 years
or over, companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations.

 

There is a minimum subscription of £100 per investor under the WRAP Retail
Offer. The terms and conditions on which eligible retail Shareholders
subscribe will be provided by the relevant financial intermediaries including
relevant commission or fee charges.

 

The Company reserves the right to amend the size of the retail offer at its
discretion. The Company reserves the right to scale back any order and to
reject any application for subscription under the WRAP Retail Offer without
giving any reason for such rejection.

 

It is vital to note that once an application for WRAP Retail Offer Shares has
been made and accepted via an intermediary, it cannot be withdrawn.

 

The Company believes, based on advice received, that the WRAP Retail Offer
Shares will constitute 'eligible shares' and that the Company will be regarded
as a 'qualifying company' for the purposes of the EIS rules. The Company has
applied for advanced assurance from HMRC, however, no assurance has yet been
issued by HMRC which confirms that, inter alia, a subscription for the WRAP
Retail Offer Shares will meet the requirements for relief under the EIS.

 

None of the Directors nor the Company give any representation, warranty or
undertaking that any VCT investment in the Company is a qualifying holding, or
that a subscription for WRAP Retail Offer Shares will meet the requirements
for relief under the EIS, or that VCT or EIS qualifying status or eligibility
will not be withdrawn, nor do they warrant or undertake that the Company will
conduct its activities in a way that qualifies for or preserves its status or
the status of any investment in Ordinary Shares.  Share considering taking
advantage of any of the reliefs available to VCTs or under the EIS should seek
their own professional advice in order that they may fully understand how the
rules apply in their individual circumstances and what they are required to do
in order to claim any reliefs (if available). The rules governing reliefs
under VCT and EIS legislation are complex. Any prospective investors who are
considering investing in the WRAP Retail Offer Shares in order to obtain VCT
or EIS reliefs are recommended to take independent tax advice from a
professional tax adviser.

 

The WRAP Retail Offer Shares will, when issued, be credited as fully paid, and
have the right to receive all dividends and other distributions declared, made
or paid after their date of issue.

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for Ordinary Shares and investment in
the Company carries a number of risks, including the risk that investors may
lose their entire investment. Investors should take independent advice from a
person experienced in advising on investment in securities such as the
Ordinary Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

The WRAP Retail Offer is offered in the United Kingdom under the exemption
from the requirement to publish a prospectus in sections 86(1)(e) and 86(4) of
FSMA. As such, there is no need for publication of a prospectus pursuant to
the United Kingdom version of Regulation (EU) 2017/1129 as it forms part of
United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended), or for approval of the same by the FCA. The WRAP Retail Offer is not
being made into any jurisdiction other than the United Kingdom.

 

Unless otherwise stated, capitalised terms not otherwise defined in the text
of this announcement have the same meanings ascribed to them as in the
"Proposed Share Placing" announcement published by the Company on 6 February
2025.

 

For Further Information

 

 Belluscura plc                                                          Tel: +44 (0)20 3128 8100

 Adam Reynolds, Chairman

 Robert Rauker, Chief Executive Officer

 Simon Neicheril, Chief Financial Officer

 SPARK Advisory Partners Limited                                         Tel: +44 (0)20 3368 3550

 Nominated Adviser
 Neil Baldwin / Jade Bayat

 Dowgate Capital Limited                                                 Tel: +44 (0)20 3903 7715

 Joint Broker
 James Serjeant / Colin Climie (Sales and Corporate Broking)

 Russell Cook / Daniel Ingram (Corporate Finance)

 Allenby Capital Ltd                                                     Tel: +44 (0)20 3328 5656

 Joint Broker
 Guy McDougall / Amrit Nahal (Sales and Corporate Broking)

 Jeremy Porter / Lauren Wright (Corporate Finance)

                                 MHP                                     Tel: +44 (0)20 3128 8100

                                 Financial PR & Investor Relations       email: Belluscura@mhpgroup.com
                                 Katie Hunt / Matthew Taylor

 Winterflood Retail Access Platform                                      WRAP@winterflood.com
 Joe Winkley / Sophia Bechev                                             Tel: +44 (0)20 3100 0286

 

 

Further information on the Company can be found on its website at
https://ir.belluscura.com

 

The Company's LEI is 213800BRJQZE56XBPW94.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

Important Notices

 

The content of this announcement, which has been prepared by and is the sole
responsibility of the Company.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The WRAP Retail Offer Shares have not been and will not be registered under
the US Securities Act of 1933, as amended (the "US Securities Act") or under
the applicable state securities laws of the United States and may not be
offered or sold directly or indirectly in or into the United States. No public
offering of the WRAP Retail Offer Shares is being made in the United States.
The WRAP Retail Offer Shares are being offered and sold outside the United
States in "offshore transactions", as defined in, and in compliance with,
Regulation S under the US Securities Act ("Regulation S") to non-US persons
(within the meaning of Regulation S). In addition, the Company has not been,
and will not be, registered under the US Investment Company Act of 1940, as
amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for WRAP Retail Offer Shares in
the United States, Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction in which
such offer or solicitation is or may be unlawful. No public offer of the
securities referred to herein is being made in any such jurisdiction.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This announcement is
not an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the US
Securities Act, and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration.  No public offering of
securities is being made in the United States.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
Securities Ltd (registered address at Riverbank House, 2 Swan Lane, London
EC4R 3GA; FRN 141455). Winterflood Securities Ltd ("Winterflood") is
authorised and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for the Company and for no-one else and will
not regard any other person (whether or not a recipient of this announcement)
as its client in relation to the WRAP Retail Offer and will not be responsible
to anyone other than the Company for providing the protections afforded to its
clients, nor for providing advice in connection with the WRAP Retail Offer,
Admission and the other arrangements referred to in this announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Winterflood expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the
Financial Conduct Authority, the London Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Winterflood or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Winterflood and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The WRAP Retail Offer Shares to be issued or sold pursuant to the WRAP Retail
Offer will not be admitted to trading on any stock exchange other than the
London Stock Exchange.

 

It is further noted that the WRAP Retail Offer is only open to investors in
the United Kingdom who fall within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes
an existing member of the Company).

 

SPARK Advisory Partners Limited, which is authorised and regulated by the FCA
in the United Kingdom, is acting Nominated Adviser to the Company in
connection with the Placing. SPARK Advisory Partners Limited has not
authorised the contents of, or any part of, this announcement, and no
liability whatsoever is accepted by SPARK Advisory Partners Limited for the
accuracy of any information or opinions contained in this announcement or for
the omission of any material information. The responsibilities of SPARK
Advisory Partners Limited as the Company's Nominated Adviser under the AIM
Rules for Companies and the AIM Rules for Nominated Advisers are owed solely
to London Stock Exchange plc and are not owed to the Company or to any
director or shareholder of the Company or any other person, in respect of its
decision to acquire shares in the capital of the Company in reliance on any
part of this announcement, or otherwise.

 

Dowgate Capital Limited and Allenby Capital Limited are authorised and
regulated by the FCA in the United Kingdom. Dowgate Capital Limited and
Allenby Capital Limited are acting as joint brokers to the Company and no one
else in connection with the Placing and the contents of this announcement and
will not regard any other person (whether or not a recipient of this
announcement) as its client in relation to the Bookbuild or the contents of
this announcement nor will it be responsible to anyone other than the Company
for providing the protections afforded to its clients or for providing advice
in relation to the contents of this announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on Dowgate
Capital Limited and Allenby Capital Limited by FSMA or the regulatory regime
established thereunder, neither Dowgate Capital Limited nor Allenby Capital
Limited accepts any responsibility whatsoever, and makes no representation or
warranty, express or implied, for the Bookbuild or the contents of this
announcement including its accuracy, completeness or verification or for any
other statement made or purported to be made by it, or on behalf of it, the
Company or any other person, in connection with the Company and the contents
of this announcement, whether as to the past or the future. Dowgate Capital
Limited and Allenby Capital Limited accordingly disclaims all and any
liability whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the contents
of this announcement or any such statement.

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