REG - Belluscura PLC - Offer Closed

BelluscuraAnnouncement

08/03/2024 16:45

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RNS Number : 2245G  Belluscura PLC  08 March 2024

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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 (mailto: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.

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