REG - Belluscura PLC - Strategic Review Update and Proposed Fundraising

BelluscuraAnnouncement

30/06/2025 07:00

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RNS Number : 8954O  Belluscura PLC  30 June 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH
LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED. ON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

30 June 2025

 

Belluscura plc

("Belluscura" or the "Company")

 

Update regarding Strategic Review and proposed Fundraising

 

Trading Update

 

Delay to publication of audited 2024 accounts

 

Belluscura plc (AIM: BELL), a UK medical device company focused on developing
oxygen enrichment technology spanning broad industries and therapies,
announced on 9 May 2025 that the Company had initiated a strategic review to
evaluate a range of options to substantially strengthen its capital position,
supporting both the Company's short-term cash requirements and its significant
medium-term growth prospects.

 

Having considered a number of potential funding options, the Company announces
that its wholly-owned subsidiary, Belluscura LLC ("Belluscura LLC") has signed
a short-term secured convertible loan note to raise up to $1.5 million (£1.1
million) (the "Loan Note").

 

The Loan Note has been arranged by Omaha Value, Inc. ("Omaha"), a private
US-based merchant banking and investment group.  Omaha has subscribed for an
initial $250,000.  Any further subscription will be drawn down at the
Company's discretion from funds provided by Omaha and a wider investor group
arranged by Omaha (the "Investor Group")

 

Further Loan Notes may be drawn down in tranches of $250,000 and will be
repayable within 12 months from the date of constitution.  It is envisaged
that the Loan Note will be repaid from the proceeds of a proposed fundraising,
as set out below, or otherwise converted at the holders' option, into new
ordinary shares of the Company at a conversion price of 1.125 pence per share.

 

The Loan Note carries an annualised interest rate of 18.0 per cent, payable
monthly in arrears.  The Loan Note will be secured against certain assets of
Belluscura LLC and the Company has also agreed to guarantee Belluscura LLC's
obligations under the Loan Note.  Under the terms of the Loan Notes Omaha has
been granted warrants to subscribe for up to 10,973,750 new ordinary shares in
Belluscura, and an exercise price of 1.125 pence, in respect of the initial
tranche of $250,0000 of Loan Notes with the right to receive up to a further
5,487,155 warrants on the same terms as part of its arrangement fee.  Omaha
and the Investor Group will be granted further warrants on the same basis in
respect of any further draw down of Loan Notes.

 

In addition, the Company has signed Heads of Terms with Omaha, whereby Omaha
will procure subscribers for new ordinary shares in the Company to raise a
minimum of $12.0 million (£8.9 million) before expenses by means of a direct
subscription with the Company (the "Subscription") at a price of 1.125 pence
per share.  Omaha and those investors participating in the Subscription will
also be granted warrants to subscribe for new ordinary shares in Belluscura
equivalent to the number of new ordinary shares issued through the
Subscription, at an exercise price of 1.125 pence.  The Company intends also
to offer shareholders the opportunity to participate in an open offer to
acquire new ordinary shares at the same issue price as subscribers in the
Subscription (the "Open Offer").  The new ordinary shares issued pursuant to
the Open Offer will receive a warrant equivalent to one new ordinary share for
every two new ordinary shares acquired through the Open Offer also at an
exercise price of 1.125 pence.

 

The Subscription and the Open Offer (together, the "Fundraising") will be
subject to, inter alia, approval by the Company's shareholders at a general
meeting of the Company.

 

As a result of the Loan Note subscription (assuming it is drawn down in full,
and that all subscribers elect to convert the drawn down Loan Note into new
ordinary shares, and exercise the attached warrants in full), Omaha and the
Investor Group will, on Admission of the resultant new ordinary shares to
trading on AIM, represent over 30 per cent. of the enlarged issued share
capital of the Company.

 

In order to enable Omaha and the Investor Group, or any connected party, to
proceed with the Loan Note subscription and the Subscription without
triggering a mandatory offer obligation for Omaha and the Investor Group, or
any connected party, the Company is consulting with the Takeover Panel to seek
agreement that, subject to the approval by shareholders on a poll in a general
meeting, the requirement for Omaha and the Investor Group to make a mandatory
offer to all shareholders under Rule 9 of the Takeover Code might be waived.
No such waiver has yet been agreed.

 

While the Board can confirm that discussions regarding the Subscription are
proceeding as set out above, there can be no certainty that the Fundraising
will proceed.  If the Fundraising does not proceed there is a material
uncertainty regarding the Company's ability to meet its short-term cash
requirements.

 

Trading Update

 

Further to the 9 May 2025 update announcement, demand for the X-PLOR during
May continued well, resulting in sales (unaudited) for the month of $0.54m
(April 2025: $0.52m).  Demand for the X-PLOR remains robust, reflecting the
growing need for portable oxygen solutions globally. Despite financial
challenges, the full commercial launch of the new DISCOV-R remains on track
for Q3.

 

Annual Report and Accounts

 

As stipulated by Rule 19 of the AIM Rules for Companies, the Company is
required to publish its audited annual report and accounts for the year ended
31 December 2024 ("Annual Report and Accounts") by 30 June 2025. The
preparation and audit of the Annual Report and Accounts has been proceeding
satisfactorily. However, because of the ongoing funding discussions the
Company will not be able to finalise the Annual Report and Accounts ahead of
the deadline of 30 June 2025, as required under the AIM Rules for Companies.

 

As a result, trading in the Company's ordinary shares on AIM will be suspended
with effect from 7:30 a.m. on 1 July 2025.  It is expected that suspension
from trading will be lifted upon completion of the funding exercise referred
to above, and publication of the audited Annual Report and Accounts.

 

Further details regarding the Fundraising will be announced as soon as
possible.

 

 

For further information please contact:

 

 Belluscura plc                                              Tel: +44 (0)20 3128 8100
 Paul Tuson, Chairman

 Robert Rauker, Chief Executive 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

 Russell Cook / Daniel Ingram

 Allenby Capital Limited                                     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 (about:blank)
 Katie Hunt / Matthew Taylor

 

 

Exchange rate used throughout                £1.00 : $1.35

 

For further information, please visit https://ir.belluscura.com/

 

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