REG - Belluscura PLC TMT Acquisition PLC - Acceptances level, issue of equity & AIM Admission

BelluscuraAnnouncement

22/02/2024 15:00

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RNS Number : 1600E  Belluscura PLC  22 February 2024

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22 February 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

 

Posting of compulsory acquisition notices

 

 

On 31 October 2023, Belluscura announced a recommended all share offer for TMT
Acquisition (the "Offer").  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"). The Company announced on 9 February 2024
that the Offer is wholly unconditional.

 

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 6.00 p.m. (London time) on 21
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 the close of business on 21 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 no 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 shares and the Offer is wholly unconditional,
Belluscura is now exercising 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 are
today being 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.

 

Issue of New Belluscura Shares and AIM Admission

 

Belluscura announces that 70,000 New Belluscura Shares have been allotted in
respect of valid acceptances received since 6.00 p.m. on 14 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 tomorrow, 23 February 2024 at 8.00 a.m..
The New Belluscura Shares will rank pari passu in all respects with the
Company's existing ordinary shares.

 

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 164,152,560. There are no
Ordinary Shares held in treasury and therefore the total number of voting
rights in the Company from AIM Admission will be 164,152,560.  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.

 

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 (about%3Ablank) and on TMT Acquisition's website at
www.tmtacquisition.com (http://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 (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.

 

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.

 

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