Extension to deadline for posting Offer Document
28/11/2023 17:00
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RNS Number : 9599U Belluscura PLC 28 November 2023
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.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND INVESTORS SHOULD NOT MAKE ANY
INVESTMENT DECISION IN RELATION TO THE NEW SHARES EXCEPT ON THE BASIS OF THE
INFORMATION IN THE OFFER DOCUMENT WHICH IS PROPOSED TO BE PUBLISHED IN DUE
COURSE.
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 UNION (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 AND ANY PERSONS WHO
RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION
OF SUCH INSIDE INFORMATION.
28 November 2023
Belluscura plc
("Belluscura" or the "Company")
Recommended all share offer for TMT Acquisition plc by Belluscura plc
Grant of extension to deadline for posting of Offer Document
On 31 October 2023, the directors of Belluscura and the directors of TMT
Acquisition plc ("TMT Acquisition") announced that they had reached agreement
on the terms of a recommended all share offer by Belluscura for TMT
Acquisition to be effected by means of a takeover offer within the meaning of
Part 28 of the Companies Act 2006 (the "Offer").
It was expected that the offer document, containing the conditions and further
terms to which the Offer will be subject and the expected timetable, as well
as the actions to be taken by TMT Acquisition Shareholders (the "Offer
Document"), would be posted to TMT Acquisition Shareholders within 28 days of
31 October 2023. However, with the consent of the Panel on Takeovers and
Mergers, and while the terms of the Offer remain unchanged, there will be a
short delay in posting the Offer Document to TMT Acquisition Shareholders.
Belluscura currently anticipates that it will post the Offer Document to TMT
Acquisition Shareholders by mid-December 2023.
This announcement has been made with the consent of the TMT Acquisition Board.
Irrevocable Undertakings and Letter of Intent
The Company has received confirmation from Gresham House Asset Management
Limited that it agrees to continue to be bound by the irrevocable undertaking
entered into on 27 October 2023 notwithstanding the extension of the deadline
for the posting of the Offer Document. Therefore, all of the irrevocable
undertakings and letter of intent to accept the Offer referred to in the
Company's announcement on 31 October 2023 at 4.52 p.m. (London time) of its
firm intention to make the Offer (the "Announcement") remain binding
notwithstanding the extension.
Accordingly, the Company is in receipt of irrevocable undertakings and a
letter of intent to accept the Offer from TMT Acquisition Shareholders
holding, in aggregate, 16,805,418 TMT Acquisition Shares (representing
approximately 61.11% of the issued share capital of TMT Acquisition as at the
date of this announcement)(1).
Further details of the irrevocable undertakings and letter of intent are set
out in the Appendix to this announcement.
Capitalised terms used in this announcement shall, unless defined in this
announcement or unless the context provides otherwise, bear the same meaning
ascribed to such terms in the Announcement.
Enquiries:
Belluscura plc via MHP Group
Adam Reynolds
TMT Acquisition plc via focusIR
Paul Tuson
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
Guild Financial Advisory Limited - Financial Advisor to TMT Acquisition david.floyd@guildfin.co.uk
David Floyd
MHP Group - Financial PR & Investor Relations to Belluscura Belluscura@mhpgroup.com
Katie Hunt / Matthew Taylor
(1) The Announcement incorrectly stated that the total irrevocable
undertakings and letter of intent totalled 16,883,178 TMT Acquisition Shares,
representing, in aggregate approximately 61.39% of the issued share capital of
TMT Acquisition as a result of the error in the number of TMT Acquisition
Shares which are the subject of James Serjeant's irrevocable undertaking, as
set out in the Appendix to this announcement.
Important notices:
This announcement is not intended to, and does not, constitute, represent or
form part of any offer, invitation or solicitation of any offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities
or the solicitation of any vote or approval in any jurisdiction, whether
pursuant to this announcement or otherwise.
The release, distribution or publication of this announcement in jurisdictions
other than the United Kingdom may be restricted by the laws of the relevant
jurisdictions and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves about, and
observe, any applicable requirements. The information disclosed in this
announcement may not be the same as that which would have been disclosed if
this announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom. Any failure to comply with the
restrictions may constitute a violation of the securities law of any such
jurisdiction.
Disclaimers:
Dowgate Capital Limited ("Dowgate"), which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting as financial
adviser and broker to Belluscura and no one else in connection with the
matters referred to in this announcement and will not be responsible to anyone
other than Belluscura for providing the protections afforded to its clients or
for providing advice in connection with the matters referred to in this
announcement.
SPARK Advisory Partners Limited ("SPARK"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting as
nominated adviser to Belluscura for the purposes of the AIM Rules for
Companies published by the London Stock Exchange and no one else and will not
be responsible to anyone other than Belluscura for providing the protections
afforded to its clients.
Guild Financial Advisory Limited ("Guild Financial"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
as Rule 3 adviser to TMT Acquisition and no one else in connection with the
matters referred to in this announcement and will not be responsible to anyone
other than TMT Acquisition for providing the protections afforded to its
clients or for providing advice in connection with the matters referred to in
this announcement.
Right to switch to a Scheme
Belluscura reserves the right to elect to implement the Acquisition by way of
a Court sanctioned scheme of arrangement in accordance with Part 26 of the
Companies Act 2006 (a "Scheme") as an alternative to the Offer. In such an
event, the Scheme will be implemented on the same terms (subject to
appropriate amendments), so far as applicable, as those which would apply to
the Offer and subject to the amendments referred to in paragraph 1 of Part C
of Appendix 1 to the Announcement.
Disclosure requirements of the Code:
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m.
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 p.m. (London time) on the
10th business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3. Opening Position
Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror
and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
https://www.thetakeoverpanel.org.uk/ (https://www.thetakeoverpanel.org.uk/) ,
including details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified. You should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.
Rule 26.1 disclosure:
In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available on the investor section of the Belluscura's and TMT Acquisition's
websites at https://ir.belluscura.com/news-events/regulatory-news/
(https://ir.belluscura.com/news-events/regulatory-news/) and
www.tmtacquisition.com (http://www.tmtacquisition.com/) respectively 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.
APPENDIX
DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT
PART A - TMT Acquisition Directors' irrevocable undertakings
The TMT Acquisition Directors have each given an irrevocable undertaking to
accept the Offer in respect of their own beneficial holdings of TMT
Acquisition Shares as set out below:-
Name of TMT Acquisition Director Number of TMT Acquisition Shares Percentage of TMT Acquisition issued share capital
Harry Hyman 1,265,000 4.60%
Jonathan Satchell 1,290,000 4.69%
James Serjeant 790,000(1) 2.87%
TOTAL 3,345,000 12.16%
(1 ) The Announcement incorrectly set out James
Serjeant's irrevocable undertaking as being in respect of 867,760 TMT
Acquisition Shares constituting 3.15% of the issued share capital of TMT
Acquisition. Therefore the total number of TMT Acquisition Shares in respect
of which Belluscura has received irrevocable undertakings or a letter of
intent is correctly 16,805,418 TMT Acquisition Shares (representing
approximately 61.11% of the issued share capital of TMT Acquisition as at the
date of this announcement) rather than the 16,883,178 TMT Acquisition Shares
representing 61.39% of the issued share capital of TMT Acquisition stated in
the Announcement.
PART B - Non-Director shareholder irrevocable undertakings
The following TMT Acquisition Shareholders have each given an irrevocable
undertaking to accept the Offer in respect of their beneficial holdings of TMT
Acquisition Shares as set out below:
Name of TMT Acquisition Shareholder Number of TMT Acquisition Shares Percentage of TMT Acquisition issued share capital
Gresham House Asset Management Limited 4,602,036 16.73%
Euroblue Investments Limited 2,700,000 9.82%
Barnard Nominees Limited (nominee for Oberon Investments Limited) 780,000 2.84%
Dowgate Wealth Limited 2,503,382 9.10%
Dowgate Group Limited 625,000 2.27%
TOTAL 11,210,418 40.77%
PART C - Letter of Intent
The following TMT Acquisition Shareholder has given written confirmation of
its intent to instruct the custodian holding legal title to all the TMT
Acquisition Shares which it controls the exercise of all rights over to accept
the Offer in respect of such TMT Acquisition Shares and that such confirmation
relates to the number of TMT Acquisition Shares as set out below:-
Name of TMT Acquisition Shareholder Number of TMT Acquisition Shares Percentage of TMT Acquisition issued share capital
Canaccord Genuity Asset Management 2,250,000 8.18%
Notes:
1. The TMT Acquisition Shares referred to in the tables set out above in
this Appendix are (in the case of all such TMT Acquisition
Director/Shareholders other than Gresham House Asset Management Limited)
either held in the name of (and beneficially owned by) such TMT Acquisition
Director/Shareholder or such TMT Acquisition Director/Shareholder has
represented, warranted and confirmed to Belluscura that it is able to procure
the transfer and exercise all other rights attaching to such TMT Acquisition
Shares. In each case, such TMT Acquisition Director/Shareholder has
undertaken to accept itself, or to procure the acceptance of, the Offer in
respect of such TMT Acquisition Shares. In the case of Gresham House Asset
Management Limited, it has undertaken, represented and warranted to Belluscura
as to the identity of the registered holders of the TMT Acquisition Shares
shown against the name of Gresham House Asset Management Limited in the
relevant table set out above in this Appendix, that such TMT Acquisition
Shares are managed by it under discretionary management agreements, that it is
able to control the exercise of all the rights attaching to such TMT
Acquisition Shares and that it will procure such registered holders acceptance
of the Offer
2. The percentages in the table above have been rounded up to two
decimal places.
3. The irrevocable undertakings detailed in Part A of this Appendix will
remain binding in the event of any competing offer but will lapse and cease to
have effect if:-
a. the Offer Document has not been published within 28 days of the
date of release of the Announcement (or within such longer period as the Panel
may agree);
b. the Offer lapses or is withdrawn in accordance with its terms (save
as a result of Belluscura exercising its right to implement the acquisition of
TMT Acquisition by way of a scheme of arrangement rather than by way of a
takeover offer); or
c. any event occurs or becomes known to Belluscura before despatch of
the Offer Document (or the scheme document, as the case may be) as a result of
which the Panel requires or agrees that Belluscura need not make the Offer and
no new, revised or replacement takeover offer or scheme of arrangement is
announcement in accordance with Rule 2.7 of the Code at the same time.
4. The irrevocable undertakings detailed in Part B of this Appendix
given by each of the relevant TMT Acquisition Shareholders (other than Gresham
House Asset Management Limited) will lapse and cease to have effect:-
a. if before 6.00pm on the fifth business day after the publication of
the Offer Document, any third party announces a firm intention (in accordance
with Rule 2.7 of the Code) to make an offer to acquire all the equity share
capital of TMT Acquisition and:-
i. such competing offer is recommended by the TMT Acquisition Board;
ii. the making of such competing offer is not subject to any condition
precedent; and
iii. such competing offer, in the opinion of Guild Financial, values
each TMT Acquisition Share at more than 10 per cent. higher than the value
attributed to each TMT Acquisition Share under the Offer;
b. if the Offer Document has not been published within 28 days of the
date of release of the Announcement (or within such longer period as the Panel
may agree);
c. if the Offer lapses or is withdrawn in accordance with its terms
(save as a result of Belluscura exercising its right to implement the
acquisition of TMT Acquisition by way of a scheme of arrangement rather than
by way of a takeover offer); or
d. if any event occurs or becomes known to Belluscura before despatch
of the Offer Document (or the scheme document, as the case may be) as a result
of which the Panel requires or agrees that Belluscura need not make the Offer
and no new, revised or replacement takeover offer or scheme of arrangement is
announcement in accordance with Rule 2.7 of the Code at the same time.
5. The irrevocable undertaking detailed in Part B of this Appendix given
by Gresham House Asset Management Limited (as varied on 28 November 2023) will
cease and be of no further effect:-
a. upon the announcement (within the meaning of Rule 2.5 of the Code)
by any third party (other than a company controlled by Belluscura) of an offer
or scheme of arrangement to acquire the entire issued share capital of TMT
Acquisition at a price of not less than that which in the opinion of Guild
Financial values each TMT Acquisition Share at more than 5 per cent. higher
than the value attributed to each TMT Acquisition Share under the Offer;
b. if the Offer Document has not been published within 28 days of the
date of the Announcement or now (as set out in this announcement) within such
longer period as the Panel may agree; or
c. if the Offer or scheme of arrangement lapses or is withdrawn
(except if the Offer lapses or is withdrawn as a result of Belluscura electing
to switch from a takeover offer to a scheme of arrangement to implement the
acquisition of TMT Acquisition
6. The letter of intent in Part C of this Appendix does not impose any
legally binding obligation on the relevant TMT Acquisition Shareholder to
accept the Offer and/or otherwise affect its ability to deal in the TMT
Acquisition Shares held by it.
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