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

Tmt AcquisitionAnnouncement

08/02/2024 15:45

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RNS Number : 5445C  Belluscura PLC  08 February 2024

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.

 

8 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

 

 

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"). 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 7
February 2024 valid acceptances of the Offer had been received in respect of
24,974,109 TMT Acquisition Shares, representing 90.81 per cent. of the issued
share capital of TMT Acquisition, all of which acceptances Belluscura may
count towards the satisfaction of the Acceptance Condition.

 

This total includes acceptances received in respect of 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.

 

The total valid acceptances of the Offer received in respect of 24,974,109 TMT
Acquisition Shares also includes acceptances received in respect of 1,397,837
TMT Acquisition Shares representing, 5.08 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 paragraph 3.1 of Appendix 3 of the
Offer Document and whose acceptances have not already been included in the
figures given for acceptances in the preceding paragraph received from those
who gave irrevocable undertakings and the letter of intent to Belluscura to
accept the Offer.

 

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 7 February 2024 (being the latest
practicable date prior to the release of this announcement).

 

The Offer will remain open for acceptance until further notice and 14 days'
notice will be given ahead of the Offer closing.

 

AIM Admission

 

Further to the announcement on 7 February 2024 confirming that the Offer is
unconditional save for admission of New Belluscura Shares to be issued
pursuant to the Offer to trading on AIM ("AIM Admission"), Belluscura
announces that 24,974,109 New Belluscura Shares have been allotted conditional
on AIM Admission which is expected to take place tomorrow, 9 February 2024, at
8.00 a.m., whereupon the Offer will become wholly unconditional.

 

Interests in relevant securities

 

The interests of the Directors of Belluscura, together with the interests of
persons acting in concert with Belluscura, (including the close relatives and
the related trusts of any of them) in TMT Acquisition Shares as at the close
of business on 7 February 2024 (being the latest practicable date prior to
publication of this announcement) are as set out below:

 Name                                   Number of                % of

TMT Acquisition Shares
TMT Acquisition issued share capital
 Nigel Wray & Family Trusts             2,700,000                9.81%
 James Serjeant((1))                    835,000                  3.03%
 Dowgate Group((2))                     625,000                  2.27%
 Stephen Hemsley                        585,005                  2.12%
 Adam Reynolds                          225,000                  0.81%
 Jonathan Serjeant                      32,760                   0.11%
 Madeline Poutney                       22,230                   0.08%
 Dowgate Capital - Discretionary Funds  234,002                  0.85%
 Dowgate Wealth - Discretionary Funds   3,077,622                11.19%
                                        8,336,619                30.27%

(1)      Total holdings of James Serjeant and close relatives excluding
those held by Jonathan Serjeant who is a member of the Belluscura Concert
Party (of which 45,000 TMT Acquisition Shares are held by close relatives).

(2)      Includes TMT Acquisition Shares beneficially owned by Dowgate
Capital.

 

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.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Takeover Code, any person who is directly or
indirectly interested in one per cent. 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 Takeover Code, any person who is, or becomes, interested in one per
cent. 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 Panel's
website at www.thetakeoverpanel.org.uk (about%3Ablank) , 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 20 7638 0129 if you are in any doubt as to
whether you are required to make an or a Dealing Disclosure.

 

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 Offer relates to securities in a company which is registered in England
and Wales, which is admitted to trading on AIM and is subject to the
disclosure requirements, rules and practices applicable to such companies,
which differ from those of Restricted Jurisdictions in certain material
respects. This announcement has been prepared for the purposes of complying
with English law, the AIM Rules for Companies, the Market Abuse Regulation,
the rules of London Stock Exchange and the Code, and the information disclosed
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. The release, publication or distribution of this
announcement in or into certain jurisdictions other than the United Kingdom
may be restricted by law 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. To the fullest extent
permitted by applicable law, the companies and persons involved in the Offer
disclaim any responsibility or liability for the violation of such
restrictions by any person.

 

Copies of this announcement and formal documentation relating to the Offer
shall not be, and must not be, mailed or otherwise forwarded, distributed or
sent in, into or from the United States or any other Restricted Jurisdiction
or any jurisdiction where to do so would violate the laws of that jurisdiction
and persons receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send them in, into
or from the United States or any other Restricted Jurisdiction. Doing so may
render invalid any related purported acceptance of the Offer. Unless otherwise
determined by the Code and permitted by applicable law and regulation, the
Offer may not be made, directly or indirectly, in or into, or by the use of
mails or any means or instrumentality (including, but not limited to, e-mail
or other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or of any facility of a national, state or other securities
exchange of the United States or any other Restricted Jurisdiction and the
Offer may not be capable of acceptance by any such use, means, instrumentality
or facilities or otherwise from within the United States or any other
Restricted Jurisdiction. Accordingly, copies of this announcement, the Offer
Document, the Form of Acceptance and all other accompanying documents relating
to the Offer are not being, and must not be directly or indirectly, mailed or
otherwise distributed or sent in, into or from the United States or any other
Restricted Jurisdiction.

 

Persons receiving this announcement, Offer Document, the Form of Acceptance
and all other accompanying documents relating to the Offer (including, without
limitation, custodians, nominees and trustees) should observe these
restrictions and must not mail, otherwise forward, send, or distribute them
in, into or from the United States or any other Restricted Jurisdiction or use
such mails or any such means, instrumentality or facility for any purpose
directly or indirectly in connection with the Offer, and doing so may render
invalid any related purported acceptance of the Offer.

 

Further details in relation to Overseas Shareholders are contained in 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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