REG - Belluscura PLC TMT Acquisition PLC - Acceptances received in respect of the Offer

Tmt AcquisitionAnnouncement

05/02/2024 07:00

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RNS Number : 9480B  Belluscura PLC  05 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.

 

 

5 February 2024

 

BELLUSCURA PLC

 

Recommended all-share offer for TMT Acquisition plc by Belluscura plc

 

Update regarding Acceptances received in respect of the Offer

 

 

On 19 January 2024, the Board of Belluscura plc ("Belluscura") and the
independent director of TMT Acquisition plc ("TMT Acquisition") announced the
revised terms of the recommended all share offer to be made by Belluscura for
the whole of the issued share capital of TMT Acquisition (the "Offer"),
originally announced on 31 October 2023, and that the Offer Document was being
published and sent to TMT Acquisition Shareholders on 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 received

 

Belluscura is pleased to announce that as at 3.00 p.m. (London time) on 2
February 2024 valid acceptances of the Offer had been received in respect of
24,474,109 TMT Acquisition Shares, representing 88.99 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 16,305,418 TMT
Acquisition Shares, representing, in aggregate, 59.29 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.

 

Irrevocable undertakings and the letter of intent have been received by
Belluscura in respect of an aggregate 16,805,418 TMT Acquisition Shares
(representing 61.11 per cent of the issued share capital of TMT Acquisition),
which includes an irrevocable undertaking from Mr Jonathan Satchell (a
Director of TMT Acquisition) in respect of his entire holding of 1,290,000 TMT
Acquisition Shares. Mr Satchell has irrevocably instructed his brokers (in the
names of the nominees for which brokers the shares are held) to submit
acceptances in respect of his entire TMT Acquisition shareholding.  However,
to date acceptances have been received over only 790,000 of his TMT
Acquisition Shares whilst acceptance of the Offer in respect of the balance of
his holding, being 500,000 TMT Acquisition Shares, has yet to be received.

 

The above total of acceptances received also includes acceptances received in
respect of 1,397,837 TMT Acquisition Shares representing, in aggregate, 5.08
per cent. of the 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 to
Belluscura to accept the Offer.

 

The percentage of TMT Acquisition Shares referred to in this announcement is
based upon 27,500,000 TMT Acquisition Shares being in issue at close of
business on 2 February 2024 (being the latest practicable date prior to the
release of this announcement).

 

Cancellation of Admission of TMT Acquisition Shares to Listing on Official
List and to trading on Main Market

 

TMT Acquisition Shares are currently admitted to listing on the Official List
(standard segment) and to trading on the London Stock Exchange's Main Market.
TMT Acquisition Shareholders should be aware that, subject to the Offer being
declared or becoming unconditional, application will be made to cancel the
admission of the TMT Acquisition Shares to such listing and trading.

 

Cancellation of 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 will significantly reduce the liquidity and marketability of all
TMT Acquisition Shares in respect of which acceptances of the Offer have not
been received.

 

Offer open for acceptance

 

The Offer remains open for acceptance. TMT Acquisition Shareholders who have
not yet accepted the Offer are urged to do so as soon as possible in
accordance with the procedure set out below.

 

Conditions of the Offer

 

The Offer remains conditional upon, amongst other matters:

(i)            the waiver of a potential obligation under Rule 9 of
the Takeover Code for the Belluscura Concert Party to make a mandatory general
cash offer for the whole of the issued and to be issued share capital of
Belluscura not already owned by the Belluscura Concert Party being approved by
the Independent Belluscura Shareholders at the Belluscura General Meeting to
be held at 11.00 a.m. today (the "Rule 9 Waiver"); and

(ii)           admission of the New Belluscura Shares to trading on
AIM

 

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 1.00 p.m. on 19 March 2024 or, if earlier, the Unconditional
Date.

-      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 1.00
p.m. on 19 March 2024 or, if earlier, the Unconditional Date. 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 and on TMT Acquisition's website at
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 0:00 a.m. and 5:30 p.m., Monday to
Friday excluding public holidays in England and Wales.

 

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 close of
business on 2 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 Limited((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 (about:blank)

 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:blank) , 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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