REG - Belluscura PLC TMT Acquisition PLC - Extension to deadline for posting Offer Document

Tmt AcquisitionAnnouncement

22/12/2023 12:15

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RNS Number : 8167X  Belluscura PLC  22 December 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.

 

22 December 2023

BELLUSCURA PLC

("Belluscura" or the "Company")

 

Date 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").

 

On 28 November 2023, Belluscura announced that there would be a short delay
(with the consent of the Panel on Takeovers and Mergers (the "Panel")) in the
posting out to TMT Acquisition Shareholders of the Offer Document.  With the
agreement of the Panel, Belluscura now intends to post the Offer Document out
to TMT Acquisition Shareholders by mid-January 2024.

 

 

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 on 31 October 2023 of the Offer
(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

 

 

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 Advisory"), 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
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 Belluscura's and TMT Acquisition's
websites at
www.belluscura.com/belluscura-possible-offer-for-tmt-acquisition-plc
(http://www.belluscura.com/belluscura-possible-offer-for-tmt-acquisition-plc)
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.

 

 

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