REG - Belluscura PLC TMT Acquisition PLC - Form 8 (OPD) Belluscura plc - Amended
01/02/2024 18:15
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RNS Number : 7792B Belluscura PLC 01 February 2024
AMENDMENT TO THE OPENING POISTION DISCLOURE WITH RNS NUMBER 0465R, PUBLISHED
AT 07.00 ON THE 24 OCTOBER 2023.
Changes made to box 3(c) following agreement with the Takeover Panel regarding
the Constitution of the Belluscura Concert Party
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: BELLUSCURA PLC
(b) Owner or controller of interests and short positions disclosed, if
different from 1(a):
The naming of nominee or vehicle companies is insufficient. For a
trust, the trustee(s), settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant securities this form BELLUSCURA PLC
relates:
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEROR
(e) Date position held: 23 OCTOBER 2023
The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the discloser making YES
disclosures in respect of any other party to the offer?
TMT ACQUISITION PLC
If it is a cash offer or possible cash offer, state "N/A"
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.
(a) Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates
Class of relevant security: Ordinary 1p shares
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: Nil Nil
(2) Cash-settled derivatives: Nil Nil
(3) Stock-settled derivatives (including options) and agreements to Nil Nil
purchase/sell:
Nil Nil
TOTAL:
Class of relevant security: Convertible Loan Note 17 February 2026 50p
Interests Short positions
£ % £ %
(1) Relevant securities owned and/or controlled: Nil Nil
(2) Cash-settled derivatives: Nil Nil
(3) Stock-settled derivatives (including options) and agreements to Nil Nil
purchase/sell:
Nil Nil
TOTAL:
Class of relevant security: Convertible Loan Note 17 February 2026 40p
Interests Short positions
£ % £ %
(1) Relevant securities owned and/or controlled: Nil Nil
(2) Cash-settled derivatives: Nil Nil
(3) Stock-settled derivatives (including options) and agreements to Nil Nil
purchase/sell:
Nil Nil
TOTAL:
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: n/a
Details, including nature of the rights concerned and relevant percentages: n/a
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including
directors' and other employee options) of any person acting in concert with
the party to the offer making the disclosure:
(a) Beneficial holdings of the Directors of Belluscura plc, together with
the interests of persons acting in concert with Belluscura plc, (including
their close relatives and the related trusts of either of them) in Belluscura
plc ordinary shares of 1p each
Name Number of ordinary shares % of voting share capital Convertible Loan Note 17 February 2026 50p % Convertible Loan Note 17 February 2026 40p %
Adam Reynolds 1,808,176 1.31% 25,000 0.52% 0.00%
David Poutney and spouse 14,255,731 10.36% 500,000 10.55% 0.00%
Robert Rauker 1,035,684 0.75% 0.00% 0.00%
Richard Piper 80,000 0.05% 0.00% 0.00%
Robert Fary 32,000 0.02% 525,000 11.08% 0.00%
Nigel Wray & Family Trusts 15,121,079 10.99% 500,000 10.55% 100,000 3.67%
Stephen Hemsley 3,070,664 2.23% 0.00% 0.00%
Dowgate Group Limited (as principal)((1)) 1,230,000 0.89% 0.00% 0.00%
Lorna Tilbian 1,223,750 0.88% 0.00% 0.00%
Nambod Business Limited ((2)) 1,111,110 0.80% 0.00% 0.00%
Stuart Parkinson 389,998 0.28% 125,000 2.63% 25,000 0.91%
James Serjeant((3)) 293,293 0.21% 25,000 0.52% 0.00%
David Lis and spouse 240,177 0.17% 0.00% 0.00%
Madeline Poutney 236,274 0.17% 0.00% 0.00%
Alice Poutney and spouse 164,607 0.11% 0.00% 0.00%
Jonathan Serjeant 164,442 0.11% 0.00% 0.00%
Simon Carter and close relatives 108,387 0.07% 10,000 0.21% 0.00%
Sandra Carter 36,444 0.02% 0.00% 0.00%
Paul Richards 36,444 0.02% 0.00% 0.00%
Belluscura Employee Benefit Trust 50,000 0.03% 0.00% 0.00%
Dowgate Capital - Discretionary Funds 4,262,705 3.09% 484,000 10.21% 0.00%
Dowgate Wealth - Discretionary Funds 4,663,629 3.39% 125,000 2.63% 0.00%
49,614,594 36.07% 2,319,000 1.68% 125,000 0.09%
(1) Dowgate Capital Limited, a wholly owned subsidiary of Dowgate Group
Limited, is broker to both TMT Acquisition plc and to Belluscura plc,
resulting in its interests in relevant securities also being disclosed in the
offeree's Opening Position Disclosure. Dowgate Capital Limited is acting as
financial adviser to Belluscura plc in relation to the offer. Dowgate Group
Limited is deemed to be acting in concert with both Belluscura plc and TMT
Acquisition plc. James Serjeant and David Poutney are both directors and
shareholders of Dowgate Group Limited.
(2) Mr Nigel Wray was the settlor of Nambod Business Limited, for which
Wintrust Asia Pacific Pte Ltd is the Trustee, the beneficiaries being certain
charitable entities
(3) Total holdings of James Serjeant and close family members (of which
60,972 Belluscura plc shares are non-beneficial interests held by close
relatives). This excludes those Belluscura Shares held by Jonathan Serjeant
who is also a member of the Belluscura Concert Party. James Serjeant is a
director of TMT Acquisition plc and also, a director and shareholder of
Dowgate Group Limited resulting in his interests in relevant securities also
being disclosed in the offeree's Opening Position Disclosure.
(b) Details of options held by Directors
Name Maximum number outstanding Scheme Exercise price (£) Date of grant Expiry Date
Robert Rauker 1,927,199 Unapproved share option scheme £0.065 31/10/2019 31/10/2029
3,656,573
£0.15 07/5/2020 07/5/2030
Robert Fary 400,000 Unapproved share option scheme £0.39 16/1/2023 16/1/2033
Patrick Strollo 100,000 Unapproved share option scheme £0.15 07/4/2021 07/4/2031
(1) Dowgate Capital Limited, a wholly owned subsidiary of Dowgate Group
Limited, is broker to both TMT Acquisition plc and to Belluscura plc,
resulting in its interests in relevant securities also being disclosed in the
offeree's Opening Position Disclosure. Dowgate Capital Limited is acting as
financial adviser to Belluscura plc in relation to the offer. Dowgate Group
Limited is deemed to be acting in concert with both Belluscura plc and TMT
Acquisition plc. James Serjeant and David Poutney are both directors and
shareholders of Dowgate Group Limited.
(2) Mr Nigel Wray was the settlor of Nambod Business Limited, for which
Wintrust Asia Pacific Pte Ltd is the Trustee, the beneficiaries being certain
charitable entities
(3) Total holdings of James Serjeant and close family members (of which
60,972 Belluscura plc shares are non-beneficial interests held by close
relatives). This excludes those Belluscura Shares held by Jonathan Serjeant
who is also a member of the Belluscura Concert Party. James Serjeant is a
director of TMT Acquisition plc and also, a director and shareholder of
Dowgate Group Limited resulting in his interests in relevant securities also
being disclosed in the offeree's Opening Position Disclosure.
(b) Details of options held by Directors
Name Maximum number outstanding Scheme Exercise price (£) Date of grant Expiry Date
Robert Rauker 1,927,199 Unapproved share option scheme £0.065 31/10/2019 31/10/2029
3,656,573
£0.15 07/5/2020 07/5/2030
Robert Fary 400,000 Unapproved share option scheme £0.39 16/1/2023 16/1/2033
Patrick Strollo 100,000 Unapproved share option scheme £0.15 07/4/2021 07/4/2031
Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or
understanding, formal or informal, relating to relevant securities which may
be an inducement to deal or refrain from dealing entered into by the party to
the offer making the disclosure or any person acting in concert with it:
Irrevocable commitments and letters of intent should not be included. If there
are no such agreements, arrangements or understandings, state "none"
None
(b) Agreements, arrangements or understandings relating to
options or derivatives
Details of any agreement, arrangement or understanding, formal or informal,
between the party to the offer making the disclosure, or any person acting in
concert with it, and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant
securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
None
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
Date of disclosure: 24 October 2023
Contact name: Simon Carter
Telephone number: 020 3903 7723
Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .
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