REG - Belluscura PLC TMT Acquisition PLC - Form 8 (OPD) TMT Acquisition plc - Amended

Tmt AcquisitionAnnouncement

01/02/2024 18:30

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RNS Number : 7795B  Belluscura PLC  01 February 2024

AMENDMENT TO THE OPENING POISTION DISCLOURE WITH RNS NUMBER 0330R, PUBLISHED
AT 07.00 ON THE 24 OCTOBER 2023.

 

Changes made to box 3(b) 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  TMT ACQISITION 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?

                                                                               BELLUSCURA 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 4p 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:

 

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 TMT
            Acquisition plc ordinary shares of 4p each
 Name                                             Number of ordinary shares held  % of voting 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                       30.31%

 

 (1)   Total holdings of James Serjeant and close family members (of which
 45,000 TMT Acquisition shares are non-beneficial interests held by close
 relatives). This excludes those TMT Acquisition 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.

 (2)   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 is a director and shareholder of Dowgate
 Group Limited.

 

(1)   Total holdings of James Serjeant and close family members (of which
45,000 TMT Acquisition shares are non-beneficial interests held by close
relatives). This excludes those TMT Acquisition 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.

 

(2)   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 is a director and shareholder of Dowgate
Group Limited.

 

 

 

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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