REG - Belluscura PLC TMT Acquisition PLC - Offer becomes wholly unconditional

Tmt AcquisitionAnnouncement

09/02/2024 08:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240209:nRSI6433Ca&default-theme=true

RNS Number : 6433C  Belluscura PLC  09 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

 

9 February 2024

 

 

BELLUSCURA PLC

 

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

 

Offer Update - Offer becomes wholly unconditional

Appointments of Non-Executive Directors

Directors shareholdings

Total voting rights

 

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. The full terms and conditions of the
Offer 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.

 

Offer wholly unconditional

 

Belluscura is pleased to announce that, following the admission to trading on
AIM at 8.00 a.m. (UK time) this morning of 24,974,109 New Belluscura Shares
allotted and issued as consideration for TMT Acquisition Shares in respect of
which valid acceptances of the Offer had been received by 6.00 p.m. (London
time) on 7 February 2024, the Offer has become wholly unconditional.

 

As a result of the Offer becoming wholly unconditional, Belluscura now owns
24,974,109 TMT Acquisition Shares, representing 90.81 per cent of the issued
share capital of TMT Acquisition.

 

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

 

Appointments of Non-Executive Directors

 

As a result also of the Offer becoming wholly unconditional, the appointments
of Paul Tuson and Jonathan Satchell to the Board of Directors of Belluscura as
Non-Executive Directors have now become effective.

 

Further information in relation to Paul Tuson and Jonathan Satchell is set out
in Belluscura's original announcement of the Offer on 31 October 2023.

 

AIM Rule 17

 

Pursuant to AIM Rule 17, following the issue of the 24,974,109 New Belluscura
Shares today, the Belluscura Directors' holdings of Belluscura Shares are as
follows:-

 

 Belluscura Director  Belluscura Shares  Percentage of current enlarged issued share capital of Belluscura
 David Poutney        14,255,731         8.77%
 Adam Reynolds        2,033,176          1.25%
 Robert Rauker        1,035,684          0.63%
 Richard Piper        80,000             0.04%
 Robert Fary          32,000             0.01%
 Simon Neicheril      -                  0.00%
 Dr Patrick Strollo   -                  0.00%
 Jonathan Satchell    1,396,900          0.85%
 Paul Tuson           -                  0.00%

 

 

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

 

As previously announced, applications have been made to cancel the admission
of the TMT Acquisition Shares to listing on the Official List (standard
segment), subject to the AIM Admission.  Trading in TMT Acquisition Shares on
the London Stock Exchange's Main Market will cease when the cancellation of
the Listing becomes effective, which is expected to take effect from 8.00 a.m.
on 7 March 2024.

 

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.

 

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

 

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 (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 9:00 a.m. and 5:30 p.m.,
Monday to Friday excluding public holidays in England and Wales.

 

Settlement

 

Issue of the New Belluscura Shares due to accepting TMT Acquisition
Shareholders will be implemented in full either on or before 23 February 2024
in respect of acceptances complete in all respects and received by 6.00 p.m.
(London time) on 7 February 2024, or within 14 days of the date of receipt of
further acceptances which are valid and complete in all respects.

 

Compulsory acquisition of remaining TMT Acquisition Shares

 

As Belluscura has received acceptances under the Offer in respect of more than
90% of the TMT Acquisition Shares to which the Offer relates, Belluscura
intends to exercise its rights in accordance with sections 974 to 991 of the
Companies Act 2006 to acquire compulsorily the remaining TMT Acquisition
Shares in respect of which the Offer has not been accepted, on the same terms
as the Offer.

 

Relevant documents will be sent to TMT Acquisition Shareholders shortly.  TMT
Acquisition Shareholders who do not accept the Offer before it closes will
have their TMT Acquisition Shares compulsorily acquired and will need to apply
to Belluscura to claim the consideration due to them, in the form of New
Belluscura Shares.

 

Any TMT Acquisition Shareholder who has not yet accepted the Offer would
receive their consideration sooner if they accepted the Offer than would be
the case under the compulsory acquisition procedures.

 

Belluscura Total Voting Rights

 

The total number of ordinary shares of 1 penny each in Belluscura now in issue
is 162,506,676 with International Securities Identification Number (ISIN)
GB00BD3B8Z11.

 

There are no ordinary shares held in treasury and therefore the total number
of voting rights in Belluscura is 162,506,676. This figure may be used by
shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to
their interest in, Belluscura under the FCA's Disclosure Guidance and
Transparency Rules.

 

 

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

 Guild Financial Advisory Limited - Financial Advisor to TMT Acquisition  david.floyd@guildfin.co.uk (mailto:david.floyd@guildfin.co.uk)

 David Floyd

 

Responsibility

The persons responsible for the contents of this announcement are the
Belluscura Directors.

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 attention of Overseas Shareholders of TMT Acquisition is drawn to
paragraph 11 (Overseas Shareholders) of Part II of, and paragraph 7 (Overseas
Shareholders) of Part C of Appendix 1 to, 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 (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.

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities ("PDMRs") and persons closely associated ("PCA")
with them.

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Adam Reynolds
 2   Reason for notification
 a)  Position / status                                            Non-Executive Chairman

 b)  Initial notification /Amendment                              Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Belluscura plc
 b)  LEI                                                          213800BRJQZE56XBPW94
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument

     Identification code                                          Ordinary shares of £0.01 each in Belluscura plc

                                                                  ISIN: GB00BD3B8Z11
 b)  Nature of the transaction                                    Consideration shares issued in connection with Offer for TMT Acquisition plc
 c)  Price(s) and volumes(s)

Price(s)  Volumes(s)
                                                                  18.5p     225,000
 d)  Aggregated information                                       n/a
 e)  Date of the transaction                                      9 February 2024
 f)  Place of the transaction                                     Outside a Trading venue

d)

Aggregated information

n/a

e)

Date of the transaction

9 February 2024

f)

Place of the transaction

Outside a Trading venue

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Jonathan Satchell
 2   Reason for notification
 a)  Position / status                                            Non-Executive Director

 b)  Initial notification /Amendment                              Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Belluscura plc
 b)  LEI                                                          213800BRJQZE56XBPW94
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument

     Identification code                                          Ordinary shares of £0.01 each in Belluscura plc

                                                                  ISIN: GB00BD3B8Z11
 b)  Nature of the transaction                                    Consideration shares issued in connection with Offer for TMT Acquisition plc
 c)  Price(s) and volumes(s)

Price(s)  Volumes(s)
                                                                  18.5pp    1,290,000
 d)  Aggregated information                                       n/a
 e)  Date of the transaction                                      9 February 2024
 f)  Place of the transaction                                     Outside a Trading venue

d)

Aggregated information

n/a

e)

Date of the transaction

9 February 2024

f)

Place of the transaction

Outside a Trading venue

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OUPUPUCGPUPCURB