REG - Belluscura PLC TMT Acquisition PLC - Posting of Offer Document and Circular

Tmt AcquisitionAnnouncement

19/01/2024 13:30

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RNS Number : 3411A  Belluscura PLC  19 January 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

 

THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND INVESTORS SHOULD NOT MAKE ANY
INVESTMENT DECISION IN RELATION TO THE NEW BELLUSCURA SHARES EXCEPT ON THE
BASIS OF THE INFORMATION IN THE OFFER DOCUMENT.

 

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.

 

19 January 2024

 

Recommended all share offer for TMT Acquisition plc by Belluscura plc

 

Increased Offer

and

Posting of Offer Document and Belluscura Rule 9 Waiver Circular

 

On 31 October 2023, the Boards of Belluscura plc ("Belluscura") and TMT
Acquisition plc ("TMT Acquisition") announced the terms of a recommended all
share offer to be made by Belluscura for the whole of the issued and to be
issued share capital of TMT Acquisition (the "Offer").

Increase in Offer

The boards of Belluscura and the independent director of TMT Acquisition,
having regard to the Belluscura share price in recent weeks, announce that
they have agreed an increase in the number of new Belluscura Shares to be
offered in exchange for TMT Acquisition Shares as shown below. The independent
director of TMT Acquisition, as so advised by Guild Financial Advisory
Limited, considers the revised terms of the Offer to be fair and reasonable so
far as TMT Shareholders are concerned and recommends TMT Shareholders to
accept it.

Under the increased terms of the Offer, which is subject to the terms and
Conditions set out in the Offer Document and, in respect of TMT Acquisition
Shares held in certificated form, the Form of Acceptance, TMT Acquisition
Shareholders shall be entitled to receive:

1 New Belluscura Share in exchange for every TMT Acquisition Share

The New Belluscura Shares will be issued credited as fully paid and will rank
pari passu in all respects with the Belluscura Shares already in issue,
including the right to receive and retain dividends and other distributions
declared, made or paid, including any dividend that might be recommended by
Belluscura in respect of the year ended 31 December 2022 and future periods
(if any), subject to requisite shareholder approval. Application will be made
to the London Stock Exchange for the New Belluscura Shares to be admitted to
trading on AIM.

Posting of the Offer Document and the Belluscura Rule 9 Waiver Circular

Belluscura and TMT Acquisition are pleased to announce that the Offer
Document, which contains the full terms and conditions of the Offer (as
increased) and the procedures for acceptance, is being published and sent to
TMT Acquisition Shareholders today, together with the related Form of
Acceptance where applicable.

Belluscura and TMT Acquisition are also now pleased to announce that the
Belluscura Rule 9 Waiver Circular is also being published and sent to
Belluscura Shareholders today and contains notice of the Belluscura General
Meeting being convened to be held at 11.00 a.m. on 5 February 2024 containing
the resolution to approve the Rule 9 Waiver (as referred to in (ii) below
under the heading 'Conditions of the Offer'), which waiver has been approved
by the Panel (subject to such shareholder approval). The Rule 9 Waiver
resolution is the sole item of business to be considered by Belluscura
Shareholders at the Belluscura General Meeting.

Availability of Documents

The Offer Document and the Belluscura Rule 9 Waiver Circular will be available
up to and including the end of the Offer on Belluscura's website at
https://ir.belluscura.com (https://ir.belluscura.com) and TMT Acquisition's
website at www.tmtacquisition.com shortly, and in any event by no later than
12.00 noon on the Business Day following the publication of this announcement.

Offer open for acceptance

The Offer will remain open for acceptance by TMT Shareholders until 1.00 p.m.
on 19 March 2024, being the Unconditional Date. The Unconditional Date may be
brought forward by Belluscura publishing an Acceleration Statement in
accordance with the requirements of the Code and as further described in
paragraph 1 of Part C of Appendix I of the Offer Document.  Subject to at
least 14 days' notice being given, the earliest the Offer may be closed is
1.00 p.m. on 9 February 2024.

Conditions of the Offer

The Offer is conditional upon, amongst other matters:

(i)            Belluscura receiving valid acceptances in respect
of, and/or having otherwise acquired, such number of TMT Acquisition Shares
which in aggregate carry more than 75 per cent. (or, subject to the Takeover
Code, such lower percentage as Belluscura may decide, but being more than 50%)
of the voting rights then exerciseable at a general meeting of TMT
Acquisition;

(ii)           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 (the
"Rule 9 Waiver"); and

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

The Offer will lapse if these conditions are not satisfied or, if capable of
waiver, waived.

Upon the Offer becoming or being declared unconditional in all respects and
assuming Belluscura acquires all the issued share capital of TMT Acquisition,
TMT Acquisition Shareholders will own approximately 16.7% of the share capital
of the Enlarged Group (based on the existing issued ordinary share capital of
Belluscura and the existing issued share capital of TMT Acquisition, in each
case as at 18 January 2024 (being the latest practicable date prior to the
publication of the Offer Document (the "Latest Practicable Date")).

Based on the Closing Price of 21.0 pence per Belluscura Share on the Latest
Practicable Date, the Offer will be equivalent in value to 21.0 pence for each
TMT Acquisition Share and the Offer values the entire issued ordinary share
capital of TMT Acquisition at approximately £5.78 million.

The value of a TMT Acquisition Share under the Offer, based on the Closing
Price per Belluscura Share of 30.5 pence on 2 October 2023 (being the latest
practicable date prior to the commencement of the Offer Period), is 30.5 pence
representing a premium of approximately 79% to the Closing Price of 17.0 pence
per TMT Acquisition Share on 2 October 2023 (being the latest practicable date
prior to the commencement of the Offer Period).

Action to be taken and Procedures for Acceptance of the Offer

The procedure for acceptance of the Offer is set out in paragraph 13 of Part
II of the Offer Document and, if you hold your TMT Acquisition Shares in
certificated form, in the Form of Acceptance.

TMT Acquisition Shareholders who hold their TMT Acquisition Shares in
uncertificated form (i.e. in CREST) should read the section entitled 'If you
hold TMT Acquisition Shares held in uncertificated form (i.e. in CREST)' set
out in paragraph 13(b) of Part II of the Offer Document together with the
provisions of Part E (Electronic Acceptance) of Appendix I of the Offer
Document. If you hold TMT Acquisition Shares in both certificated and
uncertificated form, you should complete a Form of Acceptance for the 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.

TMT Acquisition Shareholders who hold their TMT Acquisition Shares in
certificated form should read the section entitled 'If you hold TMT
Acquisition Shares held in certificated form (i.e. not in CREST) - completion
of the Form of Acceptance' in paragraph 13(a) of Part 2 of the Offer Document
together with the Form of Acceptance and the provisions of Part D (Form of
Acceptance) of Appendix I of the Offer Document. The instructions on the Form
of Acceptance are deemed to form part of the terms of the Offer.

Proposed Belluscura Directors

On the Offer becoming or being declared wholly unconditional, Jonathan
Satchell and Paul Tuson will join the Belluscura Board as Non-Executive
Directors (the "Proposed Belluscura Directors").

It is proposed that each of the Proposed Belluscura Directors will enter in a
letter of appointment with Belluscura whereby each Proposed Belluscura
Director will be appointed as a non-executive director of Belluscura on the
Offer becoming or being declared unconditional. The basic annual fee to be
paid by Belluscura to each Proposed Belluscura Director is proposed to be
£30,000 per annum. Each Proposed Belluscura Director will be appointed for a
term of 3 years (subject to each Proposed Belluscura Director retiring and
seeking re-election at Belluscura's next annual general meeting in 2024) and
the appointment will be terminable on 3 months' written notice by either
party. Each Proposed Belluscura Director will be entitled to be reimbursed for
all reasonable expenses incurred by him in the course of his duties to
Belluscura and has the benefit of indemnity insurance maintained by the
Belluscura Group on his behalf indemnifying him against liabilities he may
potentially incur to third parties as a result of his office as a Director of
Belluscura.

Financial Information relating to TMT Acquisition

For the year ended 31 March 2023, TMT Acquisition's audited accounts recorded
net assets of £4,717,188 and recorded a loss before tax of £60,087 for the
year. As at 30 September 2023, TMT Acquisition reported a profit before tax of
£10,425 for the 6 months to 30 September 2023, and unaudited net assets of
£4,727,613.

Capitalised terms used but not defined in this announcement shall have the
same meaning as set out in the Offer Document.

 

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 (mailto:david.floyd@guildfin.co.uk)

 David Floyd

 MHP Group - Financial PR & Investor Relations to Belluscura              Belluscura@mhpgroup.com (mailto:Belluscura@mhpgroup.com)

 Katie Hunt / Matthew Taylor

 

DWF Law LLP is acting as legal adviser to Belluscura

 

Reynolds Porter Chamberlain LLP is acting as legal adviser to TMT Acquisition

 

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 (http://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 20 7638 0129 if you are in
any doubt as to whether you are required to make an or a Dealing Disclosure.

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 6.1 of Part C
of Appendix 1 to the Offer Document.

Responsibility

Paul Tuson, the Independent TMT Acquisition Director, accepts responsibility
for his recommendation in this announcement. The TMT Acquisition Directors
accept responsibility for the information contained in this announcement
relating to TMT Acquisition. The Belluscura Directors accept responsibility
for all of the other information contained in this announcement.

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.

Guild Financial Advisory, which is authorised and regulated by the FCA in the
UK, is acting as financial adviser and Rule 3 adviser exclusively for TMT
Acquisition and no one else in connection with the Offer and the matters set
out in this announcement and will not be responsible to any person other than
TMT Acquisition for providing the protections afforded to clients of Guild
Financial Advisory, nor for providing advice in relation to the Offer, the
content of this announcement or any matter referred to herein. Guild Financial
Advisory has given and has not withdrawn its written consent to the release of
this announcement containing references to its name and advice in the form and
context in which it appears.

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 and Availability of Hard Copies

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 https://ir.belluscura.com (https://ir.belluscura.com) and
www.tmtacquisition.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.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

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