REG - Belluscura PLC TMT Acquisition PLC - Result of General Meeting

Tmt AcquisitionAnnouncement

05/02/2024 13:30

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RNS Number : 0613C  Belluscura PLC  05 February 2024

5 February 2024

 

BELLUSCURA PLC

("Belluscura" or the "Company")

 

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

 

Rule 9 Waiver

 

Result of General Meeting

 

Belluscura plc (AIM: BELL), a leading medical device developer focused on
lightweight and portable oxygen enrichment technology, announces that at the
General Meeting held earlier today the sole ordinary resolution put to the
meeting by way of a poll was duly approved by those Shareholders eligible to
vote:

 

                           Votes for   % of shares voted   Votes against  % of shares voted   Total votes (including withheld)  % of issued share capital voted by Independent Shareholders eligible to vote  Votes withheld by Independent Shareholders eligible to vote
 Rule 9 Waiver Resolution  68,061,701  99.94%              38,605         0.06%               68,112,221                        74.19%                                                                        11,915

 

Notes:

1.        The full text of the Rule 9 Waiver Resolution is set out in
the Notice of the General Meeting, which can be found at Part III of the
Circular.

2.        Any proxy appointments which gave discretion to the Chairman
have been included in the 'for' total.

3.        A 'Vote withheld' is not counted towards the votes 'for' or
'against' the Rule 9 Waiver Resolution.

4.        The total number of Ordinary Shares in issue on 1 February
2024 was 137,532,567.

5.        Total Ordinary Shares held by the Independent Shareholders on
1 February 2024 was 91,738,961.

6.        Total Ordinary Shares held by the Belluscura Concert Party on
1 February 2024 was 45,748,606.

7.        In accordance with the terms of the waiver of Rule 9 of the
Code granted by the Panel, only Independent Shareholders were permitted to
vote on the Rule 9 Waiver Resolution.

 

As a result, 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 has been approved. Accordingly,
this condition of the Offer has been satisfied.

 

Terms used but not defined in this announcement have the same meaning as set
out in the Circular to Shareholders published by Belluscura on 19 January
2024.

 

 

For further information please contact:

 

 Belluscura plc                                        via MHP Group
 Adam Reynolds, Chairman

 Robert Rauker, Chief Executive Officer

 Simon Neicheril, Chief Financial Officer

 SPARK Advisory Partners Limited (Nominated Advisor)   Tel: +44 (0)20 3368 3554
 Neil Baldwin / Jade Bayat

 Dowgate Capital Limited (Broker)                      Tel: +44 (0)20 3903 7715
 Russell Cook / Nicholas Chambers

 MHP (Financial PR & Investor Relations)               Tel: +44 (0)20 3128 8100
 Katie Hunt / Matthew Taylor                            belluscura@mhpgroup.com

 

 

Responsibility

 

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

 

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 (about:blank) , 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.

 

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 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

 

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 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.

 

 

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