Statement regarding possible offer
25/10/2023 07:00
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RNS Number : 1773R Belluscura PLC 25 October 2023
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 IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "TAKEOVER CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A
FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE AND THERE
CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.
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.
25 October 2023
Belluscura plc
("Belluscura" or the "Company")
Statement regarding possible offer for TMT Acquisition plc
The boards of Belluscura plc (AIM: BELL) and TMT Acquisition plc ("TMT
Acquisition") announced on 3 October 2023 that they had reached agreement on
the key terms of a possible share for share offer for TMT Acquisition by
Belluscura (the "Possible Offer").
Both companies have completed confirmatory due diligence and expect to be in a
position to announce a firm offer shortly, and by not later than 5.00 p.m. on
31 October 2023. The terms of the Possible Offer have been revised and will
now comprise the issuance of 3 new ordinary shares of Belluscura ("Belluscura
Shares") in exchange for every 4 ordinary shares of TMT Acquisition ("TMT
Acquisition Shares") equaling 20,625,000 Belluscura Shares (the "Revised
Exchange Ratio").
The Revised Exchange Ratio would imply a valuation of 20.25 pence for each TMT
Acquisition Share based upon the Belluscura closing middle market price of
27.0p on 24 October 2023, being the last practicable date prior to the
announcement of the Revised Possible Offer (the "Revised Possible Offer
Terms").
Accordingly, on the basis of the Revised Exchange Ratio, the Revised Possible
Offer Terms will imply a total valuation of £5.57 million for TMT
Acquisition, representing a premium of approximately:
· 19.12% to the closing price of a TMT Acquisition Share of 17.0p on 24
October 2023, being the last business day before this announcement; and
· 14.30% to the TMT Acquisition three-month volume weighted average
price for the period ending 24 October 2023, being the last business day
before this announcement.
The independent director of TMT Acquisition, Paul Tuson (the "Independent TMT
Acquisition Director"), has reconfirmed to Belluscura that, should a firm
offer be made on the Revised Possible Offer Terms (as outlined above), the
Independent TMT Acquisition Director is minded to recommend it to TMT
Acquisition shareholders.
Any announcement by Belluscura of a firm intention to make an offer for TMT
Acquisition remains subject to the satisfaction or waiver (by Belluscura) of a
number of customary pre-conditions, including, inter alia, completion of
confirmatory due diligence, agreement of the detailed terms of the Possible
Offer and a recommendation from the Independent TMT Acquisition Director.
Important Takeover Code notes
There is no certainty any offer will be made even if the pre-conditions are
satisfied or waived.
This announcement has been made with the consent of TMT Acquisition.
In accordance with Rule 2.6(a) of the Takeover Code, Belluscura is required,
by not later than 5.00 p.m. on 31 October 2023, to either announce a firm
intention to make an offer for TMT Acquisition in accordance with Rule 2.7 of
the Takeover Code or announce that it does not intend to make an offer, in
which case the announcement will be treated as a statement to which Rule 2.8
of the Takeover Code applies. This deadline can be extended with the consent
of the Panel in accordance with Rule 2.6(c) of the Takeover Code.
Belluscura reserves the right to make an offer for TMT Acquisition on less
favourable terms than those set out in this announcement with the agreement or
recommendation of the Independent TMT Acquisition Director. Belluscura
reserves the right to implement the transaction through or together with a
subsidiary of Belluscura or a company which will become a subsidiary of
Belluscura. Belluscura reserves the right to adjust the terms of the Possible
Offer to take account of the value of any dividend or other distribution which
is announced, declared, made or paid by TMT Acquisition after the date of this
announcement.
A further announcement will be made in due course.
The person responsible for arranging the release of this announcement on
behalf of Belluscura is Adam Reynolds, Chairman.
For further information please contact:
Belluscura plc via MHP Group
Adam Reynolds
TMT Acquisition plc via focusIR
Harry Hyman
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 - Financial Advisor to TMT Acquisition david.floyd@guildfin.co.uk
David Floyd
focusIR - Investor Relations to TMT Acquisition kat.perez@focusir.com
Kat Perez
MHP Group - Financial PR & Investor Relations to Belluscura Belluscura@mhpgroup.com
Katie Hunt/Matthew Taylor
Sources and bases
In this announcement, unless otherwise stated or the context otherwise
requires, the following bases and sources have been used:
· the closing price of TMT Acquisition Shares on 24 October 2023, the
day before the Revised Possible Offer Terms were announced was 17.0 pence;
· the TMT Acquisition three month volume weighted average price as at
24 October 2023 is 17.72 pence;
· the trailing Belluscura three-month volume weighted average price for
the period up to 24 October 2023 is 36.77 pence;
· TMT Acquisition's cash balance as at 30 September 2023 was
£4,735,575.
Responsibility
The Independent TMT Acquisition Director accepts responsibility for the
information contained in this announcement relating to TMT Acquisition. The
board of Belluscura accept responsibility for all of the other information
contained in this announcement.
Important notice related to financial advisors
Dowgate Capital Limited ("Dowgate"), which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting exclusively for
Belluscura and for no one else in connection with the subject matter of this
announcement and will not be responsible to anyone other than Belluscura for
providing the protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.
SPARK Advisory Partners Limited ("SPARK"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Belluscura and for no one else in connection with the subject
matter of this announcement and will not be responsible to anyone other than
Belluscura for providing the protections afforded to its clients or for
providing advice in connection with the subject matter of this announcement.
Guild Financial Limited ("Guild Financial"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for TMT Acquisition and for no one else in connection with the
subject matter of this announcement and will not be responsible to anyone
other than TMT Acquisition for providing the protections afforded to its
clients or for providing advice in connection with the subject matter of this
announcement.
Additional Information
This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted. The distribution of this
announcement in jurisdictions other than the United Kingdom and the
availability of any offer to shareholders of TMT Acquisition who are not
resident in the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore, any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of TMT Acquisition
who are not resident in the United Kingdom will need to inform themselves
about, and observe any applicable requirements.
Forward looking statements
This document contains "forward-looking statements". These statements are
based on the current expectations of the management of Belluscura and/or TMT
Acquisition and are naturally subject to uncertainty and changes in
circumstances. The forward-looking statements contained in this document
include statements relating to the expected effects of the Offer on TMT
Acquisition and/or Belluscura, the expected timing and scope of the Possible
Offer, and other statements other than historical facts. Forward-looking
statements include statements typically containing words such as "will",
"may", "should", "believe", "intends", "expects", "anticipates", "targets",
"estimates" and words of similar import. Although TMT Acquisition and/or
Belluscura believes that the expectations reflected in such forward-looking
statements are reasonable, TMT Acquisition and/or Belluscura can give no
assurance that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward looking statements.
These factors include: local and global political, business and economic
conditions, including changes in the financial markets; significant price
discounting by competitors; changes in consumer habits and preferences;
foreign exchange rate fluctuations and interest rate fluctuations (including
those from any potential credit rating decline); legal or regulatory
developments and changes; the outcome of any litigation; the impact of any
acquisitions or similar transactions; competitive product and pricing
pressures; success of business and operating initiatives; changes in the level
of capital investment; market related risks and developments pertaining to the
industry in which TMT Acquisition operates; the impact of external events,
such as pandemics or natural disasters, including the ongoing impact of
COVID-19 and changes to current expectations as to the rate of economic
recovery therefrom; and the impact of a cyber security breach. Other unknown
or unpredictable factors could cause actual results to differ materially from
those in the forward-looking statements. Given these risks and uncertainties,
investors should not place undue reliance on forward-looking statements as a
prediction of actual results. Neither TMT Acquisition and/or Belluscura nor
any of its affiliated companies undertakes any obligation to update or revise
forward-looking statements, whether as a result of new information, future
events or otherwise, except to the extent legally required.
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