TIDMBELL TIDMTMTA
RNS Number : 9599U
Belluscura PLC
28 November 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 ANNOUNCEMENT IS NOT A PROSPECTUS AND INVESTORS SHOULD NOT
MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW SHARES EXCEPT
ON THE BASIS OF THE INFORMATION IN THE OFFER DOCUMENT WHICH IS
PROPOSED TO BE PUBLISHED IN DUE COURSE.
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 AMED. 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.
28 November 2023
Belluscura plc
("Belluscura" or the "Company")
Recommended all share offer for TMT Acquisition plc by
Belluscura plc
Grant of extension to deadline for posting of Offer Document
On 31 October 2023, the directors of Belluscura and the
directors of TMT Acquisition plc ("TMT Acquisition") announced that
they had reached agreement on the terms of a recommended all share
offer by Belluscura for TMT Acquisition to be effected by means of
a takeover offer within the meaning of Part 28 of the Companies Act
2006 (the "Offer").
It was expected that the offer document, containing the
conditions and further terms to which the Offer will be subject and
the expected timetable, as well as the actions to be taken by TMT
Acquisition Shareholders (the "Offer Document"), would be posted to
TMT Acquisition Shareholders within 28 days of 31 October 2023.
However, with the consent of the Panel on Takeovers and Mergers,
and while the terms of the Offer remain unchanged, there will be a
short delay in posting the Offer Document to TMT Acquisition
Shareholders.
Belluscura currently anticipates that it will post the Offer
Document to TMT Acquisition Shareholders by mid-December 2023.
This announcement has been made with the consent of the TMT
Acquisition Board.
Irrevocable Undertakings and Letter of Intent
The Company has received confirmation from Gresham House Asset
Management Limited that it agrees to continue to be bound by the
irrevocable undertaking entered into on 27 October 2023
notwithstanding the extension of the deadline for the posting of
the Offer Document. Therefore, all of the irrevocable undertakings
and letter of intent to accept the Offer referred to in the
Company's announcement on 31 October 2023 at 4.52 p.m. (London
time) of its firm intention to make the Offer (the "Announcement")
remain binding notwithstanding the extension.
Accordingly, the Company is in receipt of irrevocable
undertakings and a letter of intent to accept the Offer from TMT
Acquisition Shareholders holding, in aggregate, 16,805,418 TMT
Acquisition Shares (representing approximately 61.11% of the issued
share capital of TMT Acquisition as at the date of this
announcement)(1) .
Further details of the irrevocable undertakings and letter of
intent are set out in the Appendix to this announcement.
Capitalised terms used in this announcement shall, unless
defined in this announcement or unless the context provides
otherwise, bear the same meaning ascribed to such terms in the
Announcement.
Enquiries:
Belluscura plc via MHP Group
Adam Reynolds
TMT Acquisition plc via focusIR
Paul Tuson
Dowgate Capital Limited - Financial Advisor
and Broker to Belluscura
Russell Cook / Nicholas Chambers +44 (0)20 3903 7715
SPARK Advisory Partners Limited - Nominated
Advisor to Belluscura
Neil Baldwin / Jade Bayat +44 (0)20 3368 3554
Guild Financial Advisory Limited - Financial david.floyd@guildfin.co.uk
Advisor to TMT Acquisition
David Floyd
MHP Group - Financial PR & Investor Relations Belluscura@mhpgroup.com
to Belluscura
Katie Hunt / Matthew Taylor
(1) The Announcement incorrectly stated that the total
irrevocable undertakings and letter of intent totalled 16,883,178
TMT Acquisition Shares, representing, in aggregate approximately
61.39% of the issued share capital of TMT Acquisition as a result
of the error in the number of TMT Acquisition Shares which are the
subject of James Serjeant's irrevocable undertaking, as set out in
the Appendix to this announcement.
Important notices:
This announcement is not intended to, and does not, constitute,
represent or form part of any offer, invitation or solicitation of
any 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, whether pursuant to this
announcement or otherwise.
The release, distribution or publication of this announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws of the relevant jurisdictions 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. The information disclosed in this
announcement 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. Any failure
to comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
Disclaimers:
Dowgate Capital Limited ("Dowgate"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting as financial adviser and broker to Belluscura and no one
else in connection with the matters referred to in 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 matters referred to in
this announcement.
SPARK Advisory Partners Limited ("SPARK"), which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, is acting as nominated adviser to Belluscura for the
purposes of the AIM Rules for Companies published by the London
Stock Exchange and no one else and will not be responsible to
anyone other than Belluscura for providing the protections afforded
to its clients.
Guild Financial Advisory Limited ("Guild Financial"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting as Rule 3 adviser to TMT Acquisition and
no one else in connection with the matters referred to in 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 matters referred to
in this announcement.
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 1 of Part C of
Appendix 1 to the Announcement.
Disclosure requirements of the Code:
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 Code, any person who is, or becomes,
interested in 1% 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 Takeover Panel's website at
https://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 (0)20 7638 0129
if you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure.
Rule 26.1 disclosure:
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available on the investor section of the
Belluscura's and TMT Acquisition's websites at
https://ir.belluscura.com/news-events/regulatory-news/ and
www.tmtacquisition.com respectively 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.
APPIX
DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT
PART A - TMT Acquisition Directors' irrevocable undertakings
The TMT Acquisition Directors have each given an irrevocable
undertaking to accept the Offer in respect of their own beneficial
holdings of TMT Acquisition Shares as set out below:-
Name of TMT Acquisition Number of TMT Percentage of TMT
Director Acquisition Shares Acquisition issued
share capital
Harry Hyman 1,265,000 4.60%
-------------------- --------------------
Jonathan Satchell 1,290,000 4.69%
-------------------- --------------------
James Serjeant 790,000 (1) 2.87%
-------------------- --------------------
TOTAL 3,345,000 12.16%
-------------------- --------------------
(1) The Announcement incorrectly set out James Serjeant's
irrevocable undertaking as being in respect of 867,760 TMT
Acquisition Shares constituting 3.15% of the issued share capital
of TMT Acquisition. Therefore the total number of TMT Acquisition
Shares in respect of which Belluscura has received irrevocable
undertakings or a letter of intent is correctly 16,805,418 TMT
Acquisition Shares (representing approximately 61.11% of the issued
share capital of TMT Acquisition as at the date of this
announcement) rather than the 16,883,178 TMT Acquisition Shares
representing 61.39% of the issued share capital of TMT Acquisition
stated in the Announcement.
PART B - Non-Director shareholder irrevocable undertakings
The following TMT Acquisition Shareholders have each given an
irrevocable undertaking to accept the Offer in respect of their
beneficial holdings of TMT Acquisition Shares as set out below:
Name of TMT Acquisition Number of TMT Percentage of TMT
Shareholder Acquisition Shares Acquisition issued
share capital
Gresham House Asset Management
Limited 4,602,036 16.73%
-------------------- --------------------
Euroblue Investments Limited 2,700,000 9.82%
-------------------- --------------------
Barnard Nominees Limited
(nominee for Oberon Investments
Limited) 780,000 2.84%
-------------------- --------------------
Dowgate Wealth Limited 2,503,382 9.10%
-------------------- --------------------
Dowgate Group Limited 625,000 2.27%
-------------------- --------------------
TOTAL 11,210,418 40.77%
-------------------- --------------------
PART C - Letter of Intent
The following TMT Acquisition Shareholder has given written
confirmation of its intent to instruct the custodian holding legal
title to all the TMT Acquisition Shares which it controls the
exercise of all rights over to accept the Offer in respect of such
TMT Acquisition Shares and that such confirmation relates to the
number of TMT Acquisition Shares as set out below:-
Name of TMT Acquisition Number of TMT Percentage of TMT
Shareholder Acquisition Shares Acquisition issued
share capital
Canaccord Genuity Asset
Management 2,250,000 8.18%
-------------------- --------------------
Notes:
1. The TMT Acquisition Shares referred to in the tables set out
above in this Appendix are (in the case of all such TMT Acquisition
Director/Shareholders other than Gresham House Asset Management
Limited) either held in the name of (and beneficially owned by)
such TMT Acquisition Director/Shareholder or such TMT Acquisition
Director/Shareholder has represented, warranted and confirmed to
Belluscura that it is able to procure the transfer and exercise all
other rights attaching to such TMT Acquisition Shares. In each
case, such TMT Acquisition Director/Shareholder has undertaken to
accept itself, or to procure the acceptance of, the Offer in
respect of such TMT Acquisition Shares. In the case of Gresham
House Asset Management Limited, it has undertaken, represented and
warranted to Belluscura as to the identity of the registered
holders of the TMT Acquisition Shares shown against the name of
Gresham House Asset Management Limited in the relevant table set
out above in this Appendix, that such TMT Acquisition Shares are
managed by it under discretionary management agreements, that it is
able to control the exercise of all the rights attaching to such
TMT Acquisition Shares and that it will procure such registered
holders acceptance of the Offer
2. The percentages in the table above have been rounded up to two decimal places.
3. The irrevocable undertakings detailed in Part A of this
Appendix will remain binding in the event of any competing offer
but will lapse and cease to have effect if:-
a. the Offer Document has not been published within 28 days of
the date of release of the Announcement (or within such longer
period as the Panel may agree);
b. the Offer lapses or is withdrawn in accordance with its terms
(save as a result of Belluscura exercising its right to implement
the acquisition of TMT Acquisition by way of a scheme of
arrangement rather than by way of a takeover offer); or
c. any event occurs or becomes known to Belluscura before
despatch of the Offer Document (or the scheme document, as the case
may be) as a result of which the Panel requires or agrees that
Belluscura need not make the Offer and no new, revised or
replacement takeover offer or scheme of arrangement is announcement
in accordance with Rule 2.7 of the Code at the same time.
4. The irrevocable undertakings detailed in Part B of this
Appendix given by each of the relevant TMT Acquisition Shareholders
(other than Gresham House Asset Management Limited) will lapse and
cease to have effect:-
a. if before 6.00pm on the fifth business day after the
publication of the Offer Document, any third party announces a firm
intention (in accordance with Rule 2.7 of the Code) to make an
offer to acquire all the equity share capital of TMT Acquisition
and:-
i. such competing offer is recommended by the TMT Acquisition
Board;
ii. the making of such competing offer is not subject to any
condition precedent; and
iii. such competing offer, in the opinion of Guild Financial,
values each TMT Acquisition Share at more than 10 per cent. higher
than the value attributed to each TMT Acquisition Share under the
Offer;
b. if the Offer Document has not been published within 28 days
of the date of release of the Announcement (or within such longer
period as the Panel may agree);
c. if the Offer lapses or is withdrawn in accordance with its
terms (save as a result of Belluscura exercising its right to
implement the acquisition of TMT Acquisition by way of a scheme of
arrangement rather than by way of a takeover offer); or
d. if any event occurs or becomes known to Belluscura before
despatch of the Offer Document (or the scheme document, as the case
may be) as a result of which the Panel requires or agrees that
Belluscura need not make the Offer and no new, revised or
replacement takeover offer or scheme of arrangement is announcement
in accordance with Rule 2.7 of the Code at the same time.
5. The irrevocable undertaking detailed in Part B of this
Appendix given by Gresham House Asset Management Limited (as varied
on 28 November 2023) will cease and be of no further effect:-
a. upon the announcement (within the meaning of Rule 2.5 of the
Code) by any third party (other than a company controlled by
Belluscura) of an offer or scheme of arrangement to acquire the
entire issued share capital of TMT Acquisition at a price of not
less than that which in the opinion of Guild Financial values each
TMT Acquisition Share at more than 5 per cent. higher than the
value attributed to each TMT Acquisition Share under the Offer;
b. if the Offer Document has not been published within 28 days
of the date of the Announcement or now (as set out in this
announcement) within such longer period as the Panel may agree;
or
c. if the Offer or scheme of arrangement lapses or is withdrawn
(except if the Offer lapses or is withdrawn as a result of
Belluscura electing to switch from a takeover offer to a scheme of
arrangement to implement the acquisition of TMT Acquisition
6. The letter of intent in Part C of this Appendix does not
impose any legally binding obligation on the relevant TMT
Acquisition Shareholder to accept the Offer and/or otherwise affect
its ability to deal in the TMT Acquisition Shares held by it.
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END
OUPFEAFMAEDSEIF
(END) Dow Jones Newswires
November 28, 2023 12:00 ET (17:00 GMT)
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