TIDMBELL TIDMTMTA
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 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.
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 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 GBP 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 GBP30,000 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 GBP4,717,188 and recorded a loss
before tax of GBP60,087 for the year. As at 30 September 2023, TMT
Acquisition reported a profit before tax of GBP10,425 for the 6
months to 30 September 2023, and unaudited net assets of
GBP4,727,613.
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
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
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 , 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 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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END
ODPQKCBBNBKDDDD
(END) Dow Jones Newswires
January 19, 2024 08:30 ET (13:30 GMT)
Grafico Azioni Tmt Acquisition (LSE:TMTA)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni Tmt Acquisition (LSE:TMTA)
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Da Dic 2023 a Dic 2024
