AMENDMENT TO THE OPENING POISTION
DISCLOURE WITH RNS NUMBER 7795B, PUBLISHED AT 18.16 ON THE 1
FEBRUARY 2024.
Changes made to box 3(A), correction
to the TOTAL perCentage holdings
FORM 8
(OPD)
PUBLIC OPENING POSITION
DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the
Takeover Code (the "Code")
1. KEY
INFORMATION
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(a) Full name of
discloser:
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BELLUSCURA
PLC
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(b) Owner or controller of
interests and short positions disclosed, if different from
1(a):
The
naming of nominee or vehicle companies is insufficient. For a
trust, the trustee(s), settlor and beneficiaries must be
named.
|
|
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(c) Name of offeror/offeree
in relation to whose relevant securities this form
relates:
Use
a separate form for each offeror/offeree
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TMT
ACQISITION PLC
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(d) Is the discloser the
offeror or the offeree?
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OFFEROR
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(e) Date position
held:
The latest practicable date
prior to the disclosure
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23 OCTOBER
2023
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(f) In addition to the
company in 1(c) above, is the discloser making disclosures in
respect of any other party to the offer?
If it is a cash offer or
possible cash offer, state "N/A"
|
YES
BELLUSCURA
PLC
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2. POSITIONS
OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If
there are positions or rights to subscribe to disclose in more than
one class of relevant securities of the offeror or offeree named in
1(c), copy table 2(a) or (b) (as appropriate) for each additional
class of relevant security.
(a) Interests and
short positions in the relevant securities of the offeror or
offeree to which the disclosure relates
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Class of relevant
security:
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Ordinary 4p
shares
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|
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Interests
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Short
positions
|
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Number
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%
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Number
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%
|
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(1) Relevant securities owned
and/or controlled:
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Nil
|
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Nil
|
|
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(2) Cash-settled
derivatives:
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Nil
|
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Nil
|
|
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(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
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Nil
|
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Nil
|
|
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TOTAL:
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Nil
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Nil
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All
interests and all short positions should be
disclosed.
Details of any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8
(Open Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
(b) Rights to
subscribe for new securities
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Class of relevant security in
relation to which subscription right exists:
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n/a
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Details, including nature of
the rights concerned and relevant percentages:
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n/a
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3. POSITIONS
OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE
DISCLOSURE
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Details of any interests,
short positions and rights to subscribe (including directors' and
other employee options) of any person acting in concert with the
party to the offer making the disclosure:
|
|
|
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(a)
Beneficial
holdings of the Directors of Belluscura plc, together with the
interests of persons acting in concert with Belluscura plc,
(including their close relatives and the related trusts of either
of them) in TMT Acquisition plc ordinary shares of 4p
each
|
|
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Name
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Number of ordinary shares
held
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% of voting share
capital
|
|
Nigel Wray
& Family Trusts
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2,700,000
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9.81%
|
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James
Serjeant (1)
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835,000
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3.03%
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Dowgate
Group Limited (2)
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625,000
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2.27%
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Stephen
Hemsley
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585,005
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2.12%
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Adam
Reynolds
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225,000
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0.81%
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Jonathan
Serjeant
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32,760
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0.11%
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Madeline
Poutney
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22,230
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0.08%
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Dowgate
Capital - Discretionary Funds
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234,002
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0.85%
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Dowgate
Wealth - Discretionary Funds
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3,077,622
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11.19%
|
|
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8,336,619
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30.27%
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|
|
|
|
| |
(1) Total holdings of
James Serjeant and close family members (of which 45,000 TMT
Acquisition shares are non-beneficial interests held by close
relatives). This excludes those TMT Acquisition shares held by
Jonathan Serjeant who is also a member of the Belluscura Concert
Party. James Serjeant is a director of TMT Acquisition plc and
also, a director and shareholder of Dowgate Group Limited resulting
in his interests in relevant securities also being disclosed in the
offeree's Opening Position Disclosure.
(2) Dowgate Capital
Limited, a wholly owned subsidiary of Dowgate Group Limited, is
broker to both TMT Acquisition plc and to Belluscura plc, resulting
in its interests in relevant securities also being disclosed in the
offeree's Opening Position Disclosure. Dowgate Capital Limited is
acting as financial adviser to Belluscura plc in relation to the
offer. Dowgate Group Limited is deemed to be acting in concert with
both Belluscura plc and TMT Acquisition plc. James Serjeant
is a director and shareholder of Dowgate Group Limited.
|
Details of any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
4. OTHER
INFORMATION
(a) Indemnity and
other dealing arrangements
|
Details of any indemnity or
option arrangement, or any agreement or understanding, formal or
informal, relating to relevant securities which may be an
inducement to deal or refrain from dealing entered into by the
party to the offer making the disclosure or any person acting in
concert with it:
Irrevocable commitments and
letters of intent should not be included. If there are no such
agreements, arrangements or understandings, state
"none"
|
|
None
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(b) Agreements,
arrangements or understandings relating to options or
derivatives
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Details of any agreement,
arrangement or understanding, formal or informal, between the party
to the offer making the disclosure, or any person acting in concert
with it, and any other person relating to:
(i) the voting rights
of any relevant securities under any option; or
(ii) the voting rights or
future acquisition or disposal of any relevant securities to which
any derivative is referenced:
If there are no such
agreements, arrangements or understandings, state
"none"
|
|
None
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(c)
Attachments
Are
any Supplemental Forms attached?
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Supplemental Form 8 (Open
Positions)
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NO
|
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Supplemental Form 8
(SBL)
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NO
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Date of disclosure:
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24 October
2023
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Contact name:
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Simon
Carter
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Telephone number:
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020 3903
7723
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Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service.
The
Panel's Market Surveillance Unit is available for consultation in
relation to the Code's disclosure requirements on +44 (0)20 7638
0129.
The
Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk.