TIDMBELL TIDMTMTA
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 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.
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
GBP5.57 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
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 - Financial Advisor to TMT david.floyd@guildfin.co.uk
Acquisition
David Floyd
focusIR - Investor Relations to TMT Acquisition kat.perez@focusir.com
Kat Perez
MHP Group - Financial PR & Investor Relations Belluscura@mhpgroup.com
to Belluscura
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 GBP4,735,575.
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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END
OFDPPGGWUUPWPPC
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October 25, 2023 02:00 ET (06:00 GMT)
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