TIDMTMTA
RNS Number : 2124X
TMT Acquisition PLC
19 December 2023
19 December 2023
TMT Acquisition plc
("TMT Acquisition" or the "Company")
Unaudited Interim Results
TMT Acquisition (LSE: TMTA), the investment business established
to pursue opportunities in the technology, media and telecom
sector, today announces its unaudited interim results for the
period ended 30 September 2023.
Financial Highlights
-- Net cash and financial assets as at 30 September 2023 of
GBP4,736,308 (31 March 2023: GBP4,804,060)
-- Net assets as at 30 September 2023 of GBP4,727,613 (31 March 2023: GBP4,717,188)
-- Operating profit and profit before tax of GBP10,425 (31 March 2023: loss of GBP60,087)
-- Basic and diluted earnings per share of 0.04 pence (31 March
2023: loss per share of 0.22 pence)
Harry Hyman, Non-Executive Chairman of TMT Acquisition,
said:
"As announced on 31 October 2023, the directors of Belluscura
Plc and the directors of TMT Acquisition announced that they had
reached an agreement on the terms of a recommended all share offer
by Belluscura for TMT Acquisition, to be affected by means of a
takeover offer within the meaning of Part 28 of the Companies Act
2006 (the "Offer"). Under the terms of the Offer, holders of TMT
Acquisition shares will be entitled to receive 3 new Belluscura
shares in exchange for every 4 TMT Acquisition shares.
"Based on a closing price of 28.0 pence per Belluscura Share on
30 October 2023 (being the Latest Practicable Date), the Offer will
value each TMT Acquisition Share at approximately 21.0 pence, a
premium of 23.53% to TMT Acquisition's closing share price of 17.0
pence on 2 October 2023 being the closing share price on the date
prior to the announcement of the Potential Offer and a premium of
20.00% to TMT Acquisition's closing share price of 17.5 pence on
the Latest Practicable Date, valuing the entire issued and to be
issued share capital of TMT Acquisition at approximately GBP5.78
million.
"The independent director of TMT Acquisition, Paul Tuson,
believes the Offer to represent a n attractive valuation, providing
the opportunity for all TMT Acquisition Shareholders to participate
in the significant future potential upside of the combination
through the ownership of Belluscura Shares with the structure and
key terms of the Offer being attractive for Belluscura
Shareholders. In conjunction with Belluscura's recent fundraising,
the Offer adds a significant injection of working capital into
Belluscura, enabling it to capitalise on its burgeoning opportunity
in a fast-growing global market. The Offer also enhances
Belluscura's ability to leverage its position as a provider of
innovative oxygen enrichment technology.
"Given the introduction and significant pre-launch demand
expressed for Belluscura's DISCOV-R product, building on top of the
continued sales progress of the X-PLOR, t he directors of
Belluscura and the directors of TMT Acquisition believe the Offer
has compelling strategic logic which significantly increases
Belluscura's ability to execute on its burgeoning sales pipeline
and strategy, whilst creating considerable potential value for all
shareholders of both TMT Acquisition and Belluscura.
"The Company is pleased to confirm it 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).
"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 is a short
delay in posting the Offer Document to TMT Acquisition
Shareholders. As announced on 28 November, it is anticipated that
it will shortly post the Offer Document to TMT Acquisition
Shareholders.
!I would like to take this opportunity to thank all my fellow
shareholders for their continued support and look forward to
successfully completing this transaction."
- Ends -
For further information please contact:
TMT Acquisition plc via Dowgate
Harry Hyman
Guild Financial Advisory Limited - david.floyd@guildfin.co.uk
Financial Advisor
David Floyd
Dowgate Capital Limited - Broker
Nicholas Chambers +44 (0)20 3903 7715
Interim Management Report
During the period ended 30 September 2023, the Company recorded
a net profit of GBP10,425 being the interest income received less
the minimal running costs of the Company. The Directors draw no
salary, so any ongoing costs relate to administrative expenses and
listing fees.
As at 30 September 2023, current assets were approximately
GBP4.75 million.
Harry Hyman
Non-Executive Chairman
18 December 2023
Statement of Comprehensive Income
For the period ended 30 September 2023
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 Sep 30 Sep 31 Mar
23 22 23
GBP GBP
----------------------------------- ------------ ------------ ---------
Continuing operations
Administrative expenses (44,736) (45,461) (94,917)
------------ ------------ ---------
Operating loss before
tax (44,736) (45,461) (94,917)
------------ ------------ ---------
Finance income 55,161 - 34,830
Taxation - - -
------------
Total comprehensive profit/(loss)
for the period attributable
to the equity owners 10,425 (45,461) (60,087)
============ ============ =========
Earnings/(loss) per share
Basic and diluted (pence) 0.04 (0.17) (0.22)
------------ ------------ ---------
The above results were derived from continuing operations.
Statement of Financial Position
As at 30 September 2023
Unaudited Unaudited Audited
As at As at As at
30 Sep 30 Sep 31 Mar
23 22 23
GBP GBP GBP
------------------------------- ------------ ---------- -----------
ASSETS
Current assets
Financial assets at amortised
cost - - 4,283,055
Trade and other receivables 14,509 13,582 9,000
Cash and cash equivalents 4,736,308 4,750,869 466,549
Total current assets 4,750,817 4,764,451 4,758,604
------------ ---------- -----------
Total assets 4,750,817 4,764,451 4,758,604
------------ ---------- -----------
LIABILITIES
Current liabilities
Trade and other payables 23,204 32,637 41,416
Total current liabilities 23,204 32,637 41,416
------------ ---------- -----------
Total liabilities 23,204 32,637 41,416
------------ ---------- -----------
NET ASSETS 4,727,613 4,731,814 4,717,188
============ ========== ===========
EQUITY
Share capital 1,100,000 1,100,000 1,100,000
Share premium 3,778,807 3,778,807 3,778,807
Accumulated losses (151,194) (146,993) (161,619)
------------ ---------- -----------
TOTAL EQUITY 4,727,613 4,731,814 4,717,188
============ ========== ===========
The Interim Report and Financial Statements were approved by the
Board of Directors and authorised for issue on 18 December
2023.
Harry Hyman
Non-Executive Chairman
Statement of Changes in Equity
For the period ended 30 September 2023
Share Capital Share Accumulated Total Equity
Premium Losses
GBP GBP GBP GBP
------------------------- -------------- ----------- ------------ -------------
As at 31 March 2022 1,100,000 3,778,807 (101,532) 4,777,275
Comprehensive Income
Loss for the period - - (60,087) (60,087)
As at 31 March 2023 1,100,000 3,778,807 (161,619) 4,717,188
-------------- ----------- ------------ -------------
Comprehensive Income
Profit for the period - - 10,425 10,425
As at 30 September 2023 1,100,000 3,778,807 (151,194) 4,727,613
============== =========== ============ =============
Statement of Cash Flows
For the period ended 30 September 2023
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 Sep 30 Sep 31 March
23 22 23
GBP GBP GBP
---------------------------------------- ------------ ------------ ------------
Cash flow from operating activities
Operating profit/(loss) 10,425 (45,461) (60,087)
Adjustments for non-cash/non-operating
items:
Finance income (55,161) - (34,830)
------------
Cash outflow from operating
activities (44,736) (45,461) (94,917)
------------
Changes in working capital
Increase in trade and other
receivables (5,509) (7,020) (2,438)
(Decrease)/increase in trade
and other payables (18,212) (711) 8,069
------------ ------------ ------------
Net cash used in operating
activities (68,457) (53,192) (89,286)
------------ ------------ ------------
Cash flows from investing activities
Interest received 55,161 - 1,775
Investments in financial assets
at amortised cost - - (4,250,000)
Proceeds from disposal of financial 4,283,055 - -
assets at amortised cost
------------ ------------ ------------
Net cash generated from/(used
in) investing activities 4,338,216 - (4,248,225)
------------ ------------ ------------
Net increase/(decrease) in
cash and cash equivalents 4,269,759 (53,192) (4,337,511)
Cash and cash equivalents at
the beginning of the period/year 466,549 4,804,060 4,804,060
------------ ------------ ------------
Cash and cash equivalents at
the end of the period/year 4,736,308 4,750,869 466,549
============ ============ ============
Notes to the Interim Financial Statements
1. Company information
TMT Acquisition is a public company listed on the London Stock
Exchange. The Company is domiciled in England and its registered
office is 15 Fetter Lane, London, United Kingdom, EC4A 1BW.
The principal activity of the Company is that of identifying and
acquiring investment projects.
2. Accounting policies
2.1 Basis of preparation
These financial statements of the Company have been prepared on
a going concern basis in accordance with UK-adopted International
Accounting Standards (IFRS).
Measurement bases
The financial statements have been prepared under the historical
cost convention. Historical cost is generally based on the fair
value of the consideration given in exchange for assets.
The preparation of the financial statements in compliance with
UK-adopted IFRS requires the use of certain critical accounting
estimates and management judgements in applying the accounting
policies. The significant estimates and judgements that have been
made and their effect is disclosed in note 3.
2.2. Significant accounting policies
The accounting policies applied in preparing the Interim
Financial Statements are consistent with those in the prior year
Annual Report, which is available at www.tmtacquisition.com .
3. Significant judgments and estimates
The preparation of the Company's financial statements under IFRS
requires the Directors to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the
statement of financial position date, amounts reported for revenues
and expenses during the period, and the disclosure of contingent
liabilities, at the reporting date.
Estimates and judgements are continually evaluated and are based
on historical experiences and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances.
The Directors consider that there are no critical accounting
judgements or estimates relating to the financial information of
the Company.
4. Earnings per share
The earnings per share has been calculated using the profit for
the period and the weighted average number of ordinary shares
entitled to dividend rights which were outstanding during the
period, as follows:
30 Sep 30 Sep 31 March
2023 2022 2023
----------------------------------- ----------- ----------- -----------
Profit/(loss) for the period/year
attributable to equity holders
of the Company (GBP) 10,425 (45,461) (60,087)
Weighted average number of
ordinary shares 27,500,000 27,500,000 27,500,000
----------- ----------- -----------
Earnings/(loss) per share
(pence) 0.04 (0.17) (0.22)
=========== =========== ===========
5. Financial assets
30 Sep 30 Sep 31 March
2023 2022 2023
GBP GBP
Fixed term deposits - - 4,283,055
- - 4,283,055
======== ============================== ==========
In December 2022, the company deposited GBP4,250,000 in a fixed
term deposit account with Lloyds Bank Plc. The account bears
interest of 2.5% per annum. This was accounted for as a financial
asset at amortised cost under IFRS 9, and no impairment to the
carrying amount is recognised.
The duration for which the deposit is held, and interest
accumulated is 6 months from commencement. During the period, the
interest accrued over the period was paid along with the repayment
of the initial deposit.
6. Share capital
Allotted and issued
Number of Share Share Premium
shares Capital GBP
GBP
----------------------------- ------------ ----------- --------------
Issued and fully paid
Ordinary shares of GBP0.04
each 27,500,000 1,100,000 3,778,807
------------ ----------- --------------
As at 31 March 2023 and
30 September 2023 27,500,000 1,100,000 3,778,807
============ =========== ==============
7. Subsequent events
On 31 October 2023, the directors of Belluscura and the
directors of TMT Acquisition announced that they had reached an
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. Under the terms of the Offer, holders of TMT Acquisition
shares will be entitled to receive 3 new Belluscura shares in
exchange for every 4 TMT Acquisition shares.
Based on a closing price of 28.0 pence per Belluscura Share on
30 October 2023 (being the Latest Practicable Date), the Offer will
value each TMT Acquisition Share at approximately 21.0 pence, a
premium of 23.53% to TMT Acquisition's closing share price of 17.0
pence on 2 October 2023 being the closing share price on the date
prior to the announcement of the Potential Offer and a premium of
20.00% to TMT Acquisition's closing share price of 17.5 pence on
the Latest Practicable Date, valuing the entire issued and to be
issued share capital of TMT Acquisition at approximately GBP5.78
million.
The Company is pleased to confirm it 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 announced on 28 November, 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 is a short delay in posting the Offer Document to
TMT Acquisition Shareholders. It is anticipated that the Offer
Document will be posted to TMT Acquisition Shareholders
shortly.
8. Approval of the Interim Report
The Interim Report, which includes the Interim Financial
Statements, were approved by the Board of Directors on 18 December
2023.
9. Availability of the Interim Report
The results for the period end 30 September 2023 will be
available shortly on the Company's website: www.tmtacquisition.com
.
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END
IR BRBDDISBDGXI
(END) Dow Jones Newswires
December 19, 2023 02:00 ET (07:00 GMT)
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