TIDMBELL TIDMTMTA
RNS Number : 8167X
Belluscura PLC
22 December 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.
22 December 2023
BELLUSCURA PLC
("Belluscura" or the "Company")
Date 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").
On 28 November 2023, Belluscura announced that there would be a
short delay (with the consent of the Panel on Takeovers and Mergers
(the "Panel")) in the posting out to TMT Acquisition Shareholders
of the Offer Document. With the agreement of the Panel, Belluscura
now intends to post the Offer Document out to TMT Acquisition
Shareholders by mid-January 2024.
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 on 31 October 2023 of the Offer (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
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 Advisory"),
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 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
Belluscura's and TMT Acquisition's websites at
www.belluscura.com/belluscura-possible-offer-for-tmt-acquisition-plc
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.
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END
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(END) Dow Jones Newswires
December 22, 2023 07:10 ET (12:10 GMT)
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