RE: Belluscura RNS Alerts and Funding3 Oct 2023 14:26
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") are pleased to announce that they have reached agreement on the key terms of a possible share for share offer for TMT Acquisition by Belluscura (the "Possible Offer"). TMT Acquisition is listed on the Main Market of the London Stock Exchange. TMT Acquisition has no trading activities but does have unencumbered cash and near cash of approximately GBP4.7 million on its balance sheet.
The independent director of TMT Acquisition, Paul Tuson (the "Independent TMT Acquisition Director"), has confirmed to Belluscura that, should a firm offer be made on the Possible Offer Terms (as defined below), the Independent TMT Acquisition Director is minded to recommend it to TMT Acquisition shareholders, subject to the agreement by both Belluscura and TMT Acquisition of customary terms and conditions as well as the satisfactory completion of confirmatory due diligence by both Belluscura and TMT Acquisition.
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.
Terms of the Possible Offer
The proposed terms of the Possible Offer comprise the issuance of 15 new ordinary shares of Belluscura ("Belluscura Shares") in exchange for every 22 ordinary shares of TMT Acquisition ("TMT Acquisition Shares") equaling 18,750,000 Belluscura Shares (the "Exchange Ratio"). The Exchange Ratio would imply a valuation of 21.82 pence for each TMT Acquisition Share and a 24.7% premium to the three month volume weighted average price for TMT Acquisition Shares calculated for the period ending on 2 October 2023, the last practicable date prior to the announcement of the Possible Offer (the "Possible Offer Terms").
Accordingly, on the basis of the Exchange Ratio, the Possible Offer will imply a total valuation of GBP6.0 million for TMT Acquisition
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