Belluscura Regulatory News (BELL)

5 April 2024

BELLUSCURA PLC

Recommended all-share offer for TMT Acquisition plc by Belluscura plc

Issue of Equity

On 19 January 2024, the Board of Belluscura plc ("Belluscura") and the independent director of TMT Acquisition plc ("TMT Acquisition") announced the revised terms of the recommended all share offer to be made by Belluscura for the whole of the issued share capital of TMT Acquisition (the "Offer"), originally announced on 31 October 2023. The full terms and conditions of the Offer were set out in the offer document dated 19 January 2024 (the "Offer Document").

Belluscura announced on 9 February 2024 that the Offer had become wholly unconditional and the Offer closed ion 8 March 2024.

As previously announced the Company has on 22 February 2024 formal compulsory acquisition notices under section 979n of the Companies Act 2006 (as amended) were sent to all TMT Acquisition Shareholders who at that date had not accepted the Offer, for the compulsory acquisition by Belluscura of all the TMT Acquisition Shares owned by such TMT Acquisition Shareholders on the same terms of the Offer. 

The Compulsory Acquisition process has now concluded and the Company has today issued and allotted a further 647,450 New Belluscura Shares in consideration of the TMT Acquisition shares acquired through the compulsory acquisition.

Application has been made for these New Belluscura Shares to be admitted to be admitted to trading on AIM ("AIM Admission") and AIM Admission is expected to take place at 8.00am on Monday 8 April 2024. The New Belluscura Shares will rank pari passu in all respects with Belluscura existing ordinary shares.

Belluscura Total Voting Rights

The total number of ordinary shares of 1 penny each in Belluscura now in issue is 165,032,567 with International Securities Identification Number (ISIN) GB00BD3B8Z11.

There are no ordinary shares held in treasury and therefore the total number of voting rights in Belluscura is 165,032,567. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Belluscura under the FCA's Disclosure Guidance and Transparency Rules.

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