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Rule 2.9 Announcement

9 Oct 2023 13:39

RNS Number : 4486P
Belluscura PLC
09 October 2023
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT REGULATIONS OF THAT JURISDICATION.

 

FOR IMMEDIATE RELEASE.

 

9 October 2023

 

Belluscura plc

("Belluscura" or the "Company")

 

Rule 2.9 AnnouncementConvertible Loan Notes

 

 

In accordance with Rule 2.9 of the Takeover Code, Belluscura plc (AIM: BELL) confirms that, as at the date and time of this announcement, it has £7,459,500 10% Unsecured Convertible Loan Notes 2026 ("Loan Notes") in issue, which have a maturity date of 17 February 2026 and are convertible into Belluscura ordinary shares of 1 penny each in the Company ("Ordinary Shares"). £4,737,000 of the Loan Notes are convertible into Ordinary Shares at a conversion price of 50 pence per share and the remaining £2,722,500 Loan Notes convert into Ordinary Shares at a conversion price of 40 pence per share.

 

The Loan Notes are not quoted on any investment exchange.

 

Belluscura also confirms that the issued share capital consists of 137,532,567 Ordinary Shares.

 

 

For further information please contact:

 

Belluscura plc

Tel: +44 (0)20 3128 8100

Adam Reynolds, ChairmanRobert Rauker, Chief Executive Officer

 

SPARK Advisory Partners Limited

Nominated Adviser

Tel: +44 (0)20 3368 3550

Neil Baldwin / Jade Bayat

 

Dowgate Capital Limited

Broker

Tel: +44 (0)20 3903 7715

Russell Cook / Nicholas Chambers

 

MHP

Financial PR & Investor Relations

Tel: +44 (0)20 3128 8100

email: Belluscura@mhpgroup.com

Katie Hunt/Matthew Taylor

 

 

About Belluscura plc (www.Belluscura.com)

Belluscura is a UK medical device company focused on developing oxygen enrichment technology spanning broad industries and therapies. Our innovative oxygen technologies are designed with a global purpose: to create improved health and economic outcomes for the patients, healthcare providers and insurance organisations.

 

 

Dealing Disclosure Requirements of the City Code on Takeovers and Mergers

Under Rule 8.3(a) of the Takeover 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 Takeover 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 pm (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.

No Offer or Solicitation

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.

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