Form 8 (OPD) TMT Acquisition PLC

Belluscura PLC

24 October 2023

 

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	BELLUSCURA PLC
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	TMT ACQISITION PLC
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:      The latest practicable date prior to the disclosure	23 OCTOBER 2023
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	YES BELLUSCURA PLC

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	Ordinary 4p shares
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil		Nil
(2) Cash-settled derivatives:	Nil		Nil
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil		Nil
TOTAL:	Nil		Nil

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	n/a
Details, including nature of the rights concerned and relevant percentages:	n/a

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

(a)  Beneficial holdings of the Directors of Belluscura plc (including their close relatives and the related trusts of either of them) in TMT Acquisition plc ordinary shares of 4p each Name Number % of voting share capital Adam Reynolds 225,000 0.81% (b) Interests of persons acting in concert with Belluscura plc in the ordinary shares of 4p each in TMT Acquisition plc Name Number of ordinary shares held % of voting share capital Nigel Wray & Family Trusts 2,700,000 9.81% James Serjeant (1) 867,760 3.15% Dowgate Group Limited (2) 625,000 2.27% Stephen Hemsley 585,005 2.12% Richard Hall 46,800 0.17% 4,824,565 17.54% (1)   Total holdings of James Serjeant and close family members (of which 77,760 TMT Acquisition shares are non-beneficial interests held by close relatives) are included in this disclosure because he is a director of TMT Acquisition and also, as a director and shareholder of Dowgate Group Limited, he is deemed to be acting in concert with Belluscura PLC in relation to the possible offer. (2)   Dowgate Capital Limited, a wholly owned subsidiary of Dowgate Group Limited, is broker to both TMT Acquisition PLC and to Belluscura PLC, resulting in its interests in relevant securities also being disclosed in the offeree's Opening Position Disclosure. Dowgate Capital Limited is acting as financial adviser to Belluscura PLC in relation to the Offer. (c)   Interests of connected advisers to Belluscura plc included in 3 (b) above. Name Number % of voting share capital Dowgate Group Limited (1) 625,000 2.27% (1)   James Serjeant is a director and shareholder of Dowgate Group Limited.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	24 October 2023
Contact name:	Simon Carter
Telephone number:	020 3903 7723

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END