Form 8 (OPD) Belluscura plc - Amended

Belluscura PLC

01 February 2024

 

AMENDMENT TO THE OPENING POISTION DISCLOURE WITH RNS NUMBER 0465R, PUBLISHED AT 07.00 ON THE 24 OCTOBER 2023.

Changes made to box 3(c) following agreement with the Takeover Panel regarding the Constitution of the Belluscura Concert Party

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	BELLUSCURA 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 TMT ACQUISITION 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 1p 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

Class of relevant security:	Convertible Loan Note 17 February 2026 50p
	Interests		Short positions
	£	%	£	%
(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

Class of relevant security:	Convertible Loan Note 17 February 2026 40p
	Interests		Short positions
	£	%	£	%
(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, together with the interests of persons acting in concert with Belluscura plc, (including their close relatives and the related trusts of either of them) in Belluscura plc ordinary shares of 1p each Name Number of ordinary shares % of voting share capital Convertible Loan Note 17 February 2026 50p % Convertible Loan Note 17 February 2026 40p % Adam Reynolds 1,808,176 1.31% 25,000 0.52% 0.00% David Poutney and spouse 14,255,731 10.36% 500,000 10.55% 0.00% Robert Rauker 1,035,684 0.75% 0.00% 0.00% Richard Piper 80,000 0.05% 0.00% 0.00% Robert Fary 32,000 0.02% 525,000 11.08% 0.00% Nigel Wray & Family Trusts 15,121,079 10.99% 500,000 10.55% 100,000 3.67% Stephen Hemsley 3,070,664 2.23% 0.00% 0.00% Dowgate Group Limited (as principal)(1) 1,230,000 0.89% 0.00% 0.00% Lorna Tilbian 1,223,750 0.88% 0.00% 0.00% Nambod Business Limited (2) 1,111,110 0.80% 0.00% 0.00% Stuart Parkinson 389,998 0.28% 125,000 2.63% 25,000 0.91% James Serjeant(3) 293,293 0.21% 25,000 0.52% 0.00% David Lis and spouse 240,177 0.17% 0.00% 0.00% Madeline Poutney 236,274 0.17% 0.00% 0.00% Alice Poutney and spouse 164,607 0.11% 0.00% 0.00% Jonathan Serjeant 164,442 0.11% 0.00% 0.00% Simon Carter and close relatives 108,387 0.07% 10,000 0.21% 0.00% Sandra Carter 36,444 0.02% 0.00% 0.00% Paul Richards 36,444 0.02% 0.00% 0.00% Belluscura Employee Benefit Trust 50,000 0.03% 0.00% 0.00% Dowgate Capital - Discretionary Funds 4,262,705 3.09% 484,000 10.21% 0.00% Dowgate Wealth - Discretionary Funds 4,663,629 3.39% 125,000 2.63% 0.00% 49,614,594 36.07% 2,319,000 1.68% 125,000 0.09% (1)   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. Dowgate Group Limited is deemed to be acting in concert with both Belluscura plc and TMT Acquisition plc. James Serjeant and David Poutney are both directors and shareholders of Dowgate Group Limited. (2)   Mr Nigel Wray was the settlor of Nambod Business Limited, for which Wintrust Asia Pacific Pte Ltd is the Trustee, the beneficiaries being certain charitable entities (3)   Total holdings of James Serjeant and close family members (of which 60,972 Belluscura plc shares are non-beneficial interests held by close relatives). This excludes those Belluscura Shares held by Jonathan Serjeant who is also a member of the Belluscura Concert Party. James Serjeant is a director of TMT Acquisition plc and also, a director and shareholder of Dowgate Group Limited resulting in his interests in relevant securities also being disclosed in the offeree's Opening Position Disclosure. (b)  Details of options held by Directors Name Maximum number outstanding Scheme Exercise price (£) Date of grant Expiry Date Robert Rauker 1,927,199 3,656,573 Unapproved share option scheme £0.065 £0.15 31/10/2019 07/5/2020 31/10/2029 07/5/2030 Robert Fary 400,000 Unapproved share option scheme £0.39 16/1/2023 16/1/2033  Patrick Strollo 100,000 Unapproved share option scheme £0.15 07/4/2021 07/4/2031

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