Result of Share Placing

Belluscura PLC

07 February 2025

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW SHARES OF BELLUSCURA PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"), AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, SUCH INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

7 February 2025

Belluscura plc

("Belluscura" or the "Company")

Result of Placing

Belluscura plc (AIM: BELL), a UK medical device company focused on developing oxygen enrichment technology spanning broad industries and therapies, is pleased to announce that, further to the Company's announcement on 6 February 2025, the Company has conditionally raised gross proceeds of approximately £4.0 million (approximately $5.0 million) through the placing of 199,151,375 new ordinary shares of £0.01 each in the Company (the "Placing Shares") with certain existing and new institutional and other investors at the Issue Price of 2 pence per new Placing Share.

The Placing Shares, in aggregate, represent approximately 118.3 per cent. of the issued share capital of the Company prior to the Placing.

Dowgate and Allenby acted as joint brokers in respect of the Placing.

The result of the WRAP Retail Offer, which will be launched shortly, is expected to be announced separately on 10 February 2025.

Unless otherwise stated, capitalised terms not otherwise defined in the text of this announcement have the same meanings ascribed to them as in the "Proposed Share Placing" announcement published by the Company on 6 February 2025.

First Admission and Total Voting Rights

An application has been made to London Stock Exchange plc for the 33,000,000 Firm Placing Shares to be admitted to trading on AIM ("First Admission"). It is expected that First Admission will become effective and dealings in the First Placing Shares will commence at 8.00 a.m. on 11 February 2025. The issue and allotment of the First Placing Shares is conditional upon, inter alia, First Admission becoming effective and the placing agreement entered into between the Company, Dowgate, Allenby and SPARK ("Placing Agreement") not being terminated in accordance with its terms.

Following First Admission, the Company's enlarged issued ordinary share capital will be 201,408,232 ordinary shares of £0.01 each in the Company. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Second Admission

Admission of the 166,151,375 Conditional Placing Shares and the WRAP Retail Offer Shares is conditional, inter alia, upon the passing of the Resolutions by the Company's Shareholders at a General Meeting to be held on 28 February 2025, notice of which will be set out in the Circular. The Circular is expected to be dispatched to Shareholders on 11 February 2025.

A further announcement will be made following the General Meeting, which will include the total voting rights in the Company's share capital following admission of the Conditional Placing Shares and WRAP Retail Offer Shares.

Director Participations

Adam Reynolds, Robert Rauker, David Poutney, Richard Piper, Dr. Patrick Strollo and Paul Tuson, each of whom are Directors of the Company (the "Participating Directors"), have agreed to participate in the Conditional Placing for an aggregate of 8,822,344 Conditional Placing Shares at the Issue Price. On Second Admission, following the issue of the Conditional Placing Shares, the interests of the Participating Directors in the Company's enlarged share capital will be as follows:

Director	Number of Ordinary Shares held as at the date of this announcement	Number of Conditional Placing Shares subscribed for	Resulting number of Ordinary Shares held immediately following Second Admission	Percentage Holding immediately following Second Admission*
Adam Reynolds	2,033,176	2,512,057	4,545,233	1.18%
Robert Rauker	1,035,684	2,009,646	3,045,330	0.79%
David Poutney	14,255,731	1,004,823	15,260,554	3.96%
Ric Piper	80,000	1,728,295	1,808,295	0.47%
Pat Strollo	-	964,630	964,630	0.25%
Paul Tuson	-	602,893	602,893	0.16%

*assuming full subscription of the WRAP Retail Offer

This announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section below.

For further information please contact:

Belluscura plc	Tel: [phone]
Adam Reynolds, Chairman Robert Rauker, Chief Executive Officer Simon Neicheril, Chief Financial Officer
SPARK Advisory Partners Limited Nominated Adviser	Tel: [phone]
Neil Baldwin / Jade Bayat
Dowgate Capital Limited Joint Broker	Tel: [phone]
James Serjeant / Colin Clime (Sales and Corporate Broking) Russell Cook / Daniel Ingram (Corporate Finance)
Allenby Capital Limited Joint Broker	Tel: [phone]
Guy McDougall / Amrit Nahal (Sales and Corporate Broking) Jeremy Porter / Lauren Wright (Corporate Finance)
MHP Financial PR & Investor Relations	Tel: [phone] email: [e-mail]
Katie Hunt/Matthew Taylor

For further information, please visit https://ir.belluscura.com/

IMPORTANT NOTICES

Dowgate and Allenby are authorised and regulated in the United Kingdom by the FCA and are acting exclusively as joint brokers for the Company and no one else in connection with the Placing, the contents of this announcement or any other matters described in this announcement. SPARK is acting as Nominated Adviser to the Company for the purposes of the AIM Rules. Each of SPARK, Dowgate and Allenby will not regard any other person as its client in relation to the Placing, the content of this announcement or any other matters described in this announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the content of this announcement or any other matters referred to in this announcement. SPARK's responsibilities as Nominated Adviser to the Company are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.

This announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of SPARK, Dowgate or Allenby (apart from the responsibilities or liabilities that may be imposed by FSMA or the regulatory regime established thereunder) and/or by any of its affiliates and/or any of its representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers or any other statement made or purported to be made by or on behalf of SPARK, Dowgate, Allenby and/or any of their affiliates and/or by any of their representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by SPARK, Dowgate, Allenby and/or any of their affiliates and/or any of their representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefor is expressly disclaimed.

The Placing Shares have not been and will not be registered under the Securities Act or under the applicable securities law or with any securities regulatory authority of any state or other jurisdiction of the United States or under the securities laws of Australia, Canada, Japan, New Zealand, the Republic of South Africa or any state, province or territory thereof or any other jurisdiction outside the United Kingdom and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, through CREST or otherwise, within, into or from Canada, Australia, Japan, New Zealand, the Republic of South Africa or the United States, or to, or for the account or benefit of, any person with a registered address in, or who is a resident or ordinary resident in, or a citizen of such jurisdictions or to any person in any country or territory where to do so would or might contravene applicable securities laws or regulations except pursuant to an applicable exemption. Any securities of the Company will only be offered and sold outside of the United States in "offshore transactions" within the meaning of and in reliance on the safe harbour from the registration requirements under the Securities Act provided by Regulation S promulgated thereunder.  The securities of the Company have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this presentation.  Any representation to the contrary is a criminal offence in the United States. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa.

No public offering of securities is being made in the United States.

 

END