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.
12 February 2025
Belluscura plc
("Belluscura" or the "Company")
Posting of Circular and Notice of General Meeting
Belluscura plc (AIM: BELL), a UK medical device company focused on developing oxygen enrichment technology spanning broad industries and therapies, announces that further to the announcements made on 6, 7 and 11 February 2025, a circular (the "Circular"), including the Notice of General Meeting, was posted to shareholders on 11 February 2025 with details of the Fundraising and putting forward Resolutions to enable completion of the Fundraising.
The General Meeting will be held at the offices of Dowgate Capital Limited, 15 Fetter Lane, London EC4A 1BW at 11.00 a.m. on 28 February 2025
A copy of the Circular will shortly be available on the Company's website at www.belluscura.com.
In order for eligible Shareholders to be able to qualify for VCT/EIS relief, the WRAP Retail Offer Shares are expected to be issued and admitted to trading on AIM on or around 4 March 2025, along with 56,534,389 VCT/EIS Placing Shares (subject to the passing of the Resolutions) and the remaining 109,616,986 Conditional Placing Shares are expected to be issued and admitted to trading on AIM on or around 5 March 2025 (subject to the passing of the Resolutions). Accordingly, the WRAP Retail Offer is no longer conditional on completion of the issue of the 109,616,986 Conditional Placing Shares, being the final tranche of New Ordinary Shares to be issued pursuant to the Fundraising.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| Announcement of proposed Fundraise | 6 February 2025 |
| Posting of the Circular | 11 February 2025 |
| First Admission and commencement of dealings in the Firm Placing Shares | 8.00 a.m. on 11 February 2025 |
| Crediting of Firm Placing Shares in Uncertificated Form to CREST accounts | 11 February 2025 |
| Latest time and date for receipt of proxy appointments and CREST and Proxymity voting instructions for the General Meeting | 11.00 a.m. on 26 February 2025 |
| General Meeting | 11.00 a.m. on 28 February 2025 |
| Announcement of the result of the General Meeting | by 4.30 p.m. on 28 February 2025 |
| Second Admission and commencement of dealings in the VCT/EIS Placing Shares and the WRAP Retail Offer Shares | 8.00 a.m. on 4 March 2025 |
| Crediting of VCT/EIS Placing Shares and WRAP Retail Offer Shares in Uncertificated Form to CREST accounts | 4 March 2025 |
| Third Admission and commencement of dealings in the Conditional Placing Shares | 8.00 a.m. on 5 March 2025 |
| Crediting of Conditional Placing Shares in Uncertificated Form to CREST accounts | 5 March 2025 |
| Posting of share certificates for the New Ordinary Shares by the Registrar (where applicable) | within 14 days of each respective Admission |
Notes:
1.References to times and dates in this Document are to London times and dates unless otherwise stated.
2.If any of the above times or dates should change, the revised times and/or dates will be notified to Shareholders by an announcement on an RIS (and posted on the Company's website).
3.All events in the above timetable following the General Meeting, in particular the issue of the New Ordinary Shares by the Company, are conditional upon approval by the Shareholders of the Resolutions.
4.If any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Company's announcement of 7 February 2025 and the Circular.
Enquiries:
For further information please contact:
| Belluscura plc | Tel: +44 (0)20 3128 8100 |
| Adam Reynolds, Chairman Robert Rauker, Chief Executive Officer Simon Neicheril, Chief Financial Officer
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SPARK Advisory Partners Limited Nominated Adviser | Tel: +44 (0)20 3368 3550 |
| Neil Baldwin / Jade Bayat
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Dowgate Capital Limited Joint Broker | Tel: +44 (0)20 3903 7715 |
| James Serjeant (Corporate Broking) Colin Clime (Sales) Russell Cook / Daniel Ingram (Corporate Finance) |
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| Allenby Capital Ltd Joint Broker | Tel: +44 (0)20 3328 5656
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| Guy McDougall / Amrit Nahal (Sales and Corporate Broking) Jeremy Porter / Lauren Wright (Corporate Finance)
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| MHP Financial PR & Investor Relations | Tel: +44 (0)20 3128 8100 email: Belluscura@mhpgroup.com |
| Katie Hunt/Matthew Taylor |
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For further information, please visit https://ir.belluscura.com/
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