THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
31 October 2025
Belluscura plc
("Belluscura" or the "Company")
Intention to appoint Administrator
Resignation of Nominated Adviser
Belluscura plc (AIM: BELL), a UK medical device company focused on developing oxygen enrichment technology spanning broad industries and therapies, has previously announced that discussions with Omaha Value, Inc. and AI Ventures, Inc (together the "Omaha Investor Group") regarding a proposal to refinance the Company have been ongoing. However despite these protracted discussions over several weeks and repeated assurances from Michael Luther on behalf of the Omaha Investor Group that funds will be forthcoming, the Company has been unable to secure the proposed refinancing.
In the meantime, as announced on 28 October 2025, Sallyport Commercial Finance ("Sallyport"), the secured funder of the Company's wholly-owned US trading subsidiary Belluscura LLC, foreclosed on the facility and has disposed of the collateralised assets of Belluscura LLC to a third party. As also announced on 30 October 2025 given the scale of Belluscura LLC's remaining liabilities Belluscura LLC filed for Chapter 7 Bankruptcy under the U.S Bankruptcy Code on 29 October 2025.
Belluscura LLC's Chapter 7 Bankruptcy filing constitutes an event of default in relation to the terms of the existing convertible loan notes issued by the Company ("CLNs") and, accordingly, the terms of the CLNs provide that all principal (including any accrued interest and/or capitalised sums) shall automatically be redeemed in cash. The aggregate amount owing by the Company in respect of the CLNs currently amounts to £9.17m (US$12.1m) and the Company does not have sufficient resources to discharge this sum.
The Board has no option therefore but to seek to appoint an Administrator for the Company pursuant to paragraph 22 of Schedule B1 to the Insolvency Act 1986. It is anticipated that an Administrator will be appointed during the course of today or, in any event, by Monday 3 November 2025.
A further announcement will be made in due course.
Resignation of Nominated Adviser
As a result of the Company's intention to appoint administrators, SPARK Advisory Partners Limited has informed the Company of its resignation as Nominated Adviser to Belluscura with immediate effect. Pursuant to AIM Rule 1, if a replacement Nominated Adviser is not appointed within one month from the resignation of the current Nominated Adviser, the admission of the Company's shares to trading on AIM will be cancelled. The Company has no current intention of appointing a replacement Nominated Adviser.
For further information please contact:
| Belluscura plc | Tel: +44 (0)20 3128 8100 |
| Paul Tuson, Chairman | |
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| SPARK Advisory Partners Limited Nominated Adviser Neil Baldwin | Tel: +44 (0)20 3368 3550 |
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| Dowgate Capital Limited Joint Broker Russell Cook / Daniel Ingram | Tel: +44 (0)20 3903 7715 |
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| Allenby Capital Limited Joint Broker Amrit Nahal (Sales and Corporate Broking) Jeremy Porter / Lauren Wright (Corporate Finance)
| Tel: +44 (0)20 3328 5656 |
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