Belluscura plc (AIM:BELL) entered into agreement to acquire TMT Acquisition Plc (LSE:TMTA) for £5.6 million on October 3, 2023. The proposed terms of the Possible Offer comprise the issuance of 15 new ordinary shares of Belluscura (Belluscura Shares) in exchange for every 22 ordinary shares of TMT Acquisition (TMT Acquisition Shares) equaling18,750,000Belluscura Shares (the Exchange Ratio). The Exchange Ratio would imply a valuation of 21.82 pence for each TMT Acquisition Share and a 24.7% premium to the three month volume weighted average price for TMT Acquisition Shares calculated for the period ending on October 2, 2023, the last practicable date prior to the announcement of the Possible Offer (the "Possible Offer Terms"). Belluscura has agreed that, in the event that Belluscura withdraws or terminates discussions with regard to the Possible Offer or proposes to materially reduce the Exchange Ratio (a reduction of 5% or more being material for this purpose), Belluscura shall, subject to certain limited exceptions, no later than 5 business days from the date of written notice from TMT Acquisition to Belluscura, pay the sum of £100,000 in cash to TMT Acquisition.

Accordingly, on the basis of the Exchange Ratio, the Possible Offer will imply a total valuation of £6 million for TMT Acquisition. Any announcement by Belluscura of a firm intention to make an offer for TMT Acquisition remains subject to the satisfaction or waiver (by Belluscura) of a number of customary pre-conditions, including, inter alia, completion of confirmatory due diligence, agreement of the detailed terms of the Possible Offer and a recommendation from the Independent TMT Acquisition Director. An attractive valuation, providing the opportunity for all TMT Acquisition shareholders to participate in the significant future potential upside of the combination through the ownership of Belluscura Shares. Benefits for Belluscura shareholders, Adds a significant capital injection for working capital; Helps Belluscura to capitalise on its burgeoning opportunity in a fast-growing global market; Enhances Belluscura's ability to leverage its position as a leading provider of oxygen enrichment technology; and The board of Belluscura believes the structure and key terms of the Possible Offer are extremely attractive for Belluscura shareholders. the Independent TMT Acquisition Director is minded to recommend it to TMT Acquisition shareholders, subject to the agreement by both Belluscura and TMT Acquisition of customary terms and conditions as well as the satisfactory completion of confirmatory due diligence by both Belluscura and TMT Acquisition.

As of October 25, 2023, The terms of the Possible Offer have been revised and will now comprise the issuance of 3 new ordinary shares of Belluscura in exchange for every 4 ordinary shares of TMT Acquisition equaling 20,625,000 Belluscura Shares (the Revised Exchange Ratio). The Revised Exchange Ratio would imply a valuation of £0.2025 for each TMT Acquisition Share based upon the Belluscura closing middle market price of £0.27 on October 24, 2023, being the last practicable date prior to the announcement of the Revised Possible Offer (the Revised Possible Offer Terms). Accordingly, on the basis of the Revised Exchange Ratio, the Revised Possible Offer Terms will imply a total valuation of £5.57 million for TMT Acquisition. Both companies have completed confirmatory due diligence and expect to be in a position to announce a firm offer shortly on October 31, 2023. On 28 November 2023, Belluscura announced that there would be a short delay in the posting out to TMT Acquisition Shareholders of the Offer Document.

As of January 19, 2023, the terms of the Possible Offer have been revised and will now comprise the issuance of 1 new ordinary shares of Belluscura in exchange for every 1 ordinary shares of TMT Acquisition equaling 27.5 million new Belluscura Shares (the Revised Exchange Ratio). The Revised Exchange Ratio would imply a valuation of £0.21 for each TMT Acquisition Share based upon the Belluscura closing middle market price of £0.21 on January 18, 2024, being the last practicable date prior to the announcement of the Revised Possible Offer (the Revised Possible Offer Terms). Accordingly, on the basis of the Revised Exchange Ratio, the Revised Possible Offer Terms will imply a total valuation of £5.78 million for TMT Acquisition. The Offer will remain open for acceptance by TMT Shareholders until March 19, 2024, being the Unconditional Date. the transaction is subject to requisite shareholder approval. Application will be made to the London Stock Exchange for the New Belluscura Shares to be admitted to trading on AIM. As of February 5, 2024, Belluscura's shareholders have approved the transaction. The Offer remains conditional upon, amongst other matters: (i) the waiver of a potential obligation under Rule 9 of the Takeover Code for the Belluscura Concert Party to make a mandatory general cash offer for the whole of the issued and to be issued share capital of Belluscura not already owned by the Belluscura Concert Party being approved by the Independent Belluscura Shareholders at the Belluscura General Meeting to be held at 11.00 a.m. today (the "Rule 9 Waiver"); and (ii) admission of the New Belluscura Shares to trading on AIM. On February 7, 2024, Belluscura announce that?s valid acceptances of the Offer had been received in respect of 24,974,109 TMT Acquisition Shares, representing 90.81 per cent. of the issued share capital of TMT Acquisition,all of which acceptances Belluscura may count towards the satisfaction of the Acceptance Condition. This total includes acceptances received in respect of 16,805,418 TMT Acquisition Shares, representing, in aggregate, 61.11 per cent. of the issued share capital of TMT Acquisition, which were the subject of irrevocable undertakings and a letter of intent to accept or procure acceptance of the Offer. TMT Acquisition Shares also includes acceptances received in respect of 1,397,837 TMT Acquisition Shares representing, 5.08 per cent. of the issued share capital of TMT Acquisition, from persons acting in concert with Belluscura for the purposes of the Offer. The Offer will remain open for acceptance until further notice and 14 days' notice will be given ahead of the Offer closing. As a part of acquisition, Harry Hyman and James Serjeant have today resigned as directors of the Company with immediate effect. As of February 19, 2024, Belluscura on February 16, 2024, valid acceptances of the Offer had been received in respect of 26.61 million TMT Acquisition Shares, representing 96.79%. Belluscura announces that the Offer will close for acceptance at 5.00 p.m. on March 7, 2024. Belluscura has received acceptances under the Offer in respect of over 90%. therefore Belluscura intends to exercise its rights in accordance with sections 974 to 991 of the Companies Act 2006 to acquire compulsorily the remaining TMT Acquisition Shares on the same terms as the Offer.

Russell Cook and Nicholas Chambers of Dowgate Capital Limited and Neil Baldwin and Jade Bayat of SPARK Advisory Partners Limited acted as financial advisors to Belluscura. Anthony Gahan of Wyvern Partners Limited and David Floyd of Guild Financial Advisory Limited acted as financial advisor to TMT Acquisition. Mitesh Patelia and Ferdia McCarville of CROWE acted as accountant to Belluscura plc. DWF Law LLP is acting as legal adviser to Belluscura and Reynolds Porter Chamberlain LLP is acting as legal adviser to TMT Acquisition. Dowgate and SPARK were jointly advised by Gowling WLG (UK) LLP.

Belluscura plc (AIM:BELL) completed the acquisition of TMT Acquisition Plc (LSE:TMTA) on March 8, 2024. As a part of closing, the Compulsory Acquisition process has now concluded and the Company has today issued and allotted a further 647,450 New Belluscura Shares in consideration of the TMT Acquisition shares acquired through the compulsory acquisition. As of April 17, 2024, the Company has advised the Takeover Panel that the Belluscura Concert Party has now fulfilled the commitment given to the Takeover Panel and has now reduced its shareholding to below 30.0 per cent following recent share sales and the Concert Party currently holds 29.56 per cent of the total voting rights of the Company.