TIDMBELL
RNS Number : 4576L
Belluscura PLC
13 May 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION,
DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR
FORWARDING WOULD BE UNLAWFUL (OR TO ANY PERSONS IN ANY OF THOSE
JURISDICTIONS). PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU)
NO.596/2014, WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 ("UK MAR").
Belluscura plc
("Belluscura", the "Company" or the "Group")
Result of Placing
PDMR Dealing
Belluscura plc (AIM: BELL), a leading medical device developer
focused on lightweight and portable oxygen enrichment technology,
announced on 12 May 2022 a Placing to raise GBP5.0 million (the
"Launch Announcement"). The Company is pleased to confirm that the
Placing was significantly oversubscribed and accordingly the Board
has increased the size of the Placing to raise gross proceeds of
approximately GBP6.0 million (approximately GBP5.7 million net of
placing related expenses), subject to completion, through the
placing of 7,058,824 Placing Shares at 85 pence per Placing Share
(the "Issue Price"), a discount of approximately 15% to the closing
mid-market price as at 12 May 2022.
The Placing Shares represent approximately 6.2 per cent. of the
Existing Ordinary Shares.
As set out in the Launch Announcement, the net proceeds of the
Placing receivable by the Company will be used principally to fund
the purchase of raw material inventory and manufacturing
non-recurring engineering costs in connection with the recently
announced global manufacturing agreement with InnoMax Medical
Technology Limited to manufacture the X- PLO (2) R (R) portable
oxygen concentrator family of products in Shenzhen, China.
Dowgate has acted as Sole Broker and Bookrunner in relation to
the Placing and SPARK has advised as the Company's nominated
adviser.
Commenting on the successful outcome of the Placing, Robert
Rauker, Chief Executive Officer, said: "We are delighted to have
secured the additional funds to expedite our global manufacturing
and distribution plans. 2021 was a transformational year for
Belluscura and 2022 has seen a continued acceleration of trading,
with the business well positioned to deliver substantial growth in
2022. These new funds will support our recently announced global
manufacturing agreement with InnoMax Medical Technology, more than
doubling our manufacturing capacity for X- PLO (2) R (R) portable
oxygen concentrator range and accelerating our international
expansion, particularly in Asia.
"We are very pleased to have raised these funds successfully
with an oversubscribed placing supported not only by our current
institutional investor base, but also attracting new institutional
shareholders to the Belluscura story. We would like to thank our
investors for their support, and we look forward to deploying these
funds to accelerate our growth strategy."
Related party transactions
Adam Reynolds and David Poutney, Directors of the Company, and
Nigel Wray, a substantial shareholder of the Company (as defined in
the AIM Rules), have conditionally subscribed for 84,705, 588,235,
414,000 General Placing Shares respectively at the Issue Price as
set out below. The participation of each of these parties
constitute related party transactions under AIM Rule 13 of the AIM
Rules.
Number of
Holding Number of Ordinary % of Ordinary
of Existing General Placing Shares held Share Capital
Ordinary Amount subscribed Shares subscribed post Second held post
Name Shares in the Placing for Admission Second Admission
David Poutney(1) 11,605,731 GBP500,000 588,235 12,193,966 10.06%
------------- ------------------ ------------------- ------------- ------------------
Adam Reynolds 1,643,471 GBP72,000 84,705 1,728,176 1.43%
------------- ------------------ ------------------- ------------- ------------------
Nigel Wray(2) 13,564,413 GBP351,900 414,000 13,978,413 11.53%
------------- ------------------ ------------------- ------------- ------------------
(1) David Poutney's existing holding includes 2,625,961 Ordinary
Shares held by Vivienne Poutney, Mr Poutney's spouse. David Poutney
is subscribing for 470,588 Placing Shares through his SIPP and
Vivienne Poutney is subscribing for 117,647 Placing Shares through
her SIPP.
(2) Of Nigel Wray's holding of 13,978,413 Ordinary Shares,
1,993,333 Ordinary Shares are held through Minori Investments
Limited, an entity owned by RBC Trustees (Jersey) Limited as
trustee of The Priory Accumulation & Maintenance Trust. The
Priory Accumulation & Maintenance Trust is a family trust
settled by Nigel Wray whose beneficiaries are his children. In
addition, 5,448,858 Ordinary Shares are held through Brendon
Retirements Benefit Scheme, Nigel Wray's self-administered pension
scheme. In addition, 3,900,000 Ordinary Shares are held through
Euroblue Investments Limited and 2,426,222 Ordinary Shares are held
through Edana Investments Limited, an entity owned by RBC Trustees
(Jersey) Limited as trustee of The Edna Wray Accumulation &
Maintenance Trust, a trust settled by Mr Wray's mother and the
beneficiaries are his children. Also included in Nigel Wray's
holding are 174,000 Ordinary shares owned by The Priory Foundation,
a charitable trust of which he is the settlor and a trustee. Nigel
Wray is not the beneficial owner of these shares.
All of the above parties are participating on the same terms as
all other Placees.
The participation in the Placing by each of David Poutney and
Adam Reynolds constitute related party transactions under the AIM
Rules for Companies. As such, David Poutney and Adam Reynolds are
not considered independent for the purposes of AIM Rule 13 in
relation to these related party transactions.
Robert Rauker, Anthony Dyer, Dr. Patrick Strollo and Richard
Piper who are Directors of the Company, are considered independent
in relation to the consideration of these related party
transactions under AIM Rule 13 (the "Independent Directors").
Having consulted with SPARK Advisory Partners Limited, the
Company's nominated adviser, the Independent Directors consider
that the terms of each of David Poutney's and Adam Reynolds'
participation in the Placing are fair and reasonable insofar as
shareholders are concerned.
All the Directors are considered independent in relation to the
consideration of the participation in the Placing by Nigel
Wray.
Having consulted with SPARK Advisory Partners Limited, the
Company's nominated adviser, the Directors consider that the terms
of Nigel Wray's participation in the Placing are fair and
reasonable insofar as shareholders are concerned.
Admission, settlement and first day of dealings
The Placing Shares will be issued credited as fully paid and
will rank pari passu with the Existing Ordinary Shares. As set out
in the Launch Announcement application has been made for the
EIS/VCT Placing Shares to be issued pursuant to the Placing (if
any) and the General Placing Shares to be admitted to trading on
AIM and it is expected that settlement of the EIS/VCT Placing
Shares (if any) and the General Placing Shares, subject to, inter
alia, Admission will occur at 8.00 a.m. on or around 18 May 2022
("First Admission") and 8.00 a.m. on or around 19 May 2022 ("Second
Admission"), respectively.
Details of the number of EIS/VCT Placing Shares issued pursuant
to the EIS/VCT Placing (if any) will be announced by no later than
4.00 p.m. on 17 May 2022 giving details of the issued share capital
of the Company following First Admission.
Capitalised terms used in this announcement (this
"Announcement") have the meanings given to them in the Launch
Announcement of 12 May 2022, unless the context provides
otherwise.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
For further information please contact:
Belluscura plc www.belluscura.com
Robert Rauker, Chief Executive Officer via Walbrook PR
Anthony Dyer, Chief Financial Officer
SPARK Advisory Partners Limited (NOMAD) Tel: +44 (0)20 3368 3550
Neil Baldwin
Dowgate Capital Limited (Sole Broker and Sole Bookrunner) Tel: +44 (0)20 3903 7715
James Serjeant / Nicholas Chambers
Walbrook PR Ltd (Media & Investor Relations) Tel: +44 (0)20 7933 8780 or belluscura@walbrookpr.com
Paul McManus / Sam Allen Mob: +44 (0)7980 541 893 / +44 (0)7502 558 258
IMPORTANT NOTICES
THIS ANNOUNCEMENT (THIS "ANNOUNCEMENT") IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER
TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE
FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED
STATES")), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN
OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD
BE UNLAWFUL OR WHICH WOULD RESULT IN A REQUIREMENT TO COMPLY WITH
ANY GOVERNMENTAL OR OTHER CONSENT, REGISTRATION, FILING OR OTHER
FORMALITY WHICH THE COMPANY REGARDS AS UNDULY ONEROUS (THE
"RESTRICTED JURISDICTIONS") OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE
TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE
SECURITIES LAWS OF SUCH JURISDICTIONS.
This Announcement is not for public release, publication,
distribution or forwarding, in whole or in part, directly or
indirectly, in or into the Restricted Jurisdictions or any other
jurisdiction in which such release, publication, distribution or
forwarding would be unlawful.
The Placing Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under the securities laws of any state or other
jurisdiction of the United States, and may not be offered, sold,
pledged, taken up, exercised, resold, renounced, transferred or
delivered, directly or indirectly, into or within the United
States, absent registration under the US Securities Act, except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States. No public offering of the
Placing Shares is being made in the United States.
Subject to certain exceptions, the Placing Shares may not be
offered or sold in the Restricted Jurisdictions or to, or for the
account or benefit of, any national, resident or citizen of the
Restricted Jurisdictions. No public offering of the Placing Shares
is being made in the United States, the United Kingdom or
elsewhere.
The distribution of this Announcement and the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company,
Dowgate, SPARK or any of their respective affiliates, directors,
officers, partners, employees, advisers or agents (collectively,
"Representatives") that would, or is intended to, permit an offer
of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company, Dowgate and SPARK
to inform themselves about and to observe any restrictions
contained in this Announcement. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action. Persons distributing
any part of this Announcement must satisfy themselves that it is
lawful to do so.
This Announcement is directed at and is only being distributed
to: (a) if in a member state of the European Economic Area ("EEA"),
persons who are qualified investors within the meaning of Article
2(e) of Regulation (EU) 2017/1129 (together with any implementing
measures in such member states, the "EU Prospectus Regulation")
("Qualified Investors"), (b) if in the United Kingdom, Qualified
Investors within the meaning of Article 2(e) of the UK version of
Regulation (EU) 2017/1129 as it forms part of UK law by virtue of
the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation") who are persons who (i) have professional experience
in matters relating to investments and are "investment
professionals" within the meaning of Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) (the "Order") or (ii) are persons falling within Article
49(2)(a) to (d) of the Order, and (c) are persons to whom it may
otherwise lawfully be communicated (each such person in (a), (b)
and (c), a "Relevant Person" and together being referred to as
"Relevant Persons").
No offering document, admission document or prospectus has been
or will be submitted to be approved by the FCA or submitted to the
London Stock Exchange in relation to the Placing or any Admission
and no such prospectus is required (in accordance with the UK
Prospectus Regulation) to be published in the United Kingdom or any
equivalent document in any other jurisdiction.
No other person should act on or rely on this Announcement and
persons distributing this Announcement must satisfy themselves that
it is lawful to do so. By accepting the terms of this Announcement,
you represent and agree that you are a Relevant Person. This
Announcement must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to
which this Announcement or the Placing relates is available only to
Relevant Persons and will be engaged in only with Relevant
Persons.
Certain statements in this Announcement are forward-looking
statements with respect to the Company's expectations, intentions
and projections regarding its future performance, strategic
initiatives, anticipated events or trends and other matters that
are not historical facts and which are, by their nature, inherently
predictive, speculative and involve risks and uncertainty because
they relate to events and depend on circumstances that may or may
not occur in the future. All statements that address expectations
or projections about the future, including statements about
operating performance, strategic initiatives, objectives, market
position, industry trends, general economic conditions, expected
expenditures, expected cost savings and financial results are
forward-looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may
be deemed to be, forward-looking statements. These forward-looking
statements, which may use words such as "aim", "anticipate",
"believe", "could", "intend", "estimate", "expect", "may", "plan",
"project" or words or terms of similar meaning or the negative
thereof, are not guarantees of future performance and are subject
to known and unknown risks and uncertainties. There are a number of
factors including, but not limited to, commercial, operational,
economic and financial factors, that could cause actual results,
financial condition, performance or achievements to differ
materially from those expressed or implied by these forward-looking
statements. Many of these risks and uncertainties relate to factors
that are beyond the Company's ability to control or estimate
precisely, such as changes in taxation or fiscal policy, future
market conditions, currency fluctuations, the behaviour of other
market participants, the actions of governments or governmental
regulators, or other risk factors, such as changes in the
political, social and regulatory framework in which the Company
operates or in economic or technological trends or conditions,
including inflation, recession and consumer confidence, on a
global, regional or national basis. Given those risks and
uncertainties, readers are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of this Announcement. Each of the Company, Dowgate
and SPARK expressly disclaims any obligation or undertaking to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise unless
required to do so by applicable law or regulation.
Each of Dowgate and SPARK are authorised and regulated in the
United Kingdom by the Financial Conduct Authority ("FCA"). Each of
Dowgate and SPARK is acting exclusively for the Company and for no
one else in connection with the Placing and will not regard any
other person (whether or not a recipient of this Announcement) as a
client in relation to the Placing or any other matter referred to
in this Announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients or for giving advice in relation to the Placing or any
other matter referred to in this Announcement.
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 Dowgate or SPARK (apart from the responsibilities or
liabilities that may be imposed by the Financial Services and
Markets Act 2000, as amended ("FSMA") or the regulatory regime
established thereunder) or by their respective affiliates or any of
their respective 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 its advisers or any
other statement made or purported to be made by or on behalf of
Dowgate or SPARK or any of their respective affiliates or any of
their respective 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 Dowgate or SPARK or any of their respective
affiliates or any of their respective 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 its advisers, and any liability therefor is
expressly disclaimed. The information in this Announcement is
subject to change.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this Announcement, in whole or in part, is
unauthorised. Failure to comply with this directive may result in a
violation
of the US Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. This Announcement
does not identify or suggest, or purport to identify or suggest,
the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities
can go down as well as up and investors may not get back the full
amount invested upon the disposal of the shares. Past performance
is not a guide to future performance. The contents of this
Announcement are not to be construed as legal, business, financial
or tax advice. Each investor or prospective investor should consult
with his or her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or
tax advice.
Any indication in this Announcement of the price at which the
Company's securities have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company for the current or future financial periods would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
This Announcement is being distributed and communicated to
persons in the United Kingdom only in circumstances in which
section 21(1) of FSMA does not apply.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Each of Dowgate and SPARK and their respective affiliates may
have engaged in transactions with, and provided various commercial
banking, investment banking, financial advisory transactions and
services in the ordinary course of their business with the Company
and/or its affiliates for which they would have received customary
fees and commissions. Each of Dowgate and SPARK and their
respective affiliates may provide such services to the Company
and/or its affiliates in the future.
Solely for the purposes of the product governance requirements
contained within: (a) Directive 2014/65/EU on markets in financial
instruments as amended ("MiFID II"); (b) Articles 9 and 10 of
Commission Delegated Directive 2017/593 supplementing MiFID II; and
(c) local implementing measures (together, the "MiFID II Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
'manufacturer' (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that such Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Dowgate will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name 1. Adam Reynolds
2. David Poutney
-------------------------- ------------------------------------------
2 Reason for the notification
----------------------------------------------------------------------
a) Position/status 1. Non-Executive Chairman
2. Non-Executive D irector
-------------------------- ------------------------------------------
b) Initial notification Initial notification
/Amendment
-------------------------- ------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------
a) Name Belluscura plc
-------------------------- ------------------------------------------
b) LEI 213800BRJQZE56XBPW94
-------------------------- ------------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
----------------------------------------------------------------------
a) Description of the Ordinary shares of 1p each
financial instrument,
type of instrument
Identification code Identification code (ISIN): GB00BD3B8Z11
-------------------------- ------------------------------------------
b) Nature of the transaction Subscription for ordinary shares
-------------------------- ------------------------------------------
c) Price(s) and volume(s) Price Volume
1. Adam Reynolds 85p 84,705
------ --------
2. David Poutney 85p 588,235
------ --------
-------------------------- ------------------------------------------
d) Aggregated information n/a
- Aggregated volume
- Price
-------------------------- ------------------------------------------
e) Date of the transaction 13 May 2022
-------------------------- ------------------------------------------
f) Place of the transaction London Stock Exchange, AIM
-------------------------- ------------------------------------------
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END
IOEUOVKRUSUVARR
(END) Dow Jones Newswires
May 13, 2022 06:00 ET (10:00 GMT)
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