Belluscura Share Discussion Threads

[hedgehog 100] 25/10/2023 15:28

The TMTA acquisition still looks a good deal for BELL.

Remember that TMTA's £4.7M. cash is in effect worth a lot more than that to BELL, because of the frequent high cost of raising capital through placings, and possible significant discounts required.

Shells like TMTA also tend to have a very 'sticky' shareholders base, probably more likely to add to their holdings than sell.
Whereas many small company placees may simply be 'stagging' the issue.

There is also the considerable bonus of having TMTA's very impressive 'shellmeisters' on board BELL.


Here are a couple of recent IPOs with placings of several million pounds each, which each paid well over a million pounds in costs:-

From the Tan Delta Systems (TAND) Admission Document, 11 August 2023:-

"Gross proceeds of the Placing receivable by the Company £6.0 million
Estimated net proceeds of the Placing receivable by the Company(2) £4.8 million"

"(2) After deduction of estimated commissions, fees and expenses (excluding VAT) of the Fundraising and Admission payable by the Company of approximately £1.2 million."



From the Tribe Technology (TRYB) Admission Document, 30 August 2023:-

"Gross proceeds of the Fundraising £4,500,000
(excluding the Retail Subscription Shares)
Estimated net proceeds of the Fundraising2 £3,200,000"

"2 After deduction of estimated commissions, fees and expenses payable by the Group of approximately £1,300,000."

[hedgehog 100] 25/10/2023 10:45

Date Time Source Headline Symbol Company
25/10/2023 07:00 UK Regulatory (RNS & others) Belluscura PLC Statement regarding possible offer LSE:BELL Belluscura Plc

"Statement regarding possible offer for TMT Acquisition plc

The boards of Belluscura plc (AIM: BELL) and TMT Acquisition plc ("TMT Acquisition") announced on 3 October 2023 that they had reached agreement on the key terms of a possible share for share offer for TMT Acquisition by Belluscura (the "Possible Offer").

Both companies have completed confirmatory due diligence and expect to be in a position to announce a firm offer shortly, and by not later than 5.00 p.m. on 31 October 2023. The terms of the Possible Offer have been revised and will now comprise the issuance of 3 new ordinary shares of Belluscura ("Belluscura Shares") in exchange for every 4 ordinary shares of TMT Acquisition ("TMT Acquisition Shares") equaling 20,625,000 Belluscura Shares (the "Revised Exchange Ratio").

The Revised Exchange Ratio would imply a valuation of 20.25 pence for each TMT Acquisition Share based upon the Belluscura closing middle market price of 27.0p on 24 October 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 GBP5.57 million for TMT Acquisition, representing a premium of approximately:

-- 19.12 % to the closing price of a TMT Acquisition Share of 17.0p on 24 October 2023, being the last business day before this announcement; and

-- 14.30 % to the TMT Acquisition three-month volume weighted average price for the period ending 24 October 2023, being the last business day before this announcement.

The independent director of TMT Acquisition, Paul Tuson (the "Independent TMT Acquisition Director"), has reconfirmed to Belluscura that, should a firm offer be made on the Revised Possible Offer Terms (as outlined above), the Independent TMT Acquisition Director is minded to recommend it to TMT Acquisition shareholders.

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. ..."




So, improved terms for TMTA, to reflect the dip in the BELL share price - these were probably necessary to get the deal approved by TMTA.

Previously, the provisional arrangement was 15 BELL shares for every 22 TMTA shares; now the intended arrangement will equate to 16.5 BELL shares for every 22 TMTA shares: i.e. TMTA shareholders should get 10% more than previously.

The current BELL share price is 26.5p (25p - 28p): which based on 3 BELL shares for every 4 TMTA shares equates to 19.875p (18.75p - 21p) TMTA.

But TMTA is currently 17p (16p - 18p), giving a reasonably attractive arbitrage opportunity here again, especially if you can get inside the headline spreads.

[hedgehog 100] 24/10/2023 13:04

24/10/2023 07:05 UK Regulatory (RNS & others) Belluscura PLC Belluscura Launches Direct to Consumer Program LSE:BELL Belluscura Plc

"LONDON, U.K., PLANO, TX, U.S. and SHENZHEN, CHINA (24 October 2023). Belluscura plc (AIM: BELL), a leading medical device developer focused on lightweight and portable oxygen enrichment technology, announces that early results on the two-month-old direct to consumer program have exceeded the Board's initial expectations.

The Company has introduced a three-prong direct sales, leasing and short-term rental program for its established X-PLOR (R) device that has been well received by customers. Recognising a significant need and opportunity to provide portable oxygen concentrators to customers not previously served by durable medical equipment companies, the Company designed a program intended to capture a meaningful underserved population of people suffering from lung disease.

The Company sees this program expanding significantly with the launch of the DISCOV-R (TM) portable oxygen concentrator.

Bob Fary, Senior Vice President Sales and Marketing Belluscura plc, commented:

"I am very excited about the new direct-to consumer sales program. We have identified a potentially significant sales opportunity that not only benefits the Company, but underrepresented patients as well." ..."




So BELL have again exceeded expectations, showing that the swift appointment of distributors in 2021 was no flash in the pan.

And it looks like they've identified a real gap in the market here, and could really clean up big time.

[hedgehog 100] 21/10/2023 19:09

"Did you know that the technology in today’s oxygen concentrators is basically unchanged from oxygen tech from the 1970s? We need to do better! Join us to raise awareness and support for those on oxygen therapy leading up to #WorldOxygenDay on October 2nd.

For the last 40 years, supplemental oxygen therapy has been a mainstay treatment for millions of people of all ages living with respiratory problems. These people rely upon oxygen therapy to relieve the symptoms like breathlessness and limited activity caused by chronic problems like COPD, as well as more acute conditions like pneumonia and sleep problems. Despite its ability to add years to people’s lives and life to their years, advancements in oxygen therapy technology have been very slow to happen. The COVID-19 pandemic made the problem even worse by increasing the demand for oxygen equipment as well as straining supply chains. Many people who could benefit from oxygen therapy do not use it as prescribed because of the inconvenience, the cost, or the stigma that can be attached to it.

There are simply too many systemic challenges for people to use oxygen therapy effectively to live their best lives. World Oxygen Day was created to change that.

Sign up to get involved: copdf.co/worldO2Day

Learn more about World Oxygen Day: www.worldoxygenday.org "




There are multiple points from this piece of relevance to BELL:-

1. The outdated oxygen technology, that BELL is 'disrupting'.

2. The long-standing (decades) importance of oxygen treatment.

3. The COVID-19 pandemic increasing demand for oxygen equipment.


These points help to explain why, in my opinion, BELL is the most exciting UK new issue of the last few years.

And perhaps of the forseeable future too, if the support of TMTA's billion-pound track record 'shellmeisters' is anything to go by.

[hedgehog 100] 16/10/2023 13:02

I'd also be interested in your views as to why TMTA directors Harry Hyman & Jonathan Satchell, both of whom have a billion-pound track record, are investing here, via their TMTA vehicle?

For the last couple of years they will doubtless have had a good view of many potential UK tech floats, but have decided that BELL is the best opportunity available to TMTA.

Their success, judgement, and business acumen should be respected.

And they will have had a very good look at BELL's prospects, and its chances of delivery.

The fact that Jonathan Satchell is coming on board here as a director is another major positive, and looks particularly exciting for the app and software side of BELL.

It could be that J.S. is viewing BELL as a chance to replicate his success with Learning Technologies Group (LTG), which he 40-bagged from its RTO price of 5.88p/share to its high of about 236p.

In addition, their 'pulling power' in attracting more institutional investors into BELL could be very positive for BELL's s.p.

Those institutional investors who backed TMTA at 20p should be keen to add to their positions in BELL, and at a premium to their previous investments at 20p in TMTA (which equates to 29.33p per BELL share).

[hedgehog 100] 16/10/2023 12:42

A key to success in investment is identifying turning points, in time to benefit from them as fully as possible.

Slippage in business and investment is par for the course, especially in the current challenged global economy.

So you have to distinguish normal business slippage, which to a degree can be expected, from bad companies just stringing investors along.


Regarding the expectations at IPO.

Appointment of US distributors was expected to start from 1st. July 2021 onwards, but actually the first one was appointed on 23rd. June, with three more following by the end of July.

That first one was only a week ahead of the earliest expectations, but it still bodes very well for the future - for the company's ability to deliver on it's plan.

With small company shares, delays and missed timetables are commonplace, whereas delivering ahead of schedule is pretty rare.

28/05/2021 07:00 UK Regulatory (RNS & others) Belluscura PLC Admission to trading on AIM; First Day of Dealings LSE:BELL Belluscura Plc
" ... Belluscura plans to launch the X-PLO2R shortly and the X-PLO2R CX and X-PLO2R DX within the next 12 months. The Company has a manufacturing agreement to produce the products in the USA. Following a soft launch, the Company plans to appoint distributors in the US to give US-wide coverage; this is expected to occur in the second half of 2021 and into 2022. Belluscura will commence International Regulatory clearances during 2021 and 2022 before expanding distribution globally. Following launch in the US, the Company intends, in due course, to pursue commercialisation in the UK, EU, Japan, South Asia, Australia, South America and Latin America. ..."


23/06/2021 07:00 RNS Non-Regulatory Belluscura PLC First US Distribution Agreement LSE:BELL Belluscura Plc

[dr biotech] 16/10/2023 09:03

Its OK them sounding confident, but Bell has a history of saying one thing, and not achieving it. Or in fact anywhere near it.

From sept22 statement last year

...production is still expected to be close to 4,000 units in 2022

Turnover for H2(22)+H1 (23) was $1.2m (this appears to be around 1200units) Inventory has gone up a lot, the unit was reworked (why?), how much of this inventory is now obsolete?.

...will commence the manufacture of DISCOV-R in Q1 2023.

Clear miss. Delayed to Q3


In the year to date, the Group has sold 775 units and having commenced in-house manufacturing, we expect to build volumes from Q4 onwards, as manufacturing and sales continue to increase. The timing of some deliveries to customers may fall into 2023 and, therefore, we expect sales for the year to be in the range of 2,000 to 4,000 units with strong demand as we move into next year.

Actual sales 1,226 giving a revenue of $1.4m (after discount). So they are selling them at c$1000each which is roughly production cost. H1(23) was $0.4m - so they sold about 400 units in H1 - more than I calculated previously as its a lower price. But this is a drop, not "growing demand". Their predicted sales are absolute fantasy land.

[jaknife] 15/10/2023 17:08

The outlook statement that I'm focusing on is is the one that accompanied May's placing:



"Trading in 2023 is still expected to see progress on 2022, albeit with a significant second half weighting. The Company currently expects to sell between 4,000 and 12,000 units in the current year, of which the higher margin DISCOV-R will represent between 30 to 35 per cent. of units sold."

I suspect that this was fairy tale stuff. Management already have a track record for telling fairy tales, the guidance issued with the IPO, for example, was pure fantasy.

Once could be a mistake but twice would mean more serious accusations.

JakNife

[hedgehog 100] 15/10/2023 14:40

You'd be hard pushed to find more confident-sounding outlook statements than BELL's recently.

But it's not just words: it's backed up by a new $55M. royalty deal, and attracting the investment of TMTA's billion-pound track record 'shellmeisters'.

And now with the requisite funding arranged, the company is all set to really start motoring.

BELL's market cap. could certainly be hundreds of millions within a few years I would think, and indeed this share looks to have excellent ten-bagger potential from its current level of just 27p.


13/09/2023 07:00 UK Regulatory (RNS & others) Belluscura PLC Half-year Report LSE:BELL Belluscura Plc

" ... Post Period End :

Transformational Exclusive License and Royalty Generating Agreement with InnoMax

-- Belluscura exclusively licensed its proprietary technology to InnoMax in China, Hong Kong, Macau and Singapore in a deal valued at $55m in minimum royalties over the term of the license ...

Adam Reynolds, Chairman of Belluscura, commented:

"The team at Belluscura has made considerable headway which will enable significant momentum in the business.

"We believe the signing of the g roundbreaking Exclusive License and Royalty Generating Agreement with InnoMax, an affiliate of the world's leading electronics manufacturing company, will be transformational for the Group.

"Belluscura is, therefore, well positioned to achieve its expectations in the coming years. The initial response from the market in the Group's products is hugely positive and, as we scale up the business, we expect substantial growth over the coming years, leaving the Board highly confident in Belluscura's future." ...

Outlook

We have made considerable progress with building the foundations for significant growth in the coming years.

Trading since the period end is in line with our expectations for the full year, which is significantly second half weighted. Demand for X-PLOR (R), which is predominantly a Direct-to-Consumer unit, is growing, and we expect that our affiliation with GoodRX, and our own direct sales will lead to significantly higher Gross Margins as we utilise the Company's previously high inventory levels.

The demand and orders already received for DISCOV-R are very exciting, and we believe the signing of the g roundbreaking Exclusive License and Royalty Generating Agreement with InnoMax, an affiliate of the world's leading electronics manufacturing company, will be transformational for the Group.

The Company is well positioned to deliver substantial growth in the coming years, and we look forward to the future with confidence. ..."

[hedgehog 100] 15/10/2023 13:02

13/09/2023 07:00 UK Regulatory (RNS & others) Belluscura PLC Half-year Report LSE:BELL Belluscura Plc

" ... Additionally, the Company continues to drive innovation in telemedicine and artificial intelligence with its proprietary NOMAD biometric app. The NOMAD app will allow users of the DISCOV-R to track performance data on their concentrator and connected devices such as an Apple(R) or Samsung(R) Watch, FitBit(R) device or Nonin(R) and Masimo(R) pulse oximeters. The collective information can then be provided to a patient's healthcare provider in person or remotely.

The Company is already working on the next-generation NOMAD app that will alert patients when their blood oxygen saturation level has varied beyond parameters set by their doctor, which is expected to help patients better monitor their conditions, but also improve the efficiency of the device by delivering supplemental oxygen as needed. ..."

[hedgehog 100] 14/10/2023 19:48

"BELL - onging together
Does the TMT Acquisition acquistion make sense?
THE OAK BLOKE
OCT 4, 2023
... I’m struck by the comment that their input will be highly useful. It suggests the “App” and Software side of Belluscura has further to run as I’ve theorised in past articles. ..."



This dovetails with part of the "Future Opportunities" section of the Belluscura AIM admission document, 24 May 2021:-

"Future Opportunities

Biometric Drug & Device Data

The Directors believe that following the launches of the products above, there is a significant opportunity to enhance these devices by collecting and collating Smart data.
Through the integration of biometric data from smart devices, Belluscura would be able to collate valuable clinical data to aid patients’ clinicians to better understand the use of the device and in turn allow clinicians to better assess their patients’ changing needs.

Integration possibilities include:

GPS Smart Watch Activity, movement, location, altitude, heart rate, stress levels, sleep patterns

Smart Pulse Oximeter Blood saturation - SaO2

Smart Inhaler Providing medication information

X-PLO2R (with Bluetooth) Oxygen flow setting and breathing rate

Collecting this information through a Belluscura COPD App the Company should be able to provide a fuller overall picture of a patient’s circumstances, activity and functionality to the clinician, making the X-PLO2R range of products a more valuable proposition.

Devices beyond X-PLO2R

Belluscura also has three further products in development, which utilise the same technology as the X-PLO2R but for larger units:

HO2ME HO2ME is a prototype of the X-PLO2R but is stationary and for home use. HO2ME is expected to be able to deliver 5-10L of continuous oxygen and is intended for Stage 4 COPD patients.

VENTO2LAT-R A non-invasive portable ventilator.

ECMO2 Device Extra-Corporeal Membrane Oxygen (“ECMO”) has for many years been used for patients with life-threatening hypoxaemia and hypercarbia. Positive outcomes by patients who suffered from SARS or Swine Flu has resulted in ECMO becoming a recommended treatment for patients with severe acute respiratory distress syndrome. Belluscura is developing a portable ECMO product (“ECMO2”) to serve this market."

[hedgehog 100] 11/10/2023 18:24

Based on 15 BELL shares for every 22 TMTA shares, the current BELL offer price of 31p, equating to 21.14p TMTA, is over 17% higher than the current TMTA offer price of 18p!

Of course both may be cheap, but why pay that much more when you don't have to?

I would add that TMTA's current mid price of 17p is less then its cash per share, for a cash shell where interest on its £4.7M. cash has been covering most of its costs (TMTA's directors aren't currently being paid ... which is in itself impressive & attractive).

And earlier this year TMTA's then three directors each bought 40,000 TMTA shares for 18.25p/share:-

04/01/2023 08:46 UK Regulatory (RNS & others) TMT Acquisition PLC Director/PDMR Shareholding LSE:TMTA Tmt Acquisition Plc


You will note from that RNS that TMTA directors Harry Hyman & Jonathan Satchell, both of whom have a billion-pound track record (which is a fairly extraordinary combination for a shell), each own getting on for about 5% of TMTA.

And out of all the multiple of offers they have received, they are putting their faith, and shares, into BELL.

Which is I think a pretty impressive validation of BELL's future prospects.

TMTA is I think the 'gold standard' amongst AIM's numerous very small cap. shells: the track record of its 'shellmeisters', and its relatively high level of cash, both marking it out as being a cut above the average shell.

So for BELL to have captured TMTA in the way it has is a major coup for the company, which bodes very well for its future prospects.

[hedgehog 100] 11/10/2023 14:44

BELL has now moved up to 30p (29p - 31p), with TMTA still at 17p (16p - 18p).

So based on 15 BELL shares for every 22 TMTA shares, the current BELL bid price of 29p, equating to 19.77p TMTA, is about 10% higher than the TMTA offer price.

And it could be even more than 10% if you can get inside one or both prices.

[hedgehog 100] 11/10/2023 14:04

The current BELL & TMTA mid s.p.s & spreads, with their equivalents based on 15 BELL shares for every 22 TMTA shares:-

BELL: 29p (28p – 30p): equates to 19.77p (19.09p – 20.45p) TMTA

TMTA: 17.0p (16p – 18p): equates to 24.93p (23.47p – 26.4p) BELL

[buywell3] 11/10/2023 07:50

Obesity has now been cited multiple times in studies in connection with Covid-19 hospitalization and deaths

Interwoven challenges of covid-19, poor diet, and cardiometabolic health
BMJ 2023; 383 doi: hxxps://doi.org/10.1136/bmj-2023-076810

Published 09 October 2023



Key messages

Poor metabolic health together with unhealthy diets and health inequalities have compounded the covid-19 pandemic’s economic, social, and public health burdens

Studies have consistently reported that obesity and diabetes are independent predictors of covid-19 severity

Evidence from dietary studies suggests that adopting a healthy dietary pattern lowers covid-19 risk and severity, especially in disadvantaged communities

Health policy needs to recognise obesity and metabolic health as important risk factors for infectious disease severity and prioritise higher risk groups for healthcare and nutritional support

Reorienting health systems towards health promotion, including targeted efforts to reduce existing inequalities, will increase resilience

-------------------------------------------------

It is thought that Oxygen therapy can play a roll in weight loss







Note the results of this study titled:

The Effect of Supplemental Oxygen in Obesity Hypoventilation Syndrome



Results:

In the noninvasive ventilation group, supplemental oxygen reduced systolic blood pressure although this could be also explained by a reduction in body weight experienced in this group.





buywell adds

This group also lost weight as well as reducing their systolic blood pressure


IMO Long Term Oxygen Therapy (LTOT) now only can be used for lowering blood pressure in obese people

BUT

It has the added benefit of weight control use

[weaverbeever] 09/10/2023 19:04

One screen says 40mil. Another 336 mill

[weaverbeever] 09/10/2023 19:03

Please can someone confirm the market cap. Not sure I can believe ADVFN

[hedgehog 100] 09/10/2023 11:55

The current BELL & TMTA mid s.p.s & spreads, with their equivalents based on 15 BELL shares for every 22 TMTA shares:-

BELL: 30p (28p – 32p): equates to 20.45p (19.09p – 21.81p) TMTA

TMTA: 18.5p (17p – 20p): equates to 27.13p (24.93p – 29.33p) BELL

[hedgehog 100] 07/10/2023 09:52

These are what look to be three BELL-TMTA arbitrage trades on Thursday:-

Belluscura (BELL)
Date Time Trade Prc Volume Buy/Sell Bid Ask Value
05-Oct-23 12:31:16 32.7501 7,500 Sell* 32.00 38.00 2,456 O
05-Oct-23 10:39:32 32.722 7,377 Sell* 32.00 38.00 2,414 O
05-Oct-23 10:38:50 33.00 30,000 Sell* 32.00 38.00 9,900 O

TMT Acquisition (TMTA)
Date Time Trade Prc Volume Buy/Sell Bid Ask Value
05-Oct-23 12:31:55 20.40 12,000 Buy* 19.00 21.00 2,448 O
05-Oct-23 10:40:31 19.80 50,198 Unknown* 19.00 20.00 9,939 O
05-Oct-23 10:41:02 19.80 11,464 Buy* 19.00 20.00 2,270 O


The seller of the 30,000 BELL trade looks to have bought 50,198 TMTA with the proceeds.

On the basis that TMTA shareholders will receive 15 BELL shares for every 22 TMTA shares, this trader should receive 34,225 BELL shares for these 50,198 TMTA shares.

I.e. a likely free 4,225 BELL shares: worth £1,394 at the current BELL mid price of 33p.


And if Jonathan Satchell 40-bags BELL, as he did with Learning Technologies Group (LTG), 4,225 BELL shares could be worth over £50K.

Which wouldn't be a bad return for what looks to have been an essentially risk-free arbitrage trade!


The BELL-TMTA arbitrage benefit has now narrowed, but the window of opportunity is still open.

Logically though you would expect it to narrow further and close, due to further arbitrage trading, & investors buying TMTA as a likely discounted route into BELL.

[dr biotech] 06/10/2023 12:14

I am interested in this as a company - I used to work for a similar sized outfit that sold scientific instruments. Similar but different market, we never sold to the general public. All new instruments we sold took 3 or so years to become successful (or to realise they were never going to be). To hit some of the figures they are suggesting seems fanciful on what is a commercially untested unit.

I'd like to know what modifications they had to make with the xplor. I'd guess its battery life. How they would extend that (on either unit) without adding to the weight will be interesting. 2 1/2 hours would probably give a bit of "range anxiety"

Anyway, any sign of sales hitting targets and it will rocket. But I will wait on the sidelines until it does.

[hedgehog 100] 06/10/2023 09:19

Thanks Dr. Biotech.

Manufacturing costs rose significantly a while ago, but BELL could have been constrained in passing on these increased costs initially.

And as regards sales growth: if you think of the 'tipping point' concept, there could well be a breakout point for BELL's sales when they start to rise exponentially.

[hedgehog 100] 06/10/2023 07:29

Dr. Biotech,

His 9% upside figure is correct, but his £450 figure should of course be doubled: looks just a bit like a typing error.

There looked to be a few BELL-TMTA trades yesterday that were taking advantage of this attractive arbitrage play.

And the advantage is even greater if you are just buying TMTA instead of BELL.

Why pay about 25% more when you don't have to?

P.S. What's the other 'guff' in the article?