Belluscura PLC Result of Placing (4576L)

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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN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: [phone] 
 Neil Baldwin 
 
 Dowgate Capital Limited (Sole Broker and Sole Bookrunner)                            Tel: [phone] 
 James Serjeant / Nicholas Chambers 
 
 Walbrook PR Ltd (Media & Investor Relations)            Tel: [phone] or [e-mail] 
 Paul McManus / Sam Allen                                       Mob: [phone] 
 
 

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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May 13, 2022 06:00 ET (10:00 GMT)