17 April 2024

BELLUSCURA PLC

("Belluscura" or the "Company")

Belluscura Concert Party

On 19 January 2024, the Board of Belluscura and the independent director of TMT Acquisition plc announced the revised terms of the recommended all share offer to be made by Belluscura for the whole of the issued share capital of TMT Acquisition plc (the "Offer"). 

Belluscura announced on 9 February 2024 that the Offer had become wholly unconditional and the Offer closed on 8 March 2024.

The Company disclosed in the Offer Document published on 19 January 2024 that the Concert Party, which had been established at the time of the Company's IPO in May 2021, had a shareholding of 33.26 per cent of Belluscura's voting share capital. The Takeover Panel accepted that the holding represented an inadvertent breach of Rule 9 of the Takeover Code, and agreed to a proposal that the Belluscura Concert Party instead dispose of sufficient Belluscura Shares to persons unconnected with the Belluscura Concert Party in order to reduce the Belluscura Concert Party's interest to below 30.0 per cent. of the enlarged Belluscura share capital following completion of the Offer. This proposal was approved by Shareholders at the meeting held on 5 February 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.

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