Proposed Placing and Subscriptions to raise £3.0m

Belluscura PLC

25 May 2023

 

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25 May 2023

Belluscura plc

("Belluscura", the "Company" or the "Group")

Proposed Placing and Subscriptions to raise £3.0 million

Belluscura plc (AIM: BELL), a leading medical device developer focused on lightweight and portable oxygen enrichment technology, is pleased to announce that pursuant to a Placing and Subscriptions it has conditionally raised gross proceeds of £3.0 million (approximately £2.7 million net of expenses) through the issue of 12,000,000 New Ordinary Shares at the Issue Price of 25 pence per share.

In addition to the Placing and Subscriptions, the Company intends to carry out a separate retail offer to existing shareholders of the Company of up to 2,000,000 New Ordinary Shares at the Issue Price via the BookBuild Platform, to raise further gross proceeds of up to £0.5 million, to provide the Company's existing shareholders who are retail investors in the United Kingdom with an opportunity to participate in Belluscura's fundraising plans. A separate announcement will be made regarding the Retail Offer and its terms. The Placing and Subscriptions are not conditional upon the Retail Offer. For the avoidance of doubt, the Retail Offer is not part of the Placing and Subscriptions. Together, the Placing, the Subscriptions and the Retail Offer comprise the Fundraising.

The Fundraising is conditional on, inter alia, shareholder approval of the Resolutions to be proposed at a General Meeting of the Company to be held at 11.00 a.m. on 14 June 2023. A circular setting out details of the Fundraising, together with notice of the General Meeting, will be sent to Shareholders and made available on the Company's website at www.belluscura.com by not later than 26 May 2023.

The Issue Price of 25 pence per New Ordinary Share represents a discount of approximately 5.7 per cent. to the closing price on the Latest Practicable Date of 24 May 2023.

Dowgate Capital Limited is acting as sole placing agent, bookrunner and broker in connection with the Fundraising and SPARK Advisory Partners Limited is acting as the Company's nominated adviser.

Placing highlights

·    The Placing and Subscription have been subscribed for by both new and existing investors

·    Certain of the Directors are participating via the Subscriptions by subscribing for an aggregate amount of approximately £0.5 million

·     The net proceeds of the Fundraising receivable by the Company will be used principally:

·    to finalise the development of the DISCOV-R;

·    to complete the pre-market evaluation and launch of the DISCOV-R; and

·    for Group working capital

·    Subject to, inter alia, the passing of the Resolutions at the General Meeting, Admission of the New Ordinary Shares to trading on AIM is expected to occur on or around 16 June 2023

·     The Fundraising is not being underwritten (in whole or in part) by Dowgate, SPARK or any other person

Commenting on the successful outcome of the Placing and Subscriptions, Robert Rauker, Chief Executive Officer, said: "We have made significant progress over the last 12 months. With the support of our investors through this additional funding, despite challenging market conditions, we now have the firepower to capitalise on the significant market opportunities that have been identified for Belluscura's market leading products."

Capitalised terms not otherwise defined in the text of this announcement are defined in the Definitions set out below.

For further information please contact:

Belluscura plc	www.belluscura.com
Adam Reynolds, Non-Executive Chairman		via MHP
Robert Rauker, Chief Executive Officer
Anthony Dyer, Chief Financial Officer
SPARK Advisory Partners Limited (Nominated Adviser)		Tel: [phone]
Neil Baldwin
Dowgate Capital Limited (Bookrunner and Broker)		Tel: [phone]
James Serjeant / Russell Cook / Nicholas Chambers
MHP (Financial PR & Investor Relations)		Tel: [phone]
Katie Hunt / Pete Lambie / Matthew Taylor	email: [e-mail]

FURTHER INFORMATION

Introduction

The Company is pleased to confirm that the Placing and Subscriptions have conditionally raised gross proceeds of £3.0 million, and it intends to raise up to a further £0.5 million through the Retail Offer.

The Fundraising comprises:

a)    total of 10,008,000 New Ordinary Shares conditionally placed by Dowgate as agent of the Company with institutional and other investors at the Issue Price, raising gross proceeds of approximately £2.5 million. This is the Placing and it is conditional on the passing of the Resolutions at the General Meeting;

b)    a total of 1,992,000 New Ordinary Shares to be issued pursuant to the Subscriptions to the Subscribing Directors at the Issue Price, raising gross proceeds of approximately £0.5 million. Further details of the Subscriptions are set out below. For the avoidance of doubt, the Subscription Shares are not part of the Placing and are not Placing Shares. The Subscriptions are conditional on the passing of the Resolutions at the General Meeting.

c)    a total of up to 2,000,000 New Ordinary Shares to be issued pursuant to the Retail Offer to existing retail Shareholders in the Company at the Issue Price, raising gross proceeds of up to approximately £0.5 million. For the avoidance of doubt, the Retail Shares are not part of the Placing and are not Placing Shares. The Retail Offer is conditional on the passing of the Resolutions at the General Meeting.

The background to and reasons for the Fundraising and further details of the Placing, Subscriptions and Retail Offer are set out below.

Up to 14,000,000 New Ordinary Shares are intended to be allotted and issued under the Placing, the Subscriptions and the Retail Offer pursuant to the authorities to be granted to the Directors pursuant to Resolution 1 and Resolution 2 as set out in the Notice of General Meeting set out in Part II of the Circular which will be sent to Shareholders and made available on the Company's website at www.belluscura.com by not later than 26 May 2023.

The Placing is conditional, inter alia, on the passing of the Resolutions and Admission taking place. The Subscriptions and the Retail Offer are conditional, inter alia, on completion of the Placing, the passing of the Resolutions and Admission taking place.

Shareholders' approval of the Resolutions will be sought at the General Meeting which is convened for 11.00 a.m. on 14 June 2023 at 15 Fetter Lane, London EC4A 1BW.

Should Shareholders' approval of the Resolutions not be obtained at the General Meeting, the Placing, the Subscriptions and the Retail Offer will not proceed. None of the Placing, the Subscriptions or the Retail Offer have been underwritten.

Background to, and reasons for, the Fundraising

On 10 February 2023, the Company announced that it had raised approximately $5.8 million (£4.7 million) and, via a broker option, was seeking to raise up to a further $4.2 million of loan notes. The net proceeds of the $5.8 million have been utilised by the Company for the continued development of the DISCOV-R, and extending sales channels of the next generation X-PLOR, along with general working capital requirements for the Group. The Board has since determined, in consultation with its advisers, that investors would have more appetite for providing the balance of $4.2 million by an issue of equity rather than through the issue of further loan notes.

DISCOV-R

In late March 2023, the Company unveiled its portable oxygen concentrator, the DISCOV-R, at Medtrade, the largest home health trade show in the US. Currently undergoing pre-market evaluation testing, it is anticipated that upon receipt of the funds received from the Fundraising, the Company will be in a position to proceed with an initial launch of the DISCOV-R.

Weighing approximately 6.5 lbs, the DISCOV-R generates nearly three times as much oxygen by weight than other concentrators in its class. The DISCOV-R was awarded a Silver in the best new product category at Medtrade, a considerable achievement when taking account of the fact that most of the leading respiratory device companies were exhibiting at the show. The full commercial launch of the DISCOV-R is anticipated later this summer.

The DISCOV-R has been met with significant pre-launch demand with over 125 durable medical equipment providers and internet retailers already requesting access to this innovative device. The Directors believe that amounts to only 2 per cent. of the durable equipment companies in the US. With two litres of continuous flow and eight levels of pulse dose delivery, the Company anticipates the product being covered by both Centres for Medicare & Medicaid Services ("CMS") codes E1390 and E1392, stationary and portable concentrator, respectively. Preliminary estimated unit volume demand for production is now estimated to exceed 2,000 units per month and the profitability of a DISCOV-R device is anticipated to be approximately 250 per cent. higher than an X-PLOR. To meet this demand, the Company has been focusing significant resources to bring the DISCOV-R to market as soon as possible and to increase production and manufacturing capacity in the US and China where the product will be manufactured.

X-PLOR

The Company remains pleased with the sales momentum of the next generation X-PLOR portable oxygen concentrator released in April 2023, for which the Company was able to secure initial new standing purchase orders exceeding 1,000 units.

The Group's progress has been enabled by expanding the manufacturing of the X-PLOR in both the US and China, through a Master Supply Agreement with InnoMax Medical Technology, Limited ("Innomax") to manufacture in China and the successful change of strategy to manufacture the product in-house in the US. The capacity increase, together with the change in strategy, has led to much improved quality controls and, importantly, lower costs.

While the expanded global operation and in-house manufacturing capability led to a short-term increase in inventory levels, the Company has been able to manage these inventory levels effectively with levels now steadily reducing, particularly now that manufacturing has commenced in China.

Having begun its global expansion in December 2022 with sales of the X-PLOR in South Africa, Shenzhen Belluscura Technology Company Limited was registered in April 2023 in preparation for commercial launch of the X-PLOR in China later this year, once China National Medical Products Administration registration is received. The Company expects further global expansion from late 2023 and early 2024 once CE and UKCA marks are approved and anticipated regulatory clearances in Hong Kong, Europe, UK, Canada, Singapore and Australia are received.

Use of proceeds

The net proceeds of the Fundraising receivable by the Company will be used principally:

·    finalise the development of the DISCOV-R;

·    complete the pre-market evaluation and launch of the DISCOV-R; and

·    for Group working capital.

Current trading and prospects

Following the positive reception that the DISCOV-R received at Medtrade, the Company is very encouraged by the fact that 125 distributors have requested access to DISCOV-R, with the distributors indicating potentially significant demand for units. The Company also expects sales of the X-PLOR to continue to gain momentum over the coming months and is pleased to have received the first units manufactured by Innomax in China.

The Company is evaluating several proposals with third parties interested in white labeling the X-PLOR product. Such an arrangement would require a manufacturing change, which would decrease production initially but likely result in larger sales over the long term.

The Company believes the significant technical advantages of the DISCOV-R over its competitors, combined with the anticipated CMS reimbursement codes, will result in the DISCOV-R accounting for 70 per cent. of the production volume and 80 to 85 per cent. of revenue by 2025.

Taking account of the pace of global regulatory clearances, supply chain lead times, and the full commercial launch of the DISCOV-R being expected to occur in Q3, the Company anticipates a run rate of 800 to 1,200 units being shipped on a monthly basis by the end of 2023.

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. However, by utilising the Company's increased inventory levels these sales will be achieved at significantly enhanced cash profit margins. Following the success of the Medtrade launch and the strength of the sales prospects as set out above, the Company has updated its marketing plans for 2023 and 2024, and, as a result, operating costs for the current year will be reduced from $9.5 million to $7.5 million. While revenues in the current year may be below most recent guidance, the Company anticipates earnings will remain at least in line with current market forecasts and that its prospects for 2024 and beyond remain unchanged. The Board anticipates that, taking into account net proceeds from the Placing and Subscriptions of $3.0 million (£2.4 million), gross cash at the end of the current year will be not less than $3.2 million (£2.6 million).

The Company will release its preliminary results for the year ended 31 December 2022 on or before 30 June 2023.

Board appointment

The Board recognises that the management needs and requirements have evolved as the Company seeks to capitalise on the significant opportunities ahead. Consequently, the Board has decided to reinforce the executive team with the addition of relevant skills and expertise in global sales, by the appointment, subject to satisfactory completion of the requisite due diligence and nominated adviser checks, of Robert Fary as Executive Director. Robert will provide valuable experience and expertise in relation to driving sales of both the DISCOV-R and X-PLOR globally.

Robert has thirty-years of experience in the respiratory industry where he has held leadership roles at major oxygen concentrator manufacturers and durable medical equipment companies. During the past two decades, Robert's industry leading team was directly responsible for or contributed to the sale of over 1 million portable oxygen concentrators, generating revenues in excess of $1 billion. He has already had a successful impact on sales of the X-PLOR, having secured standing purchase orders exceeding 1,000 units for the next generation X-PLOR following its launch in April 2023. Robert has also agreed to participate in the Subscriptions.

Details of the Placing

10,008,000 Placing Shares will be conditionally placed pursuant to the Placing at the Issue Price to raise approximately £2.5 million (before expenses) for the Company. The Placing Shares will be issued and allotted subject to the Resolutions being passed at the General Meeting.

The Placing is conditional, inter alia, upon:

a)    the passing of the Resolutions at the General Meeting;

b)  the Placing Agreement becoming unconditional in all respects (save for Admission occurring) and not having been terminated in accordance with its terms; and

c)   admission of the Placing Shares to trading on AIM becoming effective by no later than 8.00 a.m. on 16 June 2023 (or such later time and/or date as the Company and may agree (being no later than 8.00 a.m. on 30 June 2023)).

If such conditions are not satisfied or, if applicable, waived, by the date(s) and time(s) referred to above, the Placing will not proceed.

The Issue Price for the Placing Shares represents a discount of 5.7 per cent. to the closing price per Ordinary Share of 25 pence at close of business on the Latest Practicable Date.

No aspect of the Fundraising is underwritten by Dowgate or any other person.

The Placing will, if completed, result in the issue of 10,008,000 New Ordinary Shares representing approximately 7.30 per cent. of the Enlarged Issued Share Capital. The Placing Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares.

Placing Agreement

The Company, SPARK and Dowgate have entered into the Placing Agreement, pursuant to which Dowgate, as agent for the Company, has agreed to use its reasonable endeavours to procure placees for the Placing Shares and to co-ordinate the offering of the Retail Shares, in each case at the Issue Price.

The Placing Agreement is conditional, inter alia, upon admission of the Placing Shares to trading on AIM becoming effective by no later than 8.00 a.m. on 16 June 2023 (or such later time and/or date as the Company, SPARK and Dowgate may agree (being no later than 8.00 a.m. on 30 June 2023)).

The Placing Agreement contains customary warranties given by the Company in favour of SPARK and Dowgate in relation to, among other things, the accuracy of the information in this document and other matters relating to the Belluscura Group and its business. In addition, the Company has agreed to indemnify SPARK and Dowgate (and their respective affiliates) in relation to certain liabilities which they may incur in respect of the Fundraising.

Dowgate and SPARK have the right to terminate the Placing Agreement in certain circumstances prior to Admission (as the case may be), in particular, in the event of breach of the warranties or a Material Adverse Effect (as defined in the Placing Agreement), and the Placing Agreement will terminate if it does not become unconditional by the required time.

Details of the Subscriptions

Pursuant to the terms of the Subscription Agreements, the Subscribing Directors and Robert Fary have agreed to subscribe for 1,992,000 Subscription Shares at the Issue Price, to raise (in aggregate) gross proceeds of £0.5 million (before expenses). Details of the Subscribing Directors participation is set out below:

								Shareholding
								as a
								percentage
				Subscription	Shareholding			of the
		Existing	Shares		on			Enlarged
	beneficial		subscribed		completion of			Issued Share
Director	shareholding		for		the Fundraising			Capital 1
Adam Reynolds	1,728,176		80,000		1,808,176			1.32%
David Poutney	12,455,731		1,800,000		14,255,731			10.40%
Robert Rauker	955,684		80,000		1,035,684			0.76%

¹   Assuming full take-up of the Retail Offer

The Subscriptions will result in the issue of 1,992,000 New Ordinary Shares, representing approximately 1.45 per cent. of the Enlarged Issued Share Capital. The Subscription Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares.

Details of the Retail Offer

Pursuant to the terms of the Retail Offer Intermediaries Agreement, the Company has made the Retail Offer to holders of Existing Ordinary Shares only through Intermediaries via the Bookbuild Platform.

Conditional on the Placing being completed and Admission taking effect, up to 2,000,000 Retail Shares will be issued through the Retail Offer at the Issue Price to raise proceeds of up to £0.5 million (before expenses).

The Retail Offer will, if taken up in full, result in the issue of 2,000,000 New Ordinary Shares, representing approximately 1.46 per cent. of the Enlarged Issued Share Capital. The Retail Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares.

Application for Admission

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. Admission is expected to take place, and dealings on AIM in the Placing Shares, Subscription Shares and Retail Shares are expected to commence, at 8.00 a.m. on 16 June 2023 (or such later time and/or date as may be agreed between the Company, SPARK and Dowgate, being no later than 8.00 a.m. on 30 June 2023).

The Placing Shares, the Subscription Shares and the Retail Shares will, following Admission, rank pari passu in all respects with the Existing Ordinary Shares in issue at the date of this document and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the Ordinary Shares after Admission.

Related Party Transactions

Participation in the Placing and Subscriptions

As Nigel Wray holds approximately 11.0 per cent. of the Existing Ordinary Shares, Nigel Wray is a related party of the Company for the purposes of Rule 13 of the AIM Rules for Companies. Consequently, Nigel Wray's participation in the Placing, under which he has conditionally agreed to subscribe for 800,000 New Ordinary Shares at the Issue Price, constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies. The Independent Directors for this purpose, being Robert Rauker, Adam Reynolds, David Poutney, Anthony Dyer, Dr. Patrick Strollo and Richard Piper, who are independent of Nigel Wray, consider, having consulted with SPARK, the Company's nominated adviser, that the terms of Nigel Wray's participation in the Placing are fair and reasonable in so far as the Shareholders are concerned.

David Poutney is Chairman of, and a major shareholder in, Dowgate Group Limited ("Dowgate Group") and Chief Executive of Dowgate Capital Limited ("Dowgate"), a wholly-owned subsidiary of Dowgate Group. Consequently, Dowgate's participation in the Placing, under which it has conditionally agreed to subscribe for 380,000 New Ordinary Shares at the Issue Price, constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies. The Independent Directors for this purpose, being Adam Reynolds, Robert Rauker, Anthony Dyer, Dr. Patrick Strollo and Richard Piper, who are independent of David Poutney and Dowgate, consider, having consulted with SPARK, the Company's nominated adviser, that the terms of Dowgate's participation in the Placing is fair and reasonable in so far as the Shareholders are concerned.

The Subscriptions by the Subscribing Directors constitute related party transactions for the purposes of Rule 13 of the AIM Rules for Companies by virtue of such persons being directors of the Company and therefore related parties. The Independent Directors for this purpose, being Anthony Dyer, Dr. Patrick Strollo and Richard Piper, who are independent of the Subscribing Directors, consider, having consulted with SPARK, the Company's nominated adviser, that the terms of the Subscribing Directors' participation in the Subscriptions are fair and reasonable in so far as the Shareholders are concerned.

Placing Agreement with Dowgate

As David Poutney is Chairman of, and a major shareholder in, Dowgate Group and Chief Executive of Dowgate, a wholly-owned subsidiary of Dowgate Group. As set out above, Dowgate is party to the Placing Agreement, under which Dowgate will receive a commission amounting to 5 per cent. of funds raised under the Fundraising, excepting any subscriptions made by the Subscribing Directors, together with a corporate advisory fee of £40,000. The Company entering into the Placing Agreement with Dowgate accordingly constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies. The Independent Directors for this purpose, being Adam Reynolds, Robert Rauker, Anthony Dyer, Dr. Patrick Strollo and Richard Piper, who are independent of David Poutney and Dowgate, consider, having consulted with SPARK, the Company's nominated adviser, that the terms of Placing Agreement with Dowgate are fair and reasonable in so far as the Shareholders are concerned.

EIS/VCT Schemes

The Directors do not expect the New Ordinary Shares to constitute a qualifying holding for venture capital trust schemes or to satisfy the requirements for tax relief under the Enterprise Investment Scheme. Therefore, the Company has not applied for confirmation from His Majesty's Revenue and Customs in this regard.

General Meeting

The General Meeting of the Company, notice of which is set out at the end of this document, is to be held at 11.00 a.m. on 14 June 2023 at 15 Fetter Lane, London EC4A 1BW. The General Meeting is being held for the purpose of considering and, if thought fit, passing the Resolutions in order to authorise the Directors to allot New Ordinary Shares pursuant to the Placing, Subscriptions and Retail Offer.

A summary and explanation of the Resolutions is set out below. Please note that this is not the full text of the Resolutions and you should read this section in conjunction with the Resolutions contained in the Notice of General Meeting in Part II of the Circular which will be sent to Shareholders and made available on the Company's website at www.belluscura.com by not later than 26 May 2023.

Resolution 1: Authority to allot shares in connection with the Placing, the Subscriptions and Retail Offer

This ordinary resolution will grant the Directors authority to allot New Ordinary Shares for the purposes of the Placing, the Subscriptions and the Retail Offer. The authority given by this Resolution will expire on the Long Stop Date.

Resolution 2: Disapplication of pre-emption rights in connection with the Placing, Subscriptions and Retail Offer

Conditional on the passing of Resolution 1, Resolution 2 (which is a special resolution) disapplies the statutory pre-emption rights in respect of the allotment of the New Ordinary Shares to be allotted pursuant to Resolution 1 in connection with the Placing, the Subscriptions and the Retail Offer. The authority given by this Resolution will expire on the Long Stop Date.

Actions to be taken

Whether or not you are able to attend the General Meeting, please submit your vote electronically using the link from www.signalshares.com. You will need to log into your Signal Shares account or register if you have not previously done so. To register you will need your Investor Code; this is detailed on your share certificate or is available from our Registrar, Link Group. Once registered, you will immediately be able to vote. Proxy votes should be submitted no later than 48 hours prior to the time set for the meeting.

Voting by proxy prior to the General Meeting does not affect your right to attend the General Meeting and vote in person should you so wish. Proxy votes must be received no later than 11.00 a.m. on 12 June 2023.

If you need help with voting online, please contact our Registrar, Link Group, on Tel: [phone]. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Or email Link at [e-mail].

Importance of your vote

The Resolutions must be passed by the Shareholders at the General Meeting in order for the Placing, the Subscriptions and the Retail Offer to proceed. If Shareholders do not approve the Resolutions, the Company would not receive the proceeds from the Placing, the Subscriptions and the Retail Offer.

In such circumstances, the Company may be required to seek other forms of funding, either as debt or equity, in the medium term and there can be no certainty that the Company would be able to do so on commercially acceptable terms or at all.

Recommendation

The Directors consider that the Fundraising and the passing of the Resolutions are in the best interests of the Company and its Shareholders as a whole.

However, Adam Reynolds, Robert Rauker and David Poutney are participating in the Subscription and are not regarded as independent in relation to the recommendation. Accordingly, the independent directors, being Richard Piper, Anthony Dyer and Dr. Patrick Strollo unanimously recommend that Shareholders vote in favour of the Resolutions.

The Directors intend to vote in favour of the Resolutions in respect of their beneficial holdings (including holdings held by persons connected with them) amounting, in aggregate, to 15,917,937 Existing Ordinary Shares, representing approximately 12.94 per cent. of the Existing Issued Share Capital.

The Placing, the Subscriptions and the Retail Offer are conditional, inter alia, upon the passing of the Resolutions at the General Meeting. Shareholders should be aware that if the Resolutions are not approved at the General Meeting, the Placing, the Subscriptions and the Retail Offer will not proceed.

DEFINITIONS

Admission                                                         the admission of the Placing Shares, the Subscription Shares and the Retail Shares to trading on AIM becoming effective in accordance with Rule 6 the AIM Rules for Companies and references to Admission becoming "effective" shall be construed accordingly;

Admission Date                                               16 June 2023 or such later date as the parties may agree, being no later than the Long Stop Date;

AIM                                                                    the market of that name operated by the London Stock Exchange;

AIM Rules for Companies                              the AIM Rules for Companies governing the admission to and operation of AIM published by the London Stock Exchange as amended from time to time;

AIM Rules for Nominated Advisers             the AIM Rules for Nominated Advisers published by the London Stock Exchange as amended from time to time;

Belluscura, Belluscura Group or Group       the Company, its subsidiaries and subsidiary undertakings;

Board of Directors                                          the board of directors of the Company;

Bookbuild Platform                                        the online capital markets platform developed by BB Technologies Limited, a company registered in England and Wales with company number 10153507 and whose registered office is at Gable House, 239 Regents Park Road, London N3 3LF;

Bookrunner and Broker or Dowgate          Dowgate Capital Limited, a company registered in England and Wales with company number 02474423 and whose registered office is at 15 Fetter Lane, London EC4A 1BW;

Business Day                                                    a day on which banks in the City of London are open for business (excluding Saturdays, Sundays and public holidays in England);

Circular                                                              the circular of the Company giving (amongst other things) details of the Placing, the Subscriptions and the Retail Offer and incorporating the Notice of General Meeting;

Companies Act                                                the Companies Act 2006, as amended, modified or re-enacted from time to time;

Company or Belluscura                                  Belluscura plc, a public limited company incorporated in England and Wales with company number 09910883 and whose registered office is at 15 Fetter Lane, London EC4A 1BW;

Enlarged Issued Share Capital                      the entire issued share capital of the Company immediately following Admission, assuming that no other Ordinary Shares are issued between the date of this document and Admission and that all of the Retail Shares offered are taken up;

EU                                                                      the European Union;

Existing Issued Share Capital                        the entire issued share capital of the Company as at the date of this document, comprising the Existing Ordinary Shares;

Existing Ordinary Shares                                the 123,017,161 Ordinary Shares in issue at the date of this document being the entire issued share capital of the Company prior to the Placing, the Subscriptions and the Retail Offer;

FCA                                                                    the Financial Conduct Authority of the United Kingdom or any successor body or bodies carrying out the functions currently carried out by the Financial Conduct Authority;

FSMA                                                                 Financial Services and Markets Act 2000 (as amended);

Fundraising                                                       together, the Placing, the Subscriptions and the Retail Offer;

General Meeting                                             the general meeting of the Company to be held at 11.00 a.m. on 14 June 2023, notice of which is set out in Circular which will be sent to Shareholders and made available on the Company's website at www.belluscura.com by not later than 26 May 2023;

Independent Directors                                  (i) in relation to the participation in the Subscriptions by the Subscribing Directors, Anthony Dyer, Dr. Patrick Strollo and Richard Piper; (ii) in relation to the Company entering into the Placing Agreement with Dowgate, all the Directors except for David Poutney and (iii) in relation to the participation in the Placing by Nigel Wray, all of the Directors;

Intermediaries                                                any financial intermediary that is appointed in connection with the Retail Offer and "Intermediary" shall mean any one of them;

Issue Price                                                        25 pence per New Ordinary Share;

Latest Practicable Date                                  4.30 p.m. on 24 May 2023, being the latest practicable date prior to announcement of the Fundraising;

London Stock Exchange                                 London Stock Exchange plc or its successor(s);

Long Stop Date                                                30 June 2023;

MAR                                                                   the UK version of the EU Market Abuse Regulation (2014/596/EU) (incorporated into UK law by virtue of the European Union (Withdrawal) Act 2018), as amended and supplemented from time to time;

New Ordinary Shares                                     the new Ordinary Shares to be issued pursuant to the Placing, the Subscriptions and the Retail Offer;

Nominated Adviser or SPARK                      SPARK Advisory Partners Limited, a limited liability partnership registered in England and Wales with registered number 03191370 and whose registered office is at 5 St John's Lane, London EC1M 4BH;

Notice of General Meeting                           the notice of general meeting set out in Part II of the Circular which will be sent to Shareholders and made available on the Company's website at www.belluscura.com by not later than 26 May 2023;

Ordinary Shares                                              ordinary shares of 1 penny each in the capital of the Company;

Placing                                                               the proposed conditional placing of the Placing Shares by Dowgate, on behalf of the Company, at the Issue Price and on the terms of the Placing Agreement subject to, inter alia, the passing of the Resolutions at the General Meeting;

Placing Agreement                                         the conditional agreement dated 25 May 2023 relating to the Placing and the Retail Offer between the Company, Dowgate and SPARK;

Placing Shares                                                  10,008,000 New Ordinary Shares which are to be conditionally placed for cash with investors pursuant to the Placing in accordance with the terms of the Placing Agreement and whose issue and allotment is conditional, inter alia, on the passing of the Resolutions at the General Meeting;

Registrars or Link Group                                Link Market Services Limited, a company incorporated in England and Wales with registered number 02605568 and having its registered office at 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL;

Regulations                                                      the UK Uncertificated Securities Regulations 2001 (SI 2001 No.3755), as amended;

Regulatory Information Service or RNS     have the meanings given in the AIM Rules for Companies;

Resolutions                                                      the Resolutions to be proposed at the General Meeting, in each case as set out in the Notice of General Meeting, and a reference to "Resolution" followed by a number is to the resolution so numbered in the Notice of General Meeting;

Restricted Jurisdictions                                  each of Australia, Canada, Japan, the Republic of South Africa and the United States and "Restricted Jurisdiction" means any one of them;

Retail Investors                                               eligible investors (being existing Shareholders) in the Retail Offer;

Retail Offer                                                      the offer of Retail Shares to Retail Investors via the Bookbuild Platform by the Retail Offer Co-ordinator through Intermediaries on the Bookbuild Platform pursuant to the Placing Agreement, the Retail Offer Intermediaries Agreements and the Retail Offer Documents;

Retail Offer Coordinator                               Dowgate;

Retail Offer Intermediaries Agreements the Retail Offer terms and conditions and the final terms which together set out the terms and conditions upon which each Intermediary agrees to make the Retail Offer available to Retail Investors to subscribe for Retail Shares;

Retail Shares                                                    the up to 2,000,000 New Ordinary Shares to be issued pursuant to the Retail Offer subject to, inter alia, the passing of the Resolutions at the General Meeting;

Shareholders                                                   the holders of Ordinary Shares from time to time, each individually a "Shareholder";

Subscribing Directors                                     Adam Reynolds, David Poutney and Robert Rauker, each individually, a "Subscribing Director";

Subscription Agreements                             the subscription agreements dated 25 May 2023 between the Company and each of the Subscribing Directors in relation to their respective Subscriptions;

Subscriptions                                                   the subscriptions to be made at the Issue Price by, or on behalf of, the Subscribing Directors, as set out in more detail above;

Subscription Shares                                        the 1,992,000 New Ordinary Shares to be issued pursuant to the Subscriptions subject to, inter alia, the passing of the Resolutions at the General Meeting;

UK or United Kingdom                                  the United Kingdom of Great Britain and Northern Ireland;

United States or US                                       the United States of America, its territories and possessions, any state thereof and the District of Columbia;

 

END