Belluscura PLC (AIM:BELL) Launch of WRAP Retail Offer to raise up to £0.5 million

Belluscura plc (AIM: BELL), a UK medical device company focused on developing oxygen enrichment technology spanning broad industries and therapies, is pleased to announce a retail offer (the “WRAP Retail Offer”) via the Winterflood Retail Access Platform (“WRAP”).

The WRAP Retail Offer is being undertaken alongside a Placing to raise approximately £4.0 million (approximately $5.0 million) (the “Placing”), as announced at 7.00 a.m. on 7 February 2025. Under the WRAP Retail Offer, up to 25,000,000 new Ordinary Shares (the “WRAP Retail Offer Shares”) will be made available to eligible retail Shareholders at a price of 2 pence per share (the “Issue Price”) representing a discount of approximately 69.2 per cent. to the closing price on 5 February 2025. It is intended that the proceeds of the WRAP Retail Offer will be utilised for general working capital purposes and to bolster the Company’s balance sheet.

The WRAP Retail Offer is conditional on the WRAP Retail Offer Shares being admitted to trading on AIM and on the passing of the Resolutions by Shareholders at a General Meeting to be held at 11.00 a.m. on 28 February 2025. A circular, containing further details of the Placing, the WRAP Retail Offer and notice of the General Meeting is expected to be published and despatched to Shareholders on 11 February 2025. It is anticipated that admission of the WRAP Retail Offer Shares will become effective and that dealings in the WRAP Retail Offer Shares will commence on AIM, at 8.00 a.m. on 4 March 2025.

For the avoidance of doubt, the WRAP Retail Offer is not part of the Placing. Completion of the WRAP Retail Offer is conditional, inter alia, upon the completion of the Placing.

The Company values its retail shareholder base and believes that it is appropriate to provide its existing retail shareholders in the United Kingdom the opportunity to participate in the WRAP Retail Offer.

Eligible retail Shareholders can contact their broker or wealth manager to participate in the WRAP Retail Offer.

The WRAP Retail Offer is expected to close at 2.00 p.m. on 10 February 2025. Investors should note that financial intermediaries may have earlier closing times. The result of the WRAP Retail Offer is expected to be announced by the Company on or around 10 February 2025.

Retail brokers wishing to participate in the WRAP Retail Offer on behalf of eligible retail Shareholders, should contact WRAP@winterflood.com.

To be eligible to participate in the WRAP Retail Offer, applicants must be a customer of a participating intermediary including individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations.

There is a minimum subscription of £100 per investor under the WRAP Retail Offer. The terms and conditions on which eligible retail Shareholders subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

The Company reserves the right to amend the size of the retail offer at its discretion. The Company reserves the right to scale back any order and to reject any application for subscription under the WRAP Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for WRAP Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.

The Company believes, based on advice received, that the WRAP Retail Offer Shares will constitute ‘eligible shares’ and that the Company will be regarded as a ‘qualifying company’ for the purposes of the EIS rules. The Company has applied for advanced assurance from HMRC, however, no assurance has yet been issued by HMRC which confirms that, inter alia, a subscription for the WRAP Retail Offer Shares will meet the requirements for relief under the EIS.

None of the Directors nor the Company give any representation, warranty or undertaking that any VCT investment in the Company is a qualifying holding, or that a subscription for WRAP Retail Offer Shares will meet the requirements for relief under the EIS, or that VCT or EIS qualifying status or eligibility will not be withdrawn, nor do they warrant or undertake that the Company will conduct its activities in a way that qualifies for or preserves its status or the status of any investment in Ordinary Shares.  Share considering taking advantage of any of the reliefs available to VCTs or under the EIS should seek their own professional advice in order that they may fully understand how the rules apply in their individual circumstances and what they are required to do in order to claim any reliefs (if available). The rules governing reliefs under VCT and EIS legislation are complex. Any prospective investors who are considering investing in the WRAP Retail Offer Shares in order to obtain VCT or EIS reliefs are recommended to take independent tax advice from a professional tax adviser.

The WRAP Retail Offer Shares will, when issued, be credited as fully paid, and have the right to receive all dividends and other distributions declared, made or paid after their date of issue.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for Ordinary Shares and investment in the Company carries a number of risks, including the risk that investors may lose their entire investment. Investors should take independent advice from a person experienced in advising on investment in securities such as the Ordinary Shares if they are in any doubt.

An investment in the Company will place capital at risk. The value of investments, and any income, can go down as well as up, so investors could get back less than the amount invested.

Neither past performance nor any forecasts should be considered a reliable indicator of future results.

The WRAP Retail Offer is offered in the United Kingdom under the exemption from the requirement to publish a prospectus in sections 86(1)(e) and 86(4) of FSMA. As such, there is no need for publication of a prospectus pursuant to the United Kingdom version of Regulation (EU) 2017/1129 as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended), or for approval of the same by the FCA. The WRAP Retail Offer is not being made into any jurisdiction other than the United Kingdom.

Unless otherwise stated, capitalised terms not otherwise defined in the text of this announcement have the same meanings ascribed to them as in the “Proposed Share Placing” announcement published by the Company on 6 February 2025.

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