19 Jun 2018 16:05
19 June 2018
Porta Communications Plc
("Porta" or "the Company" or the "Group")
Acquisition of additional interest in Newgate Australia and Newgate Hong Kong
Porta Communications Plc (AIM: PTCM) announces that, further to its announcement on 4 August 2017, it has increased its equity ownership in Newgate Communications PTY Ltd ("Newgate Australia") to 66.71 per cent. The Company also announces that further to its announcement on 7 December 2016, it has increased its equity ownership in Newgate Communications (HK) Ltd ("Newgate Hong Kong") to 80 per cent.
Newgate Australia
Pursuant to the terms of a shareholders' agreement between Porta and the shareholders of Newgate Australia, Porta has acquired a further 4.428 per cent of Newgate Australia, increasing Porta's interest from 62.29 per cent to 66.71 per cent. The consideration for this additional interest is £338,251, which is being satisfied by the issue of 12,861,278 Ordinary Shares (the "Consideration Shares") at a price of 2.63p per Ordinary Share, being the average of the middle market quotation for each of the five business days preceding the date of the Porta AGM. The Consideration Shares are subject to a lock-in agreement which provides for a six-month lock-in period and a further six-month orderly market period.
Of these 12,861,278 Consideration Shares, 2,088,361 have been issued to Brian Tyson, Joint CEO of Porta and Managing Partner of Newgate Australia. Following this issue, Brian is interested in 4,534,614 Ordinary Shares of £0.01 each in the capital of the Company representing 0.94 per cent. of the issued share capital of Porta. Brian remains a 10.68 per cent. Shareholder in Newgate Australia.
Newgate Hong Kong
Pursuant to the terms of a shareholder agreement between Porta and the shareholders of Newgate Hong Kong, Porta has also acquired a further 20 per cent of the share capital of Newgate Hong Kong, increasing Porta's interest from 60 per cent to 80 per cent. The consideration for the additional interest is £244,061 which is being satisfied by the issue of 9,279,895 Ordinary Shares at an issue price of 2.63p per Ordinary Share, being the average of the middle market quotation for each of the last five business days preceding the date of the Porta AGM. The Consideration Shares are subject to a lock-in agreement which provides for a six-month lock-in period and a further six-month orderly market period.
Application for admission to trading on AIM
Application has been made to the AIM market of the London Stock Exchange ("AIM") for 22,141,173 new Ordinary Shares, which rank pari passu with the Company's existing issued Ordinary Shares, to be admitted to trading on AIM. Dealings on AIM are expected to commence at 8:00 a.m. on or around 25 June 2018 ("Admission").
Total Voting Rights
For the purposes of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules ("DTRs"), following Admission the issued share capital of the Company will comprise 483,031,842 Ordinary Shares with voting rights attached (one vote per share). The Company does not hold any shares in treasury. This figure of 483,031,842 may be used by the Company's shareholders as the denominator for the calculation by which they will determine whether they are required to notify their interest in, or a change to their interest in the share capital of Porta under the DTRs.
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The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
Enquiries to:
Porta Communications Plc
Gene Golembiewski, Executive Director
www.portacomms.com
+44 (0) 20 7680 6550
Newgate Communications (Media Enquiries)
Bob Huxford
Adam Lloyd
James Ash
+44 (0) 20 7680 6550
porta@newgatecomms.com
Grant Thornton UK LLP (Nominated Adviser)
Samantha Harrison
+44 (0) 207 383 5100
N+1 Singer (Broker)
Mark Taylor
Lauren Kettle
+44 (0) 20 7496 3000
Notes for Editors
· Porta is a fully integrated communications and marketing group with specialisms including financial, corporate and consumer public relations, public affairs and research and multi-capability marketing, brand and creative communications.
· The group has offices in Abu Dhabi, Beijing, Brisbane, Bristol, Canberra, Cardiff, Edinburgh, Hong Kong, London, Manchester, Melbourne, Perth, Shanghai, Singapore and Sydney.
· The brands and companies it owns are Newgate Communications, Redleaf Communications, Publicasity and 2112 Communications.
· Further information on Porta Communications is available at www.portacomms.com
The notifications below are made in accordance with the requirements of the EU regulation on market abuse.
Template for 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
| Brian William Tyson
| |||
2
| Reason for the notification
| ||||
a)
| Position/status
| Executive Director | |||
b)
| Initial notification /Amendment
| Initial notification | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name
| Porta Communications Plc | |||
b)
| LEI
| 213800E2NB62KDYYOM55 | |||
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 financial instrument, type of instrument
Identification code | Ordinary Shares of 1 pence each
ISIN: GB00B71C7K21 | |||
b)
| Nature of the transaction
| Acquisition of ordinary shares | |||
c)
| Price(s) and volume(s) | ||||
Price(s) | Volume(s) | ||||
2.63p | 2,088,361 | ||||
d)
| Aggregated information | ||||
- Aggregated volume | |||||
- Price
- Aggregated total |
| ||||
e)
| Date of the transaction
| 19 June 2018 | |||
f)
| Place of the transaction
| London Stock Exchange, AIM Market (XLON) | |||