19 Jun 2018 16:36
19 June 2018
Porta Communications Plc
("Porta" or "the Company" or the "Group")
Acquisition of additional interest in Redleaf Polhill
Porta Communications Plc (AIM: PTCM) announces that it has completed the acquisition of an additional 19% interest in Redleaf Polhill Limited ("Redleaf") for total consideration of £1,047,800, taking the Company's interest in Redleaf to 100%.
Further details of the additional acquisition
The Company announced on 23 April 2014 that it had acquired 51% of the issued share capital of Redleaf and that the parties had agreed to the grant of put and call options over the remaining 49% of the issued share capital of Redleaf at the end of each of the next three full financial years.
The Company has received notice that the vendors of Redleaf have exercised their final put option. Under the terms of the final put option, the additional consideration for the Company's acquisition of a further 19% of Redleaf is £1,047,800 which is to be satisfied: (i) 50% in cash; and (ii) 50% in Porta ordinary shares of 1 pence each ("Ordinary Shares") at an issue price of 2.23p calculated with reference to the average of the mid-market closing price of Porta's Ordinary Shares for a period prior to the allotment date (the "Final Option Consideration Shares").
Following the issue of the Final Option Consideration Shares, Porta's interest in the issued share capital of Redleaf will increase to 100%.
The Company has remitted cash payment of £523,900 to the vendors of Redleaf and has made an application to the AIM market of the London Stock Exchange ("AIM") for a total of 23,493,273 Final Option Consideration 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 25 June 2018 ("Admission"). The Final Option Consideration Shares are subject to a lock-in agreement which provides for a six-month lock-in period followed by a further six-month orderly market period.
Of these 23,493,273 Final Option Consideration Shares, 21,158,042 have been issued to Emma Kane, Joint CEO of Porta and CEO of Newgate Communications Limited and Redleaf, and to persons closely associated ("PCAs") with her. Following this issue, Emma (together with her PCAs) is beneficially interested in 22,696,504 Ordinary Shares of £0.01 each in the capital of the Company representing 4.48 per cent. of the issued share capital of Porta.
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 506,525,115 Ordinary Shares with voting rights attached (one vote per share). The Company does not hold any shares in treasury. This figure of 506,525,115 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.
- ends -
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
| Emma Victoria Kane
| |||
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) | ||||
2.23p | 15,249,484 | ||||
d)
| Aggregated information | ||||
- Aggregated volume | |||||
- Price
- Aggregated total | |||||
e)
| Date of the transaction
| 19 June 2018 | |||
f)
| Place of the transaction
| Outside a trading venue | |||
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
| Ian Rosenblatt
| |||
2
| Reason for the notification
| ||||
a)
| Position/status
| Person closely associated with Emma Kane, a PDMR within Porta Communications plc | |||
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) | ||||
2.23p | 5,908,558 | ||||
d)
| Aggregated information | ||||
- Aggregated volume | |||||
- Price
- Aggregated total | |||||
e)
| Date of the transaction
| 19 June 2018 | |||
f)
| Place of the transaction
| Outside a trading venue | |||