26 Jul 2011 12:21
PORTA COMMUNICATIONS PLC
RESULT OF AGM, BOARD CHANGES, DIRECTORS' DEALING, HOLDINGS IN COMPANY AND TRADING UPDATE
The Board of Porta Communications plc (the "Company" or "Porta Communications") (AIM: PTCM), announces that, at the Company's annual general meeting held earlier today, all resolutions were duly passed.
BOARD CHANGES
Paul Foulger and Adam Reynolds, having been involved with the Company for four years, brought in David Wright in November 2010 to become CEO with a brief to build a corporate communications business.
The Board now believes it is the correct time to complete the handover of power from the old management team to the new. To that end Paul Foulger and Adam Reynolds, following the annual general meeting held earlier today, resigned from the Board with immediate effect.
The Board is pleased to announce the appointment of Keith Springall to the Board. Keith will be Finance Director, replacing Paul Foulger. Further information on Mr Springall is set out below. The above Board changes have immediate effect.
In addition, the Company expects to announce two new appointments, including a new Chairman to further strengthen the Board. An announcement will be made in this regard in due course.
DIRECTORS' DEALINGS
Adam Reynolds and Paul Foulger (former directors of the Company), together with Wilton International Marketing Limited ("Wilton") (in which they are each interested in 50 per cent. of the issued share capital) and Hansard Corporate Limited ("Hansard") (in which they are each interested in approximately 25 per cent. of the issued capital), have entered into an agreement (conditional on receipt of consideration) to sell in aggregate 409,333,334 ordinary shares in the Company to current directors and other parties, at a price of 0.1p per share. Following completion of this agreement Wilton, Paul Foulger, Adam Reynolds and Hansard will cease to have a notifiable interest in the Company's shares.
The directors' interests will be as follows:
Director | Price paid for shares (£) | Number of existing Porta shares transferred | Resulting number of Porta shares held | Resulting percentage of Porta shares held | |||
David Wright | 20,000 | 20,000,000 | 170,000,000 | 4.54 | |||
Brian Blasdale | 100,000 | 100,000,000 | 158,333,333 | 4.23 | |||
Keith Springall | 5,000 | 5,000,000 | 5,000,000 | 0.13 | |||
Total | 125,000 | 125,000,000 | 333,333,333 | 8.90 |
TRADING UPDATE
Getting the Company's first acquisition completed was always going to be a challenge given it needed to be of sufficient size to avoid going back to shareholders on a regular basis for approval of subsequent acquisitions while at the same time meeting the requirements of our business plan.
The Board is pleased to announce that negotiations are sufficiently advanced with target companies in most of the areas highlighted in our business plan to enable me to say with confidence that we should complete a number of acquisitions by the end of the current year. A further announcement will be made as appropriate.
Keith John Springall
Keith (aged 55), a Chartered Accountant, is an experienced AIM company director. Keith was Finance Director of AIM quoted Bulgarian Property Developments plc and was Group Finance Director in 2005 of AIM quoted Bartercard plc, the B2B trade exchange that operated from 120 offices in 16 countries. Prior to that he held a number of senior financial positions including that of Commercial and Finance Director of Hi-Tec Sports International, the £100m turnover footwear and clothing brand and Finance Director of Jardine Matheson in Hong Kong, the Philippines and Australia. Keith is also a director of Newgate Trading Europe Limited and WFMH UK Limited.
The following information is provided pursuant to paragraph (g) of Schedule Two of the AIM Rules for Companies:
Current directorships and partnerships:
Balmoral Mews (Cobham) Management Company Limited | |
Bulgarian Property Developments plc (in liquidation) | |
Newgate Trading Europe Limited | |
Springall Limited | |
WFMH UK Limited |
Previous directorships and partnerships (within the last 5 years):
Belahray Consultancy Limited | |
Belahray Consulting Limited | |
One Media Publishing Group plc | |
One Media Publishing Limited | |
Molecob Limited Springall Limited Village Bookshops Limited |
Keith Springall was a director of PST (International) Limited, which was put into administration on 27 May 2004 with an estimated deficiency as regards creditors of £2,432,050. The administration was ended and the company put into creditors' voluntary liquidation on 22 June 2005. Mr Springall had ceased to be a director of this company on 9 March 2004.
Keith Springall was also a director of Universal Storage Logistics Limited, which was put into creditors' voluntary liquidation on 9 June 2006 with an estimated deficiency as regards creditors of £353,720. Mr Springall had ceased to be a director of this company on 27 October 2005.
Keith Springall beneficially holds (subject to completion of the proposed transfer of shares from Adam Reynolds, Paul Foulger and others referred to above) 5,000,000 ordinary shares, representing approximately 0.13 per cent. of the current issued share capital of the Company.
Save as set out in this announcement, there are no other disclosures in respect of this appointment that fall to be made under Rule 17 or paragraph (g) of Schedule Two of the AIM Rules for Companies.
For more information, please contact:
Porta Communications plc Tel: 020 7065 7045
David Wright, Chief Executive
Zeus Capital Limited (NOMAD & Broker) Tel: 0161 831 1512
Ross Andrews / Tom Rowley