PTCM.L Regulatory News (PTCM)

Porta Communications plc

(the "Company")

Disposal of TSE Consulting SA and Notice of General Meeting

Porta Communications plc (AIM: PTCM), announces that it proposes to dispose of the entire issued share capital of TSE Consulting SA.

Highlights:

·; Proposed disposal of TSE Consulting SA

·; Consideration of CHF450,000 (approximately £304,345 at current exchange rates)

·; Strategy to build an international communications and marketing business

·; General meeting on 13 April 2011 to approve the disposal

Introduction

In November 2010, the Board announced a refocusing of the Company's strategy from that of an international sports consultancy business, to one of building an international communications and marketing business, a placing of new Ordinary Shares to raise £2.75 million, before expenses, changes to the Board (which included the appointment of David Wright as Chief Executive Officer) and a change of name of the Company.

Further, the Board announced that it was in discussions to dispose of TSE Consulting, its sole trading subsidiary.

The Board is now pleased to announce the conditional disposal of the entire issued share capital TSE Consulting to Lars Haue-Pedersen, a former director of the Company, and others for a consideration of CHF450,000 (equivalent to approximately £304,345 at current exchange rates). The Disposal is conditional, inter alia, on the approval of Shareholders at the General Meeting.

Under the AIM Rules, the Disposal represents a fundamental change to the business of the Company, and is therefore subject to Shareholder approval. The Disposal is also a related party transaction under the AIM Rules as Lars Haue-Pedersen was a director of the Company within the last twelve months.

Following the Disposal the Company will become an investing company for the purposes of the AIM Rules and the Company will need to set out its investing strategy and seek Shareholder's approval for that investing strategy.

The Company's Investing Strategy is set out below and a resolution set out in the notice of General Meeting seeks Shareholder's approval for the Investing Strategy. Once the Disposal is completed the Company will have 12 months to make an acquisition that constitutes a reverse takeover under Rule 14 of the AIM Rules or implement the Investment Strategy.

The Company's Investment Strategy

As set out in the circular to Shareholders in November 2010, the Company's strategy is to utilise the Board's experience and expertise to build an international communications and marketing business, where there is a clear synergy between the services offered, with a view to maximising Shareholder value.

The Company intends to act as a holding company with individual divisions within it which will provide the following services:

a) public relations (financial, corporate and public affairs);

b) advertising and related services (media buying and media bartering); and

c) market research.

As previously stated it is proposed that this will be undertaken through the recruitment of:

a) a team of proven, key public relations executives from within the industry;

b) key executives to build the advertising and marketing research divisions; and

c) an acquisition programme.

Since December 2010, when Shareholders approved the Company's refocused strategy and the fund raising of £2.75 million, the Board has been concentrating its efforts on:

a) commencing the implementation of the Company's strategy; and

b) agreeing the terms of the Disposal announced earlier today.

The Board is also reviewing several acquisition opportunities and will keep Shareholders informed as appropriate although discussions are at an early stage. It is anticipated that, due to the size of any likely acquisition target compared to the Company, Shareholder approval will be required under the AIM Rules.

The Board expects to provide Shareholders with a further update on developments when it announces the Company's audited results for the year ended 31 December 2010, which are expected to be announced by 30 June 2011.

Disposal

The Board has been reviewing the trading position of TSE Consulting since September 2010 and has continued to talk to a number of sports related businesses which it thought might acquire or merge with the business. Until now these discussions had not led to an offer being made and therefore the Board is pleased to be able to announce that terms have finally been agreed, with Lars Haue-Pedersen and others, to purchase the entire issued share capital of TSE Consulting for a cash consideration of CHF450,000 (equivalent to approximately £304,345 at current exchange rates). At the same time all sums owed by the Company to TSE Consulting (and vice versa) will be written off.

According to the unaudited management accounts for the year ended 31 December 2010, TSE Consulting recorded an operating loss of (CHF295,687) and had shareholders equity of CHF24,527 (being total assets less total liabilities), equivalent to (£199,980) and £16,588 respectively at current exchange rates.

The cash consideration received upon completion of the Disposal will be used for working capital purposes.

The Company has also agreed with the purchasers of TSE Consulting that, immediately prior to the completion of the sale of TSE Consulting and subject to Shareholder approval of the Disposal, TSE Consulting will transfer all the business and assets of its existing Turkish operation to the Company. The Directors propose that such business and assets will be held by a newly formed Turkish subsidiary of the Company. The consideration for this transfer is to be settled by the payment of CHF1 and the assumption by the Company of all the assets of TSE Consulting in respect of the Turkish business which are matched by corresponding liabilities.

Related Party Transaction

The Disposal is deemed to be a Related Party Transaction under the AIM Rules as one of the purchasers is Lars Haue-Pedersen, a director of the Company within the last twelve months. Where a Company enters into a transaction with a related party the AIM Rules require that the directors independent to the transaction, having consulted with the company's nominated adviser, consider whether the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.

The Directors, who are all independent of the Disposal, having consulted with Zeus Capital, the Company's Nominated Adviser, consider that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned. In providing advice to the Board, Zeus Capital has taken into account the Directors' commercial assessment of the terms of the Disposal.

General Meeting

A General Meeting will be held at 10.00 a.m. on 13 April 2011 at which ordinary resolutions will be proposed to approve the Disposal and the Investing Strategy. The Board believes that the Disposal and the Investment Strategy are necessary and in the best interests of the Company and its Shareholders.

Recommendation

The Directors consider that the Proposals are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend that Shareholders vote in favour of the Resolutions as they intend to do in respect of their own beneficial holdings of 525,215,925 Ordinary Shares, representing approximately 14.09 per cent. of the Issued Ordinary Share Capital.

Adam Reynolds, Porta Communication's CEO, commented:

"We are delighted to announce the disposal of TSE Consulting. This transaction will enable us to focus on implementing our new strategy to build an international communications and marketing business. We look forward to providing further updates on our recruitment and acquisition strategy."

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