16 Feb 2017 11:14
16 February 2017
Porta Communications Plc
("Porta", "the Group" or "the Company")
Issue of Additional Consideration Shares
Porta Communications Plc, the international communications and marketing group, announces that it has issued and allotted a total of 175,498 ordinary shares of 1p each in the capital of the Company ("Ordinary Shares") to the vendors of ICAS Holdings Limited ("ICAS") under the terms of the sale and purchase agreement ("SPA") between the vendors of ICAS and the Company dated 10 December 2014.
ICAS was the owner of ICAS Limited, which trades as Publicasity, Porta's wholly owned PR and digital communications agency specialising in the food & drink, travel & tourism, retail, home and fashion sectors.
Under the terms of the SPA, in the event that the highest average middle market closing price of the Company's Ordinary Shares did not equal or exceed 10p per ordinary share at any time during the two-year period following the date of the SPA (the "Additional Consideration Period"), the vendors of ICAS would be entitled to additional consideration in the form of Ordinary Shares, calculated with reference to the difference between 10p and the highest average middle market closing price of the Company's Ordinary Shares during the Additional Consideration Period. The highest average middle market closing price of the Company's Ordinary Shares during the Additional Consideration Period was 9.875p. Accordingly, the Company is required to issue and allot 175,498 Ordinary Shares (the "Additional Consideration Shares") to the vendors of ICAS as final consideration for the acquisition.
Application for admission to trading
Application has been made to the AIM Market of the London Stock Exchange ("AIM") for the Additional 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 or around 21 February 2017 ("Admission").
Total Voting Rights
For the purposes of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules ("DTRs"), following Admission the issued ordinary share capital of the Company will comprise 322,101,894 Ordinary Shares with voting rights attached (one vote per share). The Company does not hold any shares in treasury. This figure of 322,101,894 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
Porta Communications Plc
Gene Golembiewski, Finance Director
www.portacomms.com
+44 (0) 20 7680 6500
Grant Thornton UK LLP (Nominated Adviser)
Philip Secrett
Samantha Harrison
Daniel Bush
+44 (0) 207 383 5100
N+1 Singer (Broker)
James Maxwell
Lauren Kettle
+44 (0) 20 7496 3000
Redleaf PR (Media Enquiries)
Charlie Geller
Sam Modlin
+44 (0) 20 7382 4769
Notes to Editors:
Porta has two divisions:
• Communications - financial, corporate and consumer public relations, public affairs and research;
• Marketing & Advertising - 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, Singapore and Sydney.
The brands and companies it owns are: Newgate Communications, PPS Group, Redleaf Communications, Publicasity, 13 Communications, Newgate Sponsorship, 2112 Communications and Summit Marketing Services.
Porta Communications' corporate website is - www.portacomms.com