14 Mar 2017 10:40
14 March 2017
Porta Communications Plc
("Porta", "the Group" or "the Company")
Issue of Equity
Porta Communications Plc, the international communications and marketing group, announces that it has issued and allotted a total of 4,000,000 ordinary shares of 1p each in the capital of the Company ("Ordinary Shares") to two employees of PPS Group Limited ("PPS"), (the "Employees"), to satisfy the first half of an executive bonus arrangement entered into at the time of the sale and purchase agreement ("SPA") between the vendors of PPS and the Company dated 10 November 2014.
PPS is Porta's wholly owned consultancy that specialises in reputation management, community engagement and political consensus building and advises on projects such as complex property, infrastructure and energy developments.
According to the bonus letter dated 10 November 2014, a side letter to the SPA, a total gross amount of £300,000 (the "Bonus") is payable in cash or shares to the Employees two years from the date of the SPA. The Company and the Employees have now agreed a final payment schedule for the Bonus. The Company has agreed to allot and issue 4,000,000 Ordinary Shares to the Employees, calculated with reference to the average middle market closing price of the Company's Ordinary Shares for the five business days ending 10 March 2017, which represents 50% of the Bonus, or £150,000. The £150,000 balance of the Bonus will be paid in either cash or Ordinary Shares, at the Company's discretion, on or around 13 March 2018. Should the Company elect to satisfy the final 50% balance of the Bonus by way of the issue of Ordinary Shares, the number of Ordinary Shares to be allotted and issued will be calculated with reference to the average middle market closing price of the Company's Ordinary Shares for the five business days ending 12 March 2018.
Application for admission to trading
Application has been made for the 4,000,000 Ordinary Shares, which rank pari passu with the Company's existing issued Ordinary Shares, to be admitted to trading on the AIM Market of the London Stock Exchange ("AIM"). Dealings on AIM are expected to commence at 8:00 a.m. on or around 16 March 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 326,101,894 Ordinary Shares with voting rights attached (one vote per share). The Company does not hold any shares in treasury. This figure of 326,101,894 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, 2112 Communications and Summit Marketing Services.
Porta Communications' corporate website is - www.portacomms.com