25 Oct 2017 07:00
25 October 2017
Porta Communications Plc
("Porta" or the "Company" or the "Group")
Issue of Shares
Porta Communications Plc (AIM: PTCM) announces that it has allotted and issued, conditional only on Admission, 5,503,156 new ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares"), under the terms of a guarantee given by the Company pursuant to the terms of a £1m vendor loan note (the "Vendor Loan Note") issued by Capital Access Holdings Limited ("Capital Access") (an associate of the Company) to certain noteholders.
As announced on 28 July 2015, Porta acquired a 29.5 per cent holding in Capital Access in a non-cash transaction in which Porta guaranteed a maximum of £2m of debt, being £1m of the debt raised by Capital Access from a third party and £1m of vendor loan notes issued to fund the acquisition of Broker Profile by Capital Access; with any call on the guarantees to be satisfied by the issue of Porta shares at that time.
Since the date Capital Access acquired Broker Profile, Capital Access has repaid £500,000 of the Vendor Loan Note in cash but, as stated and provided for in the Company's interim results announcement (dated 29 September 2017), the final instalment of £550,316, which fell due in July 2017 will be satisfied by the issue of new shares in the Company under the terms of the guarantee.
The guarantee on the Vendor Loan Note requires Porta to issue Ordinary Shares at the average middle market closing price of the Company's Ordinary Shares for the 10 business days prior to the date of issue and allotment, subject to a minimum value per Ordinary Share of £0.10. As a result, 5,000,000 Ordinary Shares have been allotted to satisfy the outstanding principal sum of £500,000, and a further 503,156 Ordinary Shares have been allotted to satisfy the £50,316 outstanding accrued interest on the Vendor Loan Note.
The Vendor Loan Note, guaranteed by the Company, has now been settled in full.
Application for admission to trading on AIM
Application has been made to the AIM market of the London Stock Exchange ("AIM") for 5,503,156 new Ordinary 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 30 October 2017 ("Admission").
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 456,936,050 Ordinary Shares with voting rights attached (one vote per share). The Company does not hold any shares in treasury. This figure of 456,936,050 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
Rhydian Bankes, CFO
Gene Golembiewski, Executive Director
+44 (0) 20 7680 6550
Grant Thornton UK LLP (Nominated Adviser)
Samantha Harrison
Daniel Bush
+44 (0) 207 383 5100
N+1 Singer (Broker)
James Maxwell
Lauren Kettle
+44 (0) 20 7496 3000
Newgate Communications (Media Enquiries)
Bob Huxford
Adam Lloyd
James Ash
+44 (0) 20 7680 6550
porta@newgatecomms.com
Notes to 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, Singapore and Sydney.
The brands and companies it owns are Newgate Communications, Redleaf Communications, Publicasity, 2112 Communications and Summit Marketing Services.
Porta Communications' corporate website is www.portacomms.com