PTCM.L Regulatory News (PTCM)

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10 September 2012

RECOMMENDED OFFER

by

PORTA COMMUNICATIONS PLC

for

WFCA PLC

OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS

Introduction

On 17 August 2012, the Porta Board and the Independent WFCA Directors announced the terms of a recommended all-share offer to be made by Porta to acquire the entire issued and to be issued ordinary share capital of WFCA (the "Offer"). The full terms and conditions of the Offer and the procedures for acceptance were set out in the offer document issued by Porta on 17 August 2012 (the "Offer Document").

Terms used in this announcement have the same meanings given to them in the Offer Document unless stated otherwise. All references to time in this announcement are to London time.

Level of acceptances

The Porta Board announces that, as at 1.00 p.m. on 7 September 2012, being the First Closing Date of the Offer, Porta had received valid acceptances of the Offer in respect of 429,983,671 WFCA Shares (representing approximately 96.23 per cent. of the existing issued share capital of WFCA), all of which Porta may count towards the satisfaction of the acceptance condition to the Offer.

As set out in the Offer Document, Porta had received irrevocable undertakings to accept, or procure the acceptance of, the Offer from certain WFCA Shareholders. Valid acceptances (all of which are included in the total of valid acceptances referred to above) have been received in respect of a total of 370,123,508 WFCA Shares represented by these undertakings, representing approximately 82.84 per cent. of WFCA's entire existing issued share capital.

Offer unconditional in all respects

On 7 September 2012, Porta announced that the Offer had become unconditional as to acceptances and the Porta Board is now pleased to announce that all outstanding conditions of the Offer, as set out in the Offer Document, have either been satisfied or waived, save for the condition relating to the admission to trading on AIM of the New Porta Shares to be issued as consideration in connection with the Offer becoming effective and that, accordingly, the Offer is now unconditional in all respects.

The Offer will remain open for acceptance until further notice and at least 14 days' notice will be given by announcement before the Offer is closed. WFCA Shareholders who have not yet accepted the Offer are urged to do so without delay as follows:

- If you are a holder of WFCA Shares in certificated form, you should complete and return the Form of Acceptance, which accompanied the Offer Document, together with your original share certificate(s) or other document(s) of title, to Capita Registrars as soon as possible; or

- If you are a holder of WFCA Shares in uncertificated form, that is, in CREST, your Electronic Acceptance should be made and settled, in accordance with the instructions set out in the Offer Document, as soon as possible.

Additional copies of the Offer Document and the Form of Acceptance are available from Capita Registrars by telephoning 0871 644 0321 or if you are calling from outside the United Kingdom, +44 20 8639 3399.

Settlement of consideration

Application has been made to the London Stock Exchange for a total of 20,475,412 New Porta Shares due in respect of valid acceptances received as at 1.00 p.m. on the First Closing Date to be admitted to trading on AIM and admission is expected to occur on 11 September 2012. Following such admission Porta will have a total of 101,632,420 Porta Shares in issue. Application will be made for admission of New Porta Shares due in respect of valid acceptances received after 1.00 p.m. on 7 September 2012 to trading on AIM within 14 days of the receipt of such acceptances.

Compulsory acquisition

As set out above, as valid acceptances have been received by Porta under the Offer in respect of more than 90 per cent. of the WFCA Shares, Porta has the right to issue compulsory acquisition notices to WFCA Shareholders who do not accept the Offer in accordance with the provisions of sections 974 to 991 of the Act.  Accordingly, Porta will shortly be posting statutory notices under section 980(1) of the Act to WFCA Shareholders who have not yet validly accepted the Offer, informing such WFCA Shareholders that it will compulsorily acquire their WFCA Shares under the provisions of sections 974 to 991 of the Act. 

Cancellation of trading in WFCA Shares 

At the request of Porta, WFCA has notified the London Stock Exchange pursuant to Rule 41 of the AIM Rules of its intention to cancel admission of the WFCA Shares to trading on AIM. It is expected that such cancellation will take effect on or around 7.00 am on 9 October 2012, or as soon as practicable thereafter, with the last day of dealings in WFCA Shares being 8 October 2012.

Such cancellation will reduce the liquidity and marketability of any WFCA Shares not assented to the Offer at that time.

Interests in WFCA Shares

Save as set out above, on 7 September 2012 (being the last practicable date prior to the publication of this announcement), neither Porta, nor any person acting in concert with Porta has any right to subscribe for any relevant securities of WFCA nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of WFCA. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of WFCA and any borrowing or lending of any relevant securities of WFCA which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to the WFCA Shares.

Further information

A copy of this announcement will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Porta's website at www.portacommunications.plc.uk and WFCA's website at www.wfca.plc.uk by no later than 12 noon on 11 September 2012.

ENQUIRIES

The Porta Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Porta Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Northland Capital Partners Limited, which is authorised and regulated in the United Kingdom by the FSA is acting exclusively for Porta and no one else in connection with the Offer and will not be responsible to anyone other than Porta for providing the protections afforded to clients of Northland Capital Partners Limited nor for providing advice in relation to the Offer or any other matter or arrangement referred to in this Announcement.

Daniel Stewart & Company plc, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for WFCA and no one else in connection with the Offer and will not be responsible to anyone other than WFCA for providing the protections afforded to clients of Daniel Stewart & Company plc nor for providing advice in relation to the Offer or any other matter or arrangement referred to in this Announcement.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities pursuant to this announcement or otherwise. The Offer is made solely by the Offer Document, a notice published in the London Gazette on 21 August 2012 and the Form of Acceptance accompanying the Offer Document, which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Offer Document.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and the availability of the Offer to WFCA Shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or WFCA Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements and/or restrictions. Any failure to comply with these restrictions may constitute a violation of securities law of any such jurisdiction. To the fullest extent permitted by law, Porta and WFCA disclaim any responsibility or liability for the violation of such restrictions by such persons.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129