PTCM.L Regulatory News (PTCM)

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7 September 2012

RECOMMENDED OFFER

by

PORTA COMMUNICATIONS PLC

for

WFCA PLC

OFFER UNCONDITIONAL AS TO ACCEPTANCES

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.

Porta is pleased to announce that the acceptance condition to the Offer has been satisfied and that the Offer has become unconditional as to acceptances. The first closing date of the Offer is at 1.00 p.m. today 7 September 2012, following which Porta expects to declare the offer unconditional in all respects.

Level of acceptances

As at 1.00 p.m. on 6 September 2012, Porta had received valid acceptances of the Offer in respect of 428,697,523 WFCA Shares (representing approximately 95.94 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. 

Save as set out above, on 6 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.

The Offer, which remains subject to the terms and conditions set out in the Offer Document, will remain open for acceptances until further notice. At least 14 days' notice will be given prior to the closing of the Offer to those WFCA Shareholders who have not at the date of that notice accepted the Offer.

WFCA Shareholders who have not yet accepted the Offer are, therefore, encouraged to do so without delay. Acceptances of the Offer should be received in accordance with the instructions contained in the Offer Document. In the case of WFCA Shares held in certificated form, the Form of Acceptance should be completed and returned. If you are a holder of WFCA Shares in uncertificated form (that is in CREST), you should ensure that your TTE Instruction is settled.

If you are in any doubt about the Offer or as to the action you should take, you are recommended to seek your own independent financial advice from a stockbroker, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000. If you are outside the UK, you should immediately consult an appropriately authorised independent financial adviser.

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 10 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