PTCM.L Regulatory News (PTCM)

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20 September 2012

RECOMMENDED OFFER

by

PORTA COMMUNICATIONS PLC

for

WFCA PLC

OFFER UPDATE

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"). The first closing date of the Offer was 7 September 2012.

On 10 September 2012 Porta announced that the Offer was unconditional in all respects.

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.

Acceptance levels

As at 1.00 p.m. on 19 September 2012, Porta had received valid acceptances of the Offer in respect of 436,061,594 WFCA Shares (representing approximately 97.59 per cent. of the existing issued share capital of WFCA).

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 289,424 New Porta Shares due in respect of valid acceptances received since the first closing date to be admitted to trading on AIM and admission is expected to occur on 25 September 2012. Following such admission there will be 101,921,844 Porta Shares in issue.

Compulsory acquisition

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 confirms that statutory notices are expected to be posted today 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.

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 21 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.