13 Sep 2016 13:30
13 September 2016
Porta Communications Plc("Porta" or "the Company")
Result of General Meeting and Issue of Shares
Porta (AIM:PTCM), the international marketing and communications group, announces that at the General Meeting held earlier today, the resolution put to shareholders was duly passed.
As a result, each of the Company's 279,087,905 ordinary shares of 10 pence each will be subdivided into, and re-designated as, 279,087,905 ordinary shares of 1 pence each, ("New Ordinary Shares") and 2,790,879,050 deferred shares of 0.9 pence each (the "Share Capital Reorganisation"). The effective date and time for the Share Capital Reorganisation will be 8.00 a.m. on 14 September 2016.
Issue of Consideration Shares
As announced on 5 August 2016, the Company received notice that the vendors of Redleaf Polhill Limited ("Redleaf") have exercised their put option, which requires Porta to acquire an additional 15% of the issued share capital of Redleaf. The consideration for the additional 15% of Redleaf is £805,427 which is to be satisfied (i) 50% in cash; and (ii) 50% in ordinary shares in the capital of the Company (the "Further Consideration Shares"). The cash element of the consideration has been settled by Porta.
Following the Share Capital Reorganisation becoming effective, the Company will issue and allot 8,054,280 Further Consideration Shares to the vendors of Redleaf to satisfy the share based element of the consideration for the additional 15% interest in Redleaf. The Further Consideration Shares will be subject to a lock-in agreement which will provide for a lock-in period to 20 January 2017 and a further 6 month orderly market period. Following the issue of the Further Consideration Shares, Porta's interest in the issued share capital of Redleaf will increase to 66%.
Settlement and dealings
Application has been made to the AIM Market of the London Stock Exchange ("AIM") for a total of 8,054,280 Further Consideration Shares, which rank pari passu with the Company's existing issued New Ordinary Shares, to be admitted to trading on AIM. Dealings on AIM are expected to commence at 8:00 a.m. on 19 September 2016 ("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 287,142,185 Ordinary Shares with voting rights attached (one vote per share). The Company does not hold any shares in treasury. This figure of 287,142,185 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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Enquiries
Porta Communications Plc | David Wright, Chief Executive 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 |
The information contained within this announcement is considered to be inside information, as defined in Article 7 of the Market Abuse Regulation No. 596/2014, prior to its release.
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, 13 Communications, Newgate Sponsorship, 2112 Communications and Summit Marketing Services.
Porta Communications' corporate website is - www.portacomms.com