30 Jul 2019 10:23
This announcement replaces the announcement issued at 13:51 on 29 July 2019 under RNS number 0749H which did not contain a line for the proportion of the total Scheme Shares which were voted in the court meeting which has now been included. All other details remain unchanged.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
29 July 2019
Recommended Merger
of
Porta Communications plc
and
SEC S.p.A.
Results of Court Meeting and General Meeting
Porta Communications plc ("Porta" or "the Company") announces that the meeting convened by the High Court of Justice and held earlier today (the "Court Meeting") and the subsequent general meeting (the "General Meeting") to approve the scheme of arrangement (the "Scheme") to implement the Merger of the Company and SEC S.p.A. (the "Merger") were each concluded successfully.
The Court Meeting
At the Court Meeting, a majority in number of the Scheme Shareholders who voted, either in person or by proxy, representing over 75 per cent. in value of all of the Scheme Shares voted, voted in favour of the Scheme and, accordingly, the resolution was passed. Voting on the resolution proposed at the Court Meeting was conducted on a poll. The voting of those Scheme Shareholders who cast votes either in person or by proxy at the Court Meeting was as follows:
Total votes |
| Votes for the Scheme |
| Votes against the Scheme | |||
No. of Scheme Shareholders* | No. of Scheme Shares represented |
| No. of Scheme Shareholders (and %)* | No. of Scheme Shares represented(and %) |
| No. of Scheme Shareholders (and %)* | No. of Scheme Shares represented(and %) |
44 | 202,858,088 |
| 40 | 199,307,525 |
| 3 | 3,550,563 |
|
|
| (90.91%) | (98.25%) |
| (6.81%) | (1.75%) |
* Totals in person and by proxy
The Scheme Shares voted for the Scheme represented 47.36% of the Scheme Shares and the Scheme Shares voted against the Scheme represented 0.84% of the Scheme Shares.
The General Meeting
At the General Meeting, the resolutions to approve the Scheme and authorise the Directors to issue and allot the Conversion Shares for cash on a non-pre-emptive basis were passed as special resolutions on a show of hands. The resolution to authorise the Directors to allot the Conversion Shares was passed as an ordinary resolution on a show of hands.
The proxy voting results for the resolutions were as follows:
No. | Resolution | Total votes for | % | Total votes against | % | Total votes cast | % | Votes withheld |
1 | To authorise the Directors to allot the Conversion Shares | 201,958,379 | 98.27 | 3,552,563 | 1.73 | 205,510,942 | 40.57 | 1,000 |
2 | To give effect to the Scheme, as set out in the Notice of General Meeting, including the amendments to the articles of association. | 201,922,781 | 98.27 | 3,552,563 | 1.73 | 205,475,344 | 48.83 | 36,598 |
3 | To authorise the Directors to issue and allot the Conversion Shares for cash on a non-pre-emptive basis | 201,958,379 | 98.27 | 3,552,563 | 1.73 | 205,510,942 | 40.57 | 1,000 |
A vote withheld is not a vote in law and does not count in the total of votes cast.
Any proxy appointments which gave discretion to the chairman of the meeting have been included in the 'For' total.
The issued share capital of Porta eligible to vote is 506,525,115 ordinary shares of 1 pence each, except for resolution 2 for which 420,810,829 ordinary shares of 1 pence each were eligible to vote.
Next steps
Completion of the Merger remains subject to the satisfaction or, if appropriate, waiver of the Conditions set out in the Scheme Document sent to Porta Shareholders on 5 July 2019, including, amongst other things, the sanction of the Scheme by the Court.
The hearing of the petition to the Court to sanction the Scheme is expected to take place on 2 September 2019. It is expected that the Effective Date will be 3 September 2019.
If the Scheme becomes Effective, it is expected that admission to trading of Porta Shares on AIM will be cancelled by no later than 8.00 a.m. on 4 September 2019.
It should be noted that the last day of dealings in, and for registration of transfers of, and disablement in CREST of, Porta Shares will be 2 September 2019, being the business day of the Scheme Court Hearing, following which Porta Shares will be temporarily suspended from the London Stock Exchange.
Following the Effective Date, share certificates in respect of Porta Shares will cease to be valid and entitlements to Porta Shares held within the CREST system will be cancelled.
A detailed timetable of events for the Scheme is set out in the Scheme Document. These dates are indicative only and will depend, amongst other things, on the date on which the Court sanctions the Scheme. If the expected dates change, the Company will give notice of the changes in an announcement through a Regulatory Information Service.
Copies of the Scheme Document are available for inspection during normal business hours on any business day at the offices of Osborne Clarke LLP at One London Wall, London EC2Y 5EB, up to and including the Effective Date.
Words and expressions defined in the Scheme Document shall, unless the context provides otherwise, have the same meanings in this announcement.
The person responsible for arranging the release of this announcement on behalf of the Company is Rhydian Bankes, a director of the Company.
Enquiries:
Porta Communications plc Rhydian Bankes, CFO
www.portacomms.com | Tel: +44 (0)20 7680 6550 |
Grant Thornton UK LLP (Financial Adviser and Nominated Adviser to Porta) Philip SecrettSamantha Harrison Ben Roberts Seamus Fricker
| Tel: +44 (0)20 383 5100 |
N+1 Singer (Broker to Porta) Mark Taylor Lauren Kettle
| Tel: +44 (0)20 7496 3000 |
Newgate Communications (Media Enquiries) Bob HuxfordAdam Lloyd
porta@newgatecomms.com
| Tel: +44 (0)20 7680 6550 |
SEC S.p.A Fiorenzo Tagliabue, CEO www.secglobalnetwork.com
| Tel: +39 02.624999.1 |
Arden Partners plc (Financial Adviser, Nominated Adviser and Broker to SEC) Tom PriceSteve Douglas Benjamin Cryer Maria Gomez de Olea
| Tel: +44 (0)20 7614 5900 |
Grant Thornton UK LLP, which, in the United Kingdom, is authorised and regulated by the Financial Conduct Authority, is acting exclusively for Porta and no one else in connection with the Merger and will not be responsible to anyone other than Porta for providing the protections afforded to clients of Grant Thornton UK LLP nor for providing advice in relation to the Merger or any other matter or arrangement referred to in this announcement.
Arden Partners plc, which, in the United Kingdom, is authorised and regulated by the Financial Conduct Authority, is acting exclusively for SEC and no one else in connection with the Merger and will not be responsible to anyone other than SEC for providing the protections afforded to clients of Arden Partners plc nor for providing advice in relation to the Merger or any other matter or arrangement referred to in this announcement.
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 securities exchange 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 securities exchange 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 securities exchange 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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on websites
A copy of this announcement is available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on SEC's and Porta's websites at https://www.secglobal.com/investors/proposed-merger-with-porta/ and www.portacomms.com respectively, up to and including the Effective Date.
For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.