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Schedule One - SEC S.p.A.

24 Jul 2019 10:45

RNS Number : 5733G
AIM
24 July 2019
 

 

 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

SEC S.p.A.

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered office and trading address: Via Aporti 8 20125 Milan, Italy

 

 

 

COUNTRY OF INCORPORATION:

Italy

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://www.secglobal.com/investors/

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

 

Admission is following a reverse takeover under Rule 14 by SEC S.p.A of Porta Communications plc, another AIM quoted company.

 

SEC S.p.A. is a holding company and head office for a public relations and advocacy business, headquartered in Milan with operations primarily across western Europe and Latin America. The business was originally founded in 1989 and has subsequently grown both organically and by acquisition.

 

Porta Communications Plc is the holding company for an International communications and marketing business with 17 offices in 7 countries. Through its specialist businesses, primarily under the Newgate Communications brand, Porta helps clients to build their brands and protect their reputations on a local, national and international basis benefiting from its specialist and integrated communications and marketing services.

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

 

Number of ordinary shares of no par value ("Ordinary Shares") for which Admission will be sought: 24,250,907

 

 

There are no restrictions as to the transferability of the Ordinary Shares and no Ordinary Shares will be held in treasury.

 

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

 

Expected Market Capitalisation: £16.6m (based on an enlarged share capital of 24,250,907 and closing price per SEC Share of £0.685 on 23 July 2019)

 

Capital to be raised: n/a

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

70.74%

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

 

n/a

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

 

·; John Foley - Non-Executive Chairman*

·; Luigi Roth - Deputy Non-Executive Chairman

·; Fiorenzo Tagliabue - Chief Executive Officer

·; Emma Kane - Deputy Chief Executive Officer*

·; Brian Tyson - Deputy Chief Executive Officer*

·; Tom Parker - Deputy Chief Executive Officer

·; Rhydian Bankes - Chief Financial Officer*

·; Anna Milito - Deputy Chief Financial Officer

·; Mark Glover - Managing Director

·; Paola Bruno - Non-Executive Director

·; David Mathewson - Non-Executive Director

 

*Proposed Directors

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

 

Before Admission:

 

Name

Number of Ordinary Shares

Percentage of issued share capital

Fiorenzo Tagliabue

8,920,100

66.06%

 

 

After Admission:

 

Name

Number of Ordinary Shares

Percentage of issued share capital

Fiorenzo Tagliabue

8,920,100

36.76%

Retro Grand Limited

6,335,183

26.12%

 

 

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

n/a

 

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

 

(i) 31 December

(ii) 31 December 2018

(iii) 30 June 2019 due 30 September 2019, 31 December 2019 due 30 June 2020, 30 June 2020 due September 2020

 

 

EXPECTED ADMISSION DATE:

 

4 September 2019

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Arden Partners plc

125 Old Broad Street

London

EC2N 1AR

 

NAME AND ADDRESS OF BROKER:

 

Arden Partners plc

125 Old Broad Street

London

EC2N 1AR

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

 

A copy of the admission document containing full details about the applicant and the admission of its securities will be available on the Company's website, www.secglobal.com

 

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

The QCA Corporate Governance Code 2018 published by the Quoted Companies Alliance

 

DATE OF NOTIFICATION:

 

24 July 2019

 

NEW/ UPDATE:

New

 

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
PAAPGUQWMUPBUBC
Date   Source Headline
14th Jun 20193:36 pmRNSFurther results of AGM
11th Jun 20196:29 pmRNSRecommended All-Share Merger of Porta and SEC
10th Jun 20192:57 pmRNSResult of AGM
6th Jun 201910:05 amRNSForm 8.3 - Porta Communications Plc
24th May 20197:00 amRNSNotice of AGM
22nd May 20197:00 amRNSAudited results for the year ended 31/12/2018
9th May 20197:00 amRNSTrading update and results announcement
30th Apr 20199:18 amRNSForm 8 (OPD) (SEC S.p.A)
26th Apr 20191:07 pmRNSForm 8.3 - SEC S.p.A
26th Apr 20191:07 pmRNSForm 8.3 - SEC S.p.A
26th Apr 20191:02 pmRNSForm 8.3 - SEC S.p.A
26th Apr 20191:01 pmRNSForm 8.3 - SEC S.p.A
26th Apr 201912:59 pmRNSForm 8.3 - SEC S.p.A
26th Apr 201912:52 pmRNSForm 8.3 - SEC S.p.A
26th Apr 201912:42 pmRNSForm 8.3 - SEC S.p.A
26th Apr 201911:09 amRNSForm 8.3 - SEC S.p.A
26th Apr 201911:06 amRNSForm 8.3 - SEC S.p.A
26th Apr 201910:26 amRNSForm 8.3 - SEC S.p.A
26th Apr 201910:22 amRNSForm 8.3 - SEC S.p.A
26th Apr 201910:13 amRNSForm 8.3 - SEC S.p.A
26th Apr 20197:00 amRNSForm 8 (OPD) (SEC S.p.A)
26th Apr 20197:00 amRNSForm 8 (OPD) (Porta Communications plc)
11th Apr 20191:23 pmRNSForm 8.3 - Porta Communications PLC
11th Apr 201912:38 pmRNSForm 8.3 - Porta Communications plc
10th Apr 20191:01 pmRNSStatement regarding possible all-share merger
28th Mar 20197:00 amRNSChange of Adviser
12th Feb 20192:50 pmRNSChange of Registered Office
29th Jan 20197:00 amRNSDirectorate Change
10th Jan 20197:27 amRNSBroker Change
22nd Nov 20187:00 amRNSDirector's dealing
21st Nov 20187:00 amRNSAcquisition of shareholding in Clai
28th Sep 201810:06 amRNSInterim Results for six months ended 30 June 2018
3rd Aug 20183:33 pmRNSClosure of Shareholder Offer and Placing
18th Jul 20187:00 amRNSShareholder Offer
6th Jun 20187:00 amRNSREPLACEMENT: Half Year Report
30th May 20181:33 pmRNSResult of AGM & Posting of Report & Accounts
17th May 20187:00 amRNSresults for the year ended 31 December 2017
8th May 20187:00 amRNSAppointment of Italian Joint Broker & Advisor
5th Apr 20187:00 amRNSTrading update and results announcement
2nd Jan 20187:00 amRNSAcquisition of Newlink Comunicationes Estratégicas
27th Nov 20178:24 amRNSBoard Appointment
26th Sep 20177:00 amRNSHalf-year Report and Announcement of GM
3rd Aug 20177:00 amRNS£3m Strategic Investment in Porta Communications
26th Jun 20171:45 pmRNSResult of AGM
12th Jun 20177:00 amRNSAudited results for the year ended 31 Dec 2016
1st Jun 20177:00 amRNSAppointment of Joint Broker
9th May 20172:33 pmRNSTrading Update and Results Announcement
21st Apr 20177:00 amRNSCompletion of Acquisition
28th Feb 20177:00 amRNSBoard appointment
22nd Dec 201610:01 amRNSAcquisition

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