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Publication of Scheme Document

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RNS Number : 7057E
Porta Communications PLC
05 July 2019
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

 

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

 

5 July 2019

 

Recommended All-share merger

of

Porta Communications plc ("Porta")

                                                                                                 and

SEC S.p.A. ("SEC")

to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 by Porta

Publication and posting of Scheme Document

 

On 10 April 2019, the Porta Board announced that it was in preliminary talks with SEC regarding a potential all-share merger which may or may not lead to an offer being made for Porta. On 11 June 2019, it was announced that the SEC Board and the Porta Board had reached agreement on the terms of a recommended merger ("Merger") pursuant to which SEC will acquire the entire issued and to be issued ordinary share capital of Porta Communications plc (the "Announcement"), to be effected by means of a Court-sanctioned scheme of arrangement ("Scheme") between Porta and the Scheme Shareholders under Part 26 of the Companies Act.

The Merger is classified as a reverse takeover for SEC under the AIM Rules and will therefore require the approval of the SEC Shareholders at the SEC General Meeting.

Porta is pleased to announce that the scheme document containing the full terms and conditions of the Merger, a notice of a meeting of the shareholders of Porta convened by the Court to approve the Scheme (the "Court Meeting") and a notice of a general meeting of Porta (the "Porta General Meeting") (the "Scheme Document"), together with Forms of Proxy and Form of Election and notes accompanying such Form of Election relating to the Court Meeting and the General Meeting, are being published today and sent to Porta Shareholders and, for information only, to persons with information rights.

The Scheme Document, which sets out amongst other things, a letter from the Chairman of Porta, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an indicative timetable of principal events, notices of the required meetings and details of the action to be taken by Porta Shareholders, will be made available on Porta's website www.portacomms.com up to and including the Effective Date. The contents of this website are not incorporated into, and do not form part of, this announcement.

For the reasons set out in Scheme Document, the Porta Independent Directors, who have been so advised by Grant Thornton as to the financial terms of the Merger, consider the terms of the Merger to be fair and reasonable. In providing their financial advice to the Porta Independent Directors, Grant Thornton has taken into account the commercial assessments of the Porta Independent Directors. Grant Thornton is providing independent financial advice to the Porta Independent Directors for the purposes of Rule 3 of the Code.

Accordingly, the Porta Independent Directors unanimously recommend that Porta Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Porta General Meeting as all Porta Independent Directors holding Porta Shares have irrevocably undertaken to do so in respect of their own holdings of Porta Shares, being a total of 34,433,427 Porta Shares, (representing, in aggregate, approximately 6.80 per cent. of the ordinary share capital of Porta in issue on 7 July 2019 (being the latest practicable date prior to the date of the Announcement)).

 

Notices of Court Meeting and General Meeting

As described in the Scheme Document, to become effective, the Scheme will require, amongst other things, the approval of Porta Shareholders at the Court Meeting, the passing of the resolution to approve the Scheme at the Porta General Meeting and the subsequent sanction of the Court. The Scheme is also subject to the satisfaction or waiver of certain conditions and further terms that are set out in the Scheme Document.

Notices of the Court Meeting and the General Meeting, which will be held at the offices of Osborne Clarke LLP, One London Wall, London EC2Y 5EB on 29 July 2019, are set out in the Scheme Document. The Court Meeting will commence at 11.00 a.m. (London time) and the General Meeting at 11.15 a.m. (London time) (or, if later, as soon as the Court Meeting has concluded or been adjourned).

Timetable

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also attached as an Appendix to this announcement. Subject to obtaining the approval of Porta Shareholders at the Court Meeting and the Porta General Meeting, the sanction of the Court and the satisfaction or, where applicable, waiver of the other conditions (as set out in part 3 of the Scheme Document), the Scheme is expected to become effective on 3 September 2019.

If any of the key dates set out in the expected timetable change, an announcement will be made through a Regulatory Information Service and any such announcement will be made available on Porta's website at www.portacomms.com.

If the Scheme is approved as outlined above, it is expected that Porta Shares will be delisted from AIM by 8:00 a.m. (UK time) on 4 September 2019.

The Directors of Porta accept responsibility for the information contained in this announcement. To the best of their knowledge and belief (having taken all reasonable care to ensure 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.

 

 

Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document.

For further information please contact:

Enquiries

 

SEC S.p.A

+39 02.624999.1

Fiorenzo Tagliabue, CEO

www.secglobalnetwork.com 

 

 

 

Porta Communications plc

+44 (0)20 7680 6550

Rhydian Bankes, CFO

www.portacomms.com

 

 

 

Arden Partners plc

+44 (0)20 7614 5900

(Financial Adviser, Nominated Adviser and Broker to SEC)

Tom Price

Steve Douglas

Benjamin Cryer

Maria Gomez de Olea

 

 

 

Grant Thornton UK LLP

+44 (0)20 383 5100

(Financial Adviser and Nominated Adviser to Porta)

Philip Secrett

Samantha Harrison

Ben Roberts

Seamus Fricker

 

 

 

N+1 Singer

+44 (0)20 7496 3000

(Broker to Porta)

Mark Taylor

Lauren Kettle

 

 

Disclaimers

Grant Thornton UK LLP, which, in the United Kingdom, is authorised and regulated by the Financial Conduct Authority, is acting exclusively and respectively for Porta and no one else in connection with this announcement and the matters referred to herein 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 contents of this announcement and the matters referred to herein. Grant Thornton UK LLP has given and not withdrawn its consent to the inclusion in this announcement of reference to its advice to the Porta Directors in the form and context in which it appears.

Arden Partners plc, which, in the United Kingdom, is authorised and regulated by the Financial Conduct Authority, is acting exclusively and respectively for SEC and no one else in connection with this announcement and the matters referred to herein 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 contents of this announcement and the matters referred to herein. Arden Partners plc has given and not withdrawn its consent to the inclusion in this announcement of reference to its advice to the SEC Directors in the form and context in which it appears.

IMPORTANT NOTES

Publication of certain documents in connection with the Merger

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe any applicable restrictions or requirements. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent possible, the companies involved in the Merger disclaim any responsibility or liability for the violation of such requirements by any person. This announcement has been prepared for the purposes of complying with English law, the Code, the rules of the London Stock Exchange and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside England and Wales.

This announcement is for information purposes only. It is not intended to and does not constitute, an offer or form part of any offer or an invitation to purchase, subscribe for, sell or issue, any securities or a solicitation of any offer to purchase, subscribe for, sell or issue any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement does not comprise a prospectus or a prospectus equivalent document. The Merger will be effected solely by means of the Scheme Document which, together with the Forms of Proxy, will contain the full terms and conditions of the Merger, including details of how to vote in respect of the Scheme.

It is expected that the Scheme Document (including notices of the Porta Meetings), together with (in the case of Porta Shareholders who hold their shares in certificated form) the relevant Forms of Proxy, will be issued to Porta Shareholders as soon as is reasonably practicable and in any event within 28 days of this announcement, unless otherwise agreed with the Panel.

It is expected that the Admission Document and the SEC Circular will be made available to SEC Shareholders at or around the same time as the Scheme Document is made available to Porta Shareholders.

Those documents will also be made available at the same time on SEC's website at https://www.secglobal.com/investors/proposed-merger-with-porta/ and on Porta's website at www.portacomms.com. Notwithstanding the above, those documents will not be posted into, or made available within, a Restricted Jurisdiction and may not be capable of being accessed by Restricted Overseas Persons. Porta urges Porta Shareholders to read the Scheme Document, when it becomes available, in its entirety because it will contain important information in relation to the Merger. Any vote in respect of the Scheme or other response in relation to the Merger should be made only on the basis of the information contained in the Scheme Document.

SEC urges SEC Shareholders to read the Admission Document and the SEC Circular, when they become available, in their entirety because they will contain important information in relation to the Merger. Any vote by SEC Shareholders in respect of the Merger or other response in relation to the Merger should be made only on the basis of the information contained in the Admission Document and the SEC Circular.

The statements contained herein are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Porta or, or of SEC or of the Combined Group, except where otherwise stated.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Porta Shares in respect of the Scheme at the Porta Meetings, to execute and deliver Forms of Proxy appointing another to vote at the Porta Meetings on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Copies of this announcement and any formal documentation relating to the Merger are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. If the Merger is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Please be aware that addresses, electronic addresses and certain other information provided by Porta Shareholders, persons with information rights and other relevant persons for the receipt of communications from Porta may be provided to SEC during the Offer Period as required under Section 4 of Appendix 4 of the Code.

Notice to Hong Kong investors

WARNING

The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

This document is not to be released, issued, copied, published or distributed, in whole or in part, directly or indirectly to any person in Hong Kong who is not a shareholder of Porta at the date hereof.

Notice to Australian investors

The Merger relates to the shares of a UK company and is to be made by means of a scheme of arrangement provided for under English company law. The offer of SEC Shares under the scheme of arrangement will be made in Australia in reliance on the relief from the requirements of Chapter 6D of the Corporations Act 2001 (Cth) granted by ASIC Corporations (Compromises or Arrangements) Instrument 2015/358. Accordingly, this announcement is not a prospectus or other disclosure document for the purposes of Chapter 6D of the Corporations Act 2001 (Cth) and no such prospectus or other disclosure document will be provided to Australian investors in connection with the Merger. The Merger is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which may differ from the requirements of Australian schemes of arrangement. However, if SEC exercises its right, in the circumstances provided for in this Announcement, to implement the Merger by way of a Takeover Offer, any offer of securities in connection with such Takeover Offer will only be made in Australia if an exemption or relief from the requirements to issue a prospectus or other disclosure document under Chapter 6D of the Corporations Act 2001 (Cth) is available.

Notice regarding financial information

The financial information included in this announcement relating to Porta has been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to the financial statements of US or Australian companies (or companies in any other jurisdiction). US generally accepted accounting principles ("US GAAP") and Australian generally accepted accounting principles differ in certain significant respects from each of UK GAAP and IFRS. None of the financial information in this announcement has been audited in accordance with auditing standards generally accepted in the United States or Australia, or the auditing standards of the Public Company Accounting Oversight Board (United States) or the Auditing and Assurance Standards Board (Australia).

Cautionary note regarding forward-looking statements

This announcement, including certain information incorporated by reference, contains certain forward-looking statements with respect to the financial condition, results of operations and business of Porta or the Porta Group and SEC or the SEC Group and certain plans and objectives of the Porta Board and the SEC Board. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the Porta Board and the SEC Board in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. Except as required by the FCA, the London Stock Exchange, the AIM Rules, the Code or any other applicable law, Porta and SEC assume no obligation to update or correct the information contained in this announcement.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per ordinary share for SEC or Porta, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for SEC or Porta, as appropriate.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. 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) of the Takeover Code 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 Takeover Code, any person who is, or becomes, interested in one per cent. 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(s), except to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code 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 of the Code.

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 of the Takeover Code).

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 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 of this announcement and availability of hard copies

A copy of this announcement and the display documents required to be published pursuant to Rule 26.1 and Rule 26.2 of the Code will be available, 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 by no later than 12 noon on 8 July 2019 until the end of the Offer Period.

Neither the content of Porta's website nor the content of any websites accessible from hyperlinks on such website (or any other websites) are incorporated into, or form part of, this announcement nor, unless previously published by means of a Regulatory Information Service, should any such content be relied upon in reaching a decision regarding the matters referred to in this announcement.

In addition, a hard copy of this announcement and any information incorporated by reference in this announcement may be requested free of charge by contacting Enrico Viganò (+39 02 624999.1) or by writing to him at [email protected].

Porta Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Scheme should be in hard copy form.

The Scheme is subject to the provisions of the Code.

Rounding

Certain figures included in this announcement have been subject to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Inside information and Market Abuse Regulation

Certain Porta Shareholders were, with the consent of the Panel, formally brought inside in order to discuss giving irrevocable commitments to vote in favour of the Scheme. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to Porta and SEC, and their respective securities.

The person responsible for arranging release of this announcement on behalf of SEC is Fiorenzo Tagliabue, CEO.

The person responsible for arranging release of this announcement on behalf of Porta is Rhydian Bankes, CFO.

Status of announcement

This announcement does not constitute a prospectus or prospectus equivalent document.

 

 

 

 

 

 

 

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out the expected dates for implementation of the Scheme. All times shown are London times unless otherwise specified. All dates and times are based on Porta's and SEC's current expectations and are subject to change. If any of the dates and / or times in this expected timetable change, the revised dates and / or times will be notified through a Regulatory Information Service, with such announcement being made available on Porta's website at www.portacomms.com

Event

Time/Date

2019

SEC General Meeting

11.30 a.m. (CEST) on 22 July

Latest time for receipt of pink Forms of Proxy/CREST Proxy instructions for the Court Meeting

11.00 a.m. on 26 July

Latest time for receipt of white Forms of Proxy/CREST Proxy instructions for the Porta General Meeting

11.15 a.m. on 26 July

 

Voting Record Time

6.30 p.m. on 26 July

Court Meeting

11.00 a.m. on 29 July

Porta General Meeting

11.15 a.m. on 29 July

The following dates are subject to change (please see note (4) below)

 

Latest time for receipt of Corporate Nominee Elections

6.00 p.m. on 1 September

Scheme Court Hearing to sanction the Scheme and Scheme Court Order Date

2 September

Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Porta Shares

2 September

Suspension of Porta Shares from trading on AIM

5.00 p.m. on 2 September

Scheme Record Time

6.00 p.m. on 2 September

Effective Date

3 September

Cancellation of admission to trading on AIM of Porta Shares

By no later than 8.00 a.m. on 4 September

Issue of New SEC Shares

4 September

Admission and commencement of dealings in New SEC Shares

8.00 a.m. on 4 September

Long Stop Date

30 September

 


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 [email protected] or visit www.rns.com.
 
END
 
 
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