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Porta Communications PLC

Further re Recommended Merger of Porta and SEC

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RNS Number : 7070E
SEC S.p.A
05 July 2019
 

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

 

SEC  S.p.A.

("SEC" or the "Company")

 

Proposed issue of up to 10,748,374 SEC Shares in connection with the recommended all-share merger of SEC S.p.A and Porta Communications Plc to be implemented by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006 and the associated Conversion Shares Exchange

Admission of the Enlarged Share Capital to trading on AIM

 

and

 

Notice of General Meeting

 

 

SEC (AIM: SECG), announces that further to its announcement of 11 June 2019, it will publish today an admission document in connection with the proposed merger of Porta Communications Plc, to be effected by means of a Court-sanctioned scheme of arrangement.

 

The Merger will constitute a reverse takeover under the AIM Rules for Companies and as such is conditional, inter alia, on approval by SEC Shareholders which will be sought at a general meeting of the Company to be held on 22 July 2019, notice of which is set out in the SEC Shareholder Circular to be published and made available to shareholders today.

 

Consideration in respect of the Merger will be satisfied by the issue of the SEC Shares and Admission is expected to occur, and dealings in the Enlarged Share Capital commence, on AIM at 8:00 am on 4 September 2019.

 

The Admission Document and the SEC Shareholder Circular will be made available today to download from the Company's website (www.secglobal.com/investors). Details on the Combined Group are set out in the Admission Document.

 

The Scheme Document, explaining the background to, and the details of, the Merger, will be made available to Porta Shareholders on 5 July 2019 in order to seek their support for and approval of the Merger.

 

 

For more information:

SEC S.p.A

Fiorenzo Tagliabue (CEO)

Telephone: +39 335 6008858

 

Arden Partners plc (Nominated adviser and broker)

Tom Price / Steve Douglas / Benjamin Cryer / Maria Gomez de Olea

Telephone: +44 (0) 20 7614 5900

 

Admission Statistics

Number of Existing Ordinary Shares

13,502,533

Number of SEC Shares to be issued pursuant to the Scheme

4,755,162

Number of SEC Shares to be issued pursuant to the Conversion Shares Undertaking

5,993,212

Total number of New Ordinary Shares in issue on Admission

24,250,907

Expected market capitalisation of the Company on Admission*

£18.2 million

Percentage of the Enlarged Share Capital represented by the Existing Ordinary Shares

55.68 per cent.

Percentage of the Enlarged Share Capital represented by the SEC Shares to be Issued pursuant to the Scheme

19.61 per cent.

Percentage of Enlarged Share Capital represented by the SEC Shares to be issued pursuant to the Conversion Shares Undertaking

24.71 per cent.

ISIN Code

IT0005200453

SEDOL Code

BDHFR74

TIDM

SECG

 

* Based on the closing price per SEC Share of £0.75 on 3 July 2019 being the latest practicable date prior to the date of this document and the expected Enlarged Share Capital assuming that 4,755,162 New SEC Shares are issued pursuant to the Merger and 5,993,212 Mergeror Exchange Shares are issued to RGL.

 

Expected Timetable of Principal Events

 

Merger Announcement released

11 June 2019

Date of the SEC General Meeting

22 July 2019

Date of the Porta Meetings

29 July 2019

Court Hearing to sanction the Scheme

2 September 2019

Effective Date

3 September 2019

Admission expected to become effective and dealings expected to commence in the Enlarged Share Capital on AIM

8.00 a.m. on 4 September 2019

Settlement of entitlements to SEC CDIs through CREST (in respect of Scheme Shares held in uncertificated form) and crediting of SEC CDIs to Corporate Nominee Facility accounts (in respect of Scheme Shares held in certificated form)

Within 14 days of the Effective Date

Notes:

1. Unless otherwise stated, all references to time in this document and in the above timetable are to the time in London, United Kingdom.

2. These times and dates are indicative only and will depend, among other things, on the date on which the Conditions are satisfied or, if capable of waiver, waived and therefore the date on which the Court sanctions the Scheme. The timetable is also dependent on when the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. If any of the details contained in the timetable above should change, the revised times and dates will be notified to SEC Shareholders by means of an announcement through a Regulatory Information Service.

3. Events listed in the timetable above are conditional upon, amongst other things, the passing at the SEC General Meeting of the SEC Resolutions.

 

Summary of the Merger

 

On 11 June 2019, the boards of Porta and SEC announced that they had agreed the terms of a recommended merger pursuant to which SEC intends to acquire the entire issued and to be issued ordinary share capital of Porta. Subject to the satisfaction, or where applicable, waiver of the Conditions, it is expected that the Merger, which is to be effected by means of a court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006, will become Effective on or around 3 September 2019 and that Admission of the Combined Group will take place on or around 4 September 2019.

The Merger constitutes a reverse takeover under the AIM Rules for Companies and as such is conditional, inter alia, on approval by SEC Shareholders which will be sought at a general meeting of the Company to be held on 22 July 2019, notice of which is set out in the SEC Shareholder Circular.

The purpose of the Admission Document is to explain the background to and the reasons for the Merger, to explain why the Board considers the Merger and the Conversion Shares Exchange to be in the best interests of the Company and the SEC Shareholders as a whole and why the Directors unanimously recommend that SEC Shareholders vote in favour of the SEC Resolutions to be proposed at the SEC General Meeting.

SEC Shareholders should also read the SEC Shareholder Circular which contains important information relating to the issue of new Ordinary Shares in the Company pursuant to the Merger and the issue of New SEC Shares in the Company pursuant to the Conversion Shares Undertaking.

The Scheme Document, explaining the background to, and the details of, the Merger, will be posted to Porta Shareholders on 5 July 2019 in order to seek their approval in respect of the Merger at the Court Meeting and at the Porta General Meeting. The Scheme Document also explains the reasons why the Recommending Porta Directors consider the terms of the Merger to be fair and reasonable.

 

General Meeting

 

Notice of the General Meeting is set out in the SEC Shareholder Circular. The General Meeting will be held at the offices of Company's registered office in Milan, Via Ferrante Aporti, 8, on 22 July 2019, at 11.30 a.m., on first call and, if necessary, on second call on 23 July 2019, at the same time and place.

 

The Merger constitutes a 'reverse takeover' under the AIM Rules for Companies by virtue of the size of Porta relative to the Company and it is therefore subject to the approval of SEC Shareholders. Such approval is being sought by way of an ordinary resolution to be proposed at the General Meeting.

 

An extraordinary resolution will seek approval to authorise the change of name from SEC S.p.A. to SEC Newgate S.p.A.

The General Meeting will convene to discuss and resolve on the following:

Ordinary Meeting

1.   Deliberations regarding the appointment of the directors subject to the acquisition of the whole share capital of Porta Communications Plc. Related and consequent resolutions.

2.   Determination of the remuneration of the non-executive members of the Board of Directors. Related and consequent resolutions.

3.   Authorisation by the Board of Directors of SEC S.p.A. to carry out the acquisition of the entire issued, and to be issued, share capital of Porta (with the exception of the Porta shares already owned by the Company), as a "reverse takeover" transaction, pursuant to Article 13 of the By-laws and Rule 14 of the AIM Rules for Companies. Related and consequent resolutions.

Extraordinary Meeting

1.   Proposal for change of SEC S.p.A. name from "SEC" to "SEC Newgate" and consequent amendment of Article 1 of the By-laws. Related and consequent resolutions.

2.   Proposal for a share capital increase, on a divisible basis, against payment, with pre-emptive rights excluded, pursuant to Article 2441, paragraph 4, first sentence, of the Italian Civil Code, for a total amount of Euro 4,837,902, including surcharge, by means of the issue of 4,755,162 Ordinary Shares, with regular dividend entitlement and having the same characteristics of the shares already in circulation at the issue date, to be paid up through the contribution in kind of shares of Porta. Consequent amendment of Article 6 of the By-laws. Related and consequent resolutions.

3.   Proposal for a share capital increase, on a divisible basis, against payment, with pre-emptive rights excluded, pursuant to Article 2441, paragraph 4, first sentence, of the Italian Civil Code, for a total amount of Euro 6,097,494, including surcharge, by means of the issue of 5,993,212 Ordinary Shares, with regular dividend entitlement and having the same characteristics of the Ordinary Shares already in circulation at the issue date, to be paid up through the contribution in kind of the shares of Porta by RGL. Consequent amendment of Article 6 of the By-laws. Related and consequent resolutions.

4.   Proposal to authorise the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, to increase the share capital of the Company, with pre-emptive rights excluded pursuant to Article 2441, paragraph 4, first part, of the Italian Civil Code. Related and consequent resolutions.

 

SEC Shareholders have the right to attend, speak and vote at the General Meeting (or, if they are not attending the meeting, to appoint someone else as their proxy to vote on their behalf). If the General Meeting is adjourned, only those SEC Shareholders on the register 48 hours before the time of the adjourned General Meeting (excluding any part of a day that is not a Business Day) will be entitled to attend, speak and vote or to appoint a proxy.

 

Admission and Settlement

If the resolutions are duly passed at the SEC General Meeting and Porta General Meeting, the admission of the Existing Ordinary Shares to trading on AIM will be cancelled (immediately prior to Admission) and application will be made to the London Stock Exchange for the Enlarged Share Capital to be admitted to trading on AIM. Admission is expected to take place at 8.00 a.m. on 4 September 2019.

 

Dilution

If the Merger becomes Effective and the Merger is completed, it is expected that up to 10,748,374 SEC Shares (subject to the rounding of fractional entitlements) will be issued. This will result in the issued ordinary share capital increasing by approximately 79.6 per cent.. SEC Shareholders will suffer an immediate dilution as a result of the Merger, following which they will hold approximately 55.7 per cent. of the Enlarged Share Capital.

 

 

DEFINITIONS

The following definitions apply throughout this announcement, unless the context otherwise requires:

"Admission"

the admission of the Enlarged Share Capital to trading on AIM becoming effective in accordance with the AIM Rules for Companies

"Admission Document"

this document, published by SEC in connection with the Merger, the Conversion Shares Exchange and for the purposes of Admission

"Board"

the board of directors of the Company from time to time

"Combined Group"

the combined group immediately following the completion of the Merger, comprising the Existing Group and the Porta Group

"Conversion Shares"

530,372,743 Porta Shares to be allotted to RGL by Porta in connection with the RGL Debt Conversion

"Conversion Shares Exchange"

the sale and purchase of the Conversion Shares by RGL to SEC in accordance with the provisions of the New Articles and the Conversion Shares Undertaking

"Conversion Shares

Undertaking"

the undertaking given by SEC in favour of RGL in respect of the sale and purchase of the Conversion Shares by RGL in exchange for the allotment of the Merger or Exchange Shares

"Court"

the High Court of Justice of England and Wales

"Effective"

in the context of the Merger:

(i) if the Merger is implemented by way of the Scheme, the Scheme having become effective in accordance with its terms; or

(ii) if the Merger is implemented by way of a Takeover Offer, the Takeover Offer having been declared or become unconditional in all respects

"Effective Date"

the date on which the Scheme Court Order is delivered to the Registrar of Companies

"Enlarged Share Capital"

the issued SEC Shares following Admission comprising the Existing Ordinary Shares, the New SEC Shares and the Merger or Exchange Shares

"Excluded Shares"

any Porta Shares:

a. beneficially owned by SEC or any other member of the SEC Group; and

b. held by Porta in treasury

"Existing Group"

the Company and its subsidiaries at the date of the Admission Document

"Existing Ordinary Shares" or "Existing Share Capital"

the SEC Shares in issue as at the date of the Admission Document

"Merger"

the proposed acquisition by SEC of the entire issued and to be issued ordinary share capital of Porta (not already held by or on behalf of SEC), to be implemented by way of the Scheme or (should SEC so elect, subject to the consent of the Panel) by way of a Takeover Merger

"Merger Announcement"

means the announcement made by SEC and Porta on 11 June 2019 regarding the Merger and the Scheme and made pursuant to Rule 2.7 of the Code

"New Articles"

the Articles of Association of Porta to be adopted by Porta in conjunction with Merger, if approved by the requisite majority at the Porta General Meeting

"New SEC Shares"

the new SEC Shares which are to be allotted and issued pursuant to the Merger

"Offeror Exchange Shares"

5,993,212 SEC Shares, being SEC Shares, which are to be issued to RGL in connection with the Conversion Shares Exchange

"Panel"

the UK Panel on Takeovers and Mergers

"Porta"

Porta Communications plc, a company incorporated in England and Wales with registered number 05353387

"Porta Directors" or "Porta

Board"

the directors of Porta as at the date of this document or, where the context so requires, the directors of Porta from time to time

"Porta General Meeting"

the general meeting of Porta Shareholders to be convened in

connection with the Scheme and the Merger, notice of which is set out in the Scheme Document, including any adjournment thereof

"Porta Group"

Porta, its subsidiaries and subsidiary undertakings from time to time

"Porta Independent Directors"

the Porta Directors, save for Fiorenzo Tagliabue

"Porta Meetings"

the Court Meeting and the Porta General Meeting

"Porta Shares"

the ordinary shares of one pence each in the capital of Porta

"Recommending Porta

Directors"

the Porta Independent Directors

"RGL"

Retro Grand Limited, a company incorporated in the British Virgin Islands with registered number 373821

"RGL Debt Conversion"

the conversion of the Relevant Debt into the Conversion Shares

"Scheme"

the proposed scheme of arrangement under Part 26 of the Act between Porta and the Scheme Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by Porta and SEC

"Scheme Court Order"

the order of the Court sanctioning the Scheme under Part 26 of the Act

"Scheme Document"

the document sent by Porta to (among others) Porta Shareholders and persons with information rights containing and setting out, amongst other things, the Scheme, the full terms and conditions of the Scheme and the notices convening the Porta Meetings and associated forms of proxy

"Scheme Record Time"

the time and date specified in the Scheme Document, expected to be 6.00 p.m. on the Business Day immediately prior to the Effective Date

"Scheme Shares"

Porta Shares:

a. in issue at the date of the Scheme Document;

b. (if any) issued after the date of the Scheme Document, but before the Voting Record Time; and

c. (if any) issued at or after the Voting Record Time and before the Scheme Record Time, either on terms that the original or any subsequent holders thereof shall be bound by the Scheme or in respect of which the holders thereof shall have agreed in writing to be bound by the Scheme,

but in each case other than the Excluded Shares

"SEC CDI"

a CDI representing an entitlement to one SEC Share

"SEC General Meeting"

the general meeting of SEC to be convened in connection with the Merger and the Conversion Shares Exchange, notice of which is set out in the SEC Shareholder Circular, including any adjournment thereof

"SEC Resolutions"

the resolutions set out in SEC Shareholder Circular in respect of and in connection with the approval of the Merger, the approval of the allotment of the New SEC Shares and the approval of the Offeror Exchange Shares

"SEC Shares" or "Ordinary

Shares"

Ordinary Shares of no expressed par value in the capital of SEC

"SEC Shareholders"

the registered holders of SEC Shares from time to time

"SEC Shareholder Circular"

the circular to be published by SEC in connection with the Merger and containing notice of the SEC General Meeting

"Takeover Offer"

a takeover offer as defined in Part 28 of the Act

"Voting Record Time"

the date and time specified in the Scheme Document

 


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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Quick facts: Porta Communications PLC

Price: £0.01

Market: AIM
Market Cap: £2.66 m
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