Scheme Becomes Effective
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
3 September 2019
Recommended All-Share Merger
Porta Communications plc
("Porta" or the "Company")
Scheme of arrangement becomes effective
Further to the announcement of the sanction of the Scheme by the Court on 2 September 2019, the Company is pleased to announce that, following the delivery of the Scheme Court Order to the Registrar of Companies, the Scheme has now become Effective in accordance with its terms.
Scheme Shareholders on the register at the Scheme Record Time will be issued SEC shares in accordance with the terms of the Merger.
Trading in Porta Shares on AIM was suspended with effect from 7.30 a.m. today. The admission to trading of the Porta Shares on AIM is expected to be cancelled at the Company's request with effect from 7.00 a.m. on 4 September 2019.
As a result of the Scheme having become Effective, share certificates in respect of Porta Shares have ceased to be valid and entitlements to Porta Shares held within the CREST system are being cancelled.
Porta Communications plc
Gene Golembiewski, Executive Director
Tel: +44 (0)20 7680 6550
Grant Thornton UK LLP (Financial Adviser and Nominated Adviser to Porta)
Tel: +44 (0)20 383 5100
N+1 Singer (Broker to Porta)
Tel: +44 (0)20 7496 3000
Newgate Communications (Media Enquiries)
Tel: +44 (0)20 7680 6550
Fiorenzo Tagliabue, CEO
Tel: +39 02.624999.1
Arden Partners plc (Financial Adviser, Nominated Adviser and Broker to SEC)
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.
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.
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