TIDMPTCM TIDMSECG
RNS Number : 0749H
Porta Communications PLC
29 July 2019
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:
Votes against the
Total votes Votes for the Scheme Scheme
------------------------------ ----------------------------- -----------------------------
No. of No. of
No. of Scheme Scheme
Scheme No. of Scheme Shares No. of Scheme Shares
No. of Scheme Shares Shareholders represented Shareholders represented
Shareholders* represented (and %)* (and %) (and %)* (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 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 % Total % Total % Votes
votes votes votes withheld
for against cast
To authorise
the Directors
to allot the
Conversion
1 Shares 201,958,379 98.27 3,552,563 1.73 205,510,942 40.57 1,000
--------------------------- ------------ ------ ---------- ----- ------------ ------ ----------
To give effect
to the Scheme,
as set out
in the Notice
of General
Meeting, including
the amendments
to the articles
2 of association. 201,922,781 98.27 3,552,563 1.73 205,475,344 48.83 36,598
--------------------------- ------------ ------ ---------- ----- ------------ ------ ----------
To authorise
the Directors
to issue and
allot the Conversion
Shares for
cash on a non-pre-emptive
3 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 Tel: +44 (0)20 7680
Rhydian Bankes, CFO 6550
www.portacomms.com
Grant Thornton UK LLP (Financial Adviser Tel: +44 (0)20 383
and Nominated Adviser to Porta) 5100
Philip Secrett
Samantha Harrison
Ben Roberts
Seamus Fricker
N+1 Singer (Broker to Porta) Tel: +44 (0)20 7496
Mark Taylor 3000
Lauren Kettle
Newgate Communications (Media Enquiries) Tel: +44 (0)20 7680
Bob Huxford 6550
Adam Lloyd
porta@newgatecomms.com
SEC S.p.A Tel: +39 02.624999.1
Fiorenzo Tagliabue, CEO
www.secglobalnetwork.com
Arden Partners plc (Financial Adviser, Tel: +44 (0)20 7614
Nominated Adviser and Broker to SEC) 5900
Tom Price
Steve Douglas
Benjamin Cryer
Maria Gomez de Olea
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 rns@lseg.com or visit www.rns.com.
END
ROMLLFSFDTIAFIA
(END) Dow Jones Newswires
July 29, 2019 08:51 ET (12:51 GMT)
Porta Communications (LSE:PTCM)
Historical Stock Chart
From Oct 2024 to Nov 2024
Porta Communications (LSE:PTCM)
Historical Stock Chart
From Nov 2023 to Nov 2024
