TIDMPTCM
RNS Number : 6002K
Porta Communications PLC
30 August 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
30 August 2019
Recommended All-Share Merger
of
Porta Communications plc
and
SEC S.p.A.
Last day of dealings
Porta Communications plc ("Porta") would like to inform its
shareholders that the court hearing to sanction the Scheme of
Arrangement is to take place on the morning of 2 September 2019.
Accordingly, the last day of dealings in, and registration of
transfers of, Porta Shares on AIM is expected to be Monday 2
September 2019 and trading in Porta Shares on AIM will be suspended
with effect from 8.00 a.m. on 3 September 2019.
Further information for Porta Shareholders holding Scheme Shares
in certi cated form
Porta Shareholders holding Scheme Shares in certificated form
are reminded that the last time for receipt of a Corporate Nominee
Election in advance of the Scheme becoming effective will be 6.00
p.m. on 1 September 2019.
Under Italian law, a company registered in Italy cannot issue
shares in both certi cated and uncerti cated form. A company must
therefore choose which form its shares will be held in and then all
of its shares must be held in that form. SEC has adopted the
dematerialised regime and all of the New SEC Shares will therefore
be issued in uncerti cated form by means of CDIs.
Each Porta Shareholder who has a registered address in the EEA,
the Channel Islands, the Isle of Man, Switzerland or Gibraltar as
at the Scheme Record Time, who holds Porta Shares in certi cated
form at the Scheme Record Time may elect to have the New SEC Shares
which they are entitled to receive pursuant to the Scheme held on
their behalf through the Corporate Nominee Facility, subject to the
Corporate Nominee Facility Terms and Conditions (by completing a
Certi cated Form of Election (a "Corporate Nominee Election")) as
set out in the Scheme Circular.
Each Porta Shareholder who does not have a registered address in
the EEA, the Channel Islands, the Isle of Man, Switzerland or
Gibraltar or does not make a valid Corporate Nominee Election in
respect of all of their Porta Shares will have their New SEC Shares
held in the name of Porta (the "Representative") as bare trustee
for such Porta Shareholder until the earlier of: (i) the delivery
of a valid Corporate Nominee Election by such Porta Shareholder in
relation to action which should be taken in respect of the New SEC
Shares (in which case the Representative will procure that such
action is taken as is required in order to give effect to such
Corporate Nominee Election); and (ii) the date which falls three
months (unless such period is extended at Porta's sole discretion)
from the Effective Date (in which case the Representative will
procure that such New SEC Shares are sold in the market and that
the net proceeds of sale (converted, if required, into pounds
Sterling and after the deduction of any relevant fees and
commissions) are paid to such Porta Shareholder).
Unless otherwise defined, all capitalised terms in this
announcement shall have the meaning given to them in the Scheme
Document.
Enquiries:
Porta Communications plc Tel: +44 (0)20 7680
Gene Golembiewski, Executive Director 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
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
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