Porta Communications PLC Acquisition of a further 15% of Redleaf Polhill (0029I)

TIDMPTCM

RNS Number : 0029I

Porta Communications PLC

14 June 2017

14 June 2017

Porta Communications Plc

("Porta" or "the Company")

Acquisition of a further 15% of Redleaf Polhill

Porta Communications (AIM: PTCM), the international marketing and communications group, is pleased to announce that it has completed the acquisition of an additional 15% interest in Redleaf Polhill Limited ("Redleaf") for total consideration of GBP850,037, taking the Company's interest in Redleaf to 81%.

Further details of the additional acquisition

The Company announced on 23 April 2014 that it had acquired 51% of the issued share capital of Redleaf and that the parties had agreed to the grant of put and call options over the remaining 49% of the issued share capital of Redleaf at the end of each of the next three full financial years. In accordance with the terms of the put and call options, the first put option was exercised last year and the Company increased its interest in Redleaf to 66% (announcement dated 5 August 2017).

The Company has now received notice that the vendors of Redleaf have exercised their second put option. Under the terms of the second put option, the additional consideration for the Company's acquisition of a further 15% of Redleaf is GBP850,037 which is to be satisfied (i) 50% in cash; and (ii) 50% in Porta ordinary shares of 1 pence each ("Ordinary Shares") at an issue price calculated with reference to the average of the mid-market closing price of Porta's Ordinary Shares for a period prior to the allotment date (the "Second Option Consideration Shares").

Following the issue of the Second Option Consideration Shares, Porta's interest in the issued share capital of Redleaf will increase to 81%. The remaining 19% of the issued share capital of Redleaf remains subject to further put and call options which are exercisable by the vendors of Redleaf and the Company respectively after the publication of the Company's audited results for the financial year to 31 December 2017.

The Company has remitted cash payment of GBP425,019 to the vendors of Redleaf and has made an application to the AIM market of the London Stock Exchange ("AIM") for a total of 10,692,290 Second Option Consideration Shares, which rank pari passu with the Company's existing issued Ordinary Shares, to be admitted to trading on AIM. Dealings on AIM are expected to commence at 8:00 a.m. on 19 June 2017 ("Admission").

Once issued, the Second Option Consideration Shares are subject to a lock-in agreement which will provide for a lock-in period to 13 December 2017 followed by a further 6 month orderly market period.

Total Voting Rights

For the purposes of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules ("DTRs"), following Admission the issued ordinary share capital of the Company will comprise 336,794,184 Ordinary Shares with voting rights attached (one vote per share). The Company does not hold any shares in treasury. This figure of 336,794,184 may be used by the Company's shareholders as the denominator for the calculation by which they will determine whether they are required to notify their interest in, or a change to their interest in the share capital of Porta under the DTRs.

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The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Enquiries

Porta Communications Plc

Steffan Williams, CEO

Rhydian Bankes, CFO

www.portacomms.com

[phone]

Grant Thornton UK LLP (Nominated Adviser)

Philip Secrett

Samantha Harrison

Daniel Bush

[phone]

N+1 Singer (Broker)

James Maxwell

Lauren Kettle

[phone]

Newgate Communications (Media Enquiries)

Bob Huxford

Adam Lloyd

James Ash

[phone]

Notes to Editors:

Porta is a fully integrated communications and marketing group with specialisms including financial, corporate and consumer public relations, public affairs and research and multi-capability marketing, brand and creative communications.

The Group has offices in Abu Dhabi, Beijing, Brisbane, Bristol, Canberra, Cardiff, Edinburgh, Hong Kong, London, Manchester, Melbourne, Singapore and Sydney.

The brands and companies it owns are: Newgate Communications, Redleaf Communications, Publicasity, 2112 Communications and Summit Marketing Services.

Porta Communications' corporate website is - www.portacomms.com

This information is provided by RNS

The company news service from the London Stock Exchange

END

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June 14, 2017 02:00 ET (06:00 GMT)