Porta Communications PLC Acquisition of additional interest (9050R)

TIDMPTCM

RNS Number : 9050R

Porta Communications PLC

19 June 2018

19 June 2018

Porta Communications Plc

("Porta" or "the Company" or the "Group")

Acquisition of additional interest in Newgate Australia and Newgate Hong Kong

Porta Communications Plc (AIM: PTCM) announces that, further to its announcement on 4 August 2017, it has increased its equity ownership in Newgate Communications PTY Ltd ("Newgate Australia") to 66.71 per cent. The Company also announces that further to its announcement on 7 December 2016, it has increased its equity ownership in Newgate Communications (HK) Ltd ("Newgate Hong Kong") to 80 per cent.

Newgate Australia

Pursuant to the terms of a shareholders' agreement between Porta and the shareholders of Newgate Australia, Porta has acquired a further 4.428 per cent of Newgate Australia, increasing Porta's interest from 62.29 per cent to 66.71 per cent. The consideration for this additional interest is GBP338,251, which is being satisfied by the issue of 12,861,278 Ordinary Shares (the "Consideration Shares") at a price of 2.63p per Ordinary Share, being the average of the middle market quotation for each of the five business days preceding the date of the Porta AGM. The Consideration Shares are subject to a lock-in agreement which provides for a six-month lock-in period and a further six-month orderly market period.

Of these 12,861,278 Consideration Shares, 2,088,361 have been issued to Brian Tyson, Joint CEO of Porta and Managing Partner of Newgate Australia. Following this issue, Brian is interested in 4,534,614 Ordinary Shares of GBP0.01 each in the capital of the Company representing 0.94 per cent. of the issued share capital of Porta. Brian remains a 10.68 per cent. Shareholder in Newgate Australia.

Newgate Hong Kong

Pursuant to the terms of a shareholder agreement between Porta and the shareholders of Newgate Hong Kong, Porta has also acquired a further 20 per cent of the share capital of Newgate Hong Kong, increasing Porta's interest from 60 per cent to 80 per cent. The consideration for the additional interest is GBP244,061 which is being satisfied by the issue of 9,279,895 Ordinary Shares at an issue price of 2.63p per Ordinary Share, being the average of the middle market quotation for each of the last five business days preceding the date of the Porta AGM. The Consideration Shares are subject to a lock-in agreement which provides for a six-month lock-in period and a further six-month orderly market period.

Application for admission to trading on AIM

Application has been made to the AIM market of the London Stock Exchange ("AIM") for 22,141,173 new Ordinary 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 or around 25 June 2018 ("Admission").

Total Voting Rights

For the purposes of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules ("DTRs"), following Admission the issued share capital of the Company will comprise 483,031,842 Ordinary Shares with voting rights attached (one vote per share). The Company does not hold any shares in treasury. This figure of 483,031,842 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.

-- ends --

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 to:

Porta Communications Plc

Gene Golembiewski, Executive Director

www.portacomms.com

[phone]

Newgate Communications (Media Enquiries)

Bob Huxford

Adam Lloyd

James Ash

[phone]

[e-mail]

Grant Thornton UK LLP (Nominated Adviser)

Samantha Harrison

[phone]

N+1 Singer (Broker)

Mark Taylor

Lauren Kettle

[phone]

Notes for 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, Perth, Shanghai, Singapore and Sydney.

-- The brands and companies it owns are Newgate Communications, Redleaf Communications, Publicasity and 2112 Communications.

   --      Further information on Porta Communications is available at www.portacomms.com 

The notifications below are made in accordance with the requirements of the EU regulation on market abuse.

Template for notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

 
 1     Details of the person discharging managerial 
        responsibilities / person closely associated 
----  -------------------------------------------------------------------- 
 a)    Name                            Brian William Tyson 
----  ------------------------------  ------------------------------------ 
 2     Reason for the notification 
----  -------------------------------------------------------------------- 
 a)    Position/status                 Executive Director 
----  ------------------------------  ------------------------------------ 
 b)    Initial notification            Initial notification 
        /Amendment 
----  ------------------------------  ------------------------------------ 
 3     Details of the issuer, emission allowance 
        market participant, auction platform, auctioneer 
        or auction monitor 
----  -------------------------------------------------------------------- 
 a)    Name                            Porta Communications Plc 
----  ------------------------------  ------------------------------------ 
 b)    LEI                             213800E2NB62KDYYOM55 
----  ------------------------------  ------------------------------------ 
 4     Details of the transaction(s): section to 
        be repeated for (i) each type of instrument; 
        (ii) each type of transaction; (iii) each 
        date; and (iv) each place where transactions 
        have been conducted 
----  -------------------------------------------------------------------- 
 a)    Description of                  Ordinary Shares of 1 pence 
        the financial                   each 
        instrument, type 
        of instrument 
                                        ISIN: GB00B71C7K21 
        Identification 
        code 
---- 
 
 
 
 b)    Nature of the                   Acquisition of ordinary shares 
        transaction 
----  ------------------------------  ------------------------------------ 
 c)    Price(s) and volume(s) 
----                                   ---------------  ---------------- 
                                        Price(s)         Volume(s) 
----                                   ---------------  ---------------- 
                                        2.63p            2,088,361 
                                       ---------------  ---------------- 
 
 d)    Aggregated information 
---- 
 
  - Aggregated volume 
 
  - Price 
 
   - Aggregated total 
 
 e)    Date of the transaction         19 June 2018 
----  ------------------------------  ------------------------------------ 
 f)    Place of the transaction        London Stock Exchange, AIM 
                                        Market (XLON) 
----  ------------------------------  ------------------------------------ 
 

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 [e-mail] or visit www.rns.com.

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June 19, 2018 11:05 ET (15:05 GMT)