Porta Communications PLC Acquisition of additional interest in Redleaf (9075R)

TIDMPTCM

RNS Number : 9075R

Porta Communications PLC

19 June 2018

19 June 2018

Porta Communications Plc

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

Acquisition of additional interest in Redleaf Polhill

Porta Communications Plc (AIM: PTCM) announces that it has completed the acquisition of an additional 19% interest in Redleaf Polhill Limited ("Redleaf") for total consideration of GBP1,047,800, taking the Company's interest in Redleaf to 100%.

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.

The Company has received notice that the vendors of Redleaf have exercised their final put option. Under the terms of the final put option, the additional consideration for the Company's acquisition of a further 19% of Redleaf is GBP1,047,800 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 of 2.23p 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 "Final Option Consideration Shares").

Following the issue of the Final Option Consideration Shares, Porta's interest in the issued share capital of Redleaf will increase to 100%.

The Company has remitted cash payment of GBP523,900 to the vendors of Redleaf and has made an application to the AIM market of the London Stock Exchange ("AIM") for a total of 23,493,273 Final 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 25 June 2018 ("Admission"). The Final Option Consideration Shares are subject to a lock-in agreement which provides for a six-month lock-in period followed by a further six-month orderly market period.

Of these 23,493,273 Final Option Consideration Shares, 21,158,042 have been issued to Emma Kane, Joint CEO of Porta and CEO of Newgate Communications Limited and Redleaf, and to persons closely associated ("PCAs") with her. Following this issue, Emma (together with her PCAs) is beneficially interested in 22,696,504 Ordinary Shares of GBP0.01 each in the capital of the Company representing 4.48 per cent. of the issued share capital of Porta.

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 506,525,115 Ordinary Shares with voting rights attached (one vote per share). The Company does not hold any shares in treasury. This figure of 506,525,115 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                           Emma Victoria Kane 
----  -----------------------------  ------------------------------------ 
 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) 
----                                  ---------------  ---------------- 
                                       2.23p            15,249,484 
                                      ---------------  ---------------- 
 
 d)    Aggregated information 
---- 
 
  - Aggregated 
   volume 
 
  - Price 
 
   - Aggregated 
   total 
 
 e)    Date of the transaction        19 June 2018 
----  -----------------------------  ------------------------------------ 
 f)    Place of the                   Outside a trading venue 
        transaction 
----  -----------------------------  ------------------------------------ 
 
 
 1     Details of the person discharging managerial 
        responsibilities / person closely associated 
----  ------------------------------------------------------------------- 
 a)    Name                           Ian Rosenblatt 
----  -----------------------------  ------------------------------------ 
 2     Reason for the notification 
----  ------------------------------------------------------------------- 
 a)    Position/status                Person closely associated 
                                       with Emma Kane, a PDMR within 
                                       Porta Communications plc 
----  -----------------------------  ------------------------------------ 
 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) 
----                                  ----------------  --------------- 
                                       2.23p             5,908,558 
                                      ----------------  --------------- 
 
 d)    Aggregated information 
---- 
 
  - Aggregated 
   volume 
 
  - Price 
 
   - Aggregated 
   total 
 

 e)    Date of the transaction        19 June 2018 
----  -----------------------------  ------------------------------------ 
 f)    Place of the                   Outside a trading venue 
        transaction 
----  -----------------------------  ------------------------------------ 
 

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 11:36 ET (15:36 GMT)