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PTCM Porta Communications Plc

0.449
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Porta Communications Plc LSE:PTCM London Ordinary Share GB00B71C7K21 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.449 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Porta Communications PLC Half-year Report (1690S)

29/09/2017 7:01am

UK Regulatory


Porta Communications (LSE:PTCM)
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RNS Number : 1690S

Porta Communications PLC

29 September 2017

29 September 2017

Porta Communications Plc

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

Interim Results for the six months ended 30 June 2017

Porta Communications Plc (AIM: PTCM) is pleased to announce its unaudited interim results for the six months ended 30 June 2017.

Financial Highlights

   --     Revenue growth of 9% on HY 2016, to GBP19.44m (HY 2016: GBP17.80m) 
   --     Gross profit increased by 20% to GBP16.48m (HY 2016: GBP13.76m) 
   --     Adjusted headline EBITDA(1) up by 24% at GBP1.16m (HY 2016: GBP0.94m) 
   --     Reported EBITDA(2) up by 56% at GBP1.08m (HY 2016: GBP0.69m) 
   --     Loss Per Share(3) 0.6p (HY 2016: 0.6p) 
   --     Net debt GBP10.53m (FY 2016: GBP7.65m) 

1. Adjusted headline EBITDA excludes acquisition and restructuring costs, exceptional legal and professional costs, share based payments, gain on acquisition, security impairment, revaluation of contingent consideration, provision of vendor loan guarantee and non-recurring property costs

   2.        Reported EBITDA after all costs 
   3.        Loss per share on continuing and discontinued operations 

Half Year Highlights

   --     Revenue growth is all organic with no acquisitions in the period 

-- Strong trading performances from Newgate Australia, Newgate Singapore, Publicasity and Redleaf Communications, with Asia-Pacific region revenues ahead 55% against HY 2016

   --     Acquired additional 15% of Redleaf in June, taking shareholding to 81% 
   --     GBP3.3m RCF secured with Clydesdale Bank plc 

Post Period and Outlook

   --     New Board in place to lead the Company to the next stage of development and profitability 

-- Announcement of strategic partnership with SEC S.p.A in conjunction with GBP3m equity investment

   --     Acquired additional 4.4% of Newgate Australia in August, taking shareholding to 62% 
   --     Current trading performance ahead of 2016 
   --     Net debt reduced to GBP8.03m as at 31 August 2017 

Steffan Williams, CEO of Porta Communications Plc, commented:

"Porta is in the next phase of its development. In addition to the solid first half performance and the successful ongoing strengthening of our balance sheet, we have made a number of changes to the board and management team which are having a positive effect on the performance of the business. The Group is trading ahead of last year and we look forward to building on the strong progress made in the first half."

-- 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

Porta Communications Plc

Steffan Williams, CEO

Rhydian Bankes, CFO

www.portacomms.com

+44 (0) 20 7680 6550

Grant Thornton UK LLP (Nominated Adviser)

Philip Secrett

Samantha Harrison

Daniel Bush

+44 (0) 207 383 5100

N+1 Singer (Broker)

James Maxwell

Lauren Kettle

+44 (0) 20 7496 3000

Newgate Communications (Media Enquiries)

Bob Huxford

Adam Lloyd

James Ash

+44 (0) 20 7680 6550

porta@newgatecomms.com

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, Perth, 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

Chairman and CEO Review

The Company has made good progress in the first half of 2017, delivering a continued improvement in its financial performance, with strong organic growth driving increased revenues and profitability ahead of the previous year.

The Board has also successfully executed its strategy, as reported on 11 May 2017 in the Group's Full Year results, to strengthen the balance sheet and on 8 June 2017 announced the GBP3.30m revolving credit facility with Clydesdale Bank ("Clydesdale RCF"). Post the period end, the Company announced the GBP3m strategic equity investment from SEC S.p.A ("SEC"). This investment not only provides additional working capital to support the development and growth of a number of subsidiary companies but also enabled the Board to reduce debt to GBP8.03m as at 31 August 2017 and refinance its existing debt balance with Retro Grand Limited and Hawk Investment Holdings Limited at a much-reduced annual interest rate of 8%, down from 12%.

Financial Overview

Revenue of GBP19.44m was 9% higher than the previous year (HY 2016: GBP17.80m). Gross profit increased by 20% to GBP16.48m (HY 2016: GBP13.76m). Adjusted headline EBITDA increased by 24% to GBP1.16m (HY 2016: GBP0.94m) and Reported EBITDA increased by 56% to GBP1.08m (HY 2016: GBP0.69m). Amortisation and depreciation of GBP1.16m, as well as finance costs of GBP1.02m (which includes GBP0.31m of costs related to the Clydesdale RCF), broadly represent the difference between the positive Adjusted Headline EBITDA and the loss before taxation on continuing operations, which reduced 7% to GBP1.10m (HY 2016: GBP1.18m loss). The loss per share on continuing operations was 0.6p (HY 2016: continuing operations 0.5p loss; discontinued operations 0.1p loss).

The large movement in trade and other receivables in the period is in part a result of netting off the confidential invoice discounting facility ("CID") within trade and other receivables in previous periods. With the inception of the Clydesdale RCF, the outstanding balance on the CID of GBP1.14m was repaid, causing an immediate uplift of GBP1.14m in trade and other receivables outstanding to the Company. The bulk of the rest of the movement is mainly as a result of a significant billing month in June for Newgate Australia, which similarly caused a decrease in work in progress, but has since returned to more reflective levels when looking alongside the significant top line growth.

Strategy Review

Porta was established with the aim of creating an integrated international communications and marketing group with clear synergies between each business and office. The Group aims to recruit the best available talent in its sectors and to target ever stronger client opportunities.

Since the period end, Porta has entered into a Commercial Agreement with SEC (following their GBP3m investment) under which we will share business opportunities and platforms and leverage the capabilities of both companies to strengthen their respective positions in the public relations market. The agreement will enable SEC and Porta to approach the market as a global partnership, offering a broader skill-set to clients across a greater geographical reach than either company is currently able to provide on its own. Porta and SEC have established a collaboration team as a central marketing and new business function to facilitate the development of joint new business opportunities, to share best practices and to act as a conduit for future collaborative activities. The work of the collaboration team will be coordinated by the CEO of Porta and by the CEO of SEC.

During 2017 we continue to take meaningful steps towards achieving our aim of realising the synergies and commercial opportunities that our multi stakeholder, cross-border business provides and to continue drawing on the senior firepower of the Company and strengthening our balance sheet. These actions are reflected in the progress that we have made in the first half of 2017. Going forward, working groups have been established with senior management at Porta, each with the remit of addressing an area of the business which we believe with greater focus, will benefit the overall performance of the Group for all stakeholders.

Operational Overview

Our public relations and communications offering, which consists of Newgate Communications, Publicasity and Redleaf Communications, reported significant growth in gross profit which is up 25% compared to the first half of 2016. Most of that growth has come from our Asia-Pacific businesses which achieved a gross profit increase of 58%.

Newgate Australia

Newgate Australia has been our most successful start-up and continues to perform well. The key to the success of Newgate Australia is the integrated offering of financial and corporate communications, public affairs and research. The business delivered the highest top line growth in the Group of 45% from HY 2016. This is profitable growth as the business continues to report good margins and improve on its profitability which has increased by 142% from the 2016 interims. Newgate Australia has exceeded budget in the first six months and continues to increase headcount to service the gross profit growth.

In addition to recently launching the EngageComm business in Australia, aimed at supporting the infrastructure investment program in New South Wales and Victoria, Newgate Australia has recently opened an office in Perth which will service clients in Western Australia.

In August, we announced that we acquired an additional 4.428% of Newgate Australia, taking our shareholding in this company to 62.29%.

Newgate Singapore

Newgate Singapore also showed robust revenue growth of 23% compared to HY 2016 and continues to win market share. Singapore increased its profitability by 43% and is ahead of budget. The business has been running an ongoing robust recruitment process as it continues to grow.

Newgate Hong Kong

Despite operating in what is currently a difficult market, Newgate Hong Kong continues to perform well. The business is ahead of budget and has increased profitability by 13% compared with the 2016 interims.

Newgate UK

We have completed the integration in the UK of Newgate Communications and PPS Group (now the Newgate Engage practice). The combined Newgate UK entity has a unique market positioning in being able to deliver financial PR and IR, corporate PR and media relations, public affairs, local stakeholder engagement and regional PR. We believe this is a compelling proposition for clients and potential clients.

The business was subject to some degree of restructuring in the Newgate Engage practice in reaction to the slowdown it experienced last year in the run up to and in the immediate aftermath of the referendum on Brexit, particularly in terms of project work.

The profile of Newgate UK has grown, in part due to the high-profile hires made. As a result of these, and other steps forward in the business, the pipeline of new client prospects has been significantly strengthened.

Redleaf Communications

Redleaf Communications has performed well and delivered strong margins. The business reported growth in gross profit of 23% and profitability of 89% compared to HY 2016.

In June, we announced that we acquired an additional 15% of Redleaf which increased our shareholding to 81%.

Publicasity

Publicasity, which focuses on B2C and B2B markets, has been very solid throughout the first six months, reporting strong margins and growing profitability by 180% compared to HY 2016.

2112

As we reported in our 2016 final results announcement, last year was a year of reorganisation for 2112 Communications. This reorganisation is impacting positively on the financial performance of the business which has reduced headcount and costs without damaging gross profit. As a result, the business has performed strongly, posting a profit in HY 2017, compared to the loss made in the previous comparative period.

Board Changes

There have been a number of changes to the make-up of the Board both during the period under review and post the period end. In May, David Wright announced his retirement as Executive Chairman, Gene Golembiewski stepped aside as CFO while remaining on the Board as Executive Director and Company Secretary. John Foley moved from his role as Independent Non-Executive Director to become Non-Executive Chairman and Rhydian Bankes, previously the Company's Head of Group Finance, became CFO and a director of Porta Communications Plc.

In August, as part of the strategic investment by SEC, the Board announced the appointment of Fiorenzo Tagliabue, CEO and founder of SEC, to the Board of Porta as Non-Executive Deputy Chairman. At the same time, Raymond McKeeve, a Non-Executive Director of the Company, informed the Board of his decision to step down from the Board after more than five years of service.

Outlook

Porta is in the next phase of its development. In addition to the solid first half performance and the successful ongoing strengthening of our balance sheet, we have made a number of changes to the Board and management team which are having a positive effect on the performance of the business. The Group is trading ahead of last year and we look forward to building on the strong progress made in the first half.

 
 John R Foley   Steffan Williams 
 Chairman       Chief Executive 
                 Officer 
 

Condensed Consolidated Statement of Comprehensive Income

For the six months ended 30 June 2017 (Unaudited)

 
                                        Six months     Six months     Year ended 
                                             ended          ended    31 December 
                                           30 June        30 June           2016 
                                              2017           2016 
                                               GBP            GBP            GBP 
===============================      =============  =============  ============= 
 Continuing operations 
 Revenue                          5     19,440,961     17,803,841     37,149,951 
 Cost of sales                         (2,964,181)    (4,045,508)    (7,402,986) 
===============================      =============  =============  ============= 
 Gross profit                           16,476,780     13,758,333     29,746,965 
 Operating and administrative 
  expenses                            (15,312,288)   (12,822,602)   (27,403,730) 
===============================      =============  =============  ============= 
 Adjusted EBITDA                  4      1,164,492        935,731      2,343,235 
 Restructuring costs, 
  acquisition costs and 
  share based payments                    (62,624)      (124,085)    (1,445,870) 
 Impairments                              (22,871)      (120,130)    (2,259,604) 
 Amortisation and depreciation         (1,163,328)    (1,323,291)    (2,582,837) 
===============================      =============  =============  ============= 
 Operating loss                           (84,331)      (631,775)    (3,945,076) 
 Finance expense                  6    (1,017,882)      (604,995)    (1,326,248) 
 Finance income                             12,652          5,994        197,502 
 Share of profit/(loss) 
  in associate                             (7,808)         54,902        (6,240) 
===============================      =============  =============  ============= 
 Profit/(loss) before 
  taxation on continuing 
  operations                           (1,097,369)    (1,175,874)    (5,080,062) 
 Tax charge                       7      (248,282)       (39,595)      (102,622) 
===============================      =============  =============  ============= 
 Loss for the period 
  on continuing operations             (1,345,651)    (1,215,469)    (5,182,684) 
 Discontinued operations 
 Loss for the period 
  from discontinued operations    8              -      (387,500)      (387,500) 
===============================      =============  =============  ============= 
 Loss for the period                   (1,345,651)    (1,602,969)    (5,570,184) 
===============================      =============  =============  ============= 
 (Loss) / profit for 
  the period attributable 
  to: 
     Owners of the Company             (1,910,739)    (1,913,900)    (6,292,560) 
     Non-controlling interests             565,088        310,931        722,376 
===============================      =============  =============  ============= 
                                       (1,345,651)    (1,602,969)    (5,570,184) 
===============================      =============  =============  ============= 
 Other comprehensive 
  income 
 Exchange differences 
  arising on items that 
  may be subsequently 
  reclassified to profit 
  and loss                                (46,343)        308,965        424,550 
 Total other comprehensive 
  income, net of tax                      (46,343)        308,965        424,550 
 
 Total comprehensive 
  income for the period                (1,391,994)    (1,294,004)    (5,145,634) 
===============================      =============  =============  ============= 
 
 
 Total comprehensive 
  income for the period 
  attributable to: 
     Owners of the Company               (1,956,506)     (1,791,795)     (6,092,716) 
     Non-controlling interests               564,512         497,791         947,082 
================================      ==============  ==============  ============== 
 
                                         (1,391,994)     (1,294,004)     (5,145,634) 
================================      ==============  ==============  ============== 
 
 Earnings/(loss)per 
  share basic and diluted          9 
================================      ==============  ==============  ============== 
 On continuing operations                     (0.6p)          (0.5p)          (2.1p) 
 On discontinued operations                        -          (0.1p)          (0.1p) 
 On continuing and discontinued 
  operations                                  (0.6p)          (0.6p)          (2.2p) 
================================      ==============  ==============  ============== 
 

The accompanying notes are an integral part of this condensed consolidated interim financial report.

Condensed Consolidated Statement of Financial Position

As at 30 June 2017 (Unaudited)

 
                               Notes        30 June        30 June    31 December 
                                               2017           2016           2016 
                                                GBP            GBP            GBP 
============================  ======  =============  =============  ============= 
 Non-current assets 
 Intangible assets              10       12,202,268     16,081,779     13,097,632 
 Property, plant 
  and equipment                 11          901,441      1,050,005      1,035,292 
 Deferred tax asset                       1,568,392      1,606,691      1,481,791 
 Other non-current 
  assets                                    938,747        923,775        923,775 
 Other investments                            8,500          8,500          8,500 
 Investment in associates                   805,398        937,421        787,946 
 Total non-current 
  assets                                 16,424,746     20,608,171     17,334,936 
============================  ======  =============  =============  ============= 
 Current assets 
 Work in progress                           644,830      1,154,583      1,321,704 
 Trade and other 
  receivables                            11,090,812      6,633,016      7,590,091 
 Cash and cash equivalents                1,689,865      1,792,513      1,854,553 
============================  ======  =============  =============  ============= 
 Total current assets                    13,425,507      9,580,112     10,766,348 
============================  ======  =============  =============  ============= 
 Current liabilities 
 Trade and other 
  payables                              (9,591,500)    (8,204,001)    (9,089,768) 
 Current tax liabilities                  (706,716)      (363,030)      (305,097) 
 Loans and borrowings           13      (8,834,292)    (5,226,527)    (6,254,770) 
============================  ======  =============  =============  ============= 
 Total current liabilities             (19,132,508)   (13,793,558)   (15,649,635) 
============================  ======  =============  =============  ============= 
 Net current liabilities                (5,707,001)    (4,213,446)    (4,883,287) 
============================  ======  =============  =============  ============= 
 Non-current liabilities 
 Trade and other 
  payables                              (1,197,961)      (361,746)      (404,809) 
 Deferred tax liabilities               (1,018,656)    (1,620,419)    (1,260,254) 
 Provisions                     12        (777,023)    (1,236,338)    (1,328,436) 
 Loans and borrowings           13      (3,381,214)    (3,246,603)    (3,251,291) 
============================  ======  =============  =============  ============= 
 Total non-current 
  liabilities                           (6,374,854)    (6,465,106)    (6,244,790) 
============================  ======  =============  =============  ============= 
 Net assets                               4,342,891      9,929,619      6,206,859 
============================  ======  =============  =============  ============= 
 
 Equity 
 Share capital                  14       29,133,854     28,556,792     28,860,412 
 Share premium                            6,665,194      4,788,547      5,826,561 
 Retained losses                       (32,707,633)   (24,686,265)   (30,402,996) 
 Translation reserve                        117,556         36,474        163,323 
 Other reserves                             534,050      (822,442)        116,831 
============================  ======  =============  =============  ============= 
 Total equity shareholders' 
  funds                                   3,743,021      7,873,106      4,564,131 
 Equity non-controlling 
  interests                                 599,870      2,056,513      1,642,728 
============================  ======  =============  =============  ============= 
 Total equity                             4,342,891      9,929,619      6,206,859 
============================  ======  =============  =============  ============= 
 

The accompanying notes are an integral part of this condensed consolidated interim financial report.

Condensed Consolidated Statement of Cash Flows

 
                                        Six months              Six months     Year ended 
                                             ended                   ended    31 December 
                                           30 June                 30 June           2016 
                                              2017                    2016 
                                               GBP                     GBP            GBP 
===================================   ============  ========  ============  ============= 
 Cash flow from operating 
  activities 
 Loss before taxation 
  on continuing activities             (1,097,369)             (1,175,874)    (5,080,062) 
 Adjusted for: 
 Depreciation and amortisation           1,163,328        --     1,323,291      2,582,837 
 Equity settled share 
  based payments                            60,732               (106,873)        218,232 
 Loss on disposal of property, 
  plant and equipment                            -                     254            362 
 Capitalised costs                               -                 (9,422)       (61,151) 
 Non cash rents received                 (126,000)               (126,000)      (252,000) 
 Impairment of other fixed 
  assets                                         -                   1,000          1,000 
 Impairment of security 
  receivable                                     -                 120,130        119,435 
 Impairment of goodwill 
  and other tangibles                            -                       -      2,020,039 
 Provision for Capital 
  Access vendor loan guarantee            (72,439)                       -        264,512 
 Revaluation of Redleaf 
  contingent consideration                       -                       -        213,262 
 Finance costs                           1,017,882                 604,995      1,326,248 
 Finance income                           (12,652)                 (5,994)      (197,502) 
 Share of (profits)/losses 
  in associates                              7,808                (54,902)          6,240 
 Tax paid                                (174,883)               (367,950)      (749,632) 
 Loss from discontinued 
  operations before tax                          -               (387,500)      (387,500) 
 (Increase)/decrease in 
  work in progress                         690,474               (140,528)      (270,995) 
 (Increase)/decrease in 
  trade and other receivables          (3,393,703)                 921,075        122,594 
 (Decrease)/increase in 
  trade and other payables                 341,749               (129,888)        944,380 
 Shares issued in settlement 
  of loan                                        -                       -        387,500 
 Unrealised foreign exchange 
  (gain)/loss                              (5,269)               (115,494)          4,895 
====================================  ============  ========  ============  ============= 
 Net cash inflow from 
  operating activities                 (1,600,342)                 350,320      1,212,694 
====================================  ============  ========  ============  ============= 
 
 Cash flows from investing 
  activities 
 Acquisition of intangible 
  assets                                  (97,216)                (22,437)       (81,236) 
 Acquisition of property, 
  plant and equipment                     (69,910)                (54,056)      (212,667) 
 Acquisition of interest 
  in subsidiaries, net 
  of cash acquired                       (425,019)                       -      (402,715) 
 Net cash outflow from 
  investing activities                   (592,145)                (76,493)      (696,618) 
====================================  ============  ========  ============  ============= 
 
 Cash flows from financing 
  activities 
 Proceeds from the issue 
  of ordinary shares                       156,809                       -       (14,807) 
 Proceeds from loans and 
  borrowings                             2,784,812               2,881,010        519,170 
 Repayment of loans and 
  borrowings                             (109,008)             (2,870,729)              - 
 Repayment of leases                      (56,150)                (70,420)      (140,839) 
 Dividends paid to non-controlling 
  interests                              (295,725)               (288,340)      (857,269) 
 Interest received                           2,835                   5,994         13,876 
 Interest paid                           (361,829)                 (7,523)       (22,748) 
 Net financing cash flow 
  from discontinued activities            (90,000)                       -       (40,000) 
 Net cash generated/(absorbed) 
  by financing activities                2,031,744               (350,008)      (542,617) 
====================================  ============  ========  ============  ============= 
 
 Net decrease in cash 
  and cash equivalents                   (160,743)                (76,181)       (26,541) 
 Cash and cash equivalents 
  at 1 January                           1,854,553               1,787,184      1,787,184 
 Effect of exchange rate 
  changes                                  (3,945)                  81,510         93,910 
====================================  ============  ========  ============  ============= 
 Cash and cash equivalents 
  at period end                          1,689,865               1,792,513      1,854,553 
====================================  ============  ========  ============  ============= 
 

For the six months ended 30 June 2017 (Unaudited)

The accompanying notes are an integral part of this condensed consolidated interim financial report.

 
    Condensed Consolidated Statement 
     of Changes in Equity 
 
     Statement of changes in equity 
     for the six months ended 30 June 
     2017 (Unaudited) 
 
                          Share       Share       Retained   Translation       Other       Written           Total   Non-controlling         Total 
                        capital     premium         losses       reserve    Reserves      Put/Call          equity         interests        equity 
                                                                                           Options   shareholders'             (NCI) 
                                                                                              over           funds 
                                                                                               NCI 
                            GBP         GBP            GBP           GBP         GBP           GBP             GBP               GBP           GBP 
==================  ===========  ==========  =============  ============  ==========  ============  ==============  ================  ============ 
 Balance 
  at 1 January 
  2017               28,860,412   5,826,561   (30,402,996)       163,323   1,324,583   (1,207,752)       4,564,131         1,642,728     6,206,859 
==================  ===========  ==========  =============  ============  ==========  ============  ==============  ================  ============ 
 Total 
 comprehensive 
 income 
 Loss for 
  the period                 --          --    (1,910,739)            --          --            --     (1,910,739)           565,088   (1,345,651) 
 Other 
  comprehensive 
  income                     --          --             --      (45,767)          --            --        (45,767)             (576)      (46,343) 
==================  ===========  ==========  =============  ============  ==========  ============  ==============  ================  ============ 
 Total 
  comprehensive 
  income                      -           -    (1,910,739)      (45,767)          --            --     (1,956,506)           564,512   (1,391,994) 
==================  ===========  ==========  =============  ============  ==========  ============  ==============  ================  ============ 
 Transactions 
  with owners: 
  Issue of 
   ordinary 
   shares                41,755     115,054              -             -           -             -         156,809                 -       156,809 
  Issue of 
   ordinary 
   shares 
   in settlement 
   of loan              124,764     405,483              -             -           -             -         530,247                 -       530,247 
  Dividends 
   payable 
   to 
   non-controlling 
   interests                 --          --             --            --          --            --              --       (1,219,762)   (1,219,762) 
  Share based 
   payments                  --          --             --            --      60,732            --          60,732                --        60,732 
  Acquisition 
   of 
   non-controlling 
   interest 
   without 
   a change 
   in control           106,923     318,096      (462,429)             -   (121,150)       546,168         387,608         (387,608)             - 
  Transfer 
   between 
   reserves                  --          --         68,531             -    (68,531)             -               -                 -             - 
 Total 
  transactions 
  with owners           273,442     838,633      (393,898)             -   (128,949)       546,168       1,135,396       (1,607,370)     (471,974) 
==================  ===========  ==========  =============  ============  ==========  ============  ==============  ================  ============ 
 Balance 
  at 30 June 
  2017               29,133,854   6,665,194   (32,707,633)       117,556   1,195,634     (661,584)       3,743,021           599,870     4,342,891 
==================  ===========  ==========  =============  ============  ==========  ============  ==============  ================  ============ 
 

The accompanying notes are an integral part of this condensed consolidated interim financial report.

 
 Statement of changes in 
  equity for the year ended 
  31 December 2016: 
                          Share       Share       Retained   Translation       Other       Written           Total   Non-controlling         Total 
                        capital     premium         losses       reserve    Reserves          Put/          equity         interests        equity 
                                                                                              Call   shareholders' 
                                                                                           Options           funds 
                                                                                              over 
                                                                                               NCI 
                            GBP         GBP            GBP           GBP         GBP           GBP             GBP               GBP           GBP 
==================  ===========  ==========  =============  ============  ==========  ============  ==============  ================  ============ 
 Balance 
  at 1 January 
  2016               28,380,791   4,788,547   (22,822,085)      (85,631)   1,301,898   (1,791,746)       9,771,774         1,847,062    11,618,836 
==================  ===========  ==========  =============  ============  ==========  ============  ==============  ================  ============ 
 Total 
 comprehensive 
 income 
 Loss for 
  the period                 --          --    (1,913,900)            --          --            --     (1,913,900)           310,931   (1,602,969) 
 Other 
  comprehensive 
  income                     --          --             --       122,105          --            --         122,105           186,860       308,965 
==================  ===========  ==========  =============  ============  ==========  ============  ==============  ================  ============ 
 Total 
  comprehensive 
  income                     --          --    (1,913,900)       122,105          --            --     (1,791,795)           497,791   (1,294,004) 
==================  ===========  ==========  =============  ============  ==========  ============  ==============  ================  ============ 
 Contributions 
  by owners: 
  Issue of 
   ordinary 
   shares in 
   relation 
   to business 
   combinations         176,001          --         49,720            --   (225,721)            --               -                --             - 
  Dividend 
   paid to 
   non-controlling 
   interest                  --          --             --            --          --            --              --         (288,340)     (288,340) 
  Share based 
   payments                  --          --             --            --   (106,873)            --       (106,873)                --     (106,873) 
 Total 
  transactions 
  with owners           176,001          --         49,720            --   (332,594)            --       (106,873)         (288,340)     (395,213) 
==================  ===========  ==========  =============  ============  ==========  ============  ==============  ================  ============ 
 Balance 
  at 30 June 
  2016               28,556,792   4,788,547   (24,686,265)        36,474     969,304   (1,791,746)       7,873,106         2,056,513     9,929,619 
==================  ===========  ==========  =============  ============  ==========  ============  ==============  ================  ============ 
 Total 
 comprehensive 
 income 
 Loss for 
  the period                 --          --    (4,378,660)            --          --            --     (4,378,660)           411,445   (3,967,215) 
 Other 
  comprehensive 
  income                     --          --             --        77,739          --            --          77,739            37,846       115,585 
==================  ===========  ==========  =============  ============  ==========  ============  ==============  ================  ============ 
 Total 
  comprehensive 
  income                     --          --    (4,378,660)        77,739          --            --     (4,300,921)           449,291   (3,851,630) 
==================  ===========  ==========  =============  ============  ==========  ============  ==============  ================  ============ 
 Contributions 
  by owners: 
  Issue of 
   ordinary 
   shares in 
   settlement 
   of loan               91,175     296,325              -             -           -             -         387,500                 -       387,500 
  Issue of 
   shares in 
   relation 
   to business 
   combinations         212,445     767,596       (49,720)             -           -             -         930,321                 -       930,321 
  Issue costs                 -    (25,907)              -             -           -             -        (25,907)                 -      (25,907) 
  Dividends 
   paid to 
   non-controlling 
   interests                 --          --             --            --          --            --              --         (568,929)     (568,929) 
  Share based 
   payments                  --          --             --            --     325,105            --         325,105                --       325,105 
  Issue of 
   equity to 
   non-controlling 
   interests                 --          --             --            --           -            --               -            11,100        11,100 
  Transfer 
   between 
   reserves                   -           -      (260,564)        49,110     211,454             -               -                 -             - 
  Transfer 
   of equity 
   interests 
   on change 
   of control                 -           -        305,247             -           -             -         305,247         (305,247)             - 
  Acquisition 
   of 
   non-controlling 
   interest 
   without 
   a change 
   in control                 -           -    (1,333,034)             -   (181,280)       583,994       (930,320)                 -     (930,320) 
 Total 
  transactions 
  with owners           303,620   1,038,014    (1,338,071)        49,110     355,279       583,994         991,946         (863,076)       128,870 
==================  ===========  ==========  =============  ============  ==========  ============  ==============  ================  ============ 
 Balance 
  at 31 December 
  2016               28,860,412   5,826,561   (30,402,996)       163,323   1,324,583   (1,207,752)       4,564,131         1,642,728     6,206,859 
==================  ===========  ==========  =============  ============  ==========  ============  ==============  ================  ============ 
 

The accompanying notes are an integral part of this condensed consolidated interim financial report.

Notes to the Condensed Consolidated Interim Financial Report

For the six months to 30 June 2017 (Unaudited)

1. Corporate information

The interim condensed consolidated financial statements of Porta Communications Plc and its subsidiaries (collectively, the Group) for the six-month period ended 30 June 2017 were authorised for issue in accordance with a resolution of the Directors on 29 September 2017.

Porta Communications Plc ('the Company') is a public company domiciled in the United Kingdom whose shares are publicly traded on the AIM market of the London Stock Exchange. The Group is primarily involved in providing communication, advertising and marketing services.

2. Basis of preparation

(a) Statement of compliance

The condensed consolidated interim financial report for the six month period ended on 30 June 2017 has been prepared in accordance with IAS 34 Interim Financial Reporting. Selected explanatory notes are included to explain events and transactions that are significant to understanding the changes in financial position and performance of the Group since the last annual consolidated financial statements as at and for the year ended 31 December 2016. This condensed consolidated interim financial report does not include all of the information required for full annual financial statements prepared in accordance with International Financial Reporting Standards as adopted by the European Union.

The financial information presented herein does not constitute full statutory accounts under section 434 of the Companies Act 2006. This condensed consolidated financial report is unaudited. The financial information in respect of the previous year ended 31 December 2016 has been extracted from the consolidated statutory accounts of the Company for that period and have been delivered to the Registrar of Companies. The Group's Independent Auditor's report on those accounts was unqualified, did not include references to any matters to which the auditor drew attention by way of emphasis without qualifying their report and did not contain a statement under section 498 (2) or 498 (3) of the Companies Act 2006.

(b) Judgements and estimates

Preparing the condensed consolidated interim financial report requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

In preparing this condensed consolidated interim financial report, significant judgements were made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2016.

(c) Headline measures

Consistent with previous years and periods, Adjusted EBITDA is included as a key metric for understanding the Group's performance. Adjusted EBITDA is the results of the Group before start-up losses, acquisition costs, restructuring costs, non-recurring property costs, legal and other consultancy costs, share based payments and impairments.

A reconciliation between operating loss and adjusted headline EBITDA is presented in Note 4. In addition to this, earnings per share is presented in Note 9. Headline measures in this report are not defined terms under IFRS and may not be compared with similarly titled measures reported by other companies.

3. Accounting policies

The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2016, as described in those annual financial statements. The adoption of new standards and interpretations effective as of 1 January 2017 had no impact on the comparative figures.

4. Reconciliation of operating loss to EBITDA and to adjusted headline EBITDA

 
                                  Six months   Six months     Year ended 
                                       ended        ended    31 December 
                                     30 June      30 June           2016 
                                        2017         2016 
 Continuing operations:                  GBP          GBP            GBP 
===============================  ===========  ===========  ============= 
 Reported operating loss            (84,331)    (631,775)    (3,945,076) 
 Add back: 
 Impairments                               -            -      2,139,474 
 Depreciation and amortisation     1,163,328    1,323,291      2,582,837 
===============================  ===========  ===========  ============= 
 EBITDA from continuing 
  operations                       1,078,997      691,516        777,235 
 Add back: 
 Restructuring and acquisition 
  costs 
 Acquisition costs                     6,809           --        308,235 
 Reorganisation costs                 42,322       88,231        247,329 
 Legal and professional 
  consultancy costs                   25,200      142,727        194,300 
 Revaluation of contingent 
  consideration                            -            -        213,262 
 Provision for vendor 
  loan guarantee                    (72,439)            -        264,512 
 Share-based payments                 60,732    (106,873)        218,232 
 Security impairment                  22,871      120,130        120,130 
===============================  ===========  ===========  ============= 
 Adjusted headline EBITDA          1,164,492      935,731      2,343,235 
===============================  ===========  ===========  ============= 
 

5. Segmental reporting

Business segments

The following tables present revenue and reportable results for the Group's operational segments:

 
 Six months ended       Communications          Marketing   Head office         Total 
  30 June 2017                            and Advertising 
                                   GBP                GBP           GBP           GBP 
=====================  ===============  =================  ============  ============ 
 Total revenue              17,983,330          1,895,212     1,449,644    21,328,186 
 Less: Inter-segment 
  revenue                    (381,239)           (56,342)   (1,449,644)   (1,887,225) 
=====================  ===============  =================  ============  ============ 
 Reportable segment 
  revenue                   17,602,091          1,838,870            --    19,440,961 
 Reportable segment 
  gross profit              15,137,156          1,339,624            --    16,476,780 
 Reportable segment 
  results                      730,942           (14,373)     (800,900)      (84,331) 
 
 Six months ended       Communications          Marketing   Head office         Total 
  30 June 2016                            and Advertising 
                                   GBP                GBP           GBP           GBP 
=====================  ===============  =================  ============  ============ 
 Total revenue              15,010,756          3,115,677       294,088    18,420,521 
 Less: Inter-segment 
  revenue                    (265,852)           (56,740)     (294,088)     (616,680) 
=====================  ===============  =================  ============  ============ 
 Reportable segment 
  revenue                   14,744,904          3,058,937            --    17,803,841 
 Reportable segment 
  gross profit              12,155,703          1,602,630            --    13,758,333 
 Reportable segment 
  results                      483,261          (263,515)     (851,521)     (631,775) 
=====================  ===============  =================  ============  ============ 
 
 
 Year ended 31          Communications          Marketing   Head office         Total 
  December 2016                           and Advertising 
                                   GBP                GBP           GBP           GBP 
=====================  ===============  =================  ============  ============ 
 Total revenue              31,837,288          5,504,863       570,126    37,912,277 
 Less: Inter-segment 
  revenue                    (103,271)           (88,929)     (570,126)     (762,326) 
=====================  ===============  =================  ============  ============ 
 Reportable segment 
  revenue                   31,734,017          5,415,934            --    37,149,951 
 Reportable segment 
  gross profit              26,709,143          3,037,822            --    29,746,965 
 Reportable segment 
  results                    (348,554)        (1,168,058)   (2,428,464)   (3,945,076) 
=====================  ===============  =================  ============  ============ 
 

The following table below presents assets and liabilities information for the Group's operating segments as at 30 June 2017, 30 June 2016 and 31 December 2016 respectively:

 
 
 Six months ended      Communications          Marketing           Head          Other          Total 
  30 June 2017                           and Advertising         office      / Consol. 
                                  GBP                GBP            GBP            GBP            GBP 
====================  ===============  =================  =============  =============  ============= 
 Reportable segment 
  assets                   27,809,172          2,640,490     14,880,722   (15,480,131)     29,850,253 
 Reportable segment 
  liabilities            (17,059,742)        (5,720,374)   (18,207,377)     15,480,131   (25,507,362) 
====================  ===============  =================  =============  =============  ============= 
 
 Six months ended      Communications          Marketing           Head          Other          Total 
  30 June 2016                           and Advertising         office      / Consol. 
                                  GBP                GBP            GBP            GBP            GBP 
====================  ===============  =================  =============  =============  ============= 
 Reportable segment 
  assets                   23,047,306          3,123,102      7,996,411    (3,978,536)     30,188,283 
 Reportable segment 
  liabilities             (6,221,042)        (5,024,859)   (12,991,299)      3,978,536   (20,258,664) 
====================  ===============  =================  =============  =============  ============= 
 
 Year ended 31         Communications          Marketing           Head          Other          Total 
  December 2016                          and Advertising         office      / Consol. 
                                  GBP                GBP            GBP            GBP            GBP 
====================  ===============  =================  =============  =============  ============= 
 Reportable segment 
  assets                   24,012,838          2,424,946     14,419,772   (12,756,272)     28,101,284 
 Reportable segment 
  liabilities            (11,713,424)        (5,469,644)   (17,467,629)     12,756,272   (21,894,425) 
====================  ===============  =================  =============  =============  ============= 
 

Geographical segments

The analysis of results and assets by geographic region, based on the location of the operating company, is as follows:

 
 Six months ended 30                     UK      EMEA   Asia-Pacific         Total 
  June 2017 
                                        GBP       GBP            GBP           GBP 
=============================  ============  ========  =============  ============ 
 Revenue                         10,865,531   178,921      8,396,509    19,440,961 
 Gross profit                     8,829,508   145,857      7,501,415    16,476,780 
 (Loss)/profit on continuing 
  operations before 
  tax                           (2,608,795)   (4,572)      1,515,998   (1,097,369) 
 Loss on discontinued                    --        --             --            -- 
  operations before 
  tax 
=============================  ============  ========  =============  ============ 
 
 Six months ended 30                     UK      EMEA   Asia-Pacific         Total 
  June 2016 
                                        GBP       GBP            GBP           GBP 
=============================  ============  ========  =============  ============ 
 Revenue                         12,257,721   137,069      5,409,051    17,803,841 
 Gross profit                     8,899,833   119,803      4,738,697    13,758,333 
 (Loss)/profit on continuing 
  operations before 
  tax                           (1,784,554)     (117)        608,797   (1,175,874) 
 Loss on discontinued 
  operations before 
  tax                             (387,500)        --             --     (387,500) 
=============================  ============  ========  =============  ============ 
 
                                         UK      EMEA   Asia-Pacific         Total 
  Year ended 31 December 
  2016 
                                        GBP       GBP            GBP           GBP 
=============================  ============  ========  =============  ============ 
 Revenue                         24,338,315   326,729     12,484,907    37,149,951 
 Gross profit                    18,372,056   281,024     11,093,885    29,746,965 
 (Loss)/profit on continuing 
  operations before 
  tax                           (6,520,834)   (8,782)      1,449,554   (5,080,062) 
 Loss on discontinued 
  operations before 
  tax                             (387,500)        --             --     (387,500) 
=============================  ============  ========  =============  ============ 
 

6. Finance expense

 
                            Six months   Six months     Year ended 
                                 ended        ended    31 December 
                               30 June      30 June           2016 
                                  2017         2016 
                                   GBP          GBP            GBP 
=========================  ===========  ===========  ============= 
 Interest on loans             605,140      522,108      1,159,233 
 Clydesdale costs and          312,617            -              - 
  Leumi termination fees 
 Other interest                100,125       82,887        167,015 
=========================  ===========  ===========  ============= 
                             1,017,882      604,995      1,326,248 
=========================  ===========  ===========  ============= 
 

7. Income tax expense

The Group calculates the period income tax expense using the tax rate that would be applicable to the expected total annual earnings. The major components of income tax expense in the interim Condensed Consolidated Statement of Comprehensive Income are:

 
                                 Six months   Six months     Year ended 
                                      ended        ended    31 December 
                                    30 June      30 June           2016 
                                       2017         2016 
 Income taxes                           GBP          GBP            GBP 
==============================  ===========  ===========  ============= 
 Current income tax charge          578,397      256,066        561,186 
 Deferred income tax credit       (330,115)    (216,471)      (458,564) 
==============================  ===========  ===========  ============= 
 Income tax charge recognised 
  in statement of profit 
  or loss                           248,282       39,595        102,622 
==============================  ===========  ===========  ============= 
 

8. Discontinued operations

The administration of the Twenty20 Media group, discontinued in 2014, is still ongoing. During the six months ended 30 June 2017, the Company incurred no further costs. However, in the six months ended 30 June 2016 and the year ended 31 December 2016, the Company recognised an additional expense of GBP387,500 in accordance with IFRS 5. This expense represents part of a loan that was issued by Hawk Investments Ltd and was written off as part of discontinued operations in 2014.

9. Earnings/(loss) per share

The loss per share has been calculated using the weighted average number of shares in issue during the relevant financial year. The weighted number of equity shares in issue and the loss after tax attributable to ordinary shareholders, used in these calculations, are as follows:

 
                               Six months      Six months     Year ended 
                                    ended           ended    31 December 
                                  30 June    30 June 2016           2016 
                                     2017 
                                   Number          Number         Number 
==========================   ============  ==============  ============= 
 Weighted average 
  number of shares 
  (ordinary and dilutive)     323,126,987     278,749,442    283,561,567 
===========================  ============  ==============  ============= 
 
                                      GBP             GBP            GBP 
==========================   ============  ==============  ============= 
 Loss on continuing 
  activities after 
  tax                         (1,910,739)     (1,526,400)    (5,905,060) 
 Loss on discontinued 
  activities after 
  tax                                   -       (387,500)      (387,500) 
 Loss on continuing 
  and discontinued 
  activities after 
  tax                         (1,910,739)     (1,913,900)    (6,292,560) 
===========================  ============  ==============  ============= 
 

No share options outstanding at 30 June 2017, 30 June 2016 or 31 December 2016 were dilutive and all such potential ordinary shares are therefore excluded from the weighted average number of ordinary shares for the purposes of calculating diluted earnings per share. Details of share options outstanding are given in Note 16.

10. Intangible assets

 
                             Goodwill         Customer      Brands       Websites,        Total 
                                         relationships                    software 
                                                                      and licences 
 Cost                             GBP              GBP         GBP             GBP          GBP 
=========================  ==========  ===============  ==========  ==============  =========== 
 At 1 January 2016          8,066,928        9,380,000   3,187,000         372,193   21,006,121 
 Other additions                    -                -           -          22,437       22,437 
 Translation differences      123,401                -           -           1,359      124,760 
=========================  ==========  ===============  ==========  ==============  =========== 
 At 30 June 2016            8,190,329        9,380,000   3,187,000         395,989   21,153,318 
=========================  ==========  ===============  ==========  ==============  =========== 
 Other additions                   --               --          --          58,799       58,799 
 Translation differences       50,569               --           -         (3,520)       47,049 
=========================  ==========  ===============  ==========  ==============  =========== 
 At 31 December 
  2016                      8,240,898        9,380,000   3,187,000         451,268   21,259,166 
=========================  ==========  ===============  ==========  ==============  =========== 
 Other additions                   --               --          --          97,216       97,216 
 Translation differences     (34,359)               --          --            (44)     (34,403) 
=========================  ==========  ===============  ==========  ==============  =========== 
 At 30 June 2017            8,206,539        9,380,000   3,187,000         548,440   21,321,979 
=========================  ==========  ===============  ==========  ==============  =========== 
 
 
 
 Amortisation and               GBP         GBP         GBP       GBP         GBP 
  impairment 
=========================  ========  ==========  ==========  ========  ========== 
 At 1 January 2016                -   3,221,817     569,406   158,706   3,949,929 
 Charge for the 
  period                          -     912,999     159,317    48,672   1,120,988 
 Translation differences          -           -           -       622         622 
=========================  ========  ==========  ==========  ========  ========== 
 At 30 June 2016                  -   4,134,816     728,723   208,000   5,071,539 
=========================  ========  ==========  ==========  ========  ========== 
 Charge for the 
  period                          -     869,682     159,350    44,576   1,073,608 
 Impairment                 935,559     247,480     837,000         -   2,020,039 
 Translation differences          -          --          --   (3,652)     (3,652) 
=========================  ========  ==========  ==========  ========  ========== 
 At 31 December 
  2016                      935,559   5,251,978   1,725,073   248,924   8,161,534 
=========================  ========  ==========  ==========  ========  ========== 
 Charge for the 
  period                          -     802,338     108,850    47,021     958,209 
 Translation differences          -           -           -      (32)        (32) 
=========================  ========  ==========  ==========  ========  ========== 
 At 30 June 2017            935,559   6,054,316   1,833,923   295,913   9,119,711 
=========================  ========  ==========  ==========  ========  ========== 
 
 
 
 Net book value             GBP         GBP         GBP       GBP          GBP 
===================  ==========  ==========  ==========  ========  =========== 
 At 1 January 2016    8,066,928   6,158,183   2,617,594   213,487   17,056,192 
===================  ==========  ==========  ==========  ========  =========== 
 At 30 June 2016      8,190,329   5,245,184   2,458,277   187,989   16,081,779 
===================  ==========  ==========  ==========  ========  =========== 
 At 31 December 
  2016                7,305,339   4,128,022   1,461,927   202,344   13,097,632 
===================  ==========  ==========  ==========  ========  =========== 
 At 30 June 2017      7,270,980   3,325,684   1,353,077   252,527   12,202,268 
===================  ==========  ==========  ==========  ========  =========== 
 

No cash generating units ('CGUs') were tested for impairment because there were no impairment indicators at 30 June 2017 for CGUs to which goodwill has been allocated.

11. Property, plant and equipment

During the six months ended 30 June 2017, the Group acquired assets with a cost of GBP69,910 (six months ended 30 June 2016: GBP54,056 and year ended 31 December 2016: GBP212,667).

12. Provisions

 
                                30 June 2017    30 June    31 December 
                                         GBP       2016           2016 
                                                    GBP            GBP 
============================  ==============  =========  ============= 
  At 1 January                     1,328,436  1,179,302        1,179,302 
  Additions: New provisions                -          -          264,512 
  Utilised in the period           (515,019)          -        (442,716) 
  Charged/(released) 
   in the period: 
  Amortisation of 
   put/call agreement                 36,045     57,036          114,076 
  Other charges                     (72,439) 
  Revaluation                              -          -          213,262 
============================  ==============  =========  =============== 
                                     777,023  1,236,338        1,328,436 
============================  ==============  =========  =============== 
 
 

13. Loans and Borrowings

 
                                 30 June     30 June   31 December 
                                    2017        2016          2016 
                                     GBP         GBP           GBP 
==========================    ==========  ==========  ============ 
 Current liabilities 
 Loans - related party           311,375          --       279,254 
 Loan                             20,946          --       526,584 
 Loans notes                           -   5,211,441       106,515 
 Convertible loans             5,602,106          --     5,228,516 
============================  ==========  ==========  ============ 
                               5,934,427   5,211,441     6,140,869 
 Bank overdraft(1)             2,784,812          --            -- 
 Obligation under finance 
  lease                          115,053      15,086       113,901 
============================  ==========  ==========  ============ 
                               8,834,292   5,226,527     6,254,770 
  ==========================  ==========  ==========  ============ 
 Non-current liabilities 
 Loans - related party         3,307,515   2,980,468     3,114,244 
 Loan                                  -           -        22,080 
 Obligation under finance 
  lease                           73,699     266,135       114,967 
============================  ==========  ==========  ============ 
                               3,381,214   3,246,603     3,251,291 
  ==========================  ==========  ==========  ============ 
 

(1) On 12(th) June 2017, financial completion was reached on a new five year GBP3.3m revolving credit facility with Clydesdale Bank Plc. This facility includes a margin of 3.85% over a 3 month LIBOR and replaced the existing GBP3m confidential invoice discounting facility.

Terms and debt repayment schedule

 
                                            30 June 2017          30 June 2016           31 December 
                                                                                             2016 
                   Nominal     Year          Face   Carrying       Face   Carrying        Face   Carrying 
                   Interest      of         Value     Amount      Value     Amount       Value     Amount 
                     Rate     maturity 
================  =========  =========  =========  =========  =========  =========  ==========  ========= 
Deep discounted 
 bond - related 
 party               12%       2019     4,110,000  3,307,515  4,110,000  2,960,128   4,110,000  3,114,244 
Convertible 
 loan                12%       2017     5,183,415  5,602,106  4,617,450  5,108,014   5,183,415  5,228,516 
Loan notes           6%        2017             -          -    100,000    103,427     100,000    106,515 
Loan                 12%       2017             -          -          -          -     500,000    526,584 
Loan - related 
 party               12%       2017       257,707    311,375          -          -     257,707    279,254 
Loan (AED)           60%       2017        18,955     20,946     18,955     20,340      18,955     22,080 
                                        9,570,077  9,241,942  8,846,405  8,191,909  10,170,077  9,277,193 
================  =========  =========  =========  =========  =========  =========  ==========  ========= 
 

All debt is repayable in Pounds Sterling (GBP) unless otherwise stated. The related party loans are secured over all current and future assets of all companies within the Group.

14. Capital and Reserves

On 30 January 2017, the Company issued 12,476,389 ordinary shares of 1p each in settlement of the debt of GBP530,247 owed to Retro Grand Limited.

On 21 February 2017, the Company issued 175,498 ordinary shares of 1p each to the former vendors of ICAS Holdings Limited for the additional consideration owed under the share purchase agreement dated 10 December 2014.

On 16 March 2017, the Company issued 4,000,000 ordinary shares of 1p each to two subsidiary employees to partially satisfy conditions existing when PPS was acquired by the Group in November 2014.

On 19 June 2017, the Company issued 10,692,290 ordinary shares of 1p each, which was 50% of the total consideration of GBP850,037, to acquire an additional 15% interest in Redleaf Polhill Limited.

Further changes in the share capital since the period end are given in Note 17.

The movement in ordinary shares for the period reconciles as follows:

 
                                     Number   GBP nominal 
                                                    value 
============================   ============  ============ 
 At 1 January 2017              309,450,007     3,094,500 
 New issues during the year      27,344,177       273,442 
=============================  ============  ============ 
 At 30 June 2017                336,794,184     3,367,942 
=============================  ============  ============ 
 

Allotted, called up and fully paid

 
 30 June 2017                          Number   GBP nominal 
                                                      value 
============================   ==============  ============ 
 Ordinary shares of 1p each       336,794,184     3,367,942 
 Deferred shares of 0.9p 
  each                          2,862,879,050    25,765,912 
=============================  ==============  ============ 
                                                 29,133,854 
 ============================  ==============  ============ 
 
 
 30 June 2016                           Number   GBP nominal 
                                                       value 
=============================   ==============  ============ 
 Ordinary shares of 10p each       279,087,905    27,908,792 
 Deferred shares of 0.9p 
  each                              72,000,000       648,000 
==============================  ==============  ============ 
                                                  28,556,792 
 =============================  ==============  ============ 
 
 31 December 2016                       Number   GBP nominal 
                                                       value 
=============================   ==============  ============ 
 Ordinary shares of 1p each        309,450,007     3,094,500 
 Deferred shares of 0.9p 
  each                           2,862,879,050    25,765,912 
==============================  ==============  ============ 
                                                  28,860,412 
 =============================  ==============  ============ 
 

15. Share-based payments

 
 30 June 2017                                      Weighted 
                                                    average 
                                  Number of        exercise 
                                    Options    price, pence 
=============================  ============  ============== 
 Balance at 1 January 2017       24,571,341          18.11p 
 Issued during the period                 -               - 
 Forfeited during the period    (2,400,000)          10.00p 
=============================  ============  ============== 
 Balance at 30 June 2017         22,171,341          18.99p 
=============================  ============  ============== 
 
 
 30 June 2016 and 31 December                       Weighted 
  2016                                               average 
                                   Number of        exercise 
                                     Options    price, pence 
==============================  ============  ============== 
 Balance at 1 January 2016        18,437,763          12.96p 
 Issued during the period                  -               - 
 Forfeited during the period     (8,628,679)          16.31p 
==============================  ============  ============== 
 Balance at 30 June 2016           9,809,084          10.01p 
==============================  ============  ============== 
 Issued during the period         15,913,924          22.51p 
 Forfeited during the period     (1,151,667)          10.04p 
==============================  ============  ============== 
 Balance at 31 December 
  2016                            24,571,341          18.11p 
==============================  ============  ============== 
 

16. Related party transactions

Key management personnel

All related party transactions with respect to Key management personnel (both nature and amounts) are consistent with those reported in the Group's consolidated statutory accounts for the year ended 31 December 2016.

Other related party transactions

Non-Executive Director Raymond McKeeve is owed GBP22,250 in previously unreported Director's fees. These fees will be donated to a charity of his choosing.

Related party loans are shown in Note 13 above and further disclosures made in 'Subsequent Events' in Note 17.

All other related party transactions (both nature and amounts) are consistent with those reported in the Group's consolidated statutory accounts for the year ended 31 December 2016.

17. Subsequent events

Capital Access Group Limited (an associate of the Company) has a vendor debt which fell due for payment at the end of July 2017. The Company has a guarantee against this debt which has been provided for in Note 12, see the 2016 Annual Report for further details. This guarantee has been called upon by the vendors and the Company intends to subsequently satisfy this debt in ordinary shares in the Company equivalent to GBP192,073 based on the Company's share price at 30 June 2017.

On 3 August 2017, debt of GBP311,375 due to Hawk Investment Holdings Limited ("Hawk") was settled by way of the allotment and issue of 8,896,429 new ordinary shares at a price of 3.5 pence per ordinary share. Furthermore, debt of GBP417,779 due to Retro Grand Limited ("Retro Grand") was settled by way of the allotment and issue of 11,936,542 new ordinary shares at a price of 3.5 pence per ordinary share.

On 3 August 2017, the Retro Grand convertible loan with a face value of GBP5,183,415 was refinanced with an effective date of 30 June 2017, such that loan interest will accrue at 8% per annum (previously interest was accruing at 1% per month). Additionally, the Hawk deep discounted bond of GBP4,110,000, maturing on 14 April 2019 and with an equivalent annual interest rate of 12.8%, was refinanced with a revised redemption date of 14 April 2021 and as a result the equivalent annual interest rate fell to 8%.

On 3 August 2017, the Company raised gross proceeds of GBP3m by way of an issue of 85,714,286 new ordinary shares at a price of 3.5 pence per ordinary share. The equity subscription was agreed with SEC. Furthermore, the Company entered into a commercial collaboration agreement with SEC which provides the basis on which the two companies will share business opportunities.

On 4 August 2017, Fiorenzo Tagliabue was appointed to the Porta board as Non-Executive Deputy Chairman. At the same time, Raymond McKeeve tendered his resignation as a Porta Board Director.

On 4 August 2017, the Company acquired a further 4.428 per cent interest in Newgate Communications Pty Limited ("Newgate Australia") for consideration of GBP277,375. The consideration was satisfied by the issue of 8,091,453 ordinary shares at a price of 3.428p per ordinary share. The Company now holds a total interest of 62.29 per cent in Newgate Australia. Porta has the right to acquire an additional 4.428 per cent interest in Newgate Australia in each of the subsequent four years.

On 31 August 2017, Summit Marketing Services Limited, wholly-owned by the Porta Group, ceased trading. By this date, notice was given to terminate all contracts with employees, clients and suppliers.

Other than the above there have been no material subsequent events to report from 30 June 2017 to the date that these accounts were approved on 29 September 2017.

18. Publication

A copy of this report is available from the Company's website at www.portacomms.com and is available in hard copy on application to the Company's offices.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR BIGDCXDDBGRI

(END) Dow Jones Newswires

September 29, 2017 02:01 ET (06:01 GMT)

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