Porta Communications PLC Last Day of Dealings (6002K)

TIDMPTCM

RNS Number : 6002K

Porta Communications PLC

30 August 2019

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

30 August 2019

Recommended All-Share Merger

of

Porta Communications plc

and

SEC S.p.A.

Last day of dealings

Porta Communications plc ("Porta") would like to inform its shareholders that the court hearing to sanction the Scheme of Arrangement is to take place on the morning of 2 September 2019. Accordingly, the last day of dealings in, and registration of transfers of, Porta Shares on AIM is expected to be Monday 2 September 2019 and trading in Porta Shares on AIM will be suspended with effect from 8.00 a.m. on 3 September 2019.

Further information for Porta Shareholders holding Scheme Shares in certi cated form

Porta Shareholders holding Scheme Shares in certificated form are reminded that the last time for receipt of a Corporate Nominee Election in advance of the Scheme becoming effective will be 6.00 p.m. on 1 September 2019.

Under Italian law, a company registered in Italy cannot issue shares in both certi cated and uncerti cated form. A company must therefore choose which form its shares will be held in and then all of its shares must be held in that form. SEC has adopted the dematerialised regime and all of the New SEC Shares will therefore be issued in uncerti cated form by means of CDIs.

Each Porta Shareholder who has a registered address in the EEA, the Channel Islands, the Isle of Man, Switzerland or Gibraltar as at the Scheme Record Time, who holds Porta Shares in certi cated form at the Scheme Record Time may elect to have the New SEC Shares which they are entitled to receive pursuant to the Scheme held on their behalf through the Corporate Nominee Facility, subject to the Corporate Nominee Facility Terms and Conditions (by completing a Certi cated Form of Election (a "Corporate Nominee Election")) as set out in the Scheme Circular.

Each Porta Shareholder who does not have a registered address in the EEA, the Channel Islands, the Isle of Man, Switzerland or Gibraltar or does not make a valid Corporate Nominee Election in respect of all of their Porta Shares will have their New SEC Shares held in the name of Porta (the "Representative") as bare trustee for such Porta Shareholder until the earlier of: (i) the delivery of a valid Corporate Nominee Election by such Porta Shareholder in relation to action which should be taken in respect of the New SEC Shares (in which case the Representative will procure that such action is taken as is required in order to give effect to such Corporate Nominee Election); and (ii) the date which falls three months (unless such period is extended at Porta's sole discretion) from the Effective Date (in which case the Representative will procure that such New SEC Shares are sold in the market and that the net proceeds of sale (converted, if required, into pounds Sterling and after the deduction of any relevant fees and commissions) are paid to such Porta Shareholder).

Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document.

Enquiries:

 
 Porta Communications plc                   Tel: [phone] 
  Gene Golembiewski, Executive Director      6550 
  www.portacomms.com 
 Grant Thornton UK LLP (Financial Adviser   Tel: [phone] 
  and Nominated Adviser to Porta)            5100 
  Philip Secrett 
  Samantha Harrison 
  Ben Roberts 
  Seamus Fricker 
 N+1 Singer (Broker to Porta)               Tel: [phone] 
  Mark Taylor                                3000 
  Lauren Kettle 
 Newgate Communications (Media Enquiries)   Tel: [phone] 
  Bob Huxford                                6550 
  Adam Lloyd 
  [e-mail] 
 SEC S.p.A                                  Tel: [phone] 
  Fiorenzo Tagliabue, CEO 
 
  www.secglobalnetwork.com 
 Arden Partners plc (Financial Adviser,     Tel: [phone] 
  Nominated Adviser and Broker to SEC)       5900 
  Tom Price 
  Steve Douglas 
  Benjamin Cryer 
 

Grant Thornton UK LLP, which, in the United Kingdom, is authorised and regulated by the Financial Conduct Authority, is acting exclusively for Porta and no one else in connection with the Merger and will not be responsible to anyone other than Porta for providing the protections afforded to clients of Grant Thornton UK LLP nor for providing advice in relation to the Merger or any other matter or arrangement referred to in this announcement.

Arden Partners plc, which, in the United Kingdom, is authorised and regulated by the Financial Conduct Authority, is acting exclusively for SEC and no one else in connection with the Merger and will not be responsible to anyone other than SEC for providing the protections afforded to clients of Arden Partners plc nor for providing advice in relation to the Merger or any other matter or arrangement referred to in this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on websites

A copy of this announcement is available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on SEC's and Porta's websites at https://www.secglobal.com/investors/proposed-merger-with-porta/ and www.portacomms.com respectively, up to and including the Effective Date.

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

END

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August 30, 2019 02:00 ET (06:00 GMT)