SEC S.p.A Form 8 (OPD) (Porta Communications plc) (1691X)

TIDMSECG TIDMPTCM

RNS Number : 1691X

SEC S.p.A

26 April 2019

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

   1.         KEY INFORMATION 
 
 (a) Full name of discloser:                                                                  SEC S.p.A 
 (b) Owner or controller of interests and short positions disclosed, if different from        None 
 1(a): 
 The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), 
 settlor and beneficiaries must be named. 
                                                                                             ------------------------- 
 (c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Porta Communications plc 
  Use a separate form for each offeror/offeree 
                                                                                             ------------------------- 
 (d) Is the discloser the offeror or the offeree?                                             OFFEROR 
                                                                                             ------------------------- 
 (e) Date position held:                                                                      25 April 2019 
  The latest practicable date prior to the disclosure 
                                                                                             ------------------------- 
 (f) In addition to the company in 1(c) above, is the discloser making disclosures in         YES- SEC S.p.A 
 respect 
 of any other party to the offer? 
 If it is a cash offer or possible cash offer, state "N/A" 
                                                                                             ------------------------- 
 
   2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 
 Class of relevant security:                                                               Ordinary Shares 
                                                                                    Interests         Short positions 
                                                                               -------------------  ------------------ 
                                                                                  Number       %       Number      % 
                                                                               -----------  ------  -----------  ----- 
 (1) Relevant securities owned and/or controlled:                               85,714,286   16.92      None      N/A 
                                                                               -----------  ------  -----------  ----- 
 (2) Cash-settled derivatives:                                                     None       N/A       None      N/A 
                                                                               -----------  ------  -----------  ----- 
 (3) Stock-settled derivatives (including options) and agreements to               None       N/A       None      N/A 
 purchase/sell: 
                                                                               -----------  ------  -----------  ----- 
 
   TOTAL:                                                                       85,714,286   16.92      None      N/A 
                                                                               -----------  ------  -----------  ----- 
 

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

   (b)        Rights to subscribe for new securities 
 
 Class of relevant security in relation to which             Convertible Loan - up to 98,646,375 ordinary shares 
 subscription right exists: 
 Details, including nature of the rights concerned and 
 relevant percentages:                                        Agreement with Porta Communications plc write a 
                                                              GBP1,000,000 Convertible Loan (subject to 
                                                              Porta General Meeting approval on 26/04/2019) with a 
                                                              Conversion Price of GBP0.010137 and a 
                                                              5% coupon. Convertible for up to 98,646,375 ordinary 
                                                              shares. 
                                                            ---------------------------------------------------------- 
 
   3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE 
 
 Details of any interests, short positions and rights to subscribe (including directors' and 
  other employee options) of any person acting in concert with the party to the offer making 
  the disclosure: 
 
   None 
 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

   4.         OTHER INFORMATION 
   (a)        Indemnity and other dealing arrangements 
 
 Details of any indemnity or option arrangement, or any agreement or understanding, formal 
  or informal, relating to relevant securities which may be an inducement to deal or refrain 
  from dealing entered into by the party to the offer making the disclosure or any person acting 
  in concert with it: 
  Irrevocable commitments and letters of intent should not be included. If there are no such 
  agreements, arrangements or understandings, state "none" 
 
   None 
 
   (b)        Agreements, arrangements or understandings relating to options or derivatives 
 
 Details of any agreement, arrangement or understanding, formal or informal, between the party 
  to the offer making the disclosure, or any person acting in concert with it, and any other 
  person relating to: 
  (i) the voting rights of any relevant securities under any option; or 
  (ii) the voting rights or future acquisition or disposal of any relevant securities to which 
  any derivative is referenced: 
  If there are no such agreements, arrangements or understandings, state "none" 
 
   None 
 
   (c)        Attachments 

Are any Supplemental Forms attached?

 
 Supplemental Form 8 (Open Positions)   NO 
 Supplemental Form 8 (SBL)              NO 
                                       --- 
 
 
 Date of disclosure:    26/04/2019 
 Contact name:          Fiorenzo Tagliabue 
                       ------------------- 
 Telephone number:      [phone] 
                       ------------------- 
 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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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April 26, 2019 02:01 ET (06:01 GMT)