Porta Communications PLC Issue of Additional Consideration Shares (0859X)
February 16 2017 - 5:14AM
UK Regulatory
TIDMPTCM
RNS Number : 0859X
Porta Communications PLC
16 February 2017
16 February 2017
Porta Communications Plc
("Porta", "the Group" or "the Company")
Issue of Additional Consideration Shares
Porta Communications Plc, the international communications and
marketing group, announces that it has issued and allotted a total
of 175,498 ordinary shares of 1p each in the capital of the Company
("Ordinary Shares") to the vendors of ICAS Holdings Limited
("ICAS") under the terms of the sale and purchase agreement ("SPA")
between the vendors of ICAS and the Company dated 10 December
2014.
ICAS was the owner of ICAS Limited, which trades as Publicasity,
Porta's wholly owned PR and digital communications agency
specialising in the food & drink, travel & tourism, retail,
home and fashion sectors.
Under the terms of the SPA, in the event that the highest
average middle market closing price of the Company's Ordinary
Shares did not equal or exceed 10p per ordinary share at any time
during the two-year period following the date of the SPA (the
"Additional Consideration Period"), the vendors of ICAS would be
entitled to additional consideration in the form of Ordinary
Shares, calculated with reference to the difference between 10p and
the highest average middle market closing price of the Company's
Ordinary Shares during the Additional Consideration Period. The
highest average middle market closing price of the Company's
Ordinary Shares during the Additional Consideration Period was
9.875p. Accordingly, the Company is required to issue and allot
175,498 Ordinary Shares (the "Additional Consideration Shares") to
the vendors of ICAS as final consideration for the acquisition.
Application for admission to trading
Application has been made to the AIM Market of the London Stock
Exchange ("AIM") for the Additional Consideration Shares, which
rank pari passu with the Company's existing issued ordinary shares,
to be admitted to trading on AIM. Dealings on AIM are expected to
commence at 8:00 a.m. on or around 21 February 2017
("Admission").
Total Voting Rights
For the purposes of the Financial Conduct Authority's Disclosure
Guidance and Transparency Rules ("DTRs"), following Admission the
issued ordinary share capital of the Company will comprise
322,101,894 Ordinary Shares with voting rights attached (one vote
per share). The Company does not hold any shares in treasury. This
figure of 322,101,894 may be used by the Company's shareholders as
the denominator for the calculation by which they will determine
whether they are required to notify their interest in, or a change
to their interest in the share capital of Porta under the DTRs.
-- ends --
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
Enquiries
Porta Communications Plc
Gene Golembiewski, Finance Director
www.portacomms.com
+44 (0) 20 7680 6500
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
Redleaf PR (Media Enquiries)
Charlie Geller
Sam Modlin
+44 (0) 20 7382 4769
Notes to Editors:
Porta has two divisions:
-- Communications - financial, corporate and consumer public
relations, public affairs and research;
-- Marketing & Advertising - 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, Singapore and Sydney.
The brands and companies it owns are: Newgate Communications,
PPS Group, Redleaf Communications, Publicasity, 13 Communications,
Newgate Sponsorship, 2112 Communications and Summit Marketing
Services.
Porta Communications' corporate website is -
www.portacomms.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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February 16, 2017 06:14 ET (11:14 GMT)
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