Porta Communications PLC Issue of Shares (4909U)
October 25 2017 - 1:00AM
UK Regulatory
TIDMPTCM
RNS Number : 4909U
Porta Communications PLC
25 October 2017
25 October 2017
Porta Communications Plc
("Porta" or the "Company" or the "Group")
Issue of Shares
Porta Communications Plc (AIM: PTCM) announces that it has
allotted and issued, conditional only on Admission, 5,503,156 new
ordinary shares of GBP0.01 each in the capital of the Company
("Ordinary Shares"), under the terms of a guarantee given by the
Company pursuant to the terms of a GBP1m vendor loan note (the
"Vendor Loan Note") issued by Capital Access Holdings Limited
("Capital Access") (an associate of the Company) to certain
noteholders.
As announced on 28 July 2015, Porta acquired a 29.5 per cent
holding in Capital Access in a non-cash transaction in which Porta
guaranteed a maximum of GBP2m of debt, being GBP1m of the debt
raised by Capital Access from a third party and GBP1m of vendor
loan notes issued to fund the acquisition of Broker Profile by
Capital Access; with any call on the guarantees to be satisfied by
the issue of Porta shares at that time.
Since the date Capital Access acquired Broker Profile, Capital
Access has repaid GBP500,000 of the Vendor Loan Note in cash but,
as stated and provided for in the Company's interim results
announcement (dated 29 September 2017), the final instalment of
GBP550,316, which fell due in July 2017 will be satisfied by the
issue of new shares in the Company under the terms of the
guarantee.
The guarantee on the Vendor Loan Note requires Porta to issue
Ordinary Shares at the average middle market closing price of the
Company's Ordinary Shares for the 10 business days prior to the
date of issue and allotment, subject to a minimum value per
Ordinary Share of GBP0.10. As a result, 5,000,000 Ordinary Shares
have been allotted to satisfy the outstanding principal sum of
GBP500,000, and a further 503,156 Ordinary Shares have been
allotted to satisfy the GBP50,316 outstanding accrued interest on
the Vendor Loan Note.
The Vendor Loan Note, guaranteed by the Company, has now been
settled in full.
Application for admission to trading on AIM
Application has been made to the AIM market of the London Stock
Exchange ("AIM") for 5,503,156 new Ordinary 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 30 October 2017
("Admission").
Total Voting Rights
For the purposes of the Financial Conduct Authority's Disclosure
Guidance and Transparency Rules ("DTRs"), following Admission the
issued share capital of the Company will comprise 456,936,050
Ordinary Shares with voting rights attached (one vote per share).
The Company does not hold any shares in treasury. This figure of
456,936,050 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
Rhydian Bankes, CFO
Gene Golembiewski, Executive Director
+44 (0) 20 7680 6550
Grant Thornton UK LLP (Nominated Adviser)
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
This information is provided by RNS
The company news service from the London Stock Exchange
END
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