TIDMPTCM
RNS Number : 0984B
Porta Communications PLC
04 June 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO
CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH
ANY OFFER WILL BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
4 June 2019
Extension to the deadline under Rule 2.6(c) of the Code
Porta Communications Plc (AIM: PTCM) ("Porta") and SEC S.p.A
(AIM: SECG) ("SEC") previously announced that they had entered into
discussions concerning a potential all-share merger (the "Potential
Merger") of the two companies, which may or may not lead to the
Potential Merger occurring.
In accordance with Rule 2.6(a) of the Code, SEC was required, by
not later than 5.00 p.m. on 4 June 2019, to either announce a firm
intention to make an offer to merge in accordance with Rule 2.7 of
the Code or announce that it did not intend to make an offer, in
which case the announcement would have been treated as a statement
to which Rule 2.8 of the Code applied.
The mutual due diligence process is continuing in order to
advance discussions regarding the possible announcement of a firm
intention to make an offer to merge.
As a consequence, and in accordance with Rule 2.6(c) of the
Code, the Board of Porta requested that the Panel on Takeovers and
Mergers (the "Panel") extend the deadline referred to above to
enable continued discussions to take place. Accordingly, an
extension has been granted by the Panel and SEC must, by no later
than 5.00 p.m. on 2 July 2019, either announce a firm intention to
make an offer to merge in accordance with Rule 2.7 of the Code or
announce that it does not intend to make an offer, in which case
the announcement will be treated as a statement to which Rule 2.8
of the Code applies.
This deadline will only be extended with the consent of the
Panel.
There can be no certainty either that any firm merger offer will
be made or as to the terms on which any offer might be made. This
announcement has been made with the consent of SEC and Porta.
Enquiries
Porta Communications +44 (0) 20 7680
Plc 6550 SEC S.p.A +39 02 62499906
Rhydian Bankes, CFO Fiorenzo Tagliabue,
CEO
www.portacomms.com www.secglobalnetwork.com
Arden Partners
Grant Thornton UK plc (Nominated
LLP (Nominated Adviser +44 (0) 207 383 Adviser and Broker +44 (0) 20 7614
to Porta) 5100 to SEC) 5900
Samantha Harrison Tom Price
Ben Roberts Steve Douglas
Seamus Fricker Maria Gomez de
Olea
Newgate Communications +44 (0) 20 7680
(Media Enquiries) 6550
Bob Huxford
Adam Lloyd
porta@newgatecomms.com
N+1 Singer +44 (0) 20 7496
(Broker to Porta) 3000
Mark Taylor
Lauren Kettle
Notes for Editors: Porta
-- Porta is a fully integrated communications agency, operating
locally, nationally and internationally, 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, Leeds, Edinburgh, Hong Kong, London,
Manchester, Melbourne, Perth, Shanghai, Singapore and Sydney.
-- Further information on Porta Communications is available at www.portacomms.com
-- Further information on Newgate Communications is available at www.newgatecomms.com
Note for Editors: SEC
SEC Global is a partnership of agencies, specialising in
advocacy, public relations and strategic communications,
established 30 years ago in Italy and now spanning Europe and Latin
America with offices in Bari, Berlin, Bogota, Brussels, Edinburgh,
London, Madrid, Milan, Paris, Rome, Turin, Venice, Warsaw. SEC's
team of consultants specialises in advocacy, public relations,
strategic advice.
From 3 August 2017, SEC became one of Porta Communications Plc's
major shareholders and, through Porta's network are able to provide
support and advice to clients in Abu Dhabi, Singapore, Shanghai and
Australia.
-- Further information on SEC spa is available at:
www.secglobalnetwork.com and www.secrp.com and at
https://it.linkedin.com/company/sec-relazioni-pubbliche-e-istituzionali
Disclaimer
Grant Thornton UK LLP, which, in the United Kingdom, is
authorised and regulated by the Financial Conduct Authority, is
acting exclusively and respectively for Porta and no one else in
connection with this announcement and the matters referred to
herein 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 contents of this
announcement and the matters referred to herein.
Arden Partners plc, which, in the United Kingdom, is authorised
and regulated by the Financial Conduct Authority, is acting
exclusively and respectively for SEC and no one else in connection
with this announcement and the matters referred to herein and will
not be responsible to anyone other than SEC respectively for
providing the protections afforded to clients of Arden Partners plc
nor for providing advice in relation to the contents of this
announcement and the matters referred to herein.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities, or the solicitation of any
vote or approval in any jurisdiction. Any offer (if made) will be
made solely by certain offer documentation which will contain the
full terms and conditions of any offer (if made). This announcement
has been prepared in accordance with English law and the Code on
Takeovers and Mergers (the "Code") and information disclosed may
not be the same as that which would have been prepared in
accordance with the laws of jurisdictions outside of the United
Kingdom.
The release, distribution or publication of this announcement in
jurisdictions other than the UK may be restricted by law and
therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about and
observe any applicable requirements.
Dealing disclosure requirements
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) of the Code applies must be made by no
later than 3.30 pm (London time) on the 10th business day following
the commencement of the offer period and, if appropriate, by no
later than 3.30 pm (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) of the Code
applies must be made by no later than 3.30 pm (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 of the Code.
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 of
the Code).
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 +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at www.portacomms.com and
www.secglobalnetwork.com by no later than 12 noon (London time) on
5 June 2019. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
MAR
The information contained within this announcement is considered
by the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 ("MAR"). Upon the
publication of this announcement via a Regulatory Information
Service, this inside information will be considered to be in the
public domain.
The person responsible for arranging the release of this
announcement on behalf of Porta is Rhydian Bankes, Group CFO.
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 rns@lseg.com or visit www.rns.com.
END
MSCKMGGVGDFGLZM
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June 04, 2019 07:01 ET (11:01 GMT)
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