TIDMPTCM TIDMSECG
RNS Number : 7057E
Porta Communications PLC
05 July 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
FOR IMMEDIATE RELEASE
The information communicated in this announcement contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) No. 596/2014.
5 July 2019
Recommended All-share merger
of
Porta Communications plc ("Porta")
and
SEC S.p.A. ("SEC")
to be effected by means of a scheme of arrangement under Part 26
of the Companies Act 2006 by Porta
Publication and posting of Scheme Document
On 10 April 2019, the Porta Board announced that it was in
preliminary talks with SEC regarding a potential all-share merger
which may or may not lead to an offer being made for Porta. On 11
June 2019, it was announced that the SEC Board and the Porta Board
had reached agreement on the terms of a recommended merger
("Merger") pursuant to which SEC will acquire the entire issued and
to be issued ordinary share capital of Porta Communications plc
(the "Announcement"), to be effected by means of a Court-sanctioned
scheme of arrangement ("Scheme") between Porta and the Scheme
Shareholders under Part 26 of the Companies Act.
The Merger is classified as a reverse takeover for SEC under the
AIM Rules and will therefore require the approval of the SEC
Shareholders at the SEC General Meeting.
Porta is pleased to announce that the scheme document containing
the full terms and conditions of the Merger, a notice of a meeting
of the shareholders of Porta convened by the Court to approve the
Scheme (the "Court Meeting") and a notice of a general meeting of
Porta (the "Porta General Meeting") (the "Scheme Document"),
together with Forms of Proxy and Form of Election and notes
accompanying such Form of Election relating to the Court Meeting
and the General Meeting, are being published today and sent to
Porta Shareholders and, for information only, to persons with
information rights.
The Scheme Document, which sets out amongst other things, a
letter from the Chairman of Porta, the full terms and conditions of
the Scheme, an explanatory statement pursuant to section 897 of the
Companies Act 2006, an indicative timetable of principal events,
notices of the required meetings and details of the action to be
taken by Porta Shareholders, will be made available on Porta's
website www.portacomms.com up to and including the Effective Date.
The contents of this website are not incorporated into, and do not
form part of, this announcement.
For the reasons set out in Scheme Document, the Porta
Independent Directors, who have been so advised by Grant Thornton
as to the financial terms of the Merger, consider the terms of the
Merger to be fair and reasonable. In providing their financial
advice to the Porta Independent Directors, Grant Thornton has taken
into account the commercial assessments of the Porta Independent
Directors. Grant Thornton is providing independent financial advice
to the Porta Independent Directors for the purposes of Rule 3 of
the Code.
Accordingly, the Porta Independent Directors unanimously
recommend that Porta Shareholders vote in favour of the Scheme at
the Court Meeting and the resolutions to be proposed at the Porta
General Meeting as all Porta Independent Directors holding Porta
Shares have irrevocably undertaken to do so in respect of their own
holdings of Porta Shares, being a total of 34,433,427 Porta Shares,
(representing, in aggregate, approximately 6.80 per cent. of the
ordinary share capital of Porta in issue on 7 July 2019 (being the
latest practicable date prior to the date of the
Announcement)).
Notices of Court Meeting and General Meeting
As described in the Scheme Document, to become effective, the
Scheme will require, amongst other things, the approval of Porta
Shareholders at the Court Meeting, the passing of the resolution to
approve the Scheme at the Porta General Meeting and the subsequent
sanction of the Court. The Scheme is also subject to the
satisfaction or waiver of certain conditions and further terms that
are set out in the Scheme Document.
Notices of the Court Meeting and the General Meeting, which will
be held at the offices of Osborne Clarke LLP, One London Wall,
London EC2Y 5EB on 29 July 2019, are set out in the Scheme
Document. The Court Meeting will commence at 11.00 a.m. (London
time) and the General Meeting at 11.15 a.m. (London time) (or, if
later, as soon as the Court Meeting has concluded or been
adjourned).
Timetable
The Scheme Document contains an expected timetable of principal
events relating to the Scheme, which is also attached as an
Appendix to this announcement. Subject to obtaining the approval of
Porta Shareholders at the Court Meeting and the Porta General
Meeting, the sanction of the Court and the satisfaction or, where
applicable, waiver of the other conditions (as set out in part 3 of
the Scheme Document), the Scheme is expected to become effective on
3 September 2019.
If any of the key dates set out in the expected timetable
change, an announcement will be made through a Regulatory
Information Service and any such announcement will be made
available on Porta's website at www.portacomms.com.
If the Scheme is approved as outlined above, it is expected that
Porta Shares will be delisted from AIM by 8:00 a.m. (UK time) on 4
September 2019.
The Directors of Porta accept responsibility for the information
contained in this announcement. To the best of their knowledge and
belief (having taken all reasonable care to ensure such is the
case), the information contained in this announcement is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
Unless otherwise defined, all capitalised terms in this
announcement shall have the meaning given to them in the Scheme
Document.
For further information please contact:
Enquiries
SEC S.p.A +39 02.624999.1
Fiorenzo Tagliabue, CEO
www.secglobalnetwork.com
Porta Communications plc +44 (0)20 7680 6550
Rhydian Bankes, CFO
www.portacomms.com
Arden Partners plc +44 (0)20 7614 5900
(Financial Adviser, Nominated Adviser
and Broker to SEC)
Tom Price
Steve Douglas
Benjamin Cryer
Maria Gomez de Olea
Grant Thornton UK LLP +44 (0)20 383 5100
(Financial Adviser and Nominated
Adviser to Porta)
Philip Secrett
Samantha Harrison
Ben Roberts
Seamus Fricker
N+1 Singer +44 (0)20 7496 3000
(Broker to Porta)
Mark Taylor
Lauren Kettle
Disclaimers
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. Grant Thornton UK
LLP has given and not withdrawn its consent to the inclusion in
this announcement of reference to its advice to the Porta Directors
in the form and context in which it appears.
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 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. Arden Partners plc has given
and not withdrawn its consent to the inclusion in this announcement
of reference to its advice to the SEC Directors in the form and
context in which it appears.
IMPORTANT NOTES
Publication of certain documents in connection with the
Merger
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore persons into whose possession this announcement
comes should inform themselves about and observe any applicable
restrictions or requirements. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent possible, the
companies involved in the Merger disclaim any responsibility or
liability for the violation of such requirements by any person.
This announcement has been prepared for the purposes of complying
with English law, the Code, the rules of the London Stock Exchange
and the AIM Rules and the information disclosed may not be the same
as that which would have been disclosed if this announcement had
been prepared in accordance with the laws and regulations of any
jurisdiction outside England and Wales.
This announcement is for information purposes only. It is not
intended to and does not constitute, an offer or form part of any
offer or an invitation to purchase, subscribe for, sell or issue,
any securities or a solicitation of any offer to purchase,
subscribe for, sell or issue any securities pursuant to this
announcement or otherwise in any jurisdiction in which such offer
or solicitation is unlawful. This announcement does not comprise a
prospectus or a prospectus equivalent document. The Merger will be
effected solely by means of the Scheme Document which, together
with the Forms of Proxy, will contain the full terms and conditions
of the Merger, including details of how to vote in respect of the
Scheme.
It is expected that the Scheme Document (including notices of
the Porta Meetings), together with (in the case of Porta
Shareholders who hold their shares in certificated form) the
relevant Forms of Proxy, will be issued to Porta Shareholders as
soon as is reasonably practicable and in any event within 28 days
of this announcement, unless otherwise agreed with the Panel.
It is expected that the Admission Document and the SEC Circular
will be made available to SEC Shareholders at or around the same
time as the Scheme Document is made available to Porta
Shareholders.
Those documents will also be made available at the same time on
SEC's website at
https://www.secglobal.com/investors/proposed-merger-with-porta/ and
on Porta's website at www.portacomms.com. Notwithstanding the
above, those documents will not be posted into, or made available
within, a Restricted Jurisdiction and may not be capable of being
accessed by Restricted Overseas Persons. Porta urges Porta
Shareholders to read the Scheme Document, when it becomes
available, in its entirety because it will contain important
information in relation to the Merger. Any vote in respect of the
Scheme or other response in relation to the Merger should be made
only on the basis of the information contained in the Scheme
Document.
SEC urges SEC Shareholders to read the Admission Document and
the SEC Circular, when they become available, in their entirety
because they will contain important information in relation to the
Merger. Any vote by SEC Shareholders in respect of the Merger or
other response in relation to the Merger should be made only on the
basis of the information contained in the Admission Document and
the SEC Circular.
The statements contained herein are made as at the date of this
announcement, unless some other time is specified in relation to
them, and service of this announcement shall not give rise to any
implication that there has been no change in the facts set forth
herein since such date. Nothing contained in this announcement
shall be deemed to be a forecast, projection or estimate of the
future financial performance of Porta or, or of SEC or of the
Combined Group, except where otherwise stated.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Porta Shares in respect of the Scheme at the Porta
Meetings, to execute and deliver Forms of Proxy appointing another
to vote at the Porta Meetings on their behalf, may be affected by
the laws of the relevant jurisdictions in which they are located.
This announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
Copies of this announcement and any formal documentation
relating to the Merger are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction and persons receiving
such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send them in or into
or from any Restricted Jurisdiction. If the Merger is implemented
by way of a Takeover Offer (unless otherwise permitted by
applicable law and regulation), the Takeover Offer may not be made,
directly or indirectly, in or into, or by the use of mails or any
means or instrumentality (including, but not limited to, facsimile,
email or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of any Restricted
Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or
facilities.
Please be aware that addresses, electronic addresses and certain
other information provided by Porta Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Porta may be provided to SEC during the Offer
Period as required under Section 4 of Appendix 4 of the Code.
Notice to Hong Kong investors
WARNING
The contents of this document have not been reviewed by any
regulatory authority in Hong Kong. You are advised to exercise
caution in relation to the offer. If you are in any doubt about any
of the contents of this document, you should obtain independent
professional advice.
This document is not to be released, issued, copied, published
or distributed, in whole or in part, directly or indirectly to any
person in Hong Kong who is not a shareholder of Porta at the date
hereof.
Notice to Australian investors
The Merger relates to the shares of a UK company and is to be
made by means of a scheme of arrangement provided for under English
company law. The offer of SEC Shares under the scheme of
arrangement will be made in Australia in reliance on the relief
from the requirements of Chapter 6D of the Corporations Act 2001
(Cth) granted by ASIC Corporations (Compromises or Arrangements)
Instrument 2015/358. Accordingly, this announcement is not a
prospectus or other disclosure document for the purposes of Chapter
6D of the Corporations Act 2001 (Cth) and no such prospectus or
other disclosure document will be provided to Australian investors
in connection with the Merger. The Merger is subject to the
disclosure requirements and practices applicable in the UK to
schemes of arrangement, which may differ from the requirements of
Australian schemes of arrangement. However, if SEC exercises its
right, in the circumstances provided for in this Announcement, to
implement the Merger by way of a Takeover Offer, any offer of
securities in connection with such Takeover Offer will only be made
in Australia if an exemption or relief from the requirements to
issue a prospectus or other disclosure document under Chapter 6D of
the Corporations Act 2001 (Cth) is available.
Notice regarding financial information
The financial information included in this announcement relating
to Porta has been prepared in accordance with accounting standards
applicable in the United Kingdom that may not be comparable to the
financial statements of US or Australian companies (or companies in
any other jurisdiction). US generally accepted accounting
principles ("US GAAP") and Australian generally accepted accounting
principles differ in certain significant respects from each of UK
GAAP and IFRS. None of the financial information in this
announcement has been audited in accordance with auditing standards
generally accepted in the United States or Australia, or the
auditing standards of the Public Company Accounting Oversight Board
(United States) or the Auditing and Assurance Standards Board
(Australia).
Cautionary note regarding forward-looking statements
This announcement, including certain information incorporated by
reference, contains certain forward-looking statements with respect
to the financial condition, results of operations and business of
Porta or the Porta Group and SEC or the SEC Group and certain plans
and objectives of the Porta Board and the SEC Board. These
forward-looking statements can be identified by the fact that they
do not relate to historical or current facts. Forward looking
statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could" or other words of similar
meaning. These statements are based on assumptions and assessments
made by the Porta Board and the SEC Board in the light of their
experience and their perception of historical trends, current
conditions, expected future developments and other factors they
believe appropriate. By their nature, forward-looking statements
involve risk and uncertainty and the factors described in the
context of such forward-looking statements in this announcement
could cause actual results and developments to differ materially
from those expressed in or implied by such forward-looking
statements.
Should one or more of these risks or uncertainties materialise,
or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this announcement.
Except as required by the FCA, the London Stock Exchange, the AIM
Rules, the Code or any other applicable law, Porta and SEC assume
no obligation to update or correct the information contained in
this announcement.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per ordinary share for SEC or Porta, as appropriate, for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per ordinary
share for SEC or Porta, as appropriate.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent. 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 Takeover Code
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 Takeover Code, any person who is, or
becomes, interested in one per cent. 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(s), except to the extent that these
details have previously been disclosed under Rule 8 of the Takeover
Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the
Takeover Code 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 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 Takeover 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 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.
Publication of this announcement and availability of hard
copies
A copy of this announcement and the display documents required
to be published pursuant to Rule 26.1 and Rule 26.2 of the Code
will be available, 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 by no later than 12 noon on 8 July 2019 until
the end of the Offer Period.
Neither the content of Porta's website nor the content of any
websites accessible from hyperlinks on such website (or any other
websites) are incorporated into, or form part of, this announcement
nor, unless previously published by means of a Regulatory
Information Service, should any such content be relied upon in
reaching a decision regarding the matters referred to in this
announcement.
In addition, a hard copy of this announcement and any
information incorporated by reference in this announcement may be
requested free of charge by contacting Enrico Viganò (+39 02
624999.1) or by writing to him at vigano@secrp.com.
Porta Shareholders may also request that all future documents,
announcements and information to be sent to them in relation to the
Scheme should be in hard copy form.
The Scheme is subject to the provisions of the Code.
Rounding
Certain figures included in this announcement have been subject
to rounding adjustments. Accordingly, figures shown for the same
category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic
aggregation of the figures that precede them.
Inside information and Market Abuse Regulation
Certain Porta Shareholders were, with the consent of the Panel,
formally brought inside in order to discuss giving irrevocable
commitments to vote in favour of the Scheme. That inside
information is set out in this announcement and has been disclosed
as soon as possible in accordance with paragraph 7 of article 17 of
MAR. Therefore, those persons that received inside information in a
market sounding are no longer in possession of inside information
relating to Porta and SEC, and their respective securities.
The person responsible for arranging release of this
announcement on behalf of SEC is Fiorenzo Tagliabue, CEO.
The person responsible for arranging release of this
announcement on behalf of Porta is Rhydian Bankes, CFO.
Status of announcement
This announcement does not constitute a prospectus or prospectus
equivalent document.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out the expected dates
for implementation of the Scheme. All times shown are London times
unless otherwise specified. All dates and times are based on
Porta's and SEC's current expectations and are subject to change.
If any of the dates and / or times in this expected timetable
change, the revised dates and / or times will be notified through a
Regulatory Information Service, with such announcement being made
available on Porta's website at www.portacomms.com
Event Time/Date
2019
SEC General Meeting 11.30 a.m. (CEST)
on 22 July
--------------------------
Latest time for receipt of pink Forms of 11.00 a.m. on 26
Proxy/CREST Proxy instructions for the Court July
Meeting
--------------------------
Latest time for receipt of white Forms of 11.15 a.m. on 26
Proxy/CREST Proxy instructions for the Porta July
General Meeting
--------------------------
Voting Record Time 6.30 p.m. on 26 July
--------------------------
Court Meeting 11.00 a.m. on 29
July
--------------------------
Porta General Meeting 11.15 a.m. on 29
July
--------------------------
The following dates are subject to change
(please see note (4) below)
--------------------------
Latest time for receipt of Corporate Nominee 6.00 p.m. on 1 September
Elections
--------------------------
Scheme Court Hearing to sanction the Scheme 2 September
and Scheme Court Order Date
--------------------------
Last day of dealings in, and for registration 2 September
of transfers of, and disablement in CREST
of, Porta Shares
--------------------------
Suspension of Porta Shares from trading 5.00 p.m. on 2 September
on AIM
--------------------------
Scheme Record Time 6.00 p.m. on 2 September
--------------------------
Effective Date 3 September
--------------------------
Cancellation of admission to trading on By no later than
AIM of Porta Shares 8.00 a.m. on 4 September
--------------------------
Issue of New SEC Shares 4 September
--------------------------
Admission and commencement of dealings in 8.00 a.m. on 4 September
New SEC Shares
--------------------------
Long Stop Date 30 September
--------------------------
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
SOARAMFTMBBMBFL
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July 05, 2019 12:30 ET (16:30 GMT)
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