TIDMSECG TIDMPTCM
RNS Number : 7070E
SEC S.p.A
05 July 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 OF SUCH JURISDICTION
SEC S.p.A.
("SEC" or the "Company")
Proposed issue of up to 10,748,374 SEC Shares in connection with
the recommended all-share merger of SEC S.p.A and Porta
Communications Plc to be implemented by means of a Scheme of
Arrangement under Part 26 of the Companies Act 2006 and the
associated Conversion Shares Exchange
Admission of the Enlarged Share Capital to trading on AIM
and
Notice of General Meeting
SEC (AIM: SECG), announces that further to its announcement of
11 June 2019, it will publish today an admission document in
connection with the proposed merger of Porta Communications Plc, to
be effected by means of a Court-sanctioned scheme of
arrangement.
The Merger will constitute a reverse takeover under the AIM
Rules for Companies and as such is conditional, inter alia, on
approval by SEC Shareholders which will be sought at a general
meeting of the Company to be held on 22 July 2019, notice of which
is set out in the SEC Shareholder Circular to be published and made
available to shareholders today.
Consideration in respect of the Merger will be satisfied by the
issue of the SEC Shares and Admission is expected to occur, and
dealings in the Enlarged Share Capital commence, on AIM at 8:00 am
on 4 September 2019.
The Admission Document and the SEC Shareholder Circular will be
made available today to download from the Company's website
(www.secglobal.com/investors). Details on the Combined Group are
set out in the Admission Document.
The Scheme Document, explaining the background to, and the
details of, the Merger, will be made available to Porta
Shareholders on 5 July 2019 in order to seek their support for and
approval of the Merger.
For more information:
SEC S.p.A
Fiorenzo Tagliabue (CEO)
Telephone: +39 335 6008858
Arden Partners plc (Nominated adviser and broker)
Tom Price / Steve Douglas / Benjamin Cryer / Maria Gomez de
Olea
Telephone: +44 (0) 20 7614 5900
Admission Statistics
Number of Existing Ordinary Shares 13,502,533
Number of SEC Shares to be issued pursuant to the
Scheme 4,755,162
Number of SEC Shares to be issued pursuant to the
Conversion Shares Undertaking 5,993,212
Total number of New Ordinary Shares in issue on
Admission 24,250,907
Expected market capitalisation of the Company on GBP18.2 million
Admission*
Percentage of the Enlarged Share Capital represented 55.68 per cent.
by the Existing Ordinary Shares
Percentage of the Enlarged Share Capital represented 19.61 per cent.
by the SEC Shares to be Issued pursuant to the
Scheme
Percentage of Enlarged Share Capital represented 24.71 per cent.
by the SEC Shares to be issued pursuant to the
Conversion Shares Undertaking
ISIN Code IT0005200453
SEDOL Code BDHFR74
TIDM SECG
* Based on the closing price per SEC Share of GBP0.75 on 3 July
2019 being the latest practicable date prior to the date of this
document and the expected Enlarged Share Capital assuming that
4,755,162 New SEC Shares are issued pursuant to the Merger and
5,993,212 Mergeror Exchange Shares are issued to RGL.
Expected Timetable of Principal Events
Merger Announcement released 11 June 2019
Date of the SEC General Meeting 22 July 2019
Date of the Porta Meetings 29 July 2019
Court Hearing to sanction the Scheme 2 September 2019
Effective Date 3 September 2019
Admission expected to become effective
and dealings expected to commence in the 8.00 a.m. on 4 September
Enlarged Share Capital on AIM 2019
Settlement of entitlements to SEC CDIs
through CREST (in respect of Scheme Shares
held in uncertificated form) and crediting
of SEC CDIs to Corporate Nominee Facility
accounts (in respect of Scheme Shares held Within 14 days of the
in certificated form) Effective Date
Notes:
1. Unless otherwise stated, all references to time in this
document and in the above timetable are to the time in London,
United Kingdom.
2. These times and dates are indicative only and will depend,
among other things, on the date on which the Conditions are satis
ed or, if capable of waiver, waived and therefore the date on which
the Court sanctions the Scheme. The timetable is also dependent on
when the Court Order sanctioning the Scheme is delivered to the
Registrar of Companies. If any of the details contained in the
timetable above should change, the revised times and dates will be
noti ed to SEC Shareholders by means of an announcement through a
Regulatory Information Service.
3. Events listed in the timetable above are conditional upon,
amongst other things, the passing at the SEC General Meeting of the
SEC Resolutions.
Summary of the Merger
On 11 June 2019, the boards of Porta and SEC announced that they
had agreed the terms of a recommended merger pursuant to which SEC
intends to acquire the entire issued and to be issued ordinary
share capital of Porta. Subject to the satisfaction, or where
applicable, waiver of the Conditions, it is expected that the
Merger, which is to be effected by means of a court sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006, will
become Effective on or around 3 September 2019 and that Admission
of the Combined Group will take place on or around 4 September
2019.
The Merger constitutes a reverse takeover under the AIM Rules
for Companies and as such is conditional, inter alia, on approval
by SEC Shareholders which will be sought at a general meeting of
the Company to be held on 22 July 2019, notice of which is set out
in the SEC Shareholder Circular.
The purpose of the Admission Document is to explain the
background to and the reasons for the Merger, to explain why the
Board considers the Merger and the Conversion Shares Exchange to be
in the best interests of the Company and the SEC Shareholders as a
whole and why the Directors unanimously recommend that SEC
Shareholders vote in favour of the SEC Resolutions to be proposed
at the SEC General Meeting.
SEC Shareholders should also read the SEC Shareholder Circular
which contains important information relating to the issue of new
Ordinary Shares in the Company pursuant to the Merger and the issue
of New SEC Shares in the Company pursuant to the Conversion Shares
Undertaking.
The Scheme Document, explaining the background to, and the
details of, the Merger, will be posted to Porta Shareholders on 5
July 2019 in order to seek their approval in respect of the Merger
at the Court Meeting and at the Porta General Meeting. The Scheme
Document also explains the reasons why the Recommending Porta
Directors consider the terms of the Merger to be fair and
reasonable.
General Meeting
Notice of the General Meeting is set out in the SEC Shareholder
Circular. The General Meeting will be held at the offices of
Company's registered office in Milan, Via Ferrante Aporti, 8, on 22
July 2019, at 11.30 a.m., on first call and, if necessary, on
second call on 23 July 2019, at the same time and place.
The Merger constitutes a 'reverse takeover' under the AIM Rules
for Companies by virtue of the size of Porta relative to the
Company and it is therefore subject to the approval of SEC
Shareholders. Such approval is being sought by way of an ordinary
resolution to be proposed at the General Meeting.
An extraordinary resolution will seek approval to authorise the
change of name from SEC S.p.A. to SEC Newgate S.p.A.
The General Meeting will convene to discuss and resolve on the
following:
Ordinary Meeting
1. Deliberations regarding the appointment of the directors
subject to the acquisition of the whole share capital of Porta
Communications Plc. Related and consequent resolutions.
2. Determination of the remuneration of the non-executive
members of the Board of Directors. Related and consequent
resolutions.
3. Authorisation by the Board of Directors of SEC S.p.A. to
carry out the acquisition of the entire issued, and to be issued,
share capital of Porta (with the exception of the Porta shares
already owned by the Company), as a "reverse takeover" transaction,
pursuant to Article 13 of the By-laws and Rule 14 of the AIM Rules
for Companies. Related and consequent resolutions.
Extraordinary Meeting
1. Proposal for change of SEC S.p.A. name from "SEC" to "SEC
Newgate" and consequent amendment of Article 1 of the By-laws.
Related and consequent resolutions.
2. Proposal for a share capital increase, on a divisible basis,
against payment, with pre-emptive rights excluded, pursuant to
Article 2441, paragraph 4, first sentence, of the Italian Civil
Code, for a total amount of Euro 4,837,902, including surcharge, by
means of the issue of 4,755,162 Ordinary Shares, with regular
dividend entitlement and having the same characteristics of the
shares already in circulation at the issue date, to be paid up
through the contribution in kind of shares of Porta. Consequent
amendment of Article 6 of the By-laws. Related and consequent
resolutions.
3. Proposal for a share capital increase, on a divisible basis,
against payment, with pre-emptive rights excluded, pursuant to
Article 2441, paragraph 4, first sentence, of the Italian Civil
Code, for a total amount of Euro 6,097,494, including surcharge, by
means of the issue of 5,993,212 Ordinary Shares, with regular
dividend entitlement and having the same characteristics of the
Ordinary Shares already in circulation at the issue date, to be
paid up through the contribution in kind of the shares of Porta by
RGL. Consequent amendment of Article 6 of the By-laws. Related and
consequent resolutions.
4. Proposal to authorise the Board of Directors, pursuant to
Article 2443 of the Italian Civil Code, to increase the share
capital of the Company, with pre-emptive rights excluded pursuant
to Article 2441, paragraph 4, first part, of the Italian Civil
Code. Related and consequent resolutions.
SEC Shareholders have the right to attend, speak and vote at the
General Meeting (or, if they are not attending the meeting, to
appoint someone else as their proxy to vote on their behalf). If
the General Meeting is adjourned, only those SEC Shareholders on
the register 48 hours before the time of the adjourned General
Meeting (excluding any part of a day that is not a Business Day)
will be entitled to attend, speak and vote or to appoint a
proxy.
Admission and Settlement
If the resolutions are duly passed at the SEC General Meeting
and Porta General Meeting, the admission of the Existing Ordinary
Shares to trading on AIM will be cancelled (immediately prior to
Admission) and application will be made to the London Stock
Exchange for the Enlarged Share Capital to be admitted to trading
on AIM. Admission is expected to take place at 8.00 a.m. on 4
September 2019.
Dilution
If the Merger becomes Effective and the Merger is completed, it
is expected that up to 10,748,374 SEC Shares (subject to the
rounding of fractional entitlements) will be issued. This will
result in the issued ordinary share capital increasing by
approximately 79.6 per cent.. SEC Shareholders will suffer an
immediate dilution as a result of the Merger, following which they
will hold approximately 55.7 per cent. of the Enlarged Share
Capital.
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context otherwise requires:
"Admission" the admission of the Enlarged Share Capital
to trading on AIM becoming effective
in accordance with the AIM Rules for
Companies
"Admission Document" this document, published by SEC in connection
with the Merger, the Conversion Shares
Exchange and for the purposes of Admission
"Board" the board of directors of the Company
from time to time
"Combined Group" the combined group immediately following
the completion of the Merger, comprising
the Existing Group and the Porta Group
"Conversion Shares" 530,372,743 Porta Shares to be allotted
to RGL by Porta in connection with the
RGL Debt Conversion
"Conversion Shares Exchange" the sale and purchase of the Conversion
Shares by RGL to SEC in accordance with
the provisions of the New Articles and
the Conversion Shares Undertaking
"Conversion Shares the undertaking given by SEC in favour
Undertaking" of RGL in respect of the sale and purchase
of the Conversion Shares by RGL in exchange
for the allotment of the Merger or Exchange
Shares
"Court" the High Court of Justice of England
and Wales
"Effective" in the context of the Merger:
(i) if the Merger is implemented by way
of the Scheme, the Scheme having become
effective in accordance with its terms;
or
(ii) if the Merger is implemented by
way of a Takeover Offer, the Takeover
Offer having been declared or become
unconditional in all respects
"Effective Date" the date on which the Scheme Court Order
is delivered to the Registrar of Companies
"Enlarged Share Capital" the issued SEC Shares following Admission
comprising the Existing Ordinary Shares,
the New SEC Shares and the Merger or
Exchange Shares
"Excluded Shares" any Porta Shares:
a. bene cially owned by SEC or any other
member of the SEC Group; and
b. held by Porta in treasury
"Existing Group" the Company and its subsidiaries at the
date of the Admission Document
"Existing Ordinary Shares" the SEC Shares in issue as at the date
or "Existing Share Capital" of the Admission Document
"Merger" the proposed acquisition by SEC of the
entire issued and to be issued ordinary
share capital of Porta (not already held
by or on behalf of SEC), to be implemented
by way of the Scheme or (should SEC so
elect, subject to the consent of the
Panel) by way of a Takeover Merger
"Merger Announcement" means the announcement made by SEC and
Porta on 11 June 2019 regarding the Merger
and the Scheme and made pursuant to Rule
2.7 of the Code
"New Articles" the Articles of Association of Porta
to be adopted by Porta in conjunction
with Merger, if approved by the requisite
majority at the Porta General Meeting
"New SEC Shares" the new SEC Shares which are to be allotted
and issued pursuant to the Merger
"Offeror Exchange Shares" 5,993,212 SEC Shares, being SEC Shares,
which are to be issued to RGL in connection
with the Conversion Shares Exchange
"Panel" the UK Panel on Takeovers and Mergers
"Porta" Porta Communications plc, a company incorporated
in England and Wales with registered
number 05353387
"Porta Directors" or the directors of Porta as at the date
"Porta of this document or, where the context
Board" so requires, the directors of Porta from
time to time
"Porta General Meeting" the general meeting of Porta Shareholders
to be convened in
connection with the Scheme and the Merger,
notice of which is set out in the Scheme
Document, including any adjournment thereof
"Porta Group" Porta, its subsidiaries and subsidiary
undertakings from time to time
"Porta Independent Directors" the Porta Directors, save for Fiorenzo
Tagliabue
"Porta Meetings" the Court Meeting and the Porta General
Meeting
"Porta Shares" the ordinary shares of one pence each
in the capital of Porta
"Recommending Porta the Porta Independent Directors
Directors"
"RGL" Retro Grand Limited, a company incorporated
in the British Virgin Islands with registered
number 373821
"RGL Debt Conversion" the conversion of the Relevant Debt into
the Conversion Shares
"Scheme" the proposed scheme of arrangement under
Part 26 of the Act between Porta and
the Scheme Shareholders, with or subject
to any modi cation, addition or condition
approved or imposed by the Court and
agreed to by Porta and SEC
"Scheme Court Order" the order of the Court sanctioning the
Scheme under Part 26 of the Act
"Scheme Document" the document sent by Porta to (among
others) Porta Shareholders and persons
with information rights containing and
setting out, amongst other things, the
Scheme, the full terms and conditions
of the Scheme and the notices convening
the Porta Meetings and associated forms
of proxy
"Scheme Record Time" the time and date speci ed in the Scheme
Document, expected to be 6.00 p.m. on
the Business Day immediately prior to
the Effective Date
"Scheme Shares" Porta Shares:
a. in issue at the date of the Scheme
Document;
b. (if any) issued after the date of
the Scheme Document, but before the Voting
Record Time; and
c. (if any) issued at or after the Voting
Record Time and before the Scheme Record
Time, either on terms that the original
or any subsequent holders thereof shall
be bound by the Scheme or in respect
of which the holders thereof shall have
agreed in writing to be bound by the
Scheme,
but in each case other than the Excluded
Shares
"SEC CDI" a CDI representing an entitlement to
one SEC Share
"SEC General Meeting" the general meeting of SEC to be convened
in connection with the Merger and the
Conversion Shares Exchange, notice of
which is set out in the SEC Shareholder
Circular, including any adjournment thereof
"SEC Resolutions" the resolutions set out in SEC Shareholder
Circular in respect of and in connection
with the approval of the Merger, the
approval of the allotment of the New
SEC Shares and the approval of the Offeror
Exchange Shares
"SEC Shares" or "Ordinary Ordinary Shares of no expressed par value
Shares" in the capital of SEC
"SEC Shareholders" the registered holders of SEC Shares
from time to time
"SEC Shareholder Circular" the circular to be published by SEC in
connection with the Merger and containing
notice of the SEC General Meeting
"Takeover Offer" a takeover offer as de ned in Part 28
of the Act
"Voting Record Time" the date and time speci ed in the Scheme
Document
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
FURQELFBKDFLBBK
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July 05, 2019 12:30 ET (16:30 GMT)
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