TIDMPTCM TIDMWFCA
RNS Number : 7204L
Porta Communications PLC
07 September 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE
UNLAWFUL
7 September 2012
RECOMMENDED OFFER
by
PORTA COMMUNICATIONS PLC
for
WFCA PLC
OFFER UNCONDITIONAL AS TO ACCEPTANCES
Introduction
On 17 August 2012, the Porta Board and the Independent WFCA
Directors announced the terms of a recommended all-share offer to
be made by Porta to acquire the entire issued and to be issued
ordinary share capital of WFCA (the "Offer"). The full terms and
conditions of the Offer and the procedures for acceptance were set
out in the offer document issued by Porta on 17 August 2012 (the
"Offer Document").
Terms used in this announcement have the same meanings given to
them in the Offer Document unless stated otherwise. All references
to time in this announcement are to London time.
Porta is pleased to announce that the acceptance condition to
the Offer has been satisfied and that the Offer has become
unconditional as to acceptances. The first closing date of the
Offer is at 1.00 p.m. today 7 September 2012, following which Porta
expects to declare the offer unconditional in all respects.
Level of acceptances
As at 1.00 p.m. on 6 September 2012, Porta had received valid
acceptances of the Offer in respect of 428,697,523 WFCA Shares
(representing approximately 95.94 per cent. of the existing issued
share capital of WFCA), all of which Porta may count towards the
satisfaction of the acceptance condition to the Offer.
As set out in the Offer Document, Porta had received irrevocable
undertakings to accept, or procure the acceptance of, the Offer
from certain WFCA Shareholders. Valid acceptances (all of which are
included in the total of valid acceptances referred to above) have
been received in respect of a total of 370,123,508 WFCA Shares
represented by these undertakings, representing approximately 82.84
per cent. of WFCA's entire existing issued share capital.
Save as set out above, on 6 September 2012 (being the last
practicable date prior to the publication of this announcement),
neither Porta, nor any person acting in concert with Porta has any
right to subscribe for any relevant securities of WFCA nor does any
such person have any short position (whether conditional or
absolute and whether in the money or otherwise), including any
short position under a derivative or any arrangement in relation to
any relevant securities of WFCA. For these purposes, "arrangement"
includes any agreement to sell or any delivery obligation or right
to require another person to purchase or take delivery of any
relevant securities of WFCA and any borrowing or lending of any
relevant securities of WFCA which have not been on-lent or sold and
any outstanding irrevocable commitment or letter of intent with
respect to the WFCA Shares.
The Offer, which remains subject to the terms and conditions set
out in the Offer Document, will remain open for acceptances until
further notice. At least 14 days' notice will be given prior to the
closing of the Offer to those WFCA Shareholders who have not at the
date of that notice accepted the Offer.
WFCA Shareholders who have not yet accepted the Offer are,
therefore, encouraged to do so without delay. Acceptances of the
Offer should be received in accordance with the instructions
contained in the Offer Document. In the case of WFCA Shares held in
certificated form, the Form of Acceptance should be completed and
returned. If you are a holder of WFCA Shares in uncertificated form
(that is in CREST), you should ensure that your TTE Instruction is
settled.
If you are in any doubt about the Offer or as to the action you
should take, you are recommended to seek your own independent
financial advice from a stockbroker, solicitor, accountant or other
independent financial adviser authorised under the Financial
Services and Markets Act 2000. If you are outside the UK, you
should immediately consult an appropriately authorised independent
financial adviser.
Further information
A copy of this announcement will be made available free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Porta's website at
www.portacommunications.plc.uk and WFCA's website at
www.wfca.plc.uk by no later than 12 noon on 10 September 2012.
ENQUIRIES
Porta Communications plc Tel: + 44 (0) 20
7680 6500
David Wright (Chief Executive)
Keith Springall (Finance Director)
Northland Capital Partners Tel: +44 (0) 20
Limited 7796 8800
(Financial Adviser, Nominated
Adviser and Broker to Porta)
Tim Metcalfe / Matthew Johnson
/ Lauren Kettle
WFCA plc Tel: +44 (0) 1892
703 201
Stephen Latter (Finance Director)
Daniel Stewart & Company plc Tel: +44 (0) 20
(Rule 3 Adviser, Nominated 7776 6550
Adviser and Broker to WFCA)
David Hart / James Felix
The Porta Directors accept responsibility for the information
contained in this announcement. To the best of the knowledge and
belief of the Porta Directors (who have taken all reasonable care
to ensure that 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.
Northland Capital Partners Limited, which is authorised and
regulated in the United Kingdom by the FSA is acting exclusively
for Porta and no one else in connection with the Offer and will not
be responsible to anyone other than Porta for providing the
protections afforded to clients of Northland Capital Partners
Limited nor for providing advice in relation to the Offer or any
other matter or arrangement referred to in this Announcement.
Daniel Stewart & Company plc, which is authorised and
regulated in the United Kingdom by the FSA, is acting exclusively
for WFCA and no one else in connection with the Offer and will not
be responsible to anyone other than WFCA for providing the
protections afforded to clients of Daniel Stewart & Company plc
nor for providing advice in relation to the Offer or any other
matter or arrangement referred to in this Announcement.
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 pursuant to this announcement
or otherwise. The Offer is made solely by the Offer Document, a
notice published in the London Gazette on 21 August 2012 and the
Form of Acceptance accompanying the Offer Document, which contains
the full terms and conditions of the Offer, including details of
how the Offer may be accepted. Any decision in respect of, or other
response to, the Offer should be made only on the basis of the
information contained in the Offer Document.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom and the availability of
the Offer to WFCA Shareholders who are not resident in the United
Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or WFCA Shareholders who
are not resident in the United Kingdom will need to inform
themselves about, and observe, any applicable requirements and/or
restrictions. Any failure to comply with these restrictions may
constitute a violation of securities law of any such jurisdiction.
To the fullest extent permitted by law, Porta and WFCA disclaim any
responsibility or liability for the violation of such restrictions
by such persons.
Disclosure requirements of the Code
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 paper 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 paper
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 paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) 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 paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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 paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper 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) 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 paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
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).
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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129
This information is provided by RNS
The company news service from the London Stock Exchange
END
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