TIDMSECG
RNS Number : 9527M
SEC S.p.A
03 August 2017
3 August 2017
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
SEC S.p.A
("SEC")
GBP3 million strategic equity investment in Porta Communications
Plc
Commercial Collaboration Agreement
SEC, the largest independent advocacy, public relations and
integrated communications agency in the Italian market, with
operations in Brussels, UK, Germany, Spain and Poland, announces
that it has agreed a GBP3 million equity investment in Porta
Communications Plc ("Porta" - AIM: PTCM.L) and a commercial
collaboration agreement with Porta.
Alongside SEC's strategic investment and the commercial
collaboration agreement, Mr Fiorenzo Tagliabue, CEO and founder of
SEC, will be appointed to the board of Porta, as Non-Executive
Deputy Chairman.
Highlights
- The signing of a subscription agreement (the "Subscription
Agreement") with Porta for 85,714,286 new ordinary shares of 1
pence each in the capital of Porta ("Ordinary Shares") at a price
of 3.5 pence per Ordinary Share to SEC to raise gross proceeds of
GBP3 million (the "Subscription")
- Alongside the strategic investment, the signing of a
commercial collaboration agreement with Porta (the "Commercial
Agreement")
- The appointment of Fiorenzo Tagliabue to the Porta board as
Non-executive Deputy Chairman with effect from admission of the
Subscription Shares (as defined below) to trading on AIM
Fiorenzo Tagliabue, CEO of SEC, commented: "SEC's investment in
Porta is designed to enable both Groups to deliver advice and
services in the communications field (Advocacy, PR and Strategy)
for corporations, companies and institutions across Europe,
Australia, Middle and Far East and Latin America.
The absence of any significant overlap in the two Groups'
footprints makes such this partnership even more appealing to us,
allowing us to benefit from the significant similarities as far as
know-how, competences and network of relations are concerned in
order to create extra value. This will benefit our clients and our
business.
I wish to convey my widest appreciation for Porta's management
and all its operations covering different markets and I wish to
thank the Board of Porta for appointing me to the position of
Deputy Chairman.
We look forward to working with the Porta team."
Information on Porta
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 Porta group has
offices in London, Bristol, Cardiff, Edinburgh and Manchester in
UK; Abu Dhabi, Beijing, Hong Kong and Singapore; Brisbane,
Canberra, Melbourne, and Sydney in Australia. The brands and
companies it owns are: Newgate Communications, Redleaf
Communications, Publicasity, 2112 Communications and Summit
Marketing Services.
Ordinary shares in the capital of Porta are admitted to trading
on AIM (AIM: PTCM.L).
As part of the strategic equity investment, Porta has agreed to
restructure part of its debts and to convert part of those debts
into equity in Porta. This is intended to strengthen Porta's
balance sheet.
Porta's turnover for the year ended 31 December 2016 was GBP
37.1m. Gross profit for that period was GBP 29.7m and adjusted
headline EBITDA was GBP 2.3m. In the year to 31 December 2016,
Porta made a loss of GBP 5,467,562. This reflects restructuring
costs of GBP 1,445,870, impairments of GBP 2,259,604 and an
amortisation and a depreciation charge of GBP 2,582,837. All these
figures have been extracted from the audited annual report and
accounts of Porta for the year ended 31 December 2016 without
amendment.
The Subscription Agreement
SEC is pleased to announce that it has invested GBP3m in Porta
by way of an issue of 85,714,286 new Ordinary Shares in the capital
of Porta to SEC (the "Subscription Shares"). The Subscription
Shares are subject to a lock-up arrangement that includes a
12-month lock-in period followed by a 12-month orderly market
period. The Subscription Agreement contains standard warranties
given by Porta and SEC and certain undertakings by Porta. The
Subscription Agreement also gives SEC the right to appoint a
Non-executive Director to the board of Porta for so long as SEC
holds an interest equal to, or greater than, 7.5 per cent of the
issued share capital of Porta. SEC has agreed that all transactions
with Porta will be conducted on an arm's length basis and that it
will not take any action that, inter alia, would prevent Porta from
conducting its business independently, impair its corporate
governance arrangements or prejudice Porta's status as an
AIM-traded company.
The purpose of the Subscription is to raise funds to be used by
Porta for working capital to support a number of the subsidiary
companies of Porta in the next phase of their development and
growth, as well as to strengthen the balance sheet of Porta.
Interest in Ordinary Shares in the capital of Porta
Following the issue of the Subscription Shares, SEC will be
beneficially interested in 85,714,286 Ordinary Shares, representing
approximately 19.3 per cent. of the enlarged issued share capital
of Porta.
The Commercial Collaboration Agreement
SEC has also entered into a Commercial Agreement with Porta,
which provides that the two companies will share business
opportunities and platforms, to leverage the capabilities of both
companies and to strengthen their respective positions in the
public relations markets. SEC and Porta intend for this
collaboration to approach the market as a unique global
partnership, allowing for a broader set of skilled offerings to be
offered across a greater geographical reach, than either company is
currently able to do on its own.
Under the terms of the Commercial Agreement, SEC and Porta will
establish a central marketing and new business function to
facilitate the development of joint new business opportunities,
share best practices and act as a conduit for future collaborative
activities by the two companies ("the Collaboration Team"). The
Collaboration Team will be initially comprised of two individuals,
with one individual nominated by SEC and one by Porta. The
individuals appointed to the Collaboration Team will be Senior
Managers from both companies. The work of the Collaboration Team
will be coordinated by the CEO of SEC and the CEO of Porta.
The fee sharing arrangements on joint projects shall be
determined on a case-by-case basis.
The Commercial Agreement and Collaboration Team will be further
supported by a SEC senior manager who will be on secondment and
based at Porta's office.
The Commercial Agreement shall continue, unless terminated
earlier, until the third anniversary of the commencement of the
Commercial Agreement. Separately, either party may terminate the
Commercial Agreement at any time with the written consent of both
parties, or by giving at least 30 days' notice in writing to the
other party.
The Commercial Agreement is conditional upon admission occurring
in accordance with the provisions of the Subscription
Agreement.
Board appointment
Mr Fiorenzo Tagliabue, CEO and founder of SEC, has been
appointed to the board of Porta, as Non-Executive Deputy Chairman,
with effect from admission of the Subscription Shares to trading on
AIM.
AIM Rule 17 updated information
Fiorenzo Tagliabue was appointed a director of Della Silva
Communication Consulting S.r.l. on 13 October 2008. Mr Tagliabue
resigned as a director on 20 December 2016, when the company was
put into liquidation. The company is in the process of being
liquidated.
Fiorenzo Tagliabue was appointed a director of SEC &
Partners S.r.l. (formerly SEC Sponsoring S.r.l.) on 24 February
1992. Mr Tagliabue ceased to be a director on 14 February 2017 when
the company was put into liquidation. The company is in the process
of being liquidated.
Application for admission to trading on AIM
Application has been made to the AIM Market of the London Stock
Exchange ("AIM") for the Subscription Shares to be admitted to
trading on AIM. Dealings on AIM are expected to commence at 8:00
a.m. on or around 4 August 2017 ("Admission").
-- 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
SEC S.p.A
Fiorenzo Tagliabue (CEO)
Telephone: +39 335 6008858
WH Ireland
Paul Shackleton
Telephone: +44 207 220 1666
This information is provided by RNS
The company news service from the London Stock Exchange
END
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