WFCA Wfca

TIDMPTCM TIDMWFCA

RNS Number : 2175K

Porta Communications PLC

17 August 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

The following announcement is an advertisement and not a prospectus and Porta Shareholders and WFCA Shareholders should not make any investment decision in relation to Porta Shares except on the basis of the information in the Offer Document which is published today by Porta.

17 August 2012

RECOMMENDED OFFER

by

PORTA COMMUNICATIONS PLC

for

WFCA PLC

Summary of the Offer

-- The Porta Board and the Independent WFCA Directors today announce 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.

-- Under the terms of the Offer, WFCA Shareholders will be entitled to receive 1 New Porta Share for every 21 WFCA Shares held.

-- Based on the Closing Price per Porta Share of 7 pence on 16 August 2012, being the last business day prior to the date of this Announcement, the Offer values the entire issued and to be issued share capital of WFCA at approximately GBP1.49 million or 0.333 pence per WFCA Share, representing a premium of approximately 2.5 per cent. to the Closing Price of 0.325 pence for each WFCA Share on 16 August 2012, being the last business day prior to the date of this Announcement.

-- Porta has received irrevocable undertakings from the WFCA Directors and certain other WFCA Shareholders to accept, or procure the acceptance of, the Offer in respect of their beneficial interests in WFCA Shares amounting, in aggregate, to 371,064,036 WFCA Shares, representing approximately 83 per cent. of the entire existing issued ordinary share capital of WFCA.

-- Porta is an international communications and marketing group offering a range of services including public relations, advertising, media bartering and media buying. The Porta business was founded in 2010 following the refocusing of TSE Group PLC, a change in management and the subsequent disposal of the group's principal trading subsidiary. The Porta Group has since grown organically and through acquisition of complementary businesses which show clear synergies with existing businesses.

-- WFCA is a full service marketing communications agency positioned as the "London Agency not in London". It is a full service integrated agency delivering advertising, design, direct, digital and media solutions.

-- Porta is building, via acquisition and start-up ventures, an international communications and marketing business. The Acquisition of WFCA is the next stage in this development process and it was through Bob Morton, Chairman of WFCA and a significant shareholder in both WFCA and Porta, that the idea of acquiring WFCA was introduced. The Board believes that there will be operational efficiencies and cost saving opportunities in combining WFCA with Twenty20, the acquisition of which was announced by Porta on 6 July 2012. In addition, the Porta Directors believe that cost savings can be made through the removal of costs associated with WFCA being a public quoted company.

-- Bob Morton will be appointed as Non-Executive Chairman of the Enlarged Group upon the Offer becoming unconditional in all respects and David Wright will be appointed Chief Executive.

-- The Porta Directors believe that the Acquisition will strengthen the Porta Group's advertising service offering and the Enlarged Group's retail clients are expected to include, amongst others, Budgens, Carpetright, Fat Face, Raymond Weil and Wren Kitchens. In addition, the Porta Directors believe the Acquisition will enhance Porta's media buying capability and create an additional sales channel for the Porta Group's media bartering services.

-- The Independent WFCA Directors, who have been so advised by Daniel Stewart, consider the terms of the Offer to be fair and reasonable. In providing its advice to the Independent WFCA Directors in relation to the Offer, Daniel Stewart has taken into account the commercial assessments of the Independent WFCA Directors. Accordingly, the Independent WFCA Directors unanimously recommend that WFCA Shareholders accept the Offer as they have irrevocably undertaken to do so in respect of their entire holdings of 19,365,604 WFCA Shares, representing approximately 4.33 per cent. of the existing share capital of WFCA.

-- The conditions and certain terms of the Offer are set out in the attached Announcement together with information on WFCA and on Porta.

-- This summary should be read in conjunction with, and is subject to, the full text of the following Announcement. Appendix 2 to this Announcement contains the sources and bases of certain information used in this summary and in the following Announcement. Appendix 3 to this Announcement contains definitions of certain terms used in this summary and the following Announcement.

Commenting on the Offer, David Wright, Chief Executive of Porta, said:

"The acquisition of WFCA is in-line with our growth strategy and follows our recent acquisition of Twenty20. We believe that there will be operational efficiencies and plc cost savings in combining WFCA with Twenty20 and that the combined businesses will create a strong agency focused on the retail sector, amongst others, and also enhance Porta's media buying capability."

Commenting on the Offer, Stephen Latter, Finance Director of WFCA, said:

"This is a very exciting development for WFCA's shareholders, clients and staff alike. Porta is a marketing communications business with ambitious growth plans both geographically and in breadth of service, and with our excellent creative and media services, the combined organisation offers a compelling proposition."

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) 
 Paul Shackleton / David Hart 
  / James Felix 
 

This Announcement is for information purposes only. It 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 Offer will be made solely by means of the Offer Document, a notice to be published in the London Gazette and the Form of Acceptance (in respect of certificated WFCA Shares), which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.

The Offer Document and the Form of Acceptance will be published and sent to WFCA Shareholders and, for information only, to participants in the WFCA Share Option Schemes today,other than in relation to a Restricted Jurisdiction.

The WFCA Directors accept responsibility for the information contained in this Announcement relating to the WFCA Group, themselves and their immediate families, related trusts and connected persons. The Porta Directors accept responsibility for all of the other information contained in this Announcement. To the best of the knowledge and belief of the Porta Directors and the WFCA Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Announcement for which they are respectively responsible 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.

WFCA Shareholders should note that addresses, electronic addresses and certain other information provided by them and other relevant persons for the receipt of communications from WFCA may be provided to Porta during the Offer Period as required under section 4 of appendix 4 to the Code.

Important notice

Unless otherwise determined by Porta and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in or into, or by the use of the mails or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or any facility of a national securities exchange, of a Restricted Jurisdiction (including the United States, Canada, Australia or Japan) and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from a Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The New Porta Shares to be issued in connection with the Offer have not been, nor will they be, registered under the Securities Act or under the securities laws of any state of the United States; the relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the New Porta Shares have been, nor will they be, registered under or offered in compliance with applicable securities laws of any state, province, territory or jurisdiction of Canada, Australia or Japan. Accordingly, the New Porta Shares are not being and may not be (unless an exemption under relevant securities laws is applicable) offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction or to, or for the account or benefit of, any United States, Canadian, Australian or Japanese person.

Notice to US holders of WFCA Shares

Neither the United States Securities and Exchange Commission nor any other US federal or state securities commission or regulatory authority has reviewed, approved or disapproved this Announcement, any of the proposals described in this Announcement or the New Porta Shares or passed an opinion on the accuracy or the adequacy of this Announcement.

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 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.

Rule 2.10 disclosure

In accordance with Rule 2.10 of the Code, Porta confirms that, as at 16 August 2012 being the latest practicable business day prior to the date of this Announcement, it has 81,157,008 Porta Shares in issue. The International Securities Identification Number for Porta Shares is GB00B71C7K21.

In accordance with Rule 2.10 of the Code, WFCA confirms that, as at 16 August 2012 being the latest practicable business day prior to the date of this Announcement, it has 446,816,008 WFCA Shares in issue. The International Securities Identification Number for WFCA Shares is GB00B0NL6B21.

Cautionary note regarding forward looking statements

This Announcement contains certain forward looking statements with respect to the financial condition, results of operations and business of Porta or the Porta Group and WFCA or the WFCA Group and certain plans and objectives of the Porta Board and the WFCA 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 WFCA 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 FSA, the London Stock Exchange, the AIM Rules or any other applicable law, Porta and WFCA assume no obligation to update or correct the information contained in this Announcement.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Market Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Publication on websites

A copy of this Announcement is available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at Porta's and WFCA's websites at www.portacommunications.plc.uk and www.wfca.plc.uk respectively until at least the end of the Offer Period (or, if later, the end of any competition reference period).

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.

Copies of this Announcement and all future documents, announcements and information required to be sent to persons in relation to the Offer may be requested to be received by such persons in hard copy form by writing to Capita Registrars, 34 Beckenham Road, Beckenham BR3 4TU or by calling Capita Registrars on telephone number 0871 664 0321 (from within the UK) or +44 20 8639 3399 (from outside the UK) between 9.00 a.m. and 5.00 p.m., Monday to Friday (excluding public holidays).

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

The following announcement is an advertisement and not a prospectus and Porta Shareholders and WFCA Shareholders should not make any investment decision in relation to Porta Shares except on the basis of the information in the Offer Document which is published today by Porta.

17 August 2012

RECOMMENDED OFFER

by

PORTA COMMUNICATIONS PLC

for

WFCA PLC

   1.         Introduction 

The Porta Board and the Independent WFCA Directors today announce 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 WFCA Board has determined that Bob Morton and John Foley are not independent directors for the purposes of considering and recommending the Offer. Hawk (a company beneficially owned by Bob Morton and his wife) is a shareholder in and has provided loans to both WFCA and Porta and Bob Morton will be appointed as Non-Executive Chairman of the Enlarged Group upon the Offer becoming unconditional in all respects. In addition, as a result of commercial, financial and personal relationships, John Foley is deemed to be acting in concert with Hawk and Bob Morton.

Accordingly, it was agreed that a committee of the independent directors of WFCA should be formed to consider the Offer comprising Stephen Latter, Robert Hamer and Rodger Braidwood. Bob Morton and John Foley have absolved themselves from the deliberations of the WFCA Board concerning the Offer.

   2.         Summary terms of the Offer 

Under the terms of the Offer, which will be subject to the further terms set out in Appendix 1 to this announcement and the further terms set out in full in the Offer Document, WFCA Shareholders will be entitle to receive:

for every 21 WFCA Shares 1 New Porta Share

and so in proportion for any other number of WFCA Shares held.

Based on the Closing Price per Porta Share of 7 pence on 16 August 2012, being the last business day prior to the date of this Announcement, the Offer values the entire issued and to be issued share capital of WFCA at approximately GBP1.49 million or 0.333 pence per WFCA Share, representing a premium of approximately 2.5 per cent. to the Closing Price of 0.325 pence for each WFCA Share on 16 August 2012, being the last business day prior to the date of this Announcement.

The Independent WFCA Directors believe that the Acquisition of WFCA will enable WFCA Shareholders to participate in the growth that it anticipates will result from Porta's strategy of expansion.

Full acceptance of the Offer (on the bases and assumptions set out in Appendix 2 to this announcement) would result in the issue of approximately 21.3 million New Porta Shares, representing approximately 21 per cent. of Porta's enlarged issued share capital. Application will be made for the New Porta Shares to be admitted to trading on AIM.

Details of the further terms and conditions of the Offer are set out below and in Appendix 1 to this announcement.

   3.         Background to and reasons for the Offer and intentions for WFCA 

The Porta Board is building, via acquisition and start-up ventures, an international communications and marketing business. The Acquisition of WFCA is the next stage in this development process and it was through Bob Morton, Chairman of WFCA and a significant shareholder in both WFCA and Porta, that the idea of acquiring WFCA was introduced. The Board believes that there will be operational efficiencies and cost saving opportunities in combining WFCA with Twenty20, the acquisition of which was announced by Porta on 6 July 2012. In addition, the Porta Directors believe that cost savings can be made through the removal of costs associated with WFCA being a public quoted company.

The Porta Directors believe that the Acquisition will strengthen the Porta Group's advertising service offering and the Enlarged Group's retail clients are expected to include, amongst others, Budgens, Carpetright, Fat Face, Raymond Weil and Wren Kitchens. In addition, the Porta Directors believe that the Acquisition will enhance Porta's media buying capability and create an additional sales channel for the Porta Group's media bartering services.

Porta intends to continue the business of WFCA in broadly its current form combining it with Twenty20. Following the Acquisition, the management of Porta will review the combined business and limited redundancies may be made where there are duplications of functions.

   4.         Reasons for recommending the Offer 

The Independent WFCA Directors are mindful of the disappointing financial performance that WFCA has experienced in the last two financial periods which arose from the general downturn in the economy and, in particular, within the retail sector where WFCA has traditionally specialised. Furthermore, the Independent Directors do not believe that it is realistic to expect WFCA to be able to obtain, or even seek, in the short term any further financial backing whether by way of a new placing of shares or new indebtedness. Looking ahead, the WFCA Board sees limited improvement in market conditions and hence believes that WFCA needs to consolidate into another marketing communications group which can offer a more balanced service offering. WFCA is small and unlikely to deliver significant additional shareholder value either organically or by bolt-on acquisition in the short or medium term. In light of this, the Independent WFCA Directors are attracted to the prospects that a larger scale business brings.

By becoming part of the Porta Group, WFCA will gain access to a larger pool of clients which it can exploit, enabling faster internal growth. In addition, owing to a wider range of services offered following WFCA's integration, and the larger balance sheet post acquisition, the WFCA Directors believe that the Enlarged Group will be better placed to win new business as well as more easily finance further expansion. The WFCA Directors believe that Porta has ambitious growth plans that WFCA would benefit from as these involve strategic expansion both geographically and in service offering.

In recommending the acceptance of the offer by Porta, the Independent WFCA Directors believe that the Enlarged Group will be stronger both financially and in growth potential compared to WFCA remaining as a standalone entity, which should be capable of delivering a superior return to WFCA Shareholders. This should not be interpreted to mean that earnings per share attributable to the New Porta Shares will necessarily be greater than for the corresponding number of WFCA Shares for the relevant preceding financial period.

   5.         Irrevocable undertakings 

Porta has received irrevocable undertakings from all of those WFCA Directors who hold WFCA Shares and from certain other WFCA Shareholders to accept, or procure the acceptance of, the Offer in respect of their beneficial interests in WFCA Shares amounting, in aggregate, to 371,064,036 WFCA Shares, representing 83 per cent. of the entire existing issued ordinary share capital of WFCA. These irrevocable undertakings continue to be binding in the event of a higher competing offer being made for WFCA and will cease to be binding only if the Offer lapses or is withdrawn.

Bob Morton (through Hawk), John Foley, Rodger Braidwood and Stephen Latter (being those WFCA Directors with a beneficial holding in WFCA Shares) have irrevocably undertaken to accept, or procure acceptance of, the Offer in respect of their entire beneficial holding of WFCA Shares, which amount in aggregate to 202,548,947 WFCA Shares, representing approximately 45.3 per cent. of the existing issued share capital of WFCA.

Michael Richards, Herald Investment Holdings Limited and Edward Powell, all being WFCA Shareholders, have irrevocably undertaken to accept, or procure acceptance of, the Offer in respect of their entire beneficial holdings of WFCA Shares, which amount in aggregate to 168,515,089 WFCA Shares, representing approximately 37.7 per cent. of the existing issued share capital of WFCA.

Further details of the irrevocable undertakings are set out in paragraph 2 of Appendix 2 to this announcement.

   6.         Directors, management and employees 

The Porta Board currently comprises David Wright, Keith Springall, Raymond McKeeve and Brian Blasdale. Subject to the Offer becoming or being declared unconditional in all respects, Bob Morton has agreed to join the Porta Board as Non-Executive Chairman, with David Wright becoming Porta Group Chief Executive.

Rodger Braidwood, John Foley and Robert Hamer have each agreed to resign from the WFCA Board upon the Offer becoming or being declared unconditional in all respects and will not be employed by or become directors of the Enlarged Group.

The Porta Board has given assurances to the Independent WFCA Directors that, following the Offer becoming or being declared unconditional in all respects, the existing employment rights, including pension rights, of all employees of the WFCA Group will be fully safeguarded and the Porta Board has expressed its desire for the continued employment of WFCA's senior management team. Whilst Porta does not anticipate that there will be any redundancies of WFCA employees as a consequence of the Offer becoming or being declared wholly unconditional, it is possible that limited redundancies may occur on the integration of the WFCA business into the Porta Group where there are duplications of functions.

Porta has confirmed that it intends to work with the senior management of WFCA following the Offer becoming or being declared wholly unconditional to establish appropriate incentive schemes to reward some or all of them for the performance of the WFCA business above pre-set target levels, yet to be determined. No proposals have yet been made on the terms of any such incentive arrangements and no discussions will take place in relation to them until after the Offer becomes wholly unconditional.

   7.         Recommendation 

The Independent WFCA Directors, who have been so advised by Daniel Stewart, consider the terms of the Offer to be fair and reasonable. In providing its advice to the Independent WFCA Directors in relation to the Offer, Daniel Stewart has taken into account the commercial assessments of the Independent WFCA Directors.

Accordingly, the Independent WFCA Directors unanimously recommend that WFCA Shareholders accept the Offer as they have irrevocably undertaken to do so in respect of their entire holdings of 19,365,604 WFCA Shares, representing approximately 4.33 per cent. of the issued share capital of WFCA.

   8.         Information on Porta 

Porta is an international communications and marketing group offering a range of services including public relations, advertising, media bartering and media buying. The Porta business was founded in 2010 following the refocusing of TSE Group PLC, a change in management and the subsequent disposal of the group's principal trading subsidiary. The Porta Group has since grown organically and through acquisition of complementary businesses which show clear synergies with existing businesses.

In October 2011, Porta announced the acquisition of Threadneedle Communications Limited, a financial public relations company focused on the AIM and small cap market, a transaction which constituted a reverse takeover under the AIM Rules for Companies. Following the readmission to trading on AIM of the enlarged group, Porta has acquired two additional businesses. Firstly, it acquired the business and assets of Hansard Communications Limited, an established small cap financial public relations agency providing public relation services to companies quoted on the London Stock Exchange Main Market, AIM and Plus Markets. Secondly, it acquired 90 per cent. of the share capital of Twenty20, a full service media planning and buying agency with a strong client base in a number of sectors including entertainment, luxury, retail and healthcare.

Porta established its Newgate Communications business in September 2011 with the appointment of Jonathan Clare. This business is a fast growing international communications consultancy specialising in capital market communications and financial media relations. The company has won significant new business since the beginning of 2012, equivalent to annualised billings of GBP1.2 million.

Impact34 and Newgate Trading Europe Limited represent Porta's other two established businesses. Impact34, with offices in Istanbul and London, specialises in sports and entertainment marketing in emerging markets and offers services in strategic planning, event bidding, international PR, sponsorship activation, entertainments marketing and corporate identity consulting. Recently, Impact34 led the successful bid by Ukraine for the FISA Europe 2015 EuroBasket championship and worked with the Turkish Basketball Federation to develop and prepare a new strategic plan and corporate identity. Newgate Trading Europe Limited offers clients improved value from the disposal of obsolete or slow moving stock, thus reducing or avoiding costly write-downs, in exchange for the provision of media advertising opportunities.

Bob Morton, via Hawk, has extended a loan facility of GBP1.25 million to be used by Porta for further acquisitions and working capital purposes. Any amounts drawn under the facility attract interest at a rate of 1 per cent. per calendar month. In addition, as announced on 4 April 2012, Hawk made a convertible loan of GBP500,000 to Porta which is convertible into Porta Shares at a price of 10p per share. Accordingly, should the Offer become unconditional in all respects, Bob Morton and his connected parties will have an interest in approximately 11.6 per cent. of the issued share capital of the Enlarged Group increasing to 15.7 per cent. if Hawk were to fully convert the outstanding loan.

   9.         Porta Current Trading 

Since the publication of Porta's audited results for the year ended 31 December 2011 on 14 May 2012, the Porta Group has traded in line with Directors' expectations. Porta's Newgate Communications business continues to develop well, winning clients on a regular basis, having only become fully operational at the beginning of 2012 as the executives started to come out of their former employers' restrictive covenants. The Newgate Threadneedle operation is trading ahead of expectations and has established itself as the leader in the Morningstar rankings by number of AIM quoted clients. Impact34 has won a number of high profile contracts and the Porta Board is encouraged by the potential of its recent acquisition, Twenty20.

The Directors' strategy of making income producing acquisitions, whilst at the same time ensuring that Porta creates start-up companies to be developed over the longer term is, in the Directors' opinion, the right way to meet their strategy of generating shareholder value.

   10.        Information on WFCA 

WFCA is a full service marketing communications agency positioned as the "London Agency not in London". It is a full service integrated agency delivering advertising, design, direct, digital and media solutions at a lower cost compared to its London based competitors.

WFCA was formed following the acquisition by WFCA Integrated Limited of Ekay plc in 2008 which constituted a reverse takeover under the AIM Rules. Following readmission to trading on AIM of the enlarged group, the name was changed to WFCA plc. WFCA completed its first strategic acquisition in July 2011 when it purchased the agency Williams Blake Reay Limited ("WBR"). WBR is a specialist pharmaceutical agency and allowed the WFCA Group to service clients outside its traditional specialism in the fast moving consumer goods and retail sectors.

   11.        WFCA Share Option Schemes 

All outstanding WFCA Options have exercise prices greater than the effective Offer price and, consequently, Porta, with the consent of the Panel, does not intend to make appropriate proposals to the WFCA Optionholders in connection with their WFCA Options.

   12.        Permitted Offer-related arrangements 

On 5 December 2011 WFCA and Porta entered into an agreement relating to the Offer, pursuant to which both WFCA and Porta agreed to keep confidential certain information supplied by both parties for the purposes of considering the proposed Acquisition. In consideration of the confidential information being supplied to each other, both parties have agreed that the obligations of confidentiality shall, unless otherwise agreed, continue for a period of five years from the date of disclosure of the confidential information.

   13.        Overseas Shareholders 

The availability of the Offer or distribution of this announcement to persons not resident in the United Kingdom may be prohibited or affected by the laws of the relevant jurisdictions. Such persons should inform themselves about, and observe, any applicable requirements. Further details in relation to overseas WFCA Shareholders will be contained in the Offer Document.

   14.        Compulsory acquisition, cancellation of admission of WFCA Shares to trading on AIM and re--registration 

If Porta receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the WFCA Shares to which the Offer relates and the Offer becomes or is declared unconditional in all respects, Porta intends to exercise its rights pursuant to the provisions of sections 974 to 991 (inclusive) of the Act to acquire compulsorily any outstanding WFCA Shares not acquired or agreed to be acquired pursuant to the Offer or otherwise.

Assuming that the Offer becomes or is declared unconditional in all respects, Porta intends to procure the making of an application by WFCA to the London Stock Exchange for the cancellation of the admission of the WFCA Shares to trading on AIM. It is anticipated that such cancellation of listing and trading will take effect no earlier than 20 business days after the Offer becomes or is declared unconditional in all respects.

The cancellation of trading of the WFCA Shares will significantly reduce the liquidity and marketability of any WFCA Shares not assented to the Offer and their value may be affected in consequence. It is also proposed that, in due course, Porta will seek to procure the re-registration of WFCA as a private company under the relevant provisions of the Act.

   15.        Disclosure requirements of the Code 

Save for the irrevocable undertakings referred to in paragraph 5 above as set out below neither Porta nor, so far as the Porta Directors are aware, any person acting or deemed to be acting in concert with it, has any dealing arrangement relating to the relevant securities of WFCA or Porta. For these purposes, "dealing arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to WFCA Shares or Porta Shares which may be an inducement to deal or refrain from dealing in such securities.

   16.        Further details of the Offer 

The WFCA Shares to be acquired by Porta pursuant to the Offer will be acquired fully paid and free from all liens, equities, charges, encumbrances, rights of pre-emption and other third party rights and interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including the right to receive and retain all dividends and other distributions (if any) declared, paid or made on or after 17 August 2012.

The New Porta Shares will be issued credited as fully paid and will rank pari passu in all respects with the existing Porta Shares in issue, including the right to receive all dividends and other distributions declared, made or paid after 17 August 2012 and otherwise upon a return of capital.

Fractions of New Porta Shares will not be allotted or issued to persons who accept (or are deemed to accept) the Offer. Instead, any fractional entitlements will be aggregated and sold in the market with the net proceeds of such sale being distributed to those WFCA Shareholders entitled thereto by cheque. Entitlements of less than GBP5.00 will not be distributed but will be retained by Porta.

Application will be made for admission of the New Porta Shares to trading on AIM.

   17.        Publication on websites 

Copies of this announcement, the confidentiality agreement referred to at paragraph 11 above and the irrevocable undertakings referred to at paragraph 5 above will be made available on the websites of WFCA and Porta at www.wfca.plc.uk and www.portacommunications.plc.uk by no later than 12.00 (London time) on 17 August 2012 until the end of the Offer Period.

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this Announcement.

   18.        General 

The Offer Document and the Form of Acceptance are expected to be published and sent to WFCA Shareholders and, for information only, to participants in the WFCA Share Option Schemes today.

The Offer will be subject to the conditions set out in Appendix 1 to this Announcement and the further terms to be set out in the Offer Document. The bases and sources of certain financial information contained in this Announcement are set out in Appendix 2 to this Announcement and definitions of certain expressions used in this Announcement are contained in Appendix 3 to this Announcement.

ENQUIRIES

 
 Porta Communications plc 
 David Wright (Chief Executive)           Tel: + 44 (0) 
                                           20 7680 6500 
 Keith Springall (Finance Director)       Tel: + 44 (0) 
                                           20 7680 6500 
 
 Northland Capital Partners Limited 
  (Financial Adviser, Nominated Adviser 
  and Broker to Porta) 
 Tim Metcalfe / Matthew Johnson            Tel: +44 (0) 
  / Lauren Kettle                          20 7796 8829 
 
 WFCA plc 
 Stephen Latter (Finance Director)         Tel: +44 (0) 
                                           1892 703 201 
 
 Daniel Stewart & Company plc 
  (Rule 3 Adviser, Nominated Adviser 
  and Broker to WFCA) 
 Paul Shackleton / David Hart /            Tel: +44 (0) 
  James Felix                              20 7776 6550 
 

This Announcement is for information purposes only. It 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 Offer will be made solely by means of the Offer Document, a notice to be published in the London Gazette and the Form of Acceptance (in respect of certificated WFCA Shares), which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.

The Offer Document and the Form of Acceptance will be published and sent to WFCA Shareholders and, for information only, to participants in the WFCA Share Option Schemes today, other than in relation to a Restricted Jurisdiction.

The WFCA Directors accept responsibility for the information contained in this Announcement relating to the WFCA Group, themselves and their immediate families, related trusts and connected persons. The Porta Directors accept responsibility for all of the other information contained in this Announcement. To the best of the knowledge and belief of the Porta Directors and the WFCA Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Announcement for which they are respectively responsible 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 Offeree 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.

WFCA Shareholders should note that addresses, electronic addresses and certain other information provided by them and other relevant persons for the receipt of communications from WFCA may be provided to Porta during the Offer Period as required under section 4 of appendix 4 to the Code.

Important notice

Unless otherwise determined by Porta and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in or into, or by the use of the mails or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or any facility of a national securities exchange, of a Restricted Jurisdiction (including the United States, Canada, Australia or Japan) and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from a Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The New Porta Shares to be issued in connection with the Offer have not been, nor will they be, registered under the Securities Act or under the securities laws of any state of the United States; the relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the New Porta Shares have been, nor will they be, registered under or offered in compliance with applicable securities laws of any state, province, territory or jurisdiction of Canada, Australia or Japan. Accordingly, the New Porta Shares are not being and may not be (unless an exemption under relevant securities laws is applicable) offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction or to, or for the account or benefit of, any United States, Canadian, Australian or Japanese person.

Notice to US holders of WFCA Shares

Neither the United States Securities and Exchange Commission nor any other US federal or state securities commission or regulatory authority has reviewed, approved or disapproved this Announcement, any of the proposals described in this Announcement or the New Porta Shares or passed an opinion on the accuracy or the adequacy of this Announcement.

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 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.

Rule 2.10 disclosure

In accordance with Rule 2.10 of the Code, Porta confirms that, as at 16 August 2012 being the latest practicable business day prior to the date of this Announcement, it has 81,157,008 Porta Shares in issue. The International Securities Identification Number for Porta Shares is GB00B71C7K21.

In accordance with Rule 2.10 of the Code, WFCA confirms that, as at 16 August 2012 being the latest practicable business day prior to the date of this Announcement, it has 446,816,008 WFCA Shares in issue. The International Securities Identification Number for WFCA Shares is GB00B0NL6B21.

Cautionary note regarding forward looking statements

This Announcement contains certain forward looking statements with respect to the financial condition, results of operations and business of Porta or the Porta Group and WFCA or the WFCA Group and certain plans and objectives of the Porta Board and the WFCA 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 WFCA 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 FSA, the London Stock Exchange, the AIM Rules or any other applicable law, Porta and WFCA assume no obligation to update or correct the information contained in this Announcement.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Market Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Publication on websites

A copy of this Announcement is available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at Porta's and WFCA's websites at www.portacommunications.plc.uk and www.wfca.plc.uk respectively until the end of the Offer Period (or, if later, the end of any competition reference period).

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.

Copies of this Announcement and all future documents, announcements and information required to be sent to persons in relation to the Offer may be requested to be received by such persons in hard copy form by writing to Capita Registrars, 34 Beckenham Road, Beckenham BR3 4TU or by calling Capita Registrars on telephone number 0871 664 0321 (from within the UK) or +44 (0) 20 8639 3399 (from outside the UK) between 9.00 a.m. and 5.00 p.m., Monday to Friday (excluding public holidays).

APPENDIX 1

CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

PART A: CONDITIONS OF THE OFFER

The Offer is subject to the following conditions, to the applicable rules and regulations of the London Stock Exchange and the Code and is governed by English law and subject to the jurisdiction of the courts of England:

(a) valid acceptances of the Offer being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. on 7 September 2012 or such later time(s) and/or date(s) as Porta may, with the consent of the Panel or subject to the Code, decide in respect of not less than 90 per cent. (or such lower percentage as Porta may decide) in nominal value of the WFCA Shares to which the Offer relates and not less than 90 per cent. (or such lower percentage as Porta may decide) of the voting rights carried by the WFCA Shares to which the Offer relates, provided that this condition will not be satisfied unless Porta and/or any of its wholly-owned subsidiaries shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise), WFCA Shares carrying, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at a general meeting of WFCA (including for this purpose, to the extent (if any) required by the Panel, any voting rights attaching to any WFCA Shares which may be unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding conversion or subscription rights or otherwise). For the purpose of this condition:

(i) the expression "WFCA Shares to which the Offer relates" shall be construed in accordance with sections 974 to 991 (inclusive) of the Act;

(ii) WFCA Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances shall be deemed to carry the voting rights which they will carry on issue; and

(iii) valid acceptances shall be treated as having been received in respect of any WFCA Shares that Porta shall, pursuant to section 979(8) and, if applicable, section 979(9) of the Act, be treated as having acquired or unconditionally contracted to acquire by virtue of acceptances of the Offer;

(b) the admission to trading on AIM of the New Porta Shares to be issued in connection with the Offer becoming effective in accordance with the AIM Rules or (ii) if Porta and WFCA so determine (and subject to the consent of the Panel), the London Stock Exchange having acknowledged to Porta or its agent (and such acknowledgement not having been withdrawn) that the New Porta Shares will be admitted to trading on AIM;

(c) no central bank, government or governmental, quasi-governmental, supranational, statutory, administrative or regulatory body, or any court, institution, investigative body, association, trade agency or professional or environmental body or any other similar person or body in any jurisdiction (each, a "Relevant Authority") having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or enacted, made or proposed any statute, regulation, decision or order or having taken any other step or done anything and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to (in each case) be material in the context of the wider WFCA Group or the wider Porta Group to:

(i) restrict or restrain, prohibit, delay, impose additional adverse conditions or obligations with respect to, or otherwise interfere with the implementation of, the Offer or the acquisition of any WFCA Shares by Porta;

(ii) result in a delay in the ability of Porta, or render Porta unable, to acquire some or all of the WFCA Shares;

(iii) require, prevent or delay the divestiture (or alter the terms envisaged for such divestiture) by any member of the wider Porta Group or any member of the wider WFCA Group of all or any portion of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct their businesses or own their respective assets or properties or any part thereof;

(iv) impose any limitation on, or result in a delay in, the ability of any member of the wider Porta Group to acquire or hold or exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities of any member of the wider WFCA Group or on the ability of any member of the wider WFCA Group to hold or exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities or to exercise management control over any other member of the wider WFCA Group;

(v) require any member of the wider Porta Group or the wider WFCA Group to offer to acquire any shares or other securities or rights thereover in any member of the wider WFCA Group owned by any third party;

(vi) make the Offer or its implementation or the proposed acquisition by Porta of any shares or other securities in WFCA or the acquisition or control of WFCA or any member of the wider WFCA Group, illegal, void or unenforceable in or under the laws of any relevant jurisdiction or directly or indirectly restrict or delay, prohibit or otherwise interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise challenge, the Offer or the acquisition of any shares in WFCA, or control of WFCA, by Porta;

(vii) result in any member of the wider WFCA Group ceasing to be able to carry on business (to the extent conducted as at the date of this Announcement) under any name under which it presently does so, the consequences of which would be material in the context of the WFCA Group taken as a whole;

(viii) impose any limitation on the ability of any member of the wider Porta Group or the wider WFCA Group to conduct or co-ordinate or integrate its business, or any part of it, with the business of any other member of the wider Porta Group or of the wider WFCA Group; or

(ix) otherwise adversely affect the business, assets, prospects or profits of any member of the wider Porta Group or the wider WFCA Group,

and all applicable waiting and other time periods during which any such Relevant Authority could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or otherwise intervene under the laws of the relevant jurisdiction in respect of the Offer or the acquisition of WFCA by Porta having expired, lapsed or been terminated;

(d) all authorisations, orders, grants, recognitions, consents, confirmations, clearances, licences, permissions and approvals required by law in any relevant jurisdiction for or in respect of the Offer and the proposed acquisition of any shares or securities, directly or indirectly, in, or control of, WFCA or any member of the wider WFCA Group by any member of the wider Porta Group having been obtained in terms and/or form reasonably satisfactory to Porta from all appropriate Relevant Authorities and such authorisations together with all authorisations material and necessary for any member of the wider WFCA Group to carry on its business remaining in full force and effect ("authorisations") and there being no notice of any intention to revoke, suspend, materially modify or not to renew the same and all necessary filings having been made, all appropriate waiting and other time periods (including extensions thereto) under any applicable legislation and regulations in any relevant jurisdiction having expired, lapsed or been terminated and all necessary statutory or regulatory obligations in any jurisdiction in respect of the Offer or the proposed acquisition of WFCA by Porta or of any WFCA Shares having been complied with, in each case where the absence of such authorisations would have a material adverse effect on the wider Porta Group or the wider WFCA Group;

(e) save as Disclosed, there being no provision of any agreement, permit, lease, licence or other instrument to which any member of the wider WFCA Group is a party or by or to which it or any of its assets may be bound or subject which, as a consequence of the making or implementation of the Offer or the acquisition by Porta directly or indirectly of WFCA or because of a change in the control or management of WFCA or any member of the wider WFCA Group, could or might reasonably be expected to result in, in any such case is material and adverse in the context of the wider WFCA Group:

(i) any monies borrowed by, or other indebtedness (actual or contingent) of, or grant available to, any member of the wider WFCA Group becoming repayable or capable of being declared repayable immediately or earlier than the stated maturity or repayment date or the ability of any member of the wider WFCA Group to borrow moneys or incur indebtedness being or becoming capable of being withdrawn or inhibited;

(ii) any such agreement, arrangement, permit, lease, licence or other instrument or any right, interest, liability or obligation of any member of the wider WFCA Group therein, being terminated or adversely modified or adversely affected or any adverse action being taken or any onerous obligation or liability arising thereunder;

(iii) any mortgage, charge or other security interest being created over the whole or any part of the business, property or assets of any member of the wider WFCA Group or any such security (whenever arising) becoming enforceable;

(iv) the value of any member of the wider WFCA Group or its financial or trading position or prospects being prejudiced or adversely affected;

(v) any assets or interests of any member of the wider WFCA Group being or falling to be charged or disposed of or any right arising under which any such asset or interest could be required to be disposed of or charged otherwise than in the ordinary course of business;

(vi) the rights, liabilities, obligations or interests or business of any member of the wider WFCA Group in or with any other person, firm or company (or any arrangement relating to such interest or business) being terminated or adversely modified or adversely affected;

(vii) any member of the wider WFCA Group ceasing to be able to carry on business under any name under which it currently does so; or

(viii) the creation of any liability, actual or contingent, by any member of the wider WFCA Group;

   (f)         since 30 April 2012, save as Disclosed, no member of the WFCA Group having: 

(i) (save for WFCA Shares issued pursuant to the exercise of options granted under the WFCA Share Option Schemes or as between WFCA and wholly-owned subsidiaries of WFCA ("Intra-WFCA Group Transactions")) issued or agreed to issue or authorised or proposed the issue of additional shares of any class or securities convertible into or rights, warrants or options to subscribe for or acquire any such shares or convertible securities;

(ii) other than to another member of the WFCA Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus or other distribution (whether payable in cash or otherwise) other than dividends lawfully paid to WFCA or wholly-owned subsidiaries of WFCA;

(iii) save for Intra-WFCA Group Transactions, merged or demerged with or acquired any body corporate, partnership or business;

(iv) save for Intra-WFCA Group Transactions, acquired, or (other than in the ordinary course of business) disposed of, transferred, mortgaged or charged or created any security interest over any asset or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so which, in any such case, is material in the context of the WFCA Group taken as a whole;

(v) save for Intra-WFCA Group Transactions, issued or authorised or proposed the issue of any debentures or (other than in the ordinary course of business) incurred or increased any indebtedness or contingent liability or made, authorised, proposed or announced an intention to propose any change in its share or loan capital;

(vi) entered into or varied or announced its intention to enter into or vary any contract, transaction, commitment or arrangement (whether in respect of capital expenditure or otherwise) which is of a long term or unusual nature or which involves or could involve an obligation of a nature or magnitude which, in any such case, is material in the context of the WFCA Group taken as a whole or which is or is reasonably likely to be restrictive in any material respect on the business of any member of the wider WFCA Group or the wider Porta Group;

(vii) entered into, implemented, authorised or proposed any reconstruction, amalgamation, scheme of arrangement or other transaction or arrangement otherwise than in the ordinary course of business or announced any intention to do so;

(viii) entered into, or varied in any material respect the terms of, any service agreement with any of the directors or senior executives of WFCA or any of its subsidiaries;

(ix) taken or proposed any corporate action or had any material legal proceedings started or threatened against it or had any petition presented for its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any of its assets and/or revenues or any analogous proceedings in any jurisdiction;

(x) waived or compromised any claim other than in the ordinary course of business, which, in any such case, is material in the context of the WFCA Group taken as a whole;

   (xi)        made any material amendment to its memorandum or articles of association; 

(xii) in relation to pension schemes established for its directors and/or other employees and/or their dependents, made or agreed to or consented to any change in any case which is or would be material in the context of the wider WFCA Group taken as a whole to: (A) the terms of the trust deeds constituting such pension schemes or to the benefits which accrue; (B) the pensions which are payable under them; (C) the basis on which qualifications for or accrual of or entitlement to such benefits or pensions are calculated or determined; (D) the basis upon which the liabilities (including pensions) of such pension schemes are funded or made; or (E) the trustees of such pension schemes;

(xiii) purchased, redeemed or repaid or proposed the purchase, redemption or repayment of any of its own shares or other securities or reduced or made any other change to any part of its share capital, which;

(xiv) been unable or admitted in writing that it is unable to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business; and

(xv) entered into, varied or modified any contract, commitment or agreement with respect to any of the transactions, matters or events referred to in this condition (h) or announced an intention to do so;

   (g)        since 30 April 2012, save as Disclosed: 

(i) no litigation, arbitration, prosecution or other legal proceedings having been instituted, announced or threatened or become pending or remaining outstanding by or against any member of the wider WFCA Group or to which any member of the wider WFCA Group is or may become a party (whether as claimant, respondent or otherwise) and no material enquiry or investigation by or complaint or reference to any Relevant Authority having been threatened, announced, implemented or instituted or remaining outstanding against or in respect of any member of the wider WFCA Group which, in any such case, would or might reasonably be expected adversely to affect any member of the wider WFCA Group to an extent which is material in the context of the WFCA Group taken as a whole;

(ii) no material adverse change having occurred in the business, assets, financial or trading position, profits or prospects of the wider WFCA Group taken as a whole;

(iii) no contingent or other liability having arisen which might reasonably be expected adversely to affect the wider WFCA Group taken as a whole;

   (h)        save as Disclosed, Porta not having discovered that: 

(i) any business, financial or other information concerning any member of the wider WFCA Group publicly disclosed or disclosed to Porta in the context of the Offer at any time by or on behalf of any member of the WFCA Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading which, in any such case, is material in the context of the wider WFCA Group taken as a whole;

(ii) any member of the wider WFCA Group is subject to any liability, actual or contingent which is not Disclosed and which is material in the context of the wider WFCA Group taken as a whole;

Porta reserves the right to waive all or any of conditions (c) to (h) (inclusive) above, in whole or in part. Conditions (c) to (h) (inclusive) must be fulfilled or waived by midnight on the 21(st) day after the later of 7 September 2012 and the date on which condition (a) is fulfilled (or such later date as the Panel may agree). Porta shall be under no obligation to waive or treat as fulfilled any of conditions (c) to (h) (inclusive) by a date earlier than the latest date specified above for the fulfilment thereof notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

If Porta is required by the Panel to make an offer for WFCA Shares under the provisions of Rule 9 of the Code, Porta may make such alterations to the conditions as are necessary to comply with the provisions of that Rule.

The Offer will lapse if, before 1.00 p.m. on the first closing date of the Offer or the date on which the Offer becomes or is declared unconditional as to acceptances (whichever is later), (i) the Offer or any part of it is referred to the Competition Commission; or (ii) following a request to the European Commission under Article 22(3) of the EC Merger Regulation in relation to the Offer or any part of it, which request is accepted by the European Commission, the European Commission initiates proceedings under Article 6(1)(c) of the EC Merger Regulation.

If the Offer lapses, it will cease to be capable of further acceptance and accepting WFCA Shareholders and Porta will cease to be bound by acceptances submitted on or before the time when the Offer lapses.

PART B: CERTAIN FURTHER TERMS OF THE OFFER

Porta shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any condition by a date earlier than the latest date for the fulfilment of that condition notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the Restricted Jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

The Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail 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 jurisdiction where to do so would violate the laws of that jurisdiction.

Under Rule 13.5 of the Code, Porta may not invoke a condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to Porta in the context of the Offer.

The Offer will be governed by the law of England and Wales and is subject to the jurisdiction of the English courts and to the conditions and further terms set out in this Appendix 1 and to be set out in the Offer Document.

APPENDIX 2

BASES AND SOURCES

   1.         Unless otherwise stated in this Announcement: 

(a) financial information relating to Porta has been extracted from the audited accounts of Porta for the financial years ended 31 December 2010 and 31 December 2011;

(b) financial information relating to WFCA has been extracted from the audited accounts of WFCA for the financial year ended 30 June 2011 and the 10 month period ended 30 April 2012;

(c) the value of WFCA issued and to be issued ordinary share capital as implied by the Offer price stated in paragraph 2 of this announcement is based on an issued share capital of 446,816,008 WFCA Shares;

(d) all share prices for WFCA Shares are derived from the AIM Appendix of the Daily Official List; and

(e) all share prices for Porta Shares are derived from the AIM Appendix of the Daily Official List; and

   (f)         all prices quoted for WFCA Shares and Porta Shares are Closing Prices. 
   2.         Irrevocable undertakings 

Irrevocable undertakings to accept, or to procure the acceptance of, the Offer have been received by Porta from the following persons in respect of the following interests in WFCA Shares:

 
                                             Percentage of 
                                             entire existing 
                         Number of WFCA       issued share 
 Name                    Shares committed    capital of WFCA 
 Hawk Investment 
  Holdings Limited         162,916,677           36.45% 
 Michael Richards          109,810,391           24.58% 
 Herald Investment 
  Management Limited       35,833,333            8.02% 
 Edward Powell             22,871,365            5.12% 
 John Foley                20,266,666            4.54% 
 Rodger Braidwood          14,326,070            3.21% 
 Stephen Latter             5,039,534            1.13% 
 

These irrevocable undertakings to accept the Offer remain binding, even if a higher competing offer is announced by a third party, unless the Offer lapses or is withdrawn.

APPENDIX 3

DEFINITIONS

The following definitions apply throughout this Announcement unless the context otherwise requires:

 
 "Acquisition"               the proposed acquisition of WFCA 
                              by Porta to be effected by means 
                              of the Offer 
 "Act"                       the Companies Act 2006 (as amended) 
 "AIM"                      AIM, the market of that name operated 
                              by the London Stock Exchange 
 "AIM Rules"                the rules governing the admission 
                              to, and operation of, AIM as set 
                              out in the AIM Rules for Companies 
                              published by the London Stock Exchange 
                              from time to time 
 "Announcement"              the announcement of the Offer, published 
                              on 17 August 2012 
 "Australia"                 the commonwealth of Australia, its 
                              states, territories or possessions 
 "business day"              a day (not being a Saturday, a Sunday 
                              or a public holiday) on which clearing 
                              banks in the City of London are 
                              open for normal business 
 "Canada"                    Canada, its possessions, provinces 
                              and territories and all areas subject 
                              to its jurisdiction or any political 
                              subdivision thereof 
 "Capita Registrars"        Capita Registrars Limited 
  or "Escrow Agent" 
 "certificated"             in relation to a share or other 
  or "in certificated         security, not in uncertificated 
  form"                      form (that is, not in CREST) 
 "Closing Price"             the closing middle market quotation 
                              of a share as derived from the AIM 
                              Appendix of the Daily Official List 
 "Code"                     The City Code on Takeovers and Mergers 
 "connected person"          has the meaning given to that term 
                              in section 252 of the Act 
 "Daily Official             the Daily Official List of the London 
  List"                       Stock Exchange 
 "Daniel Stewart"           Daniel Stewart & Company plc, Rule 
                              3 advisers for the purposes of the 
                              Offer 
 "Dealing Disclosure"        the announcement concerning dealings 
                              in relevant securities of any party 
                              to the Offer required for the purposes 
                              of Rule 8 of the Code 
 "Disclosed"                 means (i) as disclosed in WFCA's 
                              report and accounts for the 10-month 
                              period ended 30 April 2012; (ii) 
                              as publicly announced by WFCA (by 
                              the delivery of an announcement 
                              to an authorised Regulatory Information 
                              Service prior to 17 August 2012); 
                              (iii) as disclosed in this Announcement; 
                              or (iv) as otherwise disclosed in 
                              writing, or in the documentation 
                              or written information provided, 
                              to Porta or its advisers by or on 
                              behalf of WFCA prior to 17 August 
                              2012 in the context of the Offer 
 "EC Merger Regulation"      Council Regulation 139/2004/EC (as 
                              amended) 
 "Enlarged Group"           the combined businesses of the Porta 
                              Group and the WFCA Group following 
                              the Offer becoming or being declared 
                              unconditional in all respects 
 "existing Porta             the Porta Shares in issue at the 
  Shares"                    date of this Announcement 
 "Form of Acceptance"       the form of acceptance and authority 
                              relating to the Offer in respect 
                              of certificated WFCA Shares 
 "FSA"                       the UK Financial Services Authority 
 "hard copy form"            as defined in the Code 
 "Japan"                     Japan, its cities, prefectures, 
                              territories and possessions 
 "Independent WFCA           the WFCA Directors other than Bob 
  Directors"                 Morton and John Foley 
 "Impact34"                  Impact34 Recklam ve Organizasyon 
                              Danismalihizmetleri Limited 
                              Sirketi, a member of the Porta Group 
 "Listing Rules"             the Listing Rules of the FSA made 
                              pursuant to section 73A of the Financial 
                              Services and Markets Act 2000 
 "London Stock               London Stock Exchange plc 
  Exchange" 
 "New Porta Shares"         the new Porta Shares proposed to 
                              be issued pursuant to the Offer 
 "Northland"                 Northland Capital Partners Limited, 
                              financial adviser to Porta 
 "Offer"                    the offer by Porta, on the terms 
                              and subject to the conditions to 
                              be contained in the Offer Document 
                              and the Form of Acceptance (in respect 
                              of certificated WFCA Shares), to 
                              acquire all of the WFCA Shares (including, 
                              where the context requires, any 
                              subsequent revision, variation, 
                              extension or renewal of such offer) 
 "Offer Document"            the document containing the terms 
                              and conditions of the Offer 
 "Offer Period"             the period commencing on 17 August 
                              2012 and ending on whichever of 
                              the following dates shall be the 
                              latest: 
 
                              (i) the date on which the Offer 
                              (and any other announced offers 
                              in relation to WFCA) is withdrawn 
                              or lapses; and 
                              (ii) the date on which the Offer 
                              becomes unconditional. 
 "Opening Position           the announcement containing details 
  Disclosure"                 of interests or short positions 
                              in, or rights to subscribe for, 
                              any relevant securities of a party 
                              to the Offer if the person concerned 
                              has such a position required for 
                              the purposes of Rule 8 of the Code 
 "Panel"                    the Panel on Takeovers and Mergers 
 "pounds", "GBP"             the lawful currency of the United 
  or "pence"                  Kingdom 
 "Porta"                    Porta Communications plc 
 "Porta Directors"          the directors of Porta as at the 
  or "Porta Board"            date of this Announcement 
 "Porta Group"              Porta and its existing subsidiary 
                              undertakings 
 "Porta Shareholders"       holders of existing Porta Shares 
 "Porta Shares"             ordinary shares of 10 pence each 
                              in the capital of Porta 
 "Regulations"              the Uncertificated Securities Regulations 
                              2001 (S.I. 2001 No. 3755) 
 "Regulatory Information     any channel recognised as a channel 
  Service"                    for the dissemination of regulatory 
                              information by listed companies 
                              as defined in the Listing Rules 
 "Restricted Jurisdiction"   the United States, Canada, Australia 
                              or Japan or any other jurisdiction 
                              where extension or acceptance of 
                              the Offer would violate the law 
                              of that jurisdiction 
 "Securities Act"            the United States Securities Act 
                              1933, as amended 
 "Twenty20"                  Twenty20 Media Vision Limited, a 
                              member of the Porta Group 
 "uncertificated"           in relation to a share or other 
  or "in uncertificated       security, recorded on the relevant 
  form"                      register in uncertificated form 
                              in CREST and title to which, by 
                              virtue of the Regulations, may be 
                              transferred by means of CREST 
 "United Kingdom"           the United Kingdom of Great Britain 
  or "UK"                    and Northern Ireland 
 "US" or "United             the United States of America, its 
  States"                     territories and possessions, any 
                              state of the United States of America 
                              and the District of Columbia and 
                              all other areas subject to its jurisdiction 
 "WFCA"                     WFCA plc 
 "WFCA Directors"           the directors of WFCA at the date 
  or "WFCA Board"             of this Announcement 
 "WFCA Group"               WFCA and its existing subsidiary 
                              undertakings 
 "WFCA Options"              Options, awards or other rights 
                              to acquire WFCA Shares under the 
                              WFCA Share Option Schemes or otherwise 
 "WFCA Optionholders"        holders of WFCA Options 
 "WFCA Share Option          WFCA plc Enterprise Management Incentive 
  Schemes"                   Scheme and Unapproved Share Option 
                              Plan 
 "WFCA Shareholders"        holders of WFCA Shares 
 "WFCA Shares"              the existing issued fully paid ordinary 
                              shares of 1 pence each in the capital 
                              of WFCA and any further such shares 
                              which are unconditionally allotted 
                              or issued and fully paid or credited 
                              as fully paid before the date on 
                              which the Offer closes (or such 
                              earlier date, not being earlier 
                              than the date on which the Offer 
                              becomes or is declared unconditional 
                              as to acceptances as Porta may, 
                              subject to the Code, decide) 
 "wider WFCA Group"         WFCA, its subsidiaries, subsidiary 
                              undertakings and associated undertakings 
                              and any other body corporate, partnership, 
                              joint venture or person in which 
                              WFCA and such undertakings (aggregating 
                              their interests) have an interest 
                              in 20 per cent. or more of the voting 
                              or equity capital (or the equivalent) 
 "wider Porta Group"        Porta, its subsidiaries, subsidiary 
                              undertakings and associated undertakings 
                              and any other body corporate, partnership, 
                              joint venture or person in which 
                              Porta and such undertakings (aggregating 
                              their interests) have an interest 
                              in 20 per cent. or more of the voting 
                              or equity capital (or the equivalent) 
 

Save where otherwise stated, for the purpose of this Announcement, "subsidiary", "subsidiary undertaking", "associated undertaking" and "undertaking" shall be construed in accordance with the Act.

In this Announcement, the singular includes the plural and vice versa, unless the context otherwise requires.

This information is provided by RNS

The company news service from the London Stock Exchange

END

OFFGGUUPRUPPPGQ