Porta Communications PLC PORTA OPENING DISCLOSURE IN WFCA (2823K)
17 August 2012 - 11:00PM
UK Regulatory
TIDMPTCM TIDMWFCA
RNS Number : 2823K
Porta Communications PLC
17 August 2012
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the party to the offer making the disclosure: PORTA COMMUNICATIONS PLC ("Porta")
(b) Owner or controller of interests and short positions disclosed, if different
from 1(a):
The naming of nominee or vehicle companies is insufficient
-----------------------------------
(c) Name of offeror/offeree in relation to whose relevant securities this form WFCA plc ("WFCA")
relates:
Use a separate form for each party to the offer
-----------------------------------
(d) Is the party to the offer making the disclosure the offeror or the offeree? OFFEROR
-----------------------------------
(e) Date position held: 16 August 2012
-----------------------------------
(f) Has the party previously disclosed, or is it today disclosing, under the YES
Code in respect If YES, specify which: Porta
of any other party to this offer?
-----------------------------------
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates
Class of relevant security:
Interests Short positions
------------ ------------------
Number % Number %
-------- ------------- ---
(1) Relevant securities owned and/or controlled: NIL - NIL -
-------- ------------- ---
(2) Derivatives (other than options): NIL - NIL -
-------- ------------- ---
(3) Options and agreements to purchase/sell: NIL - NIL -
-------- ------------- ---
NIL - NIL -
TOTAL:
-------- ------------- ---
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or
agreements to purchase or sell relevant securities, should be given
on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: NIL
Details, including nature of the rights concerned and relevant percentages: NIL
----
If there are positions or rights to subscribe to disclose in
more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for
each additional class of relevant security.
(c) Irrevocable commitments and letters of intent
Details of any irrevocable commitments or letters of intent procured by the party to the offer
making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of
the Code):
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 issued
Number of WFCA share capital of
Name Shares committed 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%
Total 371,064,036 83.05%
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.
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe of any person acting in
concert with the party to the offer making the disclosure:
NIL
If there are positions or rights to subscribe to disclose in
more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 3 for each additional class of
relevant security.
Details of any open derivative or option positions, or
agreements to purchase or sell relevant securities, should be given
on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal
or informal, relating to relevant securities which may be an inducement to deal or refrain
from dealing entered into by the party to the offer making the disclosure or any person acting
in concert with it:
If there are no such agreements, arrangements or understandings, state "none"
None
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party
to the offer making the disclosure, or any person acting in concert with it, and any other
person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which
any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
None
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
---
Date of disclosure: 17 August 2012
Contact name: Matthew Johnson / Lauren Kettle
--------------------------------
Telephone number: 0207 796 8800
--------------------------------
Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service and must also be emailed to the
Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market
Surveillance Unit is available for consultation in relation to the
Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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