TIDMPTCM TIDMWFCA
RNS Number : 8305L
Porta Communications PLC
10 September 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE
UNLAWFUL
10 September 2012
RECOMMENDED OFFER
by
PORTA COMMUNICATIONS PLC
for
WFCA PLC
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
Introduction
On 17 August 2012, the Porta Board and the Independent WFCA
Directors announced the terms of a recommended all-share offer to
be made by Porta to acquire the entire issued and to be issued
ordinary share capital of WFCA (the "Offer"). The full terms and
conditions of the Offer and the procedures for acceptance were set
out in the offer document issued by Porta on 17 August 2012 (the
"Offer Document").
Terms used in this announcement have the same meanings given to
them in the Offer Document unless stated otherwise. All references
to time in this announcement are to London time.
Level of acceptances
The Porta Board announces that, as at 1.00 p.m. on 7 September
2012, being the First Closing Date of the Offer, Porta had received
valid acceptances of the Offer in respect of 429,983,671 WFCA
Shares (representing approximately 96.23 per cent. of the existing
issued share capital of WFCA), all of which Porta may count towards
the satisfaction of the acceptance condition to the Offer.
As set out in the Offer Document, Porta had received irrevocable
undertakings to accept, or procure the acceptance of, the Offer
from certain WFCA Shareholders. Valid acceptances (all of which are
included in the total of valid acceptances referred to above) have
been received in respect of a total of 370,123,508 WFCA Shares
represented by these undertakings, representing approximately 82.84
per cent. of WFCA's entire existing issued share capital.
Offer unconditional in all respects
On 7 September 2012, Porta announced that the Offer had become
unconditional as to acceptances and the Porta Board is now pleased
to announce that all outstanding conditions of the Offer, as set
out in the Offer Document, have either been satisfied or waived,
save for the condition relating to the admission to trading on AIM
of the New Porta Shares to be issued as consideration in connection
with the Offer becoming effective and that, accordingly, the Offer
is now unconditional in all respects.
The Offer will remain open for acceptance until further notice
and at least 14 days' notice will be given by announcement before
the Offer is closed. WFCA Shareholders who have not yet accepted
the Offer are urged to do so without delay as follows:
- If you are a holder of WFCA Shares in certificated form, you
should complete and return the Form of Acceptance, which
accompanied the Offer Document, together with your original share
certificate(s) or other document(s) of title, to Capita Registrars
as soon as possible; or
- If you are a holder of WFCA Shares in uncertificated form,
that is, in CREST, your Electronic Acceptance should be made and
settled, in accordance with the instructions set out in the Offer
Document, as soon as possible.
Additional copies of the Offer Document and the Form of
Acceptance are available from Capita Registrars by telephoning 0871
644 0321 or if you are calling from outside the United Kingdom, +44
20 8639 3399.
Settlement of consideration
Application has been made to the London Stock Exchange for a
total of 20,475,412 New Porta Shares due in respect of valid
acceptances received as at 1.00 p.m. on the First Closing Date to
be admitted to trading on AIM and admission is expected to occur on
11 September 2012. Following such admission Porta will have a total
of 101,632,420 Porta Shares in issue. Application will be made for
admission of New Porta Shares due in respect of valid acceptances
received after 1.00 p.m. on 7 September 2012 to trading on AIM
within 14 days of the receipt of such acceptances.
Compulsory acquisition
As set out above, as valid acceptances have been received by
Porta under the Offer in respect of more than 90 per cent. of the
WFCA Shares, Porta has the right to issue compulsory acquisition
notices to WFCA Shareholders who do not accept the Offer in
accordance with the provisions of sections 974 to 991 of the Act.
Accordingly, Porta will shortly be posting statutory notices under
section 980(1) of the Act to WFCA Shareholders who have not yet
validly accepted the Offer, informing such WFCA Shareholders that
it will compulsorily acquire their WFCA Shares under the provisions
of sections 974 to 991 of the Act.
Cancellation of trading in WFCA Shares
At the request of Porta, WFCA has notified the London Stock
Exchange pursuant to Rule 41 of the AIM Rules of its intention to
cancel admission of the WFCA Shares to trading on AIM. It is
expected that such cancellation will take effect on or around 7.00
am on 9 October 2012, or as soon as practicable thereafter, with
the last day of dealings in WFCA Shares being 8 October 2012.
Such cancellation will reduce the liquidity and marketability of
any WFCA Shares not assented to the Offer at that time.
Interests in WFCA Shares
Save as set out above, on 7 September 2012 (being the last
practicable date prior to the publication of this announcement),
neither Porta, nor any person acting in concert with Porta has any
right to subscribe for any relevant securities of WFCA nor does any
such person have any short position (whether conditional or
absolute and whether in the money or otherwise), including any
short position under a derivative or any arrangement in relation to
any relevant securities of WFCA. For these purposes, "arrangement"
includes any agreement to sell or any delivery obligation or right
to require another person to purchase or take delivery of any
relevant securities of WFCA and any borrowing or lending of any
relevant securities of WFCA which have not been on-lent or sold and
any outstanding irrevocable commitment or letter of intent with
respect to the WFCA Shares.
Further information
A copy of this announcement will be made available free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Porta's website at
www.portacommunications.plc.uk and WFCA's website at
www.wfca.plc.uk by no later than 12 noon on 11 September 2012.
ENQUIRIES
Porta Communications plc Tel: + 44 (0) 20 7680
6500
David Wright (Chief Executive)
Keith Springall (Finance Director)
Northland Capital Partners Limited Tel: +44 (0) 20 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 7776 6550
(Rule 3 Adviser, Nominated Adviser and
Broker to WFCA)
David Hart / James Felix
The Porta Directors accept responsibility for the information
contained in this announcement. To the best of the knowledge and
belief of the Porta Directors (who have taken all reasonable care
to ensure that such is the case) the information contained in this
announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Northland Capital Partners Limited, which is authorised and
regulated in the United Kingdom by the FSA is acting exclusively
for Porta and no one else in connection with the Offer and will not
be responsible to anyone other than Porta for providing the
protections afforded to clients of Northland Capital Partners
Limited nor for providing advice in relation to the Offer or any
other matter or arrangement referred to in this Announcement.
Daniel Stewart & Company plc, which is authorised and
regulated in the United Kingdom by the FSA, is acting exclusively
for WFCA and no one else in connection with the Offer and will not
be responsible to anyone other than WFCA for providing the
protections afforded to clients of Daniel Stewart & Company plc
nor for providing advice in relation to the Offer or any other
matter or arrangement referred to in this Announcement.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities pursuant to this announcement
or otherwise. The Offer is made solely by the Offer Document, a
notice published in the London Gazette on 21 August 2012 and the
Form of Acceptance accompanying the Offer Document, which contains
the full terms and conditions of the Offer, including details of
how the Offer may be accepted. Any decision in respect of, or other
response to, the Offer should be made only on the basis of the
information contained in the Offer Document.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom and the availability of
the Offer to WFCA Shareholders who are not resident in the United
Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or WFCA Shareholders who
are not resident in the United Kingdom will need to inform
themselves about, and observe, any applicable requirements and/or
restrictions. Any failure to comply with these restrictions may
constitute a violation of securities law of any such jurisdiction.
To the fullest extent permitted by law, Porta and WFCA disclaim any
responsibility or liability for the violation of such restrictions
by such persons.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 p.m. (London time) on the business day following the date of
the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129
This information is provided by RNS
The company news service from the London Stock Exchange
END
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