TIDMPTCM TIDMWFCA
RNS Number : 6905M
Porta Communications PLC
20 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
20 September 2012
RECOMMENDED OFFER
by
PORTA COMMUNICATIONS PLC
for
WFCA PLC
OFFER UPDATE
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"). The first closing date of the Offer was 7
September 2012.
On 10 September 2012 Porta announced that the Offer was
unconditional in all respects.
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.
Acceptance levels
As at 1.00 p.m. on 19 September 2012, Porta had received valid
acceptances of the Offer in respect of 436,061,594 WFCA Shares
(representing approximately 97.59 per cent. of the existing issued
share capital of WFCA).
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 289,424 New Porta Shares due in respect of valid
acceptances received since the first closing date to be admitted to
trading on AIM and admission is expected to occur on 25 September
2012. Following such admission there will be 101,921,844 Porta
Shares in issue.
Compulsory acquisition
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
confirms that statutory notices are expected to be posted today
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.
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 21 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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