The Boards of Porta Communications Plc and SEC S.p.A – both listed at London Stock Exchange’s AIM Segment – announce that they have entered into discussions concerning a potential all-share merger of the two companies, which may or may not lead to the Potential Merger occurring. The Potential Merger would create a strategic communications company of scale with offices in key markets across the UK, Europe, the Middle East, APAC and South America. The benefits could include:
- Complementary geographic networks with very limited crossover
- The scale and capacity to extend the international network to strategic markets such as the US and additional markets in Asia
- The roll-out of proprietary new market research and communications product offerings across the enlarged group’s footprint
- Synergies and reduced head office costs relating to a combined listed entity
- A strengthened Balance Sheet for the combined group
- An expanded shareholder base.
Fiorenzo Tagliabue, Chief Executive Officer of SEC, and Porta’s Deputy Chairman, said “the merger of Porta and SEC would allow both entities to compete for business in international markets supported by a joint focus on the roll-out of proprietary new market research and communication products”.
The Independent Directors of Porta have resolved to proceed with discussions with SEC and both parties are preparing to undertake mutual and reciprocal due diligence, as is customary for a share transaction of this nature, with a view to the Independent Directors and the board of SEC agreeing the terms of the Potential Merger. The terms and conditions of the Potential Merger, if agreed, will be set out in a further announcement. The Potential Merger would be classed as a reverse takeover for SEC under the AIM Rules for Companies. Completion of the Potential Merger will be subject inter alia to the approval by Porta and SEC’s shareholders.
The proposed terms of the Potential Merger are 0.01137 SEC ordinary shares for each Porta ordinary share.
As notified in Porta’s announcement relating to the restructuring of its existing debt, SEC and Porta have also today entered into a convertible loan agreement pursuant to which SEC will, subject to Porta shareholder approval, provide a loan of £1 million with a coupon of 5% per annum and which will be convertible into Porta ordinary shares by either company giving notice to convert subject to certain conditions.. Draw down under the SEC Conversion Loan Agreement is also subject to certain conditions including resolutions being passed by Porta shareholders at a General Meeting to be held on 26 April 2019 authorising the Directors to issue and allot the ordinary shares to SEC as a result of conversion of the SEC Loan and to disapply statutory pre-emption rights from such allotment. In the event that the Resolutions are not passed the SEC Loan will lapse in accordance with its terms.
Either the Company or SEC may give notice to convert all of the SEC Loan and interest owing at the date of such notice into such number of Ordinary Shares as shall at the Conversion Price have a value equal to the capital plus interest owing to SEC. The conversion of the SEC Loan is capped such that the issue of new Porta ordinary shares to SEC, together with SEC’s current interests in Porta of 16.9 per cent. of the current issued share capital, will not exceed 29.99 per cent. of the enlarged share capital of Porta.
If there has been no Conversion, the Company shall pay any outstanding debt under the SEC Loan to SEC on 30 June 2020.
SEC is required, by not later than 5.00 p.m. (London time) on 7 May 2019, being 28 days after today’s date, to either announce a firm intention to make an offer to merge in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.
Porta and SEC will make further announcements in due course, as appropriate.
Fiorenzo Tagliabue, CEO
+39 355 6008858
Note for Editors: SEC
- SEC Global is a partnership of agencies, specialising in advocacy, public relations and strategic communications, established 30 years ago in Italy and now spanning Europe and Latin America with offices in Bari, Berlin, Bogota, Brussels, Edinburgh, London, Madrid, Milan, Paris, Rome, Turin, Venice, Warsaw.
- From 3 August 2017, SEC became one of Porta Communications Plc’s major shareholders and, through Porta’s network is able to provide support and advice to clients in Abu Dhabi, Singapore, Greater China and Australia.
- Further information on SEC Global is available at www.secglobalnetwork.com
Notes for Editors: Porta
- Porta is a fully integrated communications agency, operating locally, nationally and internationally, with specialisms including financial, corporate and consumer public relations, public affairs and research and multi-capability marketing, brand and creative communications.
- The Group has offices in Abu Dhabi, Beijing, Brisbane, Bristol, Canberra, Cardiff, Leeds, Edinburgh, Hong Kong, London, Manchester, Melbourne, Perth, Greater China, Singapore and Sydney.
- Further information on Porta Communications is available at www.portacomms.com
- Further information on Cambre Associates is available at www.cambre-associates.com