SECG Sec Newgate S.p.a.

TIDMSECG

RNS Number : 5572K

AIM

29 August 2019

 
    ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION 
     IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM 
                                 RULES") 
 
 COMPANY NAME: 
 SEC S.p.A. 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
 Registered office and trading address: Via Aporti 8 20125 Milan, 
  Italy 
 COUNTRY OF INCORPORATION: 
 Italy 
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
 https://www.secglobal.com/investors/ 
 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, 
  IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING 
  POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE 
  TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: 
 
   Admission is following a reverse takeover under Rule 14 by 
   SEC S.p.A of Porta Communications plc, another AIM quoted company. 
 
   SEC S.p.A. is a holding company and head office for a public 
   relations and advocacy business, headquartered in Milan with 
   operations primarily across western Europe and Latin America. 
   The business was originally founded in 1989 and has subsequently 
   grown both organically and by acquisition. 
 
   Porta Communications Plc is the holding company for an International 
   communications and marketing business with 17 offices in 7 
   countries. Through its specialist businesses, primarily under 
   the Newgate Communications brand, Porta helps clients to build 
   their brands and protect their reputations on a local, national 
   and international basis benefiting from its specialist and 
   integrated communications and marketing services. 
 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS 
  AS TO TRANSFER OF THE SECURITIES (i.e. where known, number 
  and type of shares, nominal value and issue price to which 
  it seeks admission and the number and type to be held as treasury 
  shares): 
 
   Number of ordinary shares of no par value ("Ordinary Shares") 
   for which Admission will be sought: 24,250,907 
 
 
   There are no restrictions as to the transferability of the 
   Ordinary Shares and no Ordinary Shares will be held in treasury. 
 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) 
  AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
 
   Expected Market Capitalisation: GBP9.9m (based on an enlarged 
   share capital of 24,250,907 and closing price per SEC Share 
   of GBP0.41 on 28 August 2019) 
 
   Capital to be raised: n/a 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
 
   70.74% 
 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH 
  THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE 
  OR WILL BE ADMITTED OR TRADED: 
 
   n/a 
 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS 
  (underlining the first name by which each is known or including 
  any other name by which each is known): 
 
         *    John Foley - Non-Executive Chairman* 
 
 
         *    Luigi Roth - Deputy Non-Executive Chairman 
 
 
         *    Fiorenzo Tagliabue - Chief Executive Officer 
 
 
         *    Emma Kane - Deputy Chief Executive Officer* 
 
 
         *    Brian Tyson - Deputy Chief Executive Officer* 
 
 
         *    Tom Parker - Deputy Chief Executive Officer 
 
 
         *    Anna Milito - Interim Group Chief Financial Officer 
 
 
         *    Mark Glover - Managing Director 
 
 
         *    Paola Bruno - Non-Executive Director 
 
 
         *    David Mathewson - Non-Executive Director 
 
 
 
        *Proposed Directors 
 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED 
  AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER 
  ADMISSION (underlining the first name by which each is known 
  or including any other name by which each is known): 
 
   Before Admission: 
    Name                  Number of Ordinary   Percentage of issued 
                                      Shares          share capital 
    Fiorenzo Tagliabue             8,920,100                 66.06% 
                         -------------------  --------------------- 
 
 
 
   After Admission: 
    Name                   Number of Ordinary   Percentage of issued 
                                       Shares          share capital 
    Fiorenzo Tagliabue              8,920,100                 36.76% 
                          -------------------  --------------------- 
    Retro Grand Limited             6,335,183                 26.12% 
                          -------------------  --------------------- 
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
  2, PARAGRAPH (H) OF THE AIM RULES: 
 n/a 
 (i) ANTICIPATED ACCOUNTING REFERENCE DATE 
  (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION 
  DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited 
  interim financial information) 
  (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS 
  PURSUANT TO AIM RULES 18 AND 19: 
 
        (i) 31 December 
        (ii) 31 December 2018 
        (iii) 30 June 2019 due 30 September 2019, 31 December 2019 
        due 30 June 2020, 30 June 2020 due September 2020 
 EXPECTED ADMISSION DATE: 
 
   4 September 2019 
 NAME AND ADDRESS OF NOMINATED ADVISER: 
 
   Arden Partners plc 
   125 Old Broad Street 
   London 
   EC2N 1AR 
 NAME AND ADDRESS OF BROKER: 
 
   Arden Partners plc 
   125 Old Broad Street 
   London 
   EC2N 1AR 
 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE 
  (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE 
  AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL 
  DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: 
 
   A copy of the admission document containing full details about 
   the applicant and the admission of its securities will be available 
   on the Company's website, www.secglobal.com 
 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO 
  APPLY 
 
   The QCA Corporate Governance Code 2018 published by the Quoted 
   Companies Alliance 
 DATE OF NOTIFICATION: 
 
   29 August 2019 
 NEW/ UPDATE: 
 UPDATE 
 

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END

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August 29, 2019 05:30 ET (09:30 GMT)

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