Porta Communications acquires Publicasity for £2.8M

December 16, 2014 — Fusion DigiNet

porta-logoPorta Communications PLC, the marketing and communications group, has acquired ICAS Holdings Limited and its 100% owned subsidiary which trades as Publicasity for £2.8 million.  Run by Zoe Ward-Waring and Tom Hargreaves, Publicasity, is a consumer public relations company specialising in the food & drink, travel & tourism, retail, home and fashion sectors.

publicasityThe agency’s 28 staff will relocate to Porta’s head office in Basinghall Street following the completion of the acquisition, and will work alongside Porta’s existing consumer PR company, Thirteen Communications.

In 2013 Publicasity produced profit before tax of £527,567 on a gross profit (fee income) of £3,073,712. Total assets less current liabilities were £2,165,714, including cash of £382,986.

Details of the acquisition

The consideration of £2,808,000 will be paid as £702,000 in cash, £702,000 in loan notes, with the balance of £1,404,000 in the form of 14,040,000 Porta ordinary 10p shares at 10p each.  The loan notes carry a coupon of 6 per cent and are redeemable for cash 12 months from the date of issue.  

The share consideration is subject to a 24 month lock-in period with a further 12 month orderly market period.  A further 2,457,000 Ordinary Shares may be issued as additional consideration should certain conditions be satisfied. However, both parties do not expect additional consideration shares to be issued at this time.

Commenting on the acquisition, Porta Chief Executive David Wright said:

“Publicasity will work alongside Thirteen Communications to create a far bigger and more diversified consumer PR offering within Porta.  This acquisition along with the previous acquisitions of WSM Print & Design and Digital, Redleaf Polhill and PPS made in 2014, mean that Porta is successfully progressing its acquisition strategy to supplement the strong organic growth in our existing dynamic businesses.  The acquisition of Publicasity should greatly enhance our ability to build a successful leading international brand given the quality of both teams and is expected to be earnings enhancing in 2015.”

UK, London

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Porta Communications acquires PPS Group

November 11, 2014 — Fusion DigiNet

porta-logoPorta Communications PLC, the AIM listed marketing and communications group, has acquired PPS Group Limited for £6,161,270.  PPS is an independent consultancy specialising in reputation management, community engagement and political consensus building, advising on projects such as complex property, infrastructure and energy developments.

The business will operate as Newgate PPS and will become Porta’s public affairs arm, managed by Stephen Byfield. The Group’s existing, smaller public affairs division within Newgate Communications will be integrated into Newgate PPS.

PPS employs 45 staff operating from offices in London, Manchester, Bristol, Edinburgh, Aberdeen and Cardiff.  In the year ended 30 April 2014, PPS’s fee income was £4,647,299 with profits before tax of £706,277; the balance sheet showed current assets of £2.67m and net current assets of £1.6m.  PPS has cash at bank on completion of £1.6m.

The total consideration comprises £2,930,635 in cash and £850,000 in loan notes with the balance of £2,380,635 satisfied by the issue of 23,806,350 ordinary £0.10 Porta shares at 10p each.  The loan notes totaling £0.85m nominal value carry a coupon of 6 per cent and are redeemable 12 months from date of issue for cash.  The consideration shares are subject to a lock-in agreement which provides for a 24 months lock-in period with a further 12 months orderly market period. 

Commenting on the acquisition, Porta Chief Executive David Wright, said: “This acquisition is in line with Porta’s strategy of building critical mass across the marketing communications mix.  PPS is a very successful, professionally run company that will bring a new area of expertise to the Group and is complementary to our existing specialist public affairs offering.  PPS’s strength in the regions and Scotland will also enable the Group to capitalise fully on the opportunities created by the devolution of powers to those areas.”

UK, London

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Porta acquires Digital and Print & Design units

March 28, 2014 — Fusion DigiNet

Porta Communications plc, the AIM quoted international marketing and communications business, has acquired two businesses from WSM Communications Group Limited. The deal is to be financed by the issue of 7,500,000 ordinary shares of 10p each in Porta at a price of 14.075p per share, with 5,723,802 of the Consideration Shares subject to a 12 month lock-in agreement and a further 12 month orderly market agreement. The remainder of the Consideration Shares are subject to a three month orderly market agreement.

The two businesses incorporate a digital team of 12 specialists and seven print management and design specialists, providing between them full studio design and art-working capabilities and a full digital design and production unit, servicing a range of blue-chip clients. The business units generated approximately £1.3m of fee income and a small profit in aggregate in the 11 month period to February 2014.

WSM will continue to work closely with the units sold to Porta with a commitment to place digital, design and print activation work where possible to these businesses.

Commenting on the transaction, Group CEO, David Wright said: “Through our advertising agency 21:12 we are already working with the digital team on a number of client projects and are witnessing how their digital capabilities are significantly enhancing our ability to offer existing and new clients digital solutions to their wide ranging communications needs. We are also very excited to welcome the highly successful design and print team who I am sure will continue to thrive within the Porta network and client base”.

Andrew White, WSM Communications Group CEO said: “It was important for our ongoing business to find the right home for our digital, design and print teams, and we are delighted to have sold them to such a high growth business like Porta Communications who fully recognise the role they will have as a key part of Porta Communications’ future development.”

Application will be made to the London Stock Exchange for the Consideration Shares to be admitted to trading on AIM. It is expected that admission will occur and that dealings will commence at 8.00 a.m. on 3 April 2014. Following admission of the Consideration Shares, the Company’s total issued share capital will consist of 223,467,153 Ordinary Shares with one voting right per share. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA’s Disclosure and Transparency Rules.

UK, London

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