International marketing and communications group Porta Communications announced on Wednesday that it had completed the acquisition of an additional 15% interest in Redleaf Polhill, for total consideration of £850,037, taking the company's interest in Redleaf to 81%.
The AIM-traded firm had announced on 23 April 2014 that it had acquired 51% of the issued share capital of Redleaf and that the parties had agreed to the grant of put and call options over the remaining 49% of the issued share capital of Redleaf at the end of each of the next three full financial years.
In accordance with the terms of the put and call options, the first put option was exercised last year and the company increased its interest in Redleaf to 66%.
"The company has now received notice that the vendors of Redleaf have exercised their second put option," the board of Porta explained.
"Under the terms of the second put option, the additional consideration for the company's acquisition of a further 15% of Redleaf is £850,037 which is to be satisfied 50% in cash, and 50% in Porta ordinary shares
of 1p each, at an issue price calculated with reference to the average of the mid-market closing price of Porta's Ordinary Shares for a period prior to the allotment date."
Following the issue of the second option consideration shares, Porta's interest in the issued share capital of Redleaf would increase to 81%, its board confirmed.
The remaining 19% of the issued share capital of Redleaf remained subject to further put and call options which were exercisable by the vendors of Redleaf and the company respectively after the publication of the company's audited results for the financial year to 31 December 2017.
"The Company has remitted cash payment of £425,019 to the vendors of Redleaf and has made an application to the AIM market of the London Stock Exchange for a total of 10,692,290 second option consideration shares, which rank pari passu with the Company's existing issued ordinary shares, to be admitted to trading on AIM.
"Dealings on AIM are expected to commence at 0800 BST on 19 June."
Once issued, the second option consideration shares would be subject to a lock-in agreement which would provide for a lock-in period to 13 December 2017, followed by a further six month orderly market period.