Schedule 1 - Porta Communications Plc

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:

PORTA COMMUNICATIONS PLC

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

COUNTRY OF INCORPORATION:

ENGLAND

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.portacomms.com

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:

Porta Communications Plc ('Porta' or the 'Company') acts as a holding company with the mandate to build an international communications and marketing business.

Porta currently has three trading operations;

·; Impact34 Reklam ve Organizasyon Danismanlik Hizmetleri Limited ('Impact34')

·; Newgate Trading Limited ('Newgate Trading')

·; Newgate Public Relations Limited ('Newgate PR').

Aside from its activities in Turkey through Impact34, the Company's main country of operation is the UK.

On 19 September 2011, the Company announced that it had entered into a conditional agreement to acquire 80 per cent of the issued share capital of Threadneedle Communications Limited, a financial public relations company focussed on the AIM quoted and small cap market (the 'Acquisition').

The total consideration of £3.8 million for the Acquisition will be satisfied by the allotment to the Vendors of 10,305,958 new Ordinary Shares ('Consideration Shares') together with the balance of £2,520,000 in cash. The Consideration Shares will represent approximately 14.57 per cent. of the Company's enlarged issued share capital at Admission.

The Directors believe the Acquisition will give the Company a leading position in the financial public relations sector focussed on AIM quoted and small-mid cap companies.

Admission is being sought as a result of the Acquisition, referred to above. The Acquisition constitutes a reverse takeover of the Company under Rule 14 of the AIM Rules and as such requires the prior approval of the Company's Shareholders. A General Meeting of the Company which will be held for the purpose of approving the Acquisition and other proposals on 7 November 2011.

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):

70,757,008 new Ordinary Shares of 10 pence each comprising:

37,256,000 new Ordinary Shares following a consolidation of the Company's existing issued ordinary share capital; the 10,305,958 Consideration Shares; and

23,195,050 new Ordinary Shares ('Placing Shares') the subject of a share placing ('the Placing')

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

£ 2,319,505 to be raised. Anticipated market capitalisation on Admission, at the Placing price of 10 pence per share, will be approximately £7.76 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

19.20 %

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) 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):

David Ernest Wright (Executive Chairman and Chief Executive) (Aged 67)

Keith John Springall (Finance Director) (Aged 55)

Brian John Blasdale (Non-Executive Director) (Aged 62)

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):

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) 30 June 2011

(iii) 30 June 2012, 30 September 2012 and 30 June 2013

EXPECTED ADMISSION DATE:

8 November 2011

NAME AND ADDRESS OF NOMINATED ADVISER:

NORTHLAND CAPITAL PARTNERS LIMITED

60 GRESHAM STREET

LONDON EC2V 7BB

NAME AND ADDRESS OF BROKER:

NORTHLAND CAPITAL PARTNERS LIMITED

60 GRESHAM STREET

LONDON EC2V 7BB

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:

www.portacomms.com

DATE OF NOTIFICATION:

21 October 2011

NEW/ UPDATE:

NEW