Acquisition and Placing
Rotala PLC
03 March 2008
Rotala plc
('Rotala' or 'the Company')
Trading Update and new Contract Wins
Acquisition of Go West Midlands Limited
Placing of Loan Notes and of Ordinary Shares to raise £3.8 million
Intention of directors and proposed director to subscribe for Loan Notes and
Ordinary Shares totalling £655,000
Appointment of new director
Introduction
The Board of Rotala is pleased to give an update on current trading, to announce
the acquisition by the Company of Go West Midlands Limited from the Go-Ahead
Group plc for a total consideration of £2.0 million, the placing of a further
tranche of Unsecured Convertible Loan Notes due 2011 (the 'Loan Notes') with
warrants to bring the total amount raised and to be raised under this instrument
to approximately £4.7 million, the intention to place approximately 750,000 new
Ordinary Shares to raise £390,000 (the 'Ordinary Share Issue') and the
appointment of Robert Dunn to the Board.
The Company has placed approximately £2.4 million of Loan Notes with new
investors (the 'Placing') arranged through Ludgate Investments Limited ('Ludgate
') as further described below. At the same time the Company announces the
conversion into Loan Notes of a loan of £1m made in January 2008 and this
follows an investment of £0.25 million in Loan Notes made by Ludgate in December
2007. In addition to the above the Board has received commitments from
Directors, proposed directors and others to subscribe for a further £1.04
million of Loan Notes and for approximately 750,000 Ordinary Shares to raise a
further £390,000 all of which are expected to complete shortly.
The Placing will provide additional working capital for the Company to service
the continued expansion of the group following recent contract wins and further
new contract wins announced today. The Placing will also finance the acquisition
of Go West Midlands Limited as described below.
2007 Results, current trading and new contract wins
As announced on 10 December 2007, the Company's financial performance improved
steadily during the financial year which ended on 30 November 2007, a year which
was characterised by increasing business volumes and improving margins. This led
to profitable trading in each of the last three months of the financial year and
a record result in November 2007, with turnover of just over £2m for the month.
Trading in the first 3 months of the new financial year has continued on this
positive trend with similar levels of turnover being recorded in December 2007
and January 2008. The Company continues to be successful in winning tenders for
new contracts and is pleased to be able to announce the award of two further
contracts by British Airways plc increasing revenues from this customer by £1.63
million per annum.
The Group's preliminary results for the year ended 30 November 2007 are now
expected to be announced during May 2008.
The Board now expects results for the current financial year to be ahead of
market expectations.
Acquisition of Go West Midlands Limited
Rotala has acquired the entire share capital of Go West Midlands Limited ('GWM')
for a cash consideration of £2.0 million.
GWM operates approximately 134 buses in the Birmingham area. The Board of Rotala
estimates that the annual income from GWM's bus operations, which are
principally commercial, amount to approximately £12m p.a.. GWM has 370 employees
and operates from a purpose built freehold operating and engineering depot at
Tividale, near Oldbury, Birmingham and two leased depots at West Bromwich and
Redditch.
The Board of Rotala estimates that the net book value of the assets being
purchased to be approximately £3.05 million comprising £1.7 million relating to
vehicles net of hire purchase liabilities, £1.45 million relating to fixed
assets including the freehold property and other net current liabilities of
approximately £0.1 million.
The last audited and filed accounts for GWM were in respect of the year ended 1
July 2006 when it reported a loss of £1,869,000 on a turnover of £13,422,000.
The acquisition of GWM provides Rotala with a significant expansion of its
activities in the Birmingham conurbation and makes the Company the second
largest provider of bus services in the market covered by the West Midlands
Passenger Transport Executive. The West Midlands bus market is the second
largest (after London) in the UK. The Board expects that the management and
operations of GWM can be quickly integrated within the Group's existing
structure giving rise to significant cost savings and that the acquisition will
be earnings enhancing in the current financial year. The Board further believes
the enlarged group will be well placed to continue its organic growth as a
result of its greater operating capacity following this acquisition.
Appointment of Robert Dunn
Robert Dunn has been appointed to the Board as a non-executive director with
immediate effect.
Mr Dunn will provide Rotala plc with the benefits of his 37 years experience in
the transport sector. His business experience includes leading and managing
businesses, both private and AIM listed, where acquisitions have been an
important part of business growth.
Robert Dunn is the father of Simon Dunn, Managing Director of Rotala plc, and of
Scott Dunn who has been retained by the Company to lead the integration of GWM.
Robert, Simon and Scott Dunn have in aggregate invested or committed to invest
£650,000 in the Loan Notes and Ordinary Share Issue, as described later in this
announcement.
Details of the Placing
The Placing comprises the issue of £2,372,500 of Loan Notes which have been
placed with institutional and other investors by Ludgate. The Loan Notes will
pay interest semi-annually in arrears on 30 June and 31 December in each year at
a rate of 8% p.a. with the first payment being for the period from the date of
the issue of the Loan Notes to 30th June 2008. The Loan Notes, which will not
be listed, are capable of being converted in aggregate into 3,514,806 new
Ordinary Shares of the Company. The conversion price is 67.5p per share which
represents a premium of 6.3% to the closing mid-market price of 63.5p per
Ordinary Share on 28 February 2008. If not converted, the Loan Notes will be
redeemed by the Company on 31 December 2011, or earlier with the agreement of
the noteholder.
In addition, the Company has issued to placees an aggregate of 1,306,220
warrants to subscribe for new Ordinary Shares in the Company (the 'Warrants').
Of these Warrants, 585,786 entitle placees to subscribe for new ordinary shares
at 75 pence per share at any time up to 31 December 2009 and 585,786 entitle
placees to subscribe for new ordinary shares at 80 pence per share at any time
up to 31 December 2010. In addition Ludgate, as placing agent to the Company,
has been issued with warrants entitling it to subscribe for 134,648 new ordinary
shares at 67.5 pence per share at any time up to 31 December 2011.
Ordinary Share Issue
Robert Dunn, Simon Dunn and Scott Dunn have, in aggregate, committed to
subscribe for 749,998 new Ordinary Shares at an issue price of 52 pence per
share for an aggregate investment of £390,000. This investment in Ordinary
Shares is in addition to a commitment to invest £160,000 in Loan Notes by Simon
Dunn and an investment in Loan Notes of £100,000 by Scott Dunn.
Conversion of Loan
On 16 January 2008, the Company announced that it had raised £1.0 million under
the terms of a loan agreement (the 'Loan Agreement'). The investors under the
Loan Agreement comprised John Gunn (who advanced the sum of £250,000) and
Ludgate, a company of which John Gunn is deputy chairman and in which he is a
shareholder, (which advanced the sum of £750,000).
The Loan Agreement provided for the principal amount advanced to be settled in
consideration of the issue of such number of Loan Notes as have an equal nominal
value to such amount, together with any warrants attaching to the Loan Notes on
the same terms as described under the details of the Placing above (the 'Loan
Conversion'). This conversion has now taken place.
Enlarged Share Capital
The conversion of all of the Loan Notes and exercise of all of the Warrants
issued under both the Placing and the Loan Conversion would result in the issue
of 6,840,777 new Ordinary Shares in aggregate. This would represent
approximately 25.2% of the enlarged issued share capital of the Company. Upon
issue the new Ordinary Shares will rank pari passu in all respects with the
existing issued ordinary shares of 25p each in the capital of the Company.
In aggregate, including £250,000 of Loan Notes which were taken up by Ludgate in
December 2007, the Company now has £3,622,500 of Loan Notes in issue following
the Placing and Loan Conversion.
Directors' and other interests
Certain directors intend to participate in the Placing as follows:
John Gunn £30,000*
Geoff Flight £50,000
Simon Dunn £160,000
Kim Taylor £25,000
*John Gunn has also invested £250,000 in Loan Notes through the Loan Conversion
described above.
If these investments are completed a further announcement will be made setting
out the resultant interests of the directors.
John Gunn, Chairman, commented
'The combination of the current trading performance of the group, the new
funding proposals, the latest acquisition announced today and the strengthening
of the Board set up Rotala for a successful future.
The Board believes that these events will take the Company to a new level and
enable it to deliver further increases in shareholder value going forward'.
Information required under Schedule 2, Para (g) of the AIM Rules:
Robert Anthony Dunn (aged 53) is currently, or has been in the past five years,
a director of the following companies:
Current: Past:
Monetgrange plc Dunn-Line Plc
motorBus Limited Dunn-line Polska
MP & C Investments Ltd Xtranet Solutions Limited
Motorcoach Ltd Dunn-Line Flights Limited
Lamcote Motors (Radcliffe) Limited
Bornyard Limited
Dunn-Line (Holdings) Limited
Dunn-Line (Derby) Limited
The Nottingham Coach Company Limited
Veolia Transport North Limited
Dunn-Line (Southern) Limited
Dunn-Line (Eastern) Limited
Dunn-Line (Western) Limited
Flights Hallmark Limited
Flights Corporate Transfers Limited
Solus (West Midlands) Limited
Distance Coaching Limited
The contents of this announcement include the full disclosures required under
Schedule 2, Para (g) of the AIM Rules.
Contacts:
John Gunn, Chairman Rotala plc 020 7621 5770
Kim Taylor, CEO Rotala plc 020 7621 5770
Rhod Cruwys / Romil Patel, Blue Oar Securities Plc 020 7448 4400
Robert Petch, Ludgate Investments Limited 020 7621 5770
This announcement does not constitute an offer to sell or an invitation to
subscribe for, or the solicitation of an offer to buy or to subscribe for,
Ordinary Shares in any jurisdiction in which such an offer or solicitation is
unlawful and is not for distribution in or into Canada, Japan, the United States
or Australia (the 'Prohibited Territories'). The Ordinary Shares have not been
and will not be registered under the United States Securities Act of 1933 (as
amended) or under the applicable securities laws of any state in the United
States or any Prohibited Territory and, unless an exemption under such Acts or
laws is available, may not be offered for sale or subscription or sold or
subscribed directly or indirectly within the Prohibited Territories or for the
account or benefit of any national, resident or citizen of the Prohibited
Territories. The distribution of this announcement in other jurisdictions may be
restricted by law and therefore persons into whose possession this announcement
comes should inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions.
The contents of this announcement are not to be construed as legal, financial or
tax advice. If necessary, each recipient of this announcement should consult
his, her or its own legal adviser, financial adviser or tax adviser for legal,
financial or tax advice.
Ludgate Investments Limited is regulated by the Financial Services Authority and
is acting for Rotala plc and for no one else in connection with the Placing and
will not be responsible to anyone other than Rotala plc for providing the
protections afforded to customers of Ludgate Investments Limited, or for
affording advice in relation to the Placing, the Future Placing or any other
matters referred to herein.
This information is provided by RNS
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