Convertible loan and warrants
Rotala PLC
14 June 2006
Rotala plc ('Rotala' or 'the Company')
Convertible loan notes and warrants
The Company announces that on 14 June 2006 it has issued £250,000 of convertible
loan notes ('Loan Notes') to John Gunn, the non-executive chairman of the
Company, Renate Gunn (John Gunn's wife), the trustees of the Ingrid Croft Trust
and the trustees of the Natalie Haynes Trust, (the beneficiaries of these Trusts
are adult daughters of John Gunn). The Loan Notes have been issued in the
following proportions:
John Gunn £120,000
Renate Gunn £80,000
Trustees of the Ingrid Croft Trust £30,000
Trustees of the Natalie Haynes Trust £20,000
In accordance with the terms of the arrangement, the Company has issued an
aggregate of 2,500,000 unlisted warrants over ordinary shares of 1p each in the
Company (the 'Warrants') in the following proportions:
Warrants
John Gunn 1,200,000
Renate Gunn 800,000
Trustees of the Ingrid Croft Trust 300,000
Trustees of the Natalie Haynes Trust 200,000
The funds raised by the issue of the Loan Notes will be used to finance the
acquisition of further vehicles and to augment the working capital of the
company. The summer months are the busiest of the year and short-term private
hire work has increased (to a degree associated with the football world cup).
Also, on the aviation side of the business, airline customers have entered their
summer schedules, with increased frequencies and more crew movements, which in
turn lead to more demand for the company's services, particularly in relation to
contracts which are new this year.
The Loan Notes entitle the holders to an annual 8 per cent. coupon, payable on
31 December 2006 and 30 June 2007. The Loan Notes are repayable or convertible
into ordinary shares at the option of the holder at a price of 1.6p per ordinary
share in the Company on 30 June 2007.
The Warrants are exercisable at the option of the holder at any time between 30
June 2006 and 30 June 2011. Each Warrant entitles a holder to one ordinary share
and is exercisable at 1.6p per ordinary share.
The number of ordinary shares in the Company currently in issue is 288,641,027,
of which John Gunn and persons connected with him hold 49,712,000 ordinary
shares, being 17.22 per cent. of the issued ordinary share capital. Assuming
that all of the Warrants are exercised and each Loan Note holder elects to
convert his or her Loan Notes into ordinary shares, the issued ordinary share
capital of the Company would be 306,766,027 ordinary shares, of which John Gunn
and his connected persons would hold 67,837,000 ordinary shares, being 22.11 per
cent. of the issued ordinary share capital.
The directors, with the exception of John Gunn, consider, having consulted with
the Company's nominated adviser, Corporate Synergy Plc, that the terms of this
transaction are fair and reasonable insofar as the shareholders of the Company
are concerned.
Enquiries:
Corporate Synergy Plc 020 7448 4400
Rhod Cruwys
David Seal
Rotala plc 0121 322 2370
Kim Taylor
Notes to Editors:
The Company was admitted to trading on AIM on 29 March 2005, having been
incorporated on 21 January 2005, to invest in the parking and transportation
sectors. In the transport sector, the Board anticipated that opportunities would
arise in the provision of bus services, chauffeur-drive services and integrated
ground transportation. In the Company's admission document dated 11 March 2005
the Board stated its intention to complete the Company's first acquisition
within six months of Admission and in August 2005 it agreed the acquisition of
the Flights Group of companies.
The Flights Group comprises three companies: Flights Hallmark, Flights Corporate
Transfers and FH Transport. Flights Hallmark is a mature coach and bus business
formed through the acquisition and amalgamation of a number of businesses. Its
main activities include the provision of dedicated transport solutions for a
range of corporate customers, the operation of various shuttle bus services and
a substantial coach hire business. Flights Corporate Transfers operates
chauffeur driven cars, particularly relating to transport to and from UK
airports, for a range of airlines and airline-related customers. The third
company, FH Transport, does not currently trade, but holds certain contracts
with customers relating to the business operated by the other members of the
Flights Group.
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