Loan Agreement

Rotala PLC
16 January 2008

                                   Rotala plc

                          ('Rotala' or 'the Company')



                           Loan to raise £1.0 million



The Board of Rotala announces that it has raised £1.0 million under the terms of
a loan agreement (the 'Loan Agreement') with Ludgate Investments Limited and
John Gunn, Chairman of the Company (the 'Loan').



The Loan will provide the finance required to enable the Company to complete the
acquisition of Ludlows of Halesowen Limited ('Ludlows'). Subject to final due
diligence and negotiations, the purchase contract for this acquisition is
expected to be agreed and signed within the next two weeks. The consideration
for the acquisition will be approximately £850,000 payable in cash on
completion, which is expected to take place simultaneously with contract
exchange.  The balance of the Loan will be used for general working capital
purposes.

Information on Ludlows

Ludlows is a bus business that operates 21 buses in the Halesowen district of
Birmingham approximately fourteen miles from the main depot of Flights Hallmark
Limited ('Flights'), a subsidiary of Rotala in the Aston area of Birmingham. The
current work undertaken by Ludlows is almost exclusively commercial stage
carriage. The Directors believe that the acquisition of Ludlows will improve the
ability of the enlarged Group to tender for and operate subsidised routes in
Worcestershire and Warwickshire by enhancing the efficiency of the routes that
the Group currently carries out in these counties.

Flights intends to transfer vehicles to the Halesowen depot of Ludlows. This
will free up space at the Long Acre depot and enable a further expansion of work
there to be carried out. The Directors anticipate that cost savings will be
achieved from a reduction in Ludlows' administrative and accounting overheads.

Ludlows reported sales of £1.7 million in its unaudited accounts for the
financial year ended 31 March 2007, with profit before tax of £169,000 and net
assets of £489,000 as at 31 March 2007.

Details of the Loan Agreement



Under the terms of the Loan Agreement, the lenders will receive interest
calculated on a daily basis in arrears at the rate of 8% p.a. In addition,
conditional upon, inter alia, appropriate resolutions being passed by the
shareholders of the Company at a General Meeting of the Company to authorise the
directors to allot securities in the capital of the Company for cash without the
statutory pre-emption procedure applying, the Loan Agreement provides for the
principal amount advanced under the Loan to be settled  in consideration of the
issue of such number of Unsecured Convertible Redeemable Loan Notes of £1.00
each due 2011 (the 'Loan Notes') as have an equal nominal value to such amount,
together with any warrants attaching to the Loan Notes as described below (the
'Loan Conversion').



The investors under the Loan Agreement comprise John Gunn (who has advanced the
sum of £250,000) and Ludgate Investments Limited ('Ludgate'), a company of which
John Gunn is deputy chairman and in which he is a shareholder, (which has
advanced the sum of £750,000).



The Board (excluding Mr. Gunn due to his position as a director and shareholder
of Ludgate and his participation in the Loan), having consulted with Blue Oar
Securities Plc, consider that the terms of the Loan Agreement are fair and
reasonable insofar as the shareholders of the Company are concerned.



General Meeting



The Board continues to be engaged in discussions regarding a number of further
acquisition opportunities in line with its principal strategy of expanding the
group rapidly around a small number of commercial hubs, currently centred on
Birmingham and Bristol. The Company will also require additional working capital
if it is to take full advantage of the opportunities for expansion that exist
through new contract wins, a number of which have been announced in recent
months.



For this reason the Company intends to seek approval from shareholders to
authorise the directors to allot up to 20.28 million relevant securities (as
defined in section 80(2) of the Companies Act 1985) in the Company for cash
without the statutory pre-emption procedure applying. An issue of securities of
this size would represent a 100% increase in the existing issued share capital
of the Company.



The Company intends to post a circular to shareholders as soon as possible
convening a General Meeting of the Company at which the relevant resolutions
will be proposed.



Terms of Loan Notes



Conditional upon, inter alia, appropriate resolutions being passed by the
shareholders of the Company at a General Meeting of the Company to authorise the
directors to allot securities in the capital of the Company for cash without the
statutory pre-emption procedure applying, the Loan Agreement provides for the
principal amount advanced under the Loan to be settled in consideration of the
issue of such number of Loan Notes.



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 issue of the Loan Notes to 30 June 2008.  The Loan Notes will be
convertible at a price of 67.5p per new ordinary share which represents a
premium of 14.4% to the closing mid-market price of 59p per ordinary share on 15
January 2008. If not converted, the Loan Notes will be redeemed by the Company
on 31 December 2011 or earlier, at the election of the Company and with the
agreement of the noteholders. The Loan Notes will not be listed but are
transferable under the terms of the agreement. Assuming the full conversion of
the Loan Notes to be issued under the Loan Conversion, a further 1,481,481 new
ordinary shares would be issued equivalent to 6.80% of the share capital of the
Company as enlarged by the issue (excluding any further placing made pursuant to
the resolutions to be proposed as referred to above).



In addition the Company will issue to holders of the Loan Notes two types of
non-transferable share warrants ('Warrants').  The first will be issued on the
basis of one Warrant for every six shares into which the Loan Notes are
convertible and subscribed for, exercisable (on the basis of 1 ordinary share
for every 1 Warrant exercised) until 31 December 2009 and have an exercise price
of 75p per share (the '2009 Warrants'). The second will also be issued on the
basis of one Warrant for every six shares into which the Loan Notes are
convertible and subscribed for, exercisable (on the basis of 1 ordinary share
for every 1 Warrant exercised) until 31 December 2010 and have an exercise price
of 80p per share (the '2010 Warrants').  The Warrants will not be listed and are
not transferable.  Assuming that the Loan Conversion takes place, 493,826
Warrants will be issued to the investors split equally between 2009 Warrants and
2010 Warrants.



In the event that at least £4m of Loan Notes are issued, and for as long as not
less than £1m of Loan Notes are outstanding, the noteholders will have the right
(by a resolution of 75% of the noteholders by nominal value) to nominate one
person to be appointed as a director of the Company.  Any person nominated
pursuant to this right must be approved by the Board and Blue Oar Securities
Plc, as the Company's nominated adviser.  Any such appointee will be required to
put himself forward for re-election by Shareholders at the annual general
meeting next following his appointment.





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



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 or any other matters referred to
herein.












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