Placing and Repurchase of Loa

RNS Number : 8621S

Rotala PLC

28 May 2009

 



NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IF TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION

Rotala plc

('Rotala' or 'the Company')

Placing of 1,112,500 ordinary shares at 40 pence per share

and

Repurchase of £400,000 nominal value loan notes at a discount and cancellation of 600,000 outstanding warrants 

The Company is pleased to announce that it has raised £445,000 (gross) through the placing of 1,112,500 new ordinary shares at 40 pence per ordinary share with certain existing shareholders. The proceeds will be utilised to facilitate the repurchase of £400,000 nominal value loan notes and 600,000 warrants over ordinary shares for an aggregate price of £335,000, with the balance of the proceeds being utilised to augment the Company's working capital.

On 20 January 2006, Rotala issued £800,000 nominal value loan notes and 600,000 warrants to Central Parking System of UK Limited ('CPS'), in connection with the acquisition of the Flights Group at that time. Of these instruments £400,000 nominal value loan notes and the 600,000 warrants are still outstanding. The loan notes attract interest at a rate of 4 per cent. per annum, payable annually and are repayable by the Company in tranches on 31 January 2010 and 2011. The 600,000 warrants are convertible into ordinary shares at 37.5 pence per ordinary share up to 23 December 2010. CPS has agreed to accept £335,000 as consideration for the repurchase of the remaining £400,000 nominal value loan notes and the 600,000 warrants, which will be cancelled.

Following completion of the placing, the Directors and other Significant Shareholders will, so far as the Company is aware, have the following interests in ordinary shares:

Name of Director or Shareholder	Ordinary shares held (excluding options) immediately following the placing	Percentage of issued share capital as enlarged by the placing	Options and warrants
John Gunn 1,2,3	6,946,763	25.5	390,850 warrants and 400,000 options
Geoffrey Flight 4	1,302,833	4.8	121,579 warrants and 220,000 options
The Dunn Family 5	1,055,462	3.9	322,710 warrants and 845,000 options
Link Traders (Aust) Pty Ltd	1,050,000	3.9	-
Graeme Peacock	875,000	3.2	-
Susan Tobbell	875,000	3.2
Michael Samuel	375,000	1.4	123,456 warrants
Kim Taylor	322,500	1.2	37,344 warrants and 565,000 options

1         John Gunn's direct holding in the Company is 2,105,633 Ordinary Shares, representing 7.8 per cent. of the total voting rights of the Company immediately following the Placing and Subscription.

 

2         For the purpose of the AIM Rules, John Gunn's family holding, (including the holdings of Renate Gunn (John Gunn's wife) and the Wengen Pension Plan (of which John Gunn is a beneficiary and trustee)) holding in the Company is 5,103,857 Ordinary Shares, representing 18.9 per cent. of the total voting rights of the Company immediately following the Placing and Subscription.

 

3         John Gunn, Renate Gunn, the trustees of the Ingrid Croft Trust, the trustees of the Natalie Haynes Trust and the trustees of the Alison Pople Trust (of all of which trusts John Gunn is a trustee) are parties acting in concert for the purposes of the City Code on Takeovers and Mergers (the 'Code'). Accordingly, their respective interests are to be aggregated for the purposes of the Code. So far as the Company is aware, following the Proposals, this concert party will have a direct interest in 6,946,763 Ordinary Shares, representing 25.7 per cent. of the total voting rights of the Company.

 

4         Includes the Flight Pension Trust of which Geoffrey Flight is a trustee and beneficiary.

 

5         The Dunn Family includes the shareholdings of Robert Dunn (Non-executive Director) and Simon Dunn (Managing Director) of the Company.

Application has been made for the 1,112,500 new ordinary shares to be admitted to trading on AIM and it is expected that admission will take place on 2 June 2009. 

The new ordinary shares rank pari passu in all respects with the existing ordinary shares, including the right to receive any dividend or other distribution declared, made or paid after the date of their unconditional allotment. 

Following this allotment, the total issued share capital of the Company will have increased to 27,043,970 ordinary shares. 

For further information please contact:

Rotala plc
John Gunn, Chairman  Simon Dunn Chief Executive Kim Taylor, Group Finance Director	020 7621 5774 07825 808 525 07825 808 529
Charles Stanley Securities - NOMAD and broker	020 7149 6000
Mark Taylor / Ben Johnston / Adam Sumner

 

END

 

 

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