Placing Update

Rotala PLC 05 March 2008 Rotala plc ('Rotala' or 'the Company') Further placing of Loan Notes Directors' Dealings The Company announced earlier this week a trading update, acquisition, placing of Loan Notes and proposed placing of Ordinary Shares to raise £3.8 million in aggregate. Of this amount £1.4 million was in the form of commitments from Directors and other investors. The Company is pleased to announce that it has now raised a further £815,000 through the issue of £815,000 of Loan Notes (the 'Further Placing'). Details of the Further Placing The Further Placing comprises the issue of £815,000 of Loan Notes which have been placed by Ludgate Investments Limited with investors including certain directors of the Company. 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 30th June 2008. The Loan Notes which will not be listed are capable of being converted in aggregate into 1,207,406 new Ordinary Shares of the Company. The conversion price is 67.5p per share which represents a premium of 0.7% to the closing mid-market price of 67p per Ordinary Share on 3rd March 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 402,462 warrants to subscribe for new Ordinary Shares in the Company (the 'Warrants'). Of these Warrants, 201,231 entitle placees to subscribe for new ordinary shares at 75 pence per share at any time up to 31 December 2009, and 201,231 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 32,590 new ordinary shares at 67.5 pence per share at any time up to 31 December 2011. Enlarged Share Capital The conversion of all of the Loan Notes and exercise of all of the Warrants issued under the Further Placing would result in the issue of 1,642,458 new Ordinary Shares in aggregate. This would represent approximately 7.5% 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, following the Further Placing the Company now has £4,437,500 of Loan Notes in issue. There remain commitments of £225,000 from investors to subscribe for Loan Notes and these are expected to be issued by the Company later this month. In addition, 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 approximately £390,000 ('the Ordinary Share Issue'). This investment in Ordinary Shares is in addition to an investment of £260,000 in Loan Notes by Simon Dunn and Scott Dunn. The Ordinary Share Issue and the placing of the outstanding Loan Note commitments is expected to complete within the next few weeks. Directors' and other interests Certain directors have participated in the Further Placing as follows: John Gunn £30,000* Geoff Flight £50,000 Simon Dunn £160,000 Kim Taylor £25,000 *John Gunn and the Gunn Trusts have also invested £250,000 in Loan Notes through the Loan Conversion announced yesterday. Following the Further Placing, the Ordinary Share Issue and the Loan Conversion, the interests of the directors are as follows: Ordinary Shares % of Issued Share Warrants Loan held (excluding Capital as enlarged Notes*** options) by the Ordinary Share Issue John Gunn * 3,998,857 19.7 281,527 £405,000 Geoffrey Flight * * 990,333 4.9 121,578 £125,000 Kim Taylor 20,000 0.1 37,344 £50,000 Simon Dunn 35,000 0.2 79,012 £160,000 Nick Kennedy 151,886 0.7 - - - - * includes Mrs R. S. Gunn and Wengen Pension Plan ** includes the Flight Pension Trust of which Mr Flight is a beneficiary. *** the Loan Notes include £50,000 and £35,000 for Mr Gunn and Mr Flight respectively of CULS due 2008 (convertible into Ordinary Shares at any time prior to 31st December 2008 on the basis of 1 new Ordinary Share for every 62.5p of Loan Stock), £225,000, £40,000 and £25,000 in Unsecured Loan Notes due 2009 for Mr Gunn, Mr Flight and Mr Taylor respectively and the Loan Notes 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 The company news service from the London Stock Exchange

Companies

Rotala (ROL)
UK 100

Latest directors dealings