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.
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