Result of Tender Offer

RNS Number : 2163Q

Rotala PLC

17 February 2023

 

17 February 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014

Rotala Plc

("Rotala", the "Company" or the "Group")

Result of Tender Offer,

Director/PDMR Shareholdings,

and

Total Voting Rights

Rotala (AIM: ROL.L), an operator of bus routes in the UK for businesses, local authorities, and the general public, announces the result of its oversubscribed Tender Offer.

On 26 January 2023, Rotala posted a circular to Shareholders with details of the Tender Offer to repurchase up to 18,181,818 Shares at the Tender Price of 55 pence per Share, for an aggregate maximum consideration of £10.0 million. The Tender Offer closed at 1.00 p.m. on 16 February 2023. Valid tenders were received in respect of 25,159,761 Shares, equal to 138.4% of the total number of Shares subject to the Tender Offer.  Of the total number of Shares validly tendered and purchased by the Company, 13,993,134 will be cancelled, with 4,188,684 Shares being placed in treasury.

As the Tender Offer was oversubscribed, not all of the Shares that have been validly tendered have been accepted and purchased. The Basic Entitlement applies to each Eligible Shareholder. Tenders have been accepted as set out in paragraphs 1.4 and 1.5 of Part II of the Circular as follows:

· All Shares validly tendered by any Shareholder up to their Basic Entitlement (being 35.7 per cent. calculated by reference to registered shareholdings as at the Tender Offer Record Date and rounded down to the nearest whole number of Shares) have been accepted and purchased in full; and

· All Shares validly tendered by Shareholders in excess of their Basic Entitlements have been scaled down pro rata to the total number of such Shares tendered in excess of their Basic Entitlement, such that the total cost of Shares purchased pursuant to the Tender Offer has not exceeded £10.0 million.

It is expected that CREST accounts will be credited by 3 March 2023 for revised uncertificated holdings of Shares and Tender Offer proceeds. For Shares held in certificated form, it is expected that cheques in respect of Tender Offer proceeds and balancing share certificates will be despatched as soon as practicable and by no later than 3 March 2023.

Directors' interests

Following the closing of the Tender Offer, the interests of each Director (and their immediate families), all of which are beneficial, of the Company's total voting rights are as follows :

Name	Number of Shares validly tendered	Shareholding immediately following the Tender Offer	% of Company's total voting rights immediately following the Tender Offer
John Gunn	-	7,326,340	23.62%
Simon Dunn	-	1,827,196	5.89%
Kim Taylor	181,818	408,738	1.32%
Robert Dunn	-	2,470,676	7.96%
Graham Spooner	268,000	532,000	1.71%
Graham Peacock	909,091	2,275,075	7.33%

Following completion of the purchase of Shares pursuant to the Tender Offer, the Board will be interested in a total of 47.84 per cent. of the Company's total voting rights.

The dealings by certain Directors, as set out above, in accordance with article 19(3) of the Market Abuse Regulation, have been disclosed at the end of this announcement.

Total Voting Rights

Following the closing of the Tender Offer and the cancellation of 13,993,134 Shares referred to above, the Company has 36,931,784 Shares in issue with 5,910,000 Shares held in treasury. Therefore, the total number of voting rights in the Company is 31,021,784 which may be used by Shareholders as the denominator in the calculations by which they may determine if they are required to notify their interest, or a change to their interest, in the Company under the FCA's Disclosure, Guidance and Transparency Rules.

Capitalised terms used in this announcement (unless otherwise defined) have the meanings set out in the Circular.

Rotala Plc	0121 322 2222
John Gunn, Chairman Simon Dunn, Chief Executive Kim Taylor, Group Finance Director
Shore Capital	020 7408 4090
Tom Griffiths / James Thomas / Lucy Bowden (Corporate Advisory) Henry Willcocks (Corporate Broking)

About the business

Rotala provides a range of transport solutions, ranging from local bus services under contract to local authorities, through to commercial bus routes. Rotala has operations at Heathrow Airport, in the East and West Midlands and in the North West. Operating companies are Diamond Bus Ltd, Diamond Bus (North West) Ltd, Diamond Bus (East Midlands) Ltd, Hallmark Connections Ltd and Preston Bus Ltd.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Kim Taylor
2	Reason for the notification
a)	Position/status	Group Finance Director
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Rotala plc
b)	LEI	213800ALMQ9Y4K5HPT66
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 25p each value ISIN: GB00B1Z2MP60
b)	Nature of the transaction	Tender Offer
c)	Price(s) and volume(s)	Price Volume 55.0 pence per share 181,818
d	Aggregated information - Aggregated volume - Price	N/A - single transaction
e)	Date of the transactions	17 February 2023
f)	Place of the transactions	London Stock Exchange

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Graham Spooner
2	Reason for the notification
a)	Position/status	Non-Executive Director
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Rotala plc
b)	LEI	213800ALMQ9Y4K5HPT66
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 25p each value ISIN: GB00B1Z2MP60
b)	Nature of the transaction	Tender Offer
c)	Price(s) and volume(s)	Price Volume 55.0 pence per share 268,000
d	Aggregated information - Aggregated volume - Price	N/A - single transaction
e)	Date of the transactions	17 February 2023
f)	Place of the transactions	London Stock Exchange

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Graham Peacock
2	Reason for the notification
a)	Position/status	Non-Executive Director
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Rotala plc
b)	LEI	213800ALMQ9Y4K5HPT66
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 25p each value ISIN: GB00B1Z2MP60
b)	Nature of the transaction	Tender Offer
c)	Price(s) and volume(s)	Price Volume 55.0 pence per share 909,091
d	Aggregated information - Aggregated volume - Price	N/A - single transaction
e)	Date of the transactions	17 February 2023
f)	Place of the transactions	London Stock Exchange

 

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