Statement re Settlement
Rotala PLC
30 December 2005
FOR IMMEDIATE RELEASE
30 December
Rotala PLC
Settlement of potential claims by and between Rotala PLC, Central Parking System
of UK Limited ('CPS'), the Flights Group of companies, Stuart Lawrenson, Paul
Churchman and Michael Tackley
Rotala PLC and the Flights Group of companies are pleased to announce that a
final settlement with Central Parking System of UK Limited ('CPS') and with
Stuart Lawrenson, Paul Churchman and Michael Tackley has been reached.
Previous announcements by Rotala on September 26th and November 25th 2005
described the background to the potential claims by CPS in respect of the
Flights Group of companies acquired by Rotala on 30 August 2005 and the claims
that Rotala has against Stuart Lawrenson under the Acquisition Agreement.
The key terms of the settlement are as follows:
• The full and final settlement of all claims and complaints between
the parties arising out of the disputed matters once the conditions in the
settlement agreement are satisfied;
• No admission by any of the parties in relation to any allegations
made to date;
• Stuart Lawrenson and Spritto Nominees ('Spritto') will give up any
deferred share consideration which would otherwise have become payable under the
original acquisition and the £750,000 loan note issued as part of the initial
consideration will no longer be payable by Rotala;
• Stuart Lawrenson will give up his entitlement to the 3,700,000 share
options which were granted to him under the Acquisition Agreement. Michael
Tackley and Paul Churchman, two other former employees of CPS, will also give up
their entitlements, of 3,500,000 and 3,500,000 share options in Rotala
respectively granted to them under the Acquisition Agreement;
• Rotala will effect, and Stuart Lawrenson (acting through Spritto )
agrees to, a placing of Spritto's 46,666,667 ordinary shares in Rotala; the
board of Rotala expects to complete the placing in January 2006;
• The parties have agreed that the net proceeds of such placing will be
transferred to CPS/the CPC group;
• Rotala will issue loan notes to CPS/the CPC group to the value of
£800,000, repayable in annual instalments between 31 December 2006 and 31
December 2010;
• Rotala will grant to CPS/the CPC group a warrant over 15,000,000
ordinary shares in Rotala at an exercise price of 1.5 pence per share,
exercisable for a five year period;
• The Flights Group of companies will settle the amount owing to CPS
of £920,000 in respect of goods and services supplied by that company. Of this
amount, £650,000 has already been settled and the balance will be settled on the
successful completion of Rotala's further fund raising announced by the
Directors' on 25 November 2005;
• Stuart Lawrenson will pay CPS the sum of £70,000 and a further sum of
£60,000 within a year; Michael Tackley and Paul Churchman will each pay CPS the
sum of £10,000;
• Stuart Lawrenson will resign forthwith and in any event within 14
days, as a director of Rotala.
Following this settlement, neither Stuart Lawrenson, Paul Churchman nor Michael
Tackley will have any further connections in any capacity with Rotala or any of
its subsidiaries.
The agreement and settlement with CPS will have an impact on the accounts of the
Flights Group of companies prior to their acquisition by Rotala, and on the
consolidated results to be presented by the Company in its Interim Statement for
the six months to 30 September 2005. This Statement was due on or before 30
December 2005.
In view of the fact that the agreement with CPC/CPS has only now been resolved
the board of Rotala intends to report the consolidated interim results in early
January, once the terms of the settlement have been implemented and
appropriately reflected in the Interim Statement.
As a result the shares of Rotala will be temporarily suspended pending such time
until the Interim Statement is released. At this time the board of Rotala will
update shareholders on the proposed placing and the group's current trading and
prospects.
John Gunn, Chairman of Rotala said: 'The directors of Rotala are delighted to
have agreed a very satisfactory outcome to this complicated issue with Central
Parking System of UK Limited. We look forward to building on the initial
platform we acquired without the distraction of such matters.'
Contacts:
Rotala:
Nick Fox, M: Communications 020 7153 1540
07711 727 618
Notes to Editors:
Information on Rotala
Rotala was admitted to trading on AIM on 29 March 2005 as a newly established
investment company to focus on the parking and transportation management
sectors. In the transport sector, the Board anticipated that opportunities would
arise in the provision of bus services, chauffeur-drive services, and integrated
ground transportation. In the Company's admission document dated 11 March 2005
the Board stated its intention to complete the Company's first acquisition
within six months of Admission and in August 2005 it agreed the acquisition of
the Flights Group of companies.
Information on the Flights Group
The Flights Group comprises three companies: Flights Hallmark, Flights Corporate
Transfers and FH Transport. Flights Hallmark is a mature coach and bus business
formed through the acquisition and amalgamation of a number of businesses. Its
main activities include the provision of dedicated transport solutions for a
range of corporate customers, the operation of various shuttle bus services and
a substantial coach hire business. Flights Corporate Transfers operates
chauffeur driven cars, particularly relating to transport to and from UK
airports, for a range of airlines and airline-related customers. The third
company, FH Transport, does not currently trade but holds certain contracts with
customers relating to the business operated by the other members of the Flights
Group.
This information is provided by RNS
The company news service from the London Stock Exchange
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