Rotala PLC
25 November 2005
Press Release
25 November 2005
Rotala plc ('Rotala' or 'the Company')
Further to the announcement made on 26 September 2005, the Company wishes to
update shareholders on recent developments.
Current trading
In the above announcement, the Company stated that turnover had continued to
grow. This trend continues; however the Company has through the acquisition of
the Flights Companies inherited what have transpired to be a number of
unsatisfactory and uneconomic commercial arrangements which have proved more
problematic than originally anticipated. This may therefore result in a larger
loss for the current financial period than expected originally and this will
have an adverse effect on the financial results for 2005 and 2006 until such
arrangements can be re-negotiated. The Company wishes to emphasise that at the
point of acquisition, no cash was paid to the vendor, and in fact all of the
initial consideration comprised shares which are the subject of non-disposal
undertakings, and furthermore the vendor, a company controlled by Stuart
Lawrenson, gave extensive warranties and indemnities in relation to the
business. The Directors have advised the vendor that they intend to pursue such
claims. As previously noted such claims can also be set against the loan note
consideration, which has not matured, and the Directors do not expect this to be
payable. Likewise, it is extremely unlikely that the deferred share
consideration, which was contingent upon a threshold profitability, will be
payable.
A further update on trading will be made shortly.
Potential claims by Central Parking Corporation ('CPC')
The Company informed shareholders in the previous announcement of certain
problems that had arisen in relation to CPC, the parent of the former employer
of Stuart Lawrenson, the vendor of the Flights business.
Since that time the Company has been engaged in constructive discussions with
CPC to complete the unwinding of inter-company balances and other
disentanglement issues. The Directors are reasonably confident that this
situation can be resolved on an amicable basis over the next few months and it
should be noted that no legal proceedings have been initiated by CPC against the
Company. Should settlement discussions with CPC not be concluded amicably and if
any proceedings were commenced against Rotala, these would be vigorously
resisted. The Directors intend to update the market as and when a final
determination of this matter is arrived at. Any potential damage to the Company
resultant from these issues is also the subject of the proposed warranty and
indemnity claims against Stuart Lawrenson referred to above.
Potential equity fundraising
As a result of the increased turnover of the Company (including the tendering
for, and servicing of, potential new contracts which involves considerable
expense), the continuing losses and the diversion of efforts resultant upon the
problems with Stuart Lawrenson and CPC, the Directors consider that it is
prudent to augment the working capital requirements of the Company. The Company
has been successful in negotiating improved banking facilities to cover working
capital requirements, leasing finance and the potential acquisition of new
contracts. Notwithstanding this the Directors have determined that new equity
funding should be raised of between £600,000 and £1,200,000. It is proposed that
the Directors will underwrite £600,000 of such issue.
Further details of the proposed fundraising are expected to be announced shortly
and it is expected that the issue price would be at a significant discount to
the current middle market price.
Contacts:
John Gunn, Rotala Plc 020 7 236 6236
Nick Fox, M:Communications 020 7 153 1540
This information is provided by RNS
The company news service from the London Stock Exchange
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