Court Sanction of Scheme of Arrangement

Rotala PLC

15 January 2024

 

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION; THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

15 JANUARY 2024

RECOMMENDED ACQUISITION

of

Rotala PLC

("Rotala" or the "Company")

by

Rotala Group Limited

("RGL")

a newly incorporated entity directly and indirectly owned and controlled by Simon Dunn, Robert Dunn, John Gunn, the spouses of Simon Dunn and Robert Dunn, and Wengen Pension Plan

Court Sanction of Scheme of Arrangement

On 20 November 2023, the Boards of Rotala and RGL announced that they had reached agreement on the terms of a recommended cash offer, pursuant to which RGL would acquire the entire issued and to be issued share capital of Rotala for 63.5 pence per share (the "Acquisition").

The Acquisition is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), full details of which were sent to the shareholders of Rotala in the circular dated 11 December 2023 (the "Scheme Document").

On 4 January 2024, the Scheme was approved by the requisite majorities of Scheme Shareholders at the Court Meeting and the Special Resolutions in connection with the implementation of the Scheme were passed by the requisite majorities of Rotala Shareholders at the General Meeting.

Capitalised terms used and not defined in this announcement have the meanings given to them in the Scheme Document.

Sanction of Scheme

The boards of Rotala and RGL are pleased to announce that, earlier today, the High Court of Justice in England and Wales made an order sanctioning the Scheme under section 889 of the Companies Act.

The Scheme will become Effective upon the delivery of a copy of the Court Order to the Registrar of Companies, which is expected to occur on 17 January 2024.

Next steps and timetable

Rotala confirms that the last day of dealings in, and for registrations of transfers of, Rotala Shares will be 16 January 2024 and the Scheme Record Time will be 6.00 p.m. on 16 January 2024. Scheme Shareholders on Rotala's register of members at the Scheme Record Time will, upon the Scheme becoming Effective, be entitled to receive the consideration under the Scheme.

Trading on AIM in Rotala Shares will be suspended from 7:30 a.m. on 17 January 2024. The suspension is made pursuant to Rotala's application to the London Stock Exchange and is being effected as part of the Scheme.

It is expected that, subject to the Scheme becoming Effective on 17 January 2024, the cancellation of admission to trading on AIM of Rotala Shares will take effect at 7:00 a.m. on 18 January 2024.

A further announcement will be made when the Scheme becomes Effective.

General

All references in this announcement to times are to London time unless otherwise stated. The expected timetable of principal events for the implementation of the Scheme remains as set out in the results of Court Meeting and the General Meeting announcement released on 4 January 2024. The dates and times given are indicative only and are based on Rotala's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the expected times and/or dates change, the revised times and/or dates will be notified by announcement through a Regulatory Information Service.

Rotala Group Limited
Simon Dunn, Director    Bob Dunn, Director John Gunn, Director	Tel: [phone]
Rotala PLC	Tel: [phone]
Graham Spooner, Deputy Chair and Senior Independent Director Graham Peacock, Independent Non-Executive Director Kim Taylor, Group Finance Director
Shore Capital (Financial Adviser, Nominated Adviser and Corporate Broker to Rotala)	Tel: [phone]
Tom Griffiths James Thomas Lucy Bowden
KPMG LLP (Financial Adviser to RGL)	Tel: + 44 (0) 20 7311 1000
Helen Roxburgh Khush Purewal Zoë Nateras

Shoosmiths LLP is acting as legal adviser to RGL. Penningtons Manches Cooper LLP is acting as legal adviser to Rotala.

The person responsible for arranging the release of this announcement on behalf of Rotala is Kim Taylor, a director of Rotala.

IMPORTANT NOTICES:

This announcement is for information purposes only. It does not constitute an offer or form part of any offer or an invitation to purchase, subscribe for, sell or issue any securities or a solicitation of any offer to purchase, subscribe for, sell or issue any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement does not comprise a prospectus or a prospectus exempted document. The Acquisition will be made solely by means of the Scheme Document and the Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how the Acquisition may be accepted.

Disclaimers

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (together "Shore Capital"), which are authorised and regulated in the UK by the FCA, are acting respectively as financial adviser and broker exclusively for Rotala and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Rotala for providing the protections afforded to clients of Shore Capital, nor for providing advice in relation to any matter referred to herein.

KPMG LLP ("KPMG"), which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to RGL and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than RGL for providing the protections afforded to clients of KPMG, nor for providing advice in relation to any matter referred to herein. Neither KPMG nor any of its affiliates, respective directors, officers, employees and agents owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of KPMG in connection with the matters referred to in this announcement, or otherwise.

This announcement is for information purposes only and is not intended to, and does not constitute, or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy (or by any other document by which the Acquisition is made), which will together contain the full terms and conditions of the Acquisition and the Scheme, including details of how to vote in respect of the Acquisition and the Scheme. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document or any document by which the Acquisition is made.

To the extent permitted by applicable law, in accordance with normal UK practice, RGL or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase Rotala Shares, other than pursuant to the Acquisition, until the date on which the Scheme becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK and will be reported to a regulatory information service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Overseas Shareholders

The availability of the Acquisition to Overseas Shareholders and the distribution of this announcement in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves of, and observe, any such restrictions. Any person (including without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. If any Overseas Shareholder remains in any doubt, it should consult an appropriate independent professional adviser in its relevant jurisdiction without delay. In particular, the ability of persons who are not resident in the United Kingdom to vote their Rotala Shares at the Court Meeting or the General Meeting or to execute and deliver Forms of Proxy appointing another to vote their Rotala Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with the law of England and Wales and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.

Additional Information for US Investors

The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under the law of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act of 1934 (the "US Exchange Act"). Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement and the Scheme documentation has been or will have been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with US GAAP. US GAAP differs in certain significant respects from the International Financial Reporting Standards. None of the financial information in this announcement or the Scheme documentation has been audited in accordance with auditing standards generally accepted in the US or the auditing standards of the Public Company Accounting Oversight Board (United States). If RGL were to elect to implement the Acquisition by means of a Takeover Offer and determines to extend such Takeover Offer into the US, such Takeover Offer would be made in compliance with applicable US laws and regulations, including the US Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the United States by RGL and no one else.

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Rotala Shares pursuant to the Scheme will likely be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Rotala Shareholder is urged to consult his legal, tax and financial advisers immediately regarding the tax consequences of the Acquisition applicable to him/her, including under applicable US state and local, as well as foreign and other, tax laws.

It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws in connection with the Acquisition, since RGL and Rotala are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

In the event that the Acquisition is implemented by way of Takeover Offer, in compliance with applicable UK laws, RGL, its dealer manager (and their advisors or affiliates), or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Rotala other than pursuant to such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Neither the Acquisition nor this announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities approved or disapproved or passed judgement upon the fairness or the merits of the Acquisition, or determined if the information contained in this announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the United States.

Forward-Looking Statements

This announcement (including any information that is incorporated by reference into this announcement) contains statements about the Wider RGL Group and the Wider Rotala Group that are or may be forward-looking statements which are prospective in nature. All statements other than statements of historical facts may be forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal" or "strategy" or, words or terms of similar substance or the negative thereof. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the Wider RGL Group or the Wider Rotala Group and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the businesses of the Wider RGL Group or the Wider Rotala Group.

These forward-looking statements are not guarantees of future performance and speak only at the date of this announcement. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. All subsequent oral or written forward-looking statements attributable to the Wider RGL Group or the Wider Rotala Group or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. RGL and Rotala disclaim any obligation to update any forward-looking or other statements contained in this announcement, except as required by applicable law.

No Profit Forecasts or Estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Rotala or RGL for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Rotala or RGL.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on Website and availability of Hard Copies

Pursuant to Rule 26.1 of the Code, a copy of this announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on Rotala's website (www.rotalaplc.com/our-investors/recommended-offer-for-the-company), by no later than 12 noon on 16 January 2024, the Business Day following this announcement. The Panel have consented to the sole use of this website in accordance with Rule 26 of the Takeover Code.

Neither the content of this website nor the content of any other website accessible from hyperlinks on any such website is incorporated into, or forms part of, this announcement.

Rotala Shareholders, persons with information rights and participants in the Rotala Share Scheme may request a hard copy of this announcement (and any information incorporated by reference in this announcement), free of charge, by contacting Neville Registrars during business hours on [phone] or by submitting a request in writing to Neville Registrars, Neville House, Steelpark Road, Halesowen B62 8HD. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines will be open between 9:00 a.m. to 5:00 p.m., Monday to Friday excluding public holidays in England and Wales. Unless Rotala Shareholders make such a request, a hard copy of this Announcement and any such information incorporated by reference in it will not be sent to Rotala Shareholders. Rotala Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition be in hard copy form.

If Rotala Shareholders are in any doubt about the contents of this Announcement or what action they should take, they are recommended to seek their own personal financial, tax and legal advice immediately from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if they are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.

 

END