Further Placing Update
Rotala PLC
26 March 2008
26 March 2008
Rotala plc
('Rotala' or 'the Company')
Further placing of Loan Notes
Placing of Ordinary Shares
Directors' Dealings
On 3 March 2008, the Company announced a placing of Loan Notes and a 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.
On 5 March 2008, the Company announced that it had placed £815,000 of these
commitments with Directors and other investors.
The Company is now pleased to announce the placing of the remaining commitments
amounting to £615,000 through the issue of £225,000 of Loan Notes (the 'Further
Loan Note Issue') and the issue of Ordinary Shares and Warrants (the 'Ordinary
Share Issue') to Robert Dunn, Simon Dunn and Scott Dunn.
Details of the Further Loan Note Issue
£225,000 of Loan Notes have been placed by Ludgate Investments Limited with
investors. 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 333,333 new Ordinary Shares of the Company. The conversion price is 67.5p
per share which represents a premium of 13.44% to the closing mid-market price
of 59.5p per Ordinary Share on 20 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 111,110 warrants
to subscribe for new Ordinary Shares in the Company (the 'Warrants'). Of these
Warrants, 55,555 entitle placees to subscribe for new ordinary shares at 75
pence per share at any time up to 31 December 2009, and 55,555 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 13,332 new ordinary shares at
67.5 pence per share at any time up to 31 December 2011.
Ordinary Share Issue
Robert Dunn, Simon Dunn and Scott Dunn have, in aggregate, subscribed for
655,462 new Ordinary Shares at an issue price of 59.5 pence per share for an
aggregate investment of approximately £390,000 ('the Ordinary Share Issue'). In
addition the Company has issued to the subscribers an aggregate of 327,731
warrants to subscribe for new Ordinary Shares in the Company at 59.5 pence per
share at any time up to 31 December 2010. This investment in Ordinary Shares is
in addition to an investment of £260,000 in Loan Notes by Simon Dunn and Scott
Dunn announced on 3 March 2008.
The Company has today made application for the 655,462 new Ordinary Shares to be
admitted to trading on AIM. Trading in the new Ordinary Shares is anticipated to
commence on 1 April 2008.
Enlarged Share Capital
Following the Ordinary Share Issue the Company will have 21,010,041 Ordinary
Shares in issue.
The conversion of all of the Loan Notes and exercise of all of the Warrants
issued under the Further Loan Note Issue and the Ordinary Share Issue would
result in the issue of 785,506 new Ordinary Shares in aggregate. This would
represent approximately 3.6% 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 £4,662,500 of
Loan Notes in issue
Directors' and other interests
Certain directors have participated in the Ordinary Share Issue as follows:
Robert Dunn £250,000
Simon Dunn £40,000
Following the Further Loan Note Placing, the Ordinary Share Issue, the interests
of the directors are as follows:
Ordinary Shares % of issued Share Warrants Loan Notes***
held (excluding Capital as enlarged
options) by the Ordinary Share
Issue
John Gunn * 3,998,857 19.3 281,527 £405,000
Geoffrey Flight * * 990,333 4.7 121,578 £125,000
Kim Taylor 20,000 0.1 37,344 £50,000
Simon Dunn 102,227 0.5 112,626 £160,000
Nick Kennedy 151,886 0.7 - -
Robert Dunn 420,168 2.0 210,084 -
* 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 31 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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