Placing and Trading Update
Rotala PLC
21 December 2007
Rotala plc
('Rotala' or 'the Company')
Placing to raise £250,000 and Trading Update
The Board of Rotala is pleased to announce that it has raised £250,000 (before
expenses) through a placing of Unsecured Convertible Loan Notes of £1.00 each
due 2011 (the 'Loan Notes') with warrants, as further detailed below (the
'Placing').
The Placing announced today will provide an initial tranche, equivalent to the
maximum amount that can be raised under the Company's existing authorities, of
additional working capital for the Company which is required to service the
continued expansion of the group following a number of new contract wins which
have been announced in recent weeks.
The directors then intend to carry out a further placing early in 2008 on
substantially similar commercial terms to those set out below (the 'Further
Placing'). Any such Further Placing will be conditional upon, inter alia,
appropriate resolutions being passed by the shareholders of the Company at a
General Meeting of the Company to authorise the directors to allot securities in
the capital of the Company for cash without the statutory pre-emption procedure
applying.
As announced on 10 December 2007, the Company's financial performance has
improved steadily during the financial year which ended on 30 November 2007, a
year which was characterized by increasing business volumes and improving
margins. This has led to profitable trading in each of the last three months of
the financial year and a record result in November 2007, with turnover of just
under £2m for the month. As previously announced, the Company continues to be
successful in winning tenders for new contracts which gives the Board confidence
in a further improvement of results in 2008. In addition the Company is in
active discussions regarding a number of acquisition opportunities in line with
the Board's principal strategy of expanding the group rapidly around a small
number of commercial hubs, currently based on Birmingham and Bristol.
The Group's preliminary results for the year ended 30 November 2007 are expected
to be announced in late February 2008.
Details of the Placing
The Placing of £250,000 of Loan Notes has been subscribed wholly by Ludgate
Investments Limited ('Ludgate'), a company of which John Gunn, Chairman of
Rotala, is deputy chairman and in which he has a shareholding interest. 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 370,370 new
Ordinary Shares of the Company. The conversion price is 67.5p per share which
represents a premium of 13.4% to the closing mid-market price of 59.5p per
Ordinary Share on 20 December 2007. 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 Ludgate, as the subscriber of the Loan
Notes and for arranging the issue, an aggregate of 138,270 warrants to subscribe
for new Ordinary Shares in the Company (the 'Warrants'). Of these Warrants
61,728 entitle Ludgate to subscribe for new ordinary shares at 75 pence per
share at any time up to 31 December 2009, 61,728 entitle Ludgate to subscribe
for new ordinary shares at 80 pence per share at any time up to 31 December 2010
and 14,814 entitle Ludgate to subscribe for new ordinary shares at 67.5 pence
per share at any time up to 31 December 2011.
Assuming conversion of the Loan Notes and exercise of the Warrants, the new
Ordinary Shares would represent approximately 2.44% of the enlarged issued share
capital of the Company. Ludgate, which has an existing holding of 397,980
ordinary shares, would have an aggregate holding of 906,620 ordinary shares
representing approximately 4.35% of the issued share capital of the Company as
so enlarged. 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.
Contacts:
John Gunn, Chairman Rotala plc 020 7621 5770
Kim Taylor, CEO Rotala plc 020 7621 5770
Rhod Cruwys / Matthew Marchant, Blue Oar Securities Plc 020 7448 4400
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.
This information is provided by RNS
The company news service from the London Stock Exchange