TIDMROL
RNS Number : 9563M
Rotala PLC
19 September 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE
MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION WHICH IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
19 September 2023
Rotala PLC
("Rotala", the "Company" or the "Group")
Announcement regarding possible offer
The Company announces that it has received an indicative
proposal from certain of its directors, being Simon Dunn, Bob Dunn
and John Gunn, its Chief Executive, Managing Director - North West,
and Non-Executive Chair respectively, (together, the "Director
Offerors") in relation to a possible offer of 63.5 pence per share,
payable in cash, for the Company (the "Proposal").
The offer would be made by a newly incorporated entity
established by the Director Offerors (and their spouses and certain
personal pension plans) (the "Potential Offeror") and would be made
for the entire issued and to be issued share capital of Rotala
which the Director Offerors (and their spouses and certain personal
pension plans) do not already own (the "Possible Offer").
The Director Offerors, together with their concert parties,
currently hold 11,661,434 ordinary shares of 25 pence each in the
capital of the Company ("Ordinary Shares"), representing
approximately 37.59 per cent. of the Company's issued share
capital.
As a result of the approach, a committee of independent
directors, comprising Graham Spooner, Non-Executive Deputy Chair
and Senior Independent Director, Graham Peacock, Independent
Non-Executive Director and Kim Taylor, Group Finance Director,
(together, the "Independent Directors"), has been formed to
consider the Possible Offer.
The Proposal, if it were to proceed to the announcement of a
firm intention to make an offer pursuant to Rule 2.7 of the Code,
is subject to the satisfaction or waiver of several pre-conditions,
including the satisfactory completion of due diligence and
finalisation and documentation of financing for the Possible Offer.
There can be no certainty that an offer will be made , even if the
pre-conditions referred to above are satisfied or waived.
Accordingly, shareholders are advised to take no action at this
time.
The Independent Directors have indicated to the Director
Offerors that they would be minded to recommend the Possible Offer
to Rotala shareholders, should a firm intention to make an offer
pursuant to Rule 2.7 of the Code be announced on the terms set out
above. The Independent Directors and their advisers are continuing
their discussions with the Director Offerors and their advisers to
progress the Proposal.
In accordance with Rule 2.5 of the Code, the Potential Offeror
reserves the right to make an offer for Rotala on less favourable
terms than those set out in this announcement: (i) with the
agreement or recommendation of the Independent Directors; (ii) if a
third party announces a firm intention to make an offer for Rotala
which, at that date, is at a value less than the value implied by
the Proposal; or (iii) following the announcement by Rotala of a
Rule 9 waiver pursuant to of the Code. The Potential Offeror
reserves the right to: (i) waive, in whole or in part, any
pre-condition to the announcement of a firm intention to make an
offer pursuant to Rule 2.7 of the Code; (ii) introduce other forms
of consideration; and (iii) vary the form or mix of the
consideration set out above. The Potential Offeror also reserves
the right to adjust the terms of the Proposal to take account of
the value of any dividend or other distribution which is announced,
declared, made or paid by Rotala after the date of this
announcement.
Following the release of this announcement, the Company is now
considered to be in an "offer period" as defined in the Code, and
the dealing disclosure requirements listed below now apply.
In accordance with Rule 2.6(a) of the Code, the Potential
Offeror is required, by not later than 5.00 p.m. on 17 October
2023, either to announce a firm intention to make an offer for the
Company in accordance with Rule 2.7 of the Code or announce that it
does not intend to make an offer, in which case the announcement
will be treated as a statement to which Rule 2.8 of the Code
applies. This deadline can be extended with the consent of the
Takeover Panel in accordance with Rule 2.6(c) of the Code.
This announcement of the Possible Offer is not an announcement
of a firm intention to make an offer under Rule 2.7 of the Code and
has been made with the agreement and approval of the Director
Offerors.
A further announcement will be made in due course, as
appropriate.
Enquiries:
Rotala Plc 0121 322 2222
Kim Taylor, Group Finance Director
Graham Spooner, Deputy Chair and Senior Independent Director
Graham Peacock, Independent Director
Shore Capital 020 7408 4090
Tom Griffiths / James Thomas / Lucy Bowden (Corporate Advisory)
Henry Willcocks (Corporate Broking)
Disclaimer
Shore Capital and Corporate Limited ("Shore Capital") which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority is acting as financial adviser (Rule 3) and
nominated adviser to the Company and no one else in connection with
the matters described 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 connection with any of the matters referred to in this
announcement. Neither Shore Capital nor any of its affiliates,
directors or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under
statute or otherwise) to any person who is not a client of Shore
Capital in connection with this announcement, any statement
contained herein or otherwise.
Relevant securities in issue
In accordance with Rule 2.9 of the Code, the Company confirms
that, as at close of business on 18 September 2023, its issued
share capital consisted of 31,021,784 Ordinary Shares excluding
5,910,000 Ordinary Shares held in treasury, with ISIN GB00B1Z2MP60,
which carry voting rights of one vote per share.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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 not later than
3.30 p.m. (London time) on the 10(th) business day following the
commencement of the offer period and, if appropriate, by not later
than 3.30 p.m. (London time) on the 10(th) 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 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 not 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 Takeover 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 +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Rule 26.1 disclosure
A copy of this announcement will be available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) on Rotala 's website at www.rotalaplc.com/investors
by no later than 12 noon (London time) on 20 September 2023. The
content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.
Inside information
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
(Amendment) (EU Exit) Regulations 2019. Upon the publication of
this announcement, this inside information is now considered to be
in the public domain.
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END
OFDFZGMLZLDGFZM
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