TIDMROL
RNS Number : 0187U
Rotala PLC
20 November 2023
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.
20 NOVEMBER 2023
RECOMMED 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
to be effected by way of a scheme of arrangement
under Part 26 of the Companies Act 2006
Summary and Highlights
-- Further to the announcement released by Rotala on 19
September 2023 regarding a possible cash offer for the Company, t
he boards of RGL and Rotala are pleased to announce that they have
reached agreement on the terms and conditions of a recommended
acquisition ("Acquisition") under which RGL will acquire the entire
issued and to be issued share capital of Rotala. It is currently
intended that the Acquisition will be effected by means of a
Court--sanctioned scheme of arrangement under Part 26 of the
Companies Act.
-- RGL is a private limited company formed specifically for the
purpose of the Acquisition. Following completion of the
Acquisition, RGL and Rotala will be directly and indirectly owned
by the directors of RGL being Simon Dunn, Robert Dunn and John Gunn
(the current Chief Executive, Managing Director - North West, and
Non-Executive Chairman of Rotala respectively), the spouses of
Simon Dunn and Robert Dunn, and Wengen Pension Plan ("Wengen") (a
personal pension plan operated by Wengen Limited for and on behalf
of its employee, John Gunn) (the "RGL Shareholders"). As at the
Latest Practicable Date, the RGL Shareholders and their Concert
Parties owned or controlled 12,784,220 Rotala Shares, representing
approximately 41.2 per cent. of Rotala's issued share capital
(excluding treasury shares) ("Ordinary Share Capital").
-- Under the terms of the Acquisition, each Rotala Scheme
Shareholder will be entitled to receive:
for each Scheme Share: 63.5 pence in cash (the "Offer
Price")
-- The Offer Price values the entire issued and to be issued
share capital of Rotala at approximately GBP 23.5 million, which
represents a premium of approximately:
o 9.5 per cent. to the Closing Price of 58 pence per Rotala
Share on 17 November 2023, the Latest Practicable Date prior to the
date of this Announcement;
o 51.2 per cent. to the Closing Price of 42 pence per Rotala
Share on 18 September 2023 (being the last Business Day prior to
the commencement of the Offer Period); and
o 15.5 per cent. to the price at which the tender offer was
undertaken by Rotala of 55 pence per Rotala Share which closed on
16 February 2023 (the "Tender Offer").
-- Fractional entitlements of pence payable to Rotala Scheme
Shareholders under the Acquisition will be rounded down to the
nearest whole number of pence.
-- If any dividend or other distribution or return of capital is
proposed, declared, made, paid or becomes payable by Rotala in
respect of the Rotala Shares on or after the date of this
Announcement and prior to the Scheme becoming Effective, RGL
reserves the right to reduce the value of the consideration payable
for each Rotala Share by up to the amount per Rotala Share of such
dividend, distribution or return of capital, in which case any
reference in this Announcement to the consideration payable will be
deemed to be a reference to the consideration as so reduced. Any
exercise by RGL of its rights referred to in this paragraph shall
be the subject of an announcement and, for the avoidance of doubt,
shall not be regarded as constituting any revision or variation of
the terms of the Acquisition. In such circumstances, Rotala
Shareholders will be entitled to retain any such dividend,
distribution or other return of capital declared, made or paid or
which becomes payable.
-- The Rotala Shares owned or controlled by the RGL Shareholders
(which includes all Rotala Shares held by their Personal Investment
Vehicles but excludes the Rotala Shares owned or controlled by the
Concert Parties), being, in aggregate, 6,601,398 Rotala Shares,
representing approximately 21.3 per cent. of the Ordinary Share
Capital on the Latest Practicable Date, will not be Scheme Shares
and will not be acquired by RGL pursuant to the Acquisition. These
shares will be acquired by RGL pursuant to the Subscription and
Rollover Agreement, pursuant to which, upon the Scheme becoming
Effective, (i) the RGL Shareholders will sell 3,510,303 Rotala
Shares owned or controlled by them (representing approximately 11.3
per cent. of the Ordinary Share Capital on the Latest Practicable
Date) to RGL in exchange for the allotment of 1,922,894 RGL
Ordinary Shares and 306,149 Preference Shares; (ii) each of Simon
Dunn, Robert Dunn, Carol Dunn and John Gunn shall procure that
their respective Personal Investment Vehicles shall sell 3,091,095
Rotala Shares held by them (representing approximately 10.0 per
cent. of the Ordinary Share Capital on the Latest Practicable Date)
to RGL in exchange for cash at the Offer Price. None of the RGL
Shareholders or Personal Investment Vehicles will be entitled to
vote in respect of the Rotala Shares owned or controlled by them at
the Court Meeting but may vote in respect of such Rotala Shares at
the General Meeting.
-- The Preference Shares to be issued in RGL will be non-voting
and will only have rights on an exit event (being a trade sale,
asset sale or IPO of RGL) or on a redemption (such as a
refinancing). The Preference Shares shall have no right to receive
dividends but a 6 per cent. coupon will be paid semi-annually,
provided that RGL can do so without jeopardising any of its
obligations / covenants under its facilities with HSBC. If the
coupon cannot be paid, it will be accrued and paid when
possible.
-- The Rotala Shares owned or controlled by the Concert Parties
(being 6,182,822 Rotala Shares on the Latest Practicable Date and
representing approximately 19.9 per cent. of the Ordinary Share
Capital on the Latest Practicable Date) will be Scheme Shares and
will be acquired by RGL pursuant to the Acquisition. The Court
Meeting will be of the holders of Scheme Shares except for the
holders of Scheme Shares owned or controlled by the Concert
Parties. The Scheme Shares owned or controlled by the Concert
Parties ("Non-Voting Scheme Shares") will not be voted at the Court
Meeting.
Information on RGL
-- RGL is a limited company registered in England and Wales and
incorporated on 26 July 2023. RGL was formed for the purposes of
the Acquisition and has not traded since incorporation, nor has it
entered into any obligations other than in connection with the
Acquisition.
-- Following completion of the Acquisition, RGL will be
controlled by the RGL Directors (Simon Dunn, Robert Dunn, John
Gunn) together with the spouses of Simon Dunn and Robert Dunn, and
Wengen, who are joint offerors with respect to the Acquisition.
Rationale for the Acquisition
-- The RGL Directors believe that Rotala's AIM quotation no
longer represents good value for Rotala and its shareholders,
providing limited share price growth and access to equity capital
while incurring material costs and carrying a regulatory
burden.
-- In addition, they believe that the lack of liquidity in the
Rotala Shares, and the perceived desire of many Rotala Shareholders
to seek an exit from their investment (as was demonstrated by the
materially oversubscribed Tender Offer) has acted as a restriction
to both the Company's share price potential and its ability to
raise funding by the issue of new shares to support new
opportunities for growth.
-- The RGL Directors see the acquisition of Rotala as an
opportunity to allow them to invest to support Rotala's growth
potential as a private company, combined with providing an
attractive cash return to Rotala Shareholders at the Offer
Price.
Recommendation
-- The Rotala Independent Directors, who have been so advised by
Shore Capital as to the financial terms of the Acquisition,
unanimously consider the terms of the Acquisition to be fair and
reasonable. In providing its advice to the Rotala Independent
Directors, Shore Capital has taken into account the commercial
assessments of the Rotala Independent Directors. Shore Capital is
providing independent financial advice to the Rotala Independent
Directors for the purposes of Rule 3 of the Takeover Code.
-- Accordingly, the Rotala Independent Directors intend to
recommend unanimously that Rotala Shareholders vote in favour of
the Scheme at the Court Meeting and the Resolution(s) at the
General Meeting (or, if (with the consent of the Panel) RGL
exercises its right to implement the Acquisition by way of a
Takeover Offer, accept or procure acceptances of such Takeover
Offer).
Irrevocable undertakings and letter of intent
-- Each of the Rotala Independent Directors has irrevocably
undertaken to vote in favour of the Scheme and the Resolution(s)
(or to accept a Takeover Offer) in respect of their entire
beneficial holdings of Rotala Shares, being a total of 3,215,813
Rotala Shares representing, in aggregate, approximately 10.4 per
cent. of the Ordinary Share Capital and approximately 17.6 per
cent. of the Rotala Shares eligible to vote at the Court
Meeting.
-- In addition, RGL has received irrevocable undertakings from
each of Nigel Wray, Susan Tobbell, Peter Phillips, David Poutney
and Vivienne Poutney to vote in favour of the Scheme at the Court
Meeting and the Resolution(s) at the General Meeting (or, if (with
the consent of the Panel), RGL exercises its right to implement the
Acquisition by way of a Takeover Offer, accept or procure
acceptances of such Takeover Offer) in respect of 5,983,657 Rotala
Shares representing, in aggregate, approximately 19.3 per cent. of
the Ordinary Share Capital on the Latest Practicable Date and
approximately 32.8 per cent. of the Rotala Shares eligible to vote
at the Court Meeting.
-- RGL has also received a non-binding letter of intent from
Nameco (No. 915) Limited ("Nameco") (as beneficial holder of Rotala
Shares) (Nameco being an entity owned entirely by Peter Phillips)
to vote in favour of the Scheme at the Court Meeting and the
Resolution(s) at the General Meeting (or, if (with the consent of
the Panel), RGL exercises its right to implement the Acquisition by
way of a Takeover Offer, accept or procure acceptances of such
Takeover Offer) in respect of 800,000 Rotala Shares representing,
in aggregate, approximately 2.6 per cent. of Rotala's Ordinary
Share Capital on the Latest Practicable Date and approximately 4.4
per cent. of the Rotala Shares eligible to vote at the Court
Meeting. The legal title to the shares beneficially held by Nameco
is held by Vidacos Nominees Limited and the shares are subject to a
pledge to The Corporation of Lloyds.
-- In total, RGL has received irrevocable undertakings and a
letter of intent, as described above, in respect of a total of
9,999,470 Rotala Shares (representing, in aggregate, approximately
32.2 per cent. of the Ordinary Share Capital on the Latest
Practicable Date) and approximately 54.8 per cent. of the Rotala
Shares eligible to vote at the Court Meeting. Further details of
these irrevocable undertakings, including the circumstances in
which they cease to be binding, and the letter of intent are set
out in Appendix III to this Announcement.
Timetable and conditions
-- It is intended that the Acquisition will be implemented by
way of the Scheme (although RGL reserves the right (with the
consent of the Panel), to elect to implement the Acquisition by way
of a Takeover Offer). The purpose of the Scheme is to provide for
RGL to become the owner of the entire issued and to be issued share
capital of Rotala. The Scheme will be put to Scheme Shareholders at
the Court Meeting and Rotala Shareholders at the General Meeting.
In order to become Effective, the Scheme must be approved by a
majority in number of the Scheme Shareholders voting at the Court
Meeting, either in person or by proxy, representing at least 75 per
cent. in value of the Scheme Shares voted. The approval of the
Resolution(s) by the requisite majority of Rotala Shareholders at
the General Meeting (to be held directly after the Court Meeting)
is also required for the implementation of the Scheme together with
the sanction of the Scheme by the Court.
-- The Scheme Document, containing further information about the
Acquisition and notices of the Court Meeting and the General
Meeting and which will be accompanied by the Forms of Proxy, will
be published as soon as practicable and, in any event, within 28
days of the date of this Announcement, unless RGL and Rotala
otherwise agree, and the Panel consents, to a later date. The
Scheme Document will specify the actions to be taken by Scheme
Shareholders and will contain an expected timetable for the
implementation of the Scheme.
-- The Scheme is expected to become Effective in the first
quarter of 2024, subject to the satisfaction or waiver of the
Conditions set out in Appendix I to this Announcement.
Commenting on the Acquisition, Simon Dunn , Director of RGL said
:
" We are excited about the opportunity for Rotala as a private
company, without the regulatory and cost burdens associated with an
AIM quotation, which will allow us to operate in a more agile way.
We believe that the Acquisition also provides a much-needed
liquidity event for Rotala Shareholders. "
Commenting on the Acquisition, Graham Spooner , Deputy Chair and
Senior Independent Director of Rotala, said :
" The Rotala Independent Directors are pleased to recommend
RGL's offer of 63.5 pence in cash for each Rotala Share which
represents a significant premium to both the Rotala Share price
before commencement of the Offer Period and the Tender Offer price
per share."
This summary should be read in conjunction with and is subject
to the full text of this Announcement and its appendices.
The Acquisition shall be subject to the Conditions and further
terms that are set out in Appendix I to this Announcement and to
the full terms and conditions which will be set out in the Scheme
Document. Appendix II to this Announcement contains the sources of
information and bases of calculations set out in this Announcement.
Appendix III to this Announcement contains further details of the
irrevocable undertakings and letter of intent referred to in this
Announcement. Appendix IV to this Announcement contains definitions
of certain terms used in this summary and in this Announcement. The
appendices form part of this Announcement.
Enquiries:
Rotala Group Limited
Simon Dunn, Director Tel: +44 (0) 121 322
Bob Dunn, Director 2222
John Gunn, Director
Rotala PLC Tel: +44 (0) 121 322
2222
Graham Spooner, Deputy Chair and Senior
Independent Director
Graham Peacock, Independent Non-Executive
Director
Kim Taylor, Group Finance Director
Shore Capital (Financial Adviser, Nominated Tel: +44 (0) 20 7408
Adviser and Corporate Broker to Rotala) 4090
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.
The Scheme Document and the Forms of Proxy will be published and
sent to Rotala Shareholders as soon as practicable and, in any
event, within 28 days of this Announcement, other than in relation
to a Restricted Jurisdiction.
Disclaimers
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.
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.
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 +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.
Right to switch to a Takeover Offer
RGL reserves the right, with the consent of the Panel, to elect
to implement the Acquisition by means of a Takeover Offer for the
entire issued and to be issued share capital of Rotala and to make
appropriate amendments to the terms of the Acquisition arising from
the change of structure from a Scheme to a Takeover Offer.
Information Relating to Rotala Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Rotala Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Rotala may be provided to RGL during the offer
period as required under Section 4 of Appendix 4 of the Takeover
Code to comply with Rule 2.11(c) of the Takeover Code.
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 ( http://www. rotalaplc .com ),
by no later than 12 noon on 21 November 2023, 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 +44 (0)121 585 1131 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.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Time
All times shown in this Announcement are London times, unless
otherwise stated.
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION 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 .
RECOMMED ACQUISITION
of
Rotala PLC ("Rotala" or the "Company")
by
Rotala Group Limited ("RGL")
a newly incorporated entity directly owned and controlled by
Simon Dunn, Robert Dunn, John Gunn, the spouses of Simon Dunn and
Robert Dunn, and Wengen Pension Plan
to be effected by way of a scheme of arrangement
under Part 26 of the Companies Act 2006
1. Introduction
Further to the announcement released by Rotala on 19 September
2023 regarding a possible cash offer for the Company, t he boards
of RGL and Rotala are pleased to announce that they have reached
agreement on the terms and conditions of a recommended acquisition
under which RGL will acquire the entire issued and to be issued
share capital of Rotala. It is currently intended that the
Acquisition will be effected by means of a Court--sanctioned scheme
of arrangement under Part 26 of the Companies Act.
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the
Conditions and further terms set out below and in Appendix I to
this Announcement, and to be set out in the Scheme Document, each
Rotala Scheme Shareholder will be entitled to receive:
for each Scheme Share: 63.5 pence in cash
-- The Offer Price values the entire issued and to be issued
share capital of Rotala at approximately GBP23.5 million, which
represents a premium of approximately:
o 9.5 per cent. to the Closing Price of 58 pence per Rotala
Share on the Latest Practicable Date prior to the date of this
Announcement;
o 51.2 per cent. to the Closing Price of 42 pence per Rotala
Share on 18 September 2023 (being the last Business Day prior to
the commencement of the Offer Period); and
o 15.5 per cent. to the price at which the Tender Offer was
undertaken by Rotala of 55 pence per Rotala Share, which closed on
16 February 2023.
Fractional entitlements of pence payable to Rotala Scheme
Shareholders under the Acquisition will be rounded down to the
nearest whole number of pence.
If any dividend or other distribution or return of capital is
proposed, declared, made, paid or becomes payable by Rotala in
respect of the Rotala Shares on or after the date of this
Announcement and prior to the Scheme becoming Effective, RGL
reserves the right to reduce the value of the consideration payable
for each Rotala Share by up to the amount per Rotala Share of such
dividend, distribution or return of capital, in which case any
reference in this Announcement to the consideration payable will be
deemed to be a reference to the consideration as so reduced. Any
exercise by RGL of its rights referred to in this paragraph shall
be the subject of an announcement and, for the avoidance of doubt,
shall not be regarded as constituting any revision or variation of
the terms of the Acquisition. In such circumstances, Rotala
Shareholders will be entitled to retain any such dividend,
distribution or other return of capital declared, made or paid or
which becomes payable.
The Rotala Shares owned or controlled by the RGL Shareholders
(which includes all Rotala Shares held by their Personal Investment
Vehicles but excludes the Rotala Shares owned or controlled by the
Concert Parties), being in aggregate 6,601,398 Rotala Shares,
representing approximately 21.3 per cent. of the Ordinary Share
Capital on the Latest Practicable Date, will not be Scheme Shares
and will not be acquired by RGL pursuant to the Acquisition. These
shares will be acquired by RGL pursuant to the Subscription and
Rollover Agreement, pursuant to which, upon the Scheme becoming
Effective, (i) the RGL Shareholders will sell 3,510,303 Rotala
Shares owned or controlled by them (representing approximately 11.3
per cent. of the Ordinary Share Capital on the Latest Practicable
Date) to RGL in exchange for the allotment of 1,922,894 RGL
Ordinary Shares and 306,149 Preference Shares ; and (ii) each of
Simon Dunn, Robert Dunn, Carol Dunn and John Gunn shall procure
that their respective Personal Investment Vehicles shall sell
3,091,095 Rotala Shares held by them (representing approximately
10.0 per cent. of the Ordinary Share Capital on the Latest
Practicable Date) to RGL in exchange for cash at the Offer Price.
None of the RGL Shareholders or Personal Investment Vehicles will
be entitled to vote in respect of the Rotala Shares owned or
controlled by them at the Court Meeting but may vote in respect of
such Rotala Shares at the General Meeting.
The Preference Shares to be issued in RGL will be non-voting and
will only have rights on an exit event (being a trade sale, asset
sale or IPO of RGL) or on a redemption (such as a refinancing). The
Preference Shares shall have no right to receive dividends but a 6
per cent. coupon will be paid semi-annually, provided that RGL can
do so without jeopardising any of its obligations / covenants under
its facilities with HSBC. If the coupon cannot be paid, it will be
accrued and paid when possible.
The Rotala Shares owned or controlled by the Concert Parties
(being 6,182,822 Rotala Shares on the Latest Practicable Date and
representing approximately 19.9 per cent. of the Ordinary Share
Capital on the Latest Practicable Date) will be Scheme Shares and
will be acquired by RGL pursuant to the Acquisition. The Court
Meeting will be of the holders of Scheme Shares except for the
holders of Scheme Shares owned or controlled by the Concert
Parties. The Non-Voting Scheme Shares will not be voted at the
Court Meeting. It is expected that:
-- the Scheme Document will be published as soon as practicable
and, in any event, within 28 days of the date of this Announcement
(unless otherwise agreed between Rotala and RGL with the consent of
the Panel);
-- subject to the satisfaction or waiver of the Conditions set
out in Appendix I to this Announcement, the Scheme will become
Effective in the first quarter of 2024 .
An expected timetable of events relating to the Acquisition will
be provided in the Scheme Document.
The Acquisition is subject to the Conditions and further terms
set out in Appendix I to this Announcement and to be set out in the
Scheme Document and will only become Effective conditional, amongst
other things, on the Scheme becoming Effective by no later than the
Long-Stop Date.
3. Background to and reasons for the Acquisition
The RGL Directors believe that in order for Rotala to achieve
its full potential, it would be better suited to a private company
environment where management would be in a stronger position to
deliver its longer-term business plan, with a simplified corporate
structure, free from, inter alia, requirements to meet the UK
public equity market's shorter-term expectations.
The RGL Directors believe that should Rotala remain publicly
quoted on AIM, it would continue to find it difficult to attract
and retain sufficient interest from institutional investors and
research coverage in its activities to generate stock liquidity and
a level of market rating that would make retaining its existing AIM
quotation worthwhile. The Tender Offer was significantly
oversubscribed and, against this backdrop, the RGL Directors
believe that there is likely to be a significant desire from
certain Rotala Shareholders for a liquidity event which is not
currently available to all of them, at the same time and at the
same price, through Rotala's AIM quotation.
The RGL Directors intend to invest in and support the growth of
Rotala's established platform and continued development by
acquiring bus depots around the UK. RGL also intends to maintain
Rotala's continuous pursuit of operational excellence while seeking
operational efficiencies. This will be within a simplified
corporate structure with a reduced regulatory burden and without
the numerous expenses associated with maintaining a UK public
quotation.
4. Background to and reasons for the recommendation
Since its admission to AIM in March 2005, Rotala has undergone a
period of significant growth and transformation. Its revenues have
grown from nearly GBP4 million in the financial year ended 30
November 2005 to approximately GBP85 million in the financial year
ended 30 November 2022. A key reason for Rotala's admission to
trading on AIM was the belief of its board of directors that the
enhanced public profile, access to capital and ability to use
Rotala's shares as an acquisition currency would enable it to grow
more quickly, both through organic growth and through
acquisitions.
In practice, these beliefs have not been realised. Rotala has
been unable to attract and retain the institutional investors which
are key to the provision of new capital, for example to underpin
acquisitions; it has been unable as a partial consequence to grow
its share price significantly and it has been unable to create a
truly liquid market in its shares. All these factors have made the
shares of Rotala seemingly unattractive to institutional investors
and made it impossible for Rotala to use its shares as an
acquisition currency. Despite Rotala completing 20 acquisitions
since its initial acquisition in August 2005, in no acquisition
since then has it been able to use its shares as part of the
consideration. In addition, the long-term trend in the AIM market
is an important factor: the number of institutional investors
prepared to look at propositions with, in AIM market terms, very
small market capitalisations has declined steadily over the years
while Rotala's shares have been quoted on this market and the
Rotala Independent Directors do not believe that there is any
evidence that this trend is going to change in the near future.
Consequently, t he Rotala Independent Directors believe that
Rotala's improving financial and operational performance, outlook
and prospects have not been reflected in Rotala's share price since
well before the onset of the COVID-19 pandemic .
The Company's share price stood at 54.5 pence at the end of
December 2019, but, after the onset of the COVID-19 pandemic and
the concurrent reduction in bus passenger numbers experienced by
Rotala and other bus operators, the Company's share price dropped
as low as 18.5 pence per share and, whilst it has recovered from
those lows, it had not, prior to release of the Possible Offer
Announcement, been above 50.5 pence since the start of the COVID-19
pandemic.
The Rotala Independent Directors believe that the Offer Price
represents an attractive price in cash for the Rotala Scheme
Shareholders, allowing Rotala Shareholders to exit at an attractive
premium to the price of Rotala Shares prior to the release of the
Possible Offer Announcement.
5. Recommendation of the Rotala Independent Directors
The Rotala Independent Directors, who have been so advised by
Shore Capital as to the financial terms of the Acquisition,
consider the terms of the Acquisition to be fair and reasonable. In
providing its advice to the Rotala Independent Directors, Shore
Capital has taken into account the commercial assessments of the
Rotala Independent Directors. Shore Capital is providing
independent financial advice to the Rotala Independent Directors
for the purposes of Rule 3 of the Takeover Code.
Accordingly, the Rotala Independent Directors intend to
recommend unanimously that Rotala Shareholders vote in favour of
the Scheme at the Court Meeting and the Resolution(s) at the
General Meeting (or, if (with the consent of the Panel) RGL
exercises its right to implement the Acquisition by way of a
Takeover Offer, accept or procure acceptances of such Takeover
Offer). Each of the Rotala Independent Directors has irrevocably
undertaken to vote in favour of the Scheme and the Resolution(s)
(or to accept a Takeover Offer) in respect of their entire
beneficial holdings of Rotala Shares, being a total of 3,215,813
Rotala Shares representing, in aggregate, approximately 10.4 per
cent. of the Ordinary Share Capital and approximately 17.6 per
cent. of the Rotala Shares eligible to vote at the Court Meeting.
Further details of these undertakings, including the circumstances
in which they cease to be binding, are set out in Appendix III to
this announcement.
6. Information on RGL
RGL is a private company incorporated in England and Wales with
limited liability on 26 July 2023 under the registered number
15030861. RGL has been established by Simon Dunn, Robert Dunn and
John Gunn specifically for the purposes of the Acquisition.
Following completion of the Acquisition, RGL will be controlled
by the RGL Directors together with the spouses of Simon Dunn and
Robert Dunn, and Wengen, who are joint offerors with respect to the
Acquisition.
The RGL Directors will hold the following positions within RGL
and Rotala:
-- Simon Dunn, Director of RGL. Simon will also retain his role
as Chief Executive of Rotala post-Acquisition. Simon has
operational responsibility for Rotala and its group. He has been
employed in the transport industry for over 30 years;
-- Robert Dunn, Director of RGL. Robert will also retain his
role as Managing Director - North West of Rotala post-Acquisition.
Robert has over 50 years' experience in the transport industry, in
both private and AIM-traded businesses. Robert founded and became
Chief Executive of Dunn-Line plc, which was AIM-quoted until its
sale to Veolia in 2006; and
-- John Gunn, Chairman of RGL. John will also retain his role as
Non-Executive Chairman of Rotala post-Acquisition. John is an
experienced director, and was formerly chief executive officer of
Exco International plc, and chairman of Telerate, Inc. and British
& Commonwealth Holdings plc.
RGL share capital
The issued share capital of RGL as at the date of this
Announcement comprises 1,365,826 RGL Ordinary Shares which are held
as follows:
RGL Shareholder Number of RGL Number of non-voting % Voting
Ordinary Shares Preference Shares Control
380,990 (of
which 380,989
Simon Dunn are partly paid) - 27.9%
------------------ --------------------- ---------
Robert Dunn 409,310 - 30.0%
------------------ --------------------- ---------
Carol Dunn 575,526 - 42.1%
------------------ --------------------- ---------
Total 1,365,826 - 100%
------------------ --------------------- ---------
The intended issued share capital of RGL as at the Effective
Date will comprise 3,288,720 RGL Ordinary Shares and 899,675
Preference Shares, to be held as follows:
RGL Shareholder Number of RGL Number of non-voting % Voting
Ordinary Shares Preference Shares Control
575,526 (of
which 380,989
Simon Dunn are partly paid) 64,999 17.5%
------------------ --------------------- ---------
Karen Dunn 575,526 - 17.5%
------------------ --------------------- ---------
Robert Dunn 575,526 278,527 17.5%
------------------ --------------------- ---------
Carol Dunn 575,526 - 17.5%
------------------ --------------------- ---------
John Gunn 328,872 360,821 10.0%
------------------ --------------------- ---------
Wengen 657,744 195,328 20.0%
------------------ --------------------- ---------
Total 3,288,720 899,675 100%
------------------ --------------------- ---------
In addition, pursuant to the terms of the Subscription and
Rollover Agreement:
-- Subject to, and upon receiving (or becoming entitled to
receive), the consideration due to them from RGL following the
exercise of the options held by each of them pursuant to the Rotala
Share Scheme and sale of the underlying shares, each of Simon Dunn
and Robert Dunn have undertaken to apply for the allotment of
27,425 Preference Shares and 133,590 Preference Shares
(respectively), such shares to be issued fully paid within 21 days
following the Effective Date;
-- Simon Dunn has undertaken to settle the subscription price
for the 380,989 partly paid RGL Ordinary Shares within 21 days of
the Effective Date; and
-- John Gunn has undertaken to subscribe for an additional
250,000 Preference Shares within one month of completion of the
administration of the estate of Renate Gunn.
RGL has not traded since its incorporation, nor has it entered
into any obligations other than the RGL Shareholders' Agreement,
the Monetgrange SPA, the Monetgrange Subscription Agreement, the
Subscription and Rollover Agreement, the RGL Directors' Loan
Agreements, the Facility Agreement and other than in connection
with implementation of the Acquisition (and each as outlined
further at paragraph 13 below). Further details on RGL will be
contained in the Scheme Document.
As RGL was incorporated on 26 July 2023, no financial
information is available or has been published in respect of RGL
and there are no current ratings or outlooks publicly accorded to
RGL by ratings agencies.
RGL Shareholders' Agreement
On 16 November 2023, the RGL Shareholders and RGL entered into a
shareholders' agreement (the "RGL Shareholders' Agreement").
The RGL Shareholders' Agreement governs the terms of each
shareholder's shareholding and provides that decisions in respect
of certain customary matters require the approval of holders of not
less than 75 per cent. by nominal value of the RGL Ordinary
Shares.
7. Information on Rotala
Rotala was incorporated in England and Wales on 21 January 2005
as a public company limited by shares with the name Rotala PLC and
with registered number 05338907 and admitted to trading on AIM as a
cash shell on 29 March 2005. On 30 August 2005 Rotala acquired
inter alia Flights Hallmark Limited and Flight Corporate Transfers
Limited by way of a reverse takeover pursuant to the AIM Rules and
its shares were re-admitted to trading on AIM.
Rotala provides a range of transport solutions for businesses,
local authorities, the public and private individuals. Rotala has
grown through acquisitions and amalgamation of local coach and bus
operations and is now one of the largest operators in its chosen
geographical locations, being the West Midlands and Worcestershire,
the East Midlands, the North West and the London areas.
Rotala has the following subsidiaries:
-- Diamond Bus (East Midlands) Limited;
-- Diamond Bus Limited;
-- Diamond Bus Company Holding Limited (intermediate holding company only);
-- Diamond Bus (North West) Limited;
-- Hallmark Connections Limited;
-- Preston Bus Limited;
-- Shady Lane Property Limited (dormant);
-- Hallbridge Way Property Limited;
-- Rotala Shared Services Limited; and
-- Flights Hallmark Limited (dormant).
8. Rotala current trading and outlook
The Company continues to trade in line with its budget for FY23.
In late September 2023, the Company transferred its commercial bus
operations based at the Bolton depot to the incoming franchise
operator, and at the same time commenced operating seven new small
franchises in Greater Manchester which it was awarded in the first
franchise bidding round. The Company has been successful in the
second round of franchise bidding in Greater Manchester, winning
another small franchise, this time in the Oldham area. This
franchise will commence in March 2024 and is a five-year contract
with annual revenues of approximately GBP1.5 million. Seven new
buses have been ordered to operate these services at a cost of
GBP1.4 million.
Elsewhere, the Company continues to work closely with its local
authority partners in evaluating changes to the bus market,
aligning services with current passenger loadings and likely future
requirements . The Company is working particularly closely with
those local authorities with approved Bus Service Improvement
Plans. These authorities are now able to use those plans to support
bus services in the short term with a view to creating sustainable
long term commercial services.
9. Intentions with respect to the business, management,
employees, pensions and locations of business
RGL believes that Rotala represents an attractive investment
opportunity which can deliver meaningful growth and attain a strong
market position with appropriate funding and support. The RGL
Directors' long-standing experience in the business means that they
are well placed to understand the complexities of the business and
to be able to deliver future development. Over the longer term, the
RGL Directors believe that RGL's financial support will provide
financial stability to Rotala and enhanced operational
capabilities, allowing it to better service its existing
strategy.
Management, employees and employment rights
The RGL Directors recognise the significant skills and operating
experience of Rotala's management and employees and expect that
they will play an important role in the future development of
Rotala. The RGL Directors intend to support Rotala to continue to
execute and refine their existing medium term business plan and
strategy for the development of the Wider Rotala Group.
The non-executive Rotala Directors, being Graham Peacock and
Graham Spooner, have agreed to resign with effect from completion
of the Acquisition or, if later, on the date when admission of the
Rotala Shares to trading on AIM is cancelled. They will each
receive remuneration in line with the termination provisions of
their letters of appointment by way of compensation.
The operations of the business involve submitting and operating
regular tenders for local government services and purely commercial
opportunities in the deregulated bus markets which exist outside of
Greater London and Greater Manchester. The loss or expiration of
tenders and contracts and the entering into of new commercial
opportunities can therefore impact the number of employees in the
Rotala Group, the number of vehicles required, and the number and
location of depots which the business retains.
Beyond this, RGL has no intention of making any material changes
to the operations of the business, nor any material change in the
balance of skills and functions of employees and management in the
Rotala Group other than as a consequence of the day-to-day
operations which may arise as highlighted above.
Management incentivisation
RGL has not entered into, nor is it in discussions on any
proposals to enter into, any form of incentivisation arrangements
with any members of Rotala management who are interested in Rotala
Shares and has no plans so to do, beyond current contractual
entitlements. No proposals have been made on the terms of any
incentive arrangements for relevant management.
Existing rights and pensions
RGL has given assurances to the Rotala Independent Directors
that, following completion of the Acquisition, the existing
contractual and statutory employment rights and terms and
conditions of employment, including any employer contributions to
company pension schemes as applicable, of the management and
employees of the Wider Rotala Group will be fully safeguarded. RGL
does not intend to make any changes with regards to the Wider
Rotala Group's existing pension schemes, the accrual of benefits
for existing members and the admission of new members to such
schemes. Accordingly, the RGL Directors believe that the prospects
of the employees of Rotala will not be adversely affected by the
implementation of the Acquisition.
Research and development functions
There is no research and development function in Rotala.
Headquarters, fixed assets and places of business
Upon completion of the Acquisition, other than as set out below,
RGL does not intend to make any restructurings or changes in
location of Rotala's headquarters and headquarter functions,
operations and places of business and its existing material fixed
assets. As previously announced in its interim results for the six
months ended 31 May 2023, which were released on 28 July 2023,
Rotala sold its Bolton bus depot, with all its associated fixtures,
fittings, plant and machinery to the Greater Manchester Combined
Authority. This sale completed on 7 July 2023. In addition, on 24
September 2023, the sale by Rotala of 134 vehicles, being the
majority of its buses based at the Bolton depot to Go North West
Limited was also completed.
Following completion of the Acquisition, the RGL Directors
expect to undertake a sale and leaseback of Rotala's Silverwell
Street, Bolton offices to Simon Dunn's pension scheme, in order to
reduce the debt levels within RGL.
Listing and trading facilities
Rotala Shares are currently admitted to trading on AIM. As set
out in paragraph 16 below , it is RGL's intention to seek the
cancellation of the admission to trading of Rotala Shares on AIM to
take effect shortly after completion of the Acquisition.
Other
In accordance with Rule 2.11 of the Takeover Code, Rotala will
make a copy of this Announcement available to its employees and
will inform its employees of the rights of employee representatives
(if any) under Rule 25.9 of the Takeover Code to require that a
separate opinion of any employee representatives on the effects of
the Acquisition on employment be appended to the Scheme
Document.
Other than as described in this Announcement, RGL does not
expect the Acquisition to impact on it.
No statements in this paragraph 9 are "post-offer undertakings"
for the purposes of Rule 19.5 of the Takeover Code.
10. Rotala Share Scheme
Participants in the Rotala Share Scheme will be contacted
regarding the effect of the Acquisition on their rights under the
scheme and appropriate proposals which reflect their rights under
the Rotala Share Scheme will be made to them in due course. Details
of the proposals will be set out in separate letters to be sent to
any participants in the Rotala Share Scheme.
Details of the impact of the Scheme on the Rotala Share Scheme
will be set out in the Scheme Document.
11. Irrevocable undertakings and letter of intent
In addition to the irrevocable undertakings received from the
Rotala Independent Directors referred to in paragraph 5 above, RGL
has received irrevocable undertakings from each of Nigel Wray,
Susan Tobbell, Peter Phillips, David Poutney and Vivienne Poutney
to vote in favour of the Scheme at the Court Meeting and the
Resolution(s) at the General Meeting, in respect of a total of
5,983,657 Rotala Shares, representing approximately 19.3 per cent.
of the Ordinary Share Capital) and approximately 32.8 per cent. of
the Rotala Shares eligible to vote at the Court Meeting.
RGL has also received a non-binding letter of intent from Nameco
(an entity owned entirely by Peter Phillips) to vote in favour of
the Scheme at the Court Meeting and the Resolution(s) at the
General Meeting (or, if (with the consent of the Panel), RGL
exercises its right to implement the Acquisition by way of a
Takeover Offer, accept or procure acceptances of such Takeover
Offer) in respect of 800,000 Rotala Shares representing, in
aggregate, approximately 2.6 per cent. of the Ordinary Share
Capital on the Latest Practicable Date and approximately 4.4 per
cent. of the Rotala Shares eligible to vote at the Court Meeting.
The legal title to the shares beneficially held by Nameco is held
by Vidacos Nominees Limited and the shares are subject to a pledge
to The Corporation of Lloyds.
Accordingly, RGL has received irrevocable undertakings and a
letter of intent in respect of a total of 9,999,470 Rotala Shares,
representing, in aggregate, approximately 32.2 per cent. of the
Ordinary Share Capital on the Latest Practicable Date and
approximately 54.8 per cent. of the Rotala Shares eligible to vote
at the Court Meeting.
Further details of these irrevocable undertakings, including the
circumstances in which they cease to be binding, and the letter of
intent are set out in Appendix III to this Announcement.
12. Financing
The cash consideration payable by RGL under the terms of the
Acquisition will be funded through debt financing.
RGL has entered into the Facility Agreement with HSBC for an
aggregate amount of GBP22,100,000.
KPMG is satisfied that sufficient financial resources are
available to RGL to satisfy in full the cash consideration payable
to Scheme Shareholders under the terms of the Acquisition.
13. RGL structuring arrangements
Monetgrange SPA
Monetgrange Limited ("Monetgrange") is a private property
investment company formerly owned and controlled by Robert Dunn and
Carol Dunn.
On 16 November 2023, RGL entered into a share purchase agreement
with Robert Dunn and Carol Dunn, pursuant to which (i) Robert Dunn
exchanged 41,561 ordinary shares of GBP1.00 each in the capital of
Monetgrange ("Monetgrange Shares") in consideration for the
allotment of 409,310 RGL Ordinary Shares, and (ii) Carol Dunn
exchanged 58,439 Monetgrange Shares in consideration for the
allotment of 575,526 RGL Ordinary Shares.
Monetgrange Subscription Agreement
On 16 November 2023, RGL, Robert Dunn and Monetgrange entered
into a subscription agreement, pursuant to which it was agreed that
prior to the Acquisition becoming Effective:
-- Robert Dunn will apply for the allotment and issue of 243,527
Preference Shares to him, such shares to be issued and credited as
fully paid at an aggregate subscription price of GBP243,527;
-- in exchange for the allotment and issue of the Preference Shares:
o Robert Dunn will assign the benefit of a director's loan
agreement dated 16 November 2023 made between (1) Robert Dunn, and
(2) Monetgrange to RGL; and
o Robert Dunn will release Monetgrange from any and all
obligations it may have to him in relation to the balance of the
director's loan agreement (being GBP243,527).
RGL Directors' Loan Agreements
On 16 November 2023, RGL entered into unsecured directors' loan
agreements with each of the below directors with loans in the
principal amounts as indicated (the "RGL Directors' Loan
Agreements"):
-- Simon Dunn - GBP64,999;
-- Robert Dunn - GBP35,000; and
-- John Gunn - GBP250,000.
It is intended that the balance outstanding on the RGL
Directors' Loan Agreements will be capitalised into Preference
Shares pursuant to the terms of the Subscription and Rollover
Agreement.
Subscription and Rollover Agreement
On 16 November 2023, RGL and the RGL Shareholders entered into a
subscription and rollover agreement (the "Subscription and Rollover
Agreement"). Pursuant to the Subscription and Rollover Agreement it
was agreed that:
-- On the date the Subscription and Rollover Agreement is entered into:
o Simon Dunn shall apply for the allotment of 380,989 RGL
Ordinary Shares, such shares to be issued to him by RGL partly paid
(the "SD Partly Paid Shares").
-- Following this Announcement but prior to the Effective Date:
o Karen Dunn will gift 81,580 Rotala Shares to Simon Dunn;
and
o Robert Dunn and Carol Dunn (acting as joint shareholders) will
gift 239,286 Rotala Shares to Robert Dunn.
(together, the " Rollover Conditions ").
-- Rollover and acquisition of Rotala Shares (the "Rollover"):
Subject to the satisfaction of the Rollover Conditions, and the
Acquisition becoming Effective, the following steps shall
occur:
o Simon Dunn, Karen Dunn, Robert Dunn, John Gunn and Wengen will
transfer 3,510,303 Rotala Shares to RGL in exchange for the
allotment of 1,922,894 RGL Ordinary Shares and 306,149 Preference
Shares pursuant to a roll-over mechanism;
o each of (i) Simon Dunn, (ii) Robert Dunn, (iii) Carol Dunn,
and (iv) John Gunn will procure that the Personal Investment
Vehicles, which together hold 3,091,095 Rotala Shares for and on
behalf of each of them, will sell 3,091,095 Rotala Shares to RGL in
exchange for cash calculated at the Offer Price;
The RGL Ordinary Shares and Preference Shares to be issued
pursuant to the Rollover shall be issued on the Effective Date.
-- Following the Rollover, the following steps shall occur:
o Capitalisation of RGL Directors' Loans
-- Simon Dunn will apply for the allotment of 64,999 Preference
Shares;
-- Robert Dunn will apply for the allotment of 35,000 Preference
Shares; and
-- John Gunn will apply for the allotment of 250,000 Preference
Shares,
in each case, such Preference Shares to be issued to the
relevant applicant following this Announcement but prior to the
Effective Date by RGL fully paid.
Each of the applicants and RGL agree that the aggregate
subscription price for the Preference Shares shall be satisfied by
the release of RGL's liability to each of the relevant applicants
in respect of outstanding RGL Directors' Loan Agreements.
o Subscription for additional Preference Shares
Subject to, and upon, receiving (or becoming entitled to
receive) the consideration due to them pursuant to the Rotala Share
Scheme, Simon Dunn has undertaken to apply for the allotment of
27,425 Preference Shares, and Robert Dunn has undertaken to apply
for the allotment of 133,590 Preference Shares.
In each case, Simon Dunn and Robert Dunn have undertaken to
utilise part of the consideration received by them pursuant to the
Rotala Share Scheme to settle the subscription price for the
relevant Preference Shares.
o Settlement of SD Partly Paid shares:
Simon Dunn has undertaken to utilise part of the consideration
received by him pursuant to the Rotala Share Scheme to pay the
outstanding balance on the SD Partly Paid Shares within 21 days of
the Effective Date.
o Additional John Gunn Preference Shares
John Gunn has undertaken to apply for the allotment of 250,000
Preference Shares within one month following the completion of the
administration of the estate of Renate Gunn.
14. Structure of the Acquisition
The Scheme
It is intended that the Acquisition will be effected by means of
a Court-sanctioned scheme of arrangement between Rotala and the
Rotala Scheme Shareholders under Part 26 of the Companies Act,
although RGL reserves the right to elect to implement the
Acquisition by means of a Takeover Offer with the consent of the
Panel.
The purpose of the Scheme is for RGL to become the holder of the
entire issued and to be issued share capital of Rotala. Following
the Scheme becoming Effective, the Scheme Shares will be
transferred to RGL, in consideration for which Rotala Scheme
Shareholders whose names appear on the register of members of
Rotala at the Scheme Record Time will receive 63.5 pence in
cash.
The Rotala Shares owned or controlled by the RGL Shareholders
(which includes all Rotala Shares held by their Personal Investment
Vehicles but excludes the Rotala Shares owned or controlled by the
Concert Parties) (being 6,601,398 Rotala Shares as at the Latest
Practicable Date) will not be Scheme Shares and will not be
acquired by RGL pursuant to the Acquisition. These shares will be
acquired by RGL pursuant to the Subscription and Rollover
Agreement, pursuant to which, upon the Scheme becoming Effective,
(i) the RGL Shareholders will sell 3,510,303 Rotala Shares owned or
controlled by them (representing approximately 11.3 per cent. of
the Ordinary Share Capital on the Latest Practicable Date) to RGL
in exchange for the allotment of 1,922,894 RGL Ordinary Shares and
306,149 Preference Shares each in the capital of RGL; and (ii) each
of Simon Dunn, Robert Dunn, Carol Dunn and John Gunn shall procure
that their respective Personal Investment Vehicles shall sell
3,091,095 Rotala Shares held by them (representing approximately
10.0 per cent. of the Ordinary Share Capital on the Latest
Practicable Date) to RGL in exchange for cash at the same price per
Rotala Share as the Offer Price. Neither the RGL Shareholders nor
the Personal Investment Vehicles will be permitted to vote in
respect of the Rotala Shares owned or controlled by them at the
Court Meeting, but will be permitted to vote in respect of such
Rotala Shares at the General Meeting.
The Rotala Shares owned or controlled by the Concert Parties
(being 6,182,822 Rotala Shares on the Latest Practicable Date and
representing approximately 19.9 per cent. of the Ordinary Share
Capital on the Latest Practicable Date) will be Scheme Shares and
will be acquired by RGL pursuant to the Acquisition. The Court
Meeting will be of the holders of Scheme Shares except for the
holders of Scheme Shares owned or controlled by the Concert
Parties. The Non-Voting Scheme Shares will not be voted at the
Court Meeting.
Conditions
Implementation of the Scheme will be subject to the Conditions
and further terms set out in Appendix I to this Announcement and to
be set out in the Scheme Document. The Acquisition is conditional
upon the Scheme becoming Effective, subject to the Takeover Code,
on or before the Long-Stop Date or such later date (if any) as RGL
and Rotala may agree and the Panel and the Court may allow. In
summary, the Acquisition will be conditional, amongst other things,
upon:
-- the approval of the Scheme by a majority in number of the
Scheme Shareholders present and voting (and entitled to vote),
either in person or by proxy, at the Court Meeting (or any
adjournment thereof), representing not less than 75 per cent. in
value of the Scheme Shares held by such Scheme Shareholders and
such Court Meeting being held on or before the 22nd day after the
expected date of the Court Meeting to be set out in the Scheme
Document (or such later date (if any) as RGL and Rotala may agree
and, if required, the Court and the Panel may allow);
-- the resolution(s) required to approve and implement the
Scheme, as set out in the notice of the General Meeting (including,
without limitation, the Resolution(s), being duly passed by the
requisite majorities of Rotala Shareholders at the General Meeting
(or at any adjournment thereof) and such General Meeting being held
on or before the 22nd day after the expected date of the General
Meeting to be set out in the Scheme Document (or such later date
(if any) as RGL and Rotala may agree and, if required, the Court
and the Panel may allow);
-- the sanction of the Scheme by the Court (without modification
or with modification on terms acceptable to RGL and Rotala) and the
delivery of a copy of the Court Order to the Registrar of Companies
and the Court Hearing being held on or before the 22nd day after
the expected date of the Court Hearing to be set out in the Scheme
Document (or such later date (if any) as RGL and Rotala may agree
and, if required, the Court and the Panel may allow); and
-- the other conditions not otherwise identified above (but set
out in the Scheme Document) either being satisfied or, with the
exception of certain conditions which are not capable of waiver,
waived.
The deadlines for the timing of the Court Meeting, the General
Meeting and the Court Hearing to sanction the Scheme as set out
above may be waived by RGL, and the Long-Stop Date may be extended
by agreement between Rotala and RGL (with the Panel's consent and,
if required, the Court's approval).
Once the necessary approvals from Rotala Shareholders and the
Court have been obtained and the other Conditions have been
satisfied or (where applicable) waived, the Scheme shall then
become Effective upon delivery of the Court Order to the Registrar
of Companies.
As a result of their interest in the Acquisition and/or their
relationships with RGL, the RGL Directors and their Personal
Investment Vehicles will not be entitled to vote (and the
Non-Voting Scheme Shares will not be voted ) at the Court Meeting
to consider and if thought fit approve the Scheme. Their relevant
holdings of Rotala Shares (including the Non-Voting Scheme Shares)
(comprising approximately 41.2 per cent. of the Ordinary Share
Capital on the Latest Practicable Date) will not count towards the
majorities required to approve the Scheme. Each is however entitled
to vote at the General Meeting.
In order that the Court can be satisfied that the votes cast
constitute a fair representation of the views of Rotala
Shareholders, it is important that as many votes as possible are
cast in person or by proxy at the Court Meeting.
It is expected that the Scheme Document will be dispatched to
Rotala Shareholders within 28 days of this Announcement (unless
otherwise agreed between Rotala and RGL with the consent of the
Panel). Subject to the satisfaction or waiver of the Conditions set
out in Appendix I to this Announcement, it is expected that the
Scheme will become Effective in the first quarter of 2024 .
If the Scheme is not Effective by the Long-Stop Date (or such
later date (if any) as Rotala and RGL may, with the consent of the
Panel, agree and (if required) the Court may allow), the Scheme
will not be implemented and the Acquisition will not proceed.
Upon the Scheme becoming Effective: (i) it shall be binding on
all Scheme Shareholders, irrespective of whether or not they
attended or voted at the Court Meeting or the General Meeting (and
if they attended and voted, whether or not they voted in favour);
and (ii) share certificates in respect of Rotala Shares will cease
to be valid and entitlements to Rotala Shares held within the CREST
system will be cancelled. The consideration for the transfer of
Scheme Shares to RGL will be despatched to Rotala Scheme
Shareholders no later than 14 days after the Effective Date.
Any Rotala Shares (other than Excluded Shares) issued before the
Scheme Record Time will be subject to the terms of the Scheme. The
Resolution(s) to be proposed at the General Meeting will, amongst
other matters, provide that the Articles be amended to incorporate
provisions requiring any Rotala Shares issued after the Scheme
Record Time (other than to RGL and/or its nominees) to be
automatically transferred to RGL on the same terms as the
Acquisition (other than terms as to timing and formalities). The
provisions of the Articles (as amended) will avoid any person
(other than RGL and its nominees) holding shares in the capital of
Rotala after the Effective Date.
The Scheme Document will include further details of the Scheme,
together with notices of the Court Meeting and the General Meeting.
The Scheme will be governed by English law and will be subject to
the jurisdiction of the Courts of England and Wales. The Scheme
will also be subject to the applicable requirements of the Takeover
Code, the Panel, the AIM Rules, the London Stock Exchange and the
FCA.
Right to switch to a Takeover Offer
RGL reserves the right, with the consent of the Panel, to elect
to implement the Acquisition by means of a Takeover Offer for the
entire issued and to be issued share capital of Rotala and to make
appropriate amendments to the terms of the Acquisition arising from
the change of structure from a Scheme to a Takeover Offer. In such
event, the Acquisition will be implemented on the same terms, so
far as applicable, as those which would apply to the Scheme
(subject to appropriate amendments) including an acceptance
condition set at 90 per cent. of the Rotala Shares to which such
Takeover Offer relates (or such lesser percentage as RGL may decide
after, to the extent necessary, consultation with the Panel, being
in any case more than 50 per cent. of the Rotala Shares to which
such Takeover Offer relates).
If the Acquisition is effected by way of a Takeover Offer and
such Takeover Offer becomes or is declared unconditional in all
respects and sufficient acceptances are received, RGL intends to:
(i) make a request to the London Stock Exchange to cancel the
admission to trading of the Rotala Shares on AIM; and (ii) exercise
its rights to apply the provisions of Chapter 3 of Part 28 of the
Companies Act to acquire compulsorily the remaining Rotala Shares
in respect of which the Takeover Offer has not been accepted.
15. Disclosure of interests in Rotala
The RGL Shareholders and their Personal Investment Vehicles have
a total shareholding (indirectly and directly) of 6,601,398 Rotala
Shares. It is intended that the Rotala Shares owned and controlled
by the RGL Shareholders (including those Rotala Shares held by
their Personal Investment Vehicles) will be acquired by RGL
pursuant to the terms of the Subscription and Rollover Agreement
with effect from the Acquisition becoming Effective.
As at the date of this Announcement, the interests of the RGL
Directors and persons acting, or deemed to be acting in concert
with them for the purposes of the Acquisition in Rotala Shares are
as follows:
Name Number of Rotala Shares and
percentage of Ordinary Share
Capital on the Latest Practicable
Date
RGL Shareholders (including shares held by the Personal
Investment Vehicles)
Simon Dunn 839,276 (2.71%)
------------------------------------
Karen Dunn 987,920 (3.18%)
------------------------------------
Robert Dunn 1,657,337 (5 .34 %)
------------------------------------
Robert Dunn held jointly with
Carol Dunn 239,286 ( 0.77 %)
------------------------------------
Carol Dunn 573,717 (1.85%)
------------------------------------
John Gunn 960,441 (3.10%)
------------------------------------
Wengen 1,343,421 (4.33%)
------------------------------------
Total Rotala Shares held
by RGL Shareholders 6,601,398 (21.28%)
------------------------------------
Concert Parties
The estate of Renate Gunn
(deceased spouse of John Gunn) 1,922,035 (6.20%)
------------------------------------
Anthony Scott Dunn (brother
of Simon Dunn and son of Robert
Dunn) 31,250 (0.10%)
------------------------------------
Christian Dunn (brother of
Simon Dunn and son of Robert
Dunn) 26,500 (0.09%)
------------------------------------
Jack Dunn (grandson of Robert
Dunn and nephew of Simon Dunn) 11,058 (0.04%)
------------------------------------
The Gunn Family Charitable
Trust (related trust of John
Gunn) 1,398,000 (4.51%)
------------------------------------
The 181 Fund Limited (company
which is under the control
of John Gunn and his close
family members) 1,702,443 (5.49%)
------------------------------------
J H Gunn Settlement Re: Ingrid
Croft (daughter of John Gunn) 55,001 (0.18%)
------------------------------------
J H Gunn Settlement Re: Alison
Pople (deceased) (now in favour
of Jack Pople, grandson of
John Gunn) 200,000 (0.64%)
------------------------------------
J H Gunn Settlement Re: Natalie
Haynes (daughter of John Gunn) 836,535 (2.70%)
------------------------------------
Total Rotala Shares held
by Concert Parties 6,182,822 (19.93%)
------------------------------------
Total Rotala Shares held
by RGL Shareholders and persons
acting in concert with them 12,784,220 (41.21%)
------------------------------------
In addition, the following RGL Directors and their Concert
Parties hold the following interests in the Rotala Share
Scheme:
Number of Rotala Share
Date of Grant Date of Expiry Exercise Price per Share Scheme options
Simon Dunn 24/11/2014 23/11/2024 54p 900,000
-------------------------- ---------------- ----------------- -------------------------- -------------------------
16/03/2022 23/11/2024 25p 2,000,000
---------------- -------------------------------------------- -------------------------- -------------------------
Robert Dunn 24/11/2014 23/11/2024 54p 615,000
-------------------------- ---------------- ----------------- -------------------------- -------------------------
16/03/2022 23/11/2024 25p 800,000
---------------- -------------------------------------------- -------------------------- -------------------------
Jack Dunn (grandson of
Robert Dunn and nephew
of Simon Dunn) 15/10/2021 23/11/2024 29p 200,000
---------------- ----------------- -------------------------- -------------------------
Other than as disclosed above, as at the Latest Practicable
Date, none of RGL or any RGL Directors or, so far as RGL is aware,
any person acting, or deemed to be acting, in concert with RGL for
the purposes of the Acquisition:
-- had an interest in, or right to subscribe for, relevant securities of Rotala;
-- had any short position in (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, relevant securities of Rotala; or
-- had borrowed or lent any Rotala Shares.
Furthermore, save for the irrevocable undertakings and letter of
intent described in paragraph 11 above, and the Subscription and
Rollover Agreement, no arrangement exists between RGL or Rotala or
a person acting in concert with RGL or Rotala in relation to Rotala
Shares. For these purposes, an "arrangement" includes any indemnity
or option arrangement, any agreement or any understanding, formal
or informal, of whatever nature, relating to Rotala Shares which
may be an inducement to deal or refrain from dealing in such
securities.
16. Cancellation of admission to trading on AIM and re-registration
Prior to the Scheme becoming Effective, it is intended that an
application will be made to the London Stock Exchange for the
cancellation of the admission to trading of the Rotala Shares on
AIM, such cancellation to be conditional on the Scheme becoming
Effective, and to take effect on and from or shortly after the
Effective Date. The last day of dealings in Rotala Shares is
expected to be the Business Day prior to the Effective Date.
On the Effective Date, share certificates in respect of Rotala
Shares will cease to be valid and entitlements to Rotala Shares
held within the CREST system will be cancelled or transferred. It
is also proposed that, as soon as reasonably practicable following
the Effective Date, Rotala will be re-registered as a private
limited company.
A resolution to approve the re-registration will be proposed at
the General Meeting.
17. Overseas Shareholders
The ability of Overseas Shareholders to participate in the
Acquisition 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, the Forms of Proxy 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 in
relation to these matters, 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. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document.
18. Documents published on website
Copies of the following documents will be made available on
Rotala's website at https://www.rotalaplc.com by no later than 12
noon on 21 November 2023 (being the Business Day following the date
of this Announcement) until the end of the Offer Period:
-- this Announcement;
-- the irrevocable undertakings and letter of intent referred to in paragraph 11 above;
-- the Facility Agreement;
-- the Subscription and Rollover Agreement referred to in paragraph 13 above ;
-- the Monetgrange Subscription Agreement referred to in paragraph 13 above;
-- the Monetgrange SPA referred to in paragraph 13 above;
-- the RGL Directors' Loan Agreements referred to in paragraph 13 above ; and
-- the written consents of KPMG and Shore Capital referred to in paragraph 19 below.
Neither the contents of Rotala's website, nor the content of any
other website accessible from hyperlinks on such website, is
incorporated into or forms part of, this Announcement. The Panel
have consented to the sole use of this website in accordance with
Rule 26 of the Takeover Code.
19. General
KPMG and Shore Capital have each given and not withdrawn their
written consent to the publication of this Announcement with the
inclusion herein of the references to their names in the form and
context in which they appear.
KPMG is acting as financial adviser to RGL and Shoosmiths LLP is
acting as legal adviser to RGL.
Shore Capital is acting as financial adviser and corporate
broker to Rotala. Penningtons Manches Cooper LLP is acting as legal
adviser to Rotala.
The terms and conditions contained in this Announcement are set
out in Appendix I to this Announcement. The sources of certain
financial information and bases of calculation contained in this
Announcement are set out in Appendix II to this Announcement.
Certain terms and expressions used in this Announcement are defined
in Appendix IV to this Announcement.
Enquires:
Rotala Group Limited
Simon Dunn, Director Tel: 0121 322 2222
Bob Dunn, Director
John Gunn, Director
Rotala PLC Tel: 0121 322 2222
Graham Spooner, Deputy Chair and Senior
Independent Director
Graham Peacock, Independent Non-Executive
Director
Kim Taylor, Group Finance Director
Shore Capital (Financial Adviser, Nominated Tel: +44 (0) 20 7408
Adviser and Corporate Broker to Rotala) 4090
Tom Griffiths
James Thomas
Lucy Bowden
KPMG LLP (Financial Adviser to RGL) Tel: + 44 (0) 20 7311
1000
Helen Roxburgh
Khush Purewal
Zoë Nateras
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.
The Scheme Document and the Forms of Proxy will be published and
sent to Rotala Shareholders as soon as practicable and, in any
event, within 28 days of this Announcement, other than in relation
to a Restricted Jurisdiction.
Disclaimers
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.
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. 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 (or Takeover Offer,
if applicable) 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 independent 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 a
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 +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.
Right to switch to a Takeover Offer
RGL reserves the right, with the consent of the Panel, to elect
to implement the Acquisition by means of a Takeover Offer for the
entire issued and to be issued share capital of Rotala and to make
appropriate amendments to the terms of the Acquisition arising from
the change of structure from a Scheme to a Takeover Offer.
Information Relating to Rotala Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Rotala Shareholders, persons with
information right s , participants in the Rotala Share Scheme and
other relevant persons for the receipt of communications from
Rotala may be provided to RGL during the offer period as required
under Section 4 of Appendix 4 of the Takeover Code to comply with
Rule 2.11(c) of the Takeover Code.
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 ( https://www.rotalaplc.com ),
by no later than 12 noon on 21 November 2023, 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 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 +44 (0)121 585 1131 or by submitting a
request in writing to Neville Registrars Limited, 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.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Time
All times shown in this Announcement are London times, unless
otherwise stated.
APPIX I
CONDITIONS AND FURTHER TERMS OF THE ACQUISITION AND THE
SCHEME
Part A: Conditions of the Acquisition and the Scheme
1. The Acquisition will be conditional upon the Scheme becoming
unconditional and Effective, subject to the Takeover Code, on or
before the Long-Stop Date.
2. The Scheme will be subject to the following conditions:
2.1 the approval of the Scheme by a majority in number of the
Scheme Shareholders at the Voting Record Time present and voting
(and entitled to vote), in person or by proxy, at the Court Meeting
and at any separate class meeting which the Court may require (or,
in either case, any adjournment thereof) representing not less than
75 per cent. in value of the Scheme Shares held by those Scheme
Shareholders and such Court Meeting being held on or before the
22(nd) day after the expected date of the Court Meeting to be set
out in the Scheme Document (or such later date (if any) as may be
agreed by RGL and Rotala and, if required, the Court and the Panel
may allow);
2.2 the passing of resolution(s) required to approve and
implement the Scheme being duly passed by Rotala Shareholders by
the requisite majority or majorities at the General Meeting (or any
adjournment thereof) and such General Meeting being held on or
before the 22(nd) day after the expected date of the General
Meeting to be set out in the Scheme Document (or such later date
(if any) as may be agreed by RGL and Rotala and, if required, the
Court and the Panel may allow);
2.3 the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms
acceptable to Rotala and RGL at the Court Hearing) and such Court
Hearing being held on or before the 22nd day after the expected
date of the Court Hearing to be set out in the Scheme Document in
due course (or such later date (if any) as may be agreed between
RGL and Rotala and, if required, the Court and the Panel may
allow); and
2.4 delivery of a copy of the Court Order to the Registrar of Companies.
3. In addition, subject as stated in Part B below and to the
requirements of the Panel, the Acquisition will be conditional upon
the following Conditions and, accordingly, the Court Order will not
be delivered to the Registrar of Companies unless such Conditions
(as amended if appropriate) have been satisfied (where capable of
satisfaction) or, where relevant, waived:
Notifications, waiting periods and authorisations
3.1 all notifications, filings or applications in connection
with the Acquisition which are necessary having been made and all
necessary waiting periods (including any extensions thereof) under
any applicable legislation or regulation of any jurisdiction having
expired, lapsed or been terminated (as appropriate) and all
applicable statutory and regulatory obligations in any jurisdiction
having been complied with in respect of the Acquisition or the
acquisition or the proposed acquisition of any shares or other
securities in, or control or management of, Rotala or any other
member of the Wider Rotala Group by any member of the Wider RGL
Group, in each case where the direct consequence of the absence of
such notification, filing or application would have a material
adverse effect on the Wider Rotala Group or the Wider RGL Group in
each case taken as a whole, and all Authorisations necessary in
respect thereof having been obtained in terms and in a form
reasonably satisfactory to RGL from all appropriate Third Parties
or (without prejudice to the generality of the foregoing) from any
person or bodies with whom any member of the Wider Rotala Group or
the Wider RGL Group has entered into contractual arrangements and
all such Authorisations necessary to carry on the business of any
member of the Wider Rotala Group in any jurisdiction which are
material in the context of the Wider Rotala Group or the Wider RGL
Group taken as a whole having been obtained and all such
Authorisations remaining in full force and effect at the time at
which the Acquisition becomes Effective and there being no notice
of an intention to revoke, suspend, restrict, modify or not to
renew such Authorisations, in each case to an extent or in a manner
which is material in the context of the Acquisition;
Regulatory
3.2 no Third Party having given notice in writing of a decision
to take, institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference (and in each case, not
having withdrawn the same), or having required any action to be
taken or otherwise having done anything, or having enacted, made or
proposed any statute, regulation, decision, order or change to
published practice (and in each case, not having withdrawn the
same) and there not continuing to be outstanding any statute,
regulation, decision or order which would or might reasonably be
expected to:
3.2.1 require , prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any
member of the Wider RGL Group or by any member of the Wider Rotala
Group of all or any material part of their respective businesses,
assets or property or impose any material limitation on the ability
of all or any of them to conduct their respective businesses (or
any part thereof) or to own, control or manage any of their assets
or properties (or any part thereof);
3.2.2 except pursuant to Chapter 3 of Part 28 of the Companies
Act and other than in connection with the implementation of the
Acquisition, require any member of the Wider RGL Group or the Wider
Rotala Group to acquire or offer to acquire any shares, other
securities (or the equivalent) or interest in any member of the
Wider Rotala Group or any asset owned by any third party;
3.2.3 impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider RGL Group directly
or indirectly to acquire, hold or to exercise effectively all or
any rights of ownership in respect of shares or loans or securities
convertible into shares or other securities in the Wider Rotala
Group or on the ability of any member of the Wider Rotala Group or
any member of the Wider RGL Group directly or indirectly to hold or
exercise effectively all or any rights of ownership in respect of
shares or other securities (or the equivalent) in, or to exercise
voting or management control over, any member of the Wider Rotala
Group (in any case to an extent or in a manner which is material in
the context of the Wider RGL Group or the Wider Rotala Group taken
as a whole or material in the context of the Acquisition);
3.2.4 otherwise adversely affect any or all of the business,
assets, liabilities, profits or prospects of any member of the
Wider Rotala Group to an extent which is material to the Wider
Rotala Group taken as a whole or material in the context of the
Acquisition;
3.2.5 result in any member of the Wider Rotala Group ceasing to
be able to carry on business under any name under which it
presently carries on business (the consequences of which are
material in the context of the Wider Rotala Group taken as a
whole);
3.2.6 require any member of the Wider Rotala Group to
relinquish, terminate or amend in any material and adverse way any
material contract to which any member of the Wider Rotala Group is
a party;
3.2.7 make the Acquisition, its implementation or the
acquisition or proposed acquisition of any shares or other
securities in, or control or management of, Rotala by any member of
the Wider RGL Group void, unenforceable and/or illegal under the
laws of any relevant jurisdiction, or otherwise, directly or
indirectly materially prevent or prohibit, restrict, restrain or
delay or otherwise materially interfere with the implementation of,
or impose material additional conditions or obligations with
respect to, or otherwise materially challenge, impede, interfere
with or require material adverse amendment of the Acquisition or
the acquisition or proposed acquisition of any shares or other
securities in, or control or management of, Rotala by any member of
the Wider RGL Group;
3.2.8 require, prevent or materially delay a divestiture by any
member of the Wider RGL Group of any shares or other securities (or
the equivalent) in or any of the assets of any member of the Wider
Rotala Group to the extent which is material in the context of the
Wider RGL Group or the Wider Rotala Group taken as a whole or
material in the context of the Acquisition; or
3.2.9 impose any material limitation on the ability of any
member of the Wider RGL Group or any member of the Wider Rotala
Group to conduct, integrate or coordinate all or any part of its
business with all or any part of the business of any other member
of the Wider RGL Group and/or the Wider Rotala Group to the extent
which is adverse to and material in the context of the Wider RGL
Group or the Wider Rotala Group taken as a whole or material in the
context of the Acquisition,
and all applicable waiting and other time periods (including any
extensions thereof) during which any such Third Party could decide
to take, institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference or take any
other step under the laws of any applicable jurisdiction in respect
of the Acquisition or the acquisition or proposed acquisition of
any Rotala Shares or otherwise intervene having expired, lapsed or
been terminated;
Certain matters arising as a result of any arrangement,
agreement, etc.
3.3 save as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Wider Rotala Group is a party
or by or to which any such member or any of its assets is or may be
bound, entitled or be subject or any event or circumstance, which,
as a consequence of the Acquisition or the acquisition or the
proposed acquisition by any member of the Wider RGL Group of any
shares or other securities (or the equivalent) in Rotala or because
of a change in the control or management of any member of the Wider
Rotala Group or otherwise, might reasonably be expected to result
in, to an extent in any such case which is material and adverse in
the context of the Wider Rotala Group taken as a whole or material
and adverse in the context of the Acquisition:
3.3.1 any monies borrowed by, or any other indebtedness, actual
or contingent, of, or any grant available to, any member of the
Wider Rotala Group being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated
maturity date or repayment date, or the ability of any such member
to borrow monies or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or
inhibited;
3.3.2 the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business,
property or assets of any member of the Wider Rotala Group or any
such mortgage, charge or other security interest (whenever created,
arising or having arisen) becoming enforceable or being
enforced;
3.3.3 any assets or interests of any member of the Wider Rotala
Group being disposed of or charged, or any right arising under
which any such asset or interest could be required to be disposed
of or charged, in each case otherwise than in the ordinary course
of business;
3.3.4 any such arrangement, agreement, lease, licence,
franchise, permit or other instrument being terminated or the
rights, liabilities, obligations or interests of any member of the
Wider Rotala Group being adversely modified or adversely affected
or any onerous obligation or liability arising or any adverse
action being taken or arising thereunder;
3.3.5 any liability of any member of the Wider Rotala Group to
make any severance, termination, bonus or other payment to any of
its directors, or other officers;
3.3.6 any requirement on any member of the Wider Rotala Group to
acquire, subscribe, pay up or repay any shares or other
securities;
3.3.7 any member of the Wider Rotala Group ceasing to be able to
carry on business under any name under which it presently carries
on business;
3.3.8 the value of, or the financial or trading position of any
member of the Wider Rotala Group being prejudiced or adversely
affected; or
3.3.9 the creation (other than trade creditors or other
liabilities incurred in the ordinary course of business) or
acceleration of any material liability (actual or contingent) by
any member of the Wider Rotala Group,
and no event having occurred which, under any provision of any
arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider Rotala Group is a party
or by or to which any such member or any of its assets are bound,
entitled or subject, would or might reasonably be expected to
result in any of the events or circumstances as are referred to in
Conditions 3.3.1 to 3.3.9 , in each case to an extent which is
material in the context of the Wider Rotala Group taken as a whole
or material in the context of the Acquisition;
Certain events occurring since 30 November 2022
3.4 since 30 November 2022 , save as Disclosed, no member of the Wider Rotala Group having:
3.4.1 issued or agreed to issue or authorised or proposed or
announced its intention to authorise or propose the issue, of
additional shares of any class, or securities or securities
convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares, securities or
convertible securities or transferred or sold or agreed to transfer
or sell or authorised or proposed the transfer or sale of Rotala
Shares out of treasury (except, in each case, where relevant, as
between Rotala and wholly owned subsidiaries of Rotala or between
the wholly owned subsidiaries of Rotala or under the Rotala Share
Scheme);
3.4.2 recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other
distribution (whether payable in cash or otherwise) other than
dividends (or other distributions whether payable in cash or
otherwise) lawfully paid or made by any subsidiary of Rotala to
Rotala or any of its subsidiaries;
3.4.3 other than pursuant to the Acquisition (and except for
transactions between Rotala and its wholly owned subsidiaries or
between the wholly owned subsidiaries of Rotala) implemented,
effected, authorised or proposed or announced its intention to
implement, effect or authorise or propose any material merger,
demerger, reconstruction, amalgamation, subdivision, scheme,
commitment or acquisition or disposal or transfer of assets (other
than in the ordinary course of business), or shares or loan capital
(or the equivalent thereof) or other equivalent transaction or
arrangement in respect of itself or any member of the Wider Rotala
Group other than in the ordinary course of business;
3.4.4 except for transactions between Rotala and its wholly
owned subsidiaries or between the wholly owned subsidiaries of
Rotala, and other than transactions in the ordinary course of
trading, disposed of, or transferred, mortgaged or created any
security interest over any material asset or any right, title or
interest in any material asset (including shares and trade
investments) or authorised, proposed or announced any intention to
do so in each case other than in the ordinary course of business
and to an extent which in any case is material in the context of
the Wider Rotala Group taken as a whole or in the context of the
Acquisition;
3.4.5 except for transactions between Rotala and its wholly
owned subsidiaries or between the wholly owned subsidiaries of
Rotala, effected, authorised, proposed or announced its intention
to propose any change in its loan capital which in any case is
material and adverse in the context of the Wider Rotala Group taken
as a whole or material in the context of the Acquisition;
3.4.6 issued, authorised or proposed or announced an intention
to authorise or propose the issue of or made any change in or to
the terms of any debentures or become subject to any contingent
liability or (other than trade credit incurred in the ordinary
course of business) incurred or increased any indebtedness except
as between Rotala and any of its wholly owned subsidiaries or
between such subsidiaries which in any case is material and adverse
in the context of the Wider Rotala Group taken as a whole or
material in the context of the Acquisition;
3.4.7 other than in the ordinary course of business, entered
into, terminated, varied, proposed or authorised or announced its
intention to enter into, terminate or vary any contract,
arrangement, agreement, transaction or commitment (whether in
respect of capital expenditure or otherwise) which is of a long
term, unusual or onerous nature or magnitude to an extent in any
such case which is material and adverse in the context of the Wider
Rotala Group taken as a whole or in the context of the
Acquisition;
3.4.8 entered into or varied in a material way the terms of, or
made any offer (which remains open for acceptance) to enter into or
vary to a material extent the terms of any contract, service
agreement, commitment or arrangement with any director or senior
executive of any member of the Wider Rotala Group, other than as
agreed by the Panel or agreed with RGL or Disclosed;
3.4.9 entered into, terminated or varied any agreement,
contract, transaction, arrangement or commitment or the terms of
any agreement or arrangement (other than in the ordinary course of
business) in a manner which has or might reasonably be expected to
have a material adverse effect on the financial position of the
Wider Rotala Group taken as a whole or in the context of the
Acquisition;
3.4.10 entered into, implemented or authorised the entry into,
any joint venture, asset or profit sharing agreement, partnership
or merger of business or corporate entities (otherwise than in the
ordinary course of business);
3.4.11 save as agreed by the Panel or agreed with RGL or
Disclosed, proposed, agreed to provide or modified or announced any
proposal to modify the terms of the Rotala Share Scheme or any
share option scheme, incentive scheme, pension scheme obligations,
retirement, death or disability benefit or any other employment
related benefit (including, but not limited to, bonuses, retention
arrangements or share incentive schemes or other benefit relating
to the employment or termination of employment of a material
category of persons employed by the Wider Rotala Group) of or in
respect of any of its directors or senior employees which is
material in the context of the Wider Rotala Group taken as a whole
or material in the context of the Acquisition;
3.4.12 save as between Rotala and wholly owned subsidiaries of
Rotala or between the wholly owned subsidiaries of Rotala
purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or made any other change to any part of its share
capital (other than pursuant to the implementation of the
Acquisition) to an extent which (other than in the case of Rotala),
is material in the context of the Wider Rotala Group taken as a
whole;
3.4.13 entered into any contract, transaction or arrangement
which would be restrictive on the ability of any member of the
Wider Rotala Group to carry on its business as currently carried on
or to exploit any of its intellectual property rights or which
could involve obligations which would be so restrictive in each
case to an extent which in any case is material in the context of
the Wider Rotala Group taken as a whole or in the context of the
Acquisition;
3.4.14 (other than in respect of claims between Rotala and any
wholly owned subsidiaries of Rotala or between wholly owned
subsidiaries of Rotala) waived, compromised or settled any claim
which is material in the context of the Wider Rotala Group taken as
a whole or material in the context of the Acquisition;
3.4.15 save as Disclosed or as envisaged in accordance with the
terms of the Acquisition made any alteration to its memorandum or
articles of association or other incorporation documents;
3.4.16 except in relation to necessary and consequential changes
made or agreed as a result of, or arising from, changes to
legislation following the date of this Announcement, made or agreed
or consented to or procured any material change to or the custodian
or trustee of any scheme having made a change to the terms of the
governing documents, trust deeds and/or rules constituting the
pension scheme(s) established for its directors or employees or
their respective dependants or to the contributions payable to any
such schemes or the benefits which accrue, or to the pensions which
are payable, thereunder, or to the basis on which qualification
for, or accrual or entitlement to, such benefits or pensions are
calculated or determined or to the basis upon which the liabilities
(including pensions) of such pension schemes are funded or made, or
agreed or consented to in a manner which, in any such case or
together, is material in the context of the Wider Rotala Group
taken as a whole or material in the context of the Acquisition;
3.4.17 other than in respect of a member of the Wider Rotala
Group which is dormant and was solvent at the relevant time, taken
any steps, corporate action or had any legal proceedings instituted
or threatened in writing against it in relation to the suspension
of payments, a moratorium of any indebtedness, its winding-up
(voluntary or otherwise), dissolution, striking-off, reorganisation
or for the appointment of a receiver, administrator, manager,
administrative receiver, trustee or similar officer of all or any
material part of its assets or revenues or any analogous or
equivalent steps or proceedings in any jurisdiction or appointed
any analogous person in any jurisdiction or had any such person
appointed;
3.4.18 entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains
open for acceptance) with respect to or announced an intention to,
or to propose to, effect any of the transactions, matters or events
referred to in this Condition 3.4 ; or
3.4.19 taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the
approval of Rotala Shareholders in general meeting in accordance
with, or as contemplated by, Rule 21.1 of the Takeover Code.
No adverse change, litigation, regulatory enquiry or similar
3.5 save as Disclosed, since 30 November 2022:
3.5.1 no adverse change or deterioration having occurred and no
circumstances having arisen which would or might reasonably be
expected to result in any adverse change in the business, assets,
financial or trading position or profits of any member of the Wider
Rotala Group which is material in the context of the Wider Rotala
Group taken as a whole or material in the context of the
Acquisition;
3.5.2 no litigation, arbitration proceedings, prosecution or
other legal proceedings having been threatened, announced or
instituted by or against or remaining outstanding against or in
respect of, any member of the Wider Rotala Group or to which any
member of the Wider Rotala Group is or may become a party (whether
as claimant, defendant or otherwise) in each case which is material
and adverse in the context of the Wider Rotala Group taken as a
whole or in the context of the Acquisition;
3.5.3 no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Wider Rotala Group having been threatened, announced or
instituted or remaining outstanding by, against or in respect of
any member of the Wider Rotala Group, in each case which is
material and adverse in the context of the Wider Rotala Group taken
as a whole or in the context of the Acquisition;
3.5.4 no amendment or termination of any joint venture or
partnership to which any member of the Wider Rotala Group is a
party having been agreed or permitted which is material in the
context of the Wider Rotala Group taken as a whole or material in
the context of the Acquisition;
3.5.5 no contingent or other liability in respect of any member
of the Wider Rotala Group (except between Rotala and its wholly
owned subsidiaries or between the wholly owned subsidiaries of
Rotala) having arisen or increased other than in the ordinary
course of business which is reasonably likely to affect adversely
the business, assets, financial or trading position or profits or
prospects of any member of the Wider Rotala Group to an extent in
any such case which is material in the context of the Wider Rotala
Group taken as a whole or material in the context of the
Acquisition; and
3.5.6 no steps having been taken and no omissions having been
made which are reasonably likely to result in the withdrawal,
cancellation, termination or modification of any licence held by
any member of the Wider Rotala Group which is necessary for the
proper carrying on of its business and the withdrawal,
cancellation, termination or modification of which might reasonably
be expected to have a material adverse effect on the Wider Rotala
Group taken as a whole or in the context of the Acquisition;
No discovery of certain matters regarding information,
liabilities, intellectual property and environmental issues
3.6 save as Disclosed, RGL not having discovered:
3.6.1 that any financial, business or other information
concerning the Wider Rotala Group as contained in the information
publicly announced prior to the date of this Announcement or
disclosed at any time to any member of the Wider RGL Group by or on
behalf of any member of the Wider Rotala Group prior to the date of
this Announcement and which has not prior to the date of this
Announcement been corrected by a subsequent announcement or
disclosure is materially misleading, contains a material
misrepresentation of any material fact, or omits to state a fact
necessary to make that information not materially misleading (in
any case to an extent which is material in the context of the Wider
Rotala Group taken as a whole or material in the context of the
Acquisition);
3.6.2 that no circumstance has arisen or event has occurred in
relation to any intellectual property owned or used by any member
of the Wider Rotala Group, which would have a material adverse
effect on the Wider Rotala Group taken as a whole or in the context
of the Acquisition including:
3.6.2.1 any member of the Wider Rotala Group losing its title to
any of its intellectual property, or any intellectual property
owned by the Wider Rotala Group being revoked, cancelled or
declared invalid;
3.6.2.2 any material claim being asserted or threatened by any
person challenging the ownership of any member of the Wider Rotala
Group to, or the validity or effectiveness of, any of its
intellectual property; or
3.6.2.3 any agreement regarding the use of any intellectual
property licensed to or by any member of the Wider Rotala Group
being terminated or varied;
3.6.3 that any member of the Wider Rotala Group is, otherwise
than in the ordinary course of business, subject to any liability,
contingent or otherwise and which is material in the context of the
Wider Rotala Group taken as a whole or material in the context of
the Acquisition;
3.6.4 in relation to any use, treatment, storage, carriage,
spillage, release, leak, emission, accumulation, discharge,
disposal or other fact or circumstance of any waste or hazardous
substance or any substance which has impaired or is reasonably
likely to impair the environment (including property) or harmed or
is reasonably likely to harm the health of humans, animals or other
living organisms or eco systems, that a past or present member of
the Wider Rotala Group, in a manner or to an extent which is
material in the context of the Wider Rotala Group, (i) has
committed any material violation of any applicable laws, statutes,
regulations, Authorisations, notices or other requirements of any
Third Party; and/or (ii) has incurred or assumed any liability
(whether actual or contingent) to any Third Party; and/or (iii) has
or is reasonably likely to incur or assume any liability (whether
actual or contingent), or has or is reasonably likely to be
required, to make good, remediate, repair, re instate or clean up
the environment (including any property);
3.6.5 that there is or is reasonably likely to be any obligation
or liability (whether actual or contingent) or requirement to make
good, remediate, repair, reinstate or clean up any property, asset
or any controlled waters currently or previously owned, occupied,
operated or made use of or controlled by any past or present member
of the Wider Rotala Group (or on its behalf), or in which any such
member may have or previously have had or be deemed to have had an
interest, under any environmental legislation, common law,
regulation, notice, circular, Authorisation or order of any Third
Party or any other person or body in any jurisdiction or to
contribute to the cost thereof or associated therewith or indemnify
any person in relation thereto which is material in the context of
the Wider Rotala Group taken as a whole or material in the context
of the Acquisition;
3.6.6 that circumstances exist (whether as a result of the
Acquisition or otherwise) which would be reasonably likely to lead
to any Third Party instituting, or whereby any past or present
member of the Wider Rotala Group would be reasonably likely to be
required to institute, an environmental audit or take any other
steps which would in any such case be reasonably likely to result
in any liability (whether actual or contingent) to improve, modify
existing or install new plant, machinery or equipment or carry out
changes in the processes currently carried out or make good,
remediate, repair, re-instate or clean up any land or other asset
currently or previously owned, occupied or made use of by any past
or present member of the Wider Rotala Group (or on its behalf) or
by any person for which a member of the Wider Rotala Group is or
has been responsible, or in which any such member may have or
previously have had or be deemed to have had an interest which is
material in the context of the Wider Rotala Group taken as a whole
or in the context of the Acquisition;
3.6.7 any information which affects the import of any
information Disclosed at any time by or on behalf of any member of
the Wider Rotala Group which is material in the context of the
Wider Rotala Group taken as a whole in the context of the
Acquisition;
3.6.8 circumstances exist whereby a person or class of persons
would be reasonably likely to have any claim or claims in respect
of any product or process of manufacture or materials used therein
currently or previously manufactured, sold or carried out by any
past or present member of the Wider Rotala Group, which claim or
claims would be reasonably likely, materially and adversely, to
affect any member of the Wider Rotala Group and which is material
in the context of the Wider Rotala Group taken as a whole or the
Acquisition;
Anti-corruption and criminal property
3.7 save as Disclosed, RGL not having discovered:
3.7.1 any past or present member or director of the Wider Rotala
Group or any person that performs or has performed services for or
on behalf of any such company is or has, at any time during the
course of such person's performance of services for or on behalf of
any member of the Wider Rotala Group, engaged in any activity,
practice or conduct which would constitute an offence under the
Bribery Act 2010, Foreign Corrupt Practices Act 1977 (as amended)
or any other applicable anti-corruption legislation; or
3.7.2 any past or present member or director of the Wider Rotala
Group or any person that performs or has performed services for or
on behalf of any such company is or has, at any time during the
course of such person's performance of services for or on behalf of
any member of the Wider Rotala Group, engaged in any activity or
business which would violate applicable economic sanctions or dealt
with, or made any investments in, or made any payments to any
government, entity or individual covered by any of the economic
sanctions administered by the United Nations or the European Union
(or any of their respective member states) or the United States
Office of Foreign Assets Control, save that this shall not apply if
and to the extent that it is or would be unenforceable by reason of
breach of applicable blocking law ; or
3.7.3 to an extent which is or would reasonably be expected to
be material in the context of the Wider Rotala Group taken as a
whole, any asset of any member of the Wider Rotala Group
constitutes criminal property as defined by section 340(3) of the
Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition);
Rotala Shareholder resolution
3.7.4 except with the consent or the agreement of RGL, no
resolution of Rotala Shareholders in relation to any acquisition or
disposal of assets or shares (or the equivalent thereof) in any
undertaking or undertakings (or in relation to any merger,
demerger, consolidation, reconstruction, amalgamation or scheme)
being passed at a meeting of Rotala Shareholders other than in
relation to the Acquisition or the Scheme and, other than with the
consent or the agreement of RGL, no member of the Wider Rotala
Group having taken (or agreed or proposed to take) any action that
requires, or would require, the consent of the Panel or the
approval of Rotala Shareholders in accordance with, or as
contemplated by, Rule 21.1 of the Takeover Code.
Part B: Further terms of the Acquisition
Each of the Conditions shall be regarded as a separate Condition
and shall not be limited by reference to any other Condition.
To the extent permitted by law and subject to the requirements
of the Panel, RGL reserves the right (in its sole discretion) to
waive:
-- the deadline set out in the Condition in paragraph 1 of Part
A and any of the deadlines set out in the Conditions in paragraph 2
of Part A for the timing of the Court Meeting and General Meeting.
If any such deadline is not met, RGL will make an announcement by
8:00 a.m. on the Business Day following such deadline confirming
whether it has invoked or waived the relevant Condition or agreed
with Rotala to extend the deadline in relation to the relevant
Condition; and
-- in whole or in part, all or any of the Conditions in
paragraphs 3.1 to 3.7.4 (inclusive) of Part A.
RGL shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as
fulfilled any of Conditions by a date earlier than the latest date
for the fulfilment or waiver of that Condition notwithstanding that
the other Conditions may at such earlier date have been waived or
fulfilled and that there are at such earlier date no circumstances
indicating that any of such Conditions may not be capable of
fulfilment.
If RGL is required by the Panel to make an offer for Rotala
Shares under the provisions of Rule 9 of the Takeover Code, RGL may
make such alterations to any of the above Conditions and terms of
the Acquisition as are necessary to comply with the provisions of
that Rule.
The Scheme shall lapse unless all of the Conditions have been
fulfilled or, where permitted, waived or, where appropriate, have
been determined by RGL to be or remain satisfied, by 5pm on the day
immediately preceding the Scheme Court Hearing, failing which the
Scheme shall lapse.
RGL reserves the right to elect, with the consent of the Panel,
to implement the Acquisition by way of a Takeover Offer as an
alternative to the Scheme. In such event, the Acquisition will be
implemented on the same terms (subject to appropriate amendments),
so far as applicable, as those which would apply to the Scheme
:
(i) in nominal value of the shares to which such offer relates; and
(ii) of the voting rights attached to those shares,
("Takeover Offer Acceptance Condition"), provided that the
Takeover Offer Acceptance Condition will not be satisfied unless
any member of the Wider RGL Group shall have acquired or agreed to
acquire, whether pursuant to the Takeover Offer or otherwise,
Rotala Shares carrying in aggregate more than 50 per cent. of the
voting rights normally exercisable at a general meeting of Rotala,
including, for this purpose, any such voting rights attaching to
Rotala Shares that are unconditionally allotted or issued before
the Takeover Offer becomes or is declared unconditional as to
acceptances, whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise.
The ability of Overseas Shareholders to participate in the
Acquisition and the distribution of this document 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 document comes should inform themselves of, and
observe, any such restrictions.
Unless otherwise determined by RGL or required by the Takeover
Code and permitted by applicable law and regulation, the
Acquisition is not being, and will not be, made, directly or
indirectly, in or into or from or by use of the mails of, or by any
other means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone, internet, e-mail or other
forms of electronic transmission) of interstate or foreign commerce
of, or any facility of a national, state or other securities
exchange of, any jurisdiction where to do so would violate the laws
of that jurisdiction and will not be capable of acceptance by any
such use, means, instrumentality or facility or from within any
jurisdiction where to do so would violate the laws of that
jurisdiction.
Under Rule 13.5(a) of the Takeover Code, RGL may not invoke a
condition to the Acquisition so as to cause the Acquisition not to
proceed, to lapse or to be withdrawn unless the circumstances which
give rise to the right to invoke the condition are of material
significance to RGL in the context of the Acquisition. The
Conditions contained in paragraphs 1 and 2 of Part A and, if
applicable, the Takeover Offer Acceptance Condition set out in this
Part B are not subject to this provision of the Takeover Code. RGL
may only invoke a Condition that is subject to Rule 13.5(a) of the
Takeover Code with the consent of the Panel and any Condition that
is subject to Rule 13.5(a) of the Takeover Code may be waived by
RGL.
RGL reserves the right, without prejudice to any right of RGL,
with the consent of the Panel, to invoke Condition 3.4.2 of Part A,
to reduce the consideration payable under the Acquisition by the
amount of any dividend (or other distribution or return of capital)
which is paid or becomes payable by Rotala to Rotala Shareholders
on or after the date of this Announcement and with a record date on
or prior to the Effective Date. In such circumstances, Rotala
Shareholders would be entitled to retain any such dividend,
distribution or return of capital declared, made or paid. If and to
the extent that any such dividend, distribution or other return of
capital is paid or made on or prior to the Effective Date and RGL
exercises its rights under this paragraph to reduce the
consideration payable under the Acquisition, any reference in this
Announcement to the consideration payable under the terms of the
Acquisition will be deemed to be a reference to the consideration
as so reduced. If and to the extent that any such dividend,
distribution or other return of capital has been declared or
announced but not paid or made or is not payable by reference to a
record date on or prior to the Effective Date or will be (i)
transferred pursuant to the Acquisition on a basis which entitles
RGL to receive the dividend, distribution or other return of
capital and to retain it; or (ii) cancelled, the consideration
payable under the terms of the Acquisition will not be subject to
change in accordance with this paragraph. Any exercise by RGL of
its rights referred to in this paragraph shall be the subject of an
announcement and, for the avoidance of doubt, shall not be regarded
as constituting any revision or variation of the terms of the
Acquisition.
The Rotala Shares which will be acquired under the Acquisition
will be acquired with full title guarantee, fully paid and free
from all liens, equities, charges, encumbrances, options, rights of
pre-emption and any other third party rights and interests of any
nature and together with all rights as at the date of this
Announcement or hereafter attaching or accruing to them, including
voting rights and the right to receive and retain in full all
dividends and other distributions (if any), and any other return of
capital (whether by way of reduction of share capital or share
premium account or otherwise), declared, made or paid on or after
the date of this Announcement.
The Acquisition will be governed by the law of England and Wales
and will be subject to the jurisdiction of the English courts. The
Acquisition will be made on and subject to the conditions and
further terms set out in this Appendix I and to be set out in the
Scheme Document. The Acquisition will be subject to the applicable
requirements of the Takeover Code, the Panel, the AIM Rules and the
London Stock Exchange.
APPIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
The value of Rotala as implied by the Offer Price is based on
36,931,784 Rotala Shares in issue and to be issued at the Latest
Practicable Date, comprising:
-- 31,021,784 Rotala Shares in issue; plus
-- 5,910,000 Rotala Shares to be transferred or sold out of
treasury after the date of this Announcement to satisfy the
exercise of options granted under the Rotala Share Scheme.
The percentage of Scheme Shares eligible to vote at the Court
Meeting is based on 18,237,564 Scheme Shares, being 31,021,784
Rotala Shares in issue, less 6,601,398 Rotala Shares owned or
controlled by the RGL Shareholders and 6,182,822 Rotala Shares
owned or controlled by the Concert Parties.
Further sources of information regarding premia and other data
reported in this Announcement are as follows:
-- unless otherwise stated, the Closing Price for Rotala Shares
is the closing middle market price as derived from the AIM Appendix
to the Daily Official List of the London Stock Exchange on the
relevant date(s);
-- unless otherwise stated, the financial information relating
to Rotala is extracted from the audited consolidated financial
statements of Rotala for the financial year ended 30 November 2022;
and
-- certain figures included in this Announcement have been
subject to rounding adjustments.
APPIX III
IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT
PART A - Rotala Independent Directors' irrevocable
undertakings
Each of the Rotala Independent Directors has given irrevocable
undertakings to RGL in respect of their own beneficial holdings of
Rotala Shares (or those Rotala Shares over which they have control)
to vote, or where applicable to procure the exercise of voting
rights, in favour of the Scheme at the Court Meeting and the
Resolution(s) at the General Meeting (or to accept a Takeover Offer
to implement the Acquisition) as set out below:
% of Scheme Shares entitled to vote at the
Name Number of Rotala Shares % of Ordinary Share Capital Court Meeting
Kim Taylor 408,738 1.3% 2.2%
Graham Spooner 532,000 1.7% 2.9%
Graham Peacock 2,275,075 7.3% 12.5%
TOTAL 3,215,813 10.4% 17.6%
These irrevocable undertakings shall cease to be binding in the
event that a higher competing offer is made for Rotala which
exceeds the Offer Price by 10 per cent. or more.
These irrevocable undertakings shall lapse and cease to be
binding on the Effective Date, or prior to that date if:
1.1 the Scheme Document and appropriate form(s) of proxy or the
Offer Document and appropriate form(s) of acceptance (as the case
may be) are not despatched to the Shareholders on or before the
date which is 28 days from the date of the Rule 2.7 Announcement or
such later date as RGL and the Company may, with the consent of the
Panel, agree. Notwithstanding the above, if the Acquisition was
originally proceeding by way of a Scheme and RGL subsequently
elects to proceed by way of an Offer or vice versa then, the date
in this paragraph 1.1 shall be extended to a date which is 28 days
from the date of the press announcement announcing the change in
structure (or such other date for the posting of the Offer Document
or the Scheme Document (as applicable) as the Panel may
require;
1.2 the Panel requires that the Acquisition not be made;
1.3 RGL announces, with the consent of the Panel and before the
Scheme Document or Offer Document (as applicable) is published,
that it does not intend to proceed with the Acquisition and no new,
revised or replacement Scheme or Offer to implement the Acquisition
is announced in accordance with Rule 2.7 of the Takeover Code
within 10 Business Days of such announcement; or
1.4 the Acquisition lapses or is withdrawn at any time provided
that the reason for such lapse, withdrawal or lack of
implementation is not because RGL has elected to switch so as to
proceed with the Acquisition by way of an Offer rather than by way
of the Scheme or vice versa.
PART B - Non-director shareholder irrevocable undertakings and
letter of intent
Irrevocable Undertakings
RGL has received irrevocable undertakings from the persons
specified below to vote, or where applicable, procure the exercise
of all voting rights attached to the relevant Rotala Shares, to
vote in favour of the Scheme at the Court Meeting and the
Resolution(s) at the General Meeting (or to accept a Takeover Offer
to implement the Acquisition) as set out below:
% of Scheme Shares entitled to vote at
Name Number of Rotala Shares % of Ordinary Share Capital the Court Meeting
Nigel Wray 2,969,749 9.6% 16.3%
Susan Tobbell 2,275,075 7.3% 12.5%
Peter Phillips 133,833 0.4% 0.7%
David Poutney 290,000 0.9% 1.6%
Vivienne Poutney 315,000 1.0% 1.7%
TOTAL 5,983,657 19.3% 32.8%
These irrevocable undertakings shall cease to be binding in the
event that a higher competing offer is made for Rotala which
exceeds the Offer Price by 10 per cent. or more.
These irrevocable undertakings shall lapse and cease to be
binding on the Effective Date, or prior to that date if:
1.1 the Scheme Document and appropriate form(s) of proxy or the
Offer Document and appropriate form(s) of acceptance (as the case
may be) are not despatched to the Company's shareholders on or
before the date which is 28 days from the date of the Rule 2.7
Announcement or such later date as RGL and the Company may, with
the consent of the Panel, agree. Notwithstanding the above, if the
Acquisition was originally proceeding by way of a Scheme and RGL
subsequently elects to proceed by way of an Offer or vice versa
then, the date in this paragraph 1.1 shall be extended to a date
which is 28 days from the date of the press announcement announcing
the change in structure (or such other date for the posting of the
Offer Document or the Scheme Document (as applicable) as the Panel
may require.
1.2 the Panel requires that the Acquisition not be made;
1.3 RGL announces, with the consent of the Panel and before the
Scheme Document or Offer Document (as applicable) is published,
that it does not intend to proceed with the Acquisition and no new,
revised or replacement Scheme or Offer to implement the Acquisition
is announced in accordance with Rule 2.7 of the Takeover Code
within 10 Business Days of such announcement; or
1.4 the Acquisition lapses or is withdrawn at any time provided
that the reason for such lapse, withdrawal or lack of
implementation is not because RGL has elected to switch so as to
proceed with the Acquisition by way of an Offer rather than by way
of the Scheme or vice versa.
Letter of Intent
RGL has also received a non-binding letter of intent from Nameco
(an entity owned entirely by Peter Phillips) to vote in favour of
the Scheme at the Court Meeting and the Resolution(s) at the
General Meeting (or, if (with the consent of the Panel), RGL
exercises its right to implement the Acquisition by way of a
Takeover Offer, accept or procure acceptances of such Takeover
Offer) in respect of 800,000 Rotala Shares representing, in
aggregate, approximately 2.6 per cent. of the Ordinary Share
Capital on the Latest Practicable Date and approximately 4.4 per
cent. of the Rotala Shares eligible to vote at the Court Meeting.
The legal title to the shares beneficially held by Nameco are held
by Vidacos Nominees Limited and the shares are subject to a pledge
to The Corporation of Lloyds.
APPIX IV
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context requires otherwise.
"GBP", or "pence" the lawful currency of the United Kingdom;
"Acquisition" the recommended acquisition by RGL of
the entire issued and to be issued share
capital of Rotala to be effected by
means of the Scheme or by means of a
Takeover Offer and, in either case,
where the context admits, any subsequent
variation, revision, extension or renewal
thereof;
"AIM" a market operated by the London Stock
"AIM Rules" Exchange;
the rules governing the admission to,
and operation of, AIM as set out in
the AIM Rules for Companies published
by the London Stock Exchange from time
to time;
"Announcement" this announcement;
"Authorisations" regulatory authorisations, orders, recognitions,
grants, determinations, consents, clearances,
confirmations, certificates, licences,
permissions, exemptions or approvals;
"Business Day" a day (other than Saturdays, Sundays
and public holidays) on which banks
are open for normal business in London;
"Closing Price" the middle market price of a Rotala
Share at the close of business on the
day to which such price relates, as
derived from the AIM Appendix to the
Daily Official List of the London Stock
Exchange for that day;
"Companies Act" the Companies Act 2006, as amended from
time to time;
"Concert Parties" each of: (i) the estate of Renate Gunn,
deceased spouse of John Gunn, (ii) Anthony
Scott Dunn (brother of Simon Dunn and
son of Robert Dunn), (iii) Christian
Dunn (brother of Simon Dunn and son
of Robert Dunn), (iv) Jack Dunn (grandson
of Robert Dunn and nephew of Simon Dunn),
(v) The Gunn Family Charitable Trust
(related trust of John Gunn), (vi) The
181 Fund Limited (a company which is
under the control of John Gunn and his
close family members), (vii) J H Gunn
Settlement Re: Ingrid Croft (daughter
of John Gunn), (viii) J H Gunn Settlement
Re. Natalie Haynes (daughter of John
Gunn), (ix) J H Gunn Settlement Re.
Alison Pople (deceased) (now in favour
of Jack Pople, grandson of John Gunn);
"Conditions" the conditions to the Acquisition and
the Scheme, as set out in Appendix I
of this Announcement and to be set out
in the Scheme Document;
"Court" the High Court of Justice in England
and Wales;
"Court Hearing" the hearing of the Court to sanction
the Scheme under section 899 of the
Companies Act and, if such hearing is
adjourned, postponed or reconvened,
reference to commencement of any such
hearing shall mean the commencement
of the final hearing thereof;
"Court Meeting" the meeting of Rotala Shareholders to
be convened pursuant to an order of
the Court under section 896 of the Companies
Act for the purposes of considering
and, if thought fit, approving the Scheme
(with or without amendment) including
any adjournment thereof, notice of which
is to be contained in the Scheme Document;
"Court Order" the order of the Court sanctioning the
Scheme under section 899 of the Companies
Act;
"CREST" the relevant system (as defined in the
Regulations) in respect of which Euroclear
UK & International Limited is the Operator
(as defined in the Regulations);
"Dealing Disclosure" has the meaning given by Rule 8 of the
Takeover Code;
"Disclosed" the information disclosed by, or on
behalf of, Rotala:
(a) in the Rotala annual report and
accounts in respect of the Wider Rotala
Group for the financial year ended 30
November 2022 ;
(b) in this Announcement;
(c) in any public announcement by or
on behalf of Rotala to a Regulatory
Information Service prior to the date
of this Announcement;
(d) filings made with the Registrar
of Companies and appearing on Rotala's
file at Companies House within two years
prior to the date of this Announcement;
and
(e) as otherwise fairly disclosed to
RGL (or its respective officers, employees,
agents or advisers) in writing (which
shall include by email) on or prior
to the date of this Announcement);
"Effective" in the context of the Acquisition:
(a) if the Acquisition is implemented
by way of the Scheme, the Scheme having
become effective in accordance with
its terms, upon the delivery of the
Court Order to the Registrar of Companies;
or
(b) if the Acquisition is implemented
by way of a Takeover Offer, the Takeover
Offer having been declared or become
unconditional in all respects in accordance
with the requirements of the Takeover
Code;
"Effective Date" the date on which:
(a) the Scheme becomes Effective; or
(b) if the Acquisition is implemented
by way of a Takeover Offer, the Takeover
Offer becomes Effective;
"Excluded Shares" any Rotala Shares (i) registered in
the name of, or beneficially owned by,
RGL or any other member of the Wider
RGL Group or their respective nominees;
(ii) registered in the name of, or beneficially
owned by, any RGL Shareholder or Personal
Investment Vehicle, or any of their
respective nominees except for any Rotala
Shares acquired after the Scheme Court
Hearing pursuant to the exercise of
options under the Rotala Share Scheme;
or (iii) held by Rotala in treasury,
in each case at the Scheme Record Time;
"Facility Agreement" the secured term and revolving facility
agreement dated 17 November 2023 between
(amongst others) HSBC as lender and
RGL as borrower;
"FCA" or "Financial Conduct the UK Financial Conduct Authority or
Authority" its successor from time to time;
"Forms of Proxy" the forms of proxy for use at the Court
Meeting and the General Meeting which
will accompany the Scheme Document;
"FSMA" the Financial Services and Markets Act
2000, as amended from time to time;
"FY23" the Company's financial year ending
30 November 2023;
"General Meeting" the general meeting of Rotala Shareholders
(and any adjournment thereof) to be
convened in connection with the Scheme,
notice of which is to be contained in
the Scheme Document;
"HSBC" HSBC UK Bank plc, a listed company registered
in England and Wales with registered
number 09928412 and which has its registered
office at 1 Centenary Square, Birmingham
B1 1HQ, and is authorised by the Prudential
Regulation Authority and regulated by
the Financial Conduct Authority and
the Prudential Regulation Authority;
"IPO" initial public offering;
"KPMG LLP" KPMG LLP, a limited liability partnership
registered in England and Wales with
registered number OC301540 and which
has its registered office at 15 Canada
Square, Canary Wharf, London E14 5GL;
"Latest Practicable Date" 17 November 2023, the latest practicable
date prior to the publication of this
Announcement;
"Long-Stop Date" 11:59 p.m. on 20 April 2024 or such
later date, if any, as RGL and Rotala
may agree and, if required, the Court
and the Panel may allow;
"Monetgrange" Monetgrange Limited, a private company
registered in England and Wales with
registered number 05040429 and which
has its registered office at 2 Regan
Way, Chetwynd Business Park, Nottingham
NG9 6RZ;
"Monetgrange SPA" the share purchase agreement entered
into by (1) Robert Dunn, (2) Carol Dunn
and (3) RGL, dated 16 November 2023;
"Nameco" Nameco (No. 915) Limited, a private
company registered in England and Wales
with registered number 05234701 and
which has its registered office at 5(th)
Floor 40 Gracechurch Street, London,
England, EC3V 0BT;
"Offer Document" a circular sent to the Shareholders
containing details of a takeover offer
within the meaning of section 974 of
the Companies Act;
"Offer Period" the offer period (as defined by the
Code) relating to Rotala, which commenced
on 19 September 2023;
"Offer Price" 63.5 pence in cash per Rotala Share;
"Opening Position Disclosure" has the meaning given by Rule 8 of the
Takeover Code;
"Ordinary Share Capital" Rotala's issued share capital (excluding
treasury shares);
"Overseas Shareholders" Rotala Shareholders (or nominees, custodians
or trustees of Rotala Shareholders)
who are resident in, or nationals or
citizens of jurisdictions outside of
the UK or who are citizens or residents
of countries other than the UK;
"Panel" the Panel on Takeovers and Mergers;
"Personal Investment Vehicles" (i) Smith and Williamson Nominees Limited
(for and on behalf of Simon Dunn) in
respect of 614,501 Rotala Shares, (ii)
Smith and Williamson Nominees Limited
(for and on behalf of Robert Dunn) in
respect of 1,634,866 Rotala Shares,
(iii) Smith and Williamson Nominees
Limited for and on behalf of Carol Dunn
in respect of 573,717 Rotala Shares,
and (iv) The Bank of New York (Nominees)
Limited (for and on behalf of John Gunn)
in respect of 268,011 Rotala Shares;
"Possible Offer Announcement" the announcement relating to the possible
offer for Rotala by RGL , released by
Rotala on 19 September 2023;
"Preference Shares" the preference shares of GBP1.00 each
to be issued in RGL;
"Registrar of Companies" the Registrar of Companies in England
and Wales;
"Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755), as amended
from time to time;
"Regulatory Information any information service authorised from
Service" time to time by the FCA for the purpose
of disseminating regulatory announcements;
"Resolution(s)" the resolution(s) to be proposed at
the General Meeting in connection with,
amongst other things, the approval of
the Scheme and such other matters as
may be necessary to implement the Acquisition;
"Restricted Jurisdiction" any jurisdiction where the making of
the Acquisition may:
(a) constitute a violation of the relevant
laws and regulations of such jurisdiction;
or
(b) result in a requirement to comply
with any governmental or other consent
or any registration, filing or other
formality which RGL or Rotala regards
as unduly onerous; or
(c) result in significant risk or civil,
regulatory or criminal exposure if the
Acquisition is extended or made available
in that jurisdiction or if information
concerning the Acquisition is sent or
made available in that jurisdiction;
"RGL" Rotala Group Limited, a private company
incorporated in England and Wales, with
registered number 15030861 , whose registered
office is at Rotala Group Headquarters,
Cross Quays Business Park, Hallbridge
Way, Tividale, Oldbury, United Kingdom,
B69 3HW;
"RGL Directors" the directors of RGL, being Simon Dunn,
Robert Dunn and John Gunn ;
"RGL Directors' Loan Agreements" the unsecured loan agreements made between
(i) RGL and each of (ii) Simon Dunn,
Robert Dunn and John Gunn, on 16 November
2023;
"RGL Ordinary Shares" ordinary shares of GBP1.00 each in the
capital of RGL;
"RGL Shareholders" the shareholders of RGL as at the Effective
Date, being Simon Dunn, Robert Dunn,
John Gunn, Carol Dunn, Karen Dunn and
Wengen;
"RGL Shareholders' Agreement" the shareholders' agreement entered
into by (i) Simon Dunn, (ii) Robert
Dunn, (iii) John Gunn, (iv) Carol Dunn,
(vi) Karen Dunn, (vii) Wengen and (viii)
RGL on 16 November 2023;
"Rotala" or "Company" Rotala PLC, a public limited company
incorporated in England and Wales, with
registered number 05338907, whose registered
office is at Cross Quays Business Park,
Hallbridge Way, Tividale, Oldbury, West
Midlands B69 3HW;
"Rotala Directors" the directors of Rotala as at the date
of this Announcement or, where the context
so requires, the board of directors
of Rotala from time to time;
"Rotala Group" or "Group" Rotala and its subsidiary undertakings
and where the context permits, each
of them;
"Rotala Independent Directors" Kim Taylor, Graham Spooner and Graham
Peacock;
"Rotala Share Scheme" the Rotala 2005 Share Option Scheme
;
"Rotala Shares" the ordinary shares of 25 pence each
in the capital of Rotala;
"Rotala Shareholders" the holders of Rotala Shares;
or "Shareholders"
"Scheme" the proposed scheme of arrangement under
Part 26 of the Companies Act between
Rotala and Rotala Scheme Shareholders
in connection with the Acquisition,
the full terms and conditions of which
will be set out in the Scheme Document,
with or subject to any modification,
addition or condition approved or imposed
by the Court and agreed by Rotala and
RGL;
"Scheme Court Hearing" the hearing of the Court to sanction
the Scheme under section 899 of the
Companies Act;
"Scheme Document" the document to be sent to, among others,
Rotala Shareholders, containing and
setting out, among other things, the
Scheme, the notices convening the Court
Meeting, the General Meeting and the
further particulars required by Part
26 of the Companies Act;
"Scheme Record Time" the time and date specified in the Scheme
Document as being the record time for
the Scheme;
"Scheme Shareholders" holders of the Scheme Shares;
"Scheme Shares" the Rotala Shares:
(a) in issue at 6:00 p.m. on the date
of the Scheme Document;
(b) (if any) issued after 6:00 p.m.
on the date of the Scheme Document and
prior to the Voting Record Time; and
(c) (if any) issued on or after the
Voting Record Time and on or prior to
the Scheme Record Time either on terms
that the original or any subsequent
holders thereof shall be bound by the
Scheme, or in respect of which the holders
thereof shall have agreed in writing
to be bound by the Scheme,
and in each case remaining in issue
at the Scheme Record Time, but excluding
any Excluded Shares;
" Shore Capital " Shore Capital and Corporate and/or Shore
Capital Stockbrokers Limited as the
case may be;
"Shore Capital and Corporate" Shore Capital & Corporate Limited, a
private limited company incorporated
in England and Wales, with registered
number 02083043, whose registered address
is at Cassini House, 57 St James's Street,
London SW1A 1LD;
" Subscription and Rollover the agreement entered into between RGL
Agreement " and the RGL Shareholders on 16 November
2023;
"Substantial Interest" in relation to an undertaking, a direct
or indirect interest of 20 per cent.
or more of the total voting rights conferred
by the equity share capital (as defined
in section 548 of the Companies Act)
of such undertaking;
"Takeover Code" the City Code on Takeovers and Mergers
as issued from time to time by or on
behalf of the Panel;
"Takeover Offer" a takeover offer as defined in section
974 of the Companies Act;
"Tender Offer" the tender offer undertaken by Rotala
of 55 pence per Rotala Share which closed
on 16 February 2023;
"Third Party" each of a central bank, government or
governmental, quasi-governmental, supranational,
statutory, regulatory, environmental,
administrative, fiscal or investigative
body, court, trade agency, association,
institution, environmental body, employee
representative body, or any other body
or person whatsoever in any jurisdiction;
"UK Listing Authority" the UK Listing Authority, being the
Financial Conduct Authority acting in
its capacity as the competent authority
for the purposes of Part VI of the FSMA
;
"United Kingdom" or "UK" the United Kingdom of Great Britain
and Northern Ireland;
"United States" or "US" the United States of America, its territories
and possessions, any state of the United
States of America and the District of
Columbia and all other areas subject
to its jurisdiction;
"US Exchange Act" US Securities Exchange Act of 1934 (as
amended), and the rules and regulations
promulgated thereunder;
"US GAAP" generally accepted accounting principles
in the US;
"Voting Record Time" the time and date specified in the Scheme
Document as being the record time for
voting at the Court Meeting;
"Wengen" Wengen Pension Plan, administered by
Wengen Limited, a private limited company
incorporated in England and Wales, with
registered number 03012469, whose registered
address is at 50 High Street, Mold,
Clwyd CH7 1BH;
"Wider RGL Group" RGL, its parent undertakings, its subsidiary
undertakings, associated undertakings
and any other undertakings in which
that company and such undertakings (aggregating
their interests) have a Substantial
Interest; and
"Wider Rotala Group" Rotala, its subsidiary undertakings,
associated undertakings and any other
undertakings in which that company and
such undertakings (aggregating their
interests) have a Substantial Interest.
For the purposes of this Announcement, "associated undertaking",
"parent undertaking", "subsidiary undertaking" and "undertaking"
have the respective meanings given thereto by the Companies
Act.
References to an enactment include references to that enactment
as amended, replaced, consolidated or re-enacted by or under any
other enactment before or after the date of this Announcement.
All the times referred to in this Announcement are London times
unless otherwise stated.
References to the singular include the plural and vice
versa.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
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END
ACQLBLFLXFLXFBD
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November 20, 2023 07:43 ET (12:43 GMT)
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