ROL.L Regulatory News (ROL)

14 Jun 2006 13:03

Rotala PLC14 June 2006 Rotala plc ("Rotala" or "the Company") Convertible loan notes and warrants The Company announces that on 14 June 2006 it has issued £250,000 of convertibleloan notes ("Loan Notes") to John Gunn, the non-executive chairman of theCompany, Renate Gunn (John Gunn's wife), the trustees of the Ingrid Croft Trustand the trustees of the Natalie Haynes Trust, (the beneficiaries of these Trustsare adult daughters of John Gunn). The Loan Notes have been issued in thefollowing proportions: John Gunn £120,000Renate Gunn £80,000Trustees of the Ingrid Croft Trust £30,000Trustees of the Natalie Haynes Trust £20,000 In accordance with the terms of the arrangement, the Company has issued anaggregate of 2,500,000 unlisted warrants over ordinary shares of 1p each in theCompany (the "Warrants") in the following proportions: Warrants John Gunn 1,200,000Renate Gunn 800,000Trustees of the Ingrid Croft Trust 300,000Trustees of the Natalie Haynes Trust 200,000 The funds raised by the issue of the Loan Notes will be used to finance theacquisition of further vehicles and to augment the working capital of thecompany. The summer months are the busiest of the year and short-term privatehire work has increased (to a degree associated with the football world cup).Also, on the aviation side of the business, airline customers have entered theirsummer schedules, with increased frequencies and more crew movements, which inturn lead to more demand for the company's services, particularly in relation tocontracts which are new this year. The Loan Notes entitle the holders to an annual 8 per cent. coupon, payable on31 December 2006 and 30 June 2007. The Loan Notes are repayable or convertibleinto ordinary shares at the option of the holder at a price of 1.6p per ordinaryshare in the Company on 30 June 2007. The Warrants are exercisable at the option of the holder at any time between 30June 2006 and 30 June 2011. Each Warrant entitles a holder to one ordinary shareand is exercisable at 1.6p per ordinary share. The number of ordinary shares in the Company currently in issue is 288,641,027,of which John Gunn and persons connected with him hold 49,712,000 ordinaryshares, being 17.22 per cent. of the issued ordinary share capital. Assumingthat all of the Warrants are exercised and each Loan Note holder elects toconvert his or her Loan Notes into ordinary shares, the issued ordinary sharecapital of the Company would be 306,766,027 ordinary shares, of which John Gunnand his connected persons would hold 67,837,000 ordinary shares, being 22.11 percent. of the issued ordinary share capital. The directors, with the exception of John Gunn, consider, having consulted withthe Company's nominated adviser, Corporate Synergy Plc, that the terms of thistransaction are fair and reasonable insofar as the shareholders of the Companyare concerned. Enquiries: Corporate Synergy Plc 020 7448 4400Rhod CruwysDavid Seal Rotala plc 0121 322 2370Kim Taylor Notes to Editors: The Company was admitted to trading on AIM on 29 March 2005, having beenincorporated on 21 January 2005, to invest in the parking and transportationsectors. In the transport sector, the Board anticipated that opportunities wouldarise in the provision of bus services, chauffeur-drive services and integratedground transportation. In the Company's admission document dated 11 March 2005the Board stated its intention to complete the Company's first acquisitionwithin six months of Admission and in August 2005 it agreed the acquisition ofthe Flights Group of companies. The Flights Group comprises three companies: Flights Hallmark, Flights CorporateTransfers and FH Transport. Flights Hallmark is a mature coach and bus businessformed through the acquisition and amalgamation of a number of businesses. Itsmain activities include the provision of dedicated transport solutions for arange of corporate customers, the operation of various shuttle bus services anda substantial coach hire business. Flights Corporate Transfers operateschauffeur driven cars, particularly relating to transport to and from UKairports, for a range of airlines and airline-related customers. The thirdcompany, FH Transport, does not currently trade, but holds certain contractswith customers relating to the business operated by the other members of theFlights Group. This information is provided by RNS The company news service from the London Stock Exchange