ROL.L Regulatory News (ROL)

26 Mar 2008 13:46

Rotala PLC26 March 2008 26 March 2008 Rotala plc ("Rotala" or "the Company") Further placing of Loan Notes Placing of Ordinary Shares Directors' Dealings On 3 March 2008, the Company announced a placing of Loan Notes and a proposedplacing of Ordinary Shares to raise £3.8 million in aggregate. Of this amount£1.4 million was in the form of commitments from Directors and other investors.On 5 March 2008, the Company announced that it had placed £815,000 of thesecommitments with Directors and other investors. The Company is now pleased to announce the placing of the remaining commitmentsamounting to £615,000 through the issue of £225,000 of Loan Notes (the "FurtherLoan Note Issue") and the issue of Ordinary Shares and Warrants (the "OrdinaryShare Issue") to Robert Dunn, Simon Dunn and Scott Dunn. Details of the Further Loan Note Issue £225,000 of Loan Notes have been placed by Ludgate Investments Limited withinvestors. The Loan Notes will pay interest semi-annually in arrears on 30 Juneand 31 December in each year at a rate of 8% p.a. with the first payment beingfor the period from the issue of the Loan Notes to 30th June 2008. The LoanNotes, which will not be listed, are capable of being converted in aggregateinto 333,333 new Ordinary Shares of the Company. The conversion price is 67.5pper share which represents a premium of 13.44% to the closing mid-market priceof 59.5p per Ordinary Share on 20 March 2008. If not converted, the Loan Noteswill be redeemed by the Company on 31 December 2011, or earlier with theagreement of the noteholder. In addition, the Company has issued to placees an aggregate of 111,110 warrantsto subscribe for new Ordinary Shares in the Company (the "Warrants"). Of theseWarrants, 55,555 entitle placees to subscribe for new ordinary shares at 75pence per share at any time up to 31 December 2009, and 55,555 entitle placeesto subscribe for new ordinary shares at 80 pence per share at any time up to 31December 2010. In addition Ludgate, as placing agent to the Company, has beenissued with warrants entitling it to subscribe for 13,332 new ordinary shares at67.5 pence per share at any time up to 31 December 2011. Ordinary Share Issue Robert Dunn, Simon Dunn and Scott Dunn have, in aggregate, subscribed for655,462 new Ordinary Shares at an issue price of 59.5 pence per share for anaggregate investment of approximately £390,000 ("the Ordinary Share Issue"). Inaddition the Company has issued to the subscribers an aggregate of 327,731warrants to subscribe for new Ordinary Shares in the Company at 59.5 pence pershare at any time up to 31 December 2010. This investment in Ordinary Shares isin addition to an investment of £260,000 in Loan Notes by Simon Dunn and ScottDunn announced on 3 March 2008. The Company has today made application for the 655,462 new Ordinary Shares to beadmitted to trading on AIM. Trading in the new Ordinary Shares is anticipated tocommence on 1 April 2008. Enlarged Share Capital Following the Ordinary Share Issue the Company will have 21,010,041 OrdinaryShares in issue. The conversion of all of the Loan Notes and exercise of all of the Warrantsissued under the Further Loan Note Issue and the Ordinary Share Issue wouldresult in the issue of 785,506 new Ordinary Shares in aggregate. This wouldrepresent approximately 3.6% of the enlarged issued share capital of theCompany. Upon issue the new Ordinary Shares will rank pari passu in all respectswith the existing issued ordinary shares of 25p each in the capital of theCompany. In aggregate, following the Further Placing the Company now has £4,662,500 ofLoan Notes in issue Directors' and other interests Certain directors have participated in the Ordinary Share Issue as follows: Robert Dunn £250,000 Simon Dunn £40,000 Following the Further Loan Note Placing, the Ordinary Share Issue, the interestsof the directors are as follows: Ordinary Shares % of issued Share Warrants Loan Notes*** held (excluding Capital as enlarged options) by the Ordinary Share Issue John Gunn * 3,998,857 19.3 281,527 £405,000 Geoffrey Flight * * 990,333 4.7 121,578 £125,000 Kim Taylor 20,000 0.1 37,344 £50,000 Simon Dunn 102,227 0.5 112,626 £160,000 Nick Kennedy 151,886 0.7 - - Robert Dunn 420,168 2.0 210,084 - * includes Mrs R. S. Gunn and Wengen Pension Plan. ** includes the Flight Pension Trust of which Mr Flight is a beneficiary. *** the Loan Notes include £50,000 and £35,000 for Mr Gunn and Mr Flightrespectively of CULS due 2008 (convertible into Ordinary Shares at any timeprior to 31 December 2008 on the basis of 1 new Ordinary Share for every 62.5pof Loan Stock), £225,000, £40,000 and £25,000 in Unsecured Loan Notes due 2009for Mr Gunn, Mr Flight and Mr Taylor respectively and the Loan Notes. Contacts: John Gunn, Chairman Rotala plc 020 7621 5770 Kim Taylor, CEO Rotala plc 020 7621 5770 Rhod Cruwys / Romil Patel, Blue Oar Securities Plc 020 7448 4400 Robert Petch, Ludgate Investments Limited 020 7621 5770 This announcement does not constitute an offer to sell or an invitation tosubscribe for, or the solicitation of an offer to buy or to subscribe for,Ordinary Shares in any jurisdiction in which such an offer or solicitation isunlawful and is not for distribution in or into Canada, Japan, the United Statesor Australia (the 'Prohibited Territories'). The Ordinary Shares have not beenand will not be registered under the United States Securities Act of 1933 (asamended) or under the applicable securities laws of any state in the UnitedStates or any Prohibited Territory and, unless an exemption under such Acts orlaws is available, may not be offered for sale or subscription or sold orsubscribed directly or indirectly within the Prohibited Territories or for theaccount or benefit of any national, resident or citizen of the ProhibitedTerritories. The distribution of this announcement in other jurisdictions may berestricted by law and therefore persons into whose possession this announcementcomes should inform themselves about and observe any such restrictions. Anyfailure to comply with these restrictions may constitute a violation of thesecurities laws of such jurisdictions. The contents of this announcement are not to be construed as legal, financial ortax advice. If necessary, each recipient of this announcement should consulthis, her or its own legal adviser, financial adviser or tax adviser for legal,financial or tax advice. Ludgate Investments Limited is regulated by the Financial Services Authority andis acting for Rotala plc and for no one else in connection with the Placing andwill not be responsible to anyone other than Rotala plc for providing theprotections afforded to customers of Ludgate Investments Limited, or foraffording advice in relation to the Placing, the Future Placing or any othermatters referred to herein. This information is provided by RNS The company news service from the London Stock Exchange