27 Nov 2008 07:00
NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IF TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION
Rotala plc
("Rotala" or "the Company")
Proposed Placing of 2,750,000 Ordinary Shares at 40 pence per share
and
Proposed Subscription for 2,162,500 Ordinary Shares at 40 pence per share
Notice of General Meeting
The Board is pleased to announce that trading for the financial year which ends on 30 November is in line with market expectations. As new contracts begin to make a contribution and our existing operations continue to grow, the Board looks forward to the year ending 30 November 2009 with great confidence. Lower interest rates, taken together with the potential of consistently lower fuel prices than those experienced in 2008, could well further enhance that progress. As other large operators in the bus industry have already announced, we too are seeing good growth in passenger numbers.
The Company also announces that it proposes to raise (conditional only on the passing of the Resolutions set out in the Notice of General Meeting and Admission) approximately £1,025,000 (net of expenses) through the Placing, in aggregate, of 2,750,000 new Ordinary Shares at 40 pence per Ordinary Share. The estimated gross proceeds of the Placing are £1,100,000, of which certain Directors have agreed to subscribe £560,000. The proceeds will principally be utilised to facilitate the repayment of the outstanding Loan Notes and Loan Stock at par (at an aggregate price of £865,000) with the balance of the proceeds being utilised to enable the Company to meet its working capital requirements and fund the continued organic growth of the business.
On 27 December 2006, the Company announced it had issued £400,000 in nominal value of Loan Stock to a number of placees including John Gunn, the non-executive Chairman of the Company, Renate Gunn (John Gunn's wife), the trustees of the Ingrid Croft Trust and the trustees of the Natalie Haynes Trust (of both of which trusts John Gunn is a trustee) and the trustees of Flight Pension Trust (of which Geoffrey Flight, a non-executive Director of the Company, is a trustee and beneficiary). The Loan Stock attracts interest at a rate of 6 per cent. per annum, payable semi- annually. The Loan Stock is repayable on, or convertible into Ordinary Shares at 62.5 pence per Ordinary Share up to, 31 December 2008. The Company is now proposing to repay the outstanding Loan Stock at par from the proceeds of the Placing.
At the time of the issue of the Loan Stock the Company created the Loan Stock Warrants. These warrants are exercisable at 62.5 pence per Ordinary Share at any time up to 31 December 2008. Of these Warrants, 248,000 have not been exercised and remain outstanding. In consideration of the holders of the Loan Stock agreeing to the repayment of the Loan Stock prior to the due date the Company proposes to reduce the exercise price to 50 pence per Ordinary Share to reflect the reduced share price of the Company and to amend the expiry date of these warrants to 31 December 2010. The price represents a premium of 20.5 per cent. to the closing mid-market price of 41.5 pence per Ordinary Share on 26 November 2008, being the latest practicable date prior to the release of this announcement.
On 8 October 2007, the Company announced it had placed £465,000 in nominal value of Loan Notes. The placees included John Gunn, the non-executive Chairman of the Company, Renate Gunn (John Gunn's wife), the trustees of the Ingrid Croft Trust and the Natalie Haynes Trust (of both of which trusts John Gunn is a trustee), the trustees of the Flight Pension Trust (of which Geoffrey Flight, a non-executive Director of the Company, is a trustee and beneficiary) and Kim Taylor, a Director of the Company. The Loan Notes attract interest semi-annually in arrears at a rate of 8 per cent. per annum and are repayable by the Company on 31 December 2009. The Company is now proposing to repay the outstanding Loan Notes at par from the proceeds of the Placing.
At the time of the issue of the Loan Notes the Company created the Loan Note Warrants. These warrants are exercisable at 65 pence per Ordinary Share at any time up to 31 December 2009. In consideration of the holders of the Loan Notes agreeing to the repayment of the Loan Notes prior to the due date, the Company proposes to reduce the exercise price to 50 pence per Ordinary Share to reflect the reduced share price of the Company and to amend the expiry date of these warrants to 31 December 2010. The price represents a premium of 20.5 per cent. to the closing mid-market price of 41.5 pence per Ordinary Share on 26 November 2008, being the latest practicable date prior to the release of this announcement.
The holders of the Loan Notes and the holders of the Loan Stock have agreed that, upon the repayment of the Loan Notes and the Loan Stock the proceeds will be utilised to subscribe for the maximum whole number of new Ordinary Shares which they can subscribe for from such proceeds at a price of 40 pence per Ordinary Share.
The Placing, the proposed purchase of the Loan Notes and Loan Stock, the amendment of the terms of the Warrants and the Subscription (the "Proposals"), are subject to approval by Shareholders of the Resolutions at the General Meeting. A General Meeting has been convened for 10.00 a.m. on 19 December 2008, at which Shareholders will be asked to consider and, if thought fit, approve the Resolutions required to implement the Proposals.
If the Resolutions are approved, it is expected that the Placing Shares and the Subscription Shares will be admitted to trading on AIM on 22 December 2008.
Following completion of the Proposals, the Directors and other Significant Shareholders will, so far as the Company is aware, have the following interests in Ordinary Shares:
| Name of Director or Shareholder | Ordinary Shares held (excluding options) immediately following the Placing and Subscription | Percentage of Issued Share Capital as enlarged by the Proposals | Options and Warrants |
| John Gunn 1,2,3,4 | 6,666,764 | 25.7 | 390,850 warrants and 400,000 options |
| Ingrid Croft Trust (included in the above) | 793,033 | 3.1 | 43,332 warrants |
| Geoffrey Flight 5 | 1,302,833 | 5.0 | 121,579 warrants and 220,000 options |
| Link Traders (Aust) Pty Ltd | 1,050,000 | 4.1 | - |
| The Dunn Family 6 | 905,462 | 3.5 | 322,710 warrants and 845,000 options |
| Michael Samuel | 375,000 | 1.4 | 123,456 warrants |
| Kim Taylor | 322,500 | 1.2 | 37,344 warrants and 565,000 options |
1. John Gunn's direct holding in the Company is 2,334,634 Ordinary Shares, representing 9.0 per cent. of the total voting rights of the Company immediately following the Placing and Subscription.
2. For the purpose of the AIM Rules, John Gunn's family holding, (including the holdings of Renate Gunn (John Gunn's wife) and the Wengen Pension Plan (of which John Gunn is a beneficiary and trustee)) holding in the Company is 4,917,858 Ordinary Shares, representing 19.0 per cent. of the total voting rights of the Company immediately following the Placing and Subscription.
3. John Gunn, Renate Gunn, the trustees of the Ingrid Croft Trust, the trustees of the Natalie Haynes Trust and the trustees of the Alison Pople Trust (of all of which trusts John Gunn is a trustee) are parties acting in concert for the purposes of the City Code on Takeovers and Mergers (the "Code"). Accordingly, their respective interests are to be aggregated for the purposes of the Code. So far as the Company is aware, following the Proposals, this concert party will have a direct interest in 6,666,764 Ordinary Shares, representing 25.7 per cent. of the total voting rights of the Company.
4. Following the Placing and Subscription, for the purpose of note 2 above, Renate Gunn will hold 844,500 Ordinary Shares and the Wengen Pension Plan will hold 1,738,724 Ordinary Shares in the Company. For the purpose of note 3 above, following the Placing and Subscription, the Ingrid Croft Trust will hold 793,033 Ordinary Shares in the Company, the Natalie Haynes Trust will hold 737,473 Ordinary Shares in the Company and the Alison Pople Trust will hold 218,400 Ordinary Shares in the Company.
5. Includes the Flight Pension Trust of which Geoffrey Flight is a trustee and beneficiary.
6. The Dunn Family includes the shareholdings of Robert Dunn (Non-executive Director) and Simon Dunn (Managing Director) of the Company.
A circular has today been posted to Shareholders with a Notice of General Meeting to approve matters relating to the Proposals.
For further information please contact:
| Rotala plc | |
| John Gunn, Chairman Kim Taylor, Chief Executive | 020 7621 5774 07825 808 529 |
| Charles Stanley Securities - NOMAD and broker | 020 7149 6000 |
| Mark Taylor / Ben Johnston / Adam Sumner |
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2008
Latest time and date for receipt of Forms of Proxy 10.00 a.m. on 17 December
General Meeting 10.00 a.m. on 19 December
Admission and dealings in the Placing Shares
and the Subscription Shares 8.00 a.m. on 22 December
DEFINITIONS