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Placing and Repurchase of Loan Notes

28 May 2009 07:05

RNS Number : 8621S
Rotala PLC
28 May 2009
Β 

ο»Ώ

NOT FOR DISTRIBUTION IN OR INTOΒ AUSTRALIA,Β CANADA,Β JAPANΒ 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")

Placing of 1,112,500 ordinaryΒ shares at 40 pence per share

and

RepurchaseΒ of Β£400,000 nominal value loan notesΒ at a discountΒ and cancellation of 600,000 outstanding warrantsΒ 

The Company is pleased to announce that it has raised Β£445,000 (gross) through the placing of 1,112,500 new ordinary shares at 40 pence per ordinary shareΒ with certain existing shareholders. The proceeds will be utilised to facilitate the repurchaseΒ of Β£400,000Β nominal valueΒ loanΒ notesΒ andΒ 600,000Β warrants over ordinary sharesΒ forΒ an aggregate price of Β£335,000,Β with the balance of the proceeds being utilised toΒ augmentΒ the Company'sΒ working capital.

OnΒ 20 January 2006,Β RotalaΒ issued Β£800,000 nominal valueΒ loanΒ notesΒ and 600,000Β warrantsΒ toΒ Central Parking System of UK LimitedΒ ("CPS"),Β in connection with the acquisition ofΒ the Flights GroupΒ at that time. Of these instrumentsΒ Β£400,000Β nominal valueΒ loanΒ notesΒ and the 600,000Β warrantsΒ areΒ still outstanding. The loanΒ notes attract interest at a rate of 4 per cent. per annum, payable annuallyΒ and are repayable by the CompanyΒ in tranches on 31 January 2010 andΒ 2011.Β The 600,000Β warrantsΒ are convertible into ordinary shares at 37.5 pence per ordinary share up to 23 December 2010. CPS hasΒ agreed to accept Β£335,000 as considerationΒ for theΒ repurchaseΒ ofΒ the remaining Β£400,000Β nominal valueΒ loanΒ notes and theΒ 600,000Β warrants, which will be cancelled.

Following completion of the placing, the Directors and other Significant Shareholders will, so far as the Company is aware, have the following interests inΒ ordinaryΒ shares:

Name of Director or Shareholder
Β 
Ordinary shares held (excluding options)
immediately following the placing
Percentage of
issued share capital as enlarged by the placing
Options and warrants
Β 
Β 
Β 
Β 
John Gunn 1,2,3
6,946,763
25.5
390,850 warrants and 400,000 options
Geoffrey Flight 4
1,302,833
4.8
121,579 warrants and 220,000 options
The Dunn Family 5
1,055,462
3.9
322,710 warrants and 845,000 options
Link Traders (Aust) Pty Ltd
1,050,000
3.9
-
Graeme Peacock
875,000
3.2
-
Susan Tobbell
875,000
3.2
Β 
Michael Samuel
375,000
1.4
123,456 warrants
Kim Taylor
322,500
1.2
37,344 warrants and 565,000 optionsΒ 

1 John Gunn's direct holding in the Company is 2,105,633 Ordinary Shares, representing 7.8 per cent. of the total voting rights of the Company immediately following the Placing and Subscription.
Β 
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 5,103,857 Ordinary Shares, representing 18.9 per cent. of the total voting rights of the Company immediately following the Placing and Subscription.
Β 
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").Β Accordingly, their respective interests are to be aggregated for the purposes of the Code.Β So far as the Company is aware, following the Proposals, this concert party will have a direct interest in 6,946,763 Ordinary Shares, representing 25.7 per cent. of the total voting rights of the Company.
Β 
4 Includes the Flight Pension Trust of which Geoffrey Flight is a trustee and beneficiary.
Β 
5 The Dunn Family includes the shareholdings of Robert Dunn (Non-executive Director) and Simon Dunn (Managing Director) of the Company.

Β 

Application has been made for the 1,112,500 new ordinary shares to be admitted to trading on AIM and it is expected that admission will take place onΒ 2 JuneΒ 2009.Β 

Β 

The new ordinary shares rank pari passu in all respects with the existing ordinary shares, including the right to receive any dividend or other distribution declared, made or paid after the date of their unconditional allotment.Β 

Β 

Following this allotment, the total issued share capital of the Company will have increased to 27,043,970 ordinary shares.Β 

Β 

For further information please contact:

Rotala plcΒ 

John Gunn, ChairmanΒ 

Simon Dunn Chief Executive

Kim Taylor,Β Group Finance DirectorΒ 

020 7621 5774

07825 808 525

07825 808 529

Charles Stanley Securities - NOMAD and broker

020 7149 6000

Mark Taylor / Ben Johnston / Adam Sumner

This information is provided by RNS
The company news service from the London Stock Exchange
Β 
END
Β 
Β 
IOEGIGDUCBDGGCR
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