ROL.L Regulatory News (ROL)

21 Dec 2007 15:51

Rotala PLC21 December 2007 Rotala plc ("Rotala" or "the Company") Placing to raise £250,000 and Trading Update The Board of Rotala is pleased to announce that it has raised £250,000 (beforeexpenses) through a placing of Unsecured Convertible Loan Notes of £1.00 eachdue 2011 (the "Loan Notes") with warrants, as further detailed below (the"Placing"). The Placing announced today will provide an initial tranche, equivalent to themaximum amount that can be raised under the Company's existing authorities, ofadditional working capital for the Company which is required to service thecontinued expansion of the group following a number of new contract wins whichhave been announced in recent weeks. The directors then intend to carry out a further placing early in 2008 onsubstantially similar commercial terms to those set out below (the "FurtherPlacing"). Any such Further Placing will be conditional upon, inter alia,appropriate resolutions being passed by the shareholders of the Company at aGeneral Meeting of the Company to authorise the directors to allot securities inthe capital of the Company for cash without the statutory pre-emption procedureapplying. As announced on 10 December 2007, the Company's financial performance hasimproved steadily during the financial year which ended on 30 November 2007, ayear which was characterized by increasing business volumes and improvingmargins. This has led to profitable trading in each of the last three months ofthe financial year and a record result in November 2007, with turnover of justunder £2m for the month. As previously announced, the Company continues to besuccessful in winning tenders for new contracts which gives the Board confidencein a further improvement of results in 2008. In addition the Company is inactive discussions regarding a number of acquisition opportunities in line withthe Board's principal strategy of expanding the group rapidly around a smallnumber of commercial hubs, currently based on Birmingham and Bristol. The Group's preliminary results for the year ended 30 November 2007 are expectedto be announced in late February 2008. Details of the Placing The Placing of £250,000 of Loan Notes has been subscribed wholly by LudgateInvestments Limited ("Ludgate"), a company of which John Gunn, Chairman ofRotala, is deputy chairman and in which he has a shareholding interest. TheLoan Notes will pay interest semi-annually in arrears on 30 June and 31 Decemberin each year at a rate of 8% p.a. with the first payment being for the periodfrom the issue of the Loan Notes to 30th June 2008. The Loan Notes which willnot be listed are capable of being converted in aggregate into 370,370 newOrdinary Shares of the Company. The conversion price is 67.5p per share whichrepresents a premium of 13.4% to the closing mid-market price of 59.5p perOrdinary Share on 20 December 2007. If not converted, the Loan Notes will beredeemed by the Company on 31 December 2011 or earlier, with the agreement ofthe noteholder. In addition, the Company has issued to Ludgate, as the subscriber of the LoanNotes and for arranging the issue, an aggregate of 138,270 warrants to subscribefor new Ordinary Shares in the Company (the "Warrants"). Of these Warrants61,728 entitle Ludgate to subscribe for new ordinary shares at 75 pence pershare at any time up to 31 December 2009, 61,728 entitle Ludgate to subscribefor new ordinary shares at 80 pence per share at any time up to 31 December 2010and 14,814 entitle Ludgate to subscribe for new ordinary shares at 67.5 penceper share at any time up to 31 December 2011. Assuming conversion of the Loan Notes and exercise of the Warrants, the newOrdinary Shares would represent approximately 2.44% of the enlarged issued sharecapital of the Company. Ludgate, which has an existing holding of 397,980ordinary shares, would have an aggregate holding of 906,620 ordinary sharesrepresenting approximately 4.35% of the issued share capital of the Company asso enlarged. The new Ordinary Shares will rank pari passu in all respects withthe existing issued ordinary shares of 25p each in the capital of the Company. Contacts: John Gunn, Chairman Rotala plc 020 7621 5770 Kim Taylor, CEO Rotala plc 020 7621 5770 Rhod Cruwys / Matthew Marchant, Blue Oar Securities Plc 020 7448 4400 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