ROL.L Regulatory News (ROL)

5 Mar 2008 07:00

Rotala PLC05 March 2008 Rotala plc ("Rotala" or "the Company") Further placing of Loan Notes Directors' Dealings The Company announced earlier this week a trading update, acquisition, placingof Loan Notes and proposed placing of Ordinary Shares to raise £3.8 million inaggregate. Of this amount £1.4 million was in the form of commitments fromDirectors and other investors. The Company is pleased to announce that it has now raised a further £815,000through the issue of £815,000 of Loan Notes (the "Further Placing"). Details of the Further Placing The Further Placing comprises the issue of £815,000 of Loan Notes which havebeen placed by Ludgate Investments Limited with investors including certaindirectors of the Company. The Loan Notes will pay interest semi-annually inarrears on 30 June and 31 December in each year at a rate of 8% p.a. with thefirst payment being for the period from the issue of the Loan Notes to 30th June2008. The Loan Notes which will not be listed are capable of being converted inaggregate into 1,207,406 new Ordinary Shares of the Company. The conversionprice is 67.5p per share which represents a premium of 0.7% to the closingmid-market price of 67p per Ordinary Share on 3rd March 2008. If not converted,the Loan Notes will be redeemed by the Company on 31 December 2011, or earlierwith the agreement of the noteholder. In addition, the Company has issued to placees an aggregate of 402,462 warrantsto subscribe for new Ordinary Shares in the Company (the "Warrants"). Of theseWarrants, 201,231 entitle placees to subscribe for new ordinary shares at 75pence per share at any time up to 31 December 2009, and 201,231 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 32,590 new ordinary shares at67.5 pence per share at any time up to 31 December 2011. Enlarged Share Capital The conversion of all of the Loan Notes and exercise of all of the Warrantsissued under the Further Placing would result in the issue of 1,642,458 newOrdinary Shares in aggregate. This would represent approximately 7.5% of theenlarged issued share capital of the Company. Upon issue the new Ordinary Shareswill rank pari passu in all respects with the existing issued ordinary shares of25p each in the capital of the Company. In aggregate, following the Further Placing the Company now has £4,437,500 ofLoan Notes in issue. There remain commitments of £225,000 from investors tosubscribe for Loan Notes and these are expected to be issued by the Companylater this month. In addition, Robert Dunn, Simon Dunn and Scott Dunn have, inaggregate, committed to subscribe for 749,998 new Ordinary Shares at an issueprice of 52 pence per share for an aggregate investment of approximately£390,000 ("the Ordinary Share Issue"). This investment in Ordinary Shares is inaddition to an investment of £260,000 in Loan Notes by Simon Dunn and ScottDunn. The Ordinary Share Issue and the placing of the outstanding Loan Notecommitments is expected to complete within the next few weeks. Directors' and other interestsCertain directors have participated in the Further Placing as follows: John Gunn £30,000*Geoff Flight £50,000Simon Dunn £160,000Kim Taylor £25,000 *John Gunn and the Gunn Trusts have also invested £250,000 in Loan Notes throughthe Loan Conversion announced yesterday. Following the Further Placing, the Ordinary Share Issue and the Loan Conversion,the interests of the directors are as follows: Ordinary Shares % of Issued Share Warrants Loan held (excluding Capital as enlarged Notes*** options) by the Ordinary Share Issue John Gunn * 3,998,857 19.7 281,527 £405,000Geoffrey Flight * * 990,333 4.9 121,578 £125,000Kim Taylor 20,000 0.1 37,344 £50,000 Simon Dunn 35,000 0.2 79,012 £160,000 Nick Kennedy 151,886 0.7 - - - -* 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 31st 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 5770Kim Taylor, CEO Rotala plc 020 7621 5770Rhod Cruwys / Romil Patel, Blue Oar Securities Plc 020 7448 4400Robert 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