ROL.L Regulatory News (ROL)

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION; THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

20 NOVEMBER 2023

RECOMMENDED ACQUISITION

of

Rotala PLC ("Rotala" or the "Company")

by

Rotala Group Limited ("RGL")

a newly incorporated entity directly and indirectly owned and controlled by Simon Dunn, Robert Dunn, John Gunn, the spouses of Simon Dunn and Robert Dunn, and Wengen Pension Plan

to be effected by way of a scheme of arrangement

under Part 26 of the Companies Act 2006

Summary and Highlights

· Further to the announcement released by Rotala on 19 September 2023 regarding a possible cash offer for the Company, the boards of RGL and Rotala are pleased to announce that they have reached agreement on the terms and conditions of a recommended acquisition ("Acquisition") under which RGL will acquire the entire issued and to be issued share capital of Rotala. It is currently intended that the Acquisition will be effected by means of a Court?sanctioned scheme of arrangement under Part 26 of the Companies Act.

· RGL is a private limited company formed specifically for the purpose of the Acquisition. Following completion of the Acquisition, RGL and Rotala will be directly and indirectly owned by the directors of RGL being Simon Dunn, Robert Dunn and John Gunn (the current Chief Executive, Managing Director - North West, and Non-Executive Chairman of Rotala respectively), the spouses of Simon Dunn and Robert Dunn, and Wengen Pension Plan ("Wengen") (a personal pension plan operated by Wengen Limited for and on behalf of its employee, John Gunn) (the "RGL Shareholders"). As at the Latest Practicable Date, the RGL Shareholders and their Concert Parties owned or controlled 12,784,220 Rotala Shares, representing approximately 41.2 per cent. of Rotala's issued share capital (excluding treasury shares) ("Ordinary Share Capital").

· Under the terms of the Acquisition, each Rotala Scheme Shareholder will be entitled to receive:

· The Offer Price values the entire issued and to be issued share capital of Rotala at approximately £23.5 million, which represents a premium of approximately:

o 9.5 per cent. to the Closing Price of 58 pence per Rotala Share on 17 November 2023, the Latest Practicable Date prior to the date of this Announcement;

o 51.2 per cent. to the Closing Price of 42 pence per Rotala Share on 18 September 2023 (being the last Business Day prior to the commencement of the Offer Period); and

o 15.5 per cent. to the price at which the tender offer was undertaken by Rotala of 55 pence per Rotala Share which closed on 16 February 2023 (the "Tender Offer").

· Fractional entitlements of pence payable to Rotala Scheme Shareholders under the Acquisition will be rounded down to the nearest whole number of pence.

· If any dividend or other distribution or return of capital is proposed, declared, made, paid or becomes payable by Rotala in respect of the Rotala Shares on or after the date of this Announcement and prior to the Scheme becoming Effective, RGL reserves the right to reduce the value of the consideration payable for each Rotala Share by up to the amount per Rotala Share of such dividend, distribution or return of capital, in which case any reference in this Announcement to the consideration payable will be deemed to be a reference to the consideration as so reduced. Any exercise by RGL of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Acquisition. In such circumstances, Rotala Shareholders will be entitled to retain any such dividend, distribution or other return of capital declared, made or paid or which becomes payable.

· The Rotala Shares owned or controlled by the RGL Shareholders (which includes all Rotala Shares held by their Personal Investment Vehicles but excludes the Rotala Shares owned or controlled by the Concert Parties), being, in aggregate, 6,601,398 Rotala Shares, representing approximately 21.3 per cent. of the Ordinary Share Capital on the Latest Practicable Date, will not be Scheme Shares and will not be acquired by RGL pursuant to the Acquisition. These shares will be acquired by RGL pursuant to the Subscription and Rollover Agreement, pursuant to which, upon the Scheme becoming Effective, (i) the RGL Shareholders will sell 3,510,303 Rotala Shares owned or controlled by them (representing approximately 11.3 per cent. of the Ordinary Share Capital on the Latest Practicable Date) to RGL in exchange for the allotment of 1,922,894 RGL Ordinary Shares and 306,149 Preference Shares; (ii) each of Simon Dunn, Robert Dunn, Carol Dunn and John Gunn shall procure that their respective Personal Investment Vehicles shall sell 3,091,095 Rotala Shares held by them (representing approximately 10.0 per cent. of the Ordinary Share Capital on the Latest Practicable Date) to RGL in exchange for cash at the Offer Price. None of the RGL Shareholders or Personal Investment Vehicles will be entitled to vote in respect of the Rotala Shares owned or controlled by them at the Court Meeting but may vote in respect of such Rotala Shares at the General Meeting.

· The Preference Shares to be issued in RGL will be non-voting and will only have rights on an exit event (being a trade sale, asset sale or IPO of RGL) or on a redemption (such as a refinancing). The Preference Shares shall have no right to receive dividends but a 6 per cent. coupon will be paid semi-annually, provided that RGL can do so without jeopardising any of its obligations / covenants under its facilities with HSBC. If the coupon cannot be paid, it will be accrued and paid when possible.

· The Rotala Shares owned or controlled by the Concert Parties (being 6,182,822 Rotala Shares on the Latest Practicable Date and representing approximately 19.9 per cent. of the Ordinary Share Capital on the Latest Practicable Date) will be Scheme Shares and will be acquired by RGL pursuant to the Acquisition. The Court Meeting will be of the holders of Scheme Shares except for the holders of Scheme Shares owned or controlled by the Concert Parties. The Scheme Shares owned or controlled by the Concert Parties ("Non-Voting Scheme Shares") will not be voted at the Court Meeting.

Information on RGL

· RGL is a limited company registered in England and Wales and incorporated on 26 July 2023. RGL was formed for the purposes of the Acquisition and has not traded since incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

· Following completion of the Acquisition, RGL will be controlled by the RGL Directors (Simon Dunn, Robert Dunn, John Gunn) together with the spouses of Simon Dunn and Robert Dunn, and Wengen, who are joint offerors with respect to the Acquisition.

Rationale for the Acquisition

· The RGL Directors believe that Rotala's AIM quotation no longer represents good value for Rotala and its shareholders, providing limited share price growth and access to equity capital while incurring material costs and carrying a regulatory burden.

· In addition, they believe that the lack of liquidity in the Rotala Shares, and the perceived desire of many Rotala Shareholders to seek an exit from their investment (as was demonstrated by the materially oversubscribed Tender Offer) has acted as a restriction to both the Company's share price potential and its ability to raise funding by the issue of new shares to support new opportunities for growth.

· The RGL Directors see the acquisition of Rotala as an opportunity to allow them to invest to support Rotala's growth potential as a private company, combined with providing an attractive cash return to Rotala Shareholders at the Offer Price.

Recommendation

· The Rotala Independent Directors, who have been so advised by Shore Capital as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Rotala Independent Directors, Shore Capital has taken into account the commercial assessments of the Rotala Independent Directors. Shore Capital is providing independent financial advice to the Rotala Independent Directors for the purposes of Rule 3 of the Takeover Code.

· Accordingly, the Rotala Independent Directors intend to recommend unanimously that Rotala Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting (or, if (with the consent of the Panel) RGL exercises its right to implement the Acquisition by way of a Takeover Offer, accept or procure acceptances of such Takeover Offer).

Irrevocable undertakings and letter of intent

· Each of the Rotala Independent Directors has irrevocably undertaken to vote in favour of the Scheme and the Resolution(s) (or to accept a Takeover Offer) in respect of their entire beneficial holdings of Rotala Shares, being a total of 3,215,813 Rotala Shares representing, in aggregate, approximately 10.4 per cent. of the Ordinary Share Capital and approximately 17.6 per cent. of the Rotala Shares eligible to vote at the Court Meeting.

· In addition, RGL has received irrevocable undertakings from each of Nigel Wray, Susan Tobbell, Peter Phillips, David Poutney and Vivienne Poutney to vote in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting (or, if (with the consent of the Panel), RGL exercises its right to implement the Acquisition by way of a Takeover Offer, accept or procure acceptances of such Takeover Offer) in respect of 5,983,657 Rotala Shares representing, in aggregate, approximately 19.3 per cent. of the Ordinary Share Capital on the Latest Practicable Date and approximately 32.8 per cent. of the Rotala Shares eligible to vote at the Court Meeting.

· RGL has also received a non-binding letter of intent from Nameco (No. 915) Limited ("Nameco") (as beneficial holder of Rotala Shares) (Nameco being an entity owned entirely by Peter Phillips) to vote in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting (or, if (with the consent of the Panel), RGL exercises its right to implement the Acquisition by way of a Takeover Offer, accept or procure acceptances of such Takeover Offer) in respect of 800,000 Rotala Shares representing, in aggregate, approximately 2.6 per cent. of Rotala's Ordinary Share Capital on the Latest Practicable Date and approximately 4.4 per cent. of the Rotala Shares eligible to vote at the Court Meeting. The legal title to the shares beneficially held by Nameco is held by Vidacos Nominees Limited and the shares are subject to a pledge to The Corporation of Lloyds.

· In total, RGL has received irrevocable undertakings and a letter of intent, as described above, in respect of a total of 9,999,470 Rotala Shares (representing, in aggregate, approximately 32.2 per cent. of the Ordinary Share Capital on the Latest Practicable Date) and approximately 54.8 per cent. of the Rotala Shares eligible to vote at the Court Meeting. Further details of these irrevocable undertakings, including the circumstances in which they cease to be binding, and the letter of intent are set out in Appendix III to this Announcement.

Timetable and conditions

· It is intended that the Acquisition will be implemented by way of the Scheme (although RGL reserves the right (with the consent of the Panel), to elect to implement the Acquisition by way of a Takeover Offer). The purpose of the Scheme is to provide for RGL to become the owner of the entire issued and to be issued share capital of Rotala. The Scheme will be put to Scheme Shareholders at the Court Meeting and Rotala Shareholders at the General Meeting. In order to become Effective, the Scheme must be approved by a majority in number of the Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. The approval of the Resolution(s) by the requisite majority of Rotala Shareholders at the General Meeting (to be held directly after the Court Meeting) is also required for the implementation of the Scheme together with the sanction of the Scheme by the Court.

· The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting and which will be accompanied by the Forms of Proxy, will be published as soon as practicable and, in any event, within 28 days of the date of this Announcement, unless RGL and Rotala otherwise agree, and the Panel consents, to a later date. The Scheme Document will specify the actions to be taken by Scheme Shareholders and will contain an expected timetable for the implementation of the Scheme.

· The Scheme is expected to become Effective in the first quarter of 2024, subject to the satisfaction or waiver of the Conditions set out in Appendix I to this Announcement.

Commenting on the Acquisition, Simon Dunn, Director of RGL said:

"We are excited about the opportunity for Rotala as a private company, without the regulatory and cost burdens associated with an AIM quotation, which will allow us to operate in a more agile way. We believe that the Acquisition also provides a much-needed liquidity event for Rotala Shareholders."

Commenting on the Acquisition, Graham Spooner, Deputy Chair and Senior Independent Director of Rotala, said:

"The Rotala Independent Directors are pleased to recommend RGL's offer of 63.5 pence in cash for each Rotala Share which represents a significant premium to both the Rotala Share price before commencement of the Offer Period and the Tender Offer price per share."

This summary should be read in conjunction with and is subject to the full text of this Announcement and its appendices.

The Acquisition shall be subject to the Conditions and further terms that are set out in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix II to this Announcement contains the sources of information and bases of calculations set out in this Announcement. Appendix III to this Announcement contains further details of the irrevocable undertakings and letter of intent referred to in this Announcement. Appendix IV to this Announcement contains definitions of certain terms used in this summary and in this Announcement. The appendices form part of this Announcement.

Shoosmiths LLP is acting as legal adviser to RGL. Penningtons Manches Cooper LLP is acting as legal adviser to Rotala.

The person responsible for arranging the release of this Announcement on behalf of Rotala is Kim Taylor, a director of Rotala.

IMPORTANT NOTICES:

This Announcement is for information purposes only. It does not constitute an offer or form part of any offer or an invitation to purchase, subscribe for, sell or issue any securities or a solicitation of any offer to purchase, subscribe for, sell or issue any securities pursuant to this Announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This Announcement does not comprise a prospectus or a prospectus exempted document. The Acquisition will be made solely by means of the Scheme Document and the Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how the Acquisition may be accepted.

The Scheme Document and the Forms of Proxy will be published and sent to Rotala Shareholders as soon as practicable and, in any event, within 28 days of this Announcement, other than in relation to a Restricted Jurisdiction.

Disclaimers

KPMG LLP ("KPMG"), which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to RGL and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than RGL for providing the protections afforded to clients of KPMG, nor for providing advice in relation to any matter referred to herein. Neither KPMG nor any of its affiliates, respective directors, officers, employees and agents owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of KPMG in connection with the matters referred to in this Announcement, or otherwise.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (together "Shore Capital"), which are authorised and regulated in the UK by the FCA, are acting respectively as financial adviser and broker exclusively for Rotala and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than Rotala for providing the protections afforded to clients of Shore Capital, nor for providing advice in relation to any matter referred to herein.

This Announcement is for information purposes only and is not intended to, and does not constitute, or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy (or by any other document by which the Acquisition is made), which will together contain the full terms and conditions of the Acquisition and the Scheme, including details of how to vote in respect of the Acquisition and the Scheme. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document or any document by which the Acquisition is made.

To the extent permitted by applicable law, in accordance with normal UK practice, RGL or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase Rotala Shares, other than pursuant to the Acquisition, until the date on which the Scheme becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK and will be reported to a regulatory information service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Overseas Shareholders

The availability of the Acquisition to Overseas Shareholders and the distribution of this Announcement in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Announcement comes should inform themselves of, and observe, any such restrictions. Any person (including without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. If any Overseas Shareholder remains in any doubt, it should consult an appropriate independent professional adviser in its relevant jurisdiction without delay. In particular, the ability of persons who are not resident in the United Kingdom to vote their Rotala Shares at the Court Meeting or the General Meeting or to execute and deliver Forms of Proxy appointing another to vote their Rotala Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purposes of complying with the law of England and Wales and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.

Additional Information for US Investors

The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under the law of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act of 1934 (the "US Exchange Act"). Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this Announcement and the Scheme documentation has been or will have been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with US GAAP. US GAAP differs in certain significant respects from the International Financial Reporting Standards. None of the financial information in this Announcement or the Scheme documentation has been audited in accordance with auditing standards generally accepted in the US or the auditing standards of the Public Company Accounting Oversight Board (United States). If RGL were to elect to implement the Acquisition by means of a Takeover Offer and determines to extend such Takeover Offer into the US, such Takeover Offer would be made in compliance with applicable US laws and regulations, including the US Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the United States by RGL and no one else.

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Rotala Shares pursuant to the Scheme will likely be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Rotala Shareholder is urged to consult his legal, tax and financial advisers immediately regarding the tax consequences of the Acquisition applicable to him/her, including under applicable US state and local, as well as foreign and other, tax laws.

It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws in connection with the Acquisition, since RGL and Rotala are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

In the event that the Acquisition is implemented by way of Takeover Offer, in compliance with applicable UK laws, RGL, its dealer manager (and their advisors or affiliates), or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Rotala other than pursuant to such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Neither the Acquisition nor this Announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities approved or disapproved or passed judgement upon the fairness or the merits of the Acquisition, or determined if the information contained in this Announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the United States.

Forward-Looking Statements

This Announcement (including any information that is incorporated by reference into this Announcement) contains statements about the Wider RGL Group and the Wider Rotala Group that are or may be forward-looking statements which are prospective in nature. All statements other than statements of historical facts may be forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal" or "strategy" or, words or terms of similar substance or the negative thereof. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the Wider RGL Group or the Wider Rotala Group and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the businesses of the Wider RGL Group or the Wider Rotala Group.

These forward-looking statements are not guarantees of future performance and speak only at the date of this Announcement. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Announcement. All subsequent oral or written forward-looking statements attributable to the Wider RGL Group or the Wider Rotala Group or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. RGL and Rotala disclaim any obligation to update any forward-looking or other statements contained in this Announcement, except as required by applicable law.

No Profit Forecasts or Estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Rotala or RGL for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Rotala or RGL.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Right to switch to a Takeover Offer

RGL reserves the right, with the consent of the Panel, to elect to implement the Acquisition by means of a Takeover Offer for the entire issued and to be issued share capital of Rotala and to make appropriate amendments to the terms of the Acquisition arising from the change of structure from a Scheme to a Takeover Offer.

Information Relating to Rotala Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Rotala Shareholders, persons with information rights and other relevant persons for the receipt of communications from Rotala may be provided to RGL during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website and availability of Hard Copies

Pursuant to Rule 26.1 of the Code, a copy of this Announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on Rotala's website (http://www.rotalaplc.com), by no later than 12 noon on 21 November 2023, the Business Day following this Announcement. The Panel have consented to the sole use of this website in accordance with Rule 26 of the Takeover Code.

Neither the content of this website nor the content of any other website accessible from hyperlinks on any such website is incorporated into, or forms part of, this Announcement.

Rotala Shareholders, persons with information rights and participants in the Rotala Share Scheme may request a hard copy of this Announcement (and any information incorporated by reference in this Announcement), free of charge, by contacting Neville Registrars during business hours on +44 (0)121 585 1131 or by submitting a request in writing to Neville Registrars, Neville House, Steelpark Road, Halesowen B62 8HD. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines will be open between 9:00 a.m. to 5:00 p.m., Monday to Friday excluding public holidays in England and Wales. Unless Rotala Shareholders make such a request, a hard copy of this Announcement and any such information incorporated by reference in it will not be sent to Rotala Shareholders. Rotala Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition be in hard copy form.

If Rotala Shareholders are in any doubt about the contents of this Announcement or what action they should take, they are recommended to seek their own personal financial, tax and legal advice immediately from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if they are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Time

All times shown in this Announcement are London times, unless otherwise stated.

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION; THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

RECOMMENDED ACQUISITION

of

Rotala PLC ("Rotala" or the "Company")

by

Rotala Group Limited ("RGL")

a newly incorporated entity directly owned and controlled by Simon Dunn, Robert Dunn, John Gunn, the spouses of Simon Dunn and Robert Dunn, and Wengen Pension Plan

to be effected by way of a scheme of arrangement

under Part 26 of the Companies Act 2006

1. Introduction

Further to the announcement released by Rotala on 19 September 2023 regarding a possible cash offer for the Company, the boards of RGL and Rotala are pleased to announce that they have reached agreement on the terms and conditions of a recommended acquisition under which RGL will acquire the entire issued and to be issued share capital of Rotala. It is currently intended that the Acquisition will be effected by means of a Court?sanctioned scheme of arrangement under Part 26 of the Companies Act.

2. The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out below and in Appendix I to this Announcement, and to be set out in the Scheme Document, each Rotala Scheme Shareholder will be entitled to receive:

· The Offer Price values the entire issued and to be issued share capital of Rotala at approximately £23.5 million, which represents a premium of approximately:

o 9.5 per cent. to the Closing Price of 58 pence per Rotala Share on the Latest Practicable Date prior to the date of this Announcement;

o 51.2 per cent. to the Closing Price of 42 pence per Rotala Share on 18 September 2023 (being the last Business Day prior to the commencement of the Offer Period); and

o 15.5 per cent. to the price at which the Tender Offer was undertaken by Rotala of 55 pence per Rotala Share, which closed on 16 February 2023.

Fractional entitlements of pence payable to Rotala Scheme Shareholders under the Acquisition will be rounded down to the nearest whole number of pence.

If any dividend or other distribution or return of capital is proposed, declared, made, paid or becomes payable by Rotala in respect of the Rotala Shares on or after the date of this Announcement and prior to the Scheme becoming Effective, RGL reserves the right to reduce the value of the consideration payable for each Rotala Share by up to the amount per Rotala Share of such dividend, distribution or return of capital, in which case any reference in this Announcement to the consideration payable will be deemed to be a reference to the consideration as so reduced. Any exercise by RGL of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Acquisition. In such circumstances, Rotala Shareholders will be entitled to retain any such dividend, distribution or other return of capital declared, made or paid or which becomes payable.

The Rotala Shares owned or controlled by the RGL Shareholders (which includes all Rotala Shares held by their Personal Investment Vehicles but excludes the Rotala Shares owned or controlled by the Concert Parties), being in aggregate 6,601,398 Rotala Shares, representing approximately 21.3 per cent. of the Ordinary Share Capital on the Latest Practicable Date, will not be Scheme Shares and will not be acquired by RGL pursuant to the Acquisition. These shares will be acquired by RGL pursuant to the Subscription and Rollover Agreement, pursuant to which, upon the Scheme becoming Effective, (i) the RGL Shareholders will sell 3,510,303 Rotala Shares owned or controlled by them (representing approximately 11.3 per cent. of the Ordinary Share Capital on the Latest Practicable Date) to RGL in exchange for the allotment of 1,922,894 RGL Ordinary Shares and 306,149 Preference Shares ; and (ii) each of Simon Dunn, Robert Dunn, Carol Dunn and John Gunn shall procure that their respective Personal Investment Vehicles shall sell 3,091,095 Rotala Shares held by them (representing approximately 10.0 per cent. of the Ordinary Share Capital on the Latest Practicable Date) to RGL in exchange for cash at the Offer Price. None of the RGL Shareholders or Personal Investment Vehicles will be entitled to vote in respect of the Rotala Shares owned or controlled by them at the Court Meeting but may vote in respect of such Rotala Shares at the General Meeting.

The Preference Shares to be issued in RGL will be non-voting and will only have rights on an exit event (being a trade sale, asset sale or IPO of RGL) or on a redemption (such as a refinancing). The Preference Shares shall have no right to receive dividends but a 6 per cent. coupon will be paid semi-annually, provided that RGL can do so without jeopardising any of its obligations / covenants under its facilities with HSBC. If the coupon cannot be paid, it will be accrued and paid when possible.

The Rotala Shares owned or controlled by the Concert Parties (being 6,182,822 Rotala Shares on the Latest Practicable Date and representing approximately 19.9 per cent. of the Ordinary Share Capital on the Latest Practicable Date) will be Scheme Shares and will be acquired by RGL pursuant to the Acquisition. The Court Meeting will be of the holders of Scheme Shares except for the holders of Scheme Shares owned or controlled by the Concert Parties. The Non-Voting Scheme Shares will not be voted at the Court Meeting. It is expected that:

· the Scheme Document will be published as soon as practicable and, in any event, within 28 days of the date of this Announcement (unless otherwise agreed between Rotala and RGL with the consent of the Panel);

· subject to the satisfaction or waiver of the Conditions set out in Appendix I to this Announcement, the Scheme will become Effective in the first quarter of 2024.

An expected timetable of events relating to the Acquisition will be provided in the Scheme Document.

The Acquisition is subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document and will only become Effective conditional, amongst other things, on the Scheme becoming Effective by no later than the Long-Stop Date.

3. Background to and reasons for the Acquisition

The RGL Directors believe that in order for Rotala to achieve its full potential, it would be better suited to a private company environment where management would be in a stronger position to deliver its longer-term business plan, with a simplified corporate structure, free from, inter alia, requirements to meet the UK public equity market's shorter-term expectations.

The RGL Directors believe that should Rotala remain publicly quoted on AIM, it would continue to find it difficult to attract and retain sufficient interest from institutional investors and research coverage in its activities to generate stock liquidity and a level of market rating that would make retaining its existing AIM quotation worthwhile. The Tender Offer was significantly oversubscribed and, against this backdrop, the RGL Directors believe that there is likely to be a significant desire from certain Rotala Shareholders for a liquidity event which is not currently available to all of them, at the same time and at the same price, through Rotala's AIM quotation.

The RGL Directors intend to invest in and support the growth of Rotala's established platform and continued development by acquiring bus depots around the UK. RGL also intends to maintain Rotala's continuous pursuit of operational excellence while seeking operational efficiencies. This will be within a simplified corporate structure with a reduced regulatory burden and without the numerous expenses associated with maintaining a UK public quotation.

4. Background to and reasons for the recommendation

Since its admission to AIM in March 2005, Rotala has undergone a period of significant growth and transformation. Its revenues have grown from nearly £4 million in the financial year ended 30 November 2005 to approximately £85 million in the financial year ended 30 November 2022. A key reason for Rotala's admission to trading on AIM was the belief of its board of directors that the enhanced public profile, access to capital and ability to use Rotala's shares as an acquisition currency would enable it to grow more quickly, both through organic growth and through acquisitions.

In practice, these beliefs have not been realised. Rotala has been unable to attract and retain the institutional investors which are key to the provision of new capital, for example to underpin acquisitions; it has been unable as a partial consequence to grow its share price significantly and it has been unable to create a truly liquid market in its shares. All these factors have made the shares of Rotala seemingly unattractive to institutional investors and made it impossible for Rotala to use its shares as an acquisition currency. Despite Rotala completing 20 acquisitions since its initial acquisition in August 2005, in no acquisition since then has it been able to use its shares as part of the consideration. In addition, the long-term trend in the AIM market is an important factor: the number of institutional investors prepared to look at propositions with, in AIM market terms, very small market capitalisations has declined steadily over the years while Rotala's shares have been quoted on this market and the Rotala Independent Directors do not believe that there is any evidence that this trend is going to change in the near future.

Consequently, the Rotala Independent Directors believe that Rotala's improving financial and operational performance, outlook and prospects have not been reflected in Rotala's share price since well before the onset of the COVID-19 pandemic.

The Company's share price stood at 54.5 pence at the end of December 2019, but, after the onset of the COVID-19 pandemic and the concurrent reduction in bus passenger numbers experienced by Rotala and other bus operators, the Company's share price dropped as low as 18.5 pence per share and, whilst it has recovered from those lows, it had not, prior to release of the Possible Offer Announcement, been above 50.5 pence since the start of the COVID-19 pandemic.

The Rotala Independent Directors believe that the Offer Price represents an attractive price in cash for the Rotala Scheme Shareholders, allowing Rotala Shareholders to exit at an attractive premium to the price of Rotala Shares prior to the release of the Possible Offer Announcement.

5. Recommendation of the Rotala Independent Directors

The Rotala Independent Directors, who have been so advised by Shore Capital as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Rotala Independent Directors, Shore Capital has taken into account the commercial assessments of the Rotala Independent Directors. Shore Capital is providing independent financial advice to the Rotala Independent Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Rotala Independent Directors intend to recommend unanimously that Rotala Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting (or, if (with the consent of the Panel) RGL exercises its right to implement the Acquisition by way of a Takeover Offer, accept or procure acceptances of such Takeover Offer). Each of the Rotala Independent Directors has irrevocably undertaken to vote in favour of the Scheme and the Resolution(s) (or to accept a Takeover Offer) in respect of their entire beneficial holdings of Rotala Shares, being a total of 3,215,813 Rotala Shares representing, in aggregate, approximately 10.4 per cent. of the Ordinary Share Capital and approximately 17.6 per cent. of the Rotala Shares eligible to vote at the Court Meeting. Further details of these undertakings, including the circumstances in which they cease to be binding, are set out in Appendix III to this announcement.

6. Information on RGL

RGL is a private company incorporated in England and Wales with limited liability on 26 July 2023 under the registered number 15030861. RGL has been established by Simon Dunn, Robert Dunn and John Gunn specifically for the purposes of the Acquisition.

Following completion of the Acquisition, RGL will be controlled by the RGL Directors together with the spouses of Simon Dunn and Robert Dunn, and Wengen, who are joint offerors with respect to the Acquisition.

The RGL Directors will hold the following positions within RGL and Rotala:

· Simon Dunn, Director of RGL. Simon will also retain his role as Chief Executive of Rotala post-Acquisition. Simon has operational responsibility for Rotala and its group. He has been employed in the transport industry for over 30 years;

· Robert Dunn, Director of RGL. Robert will also retain his role as Managing Director - North West of Rotala post-Acquisition. Robert has over 50 years' experience in the transport industry, in both private and AIM-traded businesses. Robert founded and became Chief Executive of Dunn-Line plc, which was AIM-quoted until its sale to Veolia in 2006; and

· John Gunn, Chairman of RGL. John will also retain his role as Non-Executive Chairman of Rotala post-Acquisition. John is an experienced director, and was formerly chief executive officer of Exco International plc, and chairman of Telerate, Inc. and British & Commonwealth Holdings plc.

RGL share capital

The issued share capital of RGL as at the date of this Announcement comprises 1,365,826 RGL Ordinary Shares which are held as follows:

The intended issued share capital of RGL as at the Effective Date will comprise 3,288,720 RGL Ordinary Shares and 899,675 Preference Shares, to be held as follows:

In addition, pursuant to the terms of the Subscription and Rollover Agreement:

· Subject to, and upon receiving (or becoming entitled to receive), the consideration due to them from RGL following the exercise of the options held by each of them pursuant to the Rotala Share Scheme and sale of the underlying shares, each of Simon Dunn and Robert Dunn have undertaken to apply for the allotment of 27,425 Preference Shares and 133,590 Preference Shares (respectively), such shares to be issued fully paid within 21 days following the Effective Date;

· Simon Dunn has undertaken to settle the subscription price for the 380,989 partly paid RGL Ordinary Shares within 21 days of the Effective Date; and

· John Gunn has undertaken to subscribe for an additional 250,000 Preference Shares within one month of completion of the administration of the estate of Renate Gunn.

RGL has not traded since its incorporation, nor has it entered into any obligations other than the RGL Shareholders' Agreement, the Monetgrange SPA, the Monetgrange Subscription Agreement, the Subscription and Rollover Agreement, the RGL Directors' Loan Agreements, the Facility Agreement and other than in connection with implementation of the Acquisition (and each as outlined further at paragraph 13 below). Further details on RGL will be contained in the Scheme Document.

As RGL was incorporated on 26 July 2023, no financial information is available or has been published in respect of RGL and there are no current ratings or outlooks publicly accorded to RGL by ratings agencies.

RGL Shareholders' Agreement

On 16 November 2023, the RGL Shareholders and RGL entered into a shareholders' agreement (the "RGL Shareholders' Agreement").

The RGL Shareholders' Agreement governs the terms of each shareholder's shareholding and provides that decisions in respect of certain customary matters require the approval of holders of not less than 75 per cent. by nominal value of the RGL Ordinary Shares.

7. Information on Rotala

Rotala was incorporated in England and Wales on 21 January 2005 as a public company limited by shares with the name Rotala PLC and with registered number 05338907 and admitted to trading on AIM as a cash shell on 29 March 2005. On 30 August 2005 Rotala acquired inter alia Flights Hallmark Limited and Flight Corporate Transfers Limited by way of a reverse takeover pursuant to the AIM Rules and its shares were re-admitted to trading on AIM.

Rotala provides a range of transport solutions for businesses, local authorities, the public and private individuals. Rotala has grown through acquisitions and amalgamation of local coach and bus operations and is now one of the largest operators in its chosen geographical locations, being the West Midlands and Worcestershire, the East Midlands, the North West and the London areas.

Rotala has the following subsidiaries:

· Diamond Bus (East Midlands) Limited;

· Diamond Bus Limited;

· Diamond Bus Company Holding Limited (intermediate holding company only);

· Diamond Bus (North West) Limited;

· Hallmark Connections Limited;

· Preston Bus Limited;

· Shady Lane Property Limited (dormant);

· Hallbridge Way Property Limited;

· Rotala Shared Services Limited; and

· Flights Hallmark Limited (dormant).

8. Rotala current trading and outlook

The Company continues to trade in line with its budget for FY23. In late September 2023, the Company transferred its commercial bus operations based at the Bolton depot to the incoming franchise operator, and at the same time commenced operating seven new small franchises in Greater Manchester which it was awarded in the first franchise bidding round. The Company has been successful in the second round of franchise bidding in Greater Manchester, winning another small franchise, this time in the Oldham area. This franchise will commence in March 2024 and is a five-year contract with annual revenues of approximately £1.5 million. Seven new buses have been ordered to operate these services at a cost of £1.4 million.

Elsewhere, the Company continues to work closely with its local authority partners in evaluating changes to the bus market, aligning services with current passenger loadings and likely future requirements. The Company is working particularly closely with those local authorities with approved Bus Service Improvement Plans. These authorities are now able to use those plans to support bus services in the short term with a view to creating sustainable long term commercial services.

9. Intentions with respect to the business, management, employees, pensions and locations of business

RGL believes that Rotala represents an attractive investment opportunity which can deliver meaningful growth and attain a strong market position with appropriate funding and support. The RGL Directors' long-standing experience in the business means that they are well placed to understand the complexities of the business and to be able to deliver future development. Over the longer term, the RGL Directors believe that RGL's financial support will provide financial stability to Rotala and enhanced operational capabilities, allowing it to better service its existing strategy.

Management, employees and employment rights

The RGL Directors recognise the significant skills and operating experience of Rotala's management and employees and expect that they will play an important role in the future development of Rotala. The RGL Directors intend to support Rotala to continue to execute and refine their existing medium term business plan and strategy for the development of the Wider Rotala Group.

The non-executive Rotala Directors, being Graham Peacock and Graham Spooner, have agreed to resign with effect from completion of the Acquisition or, if later, on the date when admission of the Rotala Shares to trading on AIM is cancelled. They will each receive remuneration in line with the termination provisions of their letters of appointment by way of compensation.

The operations of the business involve submitting and operating regular tenders for local government services and purely commercial opportunities in the deregulated bus markets which exist outside of Greater London and Greater Manchester. The loss or expiration of tenders and contracts and the entering into of new commercial opportunities can therefore impact the number of employees in the Rotala Group, the number of vehicles required, and the number and location of depots which the business retains.

Beyond this, RGL has no intention of making any material changes to the operations of the business, nor any material change in the balance of skills and functions of employees and management in the Rotala Group other than as a consequence of the day-to-day operations which may arise as highlighted above.

Management incentivisation

RGL has not entered into, nor is it in discussions on any proposals to enter into, any form of incentivisation arrangements with any members of Rotala management who are interested in Rotala Shares and has no plans so to do, beyond current contractual entitlements. No proposals have been made on the terms of any incentive arrangements for relevant management.

Existing rights and pensions

RGL has given assurances to the Rotala Independent Directors that, following completion of the Acquisition, the existing contractual and statutory employment rights and terms and conditions of employment, including any employer contributions to company pension schemes as applicable, of the management and employees of the Wider Rotala Group will be fully safeguarded. RGL does not intend to make any changes with regards to the Wider Rotala Group's existing pension schemes, the accrual of benefits for existing members and the admission of new members to such schemes. Accordingly, the RGL Directors believe that the prospects of the employees of Rotala will not be adversely affected by the implementation of the Acquisition.

Research and development functions

There is no research and development function in Rotala.

Headquarters, fixed assets and places of business

Upon completion of the Acquisition, other than as set out below, RGL does not intend to make any restructurings or changes in location of Rotala's headquarters and headquarter functions, operations and places of business and its existing material fixed assets. As previously announced in its interim results for the six months ended 31 May 2023, which were released on 28 July 2023, Rotala sold its Bolton bus depot, with all its associated fixtures, fittings, plant and machinery to the Greater Manchester Combined Authority. This sale completed on 7 July 2023. In addition, on 24 September 2023, the sale by Rotala of 134 vehicles, being the majority of its buses based at the Bolton depot to Go North West Limited was also completed.

Following completion of the Acquisition, the RGL Directors expect to undertake a sale and leaseback of Rotala's Silverwell Street, Bolton offices to Simon Dunn's pension scheme, in order to reduce the debt levels within RGL.

Listing and trading facilities

Rotala Shares are currently admitted to trading on AIM. As set out in paragraph 16 below, it is RGL's intention to seek the cancellation of the admission to trading of Rotala Shares on AIM to take effect shortly after completion of the Acquisition.

Other

In accordance with Rule 2.11 of the Takeover Code, Rotala will make a copy of this Announcement available to its employees and will inform its employees of the rights of employee representatives (if any) under Rule 25.9 of the Takeover Code to require that a separate opinion of any employee representatives on the effects of the Acquisition on employment be appended to the Scheme Document.

Other than as described in this Announcement, RGL does not expect the Acquisition to impact on it.

No statements in this paragraph 9 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

10. Rotala Share Scheme

Participants in the Rotala Share Scheme will be contacted regarding the effect of the Acquisition on their rights under the scheme and appropriate proposals which reflect their rights under the Rotala Share Scheme will be made to them in due course. Details of the proposals will be set out in separate letters to be sent to any participants in the Rotala Share Scheme.

Details of the impact of the Scheme on the Rotala Share Scheme will be set out in the Scheme Document.

11. Irrevocable undertakings and letter of intent

In addition to the irrevocable undertakings received from the Rotala Independent Directors referred to in paragraph 5 above, RGL has received irrevocable undertakings from each of Nigel Wray, Susan Tobbell, Peter Phillips, David Poutney and Vivienne Poutney to vote in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting, in respect of a total of 5,983,657 Rotala Shares, representing approximately 19.3 per cent. of the Ordinary Share Capital) and approximately 32.8 per cent. of the Rotala Shares eligible to vote at the Court Meeting.

RGL has also received a non-binding letter of intent from Nameco (an entity owned entirely by Peter Phillips) to vote in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting (or, if (with the consent of the Panel), RGL exercises its right to implement the Acquisition by way of a Takeover Offer, accept or procure acceptances of such Takeover Offer) in respect of 800,000 Rotala Shares representing, in aggregate, approximately 2.6 per cent. of the Ordinary Share Capital on the Latest Practicable Date and approximately 4.4 per cent. of the Rotala Shares eligible to vote at the Court Meeting. The legal title to the shares beneficially held by Nameco is held by Vidacos Nominees Limited and the shares are subject to a pledge to The Corporation of Lloyds.

Accordingly, RGL has received irrevocable undertakings and a letter of intent in respect of a total of 9,999,470 Rotala Shares, representing, in aggregate, approximately 32.2 per cent. of the Ordinary Share Capital on the Latest Practicable Date and approximately 54.8 per cent. of the Rotala Shares eligible to vote at the Court Meeting.

Further details of these irrevocable undertakings, including the circumstances in which they cease to be binding, and the letter of intent are set out in Appendix III to this Announcement.

12. Financing

The cash consideration payable by RGL under the terms of the Acquisition will be funded through debt financing.

RGL has entered into the Facility Agreement with HSBC for an aggregate amount of £22,100,000.

KPMG is satisfied that sufficient financial resources are available to RGL to satisfy in full the cash consideration payable to Scheme Shareholders under the terms of the Acquisition.

13. RGL structuring arrangements

Monetgrange SPA

Monetgrange Limited ("Monetgrange") is a private property investment company formerly owned and controlled by Robert Dunn and Carol Dunn.

On 16 November 2023, RGL entered into a share purchase agreement with Robert Dunn and Carol Dunn, pursuant to which (i) Robert Dunn exchanged 41,561 ordinary shares of £1.00 each in the capital of Monetgrange ("Monetgrange Shares") in consideration for the allotment of 409,310 RGL Ordinary Shares, and (ii) Carol Dunn exchanged 58,439 Monetgrange Shares in consideration for the allotment of 575,526 RGL Ordinary Shares.

Monetgrange Subscription Agreement

On 16 November 2023, RGL, Robert Dunn and Monetgrange entered into a subscription agreement, pursuant to which it was agreed that prior to the Acquisition becoming Effective:

· Robert Dunn will apply for the allotment and issue of 243,527 Preference Shares to him, such shares to be issued and credited as fully paid at an aggregate subscription price of £243,527;

· in exchange for the allotment and issue of the Preference Shares:

o  Robert Dunn will assign the benefit of a director's loan agreement dated 16 November 2023 made between (1) Robert Dunn, and (2) Monetgrange to RGL; and

o  Robert Dunn will release Monetgrange from any and all obligations it may have to him in relation to the balance of the director's loan agreement (being £243,527).

RGL Directors' Loan Agreements

On 16 November 2023, RGL entered into unsecured directors' loan agreements with each of the below directors with loans in the principal amounts as indicated (the "RGL Directors' Loan Agreements"):

· Simon Dunn - £64,999;

· Robert Dunn - £35,000; and

· John Gunn - £250,000.

It is intended that the balance outstanding on the RGL Directors' Loan Agreements will be capitalised into Preference Shares pursuant to the terms of the Subscription and Rollover Agreement.

Subscription and Rollover Agreement

On 16 November 2023, RGL and the RGL Shareholders entered into a subscription and rollover agreement (the "Subscription and Rollover Agreement"). Pursuant to the Subscription and Rollover Agreement it was agreed that:

· On the date the Subscription and Rollover Agreement is entered into:

o  Simon Dunn shall apply for the allotment of 380,989 RGL Ordinary Shares, such shares to be issued to him by RGL partly paid (the "SD Partly Paid Shares").

· Following this Announcement but prior to the Effective Date:

o  Karen Dunn will gift 81,580 Rotala Shares to Simon Dunn; and

o  Robert Dunn and Carol Dunn (acting as joint shareholders) will gift 239,286 Rotala Shares to Robert Dunn.

(together, the "Rollover Conditions").

· Rollover and acquisition of Rotala Shares (the "Rollover"):

Subject to the satisfaction of the Rollover Conditions, and the Acquisition becoming Effective, the following steps shall occur:

o  Simon Dunn, Karen Dunn, Robert Dunn, John Gunn and Wengen will transfer 3,510,303 Rotala Shares to RGL in exchange for the allotment of 1,922,894 RGL Ordinary Shares and 306,149 Preference Shares pursuant to a roll-over mechanism;

o  each of (i) Simon Dunn, (ii) Robert Dunn, (iii) Carol Dunn, and (iv) John Gunn will procure that the Personal Investment Vehicles, which together hold 3,091,095 Rotala Shares for and on behalf of each of them, will sell 3,091,095 Rotala Shares to RGL in exchange for cash calculated at the Offer Price;

The RGL Ordinary Shares and Preference Shares to be issued pursuant to the Rollover shall be issued on the Effective Date.

· Following the Rollover, the following steps shall occur:

o  Capitalisation of RGL Directors' Loans

§ Simon Dunn will apply for the allotment of 64,999 Preference Shares;

§ Robert Dunn will apply for the allotment of 35,000 Preference Shares; and

§ John Gunn will apply for the allotment of 250,000 Preference Shares,

in each case, such Preference Shares to be issued to the relevant applicant following this Announcement but prior to the Effective Date by RGL fully paid.

Each of the applicants and RGL agree that the aggregate subscription price for the Preference Shares shall be satisfied by the release of RGL's liability to each of the relevant applicants in respect of outstanding RGL Directors' Loan Agreements.

o  Subscription for additional Preference Shares

Subject to, and upon, receiving (or becoming entitled to receive) the consideration due to them pursuant to the Rotala Share Scheme, Simon Dunn has undertaken to apply for the allotment of 27,425 Preference Shares, and Robert Dunn has undertaken to apply for the allotment of 133,590 Preference Shares.

In each case, Simon Dunn and Robert Dunn have undertaken to utilise part of the consideration received by them pursuant to the Rotala Share Scheme to settle the subscription price for the relevant Preference Shares.

o  Settlement of SD Partly Paid shares:

Simon Dunn has undertaken to utilise part of the consideration received by him pursuant to the Rotala Share Scheme to pay the outstanding balance on the SD Partly Paid Shares within 21 days of the Effective Date.

o  Additional John Gunn Preference Shares

John Gunn has undertaken to apply for the allotment of 250,000 Preference Shares within one month following the completion of the administration of the estate of Renate Gunn.

14. Structure of the Acquisition

The Scheme

It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement between Rotala and the Rotala Scheme Shareholders under Part 26 of the Companies Act, although RGL reserves the right to elect to implement the Acquisition by means of a Takeover Offer with the consent of the Panel.

The purpose of the Scheme is for RGL to become the holder of the entire issued and to be issued share capital of Rotala. Following the Scheme becoming Effective, the Scheme Shares will be transferred to RGL, in consideration for which Rotala Scheme Shareholders whose names appear on the register of members of Rotala at the Scheme Record Time will receive 63.5 pence in cash.

The Rotala Shares owned or controlled by the RGL Shareholders (which includes all Rotala Shares held by their Personal Investment Vehicles but excludes the Rotala Shares owned or controlled by the Concert Parties) (being 6,601,398 Rotala Shares as at the Latest Practicable Date) will not be Scheme Shares and will not be acquired by RGL pursuant to the Acquisition. These shares will be acquired by RGL pursuant to the Subscription and Rollover Agreement, pursuant to which, upon the Scheme becoming Effective, (i) the RGL Shareholders will sell 3,510,303 Rotala Shares owned or controlled by them (representing approximately 11.3 per cent. of the Ordinary Share Capital on the Latest Practicable Date) to RGL in exchange for the allotment of 1,922,894 RGL Ordinary Shares and 306,149 Preference Shares each in the capital of RGL; and (ii) each of Simon Dunn, Robert Dunn, Carol Dunn and John Gunn shall procure that their respective Personal Investment Vehicles shall sell 3,091,095 Rotala Shares held by them (representing approximately 10.0 per cent. of the Ordinary Share Capital on the Latest Practicable Date) to RGL in exchange for cash at the same price per Rotala Share as the Offer Price. Neither the RGL Shareholders nor the Personal Investment Vehicles will be permitted to vote in respect of the Rotala Shares owned or controlled by them at the Court Meeting, but will be permitted to vote in respect of such Rotala Shares at the General Meeting.

The Rotala Shares owned or controlled by the Concert Parties (being 6,182,822 Rotala Shares on the Latest Practicable Date and representing approximately 19.9 per cent. of the Ordinary Share Capital on the Latest Practicable Date) will be Scheme Shares and will be acquired by RGL pursuant to the Acquisition. The Court Meeting will be of the holders of Scheme Shares except for the holders of Scheme Shares owned or controlled by the Concert Parties. The Non-Voting Scheme Shares will not be voted at the Court Meeting.

Conditions

Implementation of the Scheme will be subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document. The Acquisition is conditional upon the Scheme becoming Effective, subject to the Takeover Code, on or before the Long-Stop Date or such later date (if any) as RGL and Rotala may agree and the Panel and the Court may allow. In summary, the Acquisition will be conditional, amongst other things, upon:

· the approval of the Scheme by a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting (or any adjournment thereof), representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders and such Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date (if any) as RGL and Rotala may agree and, if required, the Court and the Panel may allow);

· the resolution(s) required to approve and implement the Scheme, as set out in the notice of the General Meeting (including, without limitation, the Resolution(s), being duly passed by the requisite majorities of Rotala Shareholders at the General Meeting (or at any adjournment thereof) and such General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date (if any) as RGL and Rotala may agree and, if required, the Court and the Panel may allow);

· the sanction of the Scheme by the Court (without modification or with modification on terms acceptable to RGL and Rotala) and the delivery of a copy of the Court Order to the Registrar of Companies and the Court Hearing being held on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document (or such later date (if any) as RGL and Rotala may agree and, if required, the Court and the Panel may allow); and

· the other conditions not otherwise identified above (but set out in the Scheme Document) either being satisfied or, with the exception of certain conditions which are not capable of waiver, waived.

The deadlines for the timing of the Court Meeting, the General Meeting and the Court Hearing to sanction the Scheme as set out above may be waived by RGL, and the Long-Stop Date may be extended by agreement between Rotala and RGL (with the Panel's consent and, if required, the Court's approval).

Once the necessary approvals from Rotala Shareholders and the Court have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme shall then become Effective upon delivery of the Court Order to the Registrar of Companies.

As a result of their interest in the Acquisition and/or their relationships with RGL, the RGL Directors and their Personal Investment Vehicles will not be entitled to vote (and the Non-Voting Scheme Shares will not be voted) at the Court Meeting to consider and if thought fit approve the Scheme. Their relevant holdings of Rotala Shares (including the Non-Voting Scheme Shares) (comprising approximately 41.2 per cent. of the Ordinary Share Capital on the Latest Practicable Date) will not count towards the majorities required to approve the Scheme. Each is however entitled to vote at the General Meeting.

In order that the Court can be satisfied that the votes cast constitute a fair representation of the views of Rotala Shareholders, it is important that as many votes as possible are cast in person or by proxy at the Court Meeting.

It is expected that the Scheme Document will be dispatched to Rotala Shareholders within 28 days of this Announcement (unless otherwise agreed between Rotala and RGL with the consent of the Panel). Subject to the satisfaction or waiver of the Conditions set out in Appendix I to this Announcement, it is expected that the Scheme will become Effective in the first quarter of 2024.

If the Scheme is not Effective by the Long-Stop Date (or such later date (if any) as Rotala and RGL may, with the consent of the Panel, agree and (if required) the Court may allow), the Scheme will not be implemented and the Acquisition will not proceed.

Upon the Scheme becoming Effective: (i) it shall be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Rotala Shares will cease to be valid and entitlements to Rotala Shares held within the CREST system will be cancelled. The consideration for the transfer of Scheme Shares to RGL will be despatched to Rotala Scheme Shareholders no later than 14 days after the Effective Date.

Any Rotala Shares (other than Excluded Shares) issued before the Scheme Record Time will be subject to the terms of the Scheme. The Resolution(s) to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Rotala Shares issued after the Scheme Record Time (other than to RGL and/or its nominees) to be automatically transferred to RGL on the same terms as the Acquisition (other than terms as to timing and formalities). The provisions of the Articles (as amended) will avoid any person (other than RGL and its nominees) holding shares in the capital of Rotala after the Effective Date.

The Scheme Document will include further details of the Scheme, together with notices of the Court Meeting and the General Meeting. The Scheme will be governed by English law and will be subject to the jurisdiction of the Courts of England and Wales. The Scheme will also be subject to the applicable requirements of the Takeover Code, the Panel, the AIM Rules, the London Stock Exchange and the FCA.

Right to switch to a Takeover Offer

RGL reserves the right, with the consent of the Panel, to elect to implement the Acquisition by means of a Takeover Offer for the entire issued and to be issued share capital of Rotala and to make appropriate amendments to the terms of the Acquisition arising from the change of structure from a Scheme to a Takeover Offer. In such event, the Acquisition will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme (subject to appropriate amendments) including an acceptance condition set at 90 per cent. of the Rotala Shares to which such Takeover Offer relates (or such lesser percentage as RGL may decide after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent. of the Rotala Shares to which such Takeover Offer relates).

If the Acquisition is effected by way of a Takeover Offer and such Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, RGL intends to: (i) make a request to the London Stock Exchange to cancel the admission to trading of the Rotala Shares on AIM; and (ii) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Rotala Shares in respect of which the Takeover Offer has not been accepted.

15. Disclosure of interests in Rotala

The RGL Shareholders and their Personal Investment Vehicles have a total shareholding (indirectly and directly) of 6,601,398 Rotala Shares. It is intended that the Rotala Shares owned and controlled by the RGL Shareholders (including those Rotala Shares held by their Personal Investment Vehicles) will be acquired by RGL pursuant to the terms of the Subscription and Rollover Agreement with effect from the Acquisition becoming Effective.

As at the date of this Announcement, the interests of the RGL Directors and persons acting, or deemed to be acting in concert with them for the purposes of the Acquisition in Rotala Shares are as follows:

In addition, the following RGL Directors and their Concert Parties hold the following interests in the Rotala Share Scheme:

Other than as disclosed above, as at the Latest Practicable Date, none of RGL or any RGL Directors or, so far as RGL is aware, any person acting, or deemed to be acting, in concert with RGL for the purposes of the Acquisition:

· had an interest in, or right to subscribe for, relevant securities of Rotala;

· had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of Rotala; or

· had borrowed or lent any Rotala Shares.

Furthermore, save for the irrevocable undertakings and letter of intent described in paragraph 11 above, and the Subscription and Rollover Agreement, no arrangement exists between RGL or Rotala or a person acting in concert with RGL or Rotala in relation to Rotala Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Rotala Shares which may be an inducement to deal or refrain from dealing in such securities.

16. Cancellation of admission to trading on AIM and re-registration

Prior to the Scheme becoming Effective, it is intended that an application will be made to the London Stock Exchange for the cancellation of the admission to trading of the Rotala Shares on AIM, such cancellation to be conditional on the Scheme becoming Effective, and to take effect on and from or shortly after the Effective Date. The last day of dealings in Rotala Shares is expected to be the Business Day prior to the Effective Date.

On the Effective Date, share certificates in respect of Rotala Shares will cease to be valid and entitlements to Rotala Shares held within the CREST system will be cancelled or transferred. It is also proposed that, as soon as reasonably practicable following the Effective Date, Rotala will be re-registered as a private limited company.

17. Overseas Shareholders

The ability of Overseas Shareholders to participate in the Acquisition and the distribution of this Announcement in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Announcement comes should inform themselves of, and observe, any such restrictions. Any person (including without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document, the Forms of Proxy or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. If any Overseas Shareholder remains in any doubt in relation to these matters, it should consult an appropriate independent professional adviser in its relevant jurisdiction without delay. In particular, the ability of persons who are not resident in the United Kingdom to vote their Rotala Shares at the Court Meeting or the General Meeting or to execute and deliver Forms of Proxy appointing another to vote their Rotala Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

18. Documents published on website

Copies of the following documents will be made available on Rotala's website at https://www.rotalaplc.com by no later than 12 noon on 21 November 2023 (being the Business Day following the date of this Announcement) until the end of the Offer Period:

· this Announcement;

· the irrevocable undertakings and letter of intent referred to in paragraph 11 above;

· the Facility Agreement;

· the Subscription and Rollover Agreement referred to in paragraph 13 above;

· the Monetgrange Subscription Agreement referred to in paragraph 13 above;

· the Monetgrange SPA referred to in paragraph 13 above;

· the RGL Directors' Loan Agreements referred to in paragraph 13 above; and

· the written consents of KPMG and Shore Capital referred to in paragraph 19 below.

Neither the contents of Rotala's website, nor the content of any other website accessible from hyperlinks on such website, is incorporated into or forms part of, this Announcement. The Panel have consented to the sole use of this website in accordance with Rule 26 of the Takeover Code.

19. General

KPMG and Shore Capital have each given and not withdrawn their written consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.

KPMG is acting as financial adviser to RGL and Shoosmiths LLP is acting as legal adviser to RGL.

Shore Capital is acting as financial adviser and corporate broker to Rotala. Penningtons Manches Cooper LLP is acting as legal adviser to Rotala.

The terms and conditions contained in this Announcement are set out in Appendix I to this Announcement. The sources of certain financial information and bases of calculation contained in this Announcement are set out in Appendix II to this Announcement. Certain terms and expressions used in this Announcement are defined in Appendix IV to this Announcement.

IMPORTANT NOTICES:

This Announcement is for information purposes only. It does not constitute an offer or form part of any offer or an invitation to purchase, subscribe for, sell or issue any securities or a solicitation of any offer to purchase, subscribe for, sell or issue any securities pursuant to this Announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This Announcement does not comprise a prospectus or a prospectus exempted document. The Acquisition will be made solely by means of the Scheme Document and the Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how the Acquisition may be accepted.

The Scheme Document and the Forms of Proxy will be published and sent to Rotala Shareholders as soon as practicable and, in any event, within 28 days of this Announcement, other than in relation to a Restricted Jurisdiction.

Disclaimers

KPMG, which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to RGL and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than RGL for providing the protections afforded to clients of KPMG, nor for providing advice in relation to any matter referred to herein. Neither KPMG nor any of its affiliates, respective directors, officers, employees and agents owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of KPMG in connection with the matters referred to in this Announcement, or otherwise.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (together "Shore Capital"), which are authorised and regulated in the UK by the FCA, are acting respectively as financial adviser and broker exclusively for Rotala and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than Rotala for providing the protections afforded to clients of Shore Capital, nor for providing advice in relation to any matter referred to herein.This Announcement is for information purposes only and is not intended to, and does not constitute, or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy (or by any other document by which the Acquisition is made), which will together contain the full terms and conditions of the Acquisition and the Scheme, including details of how to vote in respect of the Acquisition and the Scheme. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document or any document by which the Acquisition is made.

To the extent permitted by applicable law, in accordance with normal UK practice, RGL or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase Rotala Shares, other than pursuant to the Acquisition, until the date on which the Scheme (or Takeover Offer, if applicable) becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK and will be reported to a regulatory information service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Overseas Shareholders

The availability of the Acquisition to Overseas Shareholders and the distribution of this Announcement in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Announcement comes should inform themselves of, and observe, any such restrictions. Any person (including without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. If any Overseas Shareholder remains in any doubt, it should consult an appropriate independent professional adviser in its relevant jurisdiction without delay. In particular, the ability of persons who are not resident in the United Kingdom to vote their Rotala Shares at the Court Meeting or the General Meeting or to execute and deliver Forms of Proxy appointing another to vote their Rotala Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purposes of complying with the law of England and Wales and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.

Additional Information for US Investors

The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under the law of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act of 1934 (the "US Exchange Act"). Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this Announcement and the Scheme documentation has been or will have been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with US GAAP. US GAAP differs in certain significant respects from the International Financial Reporting Standards. None of the financial information in this Announcement or the Scheme documentation has been audited in accordance with auditing standards generally accepted in the US or the auditing standards of the Public Company Accounting Oversight Board (United States). If RGL were to elect to implement the Acquisition by means of a Takeover Offer and determines to extend such Takeover Offer into the US, such Takeover Offer would be made in compliance with applicable US laws and regulations, including the US Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the United States by RGL and no one else.

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Rotala Shares pursuant to the Scheme will likely be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Rotala Shareholder is urged to consult his independent legal, tax and financial advisers immediately regarding the tax consequences of the Acquisition applicable to him/her, including under applicable US state and local, as well as foreign and other, tax laws.

It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws in connection with the Acquisition, since RGL and Rotala are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

In the event that the Acquisition is implemented by way of a Takeover Offer, in compliance with applicable UK laws, RGL, its dealer manager (and their advisors or affiliates), or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Rotala other than pursuant to such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Neither the Acquisition nor this Announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities approved or disapproved or passed judgement upon the fairness or the merits of the Acquisition, or determined if the information contained in this Announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the United States.

Forward-Looking Statements

This Announcement (including any information that is incorporated by reference into this Announcement) contains statements about the Wider RGL Group and the Wider Rotala Group that are or may be forward-looking statements which are prospective in nature. All statements other than statements of historical facts may be forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal" or "strategy" or, words or terms of similar substance or the negative thereof. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the Wider RGL Group or the Wider Rotala Group and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the businesses of the Wider RGL Group or the Wider Rotala Group.

These forward-looking statements are not guarantees of future performance and speak only at the date of this Announcement. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Announcement. All subsequent oral or written forward-looking statements attributable to the Wider RGL Group or the Wider Rotala Group or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. RGL and Rotala disclaim any obligation to update any forward-looking or other statements contained in this Announcement, except as required by applicable law.

No Profit Forecasts or Estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Rotala or RGL for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Rotala or RGL.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. Or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. Or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Right to switch to a Takeover Offer

RGL reserves the right, with the consent of the Panel, to elect to implement the Acquisition by means of a Takeover Offer for the entire issued and to be issued share capital of Rotala and to make appropriate amendments to the terms of the Acquisition arising from the change of structure from a Scheme to a Takeover Offer.

Information Relating to Rotala Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Rotala Shareholders, persons with information rights, participants in the Rotala Share Scheme and other relevant persons for the receipt of communications from Rotala may be provided to RGL during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website and availability of Hard Copies

Pursuant to Rule 26.1 of the Code, a copy of this Announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on Rotala's website (https://www.rotalaplc.com), by no later than 12 noon on 21 November 2023, the Business Day following this Announcement. The Panel have consented to the sole use of this website in accordance with Rule 26 of the Takeover Code.

Neither the content of this website nor the content of any other website accessible from hyperlinks on any such website is incorporated into, or forms part of, this Announcement.

Rotala Shareholders may request a hard copy of this Announcement (and any information incorporated by reference in this Announcement), free of charge, by contacting Neville Registrars during business hours on +44 (0)121 585 1131 or by submitting a request in writing to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines will be open between 9:00 a.m. to 5:00 p.m., Monday to Friday excluding public holidays in England and Wales. Unless Rotala Shareholders make such a request, a hard copy of this Announcement and any such information incorporated by reference in it will not be sent to Rotala Shareholders. Rotala Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition be in hard copy form.

If Rotala Shareholders are in any doubt about the contents of this Announcement or what action they should take, they are recommended to seek their own personal financial, tax and legal advice immediately from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if they are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Time

All times shown in this Announcement are London times, unless otherwise stated.

APPENDIX ICONDITIONS AND FURTHER TERMS OF THE ACQUISITION AND THE SCHEME

Part A: Conditions of the Acquisition and the Scheme

1. The Acquisition will be conditional upon the Scheme becoming unconditional and Effective, subject to the Takeover Code, on or before the Long-Stop Date.

2. The Scheme will be subject to the following conditions:

2.1 the approval of the Scheme by a majority in number of the Scheme Shareholders at the Voting Record Time present and voting (and entitled to vote), in person or by proxy, at the Court Meeting and at any separate class meeting which the Court may require (or, in either case, any adjournment thereof) representing not less than 75 per cent. in value of the Scheme Shares held by those Scheme Shareholders and such Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date (if any) as may be agreed by RGL and Rotala and, if required, the Court and the Panel may allow);

2.2 the passing of resolution(s) required to approve and implement the Scheme being duly passed by Rotala Shareholders by the requisite majority or majorities at the General Meeting (or any adjournment thereof) and such General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date (if any) as may be agreed by RGL and Rotala and, if required, the Court and the Panel may allow);

2.3 the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Rotala and RGL at the Court Hearing) and such Court Hearing being held on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document in due course (or such later date (if any) as may be agreed between RGL and Rotala and, if required, the Court and the Panel may allow); and

2.4 delivery of a copy of the Court Order to the Registrar of Companies.

3. In addition, subject as stated in Part B below and to the requirements of the Panel, the Acquisition will be conditional upon the following Conditions and, accordingly, the Court Order will not be delivered to the Registrar of Companies unless such Conditions (as amended if appropriate) have been satisfied (where capable of satisfaction) or, where relevant, waived:

Notifications, waiting periods and authorisations

3.1 all notifications, filings or applications in connection with the Acquisition which are necessary having been made and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all applicable statutory and regulatory obligations in any jurisdiction having been complied with in respect of the Acquisition or the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Rotala or any other member of the Wider Rotala Group by any member of the Wider RGL Group, in each case where the direct consequence of the absence of such notification, filing or application would have a material adverse effect on the Wider Rotala Group or the Wider RGL Group in each case taken as a whole, and all Authorisations necessary in respect thereof having been obtained in terms and in a form reasonably satisfactory to RGL from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Rotala Group or the Wider RGL Group has entered into contractual arrangements and all such Authorisations necessary to carry on the business of any member of the Wider Rotala Group in any jurisdiction which are material in the context of the Wider Rotala Group or the Wider RGL Group taken as a whole having been obtained and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes Effective and there being no notice of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations, in each case to an extent or in a manner which is material in the context of the Acquisition;

Regulatory

3.2 no Third Party having given notice in writing of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

3.2.1 require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider RGL Group or by any member of the Wider Rotala Group of all or any material part of their respective businesses, assets or property or impose any material limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);

3.2.2 except pursuant to Chapter 3 of Part 28 of the Companies Act and other than in connection with the implementation of the Acquisition, require any member of the Wider RGL Group or the Wider Rotala Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Rotala Group or any asset owned by any third party;

3.2.3 impose any material limitation on, or result in a material delay in, the ability of any member of the Wider RGL Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or loans or securities convertible into shares or other securities in the Wider Rotala Group or on the ability of any member of the Wider Rotala Group or any member of the Wider RGL Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Rotala Group (in any case to an extent or in a manner which is material in the context of the Wider RGL Group or the Wider Rotala Group taken as a whole or material in the context of the Acquisition);

3.2.4 otherwise adversely affect any or all of the business, assets, liabilities, profits or prospects of any member of the Wider Rotala Group to an extent which is material to the Wider Rotala Group taken as a whole or material in the context of the Acquisition;

3.2.5 result in any member of the Wider Rotala Group ceasing to be able to carry on business under any name under which it presently carries on business (the consequences of which are material in the context of the Wider Rotala Group taken as a whole);

3.2.6 require any member of the Wider Rotala Group to relinquish, terminate or amend in any material and adverse way any material contract to which any member of the Wider Rotala Group is a party;

3.2.7 make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Rotala by any member of the Wider RGL Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly materially prevent or prohibit, restrict, restrain or delay or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere with or require material adverse amendment of the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Rotala by any member of the Wider RGL Group;

3.2.8 require, prevent or materially delay a divestiture by any member of the Wider RGL Group of any shares or other securities (or the equivalent) in or any of the assets of any member of the Wider Rotala Group to the extent which is material in the context of the Wider RGL Group or the Wider Rotala Group taken as a whole or material in the context of the Acquisition; or

3.2.9 impose any material limitation on the ability of any member of the Wider RGL Group or any member of the Wider Rotala Group to conduct, integrate or coordinate all or any part of its business with all or any part of the business of any other member of the Wider RGL Group and/or the Wider Rotala Group to the extent which is adverse to and material in the context of the Wider RGL Group or the Wider Rotala Group taken as a whole or material in the context of the Acquisition,

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any applicable jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Rotala Shares or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

3.3 save as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Rotala Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance, which, as a consequence of the Acquisition or the acquisition or the proposed acquisition by any member of the Wider RGL Group of any shares or other securities (or the equivalent) in Rotala or because of a change in the control or management of any member of the Wider Rotala Group or otherwise, might reasonably be expected to result in, to an extent in any such case which is material and adverse in the context of the Wider Rotala Group taken as a whole or material and adverse in the context of the Acquisition:

3.3.1 any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider Rotala Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

3.3.2 the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Rotala Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable or being enforced;

3.3.3 any assets or interests of any member of the Wider Rotala Group being disposed of or charged, or any right arising under which any such asset or interest could be required to be disposed of or charged, in each case otherwise than in the ordinary course of business;

3.3.4 any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider Rotala Group being adversely modified or adversely affected or any onerous obligation or liability arising or any adverse action being taken or arising thereunder;

3.3.5 any liability of any member of the Wider Rotala Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

3.3.6 any requirement on any member of the Wider Rotala Group to acquire, subscribe, pay up or repay any shares or other securities;

3.3.7 any member of the Wider Rotala Group ceasing to be able to carry on business under any name under which it presently carries on business;

3.3.8 the value of, or the financial or trading position of any member of the Wider Rotala Group being prejudiced or adversely affected; or

3.3.9 the creation (other than trade creditors or other liabilities incurred in the ordinary course of business) or acceleration of any material liability (actual or contingent) by any member of the Wider Rotala Group,

and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Rotala Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in Conditions 3.3.1 to 3.3.9, in each case to an extent which is material in the context of the Wider Rotala Group taken as a whole or material in the context of the Acquisition;

Certain events occurring since 30 November 2022

3.4 since 30 November 2022, save as Disclosed, no member of the Wider Rotala Group having:

3.4.1 issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Rotala Shares out of treasury (except, in each case, where relevant, as between Rotala and wholly owned subsidiaries of Rotala or between the wholly owned subsidiaries of Rotala or under the Rotala Share Scheme);

3.4.2 recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any subsidiary of Rotala to Rotala or any of its subsidiaries;

3.4.3 other than pursuant to the Acquisition (and except for transactions between Rotala and its wholly owned subsidiaries or between the wholly owned subsidiaries of Rotala) implemented, effected, authorised or proposed or announced its intention to implement, effect or authorise or propose any material merger, demerger, reconstruction, amalgamation, subdivision, scheme, commitment or acquisition or disposal or transfer of assets (other than in the ordinary course of business), or shares or loan capital (or the equivalent thereof) or other equivalent transaction or arrangement in respect of itself or any member of the Wider Rotala Group other than in the ordinary course of business;

3.4.4 except for transactions between Rotala and its wholly owned subsidiaries or between the wholly owned subsidiaries of Rotala, and other than transactions in the ordinary course of trading, disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset (including shares and trade investments) or authorised, proposed or announced any intention to do so in each case other than in the ordinary course of business and to an extent which in any case is material in the context of the Wider Rotala Group taken as a whole or in the context of the Acquisition;

3.4.5 except for transactions between Rotala and its wholly owned subsidiaries or between the wholly owned subsidiaries of Rotala, effected, authorised, proposed or announced its intention to propose any change in its loan capital which in any case is material and adverse in the context of the Wider Rotala Group taken as a whole or material in the context of the Acquisition;

3.4.6 issued, authorised or proposed or announced an intention to authorise or propose the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or (other than trade credit incurred in the ordinary course of business) incurred or increased any indebtedness except as between Rotala and any of its wholly owned subsidiaries or between such subsidiaries which in any case is material and adverse in the context of the Wider Rotala Group taken as a whole or material in the context of the Acquisition;

3.4.7 other than in the ordinary course of business, entered into, terminated, varied, proposed or authorised or announced its intention to enter into, terminate or vary any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude to an extent in any such case which is material and adverse in the context of the Wider Rotala Group taken as a whole or in the context of the Acquisition;

3.4.8 entered into or varied in a material way the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider Rotala Group, other than as agreed by the Panel or agreed with RGL or Disclosed;

3.4.9 entered into, terminated or varied any agreement, contract, transaction, arrangement or commitment or the terms of any agreement or arrangement (other than in the ordinary course of business) in a manner which has or might reasonably be expected to have a material adverse effect on the financial position of the Wider Rotala Group taken as a whole or in the context of the Acquisition;

3.4.10 entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing agreement, partnership or merger of business or corporate entities (otherwise than in the ordinary course of business);

3.4.11 save as agreed by the Panel or agreed with RGL or Disclosed, proposed, agreed to provide or modified or announced any proposal to modify the terms of the Rotala Share Scheme or any share option scheme, incentive scheme, pension scheme obligations, retirement, death or disability benefit or any other employment related benefit (including, but not limited to, bonuses, retention arrangements or share incentive schemes or other benefit relating to the employment or termination of employment of a material category of persons employed by the Wider Rotala Group) of or in respect of any of its directors or senior employees which is material in the context of the Wider Rotala Group taken as a whole or material in the context of the Acquisition;

3.4.12 save as between Rotala and wholly owned subsidiaries of Rotala or between the wholly owned subsidiaries of Rotala purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital (other than pursuant to the implementation of the Acquisition) to an extent which (other than in the case of Rotala), is material in the context of the Wider Rotala Group taken as a whole;

3.4.13 entered into any contract, transaction or arrangement which would be restrictive on the ability of any member of the Wider Rotala Group to carry on its business as currently carried on or to exploit any of its intellectual property rights or which could involve obligations which would be so restrictive in each case to an extent which in any case is material in the context of the Wider Rotala Group taken as a whole or in the context of the Acquisition;

3.4.14 (other than in respect of claims between Rotala and any wholly owned subsidiaries of Rotala or between wholly owned subsidiaries of Rotala) waived, compromised or settled any claim which is material in the context of the Wider Rotala Group taken as a whole or material in the context of the Acquisition;

3.4.15 save as Disclosed or as envisaged in accordance with the terms of the Acquisition made any alteration to its memorandum or articles of association or other incorporation documents;

3.4.16 except in relation to necessary and consequential changes made or agreed as a result of, or arising from, changes to legislation following the date of this Announcement, made or agreed or consented to or procured any material change to or the custodian or trustee of any scheme having made a change to the terms of the governing documents, trust deeds and/or rules constituting the pension scheme(s) established for its directors or employees or their respective dependants or to the contributions payable to any such schemes or the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to in a manner which, in any such case or together, is material in the context of the Wider Rotala Group taken as a whole or material in the context of the Acquisition;

3.4.17 other than in respect of a member of the Wider Rotala Group which is dormant and was solvent at the relevant time, taken any steps, corporate action or had any legal proceedings instituted or threatened in writing against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, striking-off, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

3.4.18 entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 3.4; or

3.4.19 taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Rotala Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code.

No adverse change, litigation, regulatory enquiry or similar

3.5 save as Disclosed, since 30 November 2022:

3.5.1 no adverse change or deterioration having occurred and no circumstances having arisen which would or might reasonably be expected to result in any adverse change in the business, assets, financial or trading position or profits of any member of the Wider Rotala Group which is material in the context of the Wider Rotala Group taken as a whole or material in the context of the Acquisition;

3.5.2 no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Rotala Group or to which any member of the Wider Rotala Group is or may become a party (whether as claimant, defendant or otherwise) in each case which is material and adverse in the context of the Wider Rotala Group taken as a whole or in the context of the Acquisition;

3.5.3 no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Rotala Group having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider Rotala Group, in each case which is material and adverse in the context of the Wider Rotala Group taken as a whole or in the context of the Acquisition;

3.5.4 no amendment or termination of any joint venture or partnership to which any member of the Wider Rotala Group is a party having been agreed or permitted which is material in the context of the Wider Rotala Group taken as a whole or material in the context of the Acquisition;

3.5.5 no contingent or other liability in respect of any member of the Wider Rotala Group (except between Rotala and its wholly owned subsidiaries or between the wholly owned subsidiaries of Rotala) having arisen or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits or prospects of any member of the Wider Rotala Group to an extent in any such case which is material in the context of the Wider Rotala Group taken as a whole or material in the context of the Acquisition; and

3.5.6 no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Rotala Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Wider Rotala Group taken as a whole or in the context of the Acquisition;

No discovery of certain matters regarding information, liabilities, intellectual property and environmental issues

3.6 save as Disclosed, RGL not having discovered:

3.6.1 that any financial, business or other information concerning the Wider Rotala Group as contained in the information publicly announced prior to the date of this Announcement or disclosed at any time to any member of the Wider RGL Group by or on behalf of any member of the Wider Rotala Group prior to the date of this Announcement and which has not prior to the date of this Announcement been corrected by a subsequent announcement or disclosure is materially misleading, contains a material misrepresentation of any material fact, or omits to state a fact necessary to make that information not materially misleading (in any case to an extent which is material in the context of the Wider Rotala Group taken as a whole or material in the context of the Acquisition);

3.6.2 that no circumstance has arisen or event has occurred in relation to any intellectual property owned or used by any member of the Wider Rotala Group, which would have a material adverse effect on the Wider Rotala Group taken as a whole or in the context of the Acquisition including:

3.6.2.1 any member of the Wider Rotala Group losing its title to any of its intellectual property, or any intellectual property owned by the Wider Rotala Group being revoked, cancelled or declared invalid;

3.6.2.2 any material claim being asserted or threatened by any person challenging the ownership of any member of the Wider Rotala Group to, or the validity or effectiveness of, any of its intellectual property? or

3.6.2.3 any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Rotala Group being terminated or varied;

3.6.3 that any member of the Wider Rotala Group is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise and which is material in the context of the Wider Rotala Group taken as a whole or material in the context of the Acquisition;

3.6.4 in relation to any use, treatment, storage, carriage, spillage, release, leak, emission, accumulation, discharge, disposal or other fact or circumstance of any waste or hazardous substance or any substance which has impaired or is reasonably likely to impair the environment (including property) or harmed or is reasonably likely to harm the health of humans, animals or other living organisms or eco systems, that a past or present member of the Wider Rotala Group, in a manner or to an extent which is material in the context of the Wider Rotala Group, (i) has committed any material violation of any applicable laws, statutes, regulations, Authorisations, notices or other requirements of any Third Party; and/or (ii) has incurred or assumed any liability (whether actual or contingent) to any Third Party; and/or (iii) has or is reasonably likely to incur or assume any liability (whether actual or contingent), or has or is reasonably likely to be required, to make good, remediate, repair, re instate or clean up the environment (including any property);

3.6.5 that there is or is reasonably likely to be any obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Rotala Group (or on its behalf), or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party or any other person or body in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto which is material in the context of the Wider Rotala Group taken as a whole or material in the context of the Acquisition;

3.6.6 that circumstances exist (whether as a result of the Acquisition or otherwise) which would be reasonably likely to lead to any Third Party instituting, or whereby any past or present member of the Wider Rotala Group would be reasonably likely to be required to institute, an environmental audit or take any other steps which would in any such case be reasonably likely to result in any liability (whether actual or contingent) to improve, modify existing or install new plant, machinery or equipment or carry out changes in the processes currently carried out or make good, remediate, repair, re-instate or clean up any land or other asset currently or previously owned, occupied or made use of by any past or present member of the Wider Rotala Group (or on its behalf) or by any person for which a member of the Wider Rotala Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest which is material in the context of the Wider Rotala Group taken as a whole or in the context of the Acquisition;

3.6.7 any information which affects the import of any information Disclosed at any time by or on behalf of any member of the Wider Rotala Group which is material in the context of the Wider Rotala Group taken as a whole in the context of the Acquisition;

3.6.8 circumstances exist whereby a person or class of persons would be reasonably likely to have any claim or claims in respect of any product or process of manufacture or materials used therein currently or previously manufactured, sold or carried out by any past or present member of the Wider Rotala Group, which claim or claims would be reasonably likely, materially and adversely, to affect any member of the Wider Rotala Group and which is material in the context of the Wider Rotala Group taken as a whole or the Acquisition;

Anti-corruption and criminal property

3.7 save as Disclosed, RGL not having discovered:

3.7.1 any past or present member or director of the Wider Rotala Group or any person that performs or has performed services for or on behalf of any such company is or has, at any time during the course of such person's performance of services for or on behalf of any member of the Wider Rotala Group, engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, Foreign Corrupt Practices Act 1977 (as amended) or any other applicable anti-corruption legislation; or

3.7.2 any past or present member or director of the Wider Rotala Group or any person that performs or has performed services for or on behalf of any such company is or has, at any time during the course of such person's performance of services for or on behalf of any member of the Wider Rotala Group, engaged in any activity or business which would violate applicable economic sanctions or dealt with, or made any investments in, or made any payments to any government, entity or individual covered by any of the economic sanctions administered by the United Nations or the European Union (or any of their respective member states) or the United States Office of Foreign Assets Control, save that this shall not apply if and to the extent that it is or would be unenforceable by reason of breach of applicable blocking law ; or

3.7.3 to an extent which is or would reasonably be expected to be material in the context of the Wider Rotala Group taken as a whole, any asset of any member of the Wider Rotala Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

Rotala Shareholder resolution

3.7.4 except with the consent or the agreement of RGL, no resolution of Rotala Shareholders in relation to any acquisition or disposal of assets or shares (or the equivalent thereof) in any undertaking or undertakings (or in relation to any merger, demerger, consolidation, reconstruction, amalgamation or scheme) being passed at a meeting of Rotala Shareholders other than in relation to the Acquisition or the Scheme and, other than with the consent or the agreement of RGL, no member of the Wider Rotala Group having taken (or agreed or proposed to take) any action that requires, or would require, the consent of the Panel or the approval of Rotala Shareholders in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code.

Part B: Further terms of the Acquisition

Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

To the extent permitted by law and subject to the requirements of the Panel, RGL reserves the right (in its sole discretion) to waive:

· the deadline set out in the Condition in paragraph 1 of Part A and any of the deadlines set out in the Conditions in paragraph 2 of Part A for the timing of the Court Meeting and General Meeting. If any such deadline is not met, RGL will make an announcement by 8:00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Rotala to extend the deadline in relation to the relevant Condition; and

· in whole or in part, all or any of the Conditions in paragraphs 3.1 to 3.7.4 (inclusive) of Part A.

RGL shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions by a date earlier than the latest date for the fulfilment or waiver of that Condition notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

If RGL is required by the Panel to make an offer for Rotala Shares under the provisions of Rule 9 of the Takeover Code, RGL may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.

The Scheme shall lapse unless all of the Conditions have been fulfilled or, where permitted, waived or, where appropriate, have been determined by RGL to be or remain satisfied, by 5pm on the day immediately preceding the Scheme Court Hearing, failing which the Scheme shall lapse.

RGL reserves the right to elect, with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such event, the Acquisition will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme:

(i) in nominal value of the shares to which such offer relates; and

(ii) of the voting rights attached to those shares,

("Takeover Offer Acceptance Condition"), provided that the Takeover Offer Acceptance Condition will not be satisfied unless any member of the Wider RGL Group shall have acquired or agreed to acquire, whether pursuant to the Takeover Offer or otherwise, Rotala Shares carrying in aggregate more than 50 per cent. of the voting rights normally exercisable at a general meeting of Rotala, including, for this purpose, any such voting rights attaching to Rotala Shares that are unconditionally allotted or issued before the Takeover Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

The ability of Overseas Shareholders to participate in the Acquisition and the distribution of this document in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves of, and observe, any such restrictions.

Unless otherwise determined by RGL or required by the Takeover Code and permitted by applicable law and regulation, the Acquisition is not being, and will not be, made, directly or indirectly, in or into or from or by use of the mails of, or by any other means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet, e-mail or other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any jurisdiction where to do so would violate the laws of that jurisdiction.

Under Rule 13.5(a) of the Takeover Code, RGL may not invoke a condition to the Acquisition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to RGL in the context of the Acquisition. The Conditions contained in paragraphs 1 and 2 of Part A and, if applicable, the Takeover Offer Acceptance Condition set out in this Part B are not subject to this provision of the Takeover Code. RGL may only invoke a Condition that is subject to Rule 13.5(a) of the Takeover Code with the consent of the Panel and any Condition that is subject to Rule 13.5(a) of the Takeover Code may be waived by RGL.

RGL reserves the right, without prejudice to any right of RGL, with the consent of the Panel, to invoke Condition 3.4.2 of Part A, to reduce the consideration payable under the Acquisition by the amount of any dividend (or other distribution or return of capital) which is paid or becomes payable by Rotala to Rotala Shareholders on or after the date of this Announcement and with a record date on or prior to the Effective Date. In such circumstances, Rotala Shareholders would be entitled to retain any such dividend, distribution or return of capital declared, made or paid. If and to the extent that any such dividend, distribution or other return of capital is paid or made on or prior to the Effective Date and RGL exercises its rights under this paragraph to reduce the consideration payable under the Acquisition, any reference in this Announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. If and to the extent that any such dividend, distribution or other return of capital has been declared or announced but not paid or made or is not payable by reference to a record date on or prior to the Effective Date or will be (i) transferred pursuant to the Acquisition on a basis which entitles RGL to receive the dividend, distribution or other return of capital and to retain it; or (ii) cancelled, the consideration payable under the terms of the Acquisition will not be subject to change in accordance with this paragraph. Any exercise by RGL of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Acquisition.

The Rotala Shares which will be acquired under the Acquisition will be acquired with full title guarantee, fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights as at the date of this Announcement or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any), and any other return of capital (whether by way of reduction of share capital or share premium account or otherwise), declared, made or paid on or after the date of this Announcement.

The Acquisition will be governed by the law of England and Wales and will be subject to the jurisdiction of the English courts. The Acquisition will be made on and subject to the conditions and further terms set out in this Appendix I and to be set out in the Scheme Document. The Acquisition will be subject to the applicable requirements of the Takeover Code, the Panel, the AIM Rules and the London Stock Exchange.

APPENDIX IISOURCES OF INFORMATION AND BASES OF CALCULATION

The value of Rotala as implied by the Offer Price is based on 36,931,784 Rotala Shares in issue and to be issued at the Latest Practicable Date, comprising:

· 31,021,784 Rotala Shares in issue; plus

· 5,910,000 Rotala Shares to be transferred or sold out of treasury after the date of this Announcement to satisfy the exercise of options granted under the Rotala Share Scheme.

The percentage of Scheme Shares eligible to vote at the Court Meeting is based on 18,237,564 Scheme Shares, being 31,021,784 Rotala Shares in issue, less 6,601,398 Rotala Shares owned or controlled by the RGL Shareholders and 6,182,822 Rotala Shares owned or controlled by the Concert Parties.

Further sources of information regarding premia and other data reported in this Announcement are as follows:

· unless otherwise stated, the Closing Price for Rotala Shares is the closing middle market price as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange on the relevant date(s);

· unless otherwise stated, the financial information relating to Rotala is extracted from the audited consolidated financial statements of Rotala for the financial year ended 30 November 2022; and

· certain figures included in this Announcement have been subject to rounding adjustments.

APPENDIX IIIIRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT

PART A - Rotala Independent Directors' irrevocable undertakings

Each of the Rotala Independent Directors has given irrevocable undertakings to RGL in respect of their own beneficial holdings of Rotala Shares (or those Rotala Shares over which they have control) to vote, or where applicable to procure the exercise of voting rights, in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting (or to accept a Takeover Offer to implement the Acquisition) as set out below:

These irrevocable undertakings shall cease to be binding in the event that a higher competing offer is made for Rotala which exceeds the Offer Price by 10 per cent. or more.

These irrevocable undertakings shall lapse and cease to be binding on the Effective Date, or prior to that date if:

1.1 the Scheme Document and appropriate form(s) of proxy or the Offer Document and appropriate form(s) of acceptance (as the case may be) are not despatched to the Shareholders on or before the date which is 28 days from the date of the Rule 2.7 Announcement or such later date as RGL and the Company may, with the consent of the Panel, agree. Notwithstanding the above, if the Acquisition was originally proceeding by way of a Scheme and RGL subsequently elects to proceed by way of an Offer or vice versa then, the date in this paragraph 1.1 shall be extended to a date which is 28 days from the date of the press announcement announcing the change in structure (or such other date for the posting of the Offer Document or the Scheme Document (as applicable) as the Panel may require;

1.2 the Panel requires that the Acquisition not be made;

1.3 RGL announces, with the consent of the Panel and before the Scheme Document or Offer Document (as applicable) is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement Scheme or Offer to implement the Acquisition is announced in accordance with Rule 2.7 of the Takeover Code within 10 Business Days of such announcement; or

1.4 the Acquisition lapses or is withdrawn at any time provided that the reason for such lapse, withdrawal or lack of implementation is not because RGL has elected to switch so as to proceed with the Acquisition by way of an Offer rather than by way of the Scheme or vice versa.

PART B - Non-director shareholder irrevocable undertakings and letter of intent

Irrevocable Undertakings

RGL has received irrevocable undertakings from the persons specified below to vote, or where applicable, procure the exercise of all voting rights attached to the relevant Rotala Shares, to vote in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting (or to accept a Takeover Offer to implement the Acquisition) as set out below:

These irrevocable undertakings shall cease to be binding in the event that a higher competing offer is made for Rotala which exceeds the Offer Price by 10 per cent. or more.

These irrevocable undertakings shall lapse and cease to be binding on the Effective Date, or prior to that date if:

1.1 the Scheme Document and appropriate form(s) of proxy or the Offer Document and appropriate form(s) of acceptance (as the case may be) are not despatched to the Company's shareholders on or before the date which is 28 days from the date of the Rule 2.7 Announcement or such later date as RGL and the Company may, with the consent of the Panel, agree. Notwithstanding the above, if the Acquisition was originally proceeding by way of a Scheme and RGL subsequently elects to proceed by way of an Offer or vice versa then, the date in this paragraph 1.1 shall be extended to a date which is 28 days from the date of the press announcement announcing the change in structure (or such other date for the posting of the Offer Document or the Scheme Document (as applicable) as the Panel may require.

1.2 the Panel requires that the Acquisition not be made;

1.3 RGL announces, with the consent of the Panel and before the Scheme Document or Offer Document (as applicable) is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement Scheme or Offer to implement the Acquisition is announced in accordance with Rule 2.7 of the Takeover Code within 10 Business Days of such announcement; or

1.4 the Acquisition lapses or is withdrawn at any time provided that the reason for such lapse, withdrawal or lack of implementation is not because RGL has elected to switch so as to proceed with the Acquisition by way of an Offer rather than by way of the Scheme or vice versa.

Letter of Intent

RGL has also received a non-binding letter of intent from Nameco (an entity owned entirely by Peter Phillips) to vote in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting (or, if (with the consent of the Panel), RGL exercises its right to implement the Acquisition by way of a Takeover Offer, accept or procure acceptances of such Takeover Offer) in respect of 800,000 Rotala Shares representing, in aggregate, approximately 2.6 per cent. of the Ordinary Share Capital on the Latest Practicable Date and approximately 4.4 per cent. of the Rotala Shares eligible to vote at the Court Meeting. The legal title to the shares beneficially held by Nameco are held by Vidacos Nominees Limited and the shares are subject to a pledge to The Corporation of Lloyds.

APPENDIX IVDEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise.

For the purposes of this Announcement, "associated undertaking", "parent undertaking", "subsidiary undertaking" and "undertaking" have the respective meanings given thereto by the Companies Act.

References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this Announcement.

All the times referred to in this Announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.