ROL.L Regulatory News (ROL)

30 Dec 2005 10:30

Rotala PLC30 December 2005 FOR IMMEDIATE RELEASE 30 December Rotala PLC Settlement of potential claims by and between Rotala PLC, Central Parking System of UK Limited ("CPS"), the Flights Group of companies, Stuart Lawrenson, Paul Churchman and Michael Tackley Rotala PLC and the Flights Group of companies are pleased to announce that afinal settlement with Central Parking System of UK Limited ("CPS") and withStuart Lawrenson, Paul Churchman and Michael Tackley has been reached. Previous announcements by Rotala on September 26th and November 25th 2005described the background to the potential claims by CPS in respect of theFlights Group of companies acquired by Rotala on 30 August 2005 and the claimsthat Rotala has against Stuart Lawrenson under the Acquisition Agreement. The key terms of the settlement are as follows: • The full and final settlement of all claims and complaints betweenthe parties arising out of the disputed matters once the conditions in thesettlement agreement are satisfied; • No admission by any of the parties in relation to any allegationsmade to date; • Stuart Lawrenson and Spritto Nominees ("Spritto") will give up anydeferred share consideration which would otherwise have become payable under theoriginal acquisition and the £750,000 loan note issued as part of the initialconsideration will no longer be payable by Rotala; • Stuart Lawrenson will give up his entitlement to the 3,700,000 shareoptions which were granted to him under the Acquisition Agreement. MichaelTackley and Paul Churchman, two other former employees of CPS, will also give uptheir entitlements, of 3,500,000 and 3,500,000 share options in Rotalarespectively granted to them under the Acquisition Agreement; • Rotala will effect, and Stuart Lawrenson (acting through Spritto )agrees to, a placing of Spritto's 46,666,667 ordinary shares in Rotala; theboard of Rotala expects to complete the placing in January 2006; • The parties have agreed that the net proceeds of such placing will betransferred to CPS/the CPC group; • Rotala will issue loan notes to CPS/the CPC group to the value of£800,000, repayable in annual instalments between 31 December 2006 and 31December 2010; • Rotala will grant to CPS/the CPC group a warrant over 15,000,000ordinary shares in Rotala at an exercise price of 1.5 pence per share,exercisable for a five year period; • The Flights Group of companies will settle the amount owing to CPSof £920,000 in respect of goods and services supplied by that company. Of thisamount, £650,000 has already been settled and the balance will be settled on thesuccessful completion of Rotala's further fund raising announced by theDirectors' on 25 November 2005; • Stuart Lawrenson will pay CPS the sum of £70,000 and a further sum of£60,000 within a year; Michael Tackley and Paul Churchman will each pay CPS thesum of £10,000; • Stuart Lawrenson will resign forthwith and in any event within 14days, as a director of Rotala. Following this settlement, neither Stuart Lawrenson, Paul Churchman nor MichaelTackley will have any further connections in any capacity with Rotala or any ofits subsidiaries. The agreement and settlement with CPS will have an impact on the accounts of theFlights Group of companies prior to their acquisition by Rotala, and on theconsolidated results to be presented by the Company in its Interim Statement forthe six months to 30 September 2005. This Statement was due on or before 30December 2005. In view of the fact that the agreement with CPC/CPS has only now been resolvedthe board of Rotala intends to report the consolidated interim results in earlyJanuary, once the terms of the settlement have been implemented andappropriately reflected in the Interim Statement. As a result the shares of Rotala will be temporarily suspended pending such timeuntil the Interim Statement is released. At this time the board of Rotala willupdate shareholders on the proposed placing and the group's current trading andprospects. John Gunn, Chairman of Rotala said: "The directors of Rotala are delighted tohave agreed a very satisfactory outcome to this complicated issue with CentralParking System of UK Limited. We look forward to building on the initialplatform we acquired without the distraction of such matters." Contacts: Rotala: Nick Fox, M: Communications 020 7153 1540 07711 727 618 Notes to Editors: Information on Rotala Rotala was admitted to trading on AIM on 29 March 2005 as a newly establishedinvestment company to focus on the parking and transportation managementsectors. In the transport sector, the Board anticipated that opportunities wouldarise in the provision of bus services, chauffeur-drive services, and integratedground transportation. In the Company's admission document dated 11 March 2005the Board stated its intention to complete the Company's first acquisitionwithin six months of Admission and in August 2005 it agreed the acquisition ofthe Flights Group of companies. Information on the Flights Group The Flights Group comprises three companies: Flights Hallmark, Flights CorporateTransfers and FH Transport. Flights Hallmark is a mature coach and bus businessformed through the acquisition and amalgamation of a number of businesses. Itsmain activities include the provision of dedicated transport solutions for arange of corporate customers, the operation of various shuttle bus services anda substantial coach hire business. Flights Corporate Transfers operateschauffeur driven cars, particularly relating to transport to and from UKairports, for a range of airlines and airline-related customers. The thirdcompany, FH Transport, does not currently trade but holds certain contracts withcustomers relating to the business operated by the other members of the FlightsGroup. This information is provided by RNS The company news service from the London Stock Exchange