REG - Rotala PLC - Court Sanction of Scheme of Arrangement

RotalaAnnouncement

15/01/2024 12:15

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RNS Number : 7220Z  Rotala PLC  15 January 2024

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.

15 JANUARY 2024

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

 

Court Sanction of Scheme of Arrangement

 

On 20 November 2023, the Boards of Rotala and RGL announced that they had
reached agreement on the terms of a recommended cash offer, pursuant to which
RGL would acquire the entire issued and to be issued share capital of Rotala
for 63.5 pence per share (the "Acquisition").

The Acquisition is to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), full
details of which were sent to the shareholders of Rotala in the circular dated
11 December 2023 (the "Scheme Document").

On 4 January 2024, the Scheme was approved by the requisite majorities of
Scheme Shareholders at the Court Meeting and the Special Resolutions in
connection with the implementation of the Scheme were passed by the requisite
majorities of Rotala Shareholders at the General Meeting.

Capitalised terms used and not defined in this announcement have the meanings
given to them in the Scheme Document.

Sanction of Scheme

The boards of Rotala and RGL are pleased to announce that, earlier today, the
High Court of Justice in England and Wales made an order sanctioning the
Scheme under section 889 of the Companies Act.

The Scheme will become Effective upon the delivery of a copy of the Court
Order to the Registrar of Companies, which is expected to occur on 17 January
2024.

Next steps and timetable

Rotala confirms that the last day of dealings in, and for registrations of
transfers of, Rotala Shares will be 16 January 2024 and the Scheme Record Time
will be 6.00 p.m. on 16 January 2024. Scheme Shareholders on Rotala's register
of members at the Scheme Record Time will, upon the Scheme becoming Effective,
be entitled to receive the consideration under the Scheme.

Trading on AIM in Rotala Shares will be suspended from 7:30 a.m. on 17
January 2024. The suspension is made pursuant to Rotala's application to the
London Stock Exchange and is being effected as part of the Scheme.

It is expected that, subject to the Scheme becoming Effective on 17 January
2024, the cancellation of admission to trading on AIM of Rotala Shares will
take effect at 7:00 a.m. on 18 January 2024.

A further announcement will be made when the Scheme becomes Effective.

General

All references in this announcement to times are to London time unless
otherwise stated. The expected timetable of principal events for the
implementation of the Scheme remains as set out in the results of Court
Meeting and the General Meeting announcement released on 4 January 2024. The
dates and times given are indicative only and are based on Rotala's current
expectations and may be subject to change (including as a result of changes to
the regulatory timetable). If any of the expected times and/or dates change,
the revised times and/or dates will be notified by announcement through a
Regulatory Information Service.

 

 Rotala Group Limited
 Simon Dunn, Director                                                         Tel: +44 (0) 121 322 2222

 Bob Dunn, Director

 John Gunn, Director
 Rotala PLC                                                                   Tel: +44 (0) 121 322 2222
 Graham Spooner, Deputy Chair and Senior Independent Director

 Graham Peacock, Independent Non-Executive Director

 Kim Taylor, Group Finance Director
 Shore Capital (Financial Adviser, Nominated Adviser and Corporate Broker to  Tel: +44 (0) 20 7408 4090
 Rotala)
 Tom Griffiths

 James Thomas

 Lucy Bowden
 KPMG LLP (Financial Adviser to RGL)                                          Tel: + 44 (0) 20 7311 1000
 Helen Roxburgh

 Khush Purewal

 Zoë Nateras

 

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.

Disclaimers

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.

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.

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
(https://url.avanan.click/v2/___http:/www.londonstockexchange.com___.YXAxZTpzaG9yZWNhcDphOm86NDhlMTNiNzVkMTMwMDMwMzdjMWEyODI0NzU2ZTA0NDQ6NjpiYjJkOmFkZmEzNDFjZjMwZTQ4OTc3NGRjZmU2NzU0ZjljYjBjZGNlYjEzMDA5OWU4OTgzYzA0ZGVjZGExNDg5ZDNiZWE6cDpU)
.

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
(https://url.avanan.click/v2/___http:/www.londonstockexchange.com___.YXAxZTpzaG9yZWNhcDphOm86NDhlMTNiNzVkMTMwMDMwMzdjMWEyODI0NzU2ZTA0NDQ6NjpiYjJkOmFkZmEzNDFjZjMwZTQ4OTc3NGRjZmU2NzU0ZjljYjBjZGNlYjEzMDA5OWU4OTgzYzA0ZGVjZGExNDg5ZDNiZWE6cDpU)
.

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
(https://url.avanan.click/v2/___http:/www.thetakeoverpanel.org.uk/___.YXAxZTpzaG9yZWNhcDphOm86NDhlMTNiNzVkMTMwMDMwMzdjMWEyODI0NzU2ZTA0NDQ6Njo2NjIzOjllNmMxYTZlMDYzYjE0ZGIyZTFjYmU2M2Q4M2E1ZjEyNmM3YzRkNDJlNGUwYWYwZGEyNWMyYjQyZDYyNDVkYzM6cDpU)
, 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.

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
(www.rotalaplc.com/our-investors/recommended-offer-for-the-company), by no
later than 12 noon on 16 January 2024, 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.

 

 

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