REG - Rotala PLC - Extension of PUSU deadline

RotalaAnnouncement

17/10/2023 07:00

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RNS Number : 2802Q  Rotala PLC  17 October 2023

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

 

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY OFFER WILL BE MADE.

 

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

 

17 October 2023

Rotala PLC

("Rotala", the "Company" or the "Group")

Extension of PUSU deadline pursuant to Rule 2.6(c) of the Code

On 19 September 2023, the Company announced that it had received an indicative
proposal from certain of its directors, being Simon Dunn, Bob Dunn and John
Gunn, its Chief Executive, Managing Director - North West, and Non-Executive
Chair respectively, (together, the "Director Offerors") in relation to a
possible offer of 63.5 pence per share, payable in cash, for the Company (the
"Proposal").  Such offer would be made by a newly incorporated entity
established by the Director Offerors (and their spouses and certain personal
pension plans) (the "Potential Offeror").

The announcement stated that in accordance with Rule 2.6(a) of the Code, the
Potential Offeror was required, by not later than 5.00 p.m. on 17 October 2023
(the "PUSU Deadline") either to announce a firm intention to make an offer for
the Company in accordance with Rule 2.7 of the Code or to announce that it did
not intend to make an offer for the Company, in which case the announcement
would be treated as a statement to which Rule 2.8 of the Code applies.

A committee of independent directors, comprising Graham Spooner, Non-Executive
Deputy Chair and Senior Independent Director, Graham Peacock, Independent
Non-Executive Director, and Kim Taylor, Group Finance Director, (together, the
"Independent Directors"), was formed to consider the Proposal.

Discussions between the Director Offerors and the Independent Directors are
continuing and therefore Rotala announces that the Independent Directors have
requested, and the Panel on Takeovers and Mergers (the "Panel") has consented
to, an extension to the PUSU Deadline. Consequently, the Potential Offeror is
now required by 5.00 p.m. (London time) on 14 November 2023 to announce either
a firm intention to make an offer for the Company in accordance with Rule 2.7
of the Code or that it does not intend to make an offer, in which case the
announcement will be treated as a statement to which Rule 2.8 of the Code
applies.

This deadline can be further extended with the consent of the Panel in
accordance with Rule 2.6(c) of the Code.

Although discussions between the Directors Offerors and the Independent
Directors are ongoing, this announcement does not amount to a firm intention
to make an offer under Rule 2.7 of the Code, and there can be no certainty
that any firm offer will be made.

The Company remains in an 'offer period' in accordance with the rules of the
Code and the attention of Rotala shareholders is drawn to the continuing
disclosure requirements of Rule 8 of the Code, which are summarised below.

This announcement has been made with the agreement and approval of the
Director Offerors.

A further announcement will be made in due course, as appropriate.

Enquiries:

 

 Rotala Plc                                                       0121 322 2222
 Kim Taylor, Group Finance Director

 Graham Spooner, Deputy Chair and Senior Independent Director

 Graham Peacock, Independent Director

 Shore Capital                                                    020 7408 4090
 Tom Griffiths / James Thomas / Lucy Bowden (Corporate Advisory)

Henry Willcocks (Corporate Broking)

Disclaimer

Shore Capital and Corporate Limited ("Shore Capital") which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority is acting
as financial adviser (Rule 3) and nominated adviser to the Company and no one
else in connection with the matters described 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 connection
with any of the matters referred to in this announcement. Neither Shore
Capital nor any of its affiliates, directors or employees owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under statute or
otherwise) to any person who is not a client of Shore Capital in connection
with this announcement, any statement contained herein or otherwise.

Disclosure requirements of the Code

Under Rule 8.3(a) of the 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
not later than 3.30 p.m. (London time) on the 10(th) business day following
the commencement of the offer period and, if appropriate, by not later than
3.30 p.m. (London time) on the 10(th) 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 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 not 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 Takeover Panel's website at
www.thetakeoverpanel.org.uk
(https://url.avanan.click/v2/___http:/www.thetakeoverpanel.org.uk___.YXAxZTpzaG9yZWNhcDphOm86N2I5ZDBiMTJjNDgxMTAyOTE4NWQ4ZDAzMDY1M2E4ZDc6Njo3ZThkOmZjZTlmMTJlYmEzODJjOWVlMTU4YTkzZTJmYTAxNzE3OTE0NDFiYzY5YWVhMDgzMjZhMDIyY2ZmMmZmMGMxMjk6cDpU)
, 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.

Rule 26.1 disclosure

A copy of this announcement will be available (subject to certain restrictions
relating to persons resident in restricted jurisdictions) on Rotala's website
at www.rotalaplc.com/investors by no later than 12 noon (London time) on 18
October 2023. The content of the website referred to in this announcement is
not incorporated into and does not form part of this announcement.

Inside information

The information contained within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse (Amendment) (EU Exit)
Regulations 2019. Upon the publication of this announcement, this inside
information is now considered to be in the public domain.

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