REG - Rotala PLC - Scheme of Arrangement becomes Effective

RotalaAnnouncement

17/01/2024 14:30

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RNS Number : 0456A  Rotala PLC  17 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.

17 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

 

Scheme of Arrangement becomes Effective

 

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.

On 15 January 2024, the Boards of Rotala and RGL announced that the Court had
sanctioned the Scheme on 15 January 2024.

The boards of Rotala and RGL are pleased to announce that the Scheme has today
become Effective in accordance with its terms, following delivery of the Court
Order to the Registrar of Companies, and therefore the entire issued and to be
issued share capital of Rotala is now owned by RGL. As a result, Rotala is no
longer in an "Offer Period" as defined in the Code and accordingly the dealing
disclosure requirements previously notified to investors no longer apply.

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

All references in this announcement to times are to times in London, unless
otherwise stated.

Settlement

Under the terms of the Scheme, Scheme Shareholders on the register of members
of Rotala at the Scheme Record Time, being 6.00 p.m. on 16 January 2024, are
entitled to receive 63.5 pence in cash for every Scheme Share held. Cheques
will be despatched to Scheme Shareholders holding Scheme Shares in
certificated form and the CREST accounts of Scheme Shareholders holding Scheme
Shares in uncertificated form will be credited within 14 days of today's date.

Board changes

Rotala further announces that Graham Spooner, Deputy Chair and Senior
Independent Director, and Graham Peacock, Independent Non-Executive Director,
have tendered their resignations as directors of the Company effective from
the date of cancellation of admission to trading on AIM of the Rotala Shares.

Suspension and cancellation of trading

Trading on AIM in Rotala Shares was suspended with effect from 7.30 a.m.
today. Following the application by Rotala to the London Stock Exchange,
cancellation of admission to trading on AIM of Rotala Shares is expected to
become effective at 7.00 a.m. on 18 January 2024.

 

 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.

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 18 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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