Announcement regarding possible offer
19/09/2023 13:36
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230919:nRSS9563Ma&default-theme=true
RNS Number : 9563M Rotala PLC 19 September 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.
FOR IMMEDIATE RELEASE
19 September 2023
Rotala PLC
("Rotala", the "Company" or the "Group")
Announcement regarding possible offer
The Company announces that it has 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").
The 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") and would be made for the entire issued and to be issued
share capital of Rotala which the Director Offerors (and their spouses and
certain personal pension plans) do not already own (the "Possible Offer").
The Director Offerors, together with their concert parties, currently hold
11,661,434 ordinary shares of 25 pence each in the capital of the Company
("Ordinary Shares"), representing approximately 37.59 per cent. of the
Company's issued share capital.
As a result of the approach, 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"), has been formed to
consider the Possible Offer.
The Proposal, if it were to proceed to the announcement of a firm intention to
make an offer pursuant to Rule 2.7 of the Code, is subject to the satisfaction
or waiver of several pre-conditions, including the satisfactory completion of
due diligence and finalisation and documentation of financing for the Possible
Offer. There can be no certainty that an offer will be made, even if the
pre-conditions referred to above are satisfied or waived. Accordingly,
shareholders are advised to take no action at this time.
The Independent Directors have indicated to the Director Offerors that they
would be minded to recommend the Possible Offer to Rotala shareholders, should
a firm intention to make an offer pursuant to Rule 2.7 of the Code be
announced on the terms set out above. The Independent Directors and their
advisers are continuing their discussions with the Director Offerors and their
advisers to progress the Proposal.
In accordance with Rule 2.5 of the Code, the Potential Offeror reserves the
right to make an offer for Rotala on less favourable terms than those set out
in this announcement: (i) with the agreement or recommendation of the
Independent Directors; (ii) if a third party announces a firm intention to
make an offer for Rotala which, at that date, is at a value less than the
value implied by the Proposal; or (iii) following the announcement by Rotala
of a Rule 9 waiver pursuant to of the Code. The Potential Offeror reserves the
right to: (i) waive, in whole or in part, any pre-condition to the
announcement of a firm intention to make an offer pursuant to Rule 2.7 of the
Code; (ii) introduce other forms of consideration; and (iii) vary the form or
mix of the consideration set out above. The Potential Offeror also reserves
the right to adjust the terms of the Proposal to take account of the value of
any dividend or other distribution which is announced, declared, made or paid
by Rotala after the date of this announcement.
Following the release of this announcement, the Company is now considered to
be in an "offer period" as defined in the Code, and the dealing disclosure
requirements listed below now apply.
In accordance with Rule 2.6(a) of the Code, the Potential Offeror is required,
by not later than 5.00 p.m. on 17 October 2023, either to announce a firm
intention to make an offer for the Company in accordance with Rule 2.7 of the
Code or announce 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 extended with the consent of the Takeover Panel
in accordance with Rule 2.6(c) of the Code.
This announcement of the Possible Offer is not an announcement of a firm
intention to make an offer under Rule 2.7 of the Code and 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.
Relevant securities in issue
In accordance with Rule 2.9 of the Code, the Company confirms that, as at
close of business on 18 September 2023, its issued share capital consisted of
31,021,784 Ordinary Shares excluding 5,910,000 Ordinary Shares held in
treasury, with ISIN GB00B1Z2MP60, which carry voting rights of one vote per
share.
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 20
September 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.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END OFDFZGMLZLDGFZM