REG - Rotala Group Ltd Rotala PLC - Form 8 (OPD) (Rotala Group Limited) - Amended
18/10/2023 12:30
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RNS Number : 5596Q Rotala Group Ltd 18 October 2023
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
This form replaces the original form 8 (RNS no.8932N) made under rule 8.1 and
8.2 of the Code with changes made in section 3
1. KEY INFORMATION
(a) Full name of discloser: Rotala Group Limited
(b) Owner or controller of interests and short positions disclosed, if N/A
different from 1(a):
The naming of nominee or vehicle companies is insufficient. For
a trust, the trustee(s), settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant securities this Rotala Plc
form relates:
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEROR
(e) Date position held: 28 September 2023
The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the discloser making NO
disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE
DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.
(a) Interests and short positions in the relevant
securities of the offeror or offeree to which the disclosure relates
Class of relevant security: Ordinary shares
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: Nil Nil
(2) Cash-settled derivatives: Nil Nil
(3) Stock-settled derivatives (including options) and agreements to Nil Nil
purchase/sell:
Nil Nil
TOTAL:
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: Nil
Details, including nature of the rights concerned and relevant percentages: Nil
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE
PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including
directors' and other employee options) of any person acting in concert with
the party to the offer making the disclosure:
Interests held by the Directors of the Offeror, their close relatives,
personal pension schemes and related trusts in Rotala Plc are as follows:
Name Relationship to Offeror No. of ordinary shares in Rotala Plc Percentage of total issued share capital (rounded)
Simon Dunn Director of Offeror 839,276 2.70%
Karen Dunn Spouse of Simon Dunn 987,920 3.18%
Anthony Scott Dunn Brother of Simon Dunn and son of Robert Dunn 31,250 0.10%
Christian Dunn Brother of Simon Dunn and son of Robert Dunn 26,500 0.08%
Robert Dunn Director of Offeror 1,657,337 5.34%
Carol Dunn Spouse of Robert Dunn 573,717 1.84%
Robert Dunn and Carol Dunn 1 (#_ftn1) Director of Offeror and spouse of Robert Dunn 239,286 0.77%
Jack Dunn Grandson of Robert Dunn and nephew of Simon Dunn 11,058 0.03%
John Gunn Director of Offeror 960,441 3.09%
The Gunn Family Charitable Trust Related trust of John Gunn 1,398,000 4.50%
Wengen Pension Plan Pension plan with John Gunn as sole beneficiary 1,343,421 4.33%
The 181 Fund Limited Company which is under the control of John Gunn and his close family members 1,702,443 5.48%
Renate Gunn (The Estate of) Deceased spouse of John Gunn 1,922,035 6.18%
JHGunn Settlement Re: Ingrid Croft Trust established for the benefit of John Gunn's daughter Ingrid Croft 55,001 0.17%
JHGunn Settlement Re: Alison Pople (now in favour of Jack Pople) Trust established for the benefit of John Gunn's daughter Alison Pople, now in 200,000 0.64%
favour of grandson Jack Pople
JHGunn Settlement Re: Natalie Haynes Trust established for the benefit of John Gunn's daughter Natalie Haynes 836,535 2.69%
Total 12,784,220 41.21%
Note 1: Shares jointly held by Robert Dunn and Carol Dunn
Options held by the Directors of the Offeror and their close relatives in
Rotala Plc under the Rotala Plc Share Option Scheme are:
Directors Date of Grant Date of Expiry Exercise Price per Share Number of Options in Rotala Plc
Simon Dunn 24/11/2014 23/11/2024 54p 900,000
16/03/2022 23/11/2024 25p 2,000,000
Robert Dunn 24/11/2014 23/11/2024 54p 615,000
16/03/2022 23/11/2024 25p 800,000
Jack Dunn 15/11/2021 23/11/2024 29p 200,000
Note 1: Shares jointly held by Robert Dunn and Carol Dunn
Options held by the Directors of the Offeror and their close relatives in
Rotala Plc under the Rotala Plc Share Option Scheme are:
Directors Date of Grant Date of Expiry Exercise Price per Share Number of Options in Rotala Plc
Simon Dunn 24/11/2014 23/11/2024 54p 900,000
16/03/2022 23/11/2024 25p 2,000,000
Robert Dunn 24/11/2014 23/11/2024 54p 615,000
16/03/2022 23/11/2024 25p 800,000
Jack Dunn 15/11/2021 23/11/2024 29p 200,000
Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or
understanding, formal or informal, relating to relevant securities which may
be an inducement to deal or refrain from dealing entered into by the party to
the offer making the disclosure or any person acting in concert with it:
Irrevocable commitments and letters of intent should not be included. If there
are no such agreements, arrangements or understandings, state "none"
None
(b) Agreements, arrangements or understandings relating to
options or derivatives
Details of any agreement, arrangement or understanding, formal or informal,
between the party to the offer making the disclosure, or any person acting in
concert with it, and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant
securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
None
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) No
Supplemental Form 8 (SBL) No
Date of disclosure: 18 October 2023
Contact name: Simon Dunn
Telephone number: +44 (0) 121 322 2222
Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .
(#_ftnref1)
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