Result of Tender Offer
17/02/2023 07:00
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RNS Number : 2163Q Rotala PLC 17 February 2023
17 February 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 CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.
This announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014
Rotala Plc
("Rotala", the "Company" or the "Group")
Result of Tender Offer,
Director/PDMR Shareholdings,
and
Total Voting Rights
Rotala (AIM: ROL.L), an operator of bus routes in the UK for businesses, local
authorities, and the general public, announces the result of its
oversubscribed Tender Offer.
On 26 January 2023, Rotala posted a circular to Shareholders with details of
the Tender Offer to repurchase up to 18,181,818 Shares at the Tender Price of
55 pence per Share, for an aggregate maximum consideration of £10.0 million.
The Tender Offer closed at 1.00 p.m. on 16 February 2023. Valid tenders were
received in respect of 25,159,761 Shares, equal to 138.4% of the total number
of Shares subject to the Tender Offer. Of the total number of Shares validly
tendered and purchased by the Company, 13,993,134 will be cancelled, with
4,188,684 Shares being placed in treasury.
As the Tender Offer was oversubscribed, not all of the Shares that have been
validly tendered have been accepted and purchased. The Basic Entitlement
applies to each Eligible Shareholder. Tenders have been accepted as set out in
paragraphs 1.4 and 1.5 of Part II of the Circular as follows:
· All Shares validly tendered by any Shareholder up to their Basic
Entitlement (being 35.7 per cent. calculated by reference to registered
shareholdings as at the Tender Offer Record Date and rounded down to the
nearest whole number of Shares) have been accepted and purchased in full; and
· All Shares validly tendered by Shareholders in excess of their Basic
Entitlements have been scaled down pro rata to the total number of such Shares
tendered in excess of their Basic Entitlement, such that the total cost of
Shares purchased pursuant to the Tender Offer has not exceeded £10.0 million.
It is expected that CREST accounts will be credited by 3 March 2023 for
revised uncertificated holdings of Shares and Tender Offer proceeds. For
Shares held in certificated form, it is expected that cheques in respect of
Tender Offer proceeds and balancing share certificates will be despatched as
soon as practicable and by no later than 3 March 2023.
Directors' interests
Following the closing of the Tender Offer, the interests of each Director (and
their immediate families), all of which are beneficial, of the Company's total
voting rights are as follows:
Name Number of Shares validly tendered Shareholding immediately following the Tender Offer % of Company's total voting rights immediately following the Tender Offer
John Gunn - 7,326,340 23.62%
Simon Dunn - 1,827,196 5.89%
Kim Taylor 181,818 408,738 1.32%
Robert Dunn - 2,470,676 7.96%
Graham Spooner 268,000 532,000 1.71%
Graham Peacock 909,091 2,275,075 7.33%
Following completion of the purchase of Shares pursuant to the Tender Offer,
the Board will be interested in a total of 47.84 per cent. of the Company's
total voting rights.
The dealings by certain Directors, as set out above, in accordance with
article 19(3) of the Market Abuse Regulation, have been disclosed at the end
of this announcement.
Total Voting Rights
Following the closing of the Tender Offer and the cancellation of 13,993,134
Shares referred to above, the Company has 36,931,784 Shares in issue with
5,910,000 Shares held in treasury. Therefore, the total number of voting
rights in the Company is 31,021,784 which may be used by Shareholders as the
denominator in the calculations by which they may determine if they are
required to notify their interest, or a change to their interest, in the
Company under the FCA's Disclosure, Guidance and Transparency Rules.
Capitalised terms used in this announcement (unless otherwise defined) have
the meanings set out in the Circular.
Rotala Plc 0121 322 2222
John Gunn, Chairman
Simon Dunn, Chief Executive
Kim Taylor, Group Finance Director
Shore Capital 020 7408 4090
Tom Griffiths / James Thomas / Lucy Bowden (Corporate Advisory)
Henry Willcocks (Corporate Broking)
About the business
Rotala provides a range of transport solutions, ranging from local bus
services under contract to local authorities, through to commercial bus
routes. Rotala has operations at Heathrow Airport, in the East and West
Midlands and in the North West. Operating companies are Diamond Bus Ltd,
Diamond Bus (North West) Ltd, Diamond Bus (East Midlands) Ltd, Hallmark
Connections Ltd and Preston Bus Ltd.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Kim Taylor
2 Reason for the notification
a) Position/status Group Finance Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Rotala plc
b) LEI 213800ALMQ9Y4K5HPT66
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 25p each value
Identification code
ISIN: GB00B1Z2MP60
b) Nature of the transaction Tender Offer
c) Price(s) and volume(s) Price Volume
55.0 pence per share 181,818
d Aggregated information N/A - single transaction
- Aggregated volume
- Price
e) Date of the transactions 17 February 2023
f) Place of the transactions London Stock Exchange
d
Aggregated information
- Aggregated volume
- Price
N/A - single transaction
e)
Date of the transactions
17 February 2023
f)
Place of the transactions
London Stock Exchange
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Graham Spooner
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Rotala plc
b) LEI 213800ALMQ9Y4K5HPT66
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 25p each value
Identification code
ISIN: GB00B1Z2MP60
b) Nature of the transaction Tender Offer
c) Price(s) and volume(s) Price Volume
55.0 pence per share 268,000
d Aggregated information N/A - single transaction
- Aggregated volume
- Price
e) Date of the transactions 17 February 2023
f) Place of the transactions London Stock Exchange
d
Aggregated information
- Aggregated volume
- Price
N/A - single transaction
e)
Date of the transactions
17 February 2023
f)
Place of the transactions
London Stock Exchange
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Graham Peacock
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Rotala plc
b) LEI 213800ALMQ9Y4K5HPT66
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 25p each value
Identification code
ISIN: GB00B1Z2MP60
b) Nature of the transaction Tender Offer
c) Price(s) and volume(s) Price Volume
55.0 pence per share 909,091
d Aggregated information N/A - single transaction
- Aggregated volume
- Price
e) Date of the transactions 17 February 2023
f) Place of the transactions London Stock Exchange
d
Aggregated information
- Aggregated volume
- Price
N/A - single transaction
e)
Date of the transactions
17 February 2023
f)
Place of the transactions
London Stock Exchange
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