TIDMROL
RNS Number : 7220Z
Rotala PLC
15 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.
15 JANUARY 2024
RECOMMED 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
Court Sanction of Scheme of Arrangement
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.
Capitalised terms used and not defined in this announcement have
the meanings given to them in the Scheme Document.
Sanction of Scheme
The boards of Rotala and RGL are pleased to announce that,
earlier today, the High Court of Justice in England and Wales made
an order sanctioning the Scheme under section 889 of the Companies
Act.
The Scheme will become Effective upon the delivery of a copy of
the Court Order to the Registrar of Companies, which is expected to
occur on 17 January 2024.
Next steps and timetable
Rotala confirms that the last day of dealings in, and for
registrations of transfers of, Rotala Shares will be 16 January
2024 and the Scheme Record Time will be 6.00 p.m. on 16 January
2024. Scheme Shareholders on Rotala's register of members at the
Scheme Record Time will, upon the Scheme becoming Effective, be
entitled to receive the consideration under the Scheme.
Trading on AIM in Rotala Shares will be suspended from 7:30 a.m.
on 17 January 2024. The suspension is made pursuant to Rotala's
application to the London Stock Exchange and is being effected as
part of the Scheme.
It is expected that, subject to the Scheme becoming Effective on
17 January 2024, the cancellation of admission to trading on AIM of
Rotala Shares will take effect at 7:00 a.m. on 18 January 2024.
A further announcement will be made when the Scheme becomes
Effective.
General
All references in this announcement to times are to London time
unless otherwise stated. The expected timetable of principal events
for the implementation of the Scheme remains as set out in the
results of Court Meeting and the General Meeting announcement
released on 4 January 2024. The dates and times given are
indicative only and are based on Rotala's current expectations and
may be subject to change (including as a result of changes to the
regulatory timetable). If any of the expected times and/or dates
change, the revised times and/or dates will be notified by
announcement through a Regulatory Information Service.
Rotala Group Limited
Simon Dunn, Director Tel: +44 (0) 121 322
Bob Dunn, Director 2222
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 Tel: +44 (0) 20 7408
Adviser and Corporate Broker to Rotala) 4090
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 .
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 .
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.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 no later than 3:30 p.m. (London time) on the 10th Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3:30 p.m. (London time) on the 10th
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 Takeover 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 no 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 Panel's website at www.thetakeoverpanel.org.uk , 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.
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 16 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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END
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