TIDMROL
RNS Number : 8932N
Rotala Group Ltd
28 September 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")
1. KEY INFORMATION
(a) Full name of discloser: Rotala Group Limited
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): N/A
The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s),
settlor and beneficiaries must be named.
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Rotala Plc
Use a separate form for each offeror/offeree
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(d) Is the discloser the offeror or the offeree? OFFEROR
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(e) Date position held: 28 September 2023
The latest practicable date prior to the disclosure
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(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect NO
of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
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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 purchase/sell: Nil Nil
-------- ------------- ---
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 Percentage
Offeror No. of ordinary of total issued
shares in Rotala share capital
Plc (rounded)
Simon Dunn Director of Offeror 839,276 2.70%
------------------------- ------------------ -----------------
Karen Dunn Spouse of Simon Dunn 987,920 3.18%
------------------------- ------------------ -----------------
Brother of Simon
Anthony Scott Dunn and son of Robert
Dunn Dunn 31,250 0.10%
------------------------- ------------------ -----------------
Brother of Simon
Christian Dunn and son of Robert
Dunn Dunn 26,500 0.08%
------------------------- ------------------ -----------------
Robert Dunn Director of Offeror 1,657,337 5.34%
------------------------- ------------------ -----------------
Spouse of Robert
Carol Dunn Dunn 573,717 1.84%
------------------------- ------------------ -----------------
Robert Dunn Director of Offeror
and Carol and spouse of Robert
Dunn [1] Dunn 239,286 0.77%
------------------------- ------------------ -----------------
Grandson of Robert
Dunn and nephew of
Jack Dunn Simon Dunn 11,058 0.03%
------------------------- ------------------ -----------------
John Gunn Director of Offeror 960,441 3.09%
------------------------- ------------------ -----------------
The Gunn Family
Charitable Related trust of
Trust John Gunn 1,398,000 4.50%
------------------------- ------------------ -----------------
Pension plan with
Wengen Pension John Gunn as sole
Plan beneficiary 1,343,421 4.33%
------------------------- ------------------ -----------------
Company which is
under the control
of John Gunn and
The 181 Fund his close family
Limited members 1,702,443 5.48%
------------------------- ------------------ -----------------
Renate Gunn
(The Estate Deceased spouse of
of) John Gunn 1,922,035 6.18%
------------------------- ------------------ -----------------
Total 11,692,684 37.69%
------------------ -----------------
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:
Exercise Number of
Date of Date of Price per Options in
Directors Grant Expiry Share 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: 28 September 2023
Contact name: Simon Dunn
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Telephone number: +44 (0) 121 322 2222
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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 .
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END
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