TIDMROL
RNS Number : 2802Q
Rotala PLC
17 October 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.
17 October 2023
Rotala PLC
("Rotala", the "Company" or the "Group")
Extension of PUSU deadline pursuant to Rule 2.6(c) of the
Code
On 19 September 2023, the Company announced that it had 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"). Such 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").
The announcement stated that in accordance with Rule 2.6(a) of
the Code, the Potential Offeror was required, by not later than
5.00 p.m. on 17 October 2023 (the "PUSU Deadline") either to
announce a firm intention to make an offer for the Company in
accordance with Rule 2.7 of the Code or to announce that it did not
intend to make an offer for the Company, in which case the
announcement would be treated as a statement to which Rule 2.8 of
the Code applies.
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"), was
formed to consider the Proposal.
Discussions between the Director Offerors and the Independent
Directors are continuing and therefore Rotala announces that the
Independent Directors have requested, and the Panel on Takeovers
and Mergers (the "Panel") has consented to, an extension to the
PUSU Deadline. Consequently, the Potential Offeror is now required
by 5.00 p.m. (London time) on 14 November 2023 to announce either a
firm intention to make an offer for the Company in accordance with
Rule 2.7 of the Code or 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 further extended with the consent of the
Panel in accordance with Rule 2.6(c) of the Code.
Although discussions between the Directors Offerors and the
Independent Directors are ongoing, this announcement does not
amount to a firm intention to make an offer under Rule 2.7 of the
Code, and there can be no certainty that any firm offer will be
made.
The Company remains in an 'offer period' in accordance with the
rules of the Code and the attention of Rotala shareholders is drawn
to the continuing disclosure requirements of Rule 8 of the Code,
which are summarised below.
This announcement 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.
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 ,
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 18 October 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.
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END
MSCBUBDGXSBDGXL
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