Acquisition and Placing

Rotala PLC 03 March 2008 Rotala plc ('Rotala' or 'the Company') Trading Update and new Contract Wins Acquisition of Go West Midlands Limited Placing of Loan Notes and of Ordinary Shares to raise £3.8 million Intention of directors and proposed director to subscribe for Loan Notes and Ordinary Shares totalling £655,000 Appointment of new director Introduction The Board of Rotala is pleased to give an update on current trading, to announce the acquisition by the Company of Go West Midlands Limited from the Go-Ahead Group plc for a total consideration of £2.0 million, the placing of a further tranche of Unsecured Convertible Loan Notes due 2011 (the 'Loan Notes') with warrants to bring the total amount raised and to be raised under this instrument to approximately £4.7 million, the intention to place approximately 750,000 new Ordinary Shares to raise £390,000 (the 'Ordinary Share Issue') and the appointment of Robert Dunn to the Board. The Company has placed approximately £2.4 million of Loan Notes with new investors (the 'Placing') arranged through Ludgate Investments Limited ('Ludgate ') as further described below. At the same time the Company announces the conversion into Loan Notes of a loan of £1m made in January 2008 and this follows an investment of £0.25 million in Loan Notes made by Ludgate in December 2007. In addition to the above the Board has received commitments from Directors, proposed directors and others to subscribe for a further £1.04 million of Loan Notes and for approximately 750,000 Ordinary Shares to raise a further £390,000 all of which are expected to complete shortly. The Placing will provide additional working capital for the Company to service the continued expansion of the group following recent contract wins and further new contract wins announced today. The Placing will also finance the acquisition of Go West Midlands Limited as described below. 2007 Results, current trading and new contract wins As announced on 10 December 2007, the Company's financial performance improved steadily during the financial year which ended on 30 November 2007, a year which was characterised by increasing business volumes and improving margins. This led to profitable trading in each of the last three months of the financial year and a record result in November 2007, with turnover of just over £2m for the month. Trading in the first 3 months of the new financial year has continued on this positive trend with similar levels of turnover being recorded in December 2007 and January 2008. The Company continues to be successful in winning tenders for new contracts and is pleased to be able to announce the award of two further contracts by British Airways plc increasing revenues from this customer by £1.63 million per annum. The Group's preliminary results for the year ended 30 November 2007 are now expected to be announced during May 2008. The Board now expects results for the current financial year to be ahead of market expectations. Acquisition of Go West Midlands Limited Rotala has acquired the entire share capital of Go West Midlands Limited ('GWM') for a cash consideration of £2.0 million. GWM operates approximately 134 buses in the Birmingham area. The Board of Rotala estimates that the annual income from GWM's bus operations, which are principally commercial, amount to approximately £12m p.a.. GWM has 370 employees and operates from a purpose built freehold operating and engineering depot at Tividale, near Oldbury, Birmingham and two leased depots at West Bromwich and Redditch. The Board of Rotala estimates that the net book value of the assets being purchased to be approximately £3.05 million comprising £1.7 million relating to vehicles net of hire purchase liabilities, £1.45 million relating to fixed assets including the freehold property and other net current liabilities of approximately £0.1 million. The last audited and filed accounts for GWM were in respect of the year ended 1 July 2006 when it reported a loss of £1,869,000 on a turnover of £13,422,000. The acquisition of GWM provides Rotala with a significant expansion of its activities in the Birmingham conurbation and makes the Company the second largest provider of bus services in the market covered by the West Midlands Passenger Transport Executive. The West Midlands bus market is the second largest (after London) in the UK. The Board expects that the management and operations of GWM can be quickly integrated within the Group's existing structure giving rise to significant cost savings and that the acquisition will be earnings enhancing in the current financial year. The Board further believes the enlarged group will be well placed to continue its organic growth as a result of its greater operating capacity following this acquisition. Appointment of Robert Dunn Robert Dunn has been appointed to the Board as a non-executive director with immediate effect. Mr Dunn will provide Rotala plc with the benefits of his 37 years experience in the transport sector. His business experience includes leading and managing businesses, both private and AIM listed, where acquisitions have been an important part of business growth. Robert Dunn is the father of Simon Dunn, Managing Director of Rotala plc, and of Scott Dunn who has been retained by the Company to lead the integration of GWM. Robert, Simon and Scott Dunn have in aggregate invested or committed to invest £650,000 in the Loan Notes and Ordinary Share Issue, as described later in this announcement. Details of the Placing The Placing comprises the issue of £2,372,500 of Loan Notes which have been placed with institutional and other investors by Ludgate. The Loan Notes will pay interest semi-annually in arrears on 30 June and 31 December in each year at a rate of 8% p.a. with the first payment being for the period from the date of the issue of the Loan Notes to 30th June 2008. The Loan Notes, which will not be listed, are capable of being converted in aggregate into 3,514,806 new Ordinary Shares of the Company. The conversion price is 67.5p per share which represents a premium of 6.3% to the closing mid-market price of 63.5p per Ordinary Share on 28 February 2008. If not converted, the Loan Notes will be redeemed by the Company on 31 December 2011, or earlier with the agreement of the noteholder. In addition, the Company has issued to placees an aggregate of 1,306,220 warrants to subscribe for new Ordinary Shares in the Company (the 'Warrants'). Of these Warrants, 585,786 entitle placees to subscribe for new ordinary shares at 75 pence per share at any time up to 31 December 2009 and 585,786 entitle placees to subscribe for new ordinary shares at 80 pence per share at any time up to 31 December 2010. In addition Ludgate, as placing agent to the Company, has been issued with warrants entitling it to subscribe for 134,648 new ordinary shares at 67.5 pence per share at any time up to 31 December 2011. Ordinary Share Issue Robert Dunn, Simon Dunn and Scott Dunn have, in aggregate, committed to subscribe for 749,998 new Ordinary Shares at an issue price of 52 pence per share for an aggregate investment of £390,000. This investment in Ordinary Shares is in addition to a commitment to invest £160,000 in Loan Notes by Simon Dunn and an investment in Loan Notes of £100,000 by Scott Dunn. Conversion of Loan On 16 January 2008, the Company announced that it had raised £1.0 million under the terms of a loan agreement (the 'Loan Agreement'). The investors under the Loan Agreement comprised John Gunn (who advanced the sum of £250,000) and Ludgate, a company of which John Gunn is deputy chairman and in which he is a shareholder, (which advanced the sum of £750,000). The Loan Agreement provided for the principal amount advanced to be settled in consideration of the issue of such number of Loan Notes as have an equal nominal value to such amount, together with any warrants attaching to the Loan Notes on the same terms as described under the details of the Placing above (the 'Loan Conversion'). This conversion has now taken place. Enlarged Share Capital The conversion of all of the Loan Notes and exercise of all of the Warrants issued under both the Placing and the Loan Conversion would result in the issue of 6,840,777 new Ordinary Shares in aggregate. This would represent approximately 25.2% of the enlarged issued share capital of the Company. Upon issue the new Ordinary Shares will rank pari passu in all respects with the existing issued ordinary shares of 25p each in the capital of the Company. In aggregate, including £250,000 of Loan Notes which were taken up by Ludgate in December 2007, the Company now has £3,622,500 of Loan Notes in issue following the Placing and Loan Conversion. Directors' and other interests Certain directors intend to participate in the Placing as follows: John Gunn £30,000* Geoff Flight £50,000 Simon Dunn £160,000 Kim Taylor £25,000 *John Gunn has also invested £250,000 in Loan Notes through the Loan Conversion described above. If these investments are completed a further announcement will be made setting out the resultant interests of the directors. John Gunn, Chairman, commented 'The combination of the current trading performance of the group, the new funding proposals, the latest acquisition announced today and the strengthening of the Board set up Rotala for a successful future. The Board believes that these events will take the Company to a new level and enable it to deliver further increases in shareholder value going forward'. Information required under Schedule 2, Para (g) of the AIM Rules: Robert Anthony Dunn (aged 53) is currently, or has been in the past five years, a director of the following companies: Current: Past: Monetgrange plc Dunn-Line Plc motorBus Limited Dunn-line Polska MP & C Investments Ltd Xtranet Solutions Limited Motorcoach Ltd Dunn-Line Flights Limited Lamcote Motors (Radcliffe) Limited Bornyard Limited Dunn-Line (Holdings) Limited Dunn-Line (Derby) Limited The Nottingham Coach Company Limited Veolia Transport North Limited Dunn-Line (Southern) Limited Dunn-Line (Eastern) Limited Dunn-Line (Western) Limited Flights Hallmark Limited Flights Corporate Transfers Limited Solus (West Midlands) Limited Distance Coaching Limited The contents of this announcement include the full disclosures required under Schedule 2, Para (g) of the AIM Rules. Contacts: John Gunn, Chairman Rotala plc 020 7621 5770 Kim Taylor, CEO Rotala plc 020 7621 5770 Rhod Cruwys / Romil Patel, Blue Oar Securities Plc 020 7448 4400 Robert Petch, Ludgate Investments Limited 020 7621 5770 This announcement does not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer to buy or to subscribe for, Ordinary Shares in any jurisdiction in which such an offer or solicitation is unlawful and is not for distribution in or into Canada, Japan, the United States or Australia (the 'Prohibited Territories'). The Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933 (as amended) or under the applicable securities laws of any state in the United States or any Prohibited Territory and, unless an exemption under such Acts or laws is available, may not be offered for sale or subscription or sold or subscribed directly or indirectly within the Prohibited Territories or for the account or benefit of any national, resident or citizen of the Prohibited Territories. The distribution of this announcement in other jurisdictions may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. The contents of this announcement are not to be construed as legal, financial or tax advice. If necessary, each recipient of this announcement should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice. Ludgate Investments Limited is regulated by the Financial Services Authority and is acting for Rotala plc and for no one else in connection with the Placing and will not be responsible to anyone other than Rotala plc for providing the protections afforded to customers of Ludgate Investments Limited, or for affording advice in relation to the Placing, the Future Placing or any other matters referred to herein. This information is provided by RNS The company news service from the London Stock Exchange

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