Placing of new shares

Rotala PLC 30 March 2006 Press Release 30 March 2006 Rotala plc ('Rotala' or 'the Company') Placing of new shares to raise £1,625,000; option to buy Birmingham freehold site; acquisition of the 'Central Liner' and 'Central Coachways' brand names and grant of options The Board of Rotala is pleased to announce that it has raised £1,625,000 (before expenses) in a placing with investors ('the Placing'). The funds will enable Rotala to complete its settlement with Central Parking System of U.K. Limited ('CPS'), to part finance the proposed acquisition of the freehold of its operational site in Birmingham, to acquire the 'Central Liner' and 'Central Coachways' brand names and to augment its working capital resources. Details of the Placing Rotala has conditionally placed 108,333,334 new ordinary shares of 1p each ('Ordinary Shares') ('the Placing Shares') at 1.5 pence each ('the Placing Price') to raise £1,625,000 (before expenses). The placing is being arranged by Ludgate Investments Limited ('Ludgate') with its clients. The Placing is conditional (inter alia) upon the admission to trading on AIM ('Admission') of the Placing Shares by 4 April 2006, or such later date as Ludgate and the Company may agree. Application has been made to AIM for such Admission. Before the Placing, the issued Ordinary Share capital amounted to 171,974,360 Ordinary Shares. After Admission the issued share capital will be 280,307,694 Ordinary Shares. The Placing Shares are equivalent to approximately 38.7% of the enlarged Ordinary Share capital. Certain Directors have participated in the Placing to the extent of 10,083,334 Placing Shares at the Placing Price amounting to £151,250. Details of the placing commitments and the interests of the Directors and their connected persons in the Ordinary Share capital of the Company as at Admission are set out below: Following the Placing Placing Shares at 1.5p Shares held % per share (excluding options) John Gunn * (1) 9,750,000 35,025,000 12.5 Nick Kennedy ** 333,334 2,846,227 1.0 * includes Mrs R. S. Gunn and Wengen Pension Plan ** includes Mr Kennedy's pension fund (1) John Gunn holds his shares through W B Nominees Ltd, as shown below. In addition, as a result of the Placing the Company is aware of the following persons (other than the Directors and their connected persons set out above) who will be significant shareholders (being holders (directly or indirectly) of more than 3 per cent. or more of the Company's issued Ordinary Share capital): Placing Shares at Following the Placing 1.5p per share Shares held % ODL Securities Limited 10,000,000 20,281,250 7.24 Ludgate 181 (Jersey) Ltd 5,000,000 16,431,042 5.86 W B Nominees Ltd (1) 24,363,335 125,197,435 44.66 Ludgate Investments Ltd 2,000,000 5,750,000 2.05 (1) includes the holding of John Gunn, as shown above. W B Nominees Ltd acts as bare nominee for underlying shareholders in respect of all the Ordinary Shares registered in its name. W B Nominees Ltd does not exercise any discretion over the said shareholdings or voting rights. As consideration for its services to the Company, Ludgate Investments Ltd will receive a fee of 5 per cent. of the total amount raised in the Placing and in addition will be granted warrants over 5,000,000 Ordinary Shares exercisable at 1.5 pence per Share within 5 years from the date of completion of the Placing. John Gunn, the Non-executive Chairman of Rotala is a shareholder in Ludgate Investments Ltd. He is also a Director and shareholder in Ludgate 181 (Jersey) Ltd. PURPOSE OF THE PLACING Rotala intends that the new funds will be used for the following three purposes: 1. Proposed acquisition of freehold of Rotala's Birmingham property Rotala and its subsidiaries (together the 'Rotala Group') have the opportunity of acquiring the freehold of its 4.5 acre site at Long Acre in Birmingham. This property comprises a large hardstanding for the parking of its fleet of coaches and chauffeur-driven cars, an extensive multi-bay maintenance and repairs building, large stores buildings for parts, an operations building and an office building. The Rotala Group has signed an option agreement with Geoffrey Flight and Frank Kenneth Flight (the vendors of the property) in return for an option fee of £100,000 (plus VAT) giving the Rotala Group the exclusive right to acquire the site by 24 April 2006. The proposed acquisition price for the freehold is estimated at £2 million, of which it is estimated that £500,000 would be payable in cash from Rotala's own resources and the balance expected to be financed by a bank loan. The acquisition of the freehold interest in the depot, if made, will give the Company control of its main operating base. This base offers extensive facilities to accommodate expansion of the Company's business. It possesses sufficient office and operational space to enable the group to benefit from the expected synergies to be derived from future acquisitions. It is expected that there will also be a small saving from the replacement of rent with mortgage interest payments. The acquisition of the freehold property may necessitate the approval of the shareholders of the Company pursuant to the Companies Act 1985 and if so a notice convening the necessary meeting will be dispatched to shareholders shortly. 2. Payment of final £270,000 of settlement On 30 December 2005, the Company announced that it had reached a settlement of potential claims by and between Rotala, CPS and certain former employees of CPS. As part of the settlement, the 46,666,667 existing Ordinary Shares held by Spritto Nominees Limited (as nominee for Stuart Lawrenson), were placed on behalf of CPS with investors at a price of 1.35 pence per share on 18 January 2006. Under the settlement Rotala is also required to make a payment of £270,000 to CPS, representing the balance of the amount owing to CPS derived from the services consumed by the Flights group of companies before their acquisition by the Company. This payment will complete the implementation of the settlement with CPS. 3. Acquire the 'Central Liner' and 'Central Coachways' brand names Rotala has conditionally agreed to acquire the 'Central Liner' and 'Central Coachways' brand names from Geoffrey Flight. Mr. Flight is a former owner of the Flights business and his father was an original founder of the business. He became a director of Flights Hallmark Ltd and Flights Corporate Transfers Ltd, subsidiaries of the Company, on 11 October 2005. The two brand names, in the view of the Board, present readily recognisable names in the public transport market, which is differentiated from the high-quality, dedicated transport service supplied by the Flights Hallmark brand. The brand names should therefore give the Company an established base upon which to add any acquisitions made in the bus market in the Birmingham area. The acquisition of the brand names is conditional on completion of the Placing. The consideration for the brand names is £250,000, which is payable in cash. Geoffrey Flight has agreed to participate in the Placing through the subscription for 8,333,333 Placing Shares at the Placing Price, equivalent to an investment of £125,000 and approximately 3.0% of the enlarged issued share capital. Rotala has also granted Geoffrey Flight an option to subscribe for a further 8,333,333 shares in Rotala at 1.5 pence per share, such option to expire on 30 June 2006. The Board of Rotala considers that the terms of the transactions described above are fair and reasonable insofar as the shareholders of the Company are concerned. 4. Augment working capital requirements The balance of the new funds will be used to augment the working capital resources available to the Company. CURRENT TRADING As announced on 10 January 2006, the acquired businesses incurred losses in the year ended 30 November 2005. After the acquisition of the Flights group of companies, it became clear that Rotala had inherited a number of unsatisfactory and uneconomic commercial arrangements which were problematic, and whose adverse effect will continue until they can be ended or re-negotiated. These underlying losses, though declining, are expected to continue in the year ending 30 November 2006 and it is expected that they will not finally be eradicated until the year ending 30 November 2007. It is intended that full provision for these onerous contracts will be made in the November 2005 accounts. Accordingly the losses of the acquired businesses are likely to be larger than originally anticipated, but the full provision should ensure that the accounts of future years will be largely free from these factors. The audit of the year to November 2005 will commence shortly and it is expected that Rotala will announce its results at the end of May 2006. The Board has worked hard to reduce costs and eliminate unprofitable activities, with the result that monthly losses have been reduced. Although the contract to operate the route for National Express Plc ended on 28 January 2006, the revenue from this contract of some £2m per annum has been replaced by equivalent revenue at significantly better margins with other customers largely within the airline sector. The Directors are actively seeking organic growth and the Company's efforts to win other new contracts are proving successful. Following the Placing, it is the Board's intention to purchase the freehold in Birmingham and to make the payment of the final £270,000 due to CPS. Rotala will thereby have fulfilled the remaining condition to its settlement with CPS. These steps will enable the Company to continue to develop its business free from the previous uncertainties and should allow it to concentrate on the original plans, formed at the time of the Company's flotation in March 2005, to create a substantial specialist transport group. The Directors are confident that the business model set out at that time remains valid and that the market opportunities set out in the flotation document continue to be available. GRANT OF OPTIONS The Board and the Remuneration Committee have decided that options over 15,000,000 shares should be granted to directors and senior staff. The options awarded to directors amount to 9,000,000 shares and are summarised below: Number of options Kim Taylor 4,000,000 John Gunn 3,000,000 Nick Kennedy 2,000,000 These options will each have an exercise price of 1.5 pence and they will become exercisable three years after the date of their grant. Contacts: Nick Fox at M Communications 020 7153 1540 Notes to Editors: The Company was admitted to trading on AIM on 29 March 2005, having been incorporated on 21 January 2005, to invest in the parking and transportation sectors. In the transport sector, the Board anticipated that opportunities would arise in the provision of bus services, chauffeur-drive services and integrated ground transportation. In the Company's admission document dated 11 March 2005 the Board stated its intention to complete the Company's first acquisition within six months of Admission and in August 2005 it agreed the acquisition of the Flights Group of companies. The Flights Group comprises three companies: Flights Hallmark, Flights Corporate Transfers and FH Transport. Flights Hallmark is a mature coach and bus business formed through the acquisition and amalgamation of a number of businesses. Its main activities include the provision of dedicated transport solutions for a range of corporate customers, the operation of various shuttle bus services and a substantial coach hire business. Flights Corporate Transfers operates chauffeur driven cars, particularly relating to transport to and from UK airports, for a range of airlines and airline-related customers. The third company, FH Transport, does not currently trade, but holds certain contracts with customers relating to the business operated by the other members of the Flights Group. ENDS This information is provided by RNS The company news service from the London Stock Exchange

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