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.

FOR IMMEDIATE RELEASE

19 September 2023

Rotala PLC
("Rotala", the "Company" or the "Group")

Announcement regarding possible offer

The Company announces that it has 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"). 

The 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") and would be made for the entire issued and to be issued share capital of Rotala which the Director Offerors (and their spouses and certain personal pension plans) do not already own (the "Possible Offer"). 

The Director Offerors, together with their concert parties, currently hold 11,661,434 ordinary shares of 25 pence each in the capital of the Company ("Ordinary Shares"), representing approximately 37.59 per cent. of the Company's issued share capital.

As a result of the approach, 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"), has been formed to consider the Possible Offer.

The Proposal, if it were to proceed to the announcement of a firm intention to make an offer pursuant to Rule 2.7 of the Code, is subject to the satisfaction or waiver of several pre-conditions, including the satisfactory completion of due diligence and finalisation and documentation of financing for the Possible Offer. There can be no certainty that an offer will be made, even if the pre-conditions referred to above are satisfied or waived. Accordingly, shareholders are advised to take no action at this time. 

The Independent Directors have indicated to the Director Offerors that they would be minded to recommend the Possible Offer to Rotala shareholders, should a firm intention to make an offer pursuant to Rule 2.7 of the Code be announced on the terms set out above. The Independent Directors and their advisers are continuing their discussions with the Director Offerors and their advisers to progress the Proposal.

In accordance with Rule 2.5 of the Code, the Potential Offeror reserves the right to make an offer for Rotala on less favourable terms than those set out in this announcement: (i) with the agreement or recommendation of the Independent Directors; (ii) if a third party announces a firm intention to make an offer for Rotala which, at that date, is at a value less than the value implied by the Proposal; or (iii) following the announcement by Rotala of a Rule 9 waiver pursuant to of the Code. The Potential Offeror reserves the right to: (i) waive, in whole or in part, any pre-condition to the announcement of a firm intention to make an offer pursuant to Rule 2.7 of the Code; (ii) introduce other forms of consideration; and (iii) vary the form or mix of the consideration set out above. The Potential Offeror also reserves the right to adjust the terms of the Proposal to take account of the value of any dividend or other distribution which is announced, declared, made or paid by Rotala after the date of this announcement.

Following the release of this announcement, the Company is now considered to be in an "offer period" as defined in the Code, and the dealing disclosure requirements listed below now apply.

In accordance with Rule 2.6(a) of the Code, the Potential Offeror is required, by not later than 5.00 p.m. on 17 October 2023, either to announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce 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 extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

This announcement of the Possible Offer is not an announcement of a firm intention to make an offer under Rule 2.7 of the Code and has been made with the agreement and approval of the Director Offerors.

A further announcement will be made in due course, as appropriate.

Enquiries:

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.

Relevant securities in issue

In accordance with Rule 2.9 of the Code, the Company confirms that, as at close of business on 18 September 2023, its issued share capital consisted of 31,021,784 Ordinary Shares excluding 5,910,000 Ordinary Shares held in treasury, with ISIN GB00B1Z2MP60, which carry voting rights of one vote per share.

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 20 September 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.