The management of Rotala PLC made an offer to acquire the remaining 62.41% stake in Rotala PLC (AIM:ROL) for £12.3 million on September 19, 2023. The management of Rotala PLC reached agreement to acquire the remaining 62.41% stake in Rotala PLC (AIM:ROL) on November 16, 2023. As per the terms, the offer price per share is £0.635. The offer is made by Chief Executive Simon Dunn, Managing Director - North West Bob Dunn, and Non-Executive Chair John Gunn. The Director Offerors, together with their concert parties, currently hold 11,661,434 ordinary shares, representing approximately 37.59 per cent. of the Company's issued share capital. 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 has been formed to consider the Possible Offer. As on October 17, 2023, PUSU deadline has been extended to November 14, 2023. As on November 14, 2023, PUSU deadline has been extended to December 12, 2023. As on November 20, 2023, In addition, RGL has received irrevocable undertakings from each of Nigel Wray, Susan Tobbell, Peter Phillips, David Poutney and Vivienne Poutneyto vote in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting, RGL exercises its right to implement the Acquisition by way of a Takeover Offer, in respect of 5,983,657 Rotala Shares representing, in the aggregate, approximately 19.3%. of the Ordinary Share Capital on the Latest Practicable Date and approximately 32.8% of the Rotala Shares eligible to vote at the Court Meeting. The percentage of Scheme Shares eligible to vote at the Court Meeting is based on 18,237,564 Scheme Shares, being 31,021,784 Rotala Shares in issue, less 6,601,398 Rotala Shares owned or controlled by the RGL Shareholders and 6,182,822 Rotala Shares owned or controlled by the Concert Parties. The Rotala Independent Directors, who have been so advised by Shore Capital as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. Accordingly, the Rotala Independent Directors intend to recommend unanimously that Rotala Shareholders vote in favor of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting. The Scheme is expected to become Effective in the first quarter of 2024. The transaction is subject to the approval of the Scheme by a majority in a number of the Scheme Shareholders presentand voting (and entitled to vote), either in person or by proxy, at the Court Meeting; the resolution(s) required to approve and implement the Scheme, as set out in the notice of the General Meeting; and the sanction of the Scheme by the Court. Prior to the Scheme becoming Effective, it is intended that an application will be made to the London Stock Exchange for the cancellation of the admission to trading of the Rotala Shares on AIM, such cancellation to be conditional on the Scheme becoming Effective, and to take effect on and from or shortly after the Effective Date. The last day of dealings in Rotala Shares is expected to be the Business Day prior to the Effective Date. On January 4, 2024, the Scheme was approved by the requisite majorities of Scheme Shareholders at the Court Meeting and the Special Resolutions in connection with the implementation of the Scheme were passed by the requisite majorities of Rotala Shareholders at the General Meeting. The boards of Rotala and RGL are pleased to announce that, earlier today, the High Court of Justice in England and Wales made an order sanctioning the Scheme and Scheme will become Effective upon the delivery of a copy of the Court Order to the Registrar of Companies, which is expected to occur on January 17, 2024.

Shore Capital and Corporate Limited acted as a financial advisor and Penningtons Manches Cooper LLP is acting as a legal adviser to Rotala. KPMG is acting as financial adviser to the management of Rotala (RGL) and Shoosmiths LLP is acting as legal adviser to the management of Rotala (RGL).


The management of Rotala PLC completed the acquisition of a 62.41% stake in Rotala PLC (AIM:ROL) on January 17, 2024. The MBO was carried out through rolled over equity from key management and investors and a £2.1 million funding package from HSBC UK.