Rotala PLC Form 8 (OPD) Rotala PLC (5141N)

TIDMROL

RNS Number : 5141N

Rotala PLC

25 September 2023

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

   1.         KEY INFORMATION 
 
 (a) Full name of discloser:                                                                    Rotala PLC 
 (b) Owner or controller of interests and short positions disclosed, if different from 1(a):    N/A 
  The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), 
  settlor and beneficiaries must be named. 
                                                                                               ------------------ 
 (c) Name of offeror/offeree in relation to whose relevant securities this form relates:        Rotala PLC 
  Use a separate form for each offeror/offeree 
                                                                                               ------------------ 
 (d) Is the discloser the offeror or the offeree?                                               OFFEREE 
                                                                                               ------------------ 
 (e) Date position held:                                                                        25 September 2023 
  The latest practicable date prior to the disclosure 
                                                                                               ------------------ 
 (f) In addition to the company in 1(c) above, is the discloser making disclosures in respect   N/A 
  of any other party to the offer? 
  If it is a cash offer or possible cash offer, state "N/A" 
                                                                                               ------------------ 
 
   2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 
 Class of relevant security:                                                      Ordinary shares of 25 pence each 
                                                                                    Interests         Short positions 
                                                                              --------------------  ------------------ 
                                                                                  Number        %       Number      % 
                                                                              --------------  ----  -------------  --- 
 (1) Relevant securities owned and/or controlled:                                   Nil                  Nil 
                                                                              --------------  ----  -------------  --- 
 (2) Cash-settled derivatives:                                                      Nil                  Nil 
                                                                              --------------  ----  -------------  --- 
 (3) Stock-settled derivatives (including options) and agreements to                Nil                  Nil 
 purchase/sell: 
                                                                              --------------  ----  -------------  --- 
                                                                                    Nil                  Nil 
   TOTAL: 
                                                                              --------------  ----  -------------  --- 
 

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

   (b)        Rights to subscribe for new securities 
 
 Class of relevant security in relation to which subscription right exists:    None 
 Details, including nature of the rights concerned and relevant percentages:   None 
                                                                              ----- 
 
   3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE 
 
 Details of any interests, short positions and rights to subscribe (including directors' and 
  other employee options) of any person acting in concert with the party to the offer making 
  the disclosure: 
 3(a) Interests held by the directors of Rotala PLC and their close relatives and related 
  trusts (excluding options and awards which are set out in 3(b) below): 
                                                                     Percentage 
                                                Number ordinary    of issued share 
      Director               Position                shares            capital 
                     Non-Executive 
   Graham Peacock     Director                     2,275,075           7.33% 
                    -------------------------  ----------------  ----------------- 
                     Deputy Chair 
                      and Senior Independent 
   Graham Spooner     Director                      532,000            1.71% 
                    -------------------------  ----------------  ----------------- 
                     Group Finance 
   Kim Taylor         Director                      408,738            1.31% 
                    -------------------------  ----------------  ----------------- 
 
 
  3(b) Options and awards held by certain directors of Rotala PLC in ordinary shares issued 
  under the Rotala PLC 2005 Share Option Scheme (the "2005 Option Scheme"): 
                                      Number of 
                                       ordinary 
                                     shares under                Exercise 
     Date of         Name of         outstanding      Expiry       price 
      Grant        option holder       options         Date        (GBX) 
                    Kim Taylor 
                  (Group Finance 
                     Director) 
                   - 2005 Option 
   24/11/2014         Scheme           395,000      23/11/2024     54.0 
                -----------------  --------------  -----------  --------- 
             16/3/2022                 400,000                     25.0 
                                   --------------  -----------  --------- 
 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

   4.         OTHER INFORMATION 
   (a)        Indemnity and other dealing arrangements 
 
 Details of any indemnity or option arrangement, or any agreement or understanding, formal 
  or informal, relating to relevant securities which may be an inducement to deal or refrain 
  from dealing entered into by the party to the offer making the disclosure or any person acting 
  in concert with it: 
  Irrevocable commitments and letters of intent should not be included. If there are no such 
  agreements, arrangements or understandings, state "none" 
 
 
   None 
 
   (b)        Agreements, arrangements or understandings relating to options or derivatives 
 
 Details of any agreement, arrangement or understanding, formal or informal, between the party 
  to the offer making the disclosure, or any person acting in concert with it, and any other 
  person relating to: 
  (i) the voting rights of any relevant securities under any option; or 
  (ii) the voting rights or future acquisition or disposal of any relevant securities to which 
  any derivative is referenced: 
  If there are no such agreements, arrangements or understandings, state "none" 
 
 
   None 
 
   (c)        Attachments 

Are any Supplemental Forms attached?

 
 Supplemental Form 8 (Open Positions)   NO 
 Supplemental Form 8 (SBL)              NO 
                                       --- 
 
 
 Date of disclosure:    25 September 2023 
 Contact name:          Kim Taylor 
                       ------------------ 
 Telephone number:      0121 322 2222 
                       ------------------ 
 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .

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September 25, 2023 03:30 ET (07:30 GMT)