RGL offers to acquire Rotala Plc at the rate of 63.5 pence/share in cash

LONDON, UK: Rotala Group Limited (RGL) has reached on agreement to acquire Rotala Plc at the rate of 63.5 pence in cash/share valuing the entire issued and to be issued share capital of Rotala Plc at approximately £23.5 million.

Rotala Group Limited (RGL) is a private limited company formed specifically for the purpose of the acquisition. Following completion of the acquisition, RGL and Rotala will be directly and indirectly owned by the directors of RGL being Simon Dunn, Robert Dunn and John Gunn (the current Chief Executive, Managing Director – North West, and Non-Executive Chairman of Rotala respectively), the spouses of Simon Dunn and Robert Dunn, and Wengen Pension Plan.

RGL shareholders and their concert parties own or control 41.2 per cent of Rotala’s issued share capital.

Commenting on the acquisition, Simon Dunn, Director of RGL said: “We are excited about the opportunity for Rotala as a private company, without the regulatory and cost burdens associated with an AIM quotation, which will allow us to operate in a more agile way. We believe that the Acquisition also provides a much-needed liquidity event for Rotala Shareholders.”

Commenting on the acquisition, Graham Spooner, Deputy Chair and Senior Independent Director of Rotala, said: “The Rotala Independent Directors are pleased to recommend RGL’s offer of 63.5 pence in cash for each Rotala Share which represents a significant premium to both the Rotala Share price before commencement of the Offer Period and the Tender Offer price per share.”

Rotala was incorporated in England and Wales on 21 January 2005 as a public company limited by shares with the name Rotala PLC and admitted to trading on AIM as a cash shell on 29 March 2005.

On 30 August 2005 Rotala acquired inter alia Flights Hallmark Limited and Flight Corporate Transfers Limited by way of a reverse takeover pursuant to the AIM Rules and its shares were re-admitted to trading on AIM.

Rotala provides a range of transport solutions for businesses, local authorities, the public and private individuals. Rotala has grown through acquisitions and amalgamation of local coach and bus operations and is now one of the largest operators in its chosen geographical locations, being the West Midlands and Worcestershire, the East Midlands, the North West and the London areas.

Rotala has the following subsidiaries:

  1. Diamond Bus (East Midlands) Limited;
  2. Diamond Bus Limited;
  3. Diamond Bus Company Holding Limited (intermediate holding company only);
  4. Diamond Bus (North West) Limited;
  5. Hallmark Connections Limited;
  6. Preston Bus Limited;
  7. Shady Lane Property Limited (dormant);
  8. Hallbridge Way Property Limited;
  9. Rotala Shared Services Limited; and
  10. Flights Hallmark Limited (dormant).

The company continues to trade in line with its budget for FY23. In late September 2023, the Company transferred its commercial bus operations based at the Bolton depot to the incoming franchise operator, and at the same time commenced operating seven new small franchises in Greater Manchester which it was awarded in the first franchise bidding round.

The Company has been successful in the second round of franchise bidding in Greater Manchester, winning another small franchise, this time in the Oldham area.

This franchise will commence in March 2024 and is a five-year contract with annual revenues of approximately £1.5 million. Seven new buses have been ordered to operate these services at a cost of £1.4 million.

Elsewhere, the Company continues to work closely with its local authority partners in evaluating changes to the bus market, aligning services with current passenger loadings and likely future requirements. The Company is working particularly closely with those local authorities with approved Bus Service Improvement Plans. These authorities are now able to use those plans to support bus services in the short term with a view to creating sustainable long term commercial services.

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