Etga Group Ltd.

Major Shareholding Notification • Sep 28, 2023

National Storage Mechanism | Additional information

RNS Number : 8932N

Rotala Group Ltd

28 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 Group Limited
(b)  Owner or controller of interests and short positions disclosed, if different from 1(a):        The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c)  Name of offeror/offeree in relation to whose relevant securities this form relates:        Use a separate form for each offeror/offeree	Rotala Plc
(d)  Is the discloser the offeror or the offeree?	OFFEROR
(e)  Date position held:        The latest practicable date prior to the disclosure	28 September 2023
(f)   In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?        If it is a cash offer or possible cash offer, state "N/A"	NO

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
	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 purchase/sell:	Nil		Nil
TOTAL:	Nil		Nil

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:	Nil
Details, including nature of the rights concerned and relevant percentages:	Nil

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:

Interests held by the Directors of the Offeror, their close relatives, personal pension schemes and related trusts in Rotala Plc are as follows:

Name	Relationship to Offeror	No. of ordinary shares in Rotala Plc	Percentage of total issued share capital (rounded)
Simon Dunn	Director of Offeror	839,276	2.70%
Karen Dunn	Spouse of Simon Dunn	987,920	3.18%
Anthony Scott Dunn	Brother of Simon Dunn and son of Robert Dunn	31,250	0.10%
Christian Dunn	Brother of Simon Dunn and son of Robert Dunn	26,500	0.08%
Robert Dunn	Director of Offeror	1,657,337	5.34%
Carol Dunn	Spouse of Robert Dunn	573,717	1.84%
Robert Dunn and Carol Dunn[1]	Director of Offeror and spouse of Robert Dunn	239,286	0.77%
Jack Dunn	Grandson of Robert Dunn and nephew of Simon Dunn	11,058	0.03%
John Gunn	Director of Offeror	960,441	3.09%
The Gunn Family Charitable Trust	Related trust of John Gunn	1,398,000	4.50%
Wengen Pension Plan	Pension plan with John Gunn as sole beneficiary	1,343,421	4.33%
The 181 Fund Limited	Company which is under the control of John Gunn and his close family members	1,702,443	5.48%
Renate Gunn (The Estate of)	Deceased spouse of John Gunn	1,922,035	6.18%
Total		11,692,684	37.69%

Note 1: Shares jointly held by Robert Dunn and Carol Dunn

Options held by the Directors of the Offeror and their close relatives in Rotala Plc under the Rotala Plc Share Option Scheme are:

Directors	Date of Grant	Date of Expiry	Exercise Price per Share	Number of Options in Rotala Plc
Simon Dunn	24/11/2014	23/11/2024	54p	900,000
16/03/2022	23/11/2024	25p	2,000,000
Robert Dunn	24/11/2014	23/11/2024	54p	615,000
16/03/2022	23/11/2024	25p	800,000
Jack Dunn	15/11/2021	23/11/2024	29p	200,000

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:	28 September 2023
###### Contact name:	Simon Dunn
###### Telephone number:	+44 (0) 121 322 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 +44 (0)20 7638 0129.

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

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