TIDMROC
RNS Number : 1447Z
Rockpool Acquisitions PLC
21 January 2022
Press release 21 January 2022
The information contained within this announcement is deemed by
the Company to constitute inside information stipulated under the
Market Abuse Regulation (EU) No. 596/2014. Upon the publication of
this announcement via the Regulatory Information Service, this
inside information is now considered to be in the public
domain.
Rockpool Acquisitions Plc
("Rockpool" or "the Company")
Termination of the proposed acquisition of Greenview Gas Limited
("Greenview"),
consideration of alternative reverse takeover transactions,
and application to lift suspension
In the Chairman's statement ("the Statement") that accompanied
the Company's report and financial statements for the year ended 31
March 2021, which was published on 30 September 2021, it was stated
that Board was considering whether and when to progress the
acquisition of Greenview, or whether, in light of certain issues
relating to pursuing the transaction, to abandon it in favour of
seeking an alternative acquisition.
In his Statement, the Chairman noted that the latter course
would only be feasible if a party were to be found who would be
willing to step into Rockpool's shoes to acquire Greenview and / or
refinance the debt which the Company is owed by Greenview (now
approximately GBP1.1m). The Board is pleased to announce that
Greenview has now entered into heads of terms with a third party
(introduced by the Company's corporate finance advisers, Cordovan
Capital Management Limited) for a transaction ("the Refinancing
Transaction") that would enable Greenview to make a payment to
Rockpool of GBP1.25m in order to terminate the acquisition of
Greenview by Rockpool and settle all of Greenview's liabilities to
the Company, which Greenview has indicated to the Company that it
would be willing to do.
In light of this, the Board has decided to pursue a termination
of the arrangement with Greenview on those terms. It is anticipated
that it should be possible to achieve this outcome and to have
received the GBP1.25m payment by the end of March 2022, if not
before.
This means that, should the proposed Refinancing Transaction
successfully complete on the timeline anticipated, and should
Greenview agree to the termination of the acquisition by Rockpool
on the terms indicated, the Company would be able, by March of this
year, to pursue an alternative acquisition with around GBP950,000
of cash at its disposal (having settled its outstanding
obligations). On the assumption that, as anticipated, the
consideration for such alternative acquisition would consist wholly
of new shares in the Company, that level of funding is anticipated
to be enough to cover the costs of making the alternative
acquisition and of the Company's subsequent readmission to the
market and leave it with funds for working capital.
The Board has already identified and is considering potential
alternative acquisition targets, and preliminary discussions have
been held regarding the terms of a potential deal with the
management of one of those. However, the Board recognises the level
of frustration that some of the Company's shareholders will likely
be feeling at the length of time that the Company has been
suspended and wants to ensure, not just that it can complete an
alternative transaction quickly, but that the transaction the
Company pursues offers the best possible returns to its
shareholders. The Board is therefore open to considering
alternative transactions with suitable targets, including those
that may not have a direct connection with Northern Ireland.
Targets would be considered that are active in any sector of the
economy and, whilst the Board would ideally like to acquire a
business that is already profitable at an EBITDA level, it is
willing to look at companies that are on the cusp of reaching
profitability, have the potential for rapid growth, and could
benefit from the access to capital markets that a transaction with
Rockpool would afford them. The Board would therefore welcome
approaches from target companies that meet these criteria.
In the meantime, it is the Board's intention to apply to the FCA
for the current suspension of the Company's shares to be lifted as
soon as the transaction with Greenview has been terminated, which,
as noted above, is anticipated to be achieved by the end of March.
If that application is successful, then trading in the ordinary
shares would recommence and continue until the Company announces
that it is pursuing a particular alternative reverse takeover
transaction.
Shareholders and potential target companies should note that the
recent change to the Listing Rules announced by the FCA in December
2021 that imposed a minimum market capitalisation of GBP30m on
companies coming to the Official List does not apply to Rockpool in
relation to its first reverse takeover, provided that it makes a
complete submission to the FCA for an eligibility review for
listing and a prospectus review relating to that reverse takeover
which does not lapse and is not withdrawn, prior to 4pm on 1
December 2023. The Company will therefore, following a reverse
takeover, be eligible to re-list with a market capitalisation of
GBP700,000 or more provided that it meets that timeframe.
As for the Company's own financial health, as the Chairman noted
in the Statement, its cash position is tight. The Company is
pleased to be able to say that it has since the date of the
Statement received a payment of GBP50,000 from Greenview as an
advance on the anticipated payment of the GBP1.25m mentioned above,
and that payment has enabled the Company to meet its most pressing
financial obligations. The Company remains grateful for the
continued support and understanding from its remaining creditors
pending receipt of the anticipated further payment from
Greenview.
The Board will update the market further as and when
necessary.
Ends -
For further information please contact:
Rockpool Acquisitions Plc
Mike Irvine, Non-Executive Director mike@cordovancapital.com
www.rockpoolacquisitions.plc.uk
Shard Capital (Broker)
Damon Heath / Erik Woolgar Tel: +44 (0)20 7186 9952
Abchurch (Financial PR)
Julian Bosdet Tel: +44 (0)20 4594 4070
julian.bosdet@abchurch-group.com
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END
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January 21, 2022 02:00 ET (07:00 GMT)
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