TIDMROC
RNS Number : 6225Z
Rockpool Acquisitions PLC
26 January 2022
Press release 26 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")
Interim Report for the period ended 30 September 2021
Rockpool Acquisitions Plc (AIM: ROC), the S pecial Purpose
Acquisition Company ("SPAC") formed to undertake the acquisition of
a company or business headquartered or materially based in Northern
Ireland, announces its unaudited Interim Results for the six months
ended 30 September 2021.
Overview
-- The Company's mandate to seek, through its SPAC status, a
company or business headquartered or materially based in Northern
Ireland, progresses.
-- The Board remains confident that a transaction suitable for
shareholders will materialise despite the delay in and the
anticipated termination of the transaction previously proposed with
Greenview Gas - more below.
-- The Board is confident that the Listing suspension will be
lifted on the conclusion of the Greenview relationship.
-- The Company is seeking other targets through which it will
fulfil its mandate to its shareholders and has already identified
some possible targets.
-- Reported loss of GBP13,004 for the six-month period arising
from accrued loan interest income, administrative expenses and
accrued loan interest payable.
Chairman's Statement
Rockpool has been continuing its mandate to seek to acquire a
company or business headquartered or materially based in Northern
Ireland. In light of the decision to seek a termination of the
proposed transaction with Greenview Gas and the period of time that
has elapsed since the Company's admission to the market, the Board
has, however, as announced on 21 January, decided to broaden the
type of acquisition it will consider, to include businesses without
any direct connection with Northern Ireland.
In 2017 the Company identified Greenview Gas as a target
acquisition. However, progress was slower than anticipated as
regards the execution of the proposed transaction, primarily due to
the impact of COVID-19, and in the Chairman's 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 the Board was considering its options as regards
the acquisition of Greenview Gas.
In the 21 January announcement the Board stated that Greenview
Gas had 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 Gas to make a payment to
Rockpool of GBP1.25m in order to terminate the acquisition of
Greenview Gas by Rockpool and settle all of Greenview Gas's
liabilities to the Company, and that Greenview Gas had indicated to
the Company that it would be willing to do so.
In the light of this, as confirmed in the 21 January
announcement, the Board has decided to pursue a termination of the
arrangement with Greenview Gas 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 Gas 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 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. 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 Gas 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.
In the half year to 30 September 2021 the Company made a loss of
GBP13,004 (loss in the six months ended 30 September 2019 :
GBP5,887). The loss is attributable mainly to the administrative
expenses of the Company, together with interest payable on a loan
and the costs associated with maintaining its Standard Listing on
the London Stock Exchange, exceeded interest accruing during that
period on the loan made to Greenview Gas.
Outlook
As I noted in MY report in the financial statements for the year
ended 31 March 2021, Rockpool's 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 anticipated payment of
the GBP1.25m mentioned above , and that payment has enabled the
Company to meet its most pressing financial obligations. The Board
would like to thank shareholders, advisers and others for their
continued support and patience during 2021 and look forward to a
positive and, in all sorts of ways, better year ahead.
Richard Beresford
Non-executive Chairman, 26 January 2022
Responsibility Statement
We confirm that to the best of our knowledge:
-- the Interim Report has been prepared in accordance with
International Accounting Standards 34, Interim Financial Reporting,
as adopted by the United Kingdom ;
-- gives a true and fair view of the assets, liabilities,
financial position and loss of the Company;
-- the Interim Report includes a fair review of the information
required by DTR 4.2.7R of the Disclosure Guidance and Transparency
Rules, being an indication of important events that have occurred
during the first six months of the financial year and their impact
on the set of Interim financial statements; and a description of
the principal risks and uncertainties for the remaining six months
of the year; and
-- the Interim Report includes a fair review of the information
required by DTR 4.2.8R of the Disclosure Guidance and Transparency
Rules, being the information required on related party
transactions.
The Interim Report was approved by the Board of Directors and
the above responsibility statement was signed on its behalf by:
Richard Beresford
Non-executive Chairman
25 January 2022
For further information please contact:
Rockpool Acquisitions Plc
Mike Irvine, Non-Executive Director Tel: +44 (0)28 9044 6733
Neil Adair, Non-Executive Director http://rockpoolacquisitions.plc.uk
Richard Beresford, Non-Executive Chairman
Shard Capital (Broker)
Damon Heath / Erik Woolgar Tel: +44 (0)20 7186 9952
Abchurch (Financial PR)
Abchurch Communications Tel: +44 (0)20 7459 4070
Julian Bosdet +44 (0)7771 663 886
Julian.bosdet@abchurch-group.com www.abchurch-group.com
Interim Statement of Comprehensive
Income
6 months to 6 months to
30 September 30 September
2021 2020
Note
Unaudited Unaudited
GBP GBP
Revenue - -
------------------------------- ------- -------------- --------------
Administration expenses (58,507) (52,731)
=============================== ======= ============== ==============
Operating Profit /
(Loss) (58,507) (52,731)
=============================== ======= ============== ==============
Finance income 49,702 46,843
=============================== ======= ============== ==============
Finance expense (4,199) -
=============================== ======= ============== ==============
Profit / (Loss) before
tax (13,004) (5,887)
=============================== ======= ============== ==============
Tax
------------------------------- ------- -------------- --------------
Profit / (Loss) for
the period (13,004) (5,887)
=============================== ======= ============== ==============
Other Comprehensive - -
Income
Total Comprehensive Income for
the period (13,004) (5,887)
======================================== ============== ==============
Earnings/(Loss) per
share (pence) 5 (0.1) (0.05)
------------------------------- ------- -------------- --------------
Statement of Financial Position
30 September 31 March
2021 2021
Unaudited Audited
Note GBP GBP
------- ------------- -----------
ASSETS
------- ------------- -----------
Current assets
------- ------------- -----------
Trade and other receivables 6 1,174,782 1,122,803
------- ------------- -----------
Cash and cash equivalents 19,292 24,983
------- ------------- -----------
Total assets 1,194,074 1,147,786
------- ------------- -----------
EQUITY
------- ------------- -----------
Capital and reserves attributable
to owners of the Company
------- ------------- -----------
Share capital 636,250 636,250
------- ------------- -----------
Share premium 461,250 461,250
------- ------------- -----------
Retained deficit (235,455) (222,451)
------- ------------- -----------
862,045 875,049
------- ------------- -----------
LIABILITIES
------- ------------- -----------
Current liabilities
------- ------------- -----------
Trade and other payables 7 242,920 186,761
------- ------------- -----------
Borrowings 6,561 3,280
------- ------------- -----------
Long Term liabilities
------- ------------- -----------
Borrowings 8 82,549 82,696
------- ------------- -----------
Total Equity and Liabilities 1,194,074 1,147,786
------- ------------- -----------
Statement of Changes in Equity
Attributable to owners of
the Company
Share Share Premium Retained
Capital earnings Total
GBP GBP GBP GBP
Unaudited Unaudited Unaudited Unaudited
Balance as at 1 April 2021 636,250 461,250 (222,451) 875,049
================================ ============ ============== ========== ===============
Profit/(Loss) for period - - (13,004) (13,004)
Other comprehensive income - - - -
-------------------------------- ------------ -------------- ---------- ---------------
Total comprehensive income
for the period - - (13,004) (13,004)
-------------------------------- ------------ -------------- ---------- ---------------
Total transactions with owners - - - -
-------------------------------- ------------ -------------- ---------- ---------------
Balance as at 30 September
2021 636,250 461,250 (235,455) 862,045
Balance as at 1 April 2020 636,250 461,250 (186,374) 911,126
Profit/(Loss) for period - - (5,887) (5,887)
Other comprehensive income - - - -
Total comprehensive income
for the period - - (5,887) (5,887)
-------------------------------- ------------ -------------- ---------- ---------------
Total transactions with owners - - - -
Balance as at 30 September
2020 636,250 461,250 (192,261) 905,239
-------------------------------- ------------ -------------- ---------- ---------------
Statement of Cash Flows
6 months to 6 months to
30 September 2022 30 September 2021
Unaudited Unaudited
Cash flow from operating activities GBP
GBP
====================================================== =================== ===================
Profit/(Loss) for the period (13,004) (5,887)
======================================================= =================== ===================
Changes in working capital:
====================================================== =================== ===================
(Increase)/decrease in trade and other receivables (51,979) (45,881)
======================================================= =================== ===================
Increase/(decrease) in trade and other payables 59,293 5,372
------------------------------------------------------- ------------------- -------------------
Net cash flows from operating activities (5,690) (40,509)
------------------------------------------------------- ------------------- -------------------
Cash flows from financing activities
====================================================== =================== ===================
Borrowings - 82,860
------------------------------------------------------- ------------------- -------------------
Net cash flows from financing activities - 82,860
------------------------------------------------------- ------------------- -------------------
Net (decrease)/increase in cash and cash equivalents (5,690) 36,462
======================================================= =================== ===================
Cash and cash equivalents at beginning of the period 24,983 3,288
------------------------------------------------------- ------------------- -------------------
Cash and cash equivalents at end of the period 19,292 39,750
======================================================= =================== ===================
Notes to the unaudited Interim Financial Statements
1. Basis of preparation
The Interim Report, which includes the interim financial
statements has been prepared in accordance with International
Accounting Standard 34 'Interim Financial Reporting'. The unaudited
interim financial statements for the six months ended 30 September
2021 have been prepared on a going concern basis in accordance with
Disclosure Guidance and Transparency Rules of the Financial Conduct
Authority, using the recognition and measurement principles of
UK-adopted International Accounting Standards .
Cyclicality
The interim results for the six months ended 30 September 2021
are not necessarily indicative of the results to be expected for
the full year ending 31 March 2022. Due to the nature of the
entity, the operations are not affected by seasonal variations at
this stage.
2. Financial Information
The Interim Report for the period 1 April 2021 to 30 September
2021 is unaudited. This report has not been reviewed by the
company's auditors in accordance with the International Standard on
Review Engagements 2410 issued by the Auditing Practices Board. In
the opinion of the Directors the interim financial statements,
included in the Interim Report, for the period present fairly the
financial position, and results from operations and cash flows for
the period in conformity with the generally accepted accounting
principles consistently applied.
The Interim Report, which includes the interim financial
statements, set out above does not constitute statutory accounts
within the meaning of the Companies Act 2006. Statutory financial
statements for the year ended 31 March 2021 were approved by the
Board of Directors on 30 September 2021. The auditor's report on
those financial statements was unmodified.
Risks and uncertainties
During the period under review the principal risks and
uncertainties did not substantially change from those set out in
the audited financial statements for the year ended 31 March 2021,
but in light of recent developments the Directors consider that the
following are now the principal risks and uncertainties facing the
Company. It should be noted that the list is not exhaustive and
other risk factors not presently known or currently deemed
immaterial may apply. The risk factors are summarised below:
Cash resources
The Directors consider the principal risk for the Company to be
the maintenance of its cash reserves until Greenview is in a
position to pay the balance of the GBP1.25m payment anticipated to
be paid on completion of the termination of the acquisition of
Greenview by the Company, or is otherwise able to provide
additional funding to it. The continued support of its creditors
will be needed during that period.
Business Strategy
The Company has no operating history (other than the provision
of consultancy services to Greenview) and has not yet acquired a
business. If, as anticipated, the Greenview acquisition is
abandoned, the Company will need to identify and agree and complete
a suitable alternative transaction which it may not be able to do
in a timely manner or at all. If the Company acquires less than
either the whole voting control of, or less than the entire equity
interest in, a target company or business, its ability to influence
the strategy of the target may be limited and third-party minority
shareholders may dispute any strategy the Company may have decided
to pursue.
Changes to the Listing Rules
A recent change to the Listing Rules announced by the FCA in
December 2021 imposed a minimum market capitalisation of GBP30m on
companies coming to the Official List. This requirement 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. If it does not meet the timeframe then it will be
required to complete a reverse takeover that leaves it with a
market capitalisation which is greatly in excess of that
contemplated when the Company came to the market.
Repayment of Greenview Loan
The loan made by the Company to Greenview ("the Greenview
Loan"), currently amounting to approximately GBP1.1m including
accrued interest, was originally due for repayment on 30 June 2018.
The Company is not able to demand repayment of its loan or receive
interest payments without the consent of the current senior lender
to Greenview, Growth Lending.
It is now anticipated that the acquisition of Greenview by the
Company will be abandoned and the Company will receive the balance
of a GBP1.25m payment from Greenview which will include a
settlement of the amounts owing in respect of the Greenview Loan.
That payment will not be possible without the signing of
contractually binding documentation with the proposed third-party
buyer of Greenview and without the consent of Growth Lending. It is
anticipated that both these should be achievable and Growth Lending
have indicated that their consent is likely to be forthcoming, but
there remains a risk that the transaction will not complete.
If that were to happen then the Company would remain in a
position that it is not be able to seek to recover the Greenview
Loan without the consent of Growth Lending or until such time as
the Growth Lending facility had been repaid. In those
circumstances, whilst the board believes that Greenview would be
able to repay the Greenview Loan, the timing of such repayment
would be uncertain and there would remain a risk that Greenview
would be unable to pay the loan in a timely manner or at all.
Funding an Acquisition
If the proposed termination of the Greenview acquisition is not
achieved then further funds, in addition to the equity proceeds
raised on or before admission to the market, are needed in order to
complete the acquisition of Greenview. The Company needs to seek
additional equity or debt financing to complete that transaction,
and has not been successful in doing so to date. Even if the
Company decides, notwithstanding the inability to terminate the
transaction on the terms and within the timeframe currently
contemplated, that it would prefer not to complete the acquisition
of Greenview, it is very likely that it would only do so if
alternative sources of funds for Greenview were to be found in
order to enable the Greenview Loan to be repaid (which might well
also involve a refinancing of the Growth Lending debt). Even with
the repayment of the Greenview Loan in such circumstances, there is
a risk that the funds then available to the Company in order to
pursue an alternative acquisition target might be insufficient and
that the Company may be unable to secure the required funding from
equity investors or debt providers.
Retention of Key Personnel
The Company is dependent on Directors to assess potential
acquisition opportunities that have been identified by the
Directors or Cordovan Capital Management Limited (or any other
corporate finance adviser appointed in place of Cordovan) and to
execute acquisitions, and the loss of the services of any of the
Directors could materially adversely affect its ability to
implement its business strategy, thereby having a material adverse
effect on its financial condition and result of operations.
Accounting Policies
Critical accounting estimates and judgements
The preparation of the interim financial statements requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the end of the reporting
period. Due to the nature of the Company, the Directors do not
believe there to be any material critical accounting estimates and
judgements that were used in preparing these interim financial
statements.
Changes in accounting policy and disclosures.
There are no new standards or amendments to standards adopted
for the first time during the period which have had a material
impact on the Company .
Going Concern
The Company has limited cash resources which, due to the
continued support of advisers and directors in deferring or
forgoing fees and remuneration, are currently sufficient to meet
its expected outgoings in the period until which it is anticipated
that it can receive the balance of the GBP1.25m payment that is
expected from Greenview Gas Limited. The Company therefore
continues to adopt the going concern basis in preparing the Interim
Report for the period ended 30 September 2021.
Borrowings
Borrowings are recognised initially at fair value, net of
transaction costs incurred. Borrowings are subsequently carried at
amortised cost; any difference between the proceeds (net of
transaction costs) and the redemption value is recognised in the
income statement over the period of the borrowings, using the
effective interest method.
Fees paid on the establishment of loan facilities are recognised
as transaction costs of the loan to the extent that it is probable
that some or all of the facility will be drawn down. To the extent
that there is no evidence that it is probable that some or all of
the facility will be drawn down, the fee is capitalised as a
prepayment for liquidity services, and amortised over the period of
the facility to which it relates.
Borrowings are removed from the balance sheet when the
obligation specified in the contract is discharged, cancelled or
expired. The difference between the carrying amount of a financial
liability that has been extinguished or transferred to another
party and the consideration paid, including any non-cash assets
transferred or liabilities assumed, is recognised in profit or loss
as other income or finance costs.
Borrowings are classified as current liabilities, unless the
Company has an unconditional right to defer settlement of the
liability for at least 12 months after the end of the reporting
period.
3. Operating Segments
For the purpose of IFRS 8, the Chief Operating Decision Maker
"CODM" takes the form of the Board of directors. The Directors are
of the opinion that the business of the Company comprises a single
activity, being the identification and acquisition of target
companies or businesses in Northern Ireland or elsewhere. As such
the financial information of the segment is the same as that set
out in the statement of comprehensive income, the statement of
financial position, the statement of changes in equity and the
statement of cash flows.
4. Dividends
No dividend has been declared or paid by the Company during the
six months ended 30 September 2021 (six months ended 30 September
2020: GBPnil).
5. Earnings per share
The calculation of earnings per share is based on the loss for
the six-month period to 30 September 2021 from continuing
operations of GBP(13,004) divided by the number of ordinary shares
in issue during the period of 12,725,003.
There are no potential dilutive shares in issue.
6. Trade and other receivables
30 September 31 March 2021
2021
GBP GBP
Secured loan receivable 793,070 793,070
Accrued loan interest 377,208 327,505
Other receivables 4,504 2,228
Total 1,174,782 1,122,803
The fair value of all receivables is the same as their carrying
values stated above.
At 30 September 2021 all receivables were fully performing, and
therefore do not require impairment.
The maximum exposure to credit risk at the reporting date is the
carrying value mentioned above.
On 17 November 2017, the Company entered into a loan agreement
with Greenview Gas Ltd, a heating, gas, electrical and renewable
energy company registered in Northern Ireland, to provide a secured
loan facility of up to GBP793,000. The full amount under the
facility was drawn down by Greenview Gas Ltd. During the year ended
31 March 2019, the Company agreed to subordinate its loan to
Greenview Gas Ltd and the related security to the debt to Exworks
Capital Funds, L.P and to debt provided by another party ("together
the Senior Debt").
On 6 November 2020 the Senior Debt was repaid out of new
borrowings and the Company agreed to subordinate the security on
its loan to Greenview Gas Ltd to the new lender.
7. Trade and other payables
30 September 2021 31 March 2021
GBP GBP
Trade and other payables 207,558 151,399
Advance from Greenview Gas
Ltd 35,362 35,362
Total 242,920 186,761
8. Borrowings
30 September 2021 31 March 2021
GBP GBP
Director Loan 59,110 55,976
Danske Bank COVID Bounce
Back Loan 30,000 30,000
Total 89,110 85,976
30 September 2021 31 March 2021
GBP GBP
Current Liability 6,561 3,280
Non-current Liability 82,549 82,696
Total 89,110 85,976
Bank Borrowings
Bank borrowings comprise a Bounce Back Loan Scheme loan from
Danske Bank received in July 2020 for GBP30,000, repayable over 6
years at 2.5% per annum. There was a 12-month capital repayment
holiday and the Government cover the first year's interest up to a
maximum of GBP812.40.
Other loans
During 2020 the Company obtained a GBP50,000 secured loan
facility from the pension fund of director Mike Irvine. The
facility attracts interest at 10% per annum.
The fair value of current borrowings equals their carrying
amount.
The carrying amounts of the Company's borrowings are denominated
in UK Pounds.
9. Related party transactions
R Beresford, M Irvine and N Adair entered into letters of
appointment with the Company dated 7 July 2017 to act as
non-executive directors of the Company with effect from 21 March
2017. Cordovan Capital is entitled to a director's fee of GBP12,000
per annum for the provision of M Irvine's services. A total of
GBP7,200 (30 September 2020: GBP7,200) was charged to the Company
by Cordovan during the period inclusive of VAT, of which GBP7,200
remains outstanding at the period end. R A D Beresford is entitled
to a director's fee of GBP12,000 per annum for the provision of his
services. A total of GBP6,000 (30 September 2020: GBP6,000) was
charged to the Company during the period, of which GBP6,000 remains
outstanding at the period-end. Neil Adair is entitled to a
director's fee of GBP12,000 per annum for the provision of his
services. A total of GBP6,000 (30 September 2020: GBP6,000) was
charged to the Company during the period, of which GBP6,000 remains
outstanding at the period-end.
McCarthy Denning Limited, a company in which R A D Beresford is
Chairman and shareholder, has continued to provide legal services
to the Company during the period. R A D Beresford is also the sole
shareholder of Slievemara Consulting Limited, a company through
which he provides his services as a lawyer to McCarthy Denning.
Slievemara Consulting Limited is entitled to receive approximately
25 per cent of all fees received from the Company by McCarthy
Denning and, in addition, 50 per cent of any fees paid by the
Company to McCarthy Denning in respect of work that R A D Beresford
undertakes personally.
A total of GBPnil (30 September 2020: GBP7,174) was charged to
the Company during the period inclusive of VAT in respect of legal
services. The amount due to McCarthy Denning as at 30 September
2021 amounted to GBP33,151 (30 September 2020: GBP7,174).
10. Ultimate controlling party
The Directors consider there to be no ultimate controlling party
as at 30 September 2021.
11. Events after the reporting date
There have been no events after the reporting date of a material
nature.
12. Approval of the Interim Report
The Interim Report, which includes the interim financial
statements, were approved by the Board of Directors on 25 January
2022.
For further information:
Rockpool Acquisitions Plc
Mike Irvine, Non-Executive Director Tel: +44 (0)28 9044 6733
Neil Adair, Non-Executive Director http://rockpoolacquisitions.plc.uk
Richard Beresford, Non-Executive Chairman
Shard Capital (Broker)
Damon Heath / Erik Woolgar Tel: +44 (0)20 7186 9952
Abchurch (Financial PR)
Abchurch Communications Tel: +44 (0)20 7459 4070
Julian Bosdet +44 (0)7771 663 886
Julian.bosdet@abchurch-group.com www.abchurch-group.com
- Ends -
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IR VELFLLFLFBBF
(END) Dow Jones Newswires
January 26, 2022 02:00 ET (07:00 GMT)
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