REG - Rockpool Acq Plc - Interim Report for period to 30th September 2023
29/12/2023 09:00
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RNS Number : 1213Y Rockpool Acquisitions PLC 29 December 2023
Press release 29 December 2023
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 2023
Rockpool Acquisitions Plc (AIM: ROC), the Special 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 2023.
Overview
· The Company's shares remained suspended following the announcement on
15 November 2022 of the signing by the Company of heads of terms to acquire
the Amcomri Group Limited ("the Amcomri Group" or "Amcomri"), which is the
holding company of a fast-growing, acquisitive group of companies in the
engineering and manufacturing sectors.
· The Board had been hopeful that readmission would take place during
the period under review, but the target group has made a number of
acquisitions and they, combined with the time taken to undertake audits of the
target group, caused delays to the production of the readmission prospectus
and made that target unattainable. Readmission is now likely to be in the
second half of 2024, but that is subject to reaching agreement on revised
terms with the sellers of the Amcomri Group Limited.
· Reported loss of £(347,999) for the six-month period arising from
the costs of the Amcomri acquisition and preparing for the resulting
readmission, and from administrative expenses and loan interest payable.
Chairman's Statement
Throughout the period under review, the Company's shares remained suspended
following the announcement on 15 November 2022 of the signing by the Company
of heads of terms to acquire the Amcomri Group Limited, which is the holding
company of a fast-growing, acquisitive group of companies in the engineering
and manufacturing sectors. The board had been initially hopefully that the
acquisition and the readmission of the Company's shares would be achievable
during the period under review, if not by the end of March 2023.
Unfortunately, more time than anticipated was taken to undertake audits of the
historical financial information of the target group and further additions to
that group meant that the timetable was unattainable. After the end of the
period under review Amcomri requested that the timetable be extended to the
second half of 2024.
The delays and the requested timetable extension mean that, without raising
additional capital or receiving some form of support from the target company
or its sellers, the Company is now likely to have difficulty in meeting the
remaining costs anticipated to be incurred by it in relation to the
acquisition of the target and readmission. Discussions are now under way
about such support as well as revised terms for the acquisition. Those
discussions also encompass the revised timetable, but it is unlikely that the
acquisition will occur before the second half of 2024. Any such delay will,
no doubt, be a source of frustration for some of our shareholders, as the
Company's shares will remain suspended until that time, but the Board believes
that the size and profitability of the target group will mean that the outcome
for investors will be a positive one if the transaction can be completed.
In the half year to 30 September 2023 the Company made a loss of £347,999
(loss in the six months ended 30 September 2022: £77,746). The increase in
the loss is mainly attributable to the professional costs of undertaking
financial and legal due diligence on the target group, preparing and
negotiating agreements for the Amcomri acquisition, and preparing a prospectus
and other documentation for the resulting readmission. The remainder of the
losses are a result of maintaining the company's listing on the Main Market of
the London Stock Exchange, audit and legal expenses not related to the Amcomri
acquisition, administrative expenses and loan interest payable.
Outlook
As noted above, progress towards completing the acquisition of the Amcomri
group and readmission has been slower than had been anticipated and this has
resulted in a greater than expected drain on the Company's cash reserves. As
noted above, it is unlikely that the Company will be able to complete these
goals without either raising additional funds or receiving financial support
from the sellers of the Amcomri Group. Alternatively, or additionally, the
negotiation of new terms with some or all of the Company's professional
advisers may be required, which may involve them postponing payment of fees
and/or taking shares in the Company in lieu of cash payments for fees in the
event that the transactions did not complete in certain circumstances.
The Board would like to thank shareholders, advisers and others for their
continued support and patience during the period under review.
Richard Beresford
Non-executive Chairman, 28 December 2023
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 and cash flows 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
28 December 2023
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 (http://rockpoolacquisitions.plc.uk)
Richard Beresford, Non-Executive Chairman
Abchurch (Financial PR)
Abchurch Communications Tel: +44 (0)20 7459 4070
Julian Bosdet +44 (0)7771 663 886
Julian.bosdet@abchurch-group.com (mailto:Julian.bosdet@abchurch-group.com) www.abchurch-group.com (http://www.abchurch-group.com)
Condensed Statement of Comprehensive Income
6 months to 6 months to
30 September 2023 30 September 2022
Note Unaudited Unaudited
£ £
Revenue - -
Administration expenses (347,759) (77,381)
Operating Loss (347,759) (77,381)
Finance expense (240) (365)
Loss before tax (347,999) (77,746)
Tax - -
Loss for the period (347,999) (77,746)
Total Comprehensive Income for the period attributable to the owners of the (347,999) (77,746)
parent company
Loss per share (pence) 7 (2.7) (0.6)
The notes are an integral part of these condensed interim financial
statements.
Condensed Statement of Financial Position
Note 30 September 31 March
2023 2023
Unaudited Audited
£ £
ASSETS
Current assets
Trade and other receivables 8 33,141 51,151
Cash and cash equivalents 319,577 672,558
Total assets 352,718 723,709
EQUITY
Capital and reserves attributable to owners of the Company
Share capital 636,250 636,250
Share premium 461,250 461,250
Retained deficit (833,324) (485,325)
Total equity 264,176 612,175
LIABILITIES
Current liabilities
Trade and other payables 9 70,502 91,072
Corporation Tax - -
Borrowings 10 6,000 6,393
Total current liabilities 76,502 97,465
Long Term liabilities
Borrowings 10 12,040 14,069
Total Long Term liabilities 12,040 14,069
Total Equity and Liabilities 352,718 723,709
The notes are an integral part of these condensed interim financial
statements.
Condensed Statement of Changes in Equity
Attributable to owners of the Company
Share Capital Share Premium Retained earnings Total
£ £ £ £
Unaudited Unaudited Unaudited Unaudited
636,250 461,250 (485,325) 612,175
- - (347,999) (347,999)
- -
- - (347,999) (347,999)
636,250 461,250 (833,324) 264,176
636,250 461,250 (188,236) 909,264
- - (77,746) (77,746)
- - - -
- - (77,746) (77,746)
- - - -
636,250 461,250 (265,982) 831,517
The notes are an integral part of these condensed interim financial
statements.
Condensed Statement of Cash Flows
6 months to 6 months to
30 September 2023 30 September 2022
Unaudited Unaudited
Cash flow from operating activities £ £
Loss for the period (347,999) (77,746)
Adjustments for
Interest expense 240 365
Changes in working capital:
Decrease/(Increase)in trade and other receivables 18,010 (4,167)
Decrease in trade and other payables (20,569) (160,147)
Net cash outflows from operating activities (350,318) (241,695)
Cash flows from financing activities
Decrease in borrowings (2,663) (65,592)
Net cash outflows from financing activities (2,663) (65,592)
Net decrease in cash and cash equivalents (352,981) (307,287)
Cash and cash equivalents at beginning of the period 672,558 1,206,254
Cash and cash equivalents at end of the period 319,577 898,967
The notes are an integral part of these condensed interim financial
statements.
Explanatory Notes to the unaudited Interim Financial Statements
1. Basis of preparation
The Interim Report for the six months ended 30 September 2023, 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
2023 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 (UK-adopted IFRS). These unaudited interim financial statements
should be read in conjunction with the report and financial statements for the
year ended 31 March 2023.
2. Cyclicality
The interim results for the six months ended 30 September 2023 are not
necessarily indicative of the results to be expected for the full year ending
31 March 2024. Due to the nature of the entity, the operations are not
affected by seasonal variations at this stage. The Company's principal
activity during the period continues to be a Special Purpose Acquisition
Company based in Northern Ireland. The company was formed to undertake an
acquisition of a company or business headquartered in Northern Ireland with a
valuation of up to £20 million. The Company's shares are currently suspended
from trading and from the Official List as a result of the announcement made
on 15(th) November 2022.
3. Financial Information
The Interim Report for the period 1 April 2023 to 30 September 2023 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 Financial Reporting Council (FRC). 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 Section 434
of the Companies Act 2006. Statutory financial statements for the year ended
31 March 2023 were approved by the Board of Directors on 31 July 2023. The
auditor's report on those financial statements was unqualified and did not
contain any statement under Section 498 of the Companies Act 2006. The
financial statements are available at the Companies Registrar.
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 2023, which are as follows. 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:
Business Strategy
The Company has no operating history (other than the provision of consultancy
services) and has not yet acquired a business. The Company may not be able to
complete the acquisition of the Amcomri Group in a timely manner or at all,
and if it does not it may not be able to find a suitable alternative target
and/or meet the costs of acquiring an alternative target business or fund the
operations of such an alternative if it does not obtain additional funding.
Due to the expiry of the transitional provisions in the Listing Rules
following the changes to the minimum market capitalisation requirements for a
Standard Listing, the Company may have to seek admission to an alternative
market, such as AIM, if it is not able to identify an alternative acquisition
of sufficient value. 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.
Funding an Acquisition
As noted, above, if the Company is unable to complete the acquisition of the
Amcomri Group, further funds may be needed in order to complete the
acquisition of an alternative target business once it has been identified. The
Company may therefore need to seek additional equity or debt financing to
complete a transaction and may be unsuccessful in attempting to do so.
Retention of Key Personnel
The Company is dependent on Directors to pursue the acquisition of the Amcomri
Group and manage the acquisition and readmission process and, if that
acquisition is not completed, 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). 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
Except as described below if applicable, the accounting policies applied in these interim financial statements are consistent with those of the annual report and financial statements for the year ended 31 March 2023, as described in those annual financial statements.
4. 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.
A number of new standards are effective from 1 January 2023 but they do not
have a material effect on the company's financial statements.
The directors do not expect that the adoption of standards and interpretations
effective for annual periods on or after 1 January 2024 will have a material
impact on the company financial statements.
Going Concern
The Company has cash resources which are currently sufficient to meet its
committed outgoings for a period of at least twelve months. In assessing the
basis of the going concern assumption, the Directors have considered budgets
and forecasts, expenditure commitments, and events that are known to the
business for a period of at least twelve months from the date of this report,
and have concluded that there is sufficient headroom available in making their
conclusions. As noted above, however, the Company would likely not be able
to complete the acquisition of Amcomri group without raising additional
finance, receiving financial support of the target or its sellers, or
obtaining agreement from some or all of the Company's professional advisers to
postpone payment of fees or take shares in lieu of fees. The Company is,
however, in a position to terminate the Amcomri transaction with limited or no
financial exposure to the sellers if such support, additional finance, and /
or agreements were not to be forthcoming. The Company therefore continues to
adopt the going concern basis in preparing the Interim Report for the period
ended 30 September 2023.
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.
5. 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. The Company has not traded in the period and therefore there is no
revenue.
6. Dividends
No dividend has been declared or paid by the Company during the six months
ended 30 September 2023 (six months ended 30 September 2022: £ nil).
7. Loss per share
The calculation of loss per share is based on the loss for the six-month
period to 30 September 2023 from continuing operations of £(347,999) divided
by the number of ordinary shares in issue during the period of 12,725,003.
There are no potential dilutive shares in issue.
8. Trade and other receivables
30 September 2023 31 March 2023
£ £
VAT 20,931 38,941
Other receivables - Prepayments 12,210 12,210
Total 33,141 51,151
The fair value of all receivables is the same as their carrying values stated
above. All trade and other receivables are denominated in Sterling.
At 30 September 2023 all receivables were fully performing, and therefore do
not require impairment. There has been no expected credit loss recognised for
either period presented above.
The maximum exposure to credit risk at the reporting date is the carrying
value mentioned above.
9. Trade and other payables
30 September 2023 31 March 2023
£ £
Trade Payables 2,878 45,072
Accruals 67,624 46,000
Total 70,502 91,072
10. Borrowings
30 September 2023 31 March 2023
£ £
Danske Bank COVID Bounce Back Loan 18,040 20,463
Total 18,040 20.463
30 September 2023 31 March 2023
£ £
Current Liability 6,000 6,393
Non-current Liability 12,040 14,069
Total 18,040 20,463
Bank Borrowings
COVID Bounce Back Loan: Bank borrowings comprise a Bounce Back Loan Scheme
loan from Danske Bank received in July 2020 for £30,000, 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 £812.40.
The fair value of current borrowings equals their carrying amount.
The carrying amounts of the Company's borrowings are denominated in pound
sterling.
11. 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 £12,000 per annum for the provision of M Irvine's services. A total of
£6,800 (30 September 2022: £7,200) was charged to the Company by Cordovan
during the period inclusive of VAT, of which £2,000 remains outstanding at
the period end. R A D Beresford is entitled to a director's fee of £12,000
per annum for the provision of his services. A total of £6,600 (30 September
2022: £6,000) was charged to the Company during the period, of which £3,000
remains outstanding at the period-end. Neil Adair is entitled to a director's
fee of £12,000 per annum for the provision of his services. A total of
£6,800 (30 September 2022: £7,200) was charged to the Company by Neil Adair
during the period inclusive of VAT, of which £ 2,000 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 £164,746 (30 September 2022: £19,536) 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 2023 amounted to £23,624 (30
September 2022: £1,864).
12. Ultimate controlling party
The Directors who are listed in this report consider there to be no ultimate
controlling party as at 30 September 2023.
13. Events after the reporting date
There have been no events after the reporting date of a material nature.
14. Approval of the Interim Report
The Interim Report, which includes the interim financial statements, were
approved by the Board of Directors on 28 December 2023.
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 (http://rockpoolacquisitions.plc.uk)
Richard Beresford, Non-Executive Chairman
Abchurch (Financial PR)
Abchurch Communications Tel: +44 (0)20 7459 4070
Julian Bosdet +44 (0)7771 663 886
Julian.bosdet@abchurch-group.com (mailto:Julian.bosdet@abchurch-group.com) www.abchurch-group.com (http://www.abchurch-group.com)
- Ends -
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