REG - Rockpool Acq Plc - Expiry of Listing Rules Transitional Arrangements

Rockpool AcquisitionsAnnouncement

01/12/2023 15:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231201:nRSA4505Va&default-theme=true

RNS Number : 4505V  Rockpool Acquisitions PLC  01 December 2023

 Press Release  1 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 as retained in UK law pursuant to the European Union
(Withdrawal) Act 2018 and as amended by the Market Abuse (Amendment) (EU Exit)
Regulations 2019 (SI 2019/310).  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")

Expiry of Listing Rules Transitional Arrangements

 

 

The minimum market capitalisation of a company seeking admission to the
Official List pursuant to Listing Rule 2.2.7R was increased from £700,000 to
£30 million with effect from 2 December 2021, subject to certain transitional
provisions that disapplied that increase to certain companies in certain
circumstances.  Those companies include shell companies that had a listing
immediately before 3 December 2021 and that make a complete submission for
eligibility review for listing and a prospectus review by 4pm on 1 December
2023 (the "SPAC Provisions").  The Company would meet the criteria for the
application of the SPAC Provisions and so could be admitted to listing with a
market capitalisation of £700,000 or more following a Reverse Take Over
("RTO") if it made the appropriate submissions to the FCA by 4pm today in
respect of that particular RTO.

 

As announced on 15 November 2022, the Company is proposing to acquire the
entire issued share capital of Amcomri Group Limited ("Amcomri") (the
"Acquisition").  The Acquisition, if completed, will constitute an RTO under
the Listing Rules.  Therefore, at the Company's request a suspension of its
listing pending either the issue of an announcement giving further details of
the RTO, the publication of a Prospectus, or an announcement that the RTO is
no longer in contemplation was granted on 15 November 2022.

 

Since that time, the Company and Amcomri have been working together to prepare
a prospectus, but it does not yet meet the "substantially complete"
requirement for making the first submission to the FCA.  As the Company will
therefore not be making an application for prospectus review and eligibility
review before the expiry of the SPAC Provisions, the minimum £30 million
market capitalisation requirement will apply to any application for
readmission whether following the Acquisition or any other RTO.

 

Amcomri has made a number of further acquisitions since 15 November 2022 and
the Board now expects that the market capitalisation of the Company on
readmission following a successful completion of the Acquisition will exceed
the minimum requirement of £30 million.  The Company now expects the
Acquisition to complete and an application for readmission to be made in the
second half of 2024.

 

 

The Company will make further announcements concerning the Acquisition and
preparation of the prospectus at the appropriate time.

 

For further information please contact:

 

 Rockpool Acquisitions Plc
 Mike Irvine, Non-Executive Director          mike@cordovancapital.com

                                              www.rockpoolacquisitions.plc.uk (http://www.rockpoolacquisitions.plc.uk/)
 Abchurch (Financial PR)
 Julian Bosdet            Tel: +44 (0)20 4594 4070

                          julian.bosdet@abchurch-group.com

 

 

-  Ends -

 

Notes:

 

Rockpool Acquisitions Plc, is a special purpose acquisition company formed to
undertake the acquisition of a company or business headquartered or materially
based in Northern Ireland or alternative transactions with suitable targets,
including those that may not have a direct connection with Northern Ireland.
 On 15 November 2022, it entered into heads of terms relating to the proposed
acquisition of the entire issued and to be issued share capital of Amcomri
Group Limited, the holding company of a fast-growing, acquisitive group of
quality UK Engineering and Manufacturing businesses.

 

The target group consists of SMEs acquired over the past five years in those
industrial sectors and has a wealth of experience in optimising business
performance.  The Group primarily provides a range of specialist engineering
and equipment services to the power, rail, petrochemical, process and
production electronics industries in the UK and Ireland.  Within these
sectors it offers a range of services and equipment to allow asset owners to
extend the operating life of key high value critical assets or associated
infrastructure.  More recently it has established a second focus area in
specialist printing in which it owns a further two operating companies.

 

-      Ends -

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  UPDBUBDDDBGDGXB