REG - Rockpool Acq Plc - Final Results
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RNS Number : 9174G Rockpool Acquisitions PLC 30 April 2025
Press release 30 April 2025
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 which is part of domestic UK law pursuant to the Market
Abuse (Amendment) (EU Exit) Regulations (SI 2019/310) ("UK MAR"). 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")
Rockpool Acquisitions Plc (ROC), the Special Purpose Acquisition Company
("SPAC") whose shares are traded on the Main Market of the London Stock
Exchange, announces its audited financial statements for the period ended 31
December 2024. On 28 March 2025 the Company changed its year end to 31
December 2024 and therefore the period covered by the audited financial
statements is the 9 months from 1 April 2024 to 31 December 2024.
Highlights
· Generated profit before tax of £239,300 for the 9 month period (12
months to 31 March 2024 - loss £505,677), reflecting the recovery of costs in
relation to the abortive acquisition of Amcomri Group Limited.
· As at 31 December 2024 the Company had £429,294 of cash and cash
equivalents.
· On 18th December the Company announced that it had signed heads of
terms for a Reverse Takeover of European Lingerie Group AB ("ELG AB") to be
followed by Rockpool's re-admission to the Equity Shares (Commercial
Companies) category of the Official List, and the Main Market of the London
Stock Exchange.
· The ELG Group is a substantial group of companies with a long trading
history. In 2023 the group had a turnover of not less than €54m (circa
£44m) and adjusted EBITDA of not less than €2.1m (circa £1.7m)
(unaudited).
· As a result of the reverse takeover announcement trading in the
Company's ordinary shares was again suspended pending re-admission or
termination of the transaction.
· Completion of the transaction and re-admission is targeted for
December 2025, but may be subject to further delay.
Richard Beresford, Non-Executive Chairman said:
"We were delighted to announce the proposed transaction with European Lingerie
Group in December. We have since then made progress towards the consummation
of the transaction and achieving re-admission. We look forward to providing
shareholders with further updates."
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
Tel: +44 (0)20 3151 7008
Novella Communications
Tim Robertson / Safia Colebrook
ROCKPOOL ACQUISITIONS PLC
CHAIRMAN'S STATEMENT
I hereby present the annual report and audited financial statements for the
period ended 31 December 2024. Please note that on 28 March 2025 the board
decided to shorten the 2025 financial year so that it ended on 31 December
2024 and therefore the period covered by this annual report and audited
financial statements is the 9 months from 1 April 2024 to 31 December 2024.
During the shortened financial period, Rockpool Acquisitions PLC ("Rockpool"
or "the Company") realised a profit of £239,300 (March 2024 - loss
£505,677). The profit resulted from the recovery of costs in relation to the
abortive acquisition of Amcomri Group Limited ("Amcomri") (as to which see
below). As at 31 December 2024 the Company had £429,294 of cash and cash
equivalents.
During the early part of the period under review, on 24 April 2024, the
Company announced that the Amcomri shareholder group led by Amcomri Holdings
Limited were withdrawing from the proposed acquisition by Rockpool of
Amcomri. No written explanation was ever given by them for this decision
however conclusions could be drawn from Amcomri's decision to pursue its own
independent IPO on AIM, the London Stock Exchange's recently much diminished
and shrinking junior market. As a result of that announcement trading in
Rockpool's shares recommenced on 30th April 2024.
The withdrawal of Amcomri was, obviously, a great disappointment to our Board,
not least because the Company and its advisers had spent a lot of time, effort
and money on the proposed transaction and the preparation of a prospectus for
re-admission to the Official List. This time and effort could have been better
expended identifying and pursuing an alternative transaction with parties that
were prepared to stand by their commitments. That initial disappointment was
exacerbated by the delay in Amcomri responding to Rockpool's request, pursuant
to the heads of terms with Amcomri, for re-imbursement of the costs that it
had incurred, and Amcomri's subsequent refusal to re-imburse the full amount
that the Board felt the Company was entitled to. Rather than resort to
litigation to recover the full amount, with the uncertainty and costs that
court action would entail, the Board eventually accepted payment from Amcomri
of the sum of £452,500 in full and final settlement of Rockpool's claim for
£543,000.
Towards the end of the period under review, on 18th December 2024, the Board
were delighted to announce that it had signed heads of terms ("the Heads of
Terms") for the acquisition of European Lingerie Group, AB ("ELG AB"), a
company incorporated in Sweden ("the transaction") and for the proposed
re-admission ("the re-admission") of Rockpool's ordinary shares to the Equity
Shares (Commercial Companies) category of the Official List and to the Main
Market of the London Stock Exchange. As a result of that announcement trading
in the Company's ordinary shares was again suspended pending re-admission or
termination of the transaction.
In connection with the transaction and the re-admission, the Company is
preparing a draft prospectus ("the prospectus"). The decision to shorten the
financial year under review, and to change the Company's accounting reference
date to 31 December for subsequent periods, was taken in order to align them
with the financial year end of ELG AB and its group companies (together, "the
ELG Group") and thereby make both the presentation of historical financial
information in the Prospectus and the preparation of financial information for
the enlarged group for subsequent periods simpler and more readily
understandable.
ELG AB is currently the holder of 70% of the issued and to-be-issued share
capital of SIA European Lingerie Group ("ELG SIA") a company incorporated in
Latvia that is the parent company of a group of companies carrying on the
production, wholesaling and (to a limited extent currently) retailing of
intimate apparel as well as the production and wholesaling of fabrics used in
the production of intimate apparel. The ELG Group produces garments under
its own brands of Felina and Conturelle which have a high level of recognition
in its main markets in Germany and the Benelux, and Senselle which is sold
throughout the CIS region. It also supplies fabrics which are incorporated
into the garments made by a number of other leading brands, including Triumph
and Wacoal. ELG AB intends to acquire the remaining 30% of ELG SIA on or
before the completion of its acquisition by Rockpool.
ROCKPOOL ACQUISITIONS PLC
CHAIRMAN'S STATEMENT
The ELG Group is a substantial group of companies with a long trading history.
In 2023 the group had a turnover of not less than €54m (circa £44m) and
adjusted EBITDA of not less than €2.1m (circa £1.7m) (provisional figures
subject to final audit). The group is currently undertaking an asset
disposal, debt reduction and debt refinancing programme as well as engaging in
efficiency improvements and other initiatives which are targeted at improving
EBITDA further in 2025. ELG AB is also currently undertaking a pre-Reverse
Takeover fundraising ("the pre-RTO fundraising") and has appointed a broker
based in Asia to assist in that. The plan is also for the Company to raise
further funds by way of a placing ("the Placing") and a subscription
(together, "the re-admission fundraising") conditional on re-admission. The
Company is in the process of selecting a London-based broker to undertake the
Placing. The net proceeds of the pre-RTO fundraising will partly be used to
provide additional working capital for the ELG Group (current constraints on
working capital mean that it has a not-insignificant backlog of orders for its
lingerie from retailers). Part of the proceeds will be used to fund the
commencement of a new business initiative and to assist in regularising and
then refinancing the group's current senior debt facility which is technically
in default. A further part of the net proceeds of the pre-RTO fundraising
will be used to meet the costs that ELG AB is incurring in connection with the
transaction and to meet ELG AB's obligations to make monthly and other
payments to help Rockpool pay its own costs in relation to the transaction and
re-admission which it is currently not in a position to do without having a
negative impact on the business.
The proceeds of the re-admission fundraising will be used to facilitate the
launch or further development by ELG Group of new business initiatives, to
provide additional working capital and, potentially, meet some or all of the
costs of undertaking acquisitions.
I was particularly pleased that the Heads of Terms provide for a valuation of
10p per share for the Rockpool shares that are to be issued to the sellers of
ELG AB as the consideration for the transaction, if it is concluded. This
compares very favourably with their mid-market price of 2.85p at close on
Tuesday 17th December 2024, as well as with the valuation that the Amcomri
transaction would have placed on them (7.86p). The actual amount of the
consideration for the purchase of ELG AB will be agreed by Rockpool and the
sellers in light of the valuation at which the Company's brokers anticipate
being able to procure investors to subscribe for new ordinary shares in the
Placing.
The Company and its advisors have been working hard towards the aim of
completing the transaction and re-admission. Substantial progress has been
made towards the production of a first draft of the Prospectus and legal due
diligence has largely been completed. However, as set out in the
announcement of 18(th) December, the original goal had been to try and achieve
those aims within the first half of 2025, and if possible, prior to 29(th)
July 2025. If that deadline could have been achieved the Company should have
been able to avoid having to appoint a sponsor for Re-admission. As a result
of a number of factors, including the need for ELG Group to make further
progress with its current cost-saving and EBITDA-enhancing initiatives, and
for any proceeds coming from the pre-RTO fundraising to have a positive impact
on ELG AB's business, it has now been agreed with ELG AB that the original
timetable is no longer realistic and that, instead, completion of the
transaction and re-admission should be targeted for the later part of 2025,
and hopefully the early part of December. As a result, the Company will
almost certainly incur additional costs than would otherwise have been the
case due to having to appoint a sponsor for re-admission.
Outlook
As noted above, despite the change in timetable, progress has been made
towards the consummation of the transaction and achieving Re-admission. The
Board is, however, concerned that the pre-RTO fundraising may take longer than
hoped and if that is the case then meeting the new target deadline of early
December 2025 to complete the transaction, the re-admission fundraising and
re-admission may become difficult.
The Board would like to thank shareholders, advisers and others for their
continued support and patience during the period under review.
R A D Beresford
Non-Executive Chairman
30 April 2025
ROCKPOOL ACQUISITIONS PLC
BOARD OF DIRECTORS
Richard Anthony Delaval Beresford
Non-Executive Chairman
Richard Beresford is a corporate lawyer with over 30 years' experience in the
City of London, mostly with significant UK and US firms. He is co-founder and
chairman of next-generation law firm McCarthy Denning Limited which has over
75 lawyers. Richard has been involved in a number of different aspects of
corporate legal advice, including outsourcing, private mergers and
acquisitions, public equities and venture capital, as well as helping
establish, and raise money for, businesses in a number of sectors. He sits
on the boards of We Deliver Local Limited, which runs the quick commerce
grocery business, Beelivery, and GreenBank Capital Inc., an investment company
listed on the Canadian Securities Exchange.
Michael Hamilton Irvine
Non-Executive Director
Mike has over 20 years' experience in corporate finance, investment, and as
non-executive director. Mike is Founder and Managing Partner of Cordovan
Capital Management Limited having established the company in 2011. Cordovan is
a private equity investor and advises Cordovan Capital Partners II L.P., a
micro-cap private equity buy-out and growth fund. Mike is non-executive
director on a number of private company boards and a non-executive director of
Tribe Technology Plc which was previously listed on the AIM Market of the
London Stock Exchange.
Neil Robert Adair
Non-Executive Director
Neil Adair (FCA) has over 40 years' experience in corporate finance,
restructuring, corporate banking and C-suite operational business management
and currently has a number of non-executive director appointments,
predominantly within the UK bioenergy sector. Neil has originated and advised
upon (in his capacity as a Lender, Investor and Principal) very many corporate
and asset-based transactions with a combined value of over £2.5bn across a
broad range of sectors. In addition, Neil has undertaken a significant number
of corporate and personal insolvencies and restructurings over his 32 years as
a UK Licensed Insolvency Practitioner.
Presently, Neil is a co-founder, investor and director of RIADA Capital
Partners, a transformational private-equity investment and advisory firm,
which holds investments across a number of sectors.
ROCKPOOL ACQUISITIONS PLC
STRATEGIC REPORT
The Directors present their Strategic Report for the period ended 31 December
2024.
Business Review and Future Developments
Rockpool Acquisitions plc ("Rockpool" or "the Company") was incorporated on 21
March 2017 and on 12 July 2017 the Company's share capital was admitted to
what was then the Standard Segment of the Official List of the UK Listing
Authority and to the Main Market of the London Stock Exchange.
Rockpool was set up as a Special Purpose Acquisition Company ("SPAC") based in
Northern Ireland and was originally formed to undertake an acquisition of a
company or business headquartered or materially based in Northern Ireland. The
Board has since widened its geographic scope and to consider businesses based
elsewhere.
On 18th December 2024, the Company announced that it had signed heads of terms
("the Heads of Terms") for the acquisition of European Lingerie Group, AB
("ELG AB") ("the transaction") and for the proposed re-admission ("the
re-admission") of Rockpool's ordinary shares to the Equity Shares (Commercial
Companies) category of the Official List and to the Main Market of the London
Stock Exchange. As a result of that announcement trading in the Company's
ordinary shares was suspended pending re-admission or termination of the
transaction.
Performance of the Business and Position at the End of the Financial Period
The Company reported a profit of £239,300 for the period ended 31 December
2024 (31 March 2024 - loss of £505,677). This profit arose as the result of
the recovery of costs from Amcomri relating to the aborted acquisition of
Amcomri offset by the expenses of running the Company and drafting and
negotiating the Heads of Terms.
Net assets as at the period-end 31 December 2024 were £345,799 (31 March 2024
- £106,498), with £429,294 in cash balances held at that date (31 March 2024
- £240,819). Loans of £9,912 were outstanding at the period-end 31 December
2024 (31 March 2024 - £15,005).
Future developments
Pursuant to the Heads of Terms the Company is in the course of completing due
diligence on ELG AB and its group companies and has made substantial progress
in preparing a prospectus for publication in connection with the transaction
and the re-admission. ELG is currently undertaking a pre-RTO fundraising
("the pre-RTO fundraising") to deal with a shortage of working capital and to
rectify a default in its Group's debt facility. It is hoped that completion
of the transaction and re-admission will occur by early December 2025. The
Company hopes in the next 6 to 8 weeks to be able to announce the appointment
of a sponsor for the purposes of the re-admission as well as a broker (which
is likely to be part of the same group as the sponsor) for part of a
fundraising ("the re-admission fundraising") that is planned to be carried out
at the same time as and be conditional upon re-admission.
Key Performance Indicators ('KPIs')
The Board monitors the activities and performance of the Company on a regular
basis. The primary performance indicator applicable to the Company is Return
on Investment ("ROI"). Using ROI is not currently relevant because the Company
is yet to complete a corporate acquisition. As noted above, it remains the
intention of the Company to effect an acquisition in due course.
Given the current nature of the Company's business, the Directors are of the
opinion that the primary performance indicator applicable to the Company is
the completion of the planned RTO of a target company. The Directors are of
the view that given the straightforward nature of the Company, there are no
non-financial performance indicators at this time.
ROCKPOOL ACQUISITIONS PLC
STRATEGIC REPORT
Environmental and Social Matters
The Company does not currently trade and has no employees other than the
Directors. The Company has minimal environmental and social impact in its
current state. The Directors will ensure that when the Company makes an
acquisition, they have sufficiently considered the acquisition's potential
impact on both the environment and its consideration of social corporate
responsibilities and will ensure that appropriate safeguards are in place.
Analysis by gender at the end of the period
Directors Senior management Employees
Male 3 - -
Female - - -
Principal Risks and Uncertainties
The Company operates in an uncertain environment and is subject to a number of
risk factors. The Directors consider the following risk factors to be of
particular relevance to the Company's activities. 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, in the past, the provision
of consultancy services to a potential target) and has not yet acquired a
business. The Company may not be able to complete the acquisition of ELG AB 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. 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.
European Lingerie Group AB
ELG AB is suffering from a shortage of working capital, and its group is in
technical default of its main debt facility. ELG AB is carrying out the
pre-RTO fundraising partly in order to deal with both issues, but if that
fundraising fails to raise sufficient net proceeds, or if ELG AB is
unsuccessful in the other steps it is taking to reduce and refinance its debt,
it may not be able to continue in operation, or may lack funds to make the
required contributions to the costs being incurred by Rockpool in connection
with the re-admission and the transaction, or its ability to achieve the
levels of financial performance needed to make the re-admission fundraising a
success may be adversely affected, and, as a consequence, re-admission and
completion of the transaction may accordingly be delayed or abandoned.
Funding an Acquisition
As noted, above, if the Company is unable to complete the transaction, further
funds are likely to 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.
ROCKPOOL ACQUISITIONS PLC
STRATEGIC REPORT
Principal Risks and Uncertainties (continued)
Trade Wars and related uncertainties
The recent imposition of tariffs on goods imported into the United States of
America, is likely to lead to increased costs for the importers of the
Enlarged Group's products to that country, which in turn may adversely impact
the competitiveness of those products in that market and/or the freedom which
the Enlarged Group has in deciding the future location of its manufacturing
facilities or where it sources yarns, fabrics or manufactured products or to
which countries it outsources certain manufacturing processes. Whilst the
level of sales that the ELG Group makes to the US is currently relatively
limited, the imposition of tariffs by the US will have particular implications
for a new business division that ELG AB is intending to launch, and which was
intended to be initially focused on the US market. Furthermore, the current
dislocation of markets and international trade, and the uncertainties caused
by the maverick approach to policy making taken by the US President may lead
to a decline in economic growth or recessions in the US as well as markets
currently important to ELG Group which in turn may adversely affect the
enlarged Group's trading prospects.
Retention of Key Personnel
The Company is dependent on the Directors to pursue the acquisition of the ELG
AB and manage the acquisition and re-admission process and, if that
acquisition is not completed, to assess potential acquisition opportunities
that have been identified by the Directors. 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.
Section 172 Statement
Section 172 (1) of the Companies Act 2006 obliges the Directors to promote the
success of the Company for the benefit of the Company's members as a whole.
This section specifies that the Directors must act in good faith when
promoting the success of the Company and in doing so have regard (amongst
other things) to:
a. the likely consequences of any decision in the long term,
b. the interests of the Company's employees,
c. the need to foster the Company's business relationship with suppliers,
customers and others,
d. the impact of the Company's operations on the community and
environment,
e. the desirability of the Company maintaining a reputation for high
standards of business conduct, and
f. the need to act fairly as between members of the Company.
The Board of Directors is collectively responsible for formulating the
Company's strategy, which is to identify an acquisition of a company or
business which is profitable at the EBITDA level and, whilst, ideally, being
headquartered or materially based in Northern Ireland, could be based in any
region of the world.
The Board places equal importance on all shareholders and strives for
transparent and effective external communications, within the regulatory
confines of a main market listed company. The primary communication tool for
regulatory matters and matters of material substance is through the Regulatory
News Service, ("RNS"). The Company's website is also updated regularly and
provides further details on the business as well as links to helpful content.
The Directors believe they have acted in the way they consider most likely to
promote the success of the Company for the benefit of its members as a whole,
as required by Section 172 (1) of the Companies Act 2006.
This Strategic Report was approved by the Board of Directors on 30 April 2025
R A D
Beresford
Director & Company Secretary
ROCKPOOL ACQUISITIONS PLC
REPORT OF THE DIRECTORS
The Directors present their report and the audited financial statements for
the period ended 31 December 2024.
Principal Activity
Rockpool is a Special Purpose Acquisition Company based in Northern Ireland
whose shares were admitted to what was then the Standard Segment of the
official list and to trading on the Main Market on 12 July 2017. The Company
was formed to undertake an acquisition of a company or business headquartered
or materially based in Northern Ireland with a valuation of up to £20
million. It has now widened the search to consider companies based elsewhere
and with higher valuations.
Directors' Indemnities
There is no directors' indemnity insurance during the period ended 31 December
2024 (31 March 2024 - £Nil).
Events after the End of the Reporting Period
There have been no significant events since the end of the reporting period.
Dividends
No dividend was paid during the period (year ended 31 March 2024- £Nil) and
the Directors do not recommend payment of a final dividend (year ended 31
March 2024- £Nil).
Corporate Governance
As a Company listed on the Equity Shares (shell companies) category of the
Official List, the Company is not required to comply with the provisions of
the UK Corporate Governance Code.
The Company has chosen, so far as appropriate given the Company's size and the
constitution of the Board, to comply with the Corporate Governance Guidelines
for Small and Mid-Size Quoted Companies ("the Guidelines") published by the
Quoted Companies Alliance (QCA):
(http://www.theqca.com/shop/guides/143986/corporate-governance-code-2018.thtml).
The Company has deviated from the Guidelines in the following respects:
· Given the size of the Board and the Company's current size, certain
provisions of the Guidelines (in particular the provisions relating to the
composition of the Board and the division of responsibilities), are not being
complied with by the Company as the Board considers these provisions to be
inapplicable.
· Until a suitable acquisition is completed the Company will not have
separate risk, nomination or remuneration committees. The Board as a whole
will instead review risk matters, as well as the Board's size, structure and
composition and the scale and structure of the Directors' fees, taking into
account the interests of shareholders and the performance of the Company.
· The Board do not consider an internal audit function to be
necessary for the Company at this time due to the limited number of
transactions.
The Directors are responsible for internal control in the Company and for
reviewing effectiveness. Due to the size of the Company, all key decisions are
made by the Board. The Directors have reviewed the effectiveness of the
Company's systems during the period under review and consider that there have
been no material losses, contingencies or uncertainties due to weaknesses in
the controls. Details of the Company's business model and strategy are
included in the Chairman's Statement and Strategic Report.
ROCKPOOL ACQUISITIONS PLC
REPORT OF THE DIRECTORS
Corporate Governance (continued)
Composition and Role of the Board
The Board consists of Mike Irvine, Neil Adair and Richard Beresford and sets
the Company's strategy, ensuring that the necessary resources are in place to
achieve the agreed priorities. It is accountable to shareholders for the
creation and delivery of long-term shareholder value. To achieve this, the
Board directs and monitors the Company's affairs within a framework of
controls which enable risk to be assessed and managed effectively.
Board Meetings
Given the limited activities of the Company in the period under review, the
Board has met infrequently and conference calls are arranged to consider
matters which require decisions or discussions. Mike Irvine and Richard
Beresford are in frequent contact with each other to discuss any issues of
concern and strategic issues.
Conflicts of interest
A Director has a duty to avoid a situation in which he has, or can have, a
direct or indirect interest that conflicts, or possibly may conflict with the
interests of the Company. The Board has satisfied itself that there is no
compromise to the independence of those Directors who have appointments on the
Boards of, or relationships with, companies outside of the Company. The Board
requires Directors to declare all appointments and other situations which
could result in a possible conflict of interest.
Audit Committee
The Audit Committee reviews and reports to the Board on the effectiveness of
the system of internal control. Given the size of the Company and the relative
simplicity of the systems, the Board considers that there is no current
requirement for an internal control function. The procedures that have been
established are considered appropriate for a Company of its size. The Audit
Committee currently comprises Mike Irvine, who is the chair, and Neil Adair.
Carbon and Greenhouse Emissions
The Company currently has no trade, no employees other than the Directors and
does not have any dedicated office space, therefore the Company has minimal
carbon or greenhouse gas emissions and it is not practical to obtain emissions
data at this stage. It does not have responsibility for any emission-producing
sources under Companies Act 2006.
Directors and Directors' Interests
The Directors who held office during the period and to the date of approval of
these Financial Statements had the following beneficial interests in the
ordinary shares of the Company.
Ordinary shares Ordinary shares
31 December 2024 31 March 2024
No. No.
M H Irvine 1 1
R A D Beresford 437,501 437,501
N R Adair 125,001 125,001
Note: M H Irvine is the holder of 40% of the issued share capital of Cordovan
Capital Management Limited which is the beneficial owner of 125,000 ordinary
shares of the Company.
ROCKPOOL ACQUISITIONS PLC
REPORT OF THE DIRECTORS
Going Concern
The Directors, having made due and careful enquiry, are of the opinion that
the Company has adequate working capital to meet its obligations for at least
12 months from the date of these financial statements. The Directors therefore
have made an informed judgement, at the time of approving the financial
statements, that there is a reasonable expectation that the Company has
adequate resources to continue in operational existence for the foreseeable
future. As a result, the Directors have adopted the going concern basis of
accounting in the preparation of the annual financial statements.
Employees
The Company has no employees other than the Directors.
Substantial Interests
As at 31 December 2024, the Directors were aware of the following
shareholdings in excess of 3% of the Company's issued share capital.
Number of
% ordinary shares
JIM Nominees Limited 29.55 3,760,000
Hargreaves Lansdown (Nominees) Limited 11.21 1,425,964
Davycrest Nominees 8.64 1,100,000
May Dawn Services Limited 6.58 837,500
Mr. Stephen McClelland 6.58 837,500
Tobermore Concrete Limited 6.58 837,500
Mr. Mervyn McCall 3.93 500,000
Mr. Richard Beresford 3.44 437,501
Financial Risk Management
The Company has a simple capital structure and its principal financial asset
is cash. The Company has no material exposure to market risk and the Directors
manage its exposure to liquidity risk by maintaining adequate cash reserves.
Further details regarding risks are detailed in note 2(i) to the financial
statements.
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report and the
financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors have elected to prepare the
financial statements in accordance with UK-adopted international accounting
standards and applicable law. Under Company law the Directors must not approve
the financial statements unless they are satisfied that they give a true and
fair view of the state of affairs of the Company and of the profit or loss of
the Company for that year.
In preparing these financial statements, the Directors are required to:
· select suitable accounting policies and then apply them
consistently;
· make judgments and accounting estimates that are reasonable,
relevant and reliable;
ROCKPOOL ACQUISITIONS PLC
REPORT OF THE DIRECTORS
Statement of Directors' Responsibilities (continued)
· state whether applicable international accounting standards in
conformity with requirements of the Companies Act 2006 have been followed,
subject to any material departures disclosed and explained in the financial
statements;
· assess the company's ability to continue as a going concern,
disclosing as applicable, matters relating to going concern; and
· use the going concern basis of accounting unless they either intend
to liquidate the company, or to cease operations, or have no realistic
alternative to do so.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements and the Directors'
Remuneration Report comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and other
irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the United Kingdom governing the preparation and dissemination
of the financial statements may differ from legislation in other
jurisdictions.
The Directors consider that the report and financial statements, taken as a
whole, is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company's position, performance,
business model and strategy.
Each of the Directors, whose names and functions are listed on page 3, confirm
that, to the best of their knowledge:
· The Company financial statements, which have been prepared in
accordance with UK-Adopted IAS as permitted by the Companies Act 2006, give a
true and fair view of the assets, liabilities, financial position and loss of
the Company; and
· The Strategic Report includes a fair review of the development and
performance of the business and the position of the Company, together with a
description of the principal risks and uncertainties that it faces.
Provision of Information to Auditor
So far as each of the Directors is aware at the time this report is approved:
· there is no relevant audit information of which the Company's
auditor is unaware; and
· the Directors have taken all steps that they ought to have taken to
make themselves aware of any relevant audit information and to establish that
the auditor is aware of that information.
Auditors
The auditor, Grant Thornton (NI) LLP, will be proposed for reappointment in
accordance with Section 489 of the Companies Act 2006. Grant Thornton (NI)
LLP has indicated their willingness to continue in office as auditor. Approved
by the Board on 30 April 2025 and signed on its behalf by:
R A D Beresford, Director
ROCKPOOL ACQUISITIONS PLC
DIRECTORS' REMUNERATION REPORT
This remuneration report sets out the Company's policy on the remuneration of
non-executive Directors together with details of Directors' remuneration
packages and service contracts for the financial period ended 31 December
2024.
Until a material transaction is completed the Company will not have a separate
remuneration committee. The Board as a whole will instead review the scale and
structure of the Directors' fees, taking into account the interests of
shareholders and the performance of the Company and Directors. Following the
completion of a material transaction, the Board intends to put in place a
remuneration committee. The items included in this report are unaudited unless
otherwise stated.
Audited Information
Directors' Emoluments and Compensation
Set out below are the emoluments of the Directors for the period ended 31
December 2024.
A remuneration policy was adopted by the Board on 31 July 2018 and approved by
shareholders at the AGM held on 17 October 2018. The amounts paid were in
accordance with that policy and the rates of pay stated in the prospectus
issued in respect of the listing on 12 July 2017 have not been changed since
that date.
Name of Director Position 9 Months to 31 December 2024 12 months to 31 March 2024
Fees £ Fees £
R A D Beresford Non-Executive Chairman 9,000 12,000
M H Irvine Non-Executive Director 9,000 12,000
N R Adair Non-Executive Director 9,000 12,000
Total 27,000 36,000
The Directors who held office during the period and to the date of approval of
these Financial Statements had the following beneficial interests in the
ordinary shares of the Company.
Ordinary shares Ordinary shares
31 December 2024 31 March 2024
No. No.
M H Irvine 1 1
R A D Beresford 437,501 437,501
N R Adair 125,001 125,001
Note: M H Irvine is the holder of 40% of the issued share capital of Cordovan
Capital Management Limited which is the beneficial owner of 125,000 ordinary
shares of the Company.
Other Matters
The Company does not have any pension plans for any of the Directors and does
not pay pension contributions in relation to their remuneration (year ended
March 2024 - none). The Company has not paid out any excess retirement
benefits to any Directors (year ended March 2024 - none).
Unaudited Information
Service Agreements and Letters of Appointment
The Directors who served during the period have Service Agreements dated 7
July 2017. These agreements have been drawn up in line with the amounts stated
in the listing prospectus.
ROCKPOOL ACQUISITIONS PLC
DIRECTORS' REMUNERATION REPORT
Terms of Appointment
The services of the Directors, provided under the terms of agreement with the
Company are as follows:
Year of Number of years Date of current
Director appointment completed engagement letter
R A D Beresford 2017 7.75 7 July 2017
M H Irvine 2017 7.75 7 July 2017
N R Adair 2017 7.75 7 July 2017
In accordance with the above agreements the Directors are subject to 3 months'
notice periods and an annual review.
Remuneration Policy
In setting the policy, the Board has taken the following into account:
· the need to attract, retain and motivate individuals of a calibre
who will ensure successful leadership and management of the Company;
· the Company's general aim of seeking to reward all employees fairly
according to the nature of their role and their performance;
· remuneration packages offered by similar companies within the same
sector;
· the need to align the interests of shareholders as a whole with the
long-term growth of the Company; and
· the need to be flexible and adjust with operational changes
throughout the term of this policy.
Remuneration Components
Following a suitable transaction, the Board may re-consider the components of
Director Remuneration in future years. The current remuneration policy of the
Company is outlined below.
Future Policy Table
Element Purpose Policy Operation Opportunity and performance conditions
Executive Directors
Base salary To award for services provided The remuneration of Directors is based on the recommendations of the Chairman Paid monthly and will be reviewable following completion of a transaction and The total value of Directors' fees that may be paid is limited by the
and comparison with other companies of a similar size and sector. Any Director annually thereafter. Company's Articles of Association to £250,000 per annum.
who serves on any committee, or who devotes special attention to the business
of the Company, or who otherwise performs services which in the opinion of the
Directors are outside the scope of the ordinary duties of a Director, may be
paid such extra remuneration as the Directors may determine.
Pension N/A Not awarded N/A N/A
Benefits N/A Not awarded N/A N/A
Annual Bonus N/A None to be paid until after the completion of a transaction. N/A N/A
ROCKPOOL ACQUISITIONS PLC
DIRECTORS' REMUNERATION REPORT
Purpose Policy Operation Opportunity and performance conditions
Element
Share Options To be granted as appropriate in order to align the interests of shareholders To be granted as appropriate in order to align the interests of shareholders N/A To be determined
and Directors and Directors
Non-executive directors
Base salary To award for services provided The Board as a whole determines the remuneration of non-executive Directors Paid monthly and reviewable following the completion of a transaction and The total value of Directors' fees that may be paid is limited by the
based on the recommendations of the Chairman and comparison with other annually thereafter. Company's Articles of Association to £250,000 per annum.
companies of a similar size and sector. There is no element of remuneration
for performance. Any Director who serves on any committee, or who devotes
special attention to the business of the Company, or who otherwise performs
services which in the opinion of the Directors are outside the scope of the
ordinary duties of a Directors, may be paid such extra remuneration as the
Directors may determine.
Pension N/A Not awarded N/A N/A
Benefits N/A There is no element of remuneration for performance. N/A N/A
Share Options To be granted as appropriate in order to align the interests of shareholders To be granted as appropriate in order to align the interests of shareholders N/A To be determined
and Directors and Directors
Notes to the Future Policy Table
The Directors shall also be paid by the Company all travelling, hotel and
other expenses as they may incur in attending meetings of the Directors or
general meetings or otherwise in connection with the discharge of their
duties.
Consideration of Shareholder Views
The Board will consider shareholder feedback received and guidance from
shareholder bodies. This feedback, plus any additional feedback received from
time to time, is considered as part of the Company's annual policy on
remuneration.
Policy for New Appointments
Base salary levels will take into account market data for the relevant role,
internal relativities, the individual's experience and their current base
salary. Where an individual is recruited at below market norms, they may be
re-aligned over time (e.g. two to three years), subject to performance in the
role. Benefits will generally be in accordance with the approved policy. For
external and internal appointments, the Board may agree that the Company will
meet certain relocation and/or incidental expenses as appropriate.
Approved on behalf of the Board of Directors.
R A D Beresford
30 April 2025
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROCKPOOL ACQUISITION PLC
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Rockpool Acquisitions PLC
("Company"), which comprise the statement of comprehensive income, statement
of financial position, statement of changes in equity and statement of
cashflows for the period ended 31 December 2024, and the related notes to the
financial statements, including a summary of material accounting policies.
The financial reporting framework that has been applied in the preparation of
the financial statements is applicable law and UK-adopted international
accounting standards (UK-adopted IAS).
In our opinion, Rockpool Acquisitions PLC's financial statements:
· give a true and fair view in accordance with UK-adopted IAS of the
assets, liabilities and financial position of the Company as at 31 March 2024
and of its financial performance and cash flows for the period then ended; and
· have been properly prepared in accordance with the requirements of
the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) ('ISAs (UK)') and applicable law. Our responsibilities under those
standards are further described in the 'Responsibilities of the auditor for
the audit of the financial statements' section of our report. We are
independent of the Company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the United Kingdom,
including the FRC's Ethical Standard and the ethical pronouncements
established by Chartered Accountants Ireland, applied as determined to be
appropriate in the circumstances for the entity. We have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors'
use of going concern basis of accounting in the preparation of the financial
statements is appropriate. Our evaluation of the validity of the directors'
assessment of the Company's ability to continue to adopt the going concern
basis of accounting included:
· We discussed with management their budgeting process, assessing and
challenging the key assumptions used by management in prospective financial
information, namely budgets and forecasts which covered at least 12 months
from date of approval of financial statements. In particular we carried out an
analysis on the key assumptions within the model to determine the level of
working capital head room available for the Company under normal trading
conditions; and
· We compared budgeted financial results to actual financial results
for the current period to critically assess management's point of estimate;
and
· We reviewed post period end results and bank statements to verify
that there was no unusual or material cash outflows after the period end which
had not been considered as part of management's budget review.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Company's ability to continue
as a going concern for a period of at least twelve months from the date when
the financial statements are authorised for issue.
We have nothing material to add or draw attention to in relation to the
directors' statement in the financial statements about whether the directors
considered it appropriate to adopt the going concern basis of accounting in
preparing the financial statements.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
financial period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit, and the directing of efforts of the engagement
team. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and
therefore we do not provide a separate opinion on these matters.
Overall audit strategy
We designed our audit by determining materiality and assessing the risks of
material misstatement in the financial statements. In particular, we looked at
where the directors made subjective judgements, for example, in respect of
significant accounting estimates that involved making assumptions and
considering future events that are inherently uncertain. We also addressed the
risk of management override of internal controls, including evaluating whether
there was any evidence of potential bias that could result in a risk of
material misstatement due to fraud.
Based on our considerations as set out below, our areas of focus included:
· Management override of control
How we tailored the audit scope
The Company has been set up with the principal activity being that of a
special purpose acquisition vehicle to facilitate the reverse acquisition of a
larger trading business. We tailored the scope of our audit, taking into
account the areas where the risk of misstatement was considered material to
the Company, taking into account the nature of the Company's business and the
industry in which it operates. We performed an audit of the complete financial
information of the Company.
In establishing the overall approach to our audit, we assessed the risk of
material misstatement at a Company level, taking into account the nature,
likelihood and potential magnitude of any misstatement. As part of our risk
assessment, we considered the control environment in place at Rockpool
Acquisitions PLC.
Materiality and audit approach
The scope of our audit is influenced by our application of materiality. We set
certain quantitative thresholds for materiality. These, together with
qualitative considerations, such as our understanding of the entity and its
environment, the history of misstatements, the complexity of the Company and
the reliability of the control environment, helped us to determine the scope
of our audit and the nature, timing and extent of our audit procedures and to
evaluate the effect of misstatements, both individually and on the financial
statements as a whole.
Based on our professional judgement, we determined materiality for the Company
financial statements as a whole to be £5,000 (year ended 31 March 2024:
£1,000) for the period ended 31 December 2024, determined as being 1% of
total assets (year ended 31 March 2024: 0.25%). We have applied this benchmark
because the main objective of the Company is that of a special purpose
acquisition vehicle to facilitate the reverse acquisition of a larger trading
business.
Materiality and audit approach (continued)
We have set Performance materiality for the Company at £4,000 (year ended 31
March 2024: £1,000), having considered the risk of misstatements in prior
years, business risks and fraud risks associated with the entity and it's the
control environment. This is to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements in
the financial statements exceeds materiality for the financial statements as a
whole.
We agreed with the audit committee that we would report to them misstatements
identified during our audit above 5% of overall materiality.
Significant matters identified
The risks of material misstatement that had the greatest effect on our audit,
including the allocation of our resources and effort, are set out below as
significant matters together with an explanation of how we tailored our audit
to address these specific areas in order to provide an opinion on the
financial statements as a whole. This is not a complete list of all risks
identified by our audit.
Management override of control - financial statement level risk
Description of significant matter Our audit approach
Under ISA (UK) 240 "The Auditor's responsibility to consider fraud in an audit Our procedures included, but not limited to:
of financial statements", there is a presumed significant risk of management
override of internal controls. · Extracting source documentation which included trial balances and
nominal ledgers, and reconciling this source material to the opening and
The primary responsibility for the prevention and detection of fraud rests closing financial information;
with management.
· We applied professional skepticism when selecting a sample of
They are responsible for establishing a robust system of internal control journal entries to test, which has a direct correlation to where we have
designed to support the achievement of policies, aims and objectives and to assessed the key risks in respect of fraud and includes our assessment of
manage the risks facing the entity; this includes the risk of fraud. management override of control.
· We incorporated elements of unpredictability when selecting items
for testing and also placed focus upon significant unusual transactions which
Our audit is designed to provide reasonable assurance that the financial would appear to be outside the normal course of business. We obtained
statements as a whole are free from material misstatement, whether caused by supporting documentation and evidence of authorisation and review;
fraud or error.
· We enquired with management about the risks of fraud and the
controls put in place to address those risks, as well as inappropriate or
unusual activity; and
Based on the operations, aims and objectives of the company, we have
determined that this area requires significant auditor attention. · We performed an assessment of whether the financial results and
accounting records include any significant or unusual transactions which were
not in line with UK-adopted IAS.
Details on the basis of preparation of the financial statements can be found We completed our planned audit procedures, with no exceptions noted.
in Note 2.
Other information
Other information comprises information included in the annual report, other
than the financial statements and our auditor's report thereon, including the
Directors' Report, the Strategic Report, and Remuneration Report(.) The
directors are responsible for the other information. Our opinion on the
financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form
of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies in the financial
statements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the
other information. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to
report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the Strategic Report and the Directors'
Report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the Strategic Report and the Directors' Report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its
environment obtained in the course of the audit, we have not identified any
material misstatements in the Strategic Report and the Directors' Report. We
have nothing to report in respect of the following matters where the Companies
Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept, or returns adequate
for our audit have not been received from branches not visited by us; or
· the financial statements and the part of the directors' remuneration
report to be audited are not in agreement with the accounting records and
returns; or
· certain disclosures of directors' remuneration specified by law are
not made; or
· we have not received all the information and explanations we require
for our audit.
Responsibilities of management and those charged with governance for the
financial statements
As explained more fully in the Directors' responsibilities statement,
management is responsible for the preparation of the financial statements
which give a true and fair view in accordance with UK-adopted IAS, and for
such internal control as directors determine necessary to enable the
preparation of financial statements are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing
the Company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless management either intends to liquidate the company or to
cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's
financial reporting process
Responsibilities of the auditor for the audit of the financial statements
The objectives of an auditor are to obtain reasonable assurance about whether
the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor's report that includes
their opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
A further description of an auditor's responsibilities for the audit of the
financial statements is located on the Financial Reporting Council's website
at: www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Explanation as to what extent the audit was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. Owing to the inherent limitations of an audit, there is an
unavoidable risk that material misstatement in the financial statements may
not be detected, even though the audit is properly planned and performed in
accordance with the ISAs (UK). The extent to which our procedures are capable
of detecting irregularities, including fraud is detailed below.
Based on our understanding of the Company and industry, we identified that the
principal risks of non-compliance with laws and regulations related to London
Stock Exchange Listing Rules, Financial Conduct Authority Handbook of Rules
and Guidance, Data Privacy law, and Employment Law, and we considered the
extent to which non-compliance might have a material effect on the financial
statements. We also considered those laws and regulations that have a direct
impact on the preparation of the financial statements such as the Companies
Act 2006 and UK tax legislation. The Audit engagement partner considered the
experience and expertise of the engagement team to ensure that the team had
appropriate competence and capabilities to identify or recognise
non-compliance with the laws and regulation. We evaluated management's
incentives and opportunities for fraudulent manipulation of the financial
statements (including the risk of override of controls), and determined that
the principal risks were related to posting inappropriate journal entries to
manipulate financial performance and management bias through judgements and
assumptions in significant accounting estimates, in particular in relation to
significant one-off or unusual transactions. We apply professional scepticism
through the audit to consider potential deliberate omission or concealment of
significant transactions, or incomplete/inaccurate disclosures in the
financial statements.
In response to these principal risks, our audit procedures included but were
not limited to:
· enquiries of management board of directors on the policies and
procedures in place regarding compliance with laws and regulations, including
consideration of known or suspected instances of non-compliance and whether
they have knowledge of any actual, suspected or alleged fraud;
· inspection of the Company's regulatory and legal correspondence and
review of minutes of director's meetings during the period to corroborate
inquiries made;
· gaining an understanding of the entity's current activities, the
scope of authorisation and the effectiveness of its control environment to
mitigate risks related to fraud;
· discussion amongst the engagement team in relation to the identified
laws and regulations and regarding the risk of fraud, and remaining alert to
any indications of non-compliance or opportunities for fraudulent manipulation
of financial statements throughout the audit;
· identifying and testing journal entries to address the risk of
inappropriate journals and management override of controls
· designing audit procedures to incorporate unpredictability around the
nature, timing or extent of our testing; and;
· review of the financial statement disclosures to underlying
supporting documentation and inquiries of management.
Explanation as to what extent the audit was considered capable of detecting
irregularities, including fraud (continued)
The primary responsibility for the prevention and detection of irregularities
including fraud rests with those charged with governance and management. As
with any audit, there remains a risk of non-detection or irregularities, as
these may involve collusion, forgery, intentional omissions,
misrepresentations or override of internal controls.
The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the company's members, as a body, in accordance
with chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Report on other legal and regulatory requirements
We were appointed by the Board of Directors on 23 September 2024 to audit the
financial statements for the period ended 31 December 2024. The period of
total uninterrupted engagement including previous renewals and reappointments
of the firm is three years.
We have not provided non-audit services prohibited by the FRC's Ethical
Standard and have remained independent of the entity in conducting the audit.
The audit opinion is consistent with the additional report to the audit
committee.
Ms. Louise Kelly (Senior Statutory Auditor)
For and on behalf of
Grant Thornton (NI) LLP
Chartered Accountants & Statutory Auditors
Belfast
Northern Ireland
30 April 2025
ROCKPOOL ACQUISITIONS PLC. COMPANY NUMBER NI644683
STATEMENT OF COMPREHENSIVE INCOME PERIOD ENDED 31 DECEMBER 2024
Note 31 December 2024 31 March 2024
£ £
Other income 3 452,500 -
Administrative expenses 4 (212,824) (505,275)
Operating profit/(loss) 239,676 (505,275)
Finance costs (376) (402)
Profit/(Loss) before taxation 239,300 (505,677)
Income tax expense 8 - -
Profit/(Loss) for the period/year attributable to equity shareholders 239,300 (505,677)
Total comprehensive income attributable to equity shareholders 239,300 (505,677)
Earnings per share attributable to equity shareholders - -
Basic and diluted (pence) 6 1.88 (3.97)
All amounts relate to continuing operations. There was no other comprehensive
income in the current period or prior year as presented.
The accounting policies and notes on pages 27 to 38 form part of the financial
statements
ROCKPOOL ACQUISITIONS PLC. COMPANY NUMBER NI644683
STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
Note 31 December 2024 31 March 2024
£ £
Assets
Current Assets
Trade and other receivables 10 26,901 18,325
Cash and cash equivalents 13 429,294 240,819
Total Assets 456,195 259,144
Equity and liabilities
Share capital 11 636,250 636,250
Share premium 11 461,250 461,250
Retained deficit (751,702) (991,002)
Total equity attributable to the owners of the parent 345,798 106,498
Current Liabilities
Trade and other payables 12 100,485 137,641
Borrowings 14 6,393 6,393
Corporation Tax - -
106,878 144,034
Non-Current Liabilities
Borrowings 14 3,519 8,612
Total Liabilities 110,397 152,646
Total Equity and Liabilities 456,195 259,144
The accounting policies and notes on pages 27 to 38 form part of the financial
statements
These Financial Statements were approved and authorised for issue by the Board
of Directors and were signed on its behalf on 30 April 2025.
R A D Beresford
Director
ROCKPOOL ACQUISITIONS PLC COMPANY NUMBER NI644683
STATEMENT OF CHANGES IN EQUITY PERIOD ENDED 31 DECEMBER 2024
Attributable to equity shareholders
Share Share Retained Total
capital Premium deficit
£ £ £ £
Balance as at 31 March 2023 636,250 461,250 (485,325) 612,175
At 1 April 2023 636,250 461,250 (485,325) 612,175
Loss for the period - - (505,677) (505,677)
Total comprehensive income for the period - - (505,677) (505,677)
Balance as at 31 March 2024 636,250 461,250 (991,002) 106,498
At 1 April 2024 636,250 461,250 (991,002) 106,498
Profit for the period - - 239,300 239,300
Total comprehensive income for the period - - 239,300 239,300
Balance as at 31 December 2024 636,250 461,250 (751,702) 345,798
The accounting policies and notes on pages 27 to 38 form part of the financial
statements
ROCKPOOL ACQUISITIONS PLC COMPANY NUMBER NI644683
STATEMENT OF CASH FLOWS PERIOD ENDED 31 DECEMBER 2024
December 2024 March 2024
Note £ £
Cash Flows from Operating Activities
Profit/(Loss) before tax 239,300 (505,677)
Changes in working capital:
(Increase)/Decrease in trade and other receivables 10 (8,576) 32,826
(Decrease)/Increase in trade and other payables 12 (37,156) 46,569
Corporation Tax Paid - - -
Net cash from/(used in) operating activities 193,568 (426,282)
Cash flows from financing activities
COVID Bounce Back Loan repaid 14 (5,093) (5,457)
Net cash used in financing activities (5,093) (5,457)
Net Increase/(Decrease) in cash and cash equivalents 188,475 (431,739)
Cash and cash equivalents at the beginning of the period 13 240,819 672,558
Cash and cash equivalents at the end of the period 429,294 240,819
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS PERIOD ENDED 31 DECEMBER 2024
1. General Information
Rockpool Acquisitions plc is a public company limited by shares, incorporated
and domiciled in Northern Ireland. The address of the Company's registered
office is c/o Cordovan Capital Management, Suite 102, Urban HQ, 5-7 Upper
Queen Street, Belfast, Northern Ireland, United Kingdom, BT1 6FB. The
principal activity of the Company is that of a Special Purpose Acquisition
Vehicle.
2. Summary of Material Accounting Policies
The principal Accounting Policies applied in the preparation of these
financial statements are set out below. These policies have been consistently
applied to all the periods presented, unless otherwise stated.
a) Basis of Preparation of Financial Statements
The financial statements have been prepared in accordance with the
requirements of the Companies Act 2006. The financial statements have also
been prepared under the historical cost convention.
The preparation of financial statements in conformity with UK-adopted IAS
requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Company's
Accounting Policies. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are significant to the
financial statements, are disclosed.
The financial statements are presented in Pound Sterling (£). Pound Sterling
is the functional and presentational currency of the Company.
New Standards, amendments or interpretations
Newly adopted standards
The new accounting pronouncements which have become effective this year are as
follows:
Classification of Liabilities as Current or Non-current (Amendments to IAS 1)
Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)
Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)
Non-current Liabilities with Covenants (Amendments to IAS 1)
The adoption of these amendments to IFRSs did not result in material changes
to the Company's financial statements.
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS PERIOD ENDED 31 DECEMBER 2024
2. Summary of MaterialAccounting Policies
New Standards, amendments or interpretations (continued)
Adopted IFRS not yet applied
Standards and amendments that are not yet effective and have not been adopted
early by the Company include:
Lack of Exchangeability (Amendments to IAS 21)
Amendments to the Classification and Measurement of Financial Instruments
(Amendments to IFRS 9 and 7)
IFRS 18 'Presentation and Disclosure in Financial Statements'
IFRS 19 'Subsidiaries without Public Accountability: Disclosures
These amendments are not expected to have a significant impact on the
financial statements in the period of initial application and therefore no
disclosures will be made.
The Directors do not expect that the adoption of the standards listed above
will have a material impact on the financial statements of the Company in
future periods.
b) Going concern
The preparation of financial statements requires an assessment on the validity
of the going concern assumption.
The Directors have prepared cash flow forecasts for a period of at least 12
months from the date of approval of the Financial Statements which demonstrate
that the Company has more than adequate cash reserves to meet its the Company
will continue to be able to meet its obligations as they fall due for a period
of at least one year from date of approval of these Financial Statements.
Accordingly, the Board believes it is appropriate to adopt the going concern
basis in the preparation of the Financial Statements.
c) Financial Instruments
Financial assets
Financial assets, comprising solely of trade and other receivables and cash
and cash equivalents, are classified as loans and receivables. They are
initially recognised at fair value plus transactions costs that are directly
attributable to their acquisition or issue and are subsequently carried at
amortised cost using the effective interest rate method, less provision for
impairment under the expected credit loss model.
The classification depends on the business model for managing the financial
assets and the contractual terms of the cash flows. Financial assets are
measured at amortised cost only if both of the following criteria are met:
· The asset is held within a business model whose objective is to
collect contractual cash flows; and
· The contractual terms give rise to cash flows that are solely
payments of principal and interest.
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS PERIOD ENDED 31 DECEMBER 2024
2. Summary of MaterialAccounting Policies (continued)
c) Financial Instruments (continued)
The amount of the expected credit loss is measured as the difference between
all contractual cash flows that are due in accordance with the contract and
all the cash flows that are expected to be received (i.e., all cash
shortfalls), discounted at the original effective interest rate (EIR).
The carrying amount of the asset is reduced through use of allowance account
and recognition of the loss in the Statement of Comprehensive Income.
Allowances for credit losses on financial assets are assessed collectively.
Collectively assessed impairment allowances cover credit losses inherent in
portfolios of financial assets with similar credit risk characteristics when
there is objective evidence to suggest that they contain impaired financial
assets, but the individual impaired items cannot yet be identified.
In assessing collective impairment, the Company uses information including
historical trends in the probability of default (although this is limited
given the relatively short history of the Company), timing of recoveries and
the amount of expected loss, adjusted for management's judgement as to whether
current economic and credit conditions are such that the actual losses are
likely to be greater or less than suggested by historical evidence. Default
rates, loss rates and the expected timing of future recoveries are regularly
benchmarked against actual outcomes to ensure that they remain appropriate.
IFRS 9 suggests the use of reasonable forward-looking information to enhance
ECL models. The Company incorporates relevant forward-looking information into
the loss provisioning model.
Financial liabilities
Financial liabilities, comprising trade and other payables, are held at
amortised cost.
Trade and other payables are recognised initially at fair value, and
subsequently measured at amortised cost using the effective interest method.
De-recognition of Financial Instruments
i. Financial Assets
A financial asset is derecognised where:
· the right to receive cash flows from the asset has expired;
· the Company retains the right to receive cash flows from the asset,
but has assumed an obligation to pay them in full without material delay to a
third party under a pass-through arrangement; or
· the Company has transferred the rights to receive cash flows from
the asset, and either has transferred substantially all the risks and rewards
of the asset or has neither transferred nor retained substantially all the
risks and rewards of the asset, but has transferred control of the asset.
ii. Financial Liabilities
A financial liability is derecognised when the obligation under the liability
is discharged or cancelled or expires.
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS PERIOD ENDED 31 DECEMBER 2024
2. Summary of Material Accounting Policies (continued)
d) Cash and Cash Equivalents
Cash and cash equivalents comprise current and deposit balances with banks and
similar institutions. This definition is also used for the Statement of Cash
Flows.
The Company considers the credit ratings of banks in which it holds funds in
order to reduce exposure to credit risk. The Company will only keep its
holdings of cash and cash equivalents with institutions which have a minimum
credit rating of 'AA'.
e) Taxation
Income tax represents the sum of current tax and deferred tax.
Current tax
Current tax is the tax currently payable based on the taxable result for the
period. Tax is recognised in profit or loss, except to the extent that it
relates to items recognised in other comprehensive income or recognised in
equity. In this case, the tax is also recognised in other comprehensive income
or directly in equity, respectively.
Current tax is calculated at the tax rates (and laws) that have been enacted
or substantively enacted at the Statement of Financial Position date.
Deferred tax
Deferred tax is recognised using the liability method in respect of temporary
differences arising from differences between the carrying amount of assets and
liabilities in the Financial Statements and the corresponding tax bases used
in the computation of taxable profit or loss. Deferred tax liabilities are
generally recognised for all taxable temporary differences and deferred tax
assets are recognised to the extent that it is probable that taxable profits
will be available against which deductible temporary differences can be
utilised.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax liabilities
and when the deferred tax assets and liabilities relate to income taxes levied
by the same taxation authority on either the same taxable entity or different
taxable entities where there is an intention to settle the balances on a net
basis.
Deferred tax is calculated at the tax rates that have been enacted or
substantively enacted at the Statement of Financial Position date and are
expected to apply to the period when the deferred tax asset is realised or the
deferred tax liability is settled.
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS PERIOD ENDED 31 DECEMBER 2024
2. Summary of Material Accounting Policies (continued)
f) Segmental reporting
The Chief Operating Decision Maker (CODM) is considered to be the Board of
Directors. They consider that the Company operates in a single segment of
identifying and assessing acquisition targets, which is the only activity the
Company is involved in and is therefore considered as the only
operating/reportable segment. As a result, the financial information of the
single segment is the same as set out in the statement of comprehensive
income, statement of financial position, statement of changes in equity and
Statement of Cash Flows.
g) Equity
Equity comprises the following:
· Share capital represents the nominal value of the equity shares;
· Share premium represents the consideration less nominal value of
issued shares and costs directly attributable to the issue of new shares;
· Retained deficit represents cumulative net profits and losses
recognised in the statement of comprehensive income.
h) Financial Risk Management
Financial Risk Factors
The Company's activities expose it to a variety of financial risks:, credit
risk and liquidity risk. The Company's overall risk management programme seeks
to minimise potential adverse effects on the Company's financial performance.
None of these risks are hedged.
The Company has no foreign currency transactions or borrowings, so is not
exposed to market risk in terms of foreign exchange risk or interest rate
risk.
Risk management is undertaken by the Board of Directors.
Credit risk
Credit risk arises from cash and cash equivalents as well as any outstanding
receivables. Management does not expect any losses from non-performance of
these receivables. The amount of exposure to any individual counter party is
subject to a limit, which is assessed by the Board.
The Company considers the credit ratings of banks in which it holds funds in
order to reduce exposure to credit risk, which is stated under the cash and
cash equivalents accounting policy.
Liquidity risk
Liquidity risk arises from the Company's management of working capital. It is
the risk that the Company will encounter difficulty in meeting its financial
obligations as they fall due. The monies returned to the Company by Amcomri
are being held as cash to enable the Company to meet its ongoing commitments
and to fund a transaction as and when a suitable target is found.
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS PERIOD ENDED 31 DECEMBER 2024
2. Summary of Material Accounting Policies (continued)
i) Financial Risk Management (continued)
Controls over expenditure are carefully managed, in order to maintain the
Company's cash reserves whilst it targets a suitable transaction.
Capital risk management
The Company's objectives when managing capital is to safeguard the Company's
ability to continue as a going concern, in order to provide returns for
shareholders and benefits for other stakeholders, and to maintain an optimal
capital structure.
In order to maintain or adjust the capital structure, the Company may adjust
the amount of dividends paid to shareholders, return capital to shareholders
or issue new shares.
The Company monitors capital on the basis of the total equity held by the
Company, being £345,798 as at 31 December 2024 (31 March 2024- £106,498).
j) Finance income
All finance income is accounted for on an
accrual basis.
k) Expenses and Finance Costs
All expenses and finance costs are accounted for on an accrual basis.
Operating expenses are recognised in the profit and loss account upon
utilisation of the service or as incurred.
Borrowing costs directly attributable to the acquisition, construction or
production of a qualifying asset are capitalised during the period of time
that is necessary to complete and prepare the asset for its intended sale or
use. Other borrowing costs are expensed when incurred and are reported as
borrowing costs.
l) Critical Accounting Estimates and Judgements
The Directors make estimates and assumptions concerning the future as required
by the preparation of the financial statements in conformity with
international accounting standards in conformity with the requirements of the
Companies Act 2006. The resulting accounting estimates will, by definition,
seldom equal the related actual results.
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. There are no significant
estimates or judgements in these financial statements.
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS PERIOD ENDED 31 DECEMBER 2024
3. Other income
December 2024 March 2024
£ £
Other income 452,500 0
Income received from Amcomri as discussed in the Chairman's
Statement.
4. Expenses by Nature
December 2024 March 2024
£ £
Directors' fees 27,000 36,000
Legal and professional fees 129,408 412,767
Audit and assurance fees 55,000 56,267
Other expenses 1,416 241
Total 212,824 505,275
5. Auditor's Remuneration
During the period, the Company obtained the following services from the
Company's auditors:
December 2024 March 2024
£ £
Fees payable to the Company's auditor for the audit of the 40,000 40,000
Company financial statements
Fees payable to the Company's auditor for non-audit services (IXBRL tagging) 500 500
40,500 40,500
6. Earnings per share
Basic earnings per share is calculated by dividing the Profit/(Loss)
attributable to equity holders of the Company by the weighted average number
of ordinary shares in issue during the period. Basic and diluted earnings per
share are identical.
2024 March 2024
£ £
Profit/(Loss) for the period/year from continuing operations 239,300 (505,677)
Weighted average number of ordinary shares in issue 12,725,003 12,725,003
Basic and diluted earnings per share (pence) 1.88 (3.97)
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS PERIOD ENDED 31 DECEMBER 2024
7. Finance Income
2024 2023
£ £
-
Interest income on loans - -
8. Income Tax Expense
Tax Charge for the Period
Taxation of £Nil arises on the result for the period (March 2024 - £Nil).
Factors Affecting the Tax Charge for the Period
The tax charge for the period is higher than the standard applicable rate of
UK Corporation Tax of 25% (2024: 25%). The differences are explained below:
December 2024 March 2024
£ £
Profit/(Loss) before taxation 239,300 (505,677)
Profit / (Loss) for the period before taxation multiplied by the standard
rate of UK Corporation Tax of 25% (31 March 2024 - 25%) 59,825 (126,419)
Expenses not deductible for tax purposes 7,310 50,311
Non-taxable income (113,125) -
Losses carried forward on which no deferred tax is recognised 45,990 76,108
Current tax - -
Factors Affecting the Tax Charge of Future Periods
Tax losses available to be carried forward by the Company at 31 December 2024
against future profits are estimated at £759,841 (31 March 2024 - £575,884).
A deferred tax asset has not been recognised in respect of these losses in
view of uncertainty as to the level and timing of future taxable profits.
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS PERIOD ENDED 31 DECEMBER 2024
9. Directors' Remuneration
December 2024 March 2024
£ £
Remuneration for qualifying services 27,000 36,000
R A D Beresford 9,000 12,000
M H Irvine 9,000 12,000
N R Adair 9,000 12,000
Total 27,000 36,000
There are no other employees in the Company apart from the above Directors
(March 2024 - none).
10. Trade and Other Receivables
December 2024 March 2024
£ £
VAT 26,901 6,115
Other receivables - prepayments - 12,210
Total 26,901 18,325
The fair value of all receivables is the same as their carrying values stated
above.
The company has no trade receivables at the period end.
Other receivables consist of taxes and therefore are considered to have low
credit risk. The maturity period of these assets is less than 12 months.
The expected credit loss is therefore £Nil.
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS PERIOD ENDED 31 DECEMBER 2024
11. Share Capital and
Premium
Number of Shares* Share capital Share premium Total
£ £ £
At 31 December 2024 12,725,003 636,250 461,250 1,097,503
At 31 March 2024 12,725,003 636,250 461,250 1,097,503
*issued and fully paid
There were no adjustments to authorised share capital in the period (March
2024: Nil). All Ordinary Shares rank pari passu in all respects including
voting rights, and the right to receive dividends if any are declared in
respect of ordinary shares. The nominal value of share ordinary shares is
£0.05 (March 2024: £0.05).
12. Trade and Other Payables
December 2024 March 2024
£ £
Trade Payables 18,853 74,641
Trade Payables to related party 32,067 -
Accruals 49,565 63,000
100,485 137,641
All amounts are short-term. The carrying values of trade payables are
considered to be a reasonable approximation of fair value. All amounts are
payable GBP.
13. Treasury Policy and Financial Instruments
The Company operates an informal treasury policy which includes the ongoing
assessments of interest rate management and borrowing policy. The Board
approves all decisions on treasury policy.
The Company has financed its activities by the raising of funds through the
placing of shares, the provision of consultancy services and the payment of
interest on loans. There are no material differences between the book value
and fair value of the financial instruments.
Due to the simple nature of the business, the Directors do not believe the
Company is subject to interest rate risk. In addition, since all balances are
denominated in GBP Sterling, there is no foreign currency risk.
December 2024 March 2024
£ £
Financial assets:
Cash and cash equivalents 429,294 240,819
Financial liabilities - amortised cost:
Trade and other payables 100,485 137,641
Borrowing 9,911 15,005
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS PERIOD ENDED 31 DECEMBER 2024
14. Borrowings
December 2024 March 2024
£ £
Danske Bank COVID Bounce Back Loan 9,912 15,005
Total 9,912 15,005
December March 2024
2024
£ £
Current liability 6,393 6,393
Non-current liability 3,519 8,612
Total 9,912 15,005
COVID Bounce Back Loan: The Company received a £30,000 COVID-19 Bounce Back
Loan from Danske Bank in July 2021. The loan term is 6 years with Capital
Repayment holiday for 12 months. Interest rate is 2.5% per annum and
repayments started in August 2021.
15. Related Parties
Remuneration of Key Management
See note 9 for details of key management remuneration.
Transactions with Related Parties
Cordovan Capital Management Limited ("Cordovan Capital")
On 9 June 2017 the Company entered into an agreement with Cordovan Capital, a
company in which M Irvine is a director and shareholder, regarding a
three-year exclusive mandate to provide corporate finance services to the
Company. The fee to be charged to Cordovan Capital amounts to 3 per cent of
the enterprise value of any completed acquisition, paid from either net
proceeds of new capital raised prior to or at the time of the acquisition.
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS PERIOD ENDED 31 DECEMBER 2024
15. Related Parties (continued)
Transactions with Related Parties (continued)
McCarthy Denning Limited ("McCarthy Denning")
On 31 March 2017, the Company entered into an agreement with McCarthy Denning,
a company in which R Beresford is Chairman and shareholder, regarding services
relating to the preparation of a prospectus and admission to standard segment
of the Official List and to trading on the Main Market of the London Stock
Exchange.
McCarthy Denning has continued to provide legal services to the Company since
that date including in relation to acquisitions and company secretarial
matters. McCarthy Denning is currently providing services in relation to the
preparation of the prospectus for the re-admission of the Company's shares to
the Equity Shares (Commercial Companies) category of the Official List and to
trading on the Main Market of the London Stock Exchange pursuant to an
engagement letter dated 17(th) December 2022. R 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 not less than 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 Beresford undertakes
personally.
A total of £82,141 (31 March 2024 - £211,525) has been paid to McCarthy
Denning during the period in respect of legal services. The amount due to
McCarthy Denning as at 31 December 2024 amounted to £32,067 (31 March 2024 -
£69,758).
Directors
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 £10,800 (March 2024 - £14,400)
was charged to the Company by Cordovan during the period inclusive of VAT.
Overall amount owed by the company for the period end is at NIL (March 2024 -
£8,642).
R Beresford is entitled to a director's fee of £12,000 per annum for the
provision of his services. A total of £9,000 (March 2024 - £12,000) was
charged to the Company for R Beresford fees during the period with payments
amounting to £9,000. Overall amount owed for the provision of qualifying
services as at period end amounted to NIL (March 2024 - £10,000).
Neil Adair is entitled to a director's fee of £12,000 per annum for the
provision of his services. A total of £9,000 (March 2024 - £12,000) was
charged to the Company by N Adair during the period. Overall amount owed for
the provision of qualifying services as at period end amounted to £NIL (March
2024 £8,600).
16. Contingent Liabilities and Capital Commitments
There were no contingent liabilities or capital commitments
at 31 December 2024 (March 2024-£Nil).
17. Ultimate Controlling Party
The Directors believe there to be no ultimate controlling party and that the
Company is controlled collectively by the shareholders.
18. Events After the Reporting Period
The directors do not consider there to be any significant events after the
reporting period.
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