REG - Rockpool Acq Plc - Half-year Report to 30th September 2021
26/01/2022 07:05
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RNS Number : 6225Z Rockpool Acquisitions PLC 26 January 2022
Press release 26 January 2022
The information contained within this announcement is deemed by the Company to
constitute inside information stipulated under the Market Abuse Regulation
(EU) No. 596/2014. Upon the publication of this announcement via the
Regulatory Information Service, this inside information is now considered to
be in the public domain.
Rockpool Acquisitions Plc
("Rockpool" or "the Company")
Interim Report for the period ended 30 September 2021
Rockpool Acquisitions Plc (AIM: ROC), the Special Purpose Acquisition Company
("SPAC") formed to undertake the acquisition of a company or business
headquartered or materially based in Northern Ireland, announces its unaudited
Interim Results for the six months ended 30 September 2021.
Overview
· The Company's mandate to seek, through its SPAC status, a company or
business headquartered or materially based in Northern Ireland, progresses.
· The Board remains confident that a transaction suitable for
shareholders will materialise despite the delay in and the anticipated
termination of the transaction previously proposed with Greenview Gas - more
below.
· The Board is confident that the Listing suspension will be lifted on
the conclusion of the Greenview relationship.
· The Company is seeking other targets through which it will fulfil its
mandate to its shareholders and has already identified some possible
targets.
· Reported loss of £13,004 for the six-month period arising from
accrued loan interest income, administrative expenses and accrued loan
interest payable.
Chairman's Statement
Rockpool has been continuing its mandate to seek to acquire a company or
business headquartered or materially based in Northern Ireland. In light of
the decision to seek a termination of the proposed transaction with Greenview
Gas and the period of time that has elapsed since the Company's admission to
the market, the Board has, however, as announced on 21 January, decided to
broaden the type of acquisition it will consider, to include businesses
without any direct connection with Northern Ireland.
In 2017 the Company identified Greenview Gas as a target acquisition.
However, progress was slower than anticipated as regards the execution of
the proposed transaction, primarily due to the impact of COVID-19, and in the
Chairman's statement that accompanied the Company's report and financial
statements for the year ended 31 March 2021, which was published on 30
September 2021, it was stated that the Board was considering its options as
regards the acquisition of Greenview Gas.
In the 21 January announcement the Board stated that Greenview Gas had entered
into heads of terms with a third party (introduced by the Company's corporate
finance advisers, Cordovan Capital Management Limited) for a transaction ("the
Refinancing Transaction") that would enable Greenview Gas to make a payment to
Rockpool of £1.25m in order to terminate the acquisition of Greenview Gas by
Rockpool and settle all of Greenview Gas's liabilities to the Company, and
that Greenview Gas had indicated to the Company that it would be willing to do
so.
In the light of this, as confirmed in the 21 January announcement, the Board
has decided to pursue a termination of the arrangement with Greenview Gas on
those terms. It is anticipated that it should be possible to achieve this
outcome and to have received the £1.25m payment by the end of March 2022, if
not before.
This means that, should the proposed Refinancing Transaction successfully
complete on the timeline anticipated, and should Greenview Gas agree to the
termination of the acquisition by Rockpool on the terms indicated, the Company
would be able, by March of this year, to pursue an alternative acquisition
with around £950,000 of cash at its disposal (having settled its outstanding
obligations). On the assumption that, as anticipated, the consideration for
such alternative acquisition would consist wholly of new shares in the
Company, that level of funding is anticipated to be enough to cover the costs
of making the alternative acquisition and of the Company's subsequent
readmission to the market and leave it with funds for working capital.
The Board recognises the level of frustration that some of the Company's
shareholders will likely be feeling at the length of time that the Company has
been suspended and wants to ensure, not just that it can complete an
alternative transaction quickly, but that the transaction the Company pursues
offers the best possible returns to its shareholders. In the meantime, it is
the Board's intention to apply to the FCA for the current suspension of the
Company's shares to be lifted as soon as the transaction with Greenview Gas
has been terminated, which, as noted above, is anticipated to be achieved by
the end of March. If that application is successful, then trading in the
ordinary shares would recommence and continue until the Company announces that
it is pursuing a particular alternative reverse takeover transaction.
Shareholders and potential target companies should note that the recent change
to the Listing Rules announced by the FCA in December 2021 that imposed a
minimum market capitalisation of £30m on companies coming to the Official
List does not apply to Rockpool in relation to its first reverse takeover,
provided that it makes a complete submission to the FCA for an eligibility
review for listing and a prospectus review relating to that reverse takeover
which does not lapse and is not withdrawn, prior to 4pm on 1 December 2023.
The Company will therefore, following a reverse takeover, be eligible to
re-list with a market capitalisation of £700,000 or more provided that it
meets that timeframe.
In the half year to 30 September 2021 the Company made a loss of £13,004
(loss in the six months ended 30 September 2019: £5,887). The loss is
attributable mainly to the administrative expenses of the Company, together
with interest payable on a loan and the costs associated with maintaining its
Standard Listing on the London Stock Exchange, exceeded interest accruing
during that period on the loan made to Greenview Gas.
Outlook
As I noted in MY report in the financial statements for the year ended 31
March 2021, Rockpool's cash position is tight. The Company is pleased to be
able to say that it has since the date of the Statement received a payment of
£50,000 from Greenview as an advance on the anticipated payment of the
anticipated payment of the £1.25m mentioned above, and that payment has
enabled the Company to meet its most pressing financial obligations. The
Board would like to thank shareholders, advisers and others for their
continued support and patience during 2021 and look forward to a positive and,
in all sorts of ways, better year ahead.
Richard Beresford
Non-executive Chairman, 26 January 2022
Responsibility Statement
We confirm that to the best of our knowledge:
· the Interim Report has been prepared in accordance with International
Accounting Standards 34, Interim Financial Reporting, as adopted by the United
Kingdom;
· gives a true and fair view of the assets, liabilities, financial
position and loss of the Company;
· the Interim Report includes a fair review of the information required
by DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year and their impact on the set of Interim financial
statements; and a description of the principal risks and uncertainties for the
remaining six months of the year; and
· the Interim Report includes a fair review of the information required
by DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being the
information required on related party transactions.
The Interim Report was approved by the Board of Directors and the above
responsibility statement was signed on its behalf by:
Richard Beresford
Non-executive Chairman
25 January 2022
For further information please contact:
Rockpool Acquisitions Plc
Mike Irvine, Non-Executive Director Tel: +44 (0)28 9044 6733
Neil Adair, Non-Executive Director http://rockpoolacquisitions.plc.uk (http://rockpoolacquisitions.plc.uk)
Richard Beresford, Non-Executive Chairman
Shard Capital (Broker)
Damon Heath / Erik Woolgar Tel: +44 (0)20 7186 9952
Abchurch (Financial PR)
Abchurch Communications Tel: +44 (0)20 7459 4070
Julian Bosdet +44 (0)7771 663 886
Julian.bosdet@abchurch-group.com (mailto:Julian.bosdet@abchurch-group.com) www.abchurch-group.com (http://www.abchurch-group.com)
Interim Statement of Comprehensive Income
6 months to 6 months to
30 September 2021 30 September 2020
Note Unaudited Unaudited
£ £
Revenue - -
Administration expenses (58,507) (52,731)
Operating Profit / (Loss) (58,507) (52,731)
Finance income 49,702 46,843
Finance expense (4,199) -
Profit / (Loss) before tax (13,004) (5,887)
Tax
Profit / (Loss) for the period (13,004) (5,887)
Other Comprehensive Income - -
Total Comprehensive Income for the period (13,004) (5,887)
Earnings/(Loss) per share (pence) 5 (0.1) (0.05)
Statement of Financial Position
30 September 31 March
2021 2021
Unaudited Audited
Note £ £
ASSETS
Current assets
Trade and other receivables 6 1,174,782
1,122,803
Cash and cash equivalents 19,292 24,983
Total assets 1,194,074 1,147,786
EQUITY
Capital and reserves attributable to owners of the Company
Share capital 636,250 636,250
Share premium 461,250 461,250
Retained deficit (235,455) (222,451)
862,045 875,049
LIABILITIES
Current liabilities
Trade and other payables 7 242,920 186,761
Borrowings 6,561 3,280
Long Term liabilities
Borrowings 8 82,549 82,696
Total Equity and Liabilities 1,194,074 1,147,786
ASSETS
Current assets
Trade and other receivables
6
1,174,782
1,122,803
Cash and cash equivalents
19,292
24,983
Total assets
1,194,074
1,147,786
EQUITY
Capital and reserves attributable to owners of the Company
Share capital
636,250
636,250
Share premium
461,250
461,250
Retained deficit
(235,455)
(222,451)
862,045
875,049
LIABILITIES
Current liabilities
Trade and other payables
7
242,920
186,761
Borrowings
6,561
3,280
Long Term liabilities
Borrowings
8
82,549
82,696
Total Equity and Liabilities
1,194,074
1,147,786
Statement of Changes in Equity
Attributable to owners of the Company
Share Share Premium Retained earnings Total
Capital
£ £ £ £
Unaudited Unaudited Unaudited Unaudited
Balance as at 1 April 2021 636,250 461,250 (222,451) 875,049
Profit/(Loss) for period - - (13,004) (13,004)
Other comprehensive income - - - -
Total comprehensive income for the period - - (13,004) (13,004)
Total transactions with owners - - - -
Balance as at 30 September 2021 636,250 461,250 (235,455) 862,045
Balance as at 1 April 2020 636,250 461,250 (186,374) 911,126
Profit/(Loss) for period - - (5,887) (5,887)
Other comprehensive income - - - -
Total comprehensive income for the period - - (5,887) (5,887)
Total transactions with owners - - - -
Balance as at 30 September 2020 636,250 461,250 (192,261) 905,239
Statement of Cash Flows
6 months to 6 months to
30 September 2022 30 September 2021
Unaudited Unaudited
Cash flow from operating activities £
£
Profit/(Loss) for the period (13,004) (5,887)
Changes in working capital:
(Increase)/decrease in trade and other receivables (51,979) (45,881)
Increase/(decrease) in trade and other payables 59,293 5,372
Net cash flows from operating activities (5,690) (40,509)
Cash flows from financing activities
Borrowings - 82,860
Net cash flows from financing activities - 82,860
Net (decrease)/increase in cash and cash equivalents (5,690) 36,462
Cash and cash equivalents at beginning of the period 24,983 3,288
Cash and cash equivalents at end of the period 19,292 39,750
Notes to the unaudited Interim Financial Statements
1. Basis of preparation
The Interim Report, which includes the interim financial statements has been
prepared in accordance with International Accounting Standard 34 'Interim
Financial Reporting'. The unaudited interim financial statements for the six
months ended 30 September 2021 have been prepared on a going concern basis in
accordance with Disclosure Guidance and Transparency Rules of the Financial
Conduct Authority, using the recognition and measurement principles of
UK-adopted International Accounting Standards.
Cyclicality
The interim results for the six months ended 30 September 2021 are not
necessarily indicative of the results to be expected for the full year ending
31 March 2022. Due to the nature of the entity, the operations are not
affected by seasonal variations at this stage.
2. Financial Information
The Interim Report for the period 1 April 2021 to 30 September 2021 is
unaudited. This report has not been reviewed by the company's auditors in
accordance with the International Standard on Review Engagements 2410 issued
by the Auditing Practices Board. In the opinion of the Directors the interim
financial statements, included in the Interim Report, for the period present
fairly the financial position, and results from operations and cash flows for
the period in conformity with the generally accepted accounting principles
consistently applied.
The Interim Report, which includes the interim financial statements, set out
above does not constitute statutory accounts within the meaning of the
Companies Act 2006. Statutory financial statements for the year ended 31
March 2021 were approved by the Board of Directors on 30 September 2021. The
auditor's report on those financial statements was unmodified.
Risks and uncertainties
During the period under review the principal risks and uncertainties did not
substantially change from those set out in the audited financial statements
for the year ended 31 March 2021, but in light of recent developments the
Directors consider that the following are now the principal risks and
uncertainties facing the Company. It should be noted that the list is not
exhaustive and other risk factors not presently known or currently deemed
immaterial may apply. The risk factors are summarised below:
Cash resources
The Directors consider the principal risk for the Company to be the
maintenance of its cash reserves until Greenview is in a position to pay the
balance of the £1.25m payment anticipated to be paid on completion of the
termination of the acquisition of Greenview by the Company, or is otherwise
able to provide additional funding to it. The continued support of its
creditors will be needed during that period.
Business Strategy
The Company has no operating history (other than the provision of consultancy
services to Greenview) and has not yet acquired a business. If, as
anticipated, the Greenview acquisition is abandoned, the Company will need to
identify and agree and complete a suitable alternative transaction which it
may not be able to do in a timely manner or at all. If the Company acquires
less than either the whole voting control of, or less than the entire equity
interest in, a target company or business, its ability to influence the
strategy of the target may be limited and third-party minority shareholders
may dispute any strategy the Company may have decided to pursue.
Changes to the Listing Rules
A recent change to the Listing Rules announced by the FCA in December 2021
imposed a minimum market capitalisation of £30m on companies coming to the
Official List. This requirement does not apply to Rockpool in relation to
its first reverse takeover, provided that it makes a complete submission to
the FCA for an eligibility review for listing and a prospectus review relating
to that reverse takeover which does not lapse and is not withdrawn, prior to
4pm on 1 December 2023. The Company will therefore, following a reverse
takeover, be eligible to re-list with a market capitalisation of £700,000 or
more provided that it meets that timeframe. If it does not meet the
timeframe then it will be required to complete a reverse takeover that leaves
it with a market capitalisation which is greatly in excess of that
contemplated when the Company came to the market.
Repayment of Greenview Loan
The loan made by the Company to Greenview ("the Greenview Loan"), currently
amounting to approximately £1.1m including accrued interest, was originally
due for repayment on 30 June 2018. The Company is not able to demand repayment
of its loan or receive interest payments without the consent of the current
senior lender to Greenview, Growth Lending.
It is now anticipated that the acquisition of Greenview by the Company will be
abandoned and the Company will receive the balance of a £1.25m payment from
Greenview which will include a settlement of the amounts owing in respect of
the Greenview Loan. That payment will not be possible without the signing of
contractually binding documentation with the proposed third-party buyer of
Greenview and without the consent of Growth Lending. It is anticipated
that both these should be achievable and Growth Lending have indicated that
their consent is likely to be forthcoming, but there remains a risk that the
transaction will not complete.
If that were to happen then the Company would remain in a position that it is
not be able to seek to recover the Greenview Loan without the consent of
Growth Lending or until such time as the Growth Lending facility had been
repaid. In those circumstances, whilst the board believes that Greenview
would be able to repay the Greenview Loan, the timing of such repayment would
be uncertain and there would remain a risk that Greenview would be unable to
pay the loan in a timely manner or at all.
Funding an Acquisition
If the proposed termination of the Greenview acquisition is not achieved then
further funds, in addition to the equity proceeds raised on or before
admission to the market, are needed in order to complete the acquisition of
Greenview. The Company needs to seek additional equity or debt financing to
complete that transaction, and has not been successful in doing so to date.
Even if the Company decides, notwithstanding the inability to terminate the
transaction on the terms and within the timeframe currently contemplated, that
it would prefer not to complete the acquisition of Greenview, it is very
likely that it would only do so if alternative sources of funds for Greenview
were to be found in order to enable the Greenview Loan to be repaid (which
might well also involve a refinancing of the Growth Lending debt). Even with
the repayment of the Greenview Loan in such circumstances, there is a risk
that the funds then available to the Company in order to pursue an alternative
acquisition target might be insufficient and that the Company may be unable to
secure the required funding from equity investors or debt providers.
Retention of Key Personnel
The Company is dependent on Directors to assess potential acquisition
opportunities that have been identified by the Directors or Cordovan Capital
Management Limited (or any other corporate finance adviser appointed in place
of Cordovan) and to execute acquisitions, and the loss of the services of any
of the Directors could materially adversely affect its ability to implement
its business strategy, thereby having a material adverse effect on its
financial condition and result of operations.
Accounting Policies
Critical accounting estimates and judgements
The preparation of the interim financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the end of
the reporting period. Due to the nature of the Company, the Directors do not
believe there to be any material critical accounting estimates and judgements
that were used in preparing these interim financial statements.
Changes in accounting policy and disclosures.
There are no new standards or amendments to standards adopted for the first
time during the period which have had a material impact on the Company.
Going Concern
The Company has limited cash resources which, due to the continued support of
advisers and directors in deferring or forgoing fees and remuneration, are
currently sufficient to meet its expected outgoings in the period until which
it is anticipated that it can receive the balance of the £1.25m payment that
is expected from Greenview Gas Limited. The Company therefore continues to
adopt the going concern basis in preparing the Interim Report for the period
ended 30 September 2021.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs
incurred. Borrowings are subsequently carried at amortised cost; any
difference between the proceeds (net of transaction costs) and the redemption
value is recognised in the income statement over the period of the borrowings,
using the effective interest method.
Fees paid on the establishment of loan facilities are recognised as
transaction costs of the loan to the extent that it is probable that some or
all of the facility will be drawn down. To the extent that there is no
evidence that it is probable that some or all of the facility will be drawn
down, the fee is capitalised as a prepayment for liquidity services, and
amortised over the period of the facility to which it relates.
Borrowings are removed from the balance sheet when the obligation specified in
the contract is discharged, cancelled or expired. The difference between the
carrying amount of a financial liability that has been extinguished or
transferred to another party and the consideration paid, including any
non-cash assets transferred or liabilities assumed, is recognised in profit or
loss as other income or finance costs.
Borrowings are classified as current liabilities, unless the Company has an
unconditional right to defer settlement of the liability for at least 12
months after the end of the reporting period.
3. Operating Segments
For the purpose of IFRS 8, the Chief Operating Decision Maker "CODM" takes the
form of the Board of directors. The Directors are of the opinion that the
business of the Company comprises a single activity, being the identification
and acquisition of target companies or businesses in Northern Ireland or
elsewhere. As such the financial information of the segment is the same as
that set out in the statement of comprehensive income, the statement of
financial position, the statement of changes in equity and the statement of
cash flows.
4. Dividends
No dividend has been declared or paid by the Company during the six months
ended 30 September 2021 (six months ended 30 September 2020: £nil).
5. Earnings per share
The calculation of earnings per share is based on the loss for the six-month
period to 30 September 2021 from continuing operations of £(13,004) divided
by the number of ordinary shares in issue during the period of 12,725,003.
There are no potential dilutive shares in issue.
6. Trade and other receivables
30 September 2021 31 March 2021
£ £
Secured loan receivable 793,070 793,070
Accrued loan interest 377,208 327,505
Other receivables 4,504 2,228
Total 1,174,782 1,122,803
The fair value of all receivables is the same as their carrying values stated
above.
At 30 September 2021 all receivables were fully performing, and therefore do
not require impairment.
The maximum exposure to credit risk at the reporting date is the carrying
value mentioned above.
On 17 November 2017, the Company entered into a loan agreement with Greenview
Gas Ltd, a heating, gas, electrical and renewable energy company registered in
Northern Ireland, to provide a secured loan facility of up to £793,000. The
full amount under the facility was drawn down by Greenview Gas Ltd. During the
year ended 31 March 2019, the Company agreed to subordinate its loan to
Greenview Gas Ltd and the related security to the debt to Exworks Capital
Funds, L.P and to debt provided by another party ("together the Senior Debt").
On 6 November 2020 the Senior Debt was repaid out of new borrowings and the
Company agreed to subordinate the security on its loan to Greenview Gas Ltd to
the new lender.
7. Trade and other payables
30 September 2021 31 March 2021
£ £
Trade and other payables 207,558 151,399
Advance from Greenview Gas Ltd 35,362 35,362
Total 242,920 186,761
8. Borrowings
30 September 2021 31 March 2021
£ £
Director Loan 59,110 55,976
Danske Bank COVID Bounce Back Loan 30,000 30,000
Total 89,110 85,976
30 September 2021 31 March 2021
£ £
Current Liability 6,561 3,280
Non-current Liability 82,549 82,696
Total 89,110 85,976
Bank Borrowings
Bank borrowings comprise a Bounce Back Loan Scheme loan from Danske Bank
received in July 2020 for £30,000, repayable over 6 years at 2.5% per annum.
There was a 12-month capital repayment holiday and the Government cover the
first year's interest up to a maximum of £812.40.
Other loans
During 2020 the Company obtained a £50,000 secured loan facility from the
pension fund of director Mike Irvine. The facility attracts interest at 10%
per annum.
The fair value of current borrowings equals their carrying amount.
The carrying amounts of the Company's borrowings are denominated in UK Pounds.
9. Related party transactions
R Beresford, M Irvine and N Adair entered into letters of appointment with the
Company dated 7 July 2017 to act as non-executive directors of the Company
with effect from 21 March 2017. Cordovan Capital is entitled to a director's
fee of £12,000 per annum for the provision of M Irvine's services. A total of
£7,200 (30 September 2020: £7,200) was charged to the Company by Cordovan
during the period inclusive of VAT, of which £7,200 remains outstanding at
the period end. R A D Beresford is entitled to a director's fee of £12,000
per annum for the provision of his services. A total of £6,000 (30 September
2020: £6,000) was charged to the Company during the period, of which £6,000
remains outstanding at the period-end. Neil Adair is entitled to a director's
fee of £12,000 per annum for the provision of his services. A total of
£6,000 (30 September 2020: £6,000) was charged to the Company during the
period, of which £6,000 remains outstanding at the period-end.
McCarthy Denning Limited, a company in which R A D Beresford is Chairman and
shareholder, has continued to provide legal services to the Company during the
period. R A D Beresford is also the sole shareholder of Slievemara Consulting
Limited, a company through which he provides his services as a lawyer to
McCarthy Denning. Slievemara Consulting Limited is entitled to receive
approximately 25 per cent of all fees received from the Company by McCarthy
Denning and, in addition, 50 per cent of any fees paid by the Company to
McCarthy Denning in respect of work that R A D Beresford undertakes
personally.
A total of £nil (30 September 2020: £7,174) was charged to the Company
during the period inclusive of VAT in respect of legal services. The amount
due to McCarthy Denning as at 30 September 2021 amounted to £33,151 (30
September 2020: £7,174).
10. Ultimate controlling party
The Directors consider there to be no ultimate controlling party as at 30
September 2021.
11. Events after the reporting date
There have been no events after the reporting date of a material nature.
12. Approval of the Interim Report
The Interim Report, which includes the interim financial statements, were
approved by the Board of Directors on 25 January 2022.
For further information:
Rockpool Acquisitions Plc
Mike Irvine, Non-Executive Director Tel: +44 (0)28 9044 6733
Neil Adair, Non-Executive Director http://rockpoolacquisitions.plc.uk (http://rockpoolacquisitions.plc.uk)
Richard Beresford, Non-Executive Chairman
Shard Capital (Broker)
Damon Heath / Erik Woolgar Tel: +44 (0)20 7186 9952
Abchurch (Financial PR)
Abchurch Communications Tel: +44 (0)20 7459 4070
Julian Bosdet +44 (0)7771 663 886
Julian.bosdet@abchurch-group.com (mailto:Julian.bosdet@abchurch-group.com) www.abchurch-group.com (http://www.abchurch-group.com)
- Ends -
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