REG - Rockpool Acq Plc - Half-year Report to 30th September 2024
24/12/2024 07:30
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RNS Number : 2662R Rockpool Acquisitions PLC 24 December 2024
Press release 24 December 2024
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")
Interim Report for the period ended 30 September 2024
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 unaudited Interim Results for the six months ended 30
September 2024.
Overview
· On 18(th) 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.
· Amcomri Group Limited ("Amcomri") has taken up much time and
resources since Rockpool's Announcement of 15(th) November 2022 of its
potential Reverse Takeover of that company, the proposed transaction's
subsequent termination, and, on 16(th) December 2024, the eventual receipt of
£452,500 of costs resulting from Amcomri's withdrawal.
· Reported loss of £113,356 (2023: £347,999) for the six-month
period, the decrease being mainly attributable to the reduced rate of work on
the Amcomri transaction and the resulting reduction in the associated
professional costs.
· Cash and cash equivalents as at 30(th) September 2024 (prior to the
post period-end receipt from Amcomri of £452,500) were £94,895 (2023:
£240,819).
Chairman's Statement
Full text of the five Regulatory announcements that Rockpool made during the
reporting period and referred to below can be found at Rockpool Acquisitions
plc (https://rockpoolacquisitions.plc.uk/)
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
Group Limited (Amcomri). No written explanation was given by them for this
decision although subsequently it has become apparent that Amcomri pursued its
own independent IPO on AIM, The London Stock Exchange's 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 your
Board, not least because the Company and its advisers had spent a lot of time
and effort on the proposed transaction and the preparation of a prospectus for
readmission to the Official List - time and effort that could have been
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, however, with the uncertainty and costs
that court action would entail, the Board eventually accepted an agreement to
pay the sum of £452,500 in full and final settlement of Rockpool's claim for
£543,000. Payment of that sum has now been made, and the Board are pleased
to have put that unhappy and unpleasant episode behind them and move onto more
positive matters.
With that in mind, the Board were delighted to announce on 18th December 2024
that it had signed heads of terms for the acquisition of the entire issued
share capital of European Lingerie Group, AB a company incorporated in Sweden,
and the readmission of Rockpool's ordinary shares to the Equity Shares
(Commercial Companies) category of the Official List and the Main Market of
the London Stock Exchange. As a result of that announcement trading in the
Company's ordinary shares has again been suspended pending readmission or
termination of the transaction.
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 (the ELG Group)
carrying on the production, wholesaling and (to a limited extent currently)
retailing of intimate apparel as well as fabrics used in the production of
intimate apparel. The target produces garments under its own brands of
Felina, Senselle and Conturelle which have a high level of recognition in its
main markets in Germany and the Benelux. It also supplies fabrics which are
incorporated into the garments made by a number of other leading brands,
including Triumph and Wacoal. European Lingerie Group has an option to
acquire the remaining 30% of ELG SIA which it intends to exercise prior to
completion of its acquisition by Rockpool.
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 €53m (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 efficiency
improvements and other initiatives which are targeted at improving EBITDA
further in 2025. The intention is for ELG AB to undertake a pre-Reverse
Takeover fundraising (the Pre-RTO Fundraising), and subsequently for the
Company to raise further funds by way of a placing (the Placing) conditional
on re-admission, with the net proceeds of these fundraisings being used to
provide additional working capital for the ELG Group and to fund certain new
business initiatives and, potentially, an acquisition.
The Board is particularly pleased that they have secured 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 acquisition, if it is concluded. This
compares very favourably with the 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 as well as the price at which ELG AB raises funds in the Pre-RTO
Fundraising.
The costs of the acquisition and re-admission will be met by ELG with
Rockpool's cash resources being used initially to meet those, and ELG making
payments towards transaction costs from 1(st) March 2025, or earlier in
certain circumstances. ELG has also agreed to indemnify Rockpool in relation
to its costs and wasted overhead should the transaction not proceed to
completion for certain reasons. Any amount payable pursuant to that
indemnity will carry interest from the date that the relevant expense was
incurred by Rockpool and will be paid in four equal monthly instalments with
the first instalment being due 30 days after Rockpool presents its calculation
of the amount due..
The Company and its advisors are now working hard towards the aim of
completing the acquisition of European Lingerie Group and readmission as soon
as possible within the first half of 2025, and if possible prior to 29(th)
July 2025. If that deadline can be achieved then the Company is hopeful that
it will not need to appoint a sponsor for that process, which is expected to
result in some cost savings for Rockpool in the readmission process.
In the half year to 30 September 2024 the Company made a loss of £113,356
(2023: £347,999). The decrease in the loss is mainly attributable to the
reduced rate of work on the Amcomri transaction and the resulting reduction in
the associated professional costs. Apart from the aforementioned costs the
losses are a result of maintaining the company's listing on the Main Market of
the London Stock Exchange, audit, and legal expenses not related to the
Amcomri acquisition, administrative expenses and loan interest payable.
Outlook
As noted above, the Company has just embarked on the process of acquiring ELG
AB, and is commencing due diligence on that company and its subsidiaries,
which will be followed by the preparation of acquisition documentation
together with the first draft of a prospectus. Rockpool is also supporting
ELG AB with its pre-RTO fundraising.
The Board is hopeful of meeting the target deadline of 29(th) July 2025 to
complete the acquisition, associated fund raising, and re-admission.
The Board would like to thank shareholders, advisers and others for their
continued support and patience during the period under review.
Richard Beresford
Non-executive Chairman, 23 December 2024
Responsibility Statement
We confirm that to the best of our knowledge:
· the Interim Report has been prepared in accordance with International
Accounting Standards 34, Interim Financial Reporting, as adopted by the United
Kingdom;
· gives a true and fair view of the assets, liabilities, financial
position and loss and cash flows of the Company;
· the Interim Report includes a fair review of the information required
by DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year and their impact on the set of Interim financial
statements; and a description of the principal risks and uncertainties for the
remaining six months of the year; and
· the Interim Report includes a fair review of the information required
by DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being the
information required on related party transactions.
The Interim Report was approved by the Board of Directors and the above
responsibility statement was signed on its behalf by:
Richard Beresford
Non-executive Chairman
23 December 2024
For further information please contact:
Rockpool Acquisitions Plc mike@cordovancapital.com (mailto:mike@cordovancapital.com)
Mike Irvine, Non-Executive Director www.rockpoolacquisitions.plc.uk (http://www.rockpoolacquisitions.plc.uk)
Abchurch: Financial PR and Investor Relations Tel: +44 (0)20 4594 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)
Note to Editors. A PDF containing 17 HiRes & LowRes model / product
image thumbnails, along with links to OneDrive download, is attached to this
RNS and is also available at the Company's website within the ELG AB
Announcement of 18(th) December 2024. Rockpool Acquisitions plc
(https://rockpoolacquisitions.plc.uk/)
http://www.rns-pdf.londonstockexchange.com/rns/2662R_1-2024-12-24.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/2662R_1-2024-12-24.pdf)
Rockpool Acquisitions PLC
Condensed Statement of Comprehensive Income
6 months to 6 months to
30 September 2024 30 September 2023
Note Unaudited Unaudited
£ £
Revenue - -
Administration expenses (113,190) (347,759)
Operating Loss (113,190) (347,759)
Finance expense (166) (240)
Loss before tax (113,356) (347,999)
Tax - -
Loss for the period (113,356) (347,999)
Total Comprehensive Income for the period attributable to the owners of the (113,356) (347,999)
parent company
Loss per share (pence) 5 (0.9) (2.7)
The notes on Pages 9-13 are an integral part of these condensed interim
financial statements.
Rockpool Acquisitions PLC
Condensed Statement of Financial Position
Note 30 September 31 March
2024 2024
Unaudited Audited
£ £
ASSETS
Current assets
Trade and other receivables 6 18,750 18,325
Cash and cash equivalents 94,895 240,819
Total assets 113,645 259,144
EQUITY
Capital and reserves attributable to owners of the Company
Share capital 636,250 636,250
Share premium 461,250 461,250
Retained deficit (1,104,358) (991,002)
Total equity (6,858) 106,498
LIABILITIES
Current liabilities
Trade and other payables 7 109,058 137,641
Corporation Tax - -
Borrowings 8 6,393 6,393
Total current liabilities 115,451 144,034
Long Term liabilities
Borrowings 8 5,052 8,612
Total Long Term liabilities 5,052 8,612
Total Equity and Liabilities 113,645 259,144
The notes on Pages 9-13 are an integral part of these condensed interim
financial statements.
Rockpool Acquisitions PLC
Condensed Statement of Changes in Equity
Attributable to owners of the Company
Share Share Premium Retained Total
Capital earnings
£ £ £ £
Unaudited Unaudited Unaudited Unaudited
Balance as at 1 April 2024 636,250 461,250 (991,002) 106,498
Loss for period - - (113,356) (113,356)
Other comprehensive income - -
Total comprehensive income for the period - - (113,356) (113,356)
Balance as at 30 September 2024 636,250 461,250 (1,104,358) (6,858)
Balance as at 1 April 2023 636,250 461,250 (485,325) 612,175
Loss for period - - (347,999) (347,999)
Other comprehensive income - - - -
Total comprehensive income for the period - - (347,999) (347,999)
Total transactions with owners - - - -
Balance as at 30 September 2023 636,250 461,250 (833,324) 264,176
The notes on pages 9 to 13 are an integral part of these condensed interim
financial statements.
Rockpool Acquisitions PLC
Condensed Statement of Cash Flows
6 months to 6 months to
30 September 2024 30 September 2023
Unaudited Unaudited
Cash flow from operating activities £ £
Loss for the period (113,356) (347,999)
Adjustments for
Interest expense 166 240
Changes in working capital:
Decrease/(Increase)in trade and other receivables (425) 18,010
Decrease in trade and other payables (28,583) (20,569)
Net cash outflows from operating activities (142,198) (350,318)
Cash flows from financing activities
Decrease in borrowings (3,729) (2,663)
Net cash outflows from financing activities (3,729) (2,663)
Net decrease in cash and cash equivalents (145,924) (352,981)
Cash and cash equivalents at beginning of the period 240,819 672,558
Cash and cash equivalents at end of the period 94,895 319,577
The notes on pages 9 to 13 are an integral part of these condensed interim
financial statements.
Rockpool Acquisitions PLC
Explanatory Notes to the unaudited Interim Financial Statements
1. Basis of preparation
The Interim Report for the six months ended 30 September 2024, 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
2024 have been prepared on a going concern basis in accordance with Disclosure
Guidance and Transparency Rules of the Financial Conduct Authority, using the
recognition and measurement principles of UK-adopted International Accounting
Standards (UK-adopted IFRS). These unaudited interim financial statements
should be read in conjunction with the report and financial statements for the
year ended 31 March 2024.
Cyclicality
The interim results for the six months ended 30 September 2024 are not
necessarily indicative of the results to be expected for the full year ending
31 March 2025. Due to the nature of the entity, the operations are not
affected by seasonal variations at this stage. The Company's principal
activity during the period continues to be a Special Purpose Acquisition
Company based in Northern Ireland. The Company's shares are currently
suspended from trading and from the Official List as a result of the
announcement made on 18(th) December 2024.
2. Financial Information
The Interim Report for the period 1 April 2024 to 30 September 2024 is
unaudited. This report has been reviewed by the company's auditors in
accordance with the International Standard on Review Engagements 2410 issued
by the Financial Reporting Council (FRC). In the opinion of the Directors the
interim financial statements, included in the Interim Report, for the period
present fairly the financial position, and results from operations and cash
flows for the period in conformity with the generally accepted accounting
principles consistently applied.
The Interim Report, which includes the interim financial statements, set out
above does not constitute statutory accounts within the meaning of Section 434
of the Companies Act 2006. Statutory financial statements for the year ended
31 March 2024 were approved by the Board of Directors on 27 June 2024. The
auditor's report on those financial statements was unqualified and did not
contain any statement under Section 498 of the Companies Act 2006. The
financial statements are available at the Companies Registrar.
Risks and uncertainties
During the period under review the principal risks and uncertainties did not
substantially change from those set out in the audited financial statements
for the year ended 31 March 2024, which are as follows. It should be noted
that the list is not exhaustive and other risk factors not presently known or
currently deemed immaterial may apply. The risk factors are summarised below:
Rockpool Acquisitions PLC
Business Strategy
The Company has no operating history (other than 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 the European Lingerie
Group in a timely manner or at all, and if it does not it may not be able to
find a suitable alternative target and/or meet the costs of acquiring an
alternative target business or fund the operations of such an alternative if
it does not obtain additional funding. If the Company acquires less than
either the whole voting control of, or less than the entire equity interest
in, a target company or business, its ability to influence the strategy of the
target may be limited and third party minority shareholders may dispute any
strategy the Company may have decided to pursue.
Funding an Acquisition
As noted, above, if the Company is unable to complete the acquisition of
European Lingerie Group, further funds may be needed in order to complete the
acquisition of an alternative target business once it has been identified. The
Company may therefore need to seek additional equity or debt financing to
complete a transaction and may be unsuccessful in attempting to do so.
Retention of Key Personnel
The Company is dependent on Directors to pursue the acquisition of the
European Lingerie Group and manage the acquisition and readmission process
and, if that acquisition is not completed, to assess potential acquisition
opportunities that have been identified by the Directors. The loss of the
services of any of the Directors could materially adversely affect its ability
to implement its business strategy, thereby having a material adverse effect
on its financial condition and result of operations.
Accounting Policies
Except as described below if applicable, the accounting policies applied in these interim financial statements are consistent with those of the annual report and financial statements for the year ended 31 March 2024, as described in those annual financial statements.
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.
The directors do not expect that the adoption of standards and interpretations
effective for annual periods on or after 1 January 2024 will have a material
impact on the company financial statements.
Rockpool Acquisitions PLC
Going Concern
The Company has cash resources which are currently sufficient to meet its
expected outgoings for a period of at least twelve months. In assessing the
basis of the going concern assumption, the directors' have considered budgets
and forecasts, expenditure commitments, and events that are known to the
business for a period of at least twelve months from the date of this report,
and have concluded that there is sufficient headroom available in making their
conclusions. The Company therefore continues to adopt the going concern
basis in preparing the Interim Report for the period ended 30 September 2024.
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. The Company has not traded in the period and therefore there is no
revenue.
4. Dividends
No dividend has been declared or paid by the Company during the six months
ended 30 September 2024 (six months ended 30 September 2023: £nil).
5. Earnings per share
The calculation of earnings per share is based on the loss for the six-month
period to 30 September 2024 from continuing operations of (£113,356) divided
by the number of ordinary shares in issue during the period of 12,725,003.
There are no potential dilutive shares in issue.
Rockpool Acquisitions PLC
6. Trade and other receivables
30 September 2024 31 March 2024
£ £
VAT 6,540 6,115
Other receivables - Prepayments 12,210 12,210
Total 18,750 18,325
The fair value of all receivables is the same as their carrying values stated
above. All trade and other receivables are denominated in Sterling.
At 30 September 2024 all receivables were fully performing, and therefore do
not require impairment. There has been no expected credit loss recognised for
either period presented above.
The maximum exposure to credit risk at the reporting date is the carrying
value mentioned above.
7. Trade and other payables
30 September 2024 31 March 2024
£ £
Trade Payables 33,058 74,641
Accruals 76,000 63,000
Total 109,058 137,641
8. Borrowings
30 September 2024 31 March 2024
£ £
Danske Bank COVID Bounce Back Loan 11,445 15,005
Total 11,445 15,005
30 September 2024 31 March 2024
£ £
Current Liability 6,393 6,393
Non-current Liability 5,052 8,612
Total 11,445 15,005
Bank Borrowings
COVID Bounce Back Loan: Bank borrowings comprise a Bounce Back Loan Scheme
loan from Danske Bank received in July 2020 for £30,000, repayable over 6
years at 2.5% per annum. There was a 12-month capital repayment holiday and
the Government covered the first year's interest up to a maximum of £812.40.
The fair value of current borrowings equals their carrying amount.
The carrying amounts of the Company's borrowings are denominated in pound
sterling.
Rockpool Acquisitions PLC
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
£6,000 (30 September 2023: £6,800) was charged (via accruals) to the Company
for Cordovan during the period and 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 2023: £6,600) was
charged (via accruals) to the Company for R A D Beresford during the period
and 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 2023: £6,800) was charged (via accruals) to
the Company for Neil Adair during the period and 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 between
25 per cent and 40 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 £12,455 (30 September 2023: £164746) 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 2024 amounted to £2,551 (30
September 2023: £23,624).
10. Ultimate controlling party
The Directors who are listed in this report consider there to be no ultimate
controlling party as at 30 September 2024.
11. Events after the reporting date
On 16(th) December 2024 the Company announced receipt of £452,500 of costs
resulting from Amcomri's withdrawal from the planned acquisition of it by
Rockpool, the details of the settlement having been announced by the Company
on 21(st) November 2024.
On 18(th) December 2024 the Company announced that it had signed Heads of
Terms for a Reverse Takeover by Rockpool of European Lingerie Group..
12. Approval of the Interim Report
The Interim Report, which includes the interim financial statements, were
approved by the Board of Directors on 23 December 2024.
- Ends -
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