REG - Rockpool Acq Plc - Half-year Report
30/09/2025 17:30
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RNS Number : 4849B Rockpool Acquisitions PLC 30 September 2025
Press release 30 September 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")
Interim Report for the period ended 30 June 2025
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
June 2025.
Overview
· Further delays in the acquisition of European Lingerie Group AB (ELG)
and preparation of a prospectus for readmission to the Main Market following
completion of that acquisition.
· Reported loss of £109,164 (2024 £100,257) 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) June 2025 were £212,820 (2024
£135,036).
Chairman's Statement
Full text of the four Regulatory announcements that Rockpool made during the
reporting period and referred to below can be found at
www.rockpoolacqusitions.plc.uk (http://www.rockpool.co.uk) .
The Company announced on 10(th) June 2025 that, whilst ELG has been making
progress with its current cost-saving and EBITDA-enhancing initiatives, the
fundraising that ELG has been undertaking was taking longer than had been
hoped, and that, as a result, the Board had decided to continue the pause in
the Company's work on the transaction for at least another 4 to 6 weeks.
Little progress has been made with the fund raising since that date, although
we understand that ELG has been exploring a number of different avenues in
that regard. The Board wishes to conserve the Company's cash reserves as far
as possible and therefore work on the transaction has still not
re-commenced. The Board now considers that completion of the transaction
is unlikely to take place until the second quarter of 2026. As a result of
the delays the Board has requested ELG (which is in breach of its obligations
to the Company to make payments towards costs) to agree to certain changes to
the heads of terms entered into with ELG including in ways that will
materially enhance the terms for Rockpool and its shareholders. Those
changes have not yet been agreed.
In the half year to 30 June 2025 the Company made a loss of £109,164 (2024:
£100,257). The loss is mainly attributable to the professional costs of
dealing with the ELG transaction and the costs associated with maintaining the
company's listing on the Main Market of the London Stock Exchange, audit, and
legal expenses not related to the ELG acquisition and administrative expenses.
Outlook
Despite the delays in ELG raising much-needed additional working capital, the
Board is hopeful of seeing completion during the second quarter of 2026 of the
acquisition of ELG, 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, 30 September 2025
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
30 September 2025
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)
Novella Communications (Financial PR) Tim Robertson Tel: +44 (0)203 151 7008
timr@novella-comms.com
Rockpool Acquisitions PLC
Condensed Statement of Comprehensive Income
6 months to 6 months to
30 June 2025 30 June 2024
Note Unaudited Unaudited
£ £
Other income 80,000 -
Administration expenses (189,057) (100,074)
Operating Loss (109,057) (100,074)
Finance expense (107) (183)
Loss before tax (109,164) (100,257)
Tax - -
Loss for the period (109,164) (100,257)
Total Comprehensive Income for the period attributable to the owners of the (109,164) (100,257)
parent company
Loss per share (pence) 5 (0.9) (0.8)
The notes on Pages 8 to 12 are an integral part of these condensed interim
financial statements.
Rockpool Acquisitions PLC
Condensed Statement of Financial Position
Note 30 June 30 June 2024 Unaudited
2025 £
Unaudited
£
ASSETS
Current assets
Trade and other receivables 6 104,545 21,448
Cash and cash equivalents 212,820 135,036
Total assets 317,365 156,484
EQUITY
Capital and reserves attributable to owners of the Company
Share capital 636,250 636,250
Share premium 461,250 461,250
Retained deficit (860,866) (1,048,934)
Total equity 236,634 48,566
LIABILITIES
Current liabilities
Trade and other payables 7 73,905 94,425
Corporation Tax - -
Borrowings 8 6,393 6,393
Total current liabilities 80,298 100,818
Long Term liabilities
Borrowings 8 432 7,100
Total Long Term liabilities 432 7,100
Total Equity and Liabilities 317,365 156,484
The notes on Pages 8 to 12 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 January 2025 636,250 461,250 (751,702) 345,798
Loss for period - - (109,164) (109,164)
Other comprehensive income - -
Total comprehensive income for the period - - (109,164) (109,164)
Balance as at 30 June 2025 636,250 461,250 (860,866) 236,634
Balance as at 1 January 2024 636,250 461,250 (948,677) 148,823
Loss for period - - (100,257) (100,257)
Other comprehensive income - - - -
Total comprehensive income for the period - - (100,257) (100,257)
Total transactions with owners - - - -
Balance as at 30 June 2024 636,250 461,250 (1,048,934) 48,566
The notes on pages 8 to 12 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 June 2025 30 June 2024
Unaudited Unaudited
Cash flow from operating activities £ £
Loss for the period (109,164) (100,257)
Adjustments for
Interest expense 107 183
Changes in working capital:
Decrease/(Increase)in trade and other receivables (77,644) (6,885)
Decrease in trade and other payables (26,579) (36,951)
Net cash outflows from operating activities (213,281) (143,910)
Cash flows from financing activities
Decrease in borrowings (3,193) (2,663)
Net cash outflows from financing activities (3,193) (2,663)
Net decrease in cash and cash equivalents (216,474) (146,573)
Cash and cash equivalents at beginning of the period 429,294 281,609
Cash and cash equivalents at end of the period 212,820 135,036
The notes on page 8 to 12 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 June 2025, 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 June 2025
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
financial year ended 31 December 2024.
Cyclicality
The interim results for the six months ended 30 June 2025 are not necessarily
indicative of the results to be expected for the full year ending 31 December
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 January 2025 to 30 June 2025 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 financial
year ended 31 December 2025 were approved by the Board of Directors on 30
April 2025. 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 financial year ended 31 December 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 financial year ended 31 December 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 2025 will have a material
impact on the company financial statements.
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
Rockpool Acquisitions PLC
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 June 2025.
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 June 2025 (six months ended 30 June 2024: £nil).
5. Earnings per share
The calculation of earnings per share is based on the loss for the six-month
period to 30 June 2025 from continuing operations of (£109,164) 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 June 2025 30 June 2024
£ £
VAT 19,045 9,238
Prepayments and accrued income 85,500 12,210
Total 104,545 21,448
Rockpool Acquisitions PLC
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 June 2025, the Board does not consider that any receivables 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 June 2025 30 June 2024
£ £
Trade Payables 1,571 31,425
Accruals 72,334 63,000
Total 73,905 94,425
8. Borrowings
30 June 2025 30 June 2024
£ £
Danske Bank COVID Bounce Back Loan 6,825 13,493
Total 6,825 13,493
30 June 2025 30 June 2024
£ £
Current Liability 6,393 6,393
Non-current Liability 432 7,100
Total 6,825 13,493
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.
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 June 2024: £6,000) 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 June 2024: £6,000) 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 June
Rockpool Acquisitions PLC
2024: £6,000) 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.
9. Related party transactions (continued)
A total of £119,377 (30 June 2024: £2,323) 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 June 2025 amounted to £960 (30 June 2024: £2,323).
10. Ultimate controlling party
The Directors who are listed in this report consider there to be no ultimate
controlling party as at 30 June 2025.
11. Change of year end
The company has changed its year end to 31 December and full accounts were
made for the 9 month period to 31 December 2024. Therefore, the comparatives
presented will not align to the current year in the last set of interim
statements.
12. Approval of the Interim Report
The Interim Report, which includes the interim financial statements, were
approved by the Board of Directors on 30 September 2025.
- Ends -
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