REG - Rockpool Acq Plc - Interim Results to 30th September 2022
22/12/2022 17:15
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RNS Number : 6820K Rockpool Acquisitions PLC 22 December 2022
Press release 22 December 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 2022
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 2022.
Overview
· The Board has recently announced the signing of a heads of terms to
acquire the Amcomri Group Limited, which is the holding company of a
fast-growing, acquisitive group of companies in the engineering and
manufacturing sectors.
· As a result of the announcement and as required by the Listing Rules,
trading of the Company's shares was suspended pending completion of the
acquisition and readmission of the shares to the Official List and the market.
· The Board is hopeful that readmission will take place in the second
quarter of 2023.
· Reported loss of £(77,746) for the six-month period arising from
accrued loan interest income, administrative expenses and accrued loan
interest payable.
Chairman's Statement
Following termination of the of the proposed transaction with Greenview Gas,
the Board, as announced on 21 January 2022, decided to broaden the type of
acquisition it will consider, to include businesses without any direct
connection with Northern Ireland.
The Board considered a small number of acquisition candidates, before
eventually entering into Heads of Terms with the owners of the Amcomri Group
Limited, the holding company of a fast-growing, acquisitive group of quality
UK Engineering and Manufacturing businesses. The Amcomri Group consists of
nine SMEs acquired over the past five years in those industrial sectors, and
has a wealth of experience in optimising business performance. The Amcomri
Group primarily provides a range of specialist engineering and equipment
services to the power, rail, petrochemical, process and production electronics
industries in the UK and Ireland. Within these sectors it offers a range of
services and equipment to allow asset owners to extend the operating life of
key high value critical assets or associated infrastructure. More recently it
has established a second focus area in specialist printing in which it owns a
further two operating companies, its most recent acquisition in this sector
being Bex Design & Print Limited, a 35-year-old specialist screen and
digital print business supplying into the electronics and other industries.
The Heads provide that the transaction will be subject to a number of matters
including the negotiation of a formal sale and purchase agreement. The
consideration for the acquisition if it is concluded will be £22,340,625
(based on the forecast pro-forma aggregate EBITDA for FY2022 of £5.401m, an
agreed EV to EBITDA multiple of 6.84 and net debt of £14.6m) to be satisfied
by the issue at completion fully paid to the Sellers of 284,284,523 new
ordinary shares of Rockpool (Ordinary Shares), or (in order to maintain
sufficient Ordinary Shares in public hands) by the issue at completion of a
combination of Ordinary Shares and, either, nil-coupon convertible loan notes,
or non-voting convertible shares, which on conversion into Ordinary Shares
would together equal 284,284,523 Ordinary Shares.
As a result of the announcement, and as required by the Listing Rules, trading
of the Company's shares was suspended pending completion of the acquisition
and readmission of the shares to the Official List and the market. The Board
is mindful that the Company's shareholders have already endured an
exceptionally long period during which trading in their shares was suspended
(in relation to the potential Greenview Gas acquisition) and is seeking to
minimise the period of suspension this time around. Unfortunately that will
be partly dependent on matters outside its control, such as the time taken to
complete audits of the target companies' accounts and the number of iterations
that the prospectus (required for readmission to the market) undergoes with
the FCA. Nevertheless, the Board is hopeful that readmission can be achieved
by no later than 30 June 2023.
In the half year to 30 September 2022 the Company made a loss of £77,746
(loss in the six months ended 30 September 2021: £13,004). The loss is
attributable to the administrative and professional expenses of the Company,
together with the costs associated with maintaining its Standard Listing on
the London Stock Exchange.
Outlook
As I noted in my letter accompanying the financial statements for the year
ended 31 March 2022, the termination of the relationship with Greenview Gas
enabled the Company to receive a payment of £1.2m from that company by way
repayment of the Company's loan to it and interest thereon, together with a
small premium. The receipt of that sum enabled the Company to settle all its
own financial obligations and leave it with funds that are anticipated to be
sufficient to cover the transaction costs of making of the acquisition of the
Amcomri Group and leave it with some funds for working capital.
The Board would like to thank shareholders, advisers and others for their
continued support and patience during 2022 and look forward to a positive and,
in all sorts of ways, better year ahead when the Company will, finally, be
able to come back to the market having made a substantial and exciting
acquisition.
Richard Beresford
Non-executive Chairman, 22 December 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
22 December 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 2022 30 September 2021
Note Unaudited Unaudited
£ £
Revenue -
Administration expenses (77,381) (58,507)
Operating Profit / (Loss) (77,381) (58,507)
Finance income 49,702
Finance expense (365) (4,199)
Profit / (Loss) before tax (77,746) (13,004)
Tax
Profit / (Loss) for the period (77,746) (13,004)
Total Comprehensive Income for the period (77,746) (13,004)
Earnings/(Loss) per share (pence) 5 (0.6) (0.1)
Statement of Financial Position
30 September 31 March
2022 2022
Unaudited Audited
Note £ £
ASSETS
Current assets
Trade and other receivables 6 4,167 -
Cash and cash equivalents 898,967 1,206,254
Total assets 903,134 1,206,254
EQUITY
Capital and reserves attributable to owners of the Company
Share capital 636,250 636,250
Share premium 461,250 461,250
Retained deficit (265,983) (188,236)
831,517 909,264
LIABILITIES
Current liabilities
Trade and other payables 7 26,178 186,325
Corporation Tax 22,439 22,439
Borrowings 6,000 68,619
Long Term liabilities
Borrowings 8 17,000 19,607
Total Equity and Liabilities 903,134 1,206,254
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 2022 636,250 461,250 (188,236) 909,264
Profit/(Loss) for period - - (77,746) (77,746)
Other comprehensive income - - (77,746) (77,746)
Total comprehensive income for the period - - (77,746) (77,746)
Balance as at 30 September 2022 636,250 461,250 (265,982) 831,517
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
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 (77,746) (13,004)
Changes in working capital:
(Increase)/decrease in trade and other receivables (4,167) (51,979)
Increase/(decrease) in trade and other payables (160,147) 59,293
Net cash flows from operating activities (164,314) (5,690)
Cash flows from financing activities
Borrowings (65,226) -
Net cash flows from financing activities (65,226) -
Net (decrease)/increase in cash and cash equivalents (307,286) (5,690)
Cash and cash equivalents at beginning of the period 1,206,254 24,983
Cash and cash equivalents at end of the period 898,967 19,292
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 2022 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 2022 are not
necessarily indicative of the results to be expected for the full year ending
31 March 2023. 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 2022 to 30 September 2022 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 2022 were approved by the Board of Directors on 6 September 2022. 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 2022, 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:
Business Strategy
The Company has no operating history (other than the provision of consultancy
services to Greenview) and has not yet acquired a business. The Company may
not be able to complete the acquisition of the Amcomri 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 the
Amcomri 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 Amcomri
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 or Cordovan Capital Management
Limited (or any other corporate finance adviser appointed in place of
Cordovan). 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 cash resources which are currently sufficient to meet its
expected outgoings in the coming 12 month period. The Company therefore
continues to adopt the going concern basis in preparing the Interim Report for
the period ended 30 September 2022.
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 2022 (six months ended 30 September 2021: £nil).
5. Earnings per share
The calculation of earnings per share is based on the loss for the six-month
period to 30 September 2022 from continuing operations of £(77,746) 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 2022 31 March 2022
£ £
Other receivables - VAT 4,167 -
Total 4,167 -
The fair value of all receivables is the same as their carrying values stated
above.
At 30 September 2022 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.
7. Trade and other payables
30 September 2022 31 March 2022
£ £
Trade and other payables 26,178 186,325
Corporation Tax 22,439 -
Total 48,617 186,325
8. Borrowings
30 September 2022 31 March 2022
£ £
Director Loan 0 62,226
Danske Bank COVID Bounce Back Loan 23,000 26,000
Total 23,000 88,226
30 September 2022 31 March 2022
£ £
Current Liability 6,000 68,619
Non-current Liability 17,000 19,607
Total 23,000 88,226
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 cover the first year's interest up to a maximum of £812.40.
Other loans
Director Loan: On 16 April 2020, the Company entered into a £50,000 secured
term facility agreement with M Irvine for the purpose of providing working
capital to Rockpool, with interest at 10% per annum. This was repaid in full,
with accrued interest, on 3 August 2022.
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 2021: £7,200) was charged to the Company by Cordovan
during the period inclusive of VAT, of which £6,000 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
2021: £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
£7,200 (30 September 2021: £7,200) was charged to the Company by Neil Adair
during the period inclusive of VAT, of which £2,400 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 £19,536 (30 September 2021: £nil) 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 2022 amounted to £1,864 (30
September 2020: £33,151).
10. Ultimate controlling party
The Directors consider there to be no ultimate controlling party as at 30
September 2022.
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 22 December 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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