REG - Rockpool Acq Plc - Potential Reverse Takeover & Suspension of Listing

Rockpool AcquisitionsAnnouncement

15/11/2022 16:00

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RNS Number : 5049G  Rockpool Acquisitions PLC  15 November 2022

 Press release  15th November 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 as retained in UK law pursuant to the European Union
(Withdrawal) Act 2018 and as amended by the Market Abuse (Amendment)(EU Exit)
Regulations 2019 (SI 2019/310) .  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")

Potential Reverse Takeover and Suspension of Listing

 

 

Rockpool Acquisitions Plc, the Special Purpose Acquisition Company ("SPAC")
formed to undertake the acquisition of a company or business headquartered or
materially based in Northern Ireland or alternative transactions with suitable
targets, including those that may not have a direct connection with Northern
Ireland, has entered into heads of terms ("Heads") relating to the proposed
acquisition (the "Acquisition") of the entire issued and to be issued share
capital of Amcomri Group Limited ("Amcomri"), the holding company of a
fast-growing, acquisitive group of quality UK Engineering and Manufacturing
businesses.

 

The 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 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 ("the Price") 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.  If
all the consideration were to be paid in Ordinary Shares issued at completion
then immediately following such issue the issued share capital of Rockpool
would be held as follows:

 

 Name of
 Shareholder
         Shares
           %
 Amcomri Holdings Limited                     229,374,978                             77.23%
 Stephill Investments Limited                 35,180,207                              11.84%
 Other Target Shareholders                    19,729,336                              6.73%
 Rockpool Shareholders                        12,725,003                              4.28%

 

The terms of the Acquisition value the existing issued share capital of
Rockpool at £1m, or approximately £0.0786 per Ordinary Share.

 

In accordance with the intention set out in the Company's prospectus published
at the time it came to the market in July 2017, the founders of the Company,
Neil Adair, Mike Irvine and Richard Beresford, will be granted 5 year options
to acquire 10% of the post-admission fully diluted (including by the exercise
of those options) Ordinary Share capital at a price of £0.15 per Ordinary
Share, representing a 90% premium to the price at which the Amcomri
acquisition values the Ordinary Shares.

 

As mentioned above, as well as being subject to contract, the Acquisition is
subject to certain conditions, including obtaining of a whitewash under Rule 9
of the Takeover Code, there being no adverse change or deterioration in the
business, assets, financial or trading position or prospects of Amcomri or its
subsidiaries between the date of the Heads and completion which is in the
reasonable opinion of the Rockpool Board, material and on due diligence.
Under the Heads, Rockpool has agreed to indemnity Amcomri for up to £50,000
in relation to the costs of pursuing and negotiating the transaction should
the transaction not complete in certain circumstances.  Amcomri has also
agreed to indemnify Rockpool in relation to its costs should the transaction
not proceed to completion for certain reasons.

 

The Acquisition, if completed, will constitute a Reverse Take Over ("RTO")
under the Listing Rules.  Therefore, the Company has requested a suspension
of its listing pending either the issue of an announcement giving further
details of the RTO, the publication of a Prospectus, or an announcement that
the RTO is no longer in contemplation.  The suspension will take effect
immediately.

 

Mike Irvine, co-founder and Non-Executive Director of Rockpool, said: "I am
delighted that we are able to announce the potential acquisition of Amcomri
which is intended to see Rockpool transform from a SPAC into a profitable
trading enterprise.  Amcomri's track record of successfully acquiring
businesses and its wealth of experience in optimising business performance
when combined with the opportunities for further acquisitions that a listing
should provide, make the Acquisition a transaction that should create value
for both the Rockpool and Amcomri shareholders."

 

 

Ends -

 

For further information please contact:

 

 Rockpool Acquisitions Plc
 Mike Irvine, Non-Executive Director  mike@cordovancapital.com

                                      www.rockpoolacquisitions.plc.uk (http://www.rockpoolacquisitions.plc.uk/)

 

 Shard Capital (Broker)
 Damon Heath / Erik Woolgar  Tel: +44 (0)20 7186 9952

 

 Abchurch (Financial PR)
 Julian Bosdet            Tel: +44 (0)20 4594 4070

                          julian.bosdet@abchurch-group.com

 

 

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