REG - Rockpool Acq Plc - Termination of proposed acquisition of Greenview

Rockpool AcquisitionsAnnouncement

21/01/2022 07:05

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220121:nRSU1447Za&default-theme=true

RNS Number : 1447Z  Rockpool Acquisitions PLC  21 January 2022

 Press release    21 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")

Termination of the proposed acquisition of Greenview Gas Limited
("Greenview"),

 consideration of alternative reverse takeover transactions,

and application to lift suspension

 

In the Chairman's statement ("the 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 Board was considering
whether and when to progress the acquisition of Greenview, or whether, in
light of certain issues relating to pursuing the transaction, to abandon it in
favour of seeking an alternative acquisition.

 

In his Statement, the Chairman noted that the latter course would only be
feasible if a party were to be found who would be willing to step into
Rockpool's shoes to acquire Greenview and / or refinance the debt which the
Company is owed by Greenview (now approximately £1.1m).  The Board is
pleased to announce that Greenview has now 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 to make a payment to Rockpool of £1.25m in order
to terminate the acquisition of Greenview by Rockpool and settle all of
Greenview's liabilities to the Company, which Greenview has indicated to the
Company that it would be willing to do.

 

In light of this, the Board has decided to pursue a termination of the
arrangement with Greenview 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 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 has already identified and is considering potential alternative
acquisition targets, and preliminary discussions have been held regarding the
terms of a potential deal with the management of one of those.  However, 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.  The Board is therefore
open to considering alternative transactions with suitable targets, including
those that may not have a direct connection with Northern Ireland.

 

Targets would be considered that are active in any sector of the economy and,
whilst the Board would ideally like to acquire a business that is already
profitable at an EBITDA level, it is willing to look at companies that are on
the cusp of reaching profitability, have the potential for rapid growth, and
could benefit from the access to capital markets that a transaction with
Rockpool would afford them.  The Board would therefore welcome approaches
from target companies that meet these criteria.

 

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 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.

 

As for the Company's own financial health, as the Chairman noted in the
Statement, its 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 £1.25m
mentioned above, and that payment has enabled the Company to meet its most
pressing financial obligations.  The Company remains grateful for the
continued support and understanding from its remaining creditors pending
receipt of the anticipated further payment from Greenview.

 

The Board will update the market further as and when necessary.

 

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

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCFLFEELEIIFIF