REG - Rockpool Acq Plc - Termination of Reverse Takeover of Amcomri Group

Rockpool AcquisitionsAnnouncement

24/04/2024 13:00

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RNS Number : 8923L  Rockpool Acquisitions PLC  24 April 2024

 Press Release  24 April 2024

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU 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, THIS INSIDE INFORMATION (AS DEFINED IN UK
MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

Rockpool Acquisitions Plc

("Rockpool" or "the Company")

Termination of Proposed Reverse Takeover of Amcomri Group Limited

 

Further to the announcement dated 15 November 2022, in which the Company
announced that it had entered into heads of terms (the "Heads") in respect of
a proposed reverse takeover transaction ("Proposed Transaction") relating to
the acquisition (the "Acquisition") of the entire issued and to be issued
share capital of Amcomri Group Limited ("Amcomri"), Rockpool Acquisitions Plc,
the Special Purpose Acquisition Company ("SPAC") announces that it has
received notice from the Amcomri shareholder group led by Amcomri Holdings
Limited (the "Amcomri Shareholders"), that they are withdrawing from the
Proposed Transaction and therefore the Acquisition will not now proceed.

 

Under the terms of the Heads, if any of the Amcomri Shareholders withdraw from
the Proposed Transaction, except in certain circumstance which do not apply in
this case, Amcomri will reimburse the Company for all reasonable costs, fees,
disbursements and expenses which have been incurred by Rockpool in connection
with its investigation, evaluation, pursuit and negotiation of the Proposed
Transaction.

 

Following receipt of the costs reimbursement, the Company will have cash
resources which it anticipates will be sufficient to cover the transaction
costs of making an alternative acquisition (on the assumption that the
consideration for such an alternative acquisition would consist wholly of new
shares in the Company) and of the Company's subsequent readmission to the
market.

 

As the proposed reverse takeover of Amcomri by the Company will no longer
proceed, 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 possible.  If that
application is successful, trading in the ordinary shares would recommence and
continue until the Company announces that it is pursuing a particular
alternative reverse takeover transaction.

 

The Board will now consider alternative transactions with suitable targets.
Targets would be considered that are active in any sector of the economy and
in any geographical location 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.

 

The minimum market capitalisation of a company seeking admission to the
Official List pursuant to Listing Rule 2.2.7R was increased from £700,000 to
£30 million with effect from 2 December 2021, subject to certain transitional
provisions that, inter alia, disapplied that increase to SPACS in certain
circumstances ("SPAC Provisions").  As announced on 1 December 2023, the
Company did not make an application for prospectus review and eligibility
review before the expiry of the SPAC Provisions and therefore the minimum £30
million market capitalisation requirement will apply to any application for
readmission following any future RTO.

 

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/)

 

 

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

                          julian.bosdet@abchurch-group.com

 

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