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RNS Number : 2319E
Ridgecrest PLC
06 July 2021
Prior to publication, the information contained within this
announcement was deemed by the Company to constitute inside
information as stipulated under the UK Market Abuse Regulation.
With the publication of this announcement, this information is now
considered to be in the public domain.
Ridgecrest plc
("Ridgecrest" or the "Company")
Proposed reverse takeover of Blue Air and suspension of trading
in the Company's shares on AIM
Ridgecrest, an AIM Rule 15 cash shell, is pleased to announce
that it has entered into a non-binding heads of agreement with Mr
Cristian Rada, as a result of which, subject to, inter alia, the
execution of a legally binding share purchase agreement (the
"SPA"), Ridgecrest would acquire Airline Invest SA ("Airline
Invest") and its wholly owned subsidiaries, Blue Air Aviation SA
and Blue Air Technic SRL (together "Blue Air") (the "Proposed
Transaction"). Cristian Rada and his brother are the sole
shareholders of Airline Invest.
Blue Air is a Romanian low-cost airline headquartered in
Bucharest, with its base at Henri Coand International Airport, and
with operations at Turin airport, Italy. It is reportedly the
largest Romanian airline by scheduled passengers flown, having
carried more than 32 million passengers in its 16 years of
operation.
The Proposed Transaction is classified as a reverse takeover
pursuant to the AIM Rules for Companies and accordingly the
Company's shares will be suspended from trading on AIM as of 07:30
a.m. today.
Completion of the Proposed Transaction remains subject to
certain matters including:
a) commencement and satisfactory completion of all necessary due diligence;
b) completion of a fundraising shortly proposed to be undertaken by Blue Air;
c) exchange and completion of the SPA;
d) approval by Ridgecrest's shareholders, at a general meeting
to be convened in due course (the "General Meeting"), of the
Proposed Transaction;
e) the raising of an appropriate amount of new equity funds for
the enlarged group (the "Placing");
f) the obtaining of a Rule 9 waiver by the UK Takeover Panel in
respect of the proposed issue of new shares to Cristian Rada and
his brother; and
g) readmission of the enlarged share capital of the Company to trading on AIM.
The consideration payable in respect of the Proposed Transaction
is proposed to be satisfied entirely by the issue to Cristian Rada
and his brother of 9,022,495,560 new ordinary shares in the Company
comprising, immediately thereafter (but prior to completion of the
Placing), approximately 95% of the Company's current issued share
capital. It is also intended that the Company will carry out an
appropriate share consolidation and/or share subdivision
simultaneously with completion of the Proposed Transaction. Upon
completion, Ridgecrest's name would be changed to Blue Air Group
plc.
In order to convene the General Meeting, the Company would be
required to publish an AIM Admission Document detailing, inter
alia, the terms of the Proposed Transaction. Should the Proposed
Transaction proceed, it is currently expected that the AIM
Admission Document would be published before the end of 2021.
It should be noted that the Proposed Transaction is at a
preliminary stage and there can be no guarantee that it will
complete nor as to its final terms.
Information on Blue Air
Blue Air was founded in 2004 and is based in Romania, with
additional operations in Turin, Italy. Blue Air operates Boeing
B737-800 and B737-8 aircraft and is moving to an all B737-8 fleet.
The airline prides itself on its compelling economics when compared
to other major European low-cost operators. It has an extensive
route network across most major European countries and has its own
maintenance and repair facilities. The airline was profitable
before COVID-19 impacted its operations, with audited accounts for
the 12 months ended 30 September 2019 reporting a profit before tax
of EUR6.75 million.
AIM Rule 15 Cash Shell status
The Company became an AIM Rule 15 cash shell on 5 January 2021
and as such was required to make an acquisition or acquisitions
which would constitute a reverse takeover under AIM Rule 14 (a "
Reverse Takeover " ) or be re-admitted to trading on AIM as an
investing company under the AIM Rules, on or before the date
falling six months from 5 January 2021.
As neither a Reverse Takeover nor readmission to trading on AIM
as an investing company under the AIM Rules have been completed,
trading in the Company's ordinary shares on AIM will be suspended
as of 07:30 a.m. today .
If no such transaction is completed within six months of today's
suspension, the Company's shares will be cancelled from trading on
AIM pursuant to AIM Rule 41. There can be no assurance that the
Company will be able to complete the Proposed Transaction or any
other Reverse Takeover during the six month suspension period.
As at 1 July 2021, the Company's cash position (net of current
liabilities) was approximately GBP1.9 million.
Enquiries:
Ridgecrest plc www.ridgecrestplc.com
Robert Thesiger, Chairman 07714 502807
Allenby Capital Limited (Nominated Adviser
and Joint Broker) 020 3328 5656
Nick Naylor / Liz Kirchner (Corporate Finance)
Peterhouse Capital Limited (Joint Broker) 020 7469 0930
Lucy Williams / Duncan Vasey
Barons Capital Partners Ltd (Adviser to Airline
Invest and Blue Air) 020 3167 3324
Eric Kohn TD VR +41 79 5030150
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