TIDMROC
RNS Number : 1213Y
Rockpool Acquisitions PLC
29 December 2023
Press release 29 December 2023
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 2023
Rockpool Acquisitions Plc (AIM: ROC), the S pecial 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 2023.
Overview
-- The Company's shares remained suspended following the
announcement on 15 November 2022 of the signing by the Company of
heads of terms to acquire the Amcomri Group Limited ("the Amcomri
Group" or "Amcomri"), which is the holding company of a
fast-growing, acquisitive group of companies in the engineering and
manufacturing sectors.
-- The Board had been hopeful that readmission would take place
during the period under review, but the target group has made a
number of acquisitions and they, combined with the time taken to
undertake audits of the target group, caused delays to the
production of the readmission prospectus and made that target
unattainable. Readmission is now likely to be in the second half of
2024, but that is subject to reaching agreement on revised terms
with the sellers of the Amcomri Group Limited.
-- Reported loss of GBP( 347,999 ) for the six-month period
arising from the costs of the Amcomri acquisition and preparing for
the resulting readmission, and from administrative expenses and
loan interest payable.
Chairman's Statement
Throughout the period under review, the Company's shares
remained suspended following the announcement on 15 November 2022
of the signing by the Company of 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. The board had been initially hopefully that
the acquisition and the readmission of the Company's shares would
be achievable during the period under review, if not by the end of
March 2023. Unfortunately, more time than anticipated was taken to
undertake audits of the historical financial information of the
target group and further additions to that group meant that the
timetable was unattainable. After the end of the period under
review Amcomri requested that the timetable be extended to the
second half of 2024.
The delays and the requested timetable extension mean that,
without raising additional capital or receiving some form of
support from the target company or its sellers, the Company is now
likely to have difficulty in meeting the remaining costs
anticipated to be incurred by it in relation to the acquisition of
the target and readmission. Discussions are now under way about
such support as well as revised terms for the acquisition. Those
discussions also encompass the revised timetable, but it is
unlikely that the acquisition will occur before the second half of
2024. Any such delay will, no doubt, be a source of frustration for
some of our shareholders, as the Company's shares will remain
suspended until that time, but the Board believes that the size and
profitability of the target group will mean that the outcome for
investors will be a positive one if the transaction can be
completed.
In the half year to 30 September 2023 the Company made a loss of
GBP347,999 (loss in the six months ended 30 September 2022:
GBP77,746). The increase in the loss is mainly attributable to the
professional costs of undertaking financial and legal due diligence
on the target group, preparing and negotiating agreements for the
Amcomri acquisition, and preparing a prospectus and other
documentation for the resulting readmission. The remainder of the
losses are a result of maintaining the company's listing on the
Main Market of the London Stock Exchange, audit and legal expenses
not related to the Amcomri acquisition, administrative expenses and
loan interest payable.
Outlook
As noted above, progress towards completing the acquisition of
the Amcomri group and readmission has been slower than had been
anticipated and this has resulted in a greater than expected drain
on the Company's cash reserves. As noted above, it is unlikely that
the Company will be able to complete these goals without either
raising additional funds or receiving financial support from the
sellers of the Amcomri Group. Alternatively, or additionally, the
negotiation of new terms with some or all of the Company's
professional advisers may be required, which may involve them
postponing payment of fees and/or taking shares in the Company in
lieu of cash payments for fees in the event that the transactions
did not complete in certain circumstances .
The Board would like to thank shareholders, advisers and others
for their continued support and patience during the period under
review .
Richard Beresford
Non-executive Chairman, 28 December 2023
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 and cash flows 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
28 December 2023
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
Richard Beresford, Non-Executive Chairman
Abchurch (Financial PR)
Abchurch Communications Tel: +44 (0)20 7459 4070
Julian Bosdet +44 (0)7771 663 886
Julian.bosdet@abchurch-group.com www.abchurch-group.com
Condensed Statement of Comprehensive
Income
6 months to 6 months to
30 September 30 September
2023 2022
Note
Unaudited Unaudited
GBP GBP
Revenue - -
------------------------------- ------------- ---------------- ---------------
Administration expenses (347,759) (77,381)
=============================== ============= ================ ===============
Operating Loss (347,759) (77,381)
=============================== ============= ================ ===============
Finance expense (240) (365)
=============================== ============= ================ ===============
Loss before tax (347,999) (77,746)
=============================== ============= ================ ===============
Tax - -
------------------------------- ------------- ---------------- ---------------
Loss for the period (347,999) (77,746)
=============================== ============= ================ ===============
Total Comprehensive Income for
the period attributable to the
owners of the parent company (347,999) (77,746)
============================================== ================ ===============
Loss per share (pence) 7 (2.7) (0.6)
------------------------------- ------------- ---------------- ---------------
The notes are an integral part of these condensed interim
financial statements.
Condensed Statement of Financial Position
30 September 31 March
2023 2023
Unaudited Audited
Note GBP GBP
ASSETS
Current assets
Trade and other receivables 8 33,141 51,151
Cash and cash equivalents 319,577 672,558
------------------------------------------- ----- ------------- ----------
Total assets 352,718 723,709
=========================================== ===== ============= ==========
EQUITY
Capital and reserves attributable to
owners of the Company
Share capital 636,250 636,250
Share premium 461,250 461,250
Retained deficit (833,324) (485,325)
------------------------------------------- ----- ------------- ----------
Total equity 264,176 612,175
------------------------------------------- ----- ------------- ----------
LIABILITIES
Current liabilities
Trade and other payables 9 70,502 91,072
Corporation Tax - -
Borrowings 10 6,000 6,393
------------------------------------------- ----- ------------- ----------
Total current liabilities 76,502 97,465
------------------------------------------- ----- ------------- ----------
Long Term liabilities
Borrowings 10 12,040 14,069
------------------------------------------- ----- ------------- ----------
Total Long Term liabilities 12,040 14,069
------------------------------------------- ----- ------------- ----------
Total Equity and Liabilities 352,718 723,709
=========================================== ===== ============= ==========
The notes are an integral part of these condensed interim
financial statements.
Condensed Statement of Changes in Equity
Attributable to owners of the Company
Share Capital Share Premium Retained earnings Total
GBP GBP GBP GBP
Unaudited Unaudited Unaudited Unaudited
636,250 461,250 (485,325) 612,175
============== ============== ================== ==========
- - (347,999) (347,999)
- -
-------------- -------------- ------------------ ----------
- - (347,999) (347,999)
-------------- -------------- ------------------ ----------
636,250 461,250 (833,324) 264,176
636,250 461,250 (188,236) 909,264
- - (77,746) (77,746)
- - - -
- - (77,746) (77,746)
-------------- -------------- ------------------ ----------
- - - -
636,250 461,250 (265,982) 831,517
-------------- -------------- ------------------ ----------
The notes are an integral part of these condensed interim
financial statements.
Condensed Statement of Cash Flows
6 months to 6 months to
30 September 30 September
2023 2022
Cash flow from operating activities Unaudited Unaudited
GBP GBP
=========================================== ============== ==============
Loss for the period (347,999) (77,746)
============================================ ============== ==============
Adjustments for
=========================================== ============== ==============
Interest expense 240 365
============================================ ============== ==============
Changes in working capital:
=========================================== ============== ==============
Decrease/(Increase)in trade and
other receivables 18,010 (4,167)
============================================ ============== ==============
Decrease in trade and other payables (20,569) (160,147)
-------------------------------------------- -------------- --------------
Net cash outflows from operating
activities (350,318) (241,695)
-------------------------------------------- -------------- --------------
Cash flows from financing activities
=========================================== ============== ==============
Decrease in borrowings (2,663) (65,592)
-------------------------------------------- -------------- --------------
Net cash outflows from financing
activities (2,663) (65,592)
-------------------------------------------- -------------- --------------
Net decrease in cash and cash equivalents (352,981) (307,287)
============================================ ============== ==============
Cash and cash equivalents at beginning
of the period 672,558 1,206,254
-------------------------------------------- -------------- --------------
Cash and cash equivalents at end
of the period 319,577 898,967
============================================ ============== ==============
The notes are an integral part of these condensed interim
financial statements.
Explanatory Notes to the unaudited Interim Financial
Statements
1. Basis of preparation
The Interim Report for the six months ended 30 September 2023,
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 2023 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 (UK-adopted IFRS). These unaudited interim
financial statements should be read in conjunction with the report
and financial statements for the year ended 31 March 2023.
2. Cyclicality
The interim results for the six months ended 30 September 2023
are not necessarily indicative of the results to be expected for
the full year ending 31 March 2024. Due to the nature of the
entity, the operations are not affected by seasonal variations at
this stage. The Company's principal activity during the period
continues to be a Special Purpose Acquisition Company based in
Northern Ireland. The company was formed to undertake an
acquisition of a company or business headquartered in Northern
Ireland with a valuation of up to GBP20 million. The Company's
shares are currently suspended from trading and from the Official
List as a result of the announcement made on 15(th) November
2022.
3. Financial Information
The Interim Report for the period 1 April 2023 to 30 September
2023 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 Financial Reporting Council
(FRC). 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 Section 434 of the Companies Act 2006.
Statutory financial statements for the year ended 31 March 2023
were approved by the Board of Directors on 31 July 2023. The
auditor's report on those financial statements was unqualified and
did not contain any statement under Section 498 of the Companies
Act 2006. The financial statements are available at the Companies
Registrar.
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 2023,
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) 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 .
Due to the expiry of the transitional provisions in the Listing
Rules following the changes to the minimum market capitalisation
requirements for a Standard Listing, the Company may have to seek
admission to an alternative market, such as AIM, if it is not able
to identify an alternative acquisition of sufficient value. 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
Except as described below if applicable, the accounting policies
applied in these interim financial statements are consistent with
those of the annual report and financial statements for the year
ended 31 March 2023, as described in those annual financial
statements.
4. 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.
A number of new standards are effective from 1 January 2023 but
they do not have a material effect on the company's financial
statements.
The directors do not expect that the adoption of standards and
interpretations effective for annual periods on or after 1 January
2024 will have a material impact on the company financial
statements.
Going Concern
The Company has cash resources which are currently sufficient to
meet its committed outgoings for a period of at least twelve
months. In assessing the basis of the going concern assumption, the
Directors have considered budgets and forecasts, expenditure
commitments, and events that are known to the business for a period
of at least twelve months from the date of this report, and have
concluded that there is sufficient headroom available in making
their conclusions. As noted above, however, the Company would
likely not be able to complete the acquisition of Amcomri group
without raising additional finance, receiving financial support of
the target or its sellers, or obtaining agreement from some or all
of the Company's professional advisers to postpone payment of fees
or take shares in lieu of fees. The Company is, however, in a
position to terminate the Amcomri transaction with limited or no
financial exposure to the sellers if such support, additional
finance, and / or agreements were not to be forthcoming. The
Company therefore continues to adopt the going concern basis in
preparing the Interim Report for the period ended 30 September
2023.
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.
5. 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. The Company has not traded in the period
and therefore there is no revenue.
6. Dividends
No dividend has been declared or paid by the Company during the
six months ended 30 September 2023 (six months ended 30 September
2022: GBP nil).
7. Loss per share
The calculation of loss per share is based on the loss for the
six-month period to 30 September 2023 from continuing operations of
GBP( 347,999 ) divided by the number of ordinary shares in issue
during the period of 12,725,003.
There are no potential dilutive shares in issue.
8. Trade and other receivables
30 September 31 March 2023
2023
GBP GBP
VAT 20,931 38,941
Other receivables - Prepayments 12,210 12,210
--------------------------------- ------------- --------------
Total 33,141 51,151
================================= ============= ==============
The fair value of all receivables is the same as their carrying
values stated above. All trade and other receivables are
denominated in Sterling.
At 30 September 2023 all receivables were fully performing, and
therefore do not require impairment. There has been no expected
credit loss recognised for either period presented above.
The maximum exposure to credit risk at the reporting date is the
carrying value mentioned above.
9. Trade and other payables
30 September 2023 31 March 2023
GBP GBP
Trade Payables 2,878 45,072
Accruals 67,624 46,000
---------------- ------------------ --------------
Total 70,502 91,072
================ ================== ==============
10. Borrowings
30 September 2023 31 March 2023
GBP GBP
Danske Bank COVID Bounce
Back Loan 18,040 20,463
-------------------------- ------------------ --------------
Total 18,040 20.463
========================== ================== ==============
30 September 2023 31 March 2023
GBP GBP
Current Liability 6,000 6,393
Non-current Liability 12,040 14,069
----------------------- ------------------ --------------
Total 18,040 20,463
======================= ================== ==============
Bank Borrowings
COVID Bounce Back Loan: Bank borrowings comprise a Bounce Back
Loan Scheme loan from Danske Bank received in July 2020 for
GBP30,000, 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 GBP812.40.
The fair value of current borrowings equals their carrying
amount.
The carrying amounts of the Company's borrowings are denominated
in pound sterling.
11. 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 GBP12,000
per annum for the provision of M Irvine's services. A total of
GBP6,800 (30 September 2022: GBP7,200) was charged to the Company
by Cordovan during the period inclusive of VAT, of which GBP 2,000
remains outstanding at the period end . R A D Beresford is entitled
to a director's fee of GBP12,000 per annum for the provision of his
services. A total of GBP6,600 (30 September 2022: GBP6,000) was
charged to the Company during the period, of which GBP3,000 remains
outstanding at the period-end . Neil Adair is entitled to a
director's fee of GBP12,000 per annum for the provision of his
services. A total of GBP6,800 (30 September 2022: GBP7,200) was
charged to the Company by Neil Adair during the period inclusive of
VAT, of which GBP 2,000 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 GBP164,746 (30 September 2022: GBP19,536) 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 2023 amounted to GBP 23,624 (30 September 2022:
GBP1,864).
12. Ultimate controlling party
The Directors who are listed in this report consider there to be
no ultimate controlling party as at 30 September 2023.
13. Events after the reporting date
There have been no events after the reporting date of a material
nature.
14. Approval of the Interim Report
The Interim Report, which includes the interim financial
statements, were approved by the Board of Directors on 28 December
2023.
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
Richard Beresford, Non-Executive Chairman
Abchurch (Financial PR)
Abchurch Communications Tel: +44 (0)20 7459 4070
Julian Bosdet +44 (0)7771 663 886
Julian.bosdet@abchurch-group.com www.abchurch-group.com
- Ends -
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END
IR FLFFTFVLTFIV
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December 29, 2023 04:00 ET (09:00 GMT)
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