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ROC Rockpool Acquisitions Plc

4.50
0.00 (0.00%)
28 Mar 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Rockpool Acquisitions Plc LSE:ROC London Ordinary Share GB00BF2MWC40 ORD GBP0.05
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 4.50 0.00 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Finance Services 0 -297k -0.0233 -1.93 572.63k

Rockpool Acquisitions PLC Interim Report for period ended 30 September 2017 (5849A)

29/12/2017 10:50am

UK Regulatory


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TIDMROC

RNS Number : 5849A

Rockpool Acquisitions PLC

29 December 2017

Rockpool Acquisitions Plc

("Rockpool" or "the Company")

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.

Interim Report for the period ended 30 September 2017

Rockpool Acquisitions Plc announces its unaudited interim results for the period ended 30 September 2017.

Highlights

-- Successfully admitted to trading on the Standard segment of the Main Market of the London Stock Exchange on 12 July 2017

   --     Raised GBP1.235m cash (gross) through the issue of 12,725,003 new ordinary shares 
   --     Announced on 20 November 2017 potential Reverse Takeover of Greenview Gas Limited 
   --     Cash balance as at 29 December 2017 of GBP358,836.92 

Chairman's Statement

I am pleased to present the Interim Report for the six months ended 30 September 2017. During the period the Company made a loss of GBP61,308 which is mainly attributable to professional fees incurred relating to the Listing and general administration expenses.

The Company announced on 20 November that it had entered into a loan agreement with Greenview Gas Ltd ("Greenview"), a heating, gas, electrical and renewable energy company in Northern Ireland, and that the loan agreement included the right to an option to acquire the entire share capital of Greenview for consideration consisting of the issue of new ordinary shares of the Company, subject to certain conditions. If that option were to be granted, and subsequently exercised, which the Board believes is desirable (subject to due diligence) it would constitute a Reverse Take Over ("RTO") under the Listing Rules.

As a result of this announcement, the Company's listing was suspended 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.

Whilst the Board is unable to update shareholders on the status of any negotiations at this stage, it remains confident that it can complete a transaction that will be beneficial to all shareholders. I would like to reassure shareholders that an announcement will be made to the market as soon as circumstances allow.

Richard Beresford

Non-executive Chairman

29 December 2017

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 EU; and

-- gives a true and fair view of the assets, liabilities, financial position and loss of the Company; and

-- the Interim Report includes a fair review of the information required by DTR 4.2.7R of the Disclosure 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.

-- The Interim Report includes a fair review of the information required by DTR 4.2.8R of the Disclosure 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

29 December 2017

 
 Interim Statement of Comprehensive 
  Income 
                                                       6 months 
                                                             to 
                                                   30 September 
                                           Note            2017 
                                                      Unaudited 
                                                            GBP 
 
 
 Revenue 
--------------------------------------  -------  -------------- 
 Administration expenses                               (61,308) 
======================================  =======  ============== 
 
 Operating Loss                                        (61,308) 
======================================  =======  ============== 
 
 Loss before tax                                       (61,308) 
======================================  =======  ============== 
 Tax                                                          - 
--------------------------------------  -------  -------------- 
 Loss for the period                                   (61,308) 
======================================  =======  ============== 
 
 Other Comprehensive Income                                   - 
 
 Total comprehensive Income 
 for the period                                        (61,308) 
======================================  =======  ============== 
 
 Earnings per share (pence)                   4           (0.9) 
--------------------------------------  -------  -------------- 
 
 
 
 Statement of Financial Position 
                                               30 September 
                                                       2017 
                                                  Unaudited 
                                        Note            GBP 
 ASSETS 
===================================  =======  ============= 
 
 Current assets 
===================================  =======  ============= 
 Other receivables                                   45,000 
===================================  =======  ============= 
 Cash and cash equivalents                        1,006,841 
-----------------------------------  -------  ------------- 
 Total assets                                     1,051,841 
===================================  =======  ============= 
 
 
 EQUITY 
 Capital and reserves attributable 
  to owners of the Company 
===================================  =======  ============= 
 Share Capital                             5        636,250 
===================================  =======  ============= 
 Share Premium                             5        461,500 
===================================  =======  ============= 
 Retained Earnings                                 (61,308) 
===================================  =======  ============= 
 
                                                  1,036,442 
-----------------------------------  -------  ------------- 
 
 LIABILITIES 
 
 Current liabilities 
 Trade and other payables                            15,399 
 
 Total liabilities                                   15,399 
-----------------------------------  -------  ------------- 
 
 
 Total Equity and Liabilities                     1,051,841 
===================================  =======  ============= 
 
 
 

Statement of Changes In Equity

 
                                                               Attributable to owners 
                                                                       of the Company 
 
                                      Share       Share     Retained 
                                    Capital     Premium     earnings            Total 
                                        GBP         GBP          GBP              GBP 
                                  Unaudited   Unaudited    Unaudited        Unaudited 
 
 Balance as at Incorporation              -           -            -                - 
=============================  ============  ==========  ===========  =============== 
 
 Profit/(Loss) for period                 -           -     (61,308)         (61,308) 
 Other comprehensive                      -           -            -                - 
  income 
-----------------------------  ------------  ----------  -----------  --------------- 
 Total comprehensive 
  income for the period                   -           -     (61,308)         (61,308) 
-----------------------------  ------------  ----------  -----------  --------------- 
 
 Transaction with owners 
=============================  ============  ==========  ===========  =============== 
 Issue of share capital 
  net of issue costs                636,250     461,500            -        1,097,750 
=============================  ============  ==========  ===========  =============== 
 
 Balance as at 30 September 
  2017                              636,250     461,500     (61,308)        1,036,442 
 
 

Statement of Cash Flows

 
                                         6 months 
                                               to 
                                     30 September 
   Cash flow from operating                  2017 
   activities                           Unaudited 
                                              GBP 
================================   ============== 
 
 Profit/(Loss) for the period            (61,308) 
=================================  ============== 
 Changes in working capital: 
================================   ============== 
   (Increase)/decrease in trade 
    and other receivables                (45,000) 
=================================  ============== 
   Increase in trade and other 
    payables                               15,399 
---------------------------------  -------------- 
 Net cash flows from operating 
  activities                             (90,909) 
---------------------------------  -------------- 
 
 Cash flows from financing 
  activities 
--------------------------------   -------------- 
 Issue of shares net of issue 
  costs                                 1,097,750 
---------------------------------  -------------- 
 
 Net increase in cash and 
  cash equivalents                      1,006,841 
=================================  ============== 
 Cash and cash equivalents 
  at beginning of the period                    - 
--------------------------------   -------------- 
 Cash and cash equivalents 
  at end of the period                  1,006,841 
=================================  ============== 
 
 

Notes to the Unaudited Financial Statements

   1.    Basis of preparation 

The Interim Report, which includes the interim financial statements has been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting'. The Interim Report has been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.

Cyclicality

The interim results for the six months ended 30 September 2017 are not necessarily indicative of the results to be expected for the full year ending 31 March 2018. Due to the nature of the entity, the operations are not affected by seasonal variations at this stage

   2.    Financial Information 

The Interim Report for the period 21 March 2017 to 30 September 2017 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 Auditing Practices Board. In the opinion of the Directors the interim financial statements, included in the Interim Report, for the period presents fairly the financial position, and results from operations and cash flows for the period in conformity with the generally accepted accounting principles consistently applied. There are no comparative figures as this is the Company's first interim period.

The Interim Report, which includes the interim financial statements, set out above does not constitute statutory accounts within the meaning of the Companies Act 2006. It has been prepared on a going concern basis in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS) as adopted by the European Union. Except as described below, the accounting policies applied in preparing the interim financial statements are consistent with those that have been adopted in the Company's prospectus.

Risks and uncertainties

The risks and uncertainties remain unchanged from those detailed out in the Historical Financial Information included within the prospectus.

Accounting Policies

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 financial statements.

Changes in accounting policy and disclosures.

New and amended standards adopted by the Company:

There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial period 2017 that would be expected to have a material impact on the Company.

Going Concern

The directors have made appropriate enquiries, consider that adequate resources exist for the company to continue in operational existence for the foreseeable future and that, therefore, it is appropriate to adopt the going concern basis in preparing the Interim Report for the period ended 30 September 2017.

   3.    Operating Segments 

For the purpose of IFRS8, 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. 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

   4.    Earnings per share 

The calculation of the Basic and fully diluted earnings per share is calculated by dividing the loss for the six-month period to 30 September 2017 from continuing operations of GBP61,308 for the Company by the weighted average number of ordinary shares in issue during the periods of 6,646,995.

There are no potential dilutive shares in issue.

   5.    Share Capital 
 
 
 Allotted and issued 
 
 12,725,003 ordinary 
  shares of GBP0.05 each 
 

On incorporation 3 founder shares were issued for GBP0.05.

On 21 April 2017 62,500 ordinary shares of GBP0.05 were issued for GBP0.08 per share.

On 19 May 2017 1,062,500 ordinary shares of GBP0.05 were issued for GBP0.08 per share.

On 5 June 2017 750,000 ordinary shares of GBP0.05 were issued for GBP0.08 per share.

On admission 10,850,000 ordinary shares of GBP0.05 were issued were issued at a GBP0.10 per share.

As a result of the above at 30 September 2017 Share Capital totalled GBP636,250 and Share Premium GBP461,500 net of issue costs of GBP137,250.

   6.    Ultimate Controlling Party 

The Directors consider there to be no ultimate controlling party at 30 September 2017.

   7.    Approval of the Interim Report 

The Interim Report, which includes the interim financial statements, were approved by the Board of Directors on 29 December 2017.

For further information:

 
 
   Rockpool Acquisitions Plc 
 Mike Irvine, Non-Executive                           Tel: +44 (0)7971 
  Director                                                      203976 
 Neil Adair, Non-Executive          http://rockpoolacquisitions.plc.uk 
  Director 
 Richard Beresford, Non-Executive 
  Chairman 
 
 
 Shard Capital (Broker) 
 Damon Heath / Eric Woolgar   Tel: +44 (0)20 7186 
                                             9952 
 
 
 Abchurch (Financial PR) 
 Julian Bosdet / Dylan Mark           Tel: +44 (0)20 7398 
  / Alejandra Campuzano                              7741 
                              Rockpool@abchurch-group.com 
 

Notes to Editors:

Rockpool Acquisitions Plc, a Special Purpose Acquisition Company based in Northern Ireland, whose shares have been admitted to the Official List of the London Stock Exchange by way of a Standard Listing, was formed to undertake the acquisition of a company or business headquartered, or materially based in Northern Ireland with the valuation of up to GBP20 million. Once the first acquisition is completed, the Company may consider further complementary acquisitions.

Rockpool will focus on targeting an acquisition with the potential to grow to a substantial market capitalisation or, in due course, to be attractive to an industry or financial buyer. The objective of the Company following completion of an acquisition will be to inject additional capital to facilitate the expansion of that business.

The Directors are of Northern Irish origin and have over 60 years' combined experience of the local market. Between them they have considerable industry, acquisitions, legal, public markets and financial and operational experience, with good access to potential targets. The Directors believe that Rockpool's ability to provide access to significant amounts of additional capital will be the key element in being able to attract a suitable target for acquisition. It is likely that the acquisition, which Rockpool aims to make within twelve months of Admission, will be treated as a Reverse Takeover requiring the publication of a prospectus and an application to be re-admitted to the Official List of the London Stock Exchange.

Access to capital is a real issue for many fast-growing Northern Ireland businesses. The Directors believe that there will be a number of businesses attracted to the prospect of raising capital through a listed cash-shell vehicle and will actively approach Rockpool seeking a reverse takeover.

For more information about Rockpool, please visit http://www.rockpoolacquisitions.plc.uk

- Ends -

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR BKLFLDLFZFBQ

(END) Dow Jones Newswires

December 29, 2017 05:50 ET (10:50 GMT)

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