Rockpool Acquisitions Share Discussion Threads

[hedgehog 100] 12/6/2025 12:33:09

10/06/2025 17:00 RNS Regulatory News Rockpool Acquisitions PLC Update on Potential Reverse Takeover LSE:ROC Rockpool Acquisitions Plc

"Rockpool Acquisitions Plc ("Rockpool" or "the Company")

Update on the potential Reverse Takeover of European Lingerie Group AB ("ELG")

In the Chairman's statement that accompanied the Company's Annual Report and Financial Statements for the period to 31 December 2024 which were announced on 1 May 2025, it was stated that the target for the completion of the acquisition of ELG was then being targeted for early December 2025, but that the Board was concerned that if the fundraising currently being carried out by ELG took longer than was at that point hoped the new target deadline of early December 2025 might become difficult to meet.

The Company yesterday received an update from ELG following the Company's Annual General Meeting, and whilst ELG has been making progress with its current cost-saving and EBITDA-enhancing initiatives, the fundraising is indeed taking longer than had been hoped. As a result the Board decided to continue the current pause in the Company's work on the transaction for at least another 4 to 6 weeks and now considers that completion is unlikely to take place until the second quarter of 2026.

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
[e-mail]
www.rockpoolacquisitions.plc.uk

Novella Communications (Financial PR)
Tim Robertson
Tel: [phone]
[e-mail]"






"What's Another Year" - Johnny Logan

[hedgehog 100] 10/6/2025 14:39:09

09/06/2025 16:15 RNS Regulatory News Rockpool Acquisitions PLC Result of AGM LSE:ROC Rockpool Acquisitions Plc

"Rockpool Acquisitions Plc

("Rockpool" or "the Company")

Result of Annual General Meeting

Rockpool Acquisitions Plc, the Special Purpose Acquisition Company ("SPAC") seeking a suitable Reverse takeover opportunity from any industry, geographic location or domicile, announces that at, the Company's Annual General Meeting ("AGM") held on Monday 9th June 2025 at Suite 204, The Kelvin, 17 College Square East, Belfast BT1 6DE resolutions 1 to 9 put to shareholders were duly passed as ordinary resolutions and resolution 10 was duly passed as a special resolution.

A copy of the notice of the AGM and of the results of the Poll are available at the Company's website:



Ends -

For further information please contact:

Rockpool Acquisitions Plc
Mike Irvine, Non-Executive Director [e-mail]
www.rockpoolacquisitions.plc.uk

Novella Communications (Financial PR)
Tim Robertson Tel: [phone]
[e-mail]

- Ends -"

[hedgehog 100] 19/5/2025 11:40:40

16/05/2025 13:00 RNS Regulatory News Rockpool Acquisitions PLC Notice of AGM LSE:ROC Rockpool Acquisitions Plc

"Notice of Annual General Meeting

The 2025 annual general meeting ("Meeting") of Rockpool Acquisitions Plc will be held at Suite 204, The Kelvin, 17 College Square East, Belfast BT1 6DE on Monday 9th June 2025 at 3pm.

The following documents were made available to shareholders on 15th May 2025:

a) Notice of Meeting;
b) Shareholder Proxy Form; and
c) A copy of the Company's annual report and accounts for the period ended 31 December 2024 ("2024 Annual Report & Accounts"), which were published on 30 April 2025.

The Notice of Meeting and 31 December 2024 Annual Report & Accounts are also available on the Company's website: www.rockpoolacquisitions.plc.uk/information-for-investors

In accordance with Listing Rule 9.6.1, copies of the above documents have been uploaded to the National Storage Mechanism (NSM) and will be available for viewing shortly at:

Ends -

For further information please contact:

Rockpool Acquisitions Plc
Mike Irvine, Non-Executive Director [e-mail]
www.rockpoolacquisitions.plc.uk

Novella Communications (Financial PR)
Tim Robertson Tel: [phone]
[e-mail]"

[hedgehog 100] 08/1/2025 12:25:08

"London stock market shows signs of recovery after challenging 2024​
​​
Despite a tough 2024 with limited IPOs, the London Stock Exchange looks set for transformation in 2025 with major listings planned and improved investor confidence.​

Written by: Axel Rudolph FSTA | Senior Technical Analyst, London

Signs of market recovery emerge

The London Stock Exchange is showing promising signs of revival after a challenging 2024, with several major listings in preparation. These include Greek firm Metlen, targeting a £5 billion valuation, and Chinese retailer Shein, potentially worth £50 billion.

​Trading online data shows only £700 million was raised through eight initial public offerings (IPOs) in 2024, down from £800 million across 11 IPOs in 2023. Moreover, fears about the London market were exacerbated as three times as many firms left the market—via takeovers or relocating to other countries—as arrived. This decline reflects broader market challenges.

​The FCA's new listing rules aim to attract more growth-focused businesses. Recent developments include UK equity funds seeing their first net inflows in 42 months.

​French media company Vivendi decision to list Canal+ in London signals growing international confidence in the market.

Potential takeover targets emerge

​Several UK companies have been identified as potential takeover targets by analysts.

​ITV, valued at £2.7 billion, continues to attract takeover speculation, particularly from private equity firms. B&M's upcoming leadership transition makes it another attractive target.

​Burberry, now valued at £3.4 billion after leaving the FTSE 100, appears vulnerable to acquisition given its strong brand value.

​Larger companies like Diageo (£55 billion) and Whitbread (£5.2 billion) are also being watched for potential corporate activity.

Regulatory reforms support market confidence

​Recent FCA reforms have made the market more appealing for trading and investing. These changes aim to attract entrepreneurs and growth companies.

​Political stability and improved investor confidence are cited as crucial factors for market recovery. The end of regulatory uncertainty has boosted market sentiment.

​Online trading platforms report increased interest in UK equities following these developments.

​Market participants are optimistic about London regaining its position as a leading global financial hub.

Global competition intensifies

​Europe's largest 2024 listing, CVC's €2 billion IPO, choosing Amsterdam highlights ongoing competition. This reflects the need for London to maintain its competitive edge.

​Trading signals indicate increased activity in European financial centres competing with London.

​The market faces challenges from other global financial hubs seeking to attract major listings.

​London's response through regulatory reforms and market innovations aims to address this competition.

Outlook for 2025

​2025 could mark a turning point for the London market, with several significant IPOs planned. Index funds may benefit from this renewed activity.

​Improved political stability and regulatory clarity provide a stronger foundation for market growth.

​The combination of new listings and reforms could help London reassert its position globally.

​Success will depend on converting current optimism into tangible market activity. ..."

[hedgehog 100] 29/12/2024 12:31:42

European Lingerie Group looks like a great Peter Lynch bottom-up pantyhose type of stock:-

"AAII Journal - January 1997

The Peter Lynch Approach to Investing in "Understandable" Stocks

By Maria Crawford Scott

No modern-day investment "sage" is better known than Peter Lynch. Not only has his investment approach successfully passed the real-world performance test, but he strongly believes that individual investors have a distinct advantage over Wall Street and large money managers when using his approach. Individual investors, he feels, have more flexibility in following this basic approach because they are unencumbered by bureaucratic rules and short-term performance concerns.

Mr. Lynch developed his investment philosophy at Fidelity Management and Research, and gained his considerable fame managing Fidelity’s Magellan Fund. The fund was among the highest-ranking stock funds throughout Mr. Lynch’s tenure, which began in 1977 at the fund’s launching, and ended in 1990, when Mr. Lynch retired.

Peter Lynch’s approach is strictly bottom-up, with selection from among companies with which the investor is familiar, and then through fundamental analysis that emphasizes a thorough understanding of the company, its prospects, its competitive environment, and whether the stock can be purchased at a reasonable price. His basic strategy is detailed in his best-selling book "One Up on Wall Street" [Penguin Books paperback, 1989], which provides individual investors with numerous guidelines for adapting and implementing his approach. His most recent book, "Beating the Street" [Fireside/Simon & Schuster paperback, 1994], amplifies the theme of his first book, providing examples of his approach to specific companies and industries in which he has invested. These are the primary sources for this article.

The Philosophy: Invest in What You Know

Lynch is a "story" investor. That is, each stock selection is based on a well-grounded expectation concerning the firm’s growth prospects. The expectations are derived from the company’s "story"--what it is that the company is going to do, or what it is that is going to happen, to bring about the desired results.

The more familiar you are with a company, and the better you understand its business and competitive environment, the better your chances of finding a good "story" that will actually come true. For this reason, Lynch is a strong advocate of investing in companies with which one is familiar, or whose products or services are relatively easy to understand. Thus, Lynch says he would rather invest in "pantyhose rather than communications satellites," and "motel chains rather than fiber optics."

Lynch does not believe in restricting investments to any one type of stock. His "story" approach, in fact, suggests the opposite, with investments in firms with various reasons for favorable expectations. In general, however, he tends to favor small, moderately fast-growing companies that can be bought at a reasonable price. ..."

[hedgehog 100] 19/12/2024 18:10:56

"The consideration for the Acquisition, if it is concluded, ("the Price") will be settled by the issue of new ordinary shares of Rockpool, valuing each ordinary share at 10p per share (compared with a mid-market price of 2.85p at close on Tuesday 17th December 2024). The Price will be agreed by Rockpool and the sellers in light of the valuation at which the Company's brokers anticipate being able to procure investors to subscribe for new ordinary shares in the Placing as well as the price at which the Target raises funds in the Pre-RTO Fundraising."



So a 10p/share RTO valuation for current ROC shares.

Compared to a current ROC share price (suspended) of 2.85p, market cap. £362,663 (12,725,003 shares in issue).

I.e. an increase 'on paper' of over 3.5 times: over 250%!


Thanks and well done to ROC's management for arranging this proposed deal, and fingers crossed that it completes.

And well done to ROC shareholders who had the patience and understanding to hold on.

[hedgehog 100] 19/12/2024 17:16:33

18/12/2024 09:26 RNS Regulatory News Rockpool Acquisitions PLC Potential reverse takeover European Lingerie Group LSE:ROC Rockpool Acquisitions Plc

"Heads of Agreement signed with European Lingerie Group, AB ("ELG AB" or "the Target")

Potential Reverse Takeover and Temporary Suspension of Listing

Rockpool Acquisitions Plc, the Special Purpose Acquisition Company ("SPAC") whose shares are listed in the Equity Shares (Shell Companies) category of the Official List and traded on the Main Market of the London Stock Exchange, is pleased to announce that it has entered into heads of terms ("Heads") relating to the proposed acquisition (the "Acquisition") of the entire issued and to be issued share capital of European Lingerie Group AB, a Swedish company that is the holding company of a long-established vertically-integrated intimate apparel group ("the Group"). The intention is to seek readmission to the Main Market and admission to the Equity Shares (Commercial Companies) category of the UK's Official List (together, "Readmission") on completion of the Acquisition.

The Acquisition, if completed, will constitute a "initial transaction" under Section 13.4 of the UK Listing Rules. Therefore, in accordance with UKLR 21.1.4 and 21.3, the Company has requested a suspension of its listing pending either the issue of an announcement giving further details of the initial transaction, the publication of a prospectus, or an announcement that the Acquisition is no longer in contemplation. The suspension will take effect immediately. Rockpool and the other parties to the Heads intend to proceed as quickly as possible and have agreed that they will work together in good faith with a view to signing and effecting the Acquisition and Readmission in the first half of 2025.

ELG AB can trace its origins back to 1885 and carries on the production, wholesaling and (to a limited extent currently) retailing of intimate apparel, as well as the production of fabrics used in the making of intimate apparel. The Group, which is headquartered in Germany, where it also has design and production facilities, additionally has factories in Hungary and Latvia. It also undertakes a limited amount of outsourcing to producers in other countries. ELG manufactures garments under its own brands of Felina, Senselle and Conturelle and these have a high level of recognition in its main markets in Germany and the Benelux but are also sold in a wide range of other markets from Australia to the United States. The Group, through its Lauma fabrics division, also manufactures and supplies fabrics which are incorporated into garments made by over 100 other lingerie producers, including a number of other leading brands, such as Triumph and Wacoal. The LYCRA Company's factory at Maydown, Co. Derry, N. Ireland, is a major supplier of yarn to the Group and works increasingly closely with it.

SIA European Lingerie Group (a company incorporated in Latvia) is the parent company of the Group's operating companies. ELG AB is currently the holder of 70% of the issued and to-be-issued share capital of SIA European Lingerie Group, but has an option to acquire the remaining 30% that it intends to exercise prior to completion of its acquisition by Rockpool.

In 2023 European Lingerie Group AB had a turnover of not less than €53m (circa £44m) and adjusted EBITDA of not less than €2.1m (circa £1.7m) (provisional figures subject to final audit). The Group is currently undertaking a programme of asset disposals, sale and lease back transactions, debt reduction and debt refinancing at the same time as pursuing efficiency improvements and other initiatives which are targeted at improving EBITDA further in 2025 and beyond.

The intention is for the Company and European Lingerie Group AB to raise funds in a combination of a pre-initial transaction fundraising (the "Pre-RTO Fundraising") by the Target and a placing of new ordinary Rockpool at Readmission ("the Placing"), with the net proceeds being used to provide additional working capital for the Group and to fund certain new business initiatives and, potentially, an acquisition.

The Heads provide that completion of the Acquisition will be subject to a number of matters, including the negotiation of a formal sale and purchase agreement ("the SPA"), the satisfactory conclusion of due diligence, and Readmission.

The consideration for the Acquisition, if it is concluded, ("the Price") will be settled by the issue of new ordinary shares of Rockpool, valuing each ordinary share at 10p per share (compared with a mid-market price of 2.85p at close on Tuesday 17th December 2024). The Price will be agreed by Rockpool and the sellers in light of the valuation at which the Company's brokers anticipate being able to procure investors to subscribe for new ordinary shares in the Placing as well as the price at which the Target raises funds in the Pre-RTO Fundraising.

In lieu of the five-year options to acquire 10% of the post-readmission fully diluted Ordinary Share capital of Rockpool that were proposed in Rockpool's original prospectus, the parties to the Heads have agreed that Rockpool's founders ("the Founders") will receive between them four-year options over, in aggregate, 4% of the fully diluted share capital of Rockpool as it is immediately following Readmission. The exercise price will be 11p per share. Each of the Founders will also receive a cash bonus of £35,000 on Readmission. The Heads provide that one of the Founders may remain on the Board for up to 18 months, should they wish to do so.

As mentioned above, as well as being subject to contract, the Acquisition is subject to certain conditions, including obtaining of a whitewash under Rule 9 of the Takeover Code, there being no adverse change or deterioration in the business, assets, financial or trading position or prospects of European Lingerie Group or its subsidiaries between the date of the Heads and completion which is in the reasonable opinion of the Rockpool Board material. Rockpool will be required to give certain warranties in the SPA relating to, amongst other things, its assets and liabilities and its shareholdings.

The costs of the Acquisition and Readmission will be met by ELG with Rockpool's cash being used initially to meet those, and ELG making payments towards those costs as follows:

(a) a contribution of £20,000 per calendar month from 1st March 2025 onwards; and

(b) if it is successful in its planned Pre-RTO Fundraising or in the disposal of assets as part of the programme outlined above, a contribution of at least 2.5% of the amounts raised (in the case of the assets disposals, net of associated debt repayment) in additional monthly instalments.

ELG has also agreed to indemnify Rockpool in relation to its costs and wasted overhead should the transaction not proceed to completion for certain reasons. Any amount payable pursuant to that indemnity will carry interest from the date that the relevant expense was incurred by Rockpool and will be paid in four equal monthly instalments with the first instalment being due 30 days after Rockpool presents its calculation of the amount due.

The Heads contain an exclusivity obligation on the part of the parties thereto other than Rockpool for a period ("the Exclusivity Period") ending on 30 June 2025 or, if later, such date as either (i) Rockpool or (ii) the target or the sellers communicate to the other their decision not to pursue the Acquisition and Readmission.

Rockpool has undertaken that during the Exclusivity Period neither Rockpool nor its Directors will carry out a restricted action within the meaning of Rule 21.1 of the UK's Takeover Code without the prior written consent of the Target (other than any action that is contemplated by the Heads) and such consent may not to be unreasonably withheld or delayed. Rockpool may terminate negotiations in relation to the Proposed Transactions at any time if the parties other than Rockpool are in breach of the Heads or Rockpool has received any alternative offer to conduct an initial transaction without incurring any liability to the Sellers or the Target in relation to such termination.

Mike Irvine, co-founder and Non-Executive Director of Rockpool, said: "I am delighted that we are able to announce the potential acquisition of European Lingerie Group that is intended to see Rockpool transform from a SPAC into a profitable trading enterprise. European Lingerie Group's long track record and growth plans make the Acquisition a transaction that should create value for its shareholders as well as those of Rockpool. It is particularly pleasing that the Group already has a connection with Northern Ireland through its relationship with Lycra."

Indrek Rahumaa, the CEO of European Lingerie Group AB, commented: "After thorough analysis and a review of several capital markets and a significant number of shells, European Lingerie Group is delighted to have entered into heads of terms with Rockpool. ELG AB is committed to the transaction and the associated capital raises for a number of reasons, including that a listing by way of a reverse into Rockpool should enable ELG AB to use its shares as an acquisition currency and there are currently several attractive opportunities being considered."

"Also, being able to make partial payment in Rockpool shares will enable an alignment of the interests of the selling shareholders and founders of these targets with our own. The pre-RTO Fundraising and the Placing are aimed at bringing the capital for ELG to execute planned celebrity brand launches as well as improve its existing distribution model. ELG has tremendous expertise in creating and selling world class lingerie. Those management capabilities when combined with new capital, will enable us to execute a highly competitive strategy."

Alistair Williamson, Vice President, EMEA & South Asia at The LYCRA Company said, "European Lingerie Group is a valued long-term customer of The LYCRA Company and our Maydown manufacturing site located in Londonderry, Northern Ireland. We are excited about the opportunity to build an even closer relationship as European Lingerie Group joins forces with Rockpool."

- Ends -

Notes to Editors - Photography.

High or Low resolution model / product photographs are available on the attached JPG or from Abchurch. These come in the form of thumbnails with OneDrive links through which to download at high-resolution.



For further information please contact:

Rockpool Acquisitions Plc [e-mail]
Mike Irvine, Non-Executive Director www.rockpoolacquisitions.plc.uk

Abchurch: Financial PR and Investor Relations Tel: [phone] [phone]
Julian Bosdet [e-mail]
www.abchurch-group.com

European Lingerie Group, AB [e-mail]
Indrek Rahumaa, CEO www.elg-corporate.com "

[hedgehog 100] 11/12/2024 13:05:17

Solarno,

There have been numerous aborted RTOs to the London stock market this decade, but I can't recall a single one apart from here where aborted RTO costs have been recovered from the target, though in many case the target appeared to be at fault.

Look at CRES as just one of many examples:-

26/10/2023 08:07 UK Regulatory Citius Resources PLC Project Update LSE:CRES Citius Resources Plc


10/11/2023 10:00 UK Regulatory Citius Resources PLC Half-year Report LSE:CRES Citius Resources Plc
" ... On 9 June 2022 the Company announced that it has entered into a binding Heads of Terms with regard to the possible acquisition of 100% of the share capital of AUC Mining (U) Limited ("AUC"). As part of the Heads of Terms, the Company loaned AUC GBP249,341. On 26 October 2023, the Company agreed to terminate the agreement with AUC for the acquisition of the Kamalenge project, and therefore, the loan was impaired to Nil. ..."



And there have been two aborted RTOs here, neither of which were ROC's fault.

The COVID-19 pandemic appeared to be a major factor in the first abortion; and with the second one, Amcomri appeared to have 'messed ROC about', for which they have had to pay compensation.

[solarno lopez] 11/12/2024 12:50:14

.......And like ARA's directors, ROC's directors are unpaid, so have no incentive to spin this out.

If you check the latest annual report you will see that the directors are in fact paid !

[solarno lopez] 11/12/2024 12:42:27

To recover costs is built in to such transactions Hedgehog as you well know

Now look back in the company’s history and note the number of failed transactions over some 7 years

[hedgehog 100] 11/12/2024 12:18:36

Well Solarno,

They were sharp enough to have arranged repayment to them of most of their aborted RTO costs from Amcomri.

Not many shells who suffer aborted RTOs (which is quite common), even when it's the fault of the target, seem to manage that.

And not unlike ARA's directors, ROC's directors are very modestly paid, so have no real incentive to spin this out.

The seven years since floatation partly explains why ROC is down at this low level, and both of ROC's aborted RTOs during that period have looked good.

But they now want to accelerate things, which is why they have widened the scope of their targets beyond Northern Ireland, which was quite restrictive.

And if they achieve even a third of ARA's £3M. RTO share, as with the Amcomri deal, that equates to 7.86p per ROC share.

But it could be higher than that, especially considering the 'minimum £30 million market capitalisation on readmission' rule that now applies.


Interestingly, Amcomri is now expected to IPO on AIM next week, with a c. £50M. market cap.:-

"Amcomri gears up for December 19 IPO launch

Alliance News5 December, 2024 | 3:00PM

Alliance News) - Amcomri Group PLC on Thursday said it expects to be admitted to London's Alternative Investment Market on December 19.

Key details of the London-based engineering services firm's listing have not yet been disclosed, including its anticipated market capitalisation on admission, the issue price of its shares and the level of capital it is trying to raise.

Rumours of Amcomri's estimated GBP50 million flotation started circulating back in July, when the company was reported to be in talks with financial advisor and broker Cavendish Capital Markets Ltd. ..."

[solarno lopez] 11/12/2024 11:02:24

And just to add, this board of directors are not as sharp as those at Aura

[solarno lopez] 11/12/2024 09:20:06

Its only been going 7 years !!

[hedgehog 100] 09/12/2024 17:06:24

Some great news today from ARA, a comparable shell to ROC:-

09/12/2024 08:00 RNS Regulatory News Aura Renewable Acquisitions PLC Proposed Initial Transaction LSE:ARA Aura Renewable Acquisitions Plc

"Proposed Initial Transaction - acquisition of Zero Carbon Technologies Limited

Aura Renewable Acquisitions Plc, a UK-based company, whose objective is to invest in the global renewable energy sector supply chain and thereby build shareholder value, is pleased to announce that as of 6 December 2024, it has entered into heads of terms (the "Heads of Terms") with Zero Carbon Technologies Limited ("ZCT"), a UK incorporated company with planned battery recycling operations in Europe ...

Valuation: ZCT's pre-money valuation is required to be a minimum of £30 Million. The pre-money value of ARA will be calculated as 10% of the pre-money value of the merged group, excluding the proceeds of the proposed Capital Raise and the Target Financing, such that ARA shareholders will hold 10.0% on an undiluted basis of the shares in ARA immediately after completion of the Proposed Acquisition, excluding those issued to investors under the proposed Target Financing and Capital Raise. ..."




So a £3M. valuation for current ARA shares, with 10,500,000 shares currently in issue, equates to a valuation of 28.57p per ARA share.

Compared to a current ARA share price (suspended) of 4.25p, market cap. £446,250.

I.e. an increase 'on paper' of over 6.7 times: over 570%!

This shows the sort of multibagger gains that could be very possible with ROC, from its current depressed share price of just 2.25p, market cap. £286K.

[hedgehog 100] 11/4/2024 14:43:30

An interesting and inspiring new video about a Northern Ireland Company, Circular Group, that is achieving great success in the circular economy: with an innovative approach and advanced technology, and exporting globally:-

"Unlocking global trade ambitions for UK businesses

How government support helped a Northern Ireland SME accelerate its exports to five continents"




"CUSTOMER FOCUSED WET PROCESSING SOLUTIONS

OUR COMPETITIVE ADVANTAGE LIES IN OUR TEAM"

"ABOUT

Circular specialise in the supply of tailored wet processing solutions for sand, aggregates and recycling applications.

We are based in Northern Ireland, one of the world’s premier locations for producing aggregate processing equipment and known for its excellence in engineering & manufacturing.

Our direct & personal approach to meeting our customer needs and developing unrivalled technical & commercial solutions are at the forefront of what we do.

We adapt our approach & project delivery to suit our customer profile, ranging from private family enterprises to large stock-listed & national producers."