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| 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 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Finance Services | 0 | -297k | -0.0233 | -1.93 | 572.63k |
From Apr 2019 to Apr 2024
TIDMROC
RNS Number : 3046L
Rockpool Acquisitions PLC
21 December 2018
Press release 21 December 2018
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 2018
Rockpool Acquisitions Plc (AIM: ROC), the Special 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 2018.
Highlights
Hot Features
Premium
-- Profit of GBP17K following consultancy fees and loan interest
-- Greenview Gas Ltd ("Greenview" or "Greenview Gas") acquisition is progressing well
-- Cash balance as at 21(st) December 2018 of GBP19K
Chairman's Statement
I am pleased to present the Interim Report for the half year ended 30 September 2018. During this period, the Company made a profit of GBP17,001, which is attributable to consultancy services provided to Greenview Gas and accrued interest on the loan made to that company.
The Company announced, on 20 November 2017, that it had entered into a loan agreement with Greenview Gas, a heating, gas, electrical and renewable energy company in Northern Ireland, which is progressing well. 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 was 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 that 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 detailing that the RTO would no longer take place. Whilst the situation remains the same, considerable progress has been made with regard to the potential acquisition of Greenview and the Company will update shareholders as and when appropriate.
I would like to thank shareholders and others for their support and patience during 2018 and look forward to a positive year ahead.
Richard Beresford
Non-executive Chairman
21 December 2018
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;
-- gives a true and fair view of the assets, liabilities, financial position and loss of the Company;
-- 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; and
-- 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
21 December 2018
Interim Statement of Comprehensive
Income
6 months to 21 March 2017
30 September to
2018 30 September
Note 2017
Unaudited
GBP Unaudited
GBP
Revenue 25,000 -
-------------------------------------- ------- -------------- --------------
Administration expenses (27,869) (61,308)
====================================== ======= ============== ==============
Operating Profit /
(Loss) (2,869) (61,308)
====================================== ======= ============== ==============
Finance income 19,870 -
====================================== ======= ============== ==============
Profit / (Loss) before
tax 17,001 (61,308)
====================================== ======= ============== ==============
Tax - -
-------------------------------------- ------- -------------- --------------
Profit / (Loss) for
the period 17,001 (61,308)
====================================== ======= ============== ==============
Other Comprehensive - -
Income
Total Comprehensive Income
for the period 17,001 (61,308)
=============================================== ============== ==============
Earnings per share
(pence) 5 0.13 (0.9)
-------------------------------------- ------- -------------- --------------
Statement of Financial Position
30 September 31 March
2018 2018
Unaudited Audited
Note GBP GBP
ASSETS
=================================== ====== ============= ===========
Current assets
=================================== ====== ============= ===========
Trade and other receivables 6 867,773 842,903
=================================== ====== ============= ===========
Cash and cash equivalents 48,038 91,391
----------------------------------- ------ ------------- -----------
Total assets 915,811 934,294
=================================== ====== ============= ===========
EQUITY
Capital and reserves attributable
to owners of the Company
=================================== ====== ============= ===========
Share capital 636,250 636,250
=================================== ====== ============= ===========
Share premium 461,250 461,250
=================================== ====== ============= ===========
Retained earnings (277,100) (294,101)
=================================== ====== ============= ===========
820,400 803,399
----------------------------------- ------ ------------- -----------
LIABILITIES
Current liabilities
Trade and other payables 7 95,411 130,895
Total liabilities 95,411 130,895
----------------------------------- ------ ------------- -----------
Total Equity and Liabilities 915,811 934,294
=================================== ====== ============= ===========
Statement of Changes in Equity
Attributable to owners of
the Company
Share Share Premium Retained
Capital earnings Total
GBP GBP GBP GBP
Unaudited Unaudited Unaudited Unaudited
Balance as at 1 April 2018 636,250 461,250 (294,101) 803,399
================================ ============ ============== ========== ===============
Profit/(Loss) for period - - 17,001 17,001
Other comprehensive income - - - -
-------------------------------- ------------ -------------- ---------- ---------------
Total comprehensive income
for the period - - 17,001 17,001
-------------------------------- ------------ -------------- ---------- ---------------
Transaction with owners
================================ ============ ============== ========== ===============
Issue of share capital net - - - -
of issue costs
-------------------------------- ------------ -------------- ---------- ---------------
Total transactions with owners - - - -
-------------------------------- ------------ -------------- ---------- ---------------
Balance as at 30 September
2018 636,250 461,250 (277,100) 820,400
Attributable to owners of
the Company
Share Share Premium Retained
Capital earnings Total
GBP GBP GBP GBP
Unaudited Unaudited Unaudited Unaudited
Balance as at incorporation - - - -
on 21 March 2017
================================= ============ ============== ========== ===============
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 ordinary shares 636,250 598,750 - 1,235,000
================================= ============ ============== ========== ===============
Share issue costs - (137,500) - (137,500)
--------------------------------- ------------ -------------- ---------- ---------------
Total transactions with owners 636,250 461,250 - 1,097,500
--------------------------------- ------------ -------------- ---------- ---------------
Balance as at 30 September 2017 636,250 461,250 (61,308) 1,036,192
Statement of Cash Flows
6 months to 21 March 2017 to
30 September 2018 30 September 2017
Unaudited Unaudited
Cash flow from operating activities GBP GBP
====================================================== =================== ===================
Profit/(Loss) for the period 17,001 (61,308)
======================================================= =================== ===================
Changes in working capital:
====================================================== =================== ===================
(Increase)/decrease in trade and other receivables (24,870) (45,000)
======================================================= =================== ===================
Increase/(decrease) in trade and other payables (35,484) 15,399
------------------------------------------------------- ------------------- -------------------
Net cash flows from operating activities (43,353) (90,909)
------------------------------------------------------- ------------------- -------------------
Cash flows from financing activities
====================================================== =================== ===================
Issue of shares net of issue costs - 1,097,750
------------------------------------------------------- ------------------- -------------------
Net cash flows from financing activities - 1,097,750
------------------------------------------------------- ------------------- -------------------
Net increase in cash and cash equivalents (43,353) 1,006,841
======================================================= =================== ===================
Cash and cash equivalents at beginning of the period 91,391 -
------------------------------------------------------ ------------------- -------------------
Cash and cash equivalents at end of the period 48,038 1,006,841
======================================================= =================== ===================
Notes to the unaudited Interim 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 unaudited interim financial statements for the six months ended 30 June 2018 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 International Financial Reporting Standards (IFRS) as adopted by the European Union.
Cyclicality
The interim results for the six months ended 30 September 2018 are not necessarily indicative of the results to be expected for the full year ending 31 March 2019. 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 1 April 2018 to 30 September 2018 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.
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. Statutory financial statements for the period ended 31 March 2018 were approved by the Board of Directors on 31 July 2018. The auditor's report on those financial statements was unmodified, but did include an emphasis of matter relating to going concern.
Risks and uncertainties
The principal risks and uncertainties have not substantially changed from those set out in the Report and the audited financial statements.
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 interim financial statements.
Changes in accounting policy and disclosures.
New and amended standards adopted by the Company:
The following new IFRS standards and/or amendments to IFRS standards are mandatory for the first time for the Company:
-- IFRS 9 - Financial Instruments (effective 1 January 2018) -- IFRS 15 - Revenue from contracts with customers (effective 1 January 2018)
-- IFRS 2 (Amendments) - Share-based payments - classification and measurement (effective 1 January 2018)
-- Annual Improvements 2014-2016 Cycle
-- IFRIC Interpretation 22 - Foreign currency transactions and advanced consideration (effective 1 January 2018)
The Directors believe that the adoption of these standards have not had a material impact on the financial statements.
Going Concern
The directors 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 2018.
3. 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. 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. Dividends
No dividend has been declared or paid by the Company during the six months ended 30 September 2018 (six months ended 30 September 2017: GBPnil).
5. Earnings per share
The calculation of earnings per share is based on the profit for the six-month period to 30 September 2018 from continuing operations of GBP17,001 divided by the number of ordinary shares in issue during the period of 12,725,003.
There are no potential dilutive shares in issue.
6. Trade and other receivables
30 September 31 March 2018
2018
GBP GBP
Trade receivables 25,000 -
Secured loan receivable 793,070 793,070
Accrued loan interest 49,703 29,833
Other receivables - 20,000
_______ _______
Total 867,773 842,903
The fair value of all receivables is the same as their carrying values stated above.
At 30 September 2018 all receivables were fully performing, and therefore do not require impairment.
The maximum exposure to credit risk at the reporting date is the carrying value mentioned above.
On 17 November 2017, the Company entered into a loan agreement with Greenview Gas Ltd, a heating, gas, electrical and renewable energy company registered in Northern Ireland, to provide a secured loan facility of up to GBP793,000. The full amount under the facility was drawn down by Greenview Gas Ltd during the previous financial year and has not yet been repaid.
7. Trade and other payables
30 September 2018 31 March 2018
GBP GBP
Trade payables 87,811 115,895
Accruals 7,600 15,000
_______ _______
Total 95,411 130,895
8. Related party transactions
On 9 June 2017, the Company entered into an agreement with Cordovan Capital Management Limited ("Cordovan Capital"), a company in which M Irvine and N Adair are directors and shareholders, regarding an exclusive mandate to provide corporate finance services to the Company.
In addition, 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 each for the provision of M Irvine's and N Adair's services. A total of GBP14,400 (30 September 2017: GBP7,200) was charged to the Company during the period inclusive of VAT, of which all was outstanding at period-end.
A total of GBP50,000 has been paid to McCarthy Denning in the period, a company in which R A D Beresford is Chairman and shareholder, relating to accrued legal fees included in the previous year's annual financial statements. The outstanding balance owed to McCarthy Denning at period-end is GBP38,507.
R A D Beresford entered into a letter of appointment with the Company dated 7 July 2017 to act as non-executive director of the Company with effect from 21 March 2017. R A D Beresford is entitled to a director's fee of GBP12,000 per annum each for the provision of his services. A total of GBP6,000 (30 September 2017: GBP3,000) was charged to the Company during the period, all of which was outstanding at period-end.
9. Ultimate controlling party
The Directors consider there to be no ultimate controlling party at 30 September 2018.
10. Events after the reporting date
There have been no events after the reporting date of a material nature.
11. Approval of the Interim Report
The Interim Report, which includes the interim financial statements, were approved by the Board of Directors on 21 December 2018
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
Shard Capital (Broker)
Damon Heath / Eric Woolgar Tel: +44 (0)20 7186 9952
Abchurch (Financial PR)
Abchurch Communications Tel: +44 (0)20 7469 4634
/ 4633
Julian Bosdet / Alejandra Campuzano
/ Dylan Mark
Abchurch Switchboard Tel: +44 (0)20 7469 4630
Rockpool@abchurch-group.com www.abchurch-group.com
Notes to Editors:
Rockpool Acquisitions Plc ("Rockpool"), 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 news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
IR LFLFLVLFEFBL
(END) Dow Jones Newswires
December 21, 2018 07:56 ET (12:56 GMT)
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