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ROC Rockpool Acquisitions Plc

2.25
0.00 (0.00%)
24 May 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 Shares Traded Last Trade
  0.00 0.00% 2.25 0.00 08:00:00
Bid Price Offer Price High Price Low Price Open Price
2.00 2.50 2.25 2.25 2.25
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Finance Services -297k -0.0233 -0.97 286.31k
Last Trade Time Trade Type Trade Size Trade Price Currency
- O 0 2.25 GBX

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Posted at 25/5/2024 09:20 by Rockpool Acquisitions Daily Update
Rockpool Acquisitions Plc is listed in the Finance Services sector of the London Stock Exchange with ticker ROC. The last closing price for Rockpool Acquisitions was 2.25p.
Rockpool Acquisitions currently has 12,725,003 shares in issue. The market capitalisation of Rockpool Acquisitions is £286,313.
Rockpool Acquisitions has a price to earnings ratio (PE ratio) of -0.97.
This morning ROC shares opened at 2.25p
Posted at 04/2/2024 11:08 by hedgehog 100
The story of Judges Capital (since renamed Judges Scientific) is a good lesson in how shells may take quite some time to make the right deal.

Judges Capital (JDG) floated as a shell in January 2003, raising £1.8M. net after costs at 95p per share, with a market cap. of £2M. at the placing price.

26/09/2003 08:00 UK Regulatory (RNS & others) Interim Results LSE:JDG Judges Capital Plc
"Chairman's Statement
I am pleased to report for the first time to our shareholders. Your Company was floated on AIM on 7th January 2003, after raising £2m, leaving £1.8m after costs. …"


But it only made its first acquisition of a company (Fire Testing Technology) in May 2005 (with a placing at £1 per share).

Then by mid 2023 JDG had surpassed 10,000p, making it a 100-bagger. Currently 9,480p, market cap. £627.17M.

The directors of JDG had a lot of their own money invested into JDG, making them at once very incentivised and very careful.


Judges Scientific (JDG):-




JDG is also a good lesson in what can be some desirable RTO traits: e.g. a niche business, exporting, that owns the intellectual property.

"Judges Scientific: the precision instrument maker that came about by chance

David Cicurel explains how he built a £100m scientific instrument group after stumbling across a sector boasting 2,000 UK companies

By Alistair Osborne, Business Editor

6:00AM GMT 17 Dec 2013

… He began examining different types of deals and, among the dozens that came his way, he found one particularly “puzzling. It had £3m turnover and £750,000 operating profit, with 19 staff. It looked too good to be true.” It was FTT.

He met the owners, “an engineer and a scientist, who were both looking to retire. They explained they had a dominating position in a tiny world niche and that the drivers of the business were regulation and globalisation.

“I thought that’s a really good business to have if you have little money, you can still be powerful,” he says. “It’s better to be in a little principality and you’re the prince than competing with big empires when you don’t have the wherewithal to do that.”

Cicurel, who owns 15.6pc of Judges, wondered if FTT was a “unique thing”. So he did his “homework and found there are 2,000 companies in that sector, just in the UK”. Not only that. They export almost four-fifths of what they make.

FTT became the first of 10 acquisitions in the sector, together costing just over £30m. They have seen Judges add businesses spanning the testing of fibre optics (PFO) and soil (Global Digital Systems) to one involved in neuroscience – Scientifica, the group’s biggest purchase so far, bought this year for up to £13m.

Customers range from universities to test houses and companies. Says Cicurel: “There are two things that drive our market generally. One is education. There has been a colossal increase in university education and you have to equip these universities. The other is the fact that the world is driven by perfection and measurement - optimisation. Everything people do they try to optimise and when you optimise, you want to measure.”

Judges’s soil testing company can help construct anything from office blocks to offshore wind farms. As Cicurel explains: “People built cathedrals that are still there 10 centuries later. But there was a lot of overkill in the foundation and weight of it all. Today you build something that is much lighter and has just the foundations you need. It took more than 100 years to build Notre Dame. Today you build it in a couple of years – not that it’s nicer.”

Judges’ strategy, he says simply, is “to find good companies, very nichy, and pay down the debt. We probably see about 50 deals a year and engage seriously with three to five. They are not family businesses. I think people start them at 40 and sell them at 60. We’re normally buying because the people are getting old and want to retire.”

He always looks for certain things: a manufacturer that “owns the intellectual property”, that sells instruments scientists buy and that has good profit margins and strong exports. “If you are not exporting a lot, you are not meaningful in a world niche,” he says.

Judges’ main rivals are far bigger companies - Spectris, valued at £2.7bn, Halma (£2.1bn) and Oxford Instruments (£925m). But Cicurel ensures he has enough cash on the balance sheet to move fast on a deal, topping up the funds in October via an £8.1m placing, following the Scientifica deal.

He points out too that his big three rivals have also “done very well. I shouldn’t say this but in our sector it’s not terribly difficult to do well – though it is easy to do badly. There’s a lot of rubbish out there, you have to be really selective.”

Smiling he adds: “It’s more like mining diamonds than extracting oil.” "
Posted at 29/12/2023 09:12 by hedgehog 100
29/12/2023 09:00 UK Regulatory (RNS & others) Rockpool Acquisitions PLC Interim Report for period to 30th September 2023 LSE:ROC Rockpool Acquisitions Plc

"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 ..."
Posted at 04/12/2023 09:06 by hedgehog 100
01/12/2023 15:17 UK Regulatory (RNS & others) Rockpool Acquisitions PLC Expiry of Listing Rules Transitional Arrangements LSE:ROC Rockpool Acquisitions Plc

"The minimum market capitalisation of a company seeking admission to the Official List pursuant to Listing Rule 2.2.7R was increased from GBP700,000 to GBP30 million with effect from 2 December 2021, subject to certain transitional provisions that disapplied that increase to certain companies in certain circumstances. Those companies include shell companies that had a listing immediately before 3 December 2021 and that make a complete submission for eligibility review for listing and a prospectus review by 4pm on 1 December 2023 (the "SPAC Provisions"). The Company would meet the criteria for the application of the SPAC Provisions and so could be admitted to listing with a market capitalisation of GBP700,000 or more following a Reverse Take Over ("RTO") if it made the appropriate submissions to the FCA by 4pm today in respect of that particular RTO.

As announced on 15 November 2022, the Company is proposing to acquire the entire issued share capital of Amcomri Group Limited ("Amcomri") (the "Acquisition"). The Acquisition, if completed, will constitute an RTO under the Listing Rules. Therefore, at the Company's request a suspension of its listing 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 was granted on 15 November 2022.

Since that time, the Company and Amcomri have been working together to prepare a prospectus, but it does not yet meet the "substantially complete" requirement for making the first submission to the FCA. As the Company will therefore not be making an application for prospectus review and eligibility review before the expiry of the SPAC Provisions, the minimum GBP30 million market capitalisation requirement will apply to any application for readmission whether following the Acquisition or any other RTO.

Amcomri has made a number of further acquisitions since 15 November 2022 and the Board now expects that the market capitalisation of the Company on readmission following a successful completion of the Acquisition will exceed the minimum requirement of GBP30 million. The Company now expects the Acquisition to complete and an application for readmission to be made in the second half of 2024.

The Company will make further announcements concerning the Acquisition and preparation of the prospectus at the appropriate time.

For further information please contact:

Rockpool Acquisitions Plc
Mike Irvine, Non-Executive Director mike@cordovancapital.com
www.rockpoolacquisitions.plc.uk
Abchurch (Financial PR)
Julian Bosdet Tel: +44 (0)20 4594 4070
julian.bosdet@abchurch-group.com

- Ends -

Notes:

Rockpool Acquisitions Plc, is a special purpose acquisition company formed to undertake the acquisition of a company or business headquartered or materially based in Northern Ireland or alternative transactions with suitable targets, including those that may not have a direct connection with Northern Ireland . On 15 November 2022, it entered into heads of terms relating to the proposed acquisition of the entire issued and to be issued share capital of Amcomri Group Limited, the holding company of a fast-growing, acquisitive group of quality UK Engineering and Manufacturing businesses.

The target group consists of SMEs acquired over the past five years in those industrial sectors and has a wealth of experience in optimising business performance. The Group primarily provides a range of specialist engineering and equipment services to the power, rail, petrochemical, process and production electronics industries in the UK and Ireland. Within these sectors it offers a range of services and equipment to allow asset owners to extend the operating life of key high value critical assets or associated infrastructure. More recently it has established a second focus area in specialist printing in which it owns a further two operating companies.

- Ends -"
Posted at 20/10/2023 16:51 by hedgehog 100
20/10/2023 08:43 UK Regulatory (RNS & others) Rockpool Acquisitions PLC Notice of AGM 17th November 2023 LSE:ROC Rockpool Acquisitions Plc

"Notice of Annual General Meeting

The 2023 annual general meeting ("Meeting") of Rockpool Acquisitions Plc will be held at The Merchant Room, Eagle Star House, 5-7 Upper Queen Street, Belfast, BT1 6FB on Friday 17 November 2023 at 10:00am.

The following documents have been made available to shareholders today:

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 March 2023 ("2023 Annual Report & Accounts"), which were published on 31(st) July 2023.

The Notice of Meeting and 2023 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: hxxps://data.fca.org.uk/#/nsm/nationalstoragemechanism

Ends -

For further information please contact:

Rockpool Acquisitions Plc
Mike Irvine, Non-Executive Director mike@cordovancapital.com
www.rockpoolacquisitions.plc.uk

Abchurch (Financial PR)
Julian Bosdet Tel: +44 (0)20 4594 4070
julian.bosdet@abchurch-group.com"
Posted at 01/8/2023 16:50 by hedgehog 100
31/07/2023 17:51 UK Regulatory (RNS & others) Rockpool Acquisitions PLC Final Results to 31 March 2023 LSE:ROC Rockpool Acquisitions Plc

"Report and Financial Statements for the year ended 31 March 2023

Rockpool Acquisitions Plc announces its Report and Financial Statements for the year ended 31(st) March 2023.

The Chairman's Statement and full Report and Financial Statements are attached.

"




"ROCKPOOL ACQUISITIONS PLC CHAIRMAN’S STATEMENT

I hereby present the annual report and audited financial statements for the year ended 31 March 2023. During the year the Company reported a loss of £297,089 (2022 – profit £34,215). As 31 March 2023 the Company had £672,558 of cash and cash equivalents.

The most significant developments during the year were the announcement on 1st April 2022 of the termination of the option agreement to acquire Greenview Gas Limited and the subsequent identification by the board of alternative potential takeover targets followed by the eventual signing of a heads of terms on 15th November 2022 for the acquisition of the Amcomri Group Limited. The Amcomri group consists of a number of profitable companies involved in providing specialist engineering, equipment and printing and packaging services in the UK and Ireland and has been assembled under the aegis of and partly with funding from, Paul McGowan. Paul is perhaps best known for his role as the Chief Executive and then Executive Chairman of Hilco Capital Limited, a retail restructuring business which he established in May 2000 as a UK-based joint venture with Hilco Trading Inc, a Chicago-based investment business.

Whilst at Hilco, Paul has been involved in the purchase and restructuring of troubled businesses in the UK, Europe, Canada and Australia including some high-profile ones such as Homebase, the DIY and home retailer, Habitat, the furniture retailer, and HMV, the music and movie retailer. More recently, Hilco has been providing working capital facilities and other forms of finance to a number of businesses in the UK, Europe and Australia.

As is usual in the circumstances where a special purpose acquisition company such as Rockpool announces a prospective reverse takeover (“RTO”), the Company’s shares were suspended from the Official List and from trading on the Main Market of the London Stock Exchange on the making of the November 15th announcement. Following the announcement and suspension, work commenced with a view to closing the Amcomri acquisition and preparing a prospectus for the readmission of the Company’s shares to the Official List and to the Main Market which would be required following completion of the acquisition (completion of an RTO automatically leads to de listing). The initial work has included the extensive task of performing audits of the target group’s financial information and making that financial information compliant with UK-adopted IAS for the purposes of inclusion in the prospectus. Work continues in earnest and it is hoped to be able to publish the prospectus and complete the acquisition in the fourth quarter of the year, if not before.

I would like to thank all those who have assisted the Company during the past number of years including advisers and creditors for whose support we remain grateful. I would also like to thank the shareholders for their patience during the very long period in which trading in the Company’s shares was initially suspended and ask for their continued patience during this latest period of suspension. The board believe that that patience will be amply rewarded in the not-too-distant future.

I look forward to a positive year ahead which will hopefully see the completion of the Amcomri acquisition, a return to trading of the Company’s shares and, with that, the completion of the first key period of the Company’s existence.

R A D Beresford
Non-Executive Chairman

31 July 2023"
Posted at 28/5/2023 15:25 by hedgehog 100
"LATEST NEWS"

"15th November, 2022

Amcomri Group has confirmed its intention to seek a public listing of its key specialist engineering and print services companies through a Reverse TakeOver (“RTO”) of Rockpool Acquisitions plc, a company listed on the London Stock Exchange.

The RTO is expected to initially value Amcomri at around £22m subject to the addition of a number of new acquisitions which are currently being worked on by the Group.

The acquisition of SpiralWeld Limited, a company providing specialist services to the marine, power and nuclear sectors was completed during April 2023 and two more transactions are expected to complete before the planned completion of the RTO in July 2023."






The above article, dated 15.11.22, appears to have been updated since then with some positive news re the RTO into ROC.

And with apparently over a thousand employees, Amcomri looks to be quite a sizeable group, and with an attractive business model:-


"BUSINESS PROCESS IMPROVEMENT

Through the application of our manufacturing and engineering knowledge, commercial expertise and investment capital, we aim to progressively develop the performance of each of our businesses.

Building profitability through process optimisation and investment.

Amcomri Group has grown through acquiring or investing in businesses in the specialist engineering services and classic automotive sectors and also in the consumer manufacturing area. The focus of the engineering division is in providing key specialist services into the infrastructure sectors which struggle to acquire the massive investment capital needed to replace operating assets. The repair and re-certification of those key assets is becoming more and more important as capital becomes less available and infrastructure companies seek to extend the useful life of their assets beyond original design periods.

A core feature of our approach post-acquisition is helping our businesses further improve their profitability and performance using systematic business process improvement techniques whilst encouraging our team leaders to interact with each other to create mutually profitable opportunities.

We have acquired or invested in businesses in financial distress as a result of difficult trading circumstances, or alternatively, ‘good businesses’ where a retirement objective exists but with some management transition risk. The Amcomri team brings extensive financial management, process optimisation and ‘common sense’ commercial skills to these situations, helping to provide a smooth and low risk transition to new ownership. Our team then work closely with the business to help further optimise performance and improve operating processes going forward."
Posted at 28/12/2022 15:47 by hedgehog 100
22/12/2022 17:08 UKREG Rockpool Acquisitions PLC Interim Results to 30th September 2022

"Interim Report for the period ended 30 September 2022

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 2022.

Overview

-- The Board has recently announced the signing of a 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.

-- As a result of the announcement and as required by the Listing Rules, trading of the Company's shares was suspended pending completion of the acquisition and readmission of the shares to the Official List and the market.

-- The Board is hopeful that readmission will take place in the second quarter of 2023.

-- Reported loss of GBP(77,746) for the six-month period arising from accrued loan interest income, administrative expenses and accrued loan interest payable.

Chairman's Statement

Following termination of the of the proposed transaction with Greenview Gas, the Board, as announced on 21 January 2022 , decided to broaden the type of acquisition it will consider, to include businesses without any direct connection with Northern Ireland.

The Board considered a small number of acquisition candidates, before eventually entering into Heads of Terms with the owners of the Amcomri Group Limited, the holding company of a fast-growing, acquisitive group of quality UK Engineering and Manufacturing businesses. The Amcomri Group consists of nine SMEs acquired over the past five years in those industrial sectors, and has a wealth of experience in optimising business performance. The Amcomri Group primarily provides a range of specialist engineering and equipment services to the power, rail, petrochemical, process and production electronics industries in the UK and Ireland. Within these sectors it offers a range of services and equipment to allow asset owners to extend the operating life of key high value critical assets or associated infrastructure. More recently it has established a second focus area in specialist printing in which it owns a further two operating companies, its most recent acquisition in this sector being Bex Design & Print Limited, a 35-year-old specialist screen and digital print business supplying into the electronics and other industries.

The Heads provide that the transaction will be subject to a number of matters including the negotiation of a formal sale and purchase agreement. The consideration for the acquisition if it is concluded will be GBP22,340,625 (based on the forecast pro-forma aggregate EBITDA for FY2022 of GBP5.401m, an agreed EV to EBITDA multiple of 6.84 and net debt of GBP14.6m) to be satisfied by the issue at completion fully paid to the Sellers of 284,284,523 new ordinary shares of Rockpool (Ordinary Shares), or (in order to maintain sufficient Ordinary Shares in public hands) by the issue at completion of a combination of Ordinary Shares and, either, nil-coupon convertible loan notes, or non-voting convertible shares, which on conversion into Ordinary Shares would together equal 284,284,523 Ordinary Shares.

As a result of the announcement, and as required by the Listing Rules, trading of the Company's shares was suspended pending completion of the acquisition and readmission of the shares to the Official List and the market. The Board is mindful that the Company's shareholders have already endured an exceptionally long period during which trading in their shares was suspended (in relation to the potential Greenview Gas acquisition) and is seeking to minimise the period of suspension this time around. Unfortunately that will be partly dependent on matters outside its control, such as the time taken to complete audits of the target companies' accounts and the number of iterations that the prospectus (required for readmission to the market) undergoes with the FCA. Nevertheless, the Board is hopeful that readmission can be achieved by no later than 30 June 2023.

In the half year to 30 September 2022 the Company made a loss of GBP77,746 (loss in the six months ended 30 September 2021: GBP 13,004 ). The loss is attributable to the administrative and professional expenses of the Company, together with the costs associated with maintaining its Standard Listing on the London Stock Exchange.

Outlook

As I noted in my letter accompanying the financial statements for the year ended 31 March 2022, the termination of the relationship with Greenview Gas enabled the Company to receive a payment of GBP 1.2m from that company by way repayment of the Company's loan to it and interest thereon, together with a small premium. The receipt of that sum enabled the Company to settle all its own financial obligations and leave it with funds that are anticipated to be sufficient to cover the transaction costs of making of the acquisition of the Amcomri Group and leave it with some funds for working capital.

The Board would like to thank shareholders, advisers and others for their continued support and patience during 2022 and look forward to a positive and, in all sorts of ways, better year ahead when the Company will, finally, be able to come back to the market having made a substantial and exciting acquisition .

Richard Beresford

Non-executive Chairman, 22 December 2022 ..."
Posted at 16/11/2022 14:32 by hedgehog 100
15/11/2022 15:56 UKREG Rockpool Acquisitions PLC Potential Reverse Takeover & Suspension of Listing

"Rockpool Acquisitions Plc, the Special Purpose Acquisition Company ("SPAC") formed to undertake the acquisition of a company or business headquartered or materially based in Northern Ireland or alternative transactions with suitable targets, including those that may not have a direct connection with Northern Ireland , 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 Amcomri Group Limited ("Amcomri"), the holding company of a fast-growing, acquisitive group of quality UK Engineering and Manufacturing businesses.

The group consists of nine SMEs acquired over the past five years in those industrial sectors, and has a wealth of experience in optimising business performance.

The Group primarily provides a range of specialist engineering and equipment services to the power, rail, petrochemical, process and production electronics industries in the UK and Ireland. Within these sectors it offers a range of services and equipment to allow asset owners to extend the operating life of key high value critical assets or associated infrastructure.

More recently it has established a second focus area in specialist printing in which it owns a further two operating companies, its most recent acquisition in this sector being Bex Design & Print Limited, a 35-year-old specialist screen and digital print business supplying into the electronics and other industries.

The Heads provide that the transaction will be subject to a number of matters including the negotiation of a formal sale and purchase agreement. The consideration for the Acquisition if it is concluded ("the Price" ) will be GBP22,340,625 (based on the forecast pro-forma aggregate EBITDA for FY2022 of GBP5.401m, an agreed EV to EBITDA multiple of 6.84 and net debt of GBP14.6m) to be satisfied by the issue at completion fully paid to the Sellers of 284,284,523 new ordinary shares of Rockpool (Ordinary Shares), or (in order to maintain sufficient Ordinary Shares in public hands) by the issue at completion of a combination of Ordinary Shares and, either, nil-coupon convertible loan notes, or non-voting convertible shares, which on conversion into Ordinary Shares would together equal 284,284,523 Ordinary Shares. If all the consideration were to be paid in Ordinary Shares issued at completion then immediately following such issue the issued share capital of Rockpool would be held as follows:

Name of Shareholder Shares %

Amcomri Holdings Limited 229,374,978 77.23%
Stephill Investments Limited 35,180,207 11.84%
Other Target Shareholders 19,729,336 6.73%
Rockpool Shareholders 12,725,003 4.28%

The terms of the Acquisition value the existing issued share capital of Rockpool at GBP1m, or approximately GBP0.0786 per Ordinary Share.

In accordance with the intention set out in the Company's prospectus published at the time it came to the market in July 2017, the founders of the Company, Neil Adair, Mike Irvine and Richard Beresford, will be granted 5 year options to acquire 10% of the post-admission fully diluted (including by the exercise of those options) Ordinary Share capital at a price of GBP0.15 per Ordinary Share, representing a 90% premium to the price at which the Amcomri acquisition values the Ordinary Shares.

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, t here being no adverse change or deterioration in the business, assets, financial or trading position or prospects of Amcomri or its subsidiaries between the date of the Heads and completion which is in the reasonable opinion of the Rockpool Board, material and on due diligence. Under the Heads, Rockpool has agreed to indemnity Amcomri for up to GBP50,000 in relation to the costs of pursuing and negotiating the transaction should the transaction not complete in certain circumstances. Amcomri has also agreed to indemnify Rockpool in relation to its costs should the transaction not proceed to completion for certain reasons.

The Acquisition, if completed, will constitute a Reverse Take Over ("RTO") under the Listing Rules. Therefore, the Company has requested a suspension of its listing 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. The suspension will take effect immediately.

Mike Irvine, co-founder and Non-Executive Director of Rockpool, said: "I am delighted that we are able to announce the potential acquisition of Amcomri which is intended to see Rockpool transform from a SPAC into a profitable trading enterprise. Amcomri's track record of successfully acquiring businesses and its wealth of experience in optimising business performance when combined with the opportunities for further acquisitions that a listing should provide, make the Acquisition a transaction that should create value for both the Rockpool and Amcomri shareholders.""
Posted at 23/7/2022 10:17 by hedgehog 100
Poor stock market conditions tend to make it harder to IPO, increasing the attractions of the RTO route, and increasing the bargaining power of shells like ROC.

And meanwhile, the valuations of RTO targets for shells tend to be depressed.

So ironically, the s.p.s of shells like ROC can become depressed at the same time as they are in effect becoming more valuable: more capable of cutting a cracking RTO deal on great terms - i.e. a better shell valuation and lower target valuation, and great quality targets.


Which makes a shell like ROC - with both great cash underpinning and great deal prospects - a great place to 'park funds' at the moment.

Many investors may wish to reduce their exposure to shares in companies with trading businesses, but holding cash for months doesn't give any real direct upside - certainly in the short term.

ROC though has both underpinning, and great potential upside - it could easily double from this level on a good deal.

And you don't have to worry about funds being tied up here for a while if you won't be using them anyway.


In addition, ROC's large discount at the moment to its cash, despite its extremely low cashburn, looks like a temporary discrepancy - and one that is gradually being addressed by ROC's share price rise, as the market wakes up to the opportunity.

The root of this discount clearly lies in ROC's return to market, after a lengthy suspension, in very bad stock market conditions. Combined with a lack of investor awareness of this share.

It looks like there there could well have been a forced seller being forced to dump at silly prices. But with this supply of shares now gone, there's a good chance that ROC could now re-rate back up to around the level of its cash.
Posted at 18/7/2022 13:52 by hedgehog 100
ROC has about £950K. cash, with extremely low cashburn.

Current market cap. at 4p: £509K.

The company's full year results are due by the end of July, and should update on its RTO progress.


01/04/2022 14:11 Alliance News IN BRIEF: Rockpool Acquisitions receives GBP1.2 million from void deal LSE:ROC Rockpool Acquisitions Plc
01/04/2022 13:38 UK Regulatory (RNS & others) Rockpool Acquisitions PLC Termination of Greenview Acquisition LSE:ROC Rockpool Acquisitions Plc

"Termination of Greenview Gas Limited Option Agreement

Further to the announcement dated 11 January 2022, in which the Company announced that it had decided not to proceed with the acquisition of Greenview Gas Limited ("Greenview"), an alternative party has been found who is willing to step into Rockpool's shoes to acquire Greenview and/or refinance the debt which the Company is owed by Greenview. The Board is pleased to announce that it has now terminated the option agreement pursuant to which its acquisition of Greenview would have been made (the "Termination").

The Company has received the sum of GBP1,200,000 from Greenview as a result of the arrangements in connection with the Termination. This sum settles all of Greenview's liabilities to the Company, and represents a small premium on the amount of the loan provided by the Company to Greenview and the accrued interest thereon. This sum will enable the Company to settle all its current obligations, and is anticipated to be enough to cover the transaction costs of making, in due course, an alternative acquisition (on the assumption that the consideration for such an alternative acquisition would consist wholly of new shares in the Company) and of the Company's subsequent readmission to the market, and leave it with funds for working capital.

As the proposed reverse takeover of Greenview by the Company will no longer proceed, it is the Board's intention to apply to the FCA for the current suspension of the Company's shares to be lifted as soon as possible. If that application is successful, then trading in the ordinary shares would recommence and continue until the Company announces that it is pursuing a particular alternative reverse takeover transaction."




26/01/2022 07:00 UK Regulatory (RNS & others) Rockpool Acquisitions PLC Half-year Report to 30th September 2021 LSE:ROC Rockpool Acquisitions Plc

" ... This means that, should the proposed Refinancing Transaction successfully complete on the timeline anticipated, and should Greenview Gas agree to the termination of the acquisition by Rockpool on the terms indicated, the Company would be able, by March of this year, to pursue an alternative acquisition with around GBP950,000 of cash at its disposal (having settled its outstanding obligations).

... In the half year to 30 September 2021 the Company made a loss of GBP13,004 (loss in the six months ended 30 September 2019 : GBP5,887). The loss is attributable mainly to the administrative expenses of the Company, together with interest payable on a loan and the costs associated with maintaining its Standard Listing on the London Stock Exchange, exceeded interest accruing during that period on the loan made to Greenview Gas. ..."
Rockpool Acquisitions share price data is direct from the London Stock Exchange

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