TIDMROC
RNS Number : 1678K
Rockpool Acquisitions PLC
30 December 2020
Press release 30 December 2020
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 2020
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 2020.
Overview
-- The Company's mandate to seek, through its SPAC status, a
company or business headquartered or materially based in Northern
Ireland, progresses.
-- The Board remains in discussion with Greenview Gas Limited
("Greenview Gas") and is confident that a transaction suitable for
shareholders will materialise despite the impact of Covid-19.
-- Board confident that the Listing suspension will be lifted on
the conclusion of the Greenview transaction.
-- Were the transaction with Greenview Gas to not conclude, the
Company has other targets through which it will fulfil its mandate
to its shareholders.
-- Reported loss of GBP5,887 for the six-month period following
accrued loan interest income, administrative expenses and accrued
loan interest payable.
Chairman's Statement
Rockpool continues its mandate to seek to acquire a company or
business headquartered or materially based in Northern Ireland.
In 2017 the Company identified Greenview Gas as a suitable
target and the transaction progresses, albeit slowly and now with
the added complication of Covid-19.
In the half year to 30 September 2020 the Company made a loss of
GBP5,887 (profit in the six months ended 30 September 2019 :
GBP34,984). The loss is attributable mainly to the fact that the
Company did not provide consultancy services to Greenview Gas
during the period and the administrative expenses of the Company,
together with 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.
In the Chairman's Statement accompanying the Company's Annual
Accounts for the year ended 31 March 2020, an update on the
performance of Greenview Gas confirmed that the business had been
profitable each month since the beginning of 2020. In that
statement it was reported that the management of Greenview Gas were
anticipating turnover for the full 12 months to March 2021 of
GBP30.4 m with projected EBITDA of GBP2.2 m and pre-tax profits of
GBP1.4 m. The business continues to perform profitably and
continues to win new business. However, the Greenview Gas
management has revised these figures downwards to an expected
turnover of at least GBP24.0m, EBITDA of not less than GBP1.4m and
pre-tax profits of not less than GBP1.0m.
The revised figures are a direct result of the renewed impact of
Covid-19 in second half of the year. Although most of the
limitations imposed during lockdown on the capital works performed
by the business have been lifted to date, the requirement for
re-mobilisation, additional health & safety measures, customer
refusals due to individual health concerns along with further
restrictions on activities, has brought additional costs and
impacted on productivity and efficiency, leading to reductions in
both turnover and margin. The business is seeking reimbursement for
additional costs where there is scope to do so in the relevant
contracts and, if it is successful in doing, it will hopefully lead
to an improvement in the year-end financial performance from that
now being forecast.
Outlook
On 6(th) November 2020 the Company announced that Greenview Gas
had successfully completed the refinancing of its borrowings, and
that the Board and management of Greenview Gas would turn their
attention to the timing of the process of completing the
acquisition of Greenview Gas by the Company and the preparation and
submission for approval of a prospectus allowing for Rockpool's
shares to be readmitted to the Official List. The Company continues
to discuss these topics with Greenview Gas' management and the same
time as exploring ways of financing those activities. We look
forward to making further announcements in that regard in due
course.
In the meantime, I would like to thank shareholders, advisers
and others for their continued support and patience during 2020 and
look forward to a positive and, in all sorts of ways, better year
ahead.
Richard Beresford
Non-executive Chairman
30 December 2020
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 Guidance and Transparency
Rules, being an indication of important events that have occurred
during the first six months of the financial year and their impact
on the set of Interim financial statements; and a description of
the principal risks and uncertainties for the remaining six months
of the year; and
-- the Interim Report includes a fair review of the information
required by DTR 4.2.8R of the Disclosure Guidance and Transparency
Rules, being the information required on related party
transactions.
The Interim Report was approved by the Board of Directors and
the above responsibility statement was signed on its behalf by:
Richard Beresford
Non-executive Chairman
29 December 2020
For further information please contact:
Rockpool Acquisitions Plc
Mike Irvine, Non-Executive Director mike@cordovancapital.com
www.rockpoolacquisitions.plc.uk
Shard Capital (Broker)
Damon Heath / Erik Woolgar Tel: +44 (0)20 7186 9952
Abchurch (Financial PR)
Julian Bosdet Tel: +44 (0)20 4594 4070
julian.bosdet@abchurch-group.com
Interim Statement of Comprehensive
Income
6 months to 6 months to
30 September 30 September
2020 2019
Note
Unaudited Unaudited
GBP GBP
Revenue - 36,000
------------------------------- ------------- -------------- --------------
Administration expenses (52,731) (50,719)
=============================== ============= ============== ==============
Operating Profit /
(Loss) (52,731) (14,719)
=============================== ============= ============== ==============
Finance income 46,843 49,703
=============================== ============= ============== ==============
Profit / (Loss) before
tax (5,887) 34,984
=============================== ============= ============== ==============
Tax -
------------------------------- ------------- -------------- --------------
Profit / (Loss) for
the period (5,887) 34,984
=============================== ============= ============== ==============
Other Comprehensive - -
Income
Total Comprehensive Income for
the period (5,887) 34,984
============================================== ============== ==============
Earnings/(Loss) per
share (pence) 5 (0.05) 0.27
------------------------------- ------------- -------------- --------------
Statement of Financial Position
30 September 31 March
2020 2020
Unaudited Audited
Note GBP GBP
867,773
==========
48,038
----------
915,811
==========
636,250
==========
461,250
==========
(277,100)
==========
820,400
----------
95,411
95,411
----------
915,811
==========
------- ------------- ------------
ASSETS
------- ------------- ------------
Current assets
------- ------------- ------------
Trade and other receivables 6 1,071,749 1,025,868
------- ------------- ------------
Cash and cash equivalents 39,750 3,288
------- ------------- ------------
Total assets 1,111,500 1,029,156
------- ------------- ------------
EQUITY
------- ------------- ------------
Capital and reserves attributable
to owners of the Company
------- ------------- ------------
Share capital 636,250 636,250
------- ------------- ------------
Share premium 461,250 461,250
------- ------------- ------------
Retained deficit (192,261) (186,374)
------- ------------- ------------
905,239 911,126
------- ------------- ------------
LIABILITIES
------- ------------- ------------
Current liabilities
------- ------------- ------------
Trade and other payables 7 123,402 118,030
------- ------------- ------------
Long Term liabilities
------- ------------- ------------
Borrowings 8 82,860 -
------- ------------- ------------
Total Equity and Liabilities 1,111,500 1,029,156
------- ------------- ------------
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 2020 636,250 461,250 (186,374) 911,126
================================ ============ ============== ========== ===============
Profit/(Loss) for period - - (5,887) (5,887)
Other comprehensive income - - - -
-------------------------------- ------------ -------------- ---------- ---------------
Total comprehensive income
for the period - - (5,887) (5,887)
-------------------------------- ------------ -------------- ---------- ---------------
Total transactions with owners - - - -
-------------------------------- ------------ -------------- ---------- ---------------
Balance as at 30 September
2020 636,250 461,250 (192,261) 905,239
Balance as at 1 April 2019 636,250 461,250 (220,382) 877,268
================================ ============ ============== ========== ===============
Profit/(Loss) for period - - 34,984 34,984
Other comprehensive income - - - -
-------------------------------- ------------ -------------- ---------- ---------------
Total comprehensive income
for the period - - 34,984 34,984
-------------------------------- ------------ -------------- ---------- ---------------
Total transactions with owners - - - -
-------------------------------- ------------ -------------- ---------- ---------------
Balance as at 30 September
2019 636,250 461,250 (185,248) 912,252
Statement of Cash Flows
6 months to 6 months to
30 September 2020 30 September 2019
Unaudited Unaudited
Cash flow from operating activities GBP
GBP
====================================================== =================== ===================
Profit/(Loss) for the period (5,887) 34,984
======================================================= =================== ===================
Changes in working capital:
====================================================== =================== ===================
(Increase)/decrease in trade and other receivables (45,881) (51,212)
======================================================= =================== ===================
Increase/(decrease) in trade and other payables 5,372 (109,651)
------------------------------------------------------- ------------------- -------------------
Net cash flows from operating activities (40,509) (125,879)
------------------------------------------------------- ------------------- -------------------
Cash flows from financing activities
====================================================== =================== ===================
Borrowings 82,860 -
------------------------------------------------------ ------------------- -------------------
Net cash flows from financing activities 82,860 -
------------------------------------------------------ ------------------- -------------------
Net increase in cash and cash equivalents 36,462 (125,879)
======================================================= =================== ===================
Cash and cash equivalents at beginning of the period 3,288 146,102
------------------------------------------------------- ------------------- -------------------
Cash and cash equivalents at end of the period 39,750 20,223
======================================================= =================== ===================
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 September
2020 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 2020
are not necessarily indicative of the results to be expected for
the full year ending 31 March 2021. 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 2020 to 30 September
2020 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 year ended 31 March 2020 were approved by the
Board of Directors on 30 September 2020. The auditor's report on
those financial statements was unmodified, but did include a
material uncertainty relating to going concern.
Risks and uncertainties
The principal risks and uncertainties have not substantially
changed from those set out in the audited financial statements for
the year ended 31 March 2020 and the accompanying report other than
as set in the following paragraphs. The company will need to raise
funds to meet its outgoings until such time as it can receive
payments of interest on or repayment of some or all of the loan
made by it to Greenview Gas Limited ("Greenview Gas"). There is the
risk that the company will not have access to sufficient funds to
achieve this.
Repayment of Greenview Loan
The secured loan made by the Company to Greenview Gas in 2017
("the Greenview Loan") was due for repayment on 30 June 2018. The
Board decided, however, not to call for its repayment at that stage
whilst Greenview contemplated making one or more additional
acquisitions. Subsequently, the Company agreed to subordinate its
loan to Greenview and the related security to the debt to Exworks
Capital Fund I, L.P ("Exworks") and its related security and to
further debt provided by an additional lender (together such debt
being "the Senior Debt"), until Exworks and that additional lender
have been repaid in full. On 6(th) November 2020 the Senior Debt
was refinanced with debt provided by a new lender ("the New
Lender"). The Company agreed to subordinate its security over
Greenview Gas to that of the New Lender.
If the proposed acquisition of Greenview Gas by the Company is
completed, it is likely that all or some of the Greenview Loan will
be converted into an equity stake. If the Company decided to
abandon the acquisition of Greenview Gas the Company would in
practice not be able to recover the Greenview Loan until such time
as the facility provided by the New Lender had been repaid . Whilst
the Board are confident that Greenview Gas will be able to repay
the Greenview Loan, the timing of such repayment is uncertain and
there remains a risk that Greenview Gas would be unable to pay the
loan in a timely manner or at all.
Brexit
Neither the Company nor Greenview Gas has in the view of the
Board experienced any significant adverse effects from the
triggering of Article 50, but the implementation of the trade deal
struck by the UK government with the EU may pose risks to the
Company, Greenview Gas or any alternative acquisition target for
the Company based in the UK.
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:
-- Amendments to IFRS 3 Business Combinations (effective 1 January 2020)
-- Amendments to IAS 1 and IAS 8 Definition of Material (effective 1 January 2020)
The Directors believe that the adoption of these standards have
not had a material impact on the financial statements.
Going Concern
The Company has limited cash resources which but, due support of
advisers and directors in deferring or forgoing fees and
remuneration, are currently sufficient to meet its expected
outgoings in the period until which it is anticipated that it can
start receiving payments of interest or other financial support
from Greenview Gas Limited. The Company therefore continues to
adopt the going concern basis in preparing the in preparing the
Interim Report for the period ended 30 September 2020.
Borrowings
Borrowings are recognised initially at fair value, net of
transaction costs incurred. Borrowings are subsequently carried at
amortised cost; any difference between the proceeds (net of
transaction costs) and the redemption value is recognised in the
income statement over the period of the borrowings, using the
effective interest method.
Fees paid on the establishment of loan facilities are recognised
as transaction costs of the loan to the extent that it is probable
that some or all of the facility will be drawn down. To the extent
that there is no evidence that it is probable that some or all of
the facility will be drawn down, the fee is capitalised as a
prepayment for liquidity services, and amortised over the period of
the facility to which it relates.
Borrowings are removed from the balance sheet when the
obligation specified in the contract is discharged, cancelled or
expired. The difference between the carrying amount of a financial
liability that has been extinguished or transferred to another
party and the consideration paid, including any non-cash assets
transferred or liabilities assumed, is recognised in profit or loss
as other income or finance costs.
Borrowings are classified as current liabilities, unless the
Company has an unconditional right to defer settlement of the
liability for at least 12 months after the end of the reporting
period.
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 2020 (six months ended 30 September
2019: GBPnil).
5. Earnings per share
The calculation of earnings per share is based on the loss for
the six-month period to 30 September 2020 from continuing
operations of GBP(5,887) 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 2020
2020
GBP GBP
Secured loan receivable 793,070 793,070
Accrued loan interest 278,074 228,372
Other receivables 604 4,426
Total 1,071,749 1,025,868
The fair value of all receivables is the same as their carrying
values stated above.
At 30 September 2020 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 year ended
31 March 2019, the Company agreed to subordinate its loan to
Greenview Gas Ltd and the related security to the debt to Exworks
Capital Funds, L.P and to debt provided by another party ("together
the Senior Debt").
On 6 November 2020 the Senior Debt was repaid out of new
borrowings and the Company agreed to subordinate the security on
its loan to Greenview Gas Ltd to the new lender.
7. Trade and other payables
30 September 2020 31 March
2020
GBP GBP
Trade and other payables 88,040 82,668
Advance from Greenview Gas Ltd 35,362 35,362
Total 123,402 118,030
8. Borrowings
Non-current 30 September 2020 31 March
2020
Bank borrowings 30,000 -
Other loans 52,860 -
82,860 -
------------ ---------
Bank Borrowings
Bank borrowings comprise a Bounce Back Loan Scheme loan from
Danske Bank received in July 2020 for GBP30,000, repayable over 6
years at 2.5% per annum. There is a 12 month capital repayment
holiday and the Government cover the first year's interest up to a
maximum of GBP812.40.
Other loans
During the period the Company obtained a GBP50,000 secured loan
facility from the pension fund of director Mike Irvine. The
facility attracts interest at 10% per annum.
The fair value of current borrowings equals their carrying
amount.
The carrying amounts of the Company's borrowings are denominated
in UK Pounds.
9. Related party transactions
R Beresford, M Irvine and N Adair entered into letters of
appointment with the Company dated 7 July 2017 to act as
non-executive directors of the Company with effect from 21 March
2017. Cordovan Capital Management Limited is entitled to a
director's fee of GBP12,000 per annum for the provision of M
Irvine's services. A total of GBP7,200 (30 September 2019:
GBP7,200) was charged to the Company by Cordovan during the period
inclusive of VAT, of which GBP7,200 remains outstanding at the
period end. R A D Beresford is entitled to a director's fee of
GBP12,000 per annum for the provision of his services. A total of
GBP6,000 (30 September 2019: GBP6,000) was charged to the Company
during the period, of which GBP6,000 remains outstanding at the
period-end. Neil Adair is entitled to a director's fee of GBP12,000
per annum for the provision of his services. A total of GBP6,000
(30 September 2019: GBP6,000) was charged to the Company during the
period, of which GBP6,000 remains outstanding at the
period-end.
McCarthy Denning Limited, a company in which R A D Beresford is
Chairman and shareholder, has continued to provide legal services
to the Company during the period. R A D Beresford is also the sole
shareholder of Slievemara Consulting Limited, a company through
which he provides his services as a lawyer to McCarthy Denning.
Slievemara Consulting Limited is entitled to receive approximately
25 per cent of all fees received from the Company by McCarthy
Denning and, in addition, 50 per cent of any fees paid by the
Company to McCarthy Denning in respect of work that R A D Beresford
undertakes personally.
A total of GBP7,174 was charged to the Company during the period
inclusive of VAT in respect of legal services. The amount due to
McCarthy Denning as at 30 September 2020 amounted to GBP7,174.
10. Ultimate controlling party
The Directors consider there to be no ultimate controlling party
at 30 September 2020.
11. Events after the reporting date
There have been no events after the reporting date of a material
nature.
12. Approval of the Interim Report
The Interim Report, which includes the interim financial
statements, were approved by the Board of Directors on 30 December
2020.
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 / Erik Woolgar Tel: +44 (0)20 7186 9952
Abchurch (Financial PR)
Abchurch Communications Tel: +44 (0)20 7459 4070
Julian Bosdet +44 (0)7771 663 886
Julian.bosdet@abchurch-group.com www.abchurch-group.com
- Ends -
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