TIDMROC
RNS Number : 5849A
Rockpool Acquisitions PLC
29 December 2017
Rockpool Acquisitions Plc
("Rockpool" or "the Company")
The information contained within this announcement is deemed by
the Company to constitute inside information stipulated under the
Market Abuse Regulation (EU) No. 596/2014. Upon the publication of
this announcement via the Regulatory Information Service, this
inside information is now considered to be in the public
domain.
Interim Report for the period ended 30 September 2017
Rockpool Acquisitions Plc announces its unaudited interim
results for the period ended 30 September 2017.
Highlights
-- Successfully admitted to trading on the Standard segment of
the Main Market of the London Stock Exchange on 12 July 2017
-- Raised GBP1.235m cash (gross) through the issue of 12,725,003 new ordinary shares
-- Announced on 20 November 2017 potential Reverse Takeover of Greenview Gas Limited
-- Cash balance as at 29 December 2017 of GBP358,836.92
Chairman's Statement
I am pleased to present the Interim Report for the six months
ended 30 September 2017. During the period the Company made a loss
of GBP61,308 which is mainly attributable to professional fees
incurred relating to the Listing and general administration
expenses.
The Company announced on 20 November that it had entered into a
loan agreement with Greenview Gas Ltd ("Greenview"), a heating,
gas, electrical and renewable energy company in Northern Ireland,
and that the loan agreement included the right to an option to
acquire the entire share capital of Greenview for consideration
consisting of the issue of new ordinary shares of the Company,
subject to certain conditions. If that option were to be granted,
and subsequently exercised, which the Board believes is desirable
(subject to due diligence) it would constitute a Reverse Take Over
("RTO") under the Listing Rules.
As a result of this announcement, the Company's listing was
suspended pending either the issue of an announcement giving
further details of the RTO, the publication of a Prospectus, or an
announcement that the RTO is no longer in contemplation.
Whilst the Board is unable to update shareholders on the status
of any negotiations at this stage, it remains confident that it can
complete a transaction that will be beneficial to all shareholders.
I would like to reassure shareholders that an announcement will be
made to the market as soon as circumstances allow.
Richard Beresford
Non-executive Chairman
29 December 2017
Responsibility Statement
We confirm that to the best of our knowledge:
-- the Interim Report has been prepared in accordance with
International Accounting Standards 34, Interim Financial Reporting,
as adopted by the EU; and
-- gives a true and fair view of the assets, liabilities,
financial position and loss of the Company; and
-- the Interim Report includes a fair review of the information
required by DTR 4.2.7R of the Disclosure and Transparency Rules,
being an indication of important events that have occurred during
the first six months of the financial year and their impact on the
set of interim financial statements; and a description of the
principal risks and uncertainties for the remaining six months of
the year.
-- The Interim Report includes a fair review of the information
required by DTR 4.2.8R of the Disclosure and Transparency Rules,
being the information required on related party transactions.
The interim Report was approved by the Board of Directors and
the above responsibility statement was signed on its behalf by:
Richard Beresford
Non-executive Chairman
29 December 2017
Interim Statement of Comprehensive
Income
6 months
to
30 September
Note 2017
Unaudited
GBP
Revenue
-------------------------------------- ------- --------------
Administration expenses (61,308)
====================================== ======= ==============
Operating Loss (61,308)
====================================== ======= ==============
Loss before tax (61,308)
====================================== ======= ==============
Tax -
-------------------------------------- ------- --------------
Loss for the period (61,308)
====================================== ======= ==============
Other Comprehensive Income -
Total comprehensive Income
for the period (61,308)
====================================== ======= ==============
Earnings per share (pence) 4 (0.9)
-------------------------------------- ------- --------------
Statement of Financial Position
30 September
2017
Unaudited
Note GBP
ASSETS
=================================== ======= =============
Current assets
=================================== ======= =============
Other receivables 45,000
=================================== ======= =============
Cash and cash equivalents 1,006,841
----------------------------------- ------- -------------
Total assets 1,051,841
=================================== ======= =============
EQUITY
Capital and reserves attributable
to owners of the Company
=================================== ======= =============
Share Capital 5 636,250
=================================== ======= =============
Share Premium 5 461,500
=================================== ======= =============
Retained Earnings (61,308)
=================================== ======= =============
1,036,442
----------------------------------- ------- -------------
LIABILITIES
Current liabilities
Trade and other payables 15,399
Total liabilities 15,399
----------------------------------- ------- -------------
Total Equity and Liabilities 1,051,841
=================================== ======= =============
Statement of Changes In Equity
Attributable to owners
of the Company
Share Share Retained
Capital Premium earnings Total
GBP GBP GBP GBP
Unaudited Unaudited Unaudited Unaudited
Balance as at Incorporation - - - -
============================= ============ ========== =========== ===============
Profit/(Loss) for period - - (61,308) (61,308)
Other comprehensive - - - -
income
----------------------------- ------------ ---------- ----------- ---------------
Total comprehensive
income for the period - - (61,308) (61,308)
----------------------------- ------------ ---------- ----------- ---------------
Transaction with owners
============================= ============ ========== =========== ===============
Issue of share capital
net of issue costs 636,250 461,500 - 1,097,750
============================= ============ ========== =========== ===============
Balance as at 30 September
2017 636,250 461,500 (61,308) 1,036,442
Statement of Cash Flows
6 months
to
30 September
Cash flow from operating 2017
activities Unaudited
GBP
================================ ==============
Profit/(Loss) for the period (61,308)
================================= ==============
Changes in working capital:
================================ ==============
(Increase)/decrease in trade
and other receivables (45,000)
================================= ==============
Increase in trade and other
payables 15,399
--------------------------------- --------------
Net cash flows from operating
activities (90,909)
--------------------------------- --------------
Cash flows from financing
activities
-------------------------------- --------------
Issue of shares net of issue
costs 1,097,750
--------------------------------- --------------
Net increase in cash and
cash equivalents 1,006,841
================================= ==============
Cash and cash equivalents
at beginning of the period -
-------------------------------- --------------
Cash and cash equivalents
at end of the period 1,006,841
================================= ==============
Notes to the Unaudited Financial Statements
1. Basis of preparation
The Interim Report, which includes the interim financial
statements has been prepared in accordance with International
Accounting Standard 34 'Interim Financial Reporting'. The Interim
Report has been prepared in accordance with International Financial
Reporting Standards (IFRS) as adopted by the European Union.
Cyclicality
The interim results for the six months ended 30 September 2017
are not necessarily indicative of the results to be expected for
the full year ending 31 March 2018. Due to the nature of the
entity, the operations are not affected by seasonal variations at
this stage
2. Financial Information
The Interim Report for the period 21 March 2017 to 30 September
2017 is unaudited. This report has not been reviewed by the
company's auditors in accordance with the International Standard on
Review Engagements 2410 issued by the Auditing Practices Board. In
the opinion of the Directors the interim financial statements,
included in the Interim Report, for the period presents fairly the
financial position, and results from operations and cash flows for
the period in conformity with the generally accepted accounting
principles consistently applied. There are no comparative figures
as this is the Company's first interim period.
The Interim Report, which includes the interim financial
statements, set out above does not constitute statutory accounts
within the meaning of the Companies Act 2006. It has been prepared
on a going concern basis in accordance with the recognition and
measurement criteria of International Financial Reporting Standards
(IFRS) as adopted by the European Union. Except as described below,
the accounting policies applied in preparing the interim financial
statements are consistent with those that have been adopted in the
Company's prospectus.
Risks and uncertainties
The risks and uncertainties remain unchanged from those detailed
out in the Historical Financial Information included within the
prospectus.
Accounting Policies
Critical accounting estimates and judgements
The preparation of the interim financial statements requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the end of the reporting
period. Due to the nature of the Company, the Directors do not
believe there to be any material critical accounting estimates and
judgements that were used in preparing these financial
statements.
Changes in accounting policy and disclosures.
New and amended standards adopted by the Company:
There are no IFRSs or IFRIC interpretations that are effective
for the first time for the financial period 2017 that would be
expected to have a material impact on the Company.
Going Concern
The directors have made appropriate enquiries, consider that
adequate resources exist for the company to continue in operational
existence for the foreseeable future and that, therefore, it is
appropriate to adopt the going concern basis in preparing the
Interim Report for the period ended 30 September 2017.
3. Operating Segments
For the purpose of IFRS8, the Chief Operating Decision Maker
"CODM" takes the form of the board of directors. The Directors are
of the opinion that the business of the Company comprises a single
activity, being the identification and acquisition of target
companies or businesses in Northern Ireland. As such the financial
information of the segment is the same as that set out in the
statement of comprehensive income, the statement of financial
position, the statement of changes in equity and the statement of
cash flows
4. Earnings per share
The calculation of the Basic and fully diluted earnings per
share is calculated by dividing the loss for the six-month period
to 30 September 2017 from continuing operations of GBP61,308 for
the Company by the weighted average number of ordinary shares in
issue during the periods of 6,646,995.
There are no potential dilutive shares in issue.
5. Share Capital
Allotted and issued
12,725,003 ordinary
shares of GBP0.05 each
On incorporation 3 founder shares were issued for GBP0.05.
On 21 April 2017 62,500 ordinary shares of GBP0.05 were issued
for GBP0.08 per share.
On 19 May 2017 1,062,500 ordinary shares of GBP0.05 were issued
for GBP0.08 per share.
On 5 June 2017 750,000 ordinary shares of GBP0.05 were issued
for GBP0.08 per share.
On admission 10,850,000 ordinary shares of GBP0.05 were issued
were issued at a GBP0.10 per share.
As a result of the above at 30 September 2017 Share Capital
totalled GBP636,250 and Share Premium GBP461,500 net of issue costs
of GBP137,250.
6. Ultimate Controlling Party
The Directors consider there to be no ultimate controlling party
at 30 September 2017.
7. Approval of the Interim Report
The Interim Report, which includes the interim financial
statements, were approved by the Board of Directors on 29 December
2017.
For further information:
Rockpool Acquisitions Plc
Mike Irvine, Non-Executive Tel: +44 (0)7971
Director 203976
Neil Adair, Non-Executive http://rockpoolacquisitions.plc.uk
Director
Richard Beresford, Non-Executive
Chairman
Shard Capital (Broker)
Damon Heath / Eric Woolgar Tel: +44 (0)20 7186
9952
Abchurch (Financial PR)
Julian Bosdet / Dylan Mark Tel: +44 (0)20 7398
/ Alejandra Campuzano 7741
Rockpool@abchurch-group.com
Notes to Editors:
Rockpool Acquisitions Plc, a Special Purpose Acquisition Company
based in Northern Ireland, whose shares have been admitted to the
Official List of the London Stock Exchange by way of a Standard
Listing, was formed to undertake the acquisition of a company or
business headquartered, or materially based in Northern Ireland
with the valuation of up to GBP20 million. Once the first
acquisition is completed, the Company may consider further
complementary acquisitions.
Rockpool will focus on targeting an acquisition with the
potential to grow to a substantial market capitalisation or, in due
course, to be attractive to an industry or financial buyer. The
objective of the Company following completion of an acquisition
will be to inject additional capital to facilitate the expansion of
that business.
The Directors are of Northern Irish origin and have over 60
years' combined experience of the local market. Between them they
have considerable industry, acquisitions, legal, public markets and
financial and operational experience, with good access to potential
targets. The Directors believe that Rockpool's ability to provide
access to significant amounts of additional capital will be the key
element in being able to attract a suitable target for acquisition.
It is likely that the acquisition, which Rockpool aims to make
within twelve months of Admission, will be treated as a Reverse
Takeover requiring the publication of a prospectus and an
application to be re-admitted to the Official List of the London
Stock Exchange.
Access to capital is a real issue for many fast-growing Northern
Ireland businesses. The Directors believe that there will be a
number of businesses attracted to the prospect of raising capital
through a listed cash-shell vehicle and will actively approach
Rockpool seeking a reverse takeover.
For more information about Rockpool, please visit
http://www.rockpoolacquisitions.plc.uk
- Ends -
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR BKLFLDLFZFBQ
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