TIDMROC
RNS Number : 4579Q
Rockpool Acquisitions PLC
21 October 2019
Press release 21 October 2019
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")
Potential Investment in the Company
-- Rockpool, the special purpose acquisition company, is pleased
to announce that it has signed Heads of Terms ("Heads of Terms")
with a private investment company incorporated in Nevada ("the
Nevada Investor"). Key points of the Heads of Terms, which are
non-legally-binding other than in respect of the exclusivity
period, are as follows.
-- The Nevada Investor and / or parties connected with the
Nevada Investor ("the Investors") will make a subscription of a
total of GBP1.6m ("Subscription") for a mixture of ordinary shares
of GBP0.05 of Rockpool ("Ordinary Shares") and convertible loan
notes. The shares element will comprise 2,545,001 Ordinary Shares
to be issued at a price of GBP0.12 per share and the loan notes
will convert into a further 10,788,333 Ordinary Shares at a price
of GBP0.12 per share.
-- The Investors will nominate three directors to the board of
the Company and Neil Adair, currently a non-Executive Director,
will step down from the board with effect from the completion of
the Subscription.
-- Subject to formal agreement with the board of Greenview,
Rockpool will make a further loan of GBP750,000 to Greenview Gas
Limited ("Greenview") which will not be repayable for a period of
30 months. GBP910,000 of the total amounts owed by Greenview will
be convertible into 40% of the equity of Greenview at the option of
Rockpool. The Nevada Investor will establish an office in
Greenview's premises.
-- Cordovan Capital, Rockpool's corporate finance adviser, will
receive a fee in connection with the transaction, some of which
will be settled by the issue of 916,667 Ordinary Shares at a price
of 12p per share with the balance being settled in cash. Those
Ordinary Shares will be issued on the earlier of the first
anniversary of completion of the Subscription or the completion of
a reverse takeover ("RTO") by the Company. Some of the Cordovan
Capital fees will be shared with Neil Adair and Richard
Beresford.
-- Changes will be made to the anticipated option awards to the
Company's founders and current directors, Neil Adair, Richard
Beresford and Mike Irvine. Instead of receiving options over 10% of
the Company's fully diluted share capital following the completion
of its first RTO, which were expected (at the time of the Company's
admission to the Official List) to be exercisable at a price of 15p
per Ordinary Share, the three will receive between them options
over such number of Ordinary Shares as (subject to the minimum and
maximum number set out below) has a value (at a price of 12p per
share) equal to 1% of the value of the Ordinary Shares issued as
consideration for acquisitions made within the first 36 months of
completion of the Subscription or, if completed after that 36 month
period, as consideration of the first RTO by the Company. The
exercise price of the options will be 12p per Ordinary Share. The
three directors will be entitled to options over a minimum of
2,400,000 Ordinary Shares and a maximum of 10,400,000 Ordinary
Shares.
-- The Investors will be granted an exclusivity period of 45
days in order to allow time for binding documents to be signed. The
exclusivity period is terminable if the Investor fails to make
certain initial payments within specified time limits.
It is currently anticipated, on completion of the Subscription,
Rockpool will terminate the option agreement which it entered into
in relation to the acquisition of Greenview and then immediately
apply to the FCA to have the suspension of its shares lifted on the
basis that a particular reverse takeover is no longer in
contemplation.
Commenting on the potential transaction, Richard Beresford,
non-Executive Chairman of Rockpool, said: "The proposed substantial
investment into the Company is an exciting step forward and allows
the Company to fulfil its mandate to provide additional working and
growth capital to a growing Northern Ireland-based company.
"The subscription price represents a 20% premium to the
Company's IPO price and a 33.3% premium to the price of the
Company's shares at suspension. Whilst the transaction remains
subject to contract, the board is very excited by this development
and is confident that Rockpool can bring the transaction to a
successful completion on the agreed terms, which the board
considers to be in the interests of all shareholders. Rockpool
looks forward to working actively with the investors going forward,
in what should be a very exciting period for the Company."
For further information please contact:
Rockpool Acquisitions Plc
Mike Irvine, Non-Executive Director mike@cordovancapital.com
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
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. Once the first acquisition is completed, the
Company may consider further complementary acquisitions.
Rockpool announced on 20 November 2017 that it had entered into
a loan agreement with Greenview Gas Ltd (Greenview) to finance the
acquisition of two businesses in the air conditioning and the
electrical and mechanical installation, maintenance and facilities
management sectors and it included the right to an option to
acquire the entire share capital of Greenview and if the option
were to be granted and exercised it would
constitute a Reverse Take Over (RTO). That option was entered into in January 2019.
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.
For more information about Rockpool, please visit
www.rockpoolacquisitions.plc.uk
- Ends -
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END
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