TIDMROC
RNS Number : 3090Y
Rockpool Acquisitions PLC
30 December 2019
Press release 30 December 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")
Interim Report for the period ended 30 September 2019
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 2019.
Highlights
-- Profit of GBP34K following consultancy fees and loan interest
-- Potential fundraising of up to GBP1.6m
Chairman's Statement
I am pleased to present the Interim Report for the half year
ended 30 September 2019. During this period, the Company made a
profit of GBP34,984 (six months ended 30 September 2018:
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 21 October 2019, that it had entered
into Heads of Terms relating to a potential investment into the
Company of GBP1.6m in a mixture of shares and convertible loans.
Discussions relating to that potential investment are still
underway.
In the meantime, the business of Greenview Gas Limited
("Greenview") continues to make good progress and the plan for
turning around the business of the recently acquired Central
Heating Services Limited is being successfully implemented.
Greenview and its subsidiaries are still suffering from working
capital constraints, but the management of Greenview are confident
that the group as whole will be profitable by the end of February
2020 and that they are still on target to generate at least GBP1.7m
of EBITDA and pre-tax profit of at least GBP900,000 on a turnover
of no less than GBP26m in the 12 months to end of September 2020.
The group continues to win new contracts. Discussions are also
underway about extending the length and size of loan facilities
provided by Greenview's other lenders.
I would draw your attention to Note 2 to the Interim Financial
Statements below in relation to principal risks and uncertainties
and to the going concern basis for the preparation of the Interim
Financial Statements.
I would like to thank shareholders and others for their support
and patience during 2019 and look forward to a positive year
ahead.
Richard Beresford
Non-executive Chairman
30 December 2019
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
30 December 2019
Interim Statement of Comprehensive
Income
6 months to 6 months to
30 September 30 September
2019 2018
Note
Unaudited Unaudited
GBP GBP
Revenue 36,000 25,000
-------------------------------------- ------- -------------- --------------
Administration expenses (50,719) (27,869)
====================================== ======= ============== ==============
Operating Profit /
(Loss) (14,719) (2,869)
====================================== ======= ============== ==============
Finance income 49,703 19,870
====================================== ======= ============== ==============
Profit / (Loss) before
tax 34,984 17,001
====================================== ======= ============== ==============
Tax - -
-------------------------------------- ------- -------------- --------------
Profit / (Loss) for
the period 34,984 17,001
====================================== ======= ============== ==============
Other Comprehensive - -
Income
Total Comprehensive Income
for the period 34,984 17,001
=============================================== ============== ==============
Earnings per share
(pence) 5 0.27 0.13
-------------------------------------- ------- -------------- --------------
Statement of Financial Position
30 September 31 March
2019 2019
Unaudited Audited
Note GBP GBP
ASSETS
=================================== ======= ============= ==========
Current assets
=================================== ======= ============= ==========
Trade and other receivables 6 973,249 922,037
=================================== ======= ============= ==========
Cash and cash equivalents 20,223 146,102
----------------------------------- ------- ------------- ----------
Total assets 993,472 1,068,139
=================================== ======= ============= ==========
EQUITY
Capital and reserves attributable
to owners of the Company
=================================== ======= ============= ==========
Share capital 636,250 636,250
=================================== ======= ============= ==========
Share premium 461,250 461,250
=================================== ======= ============= ==========
Retained earnings (185,248) (220,232)
=================================== ======= ============= ==========
912,252 877,268
----------------------------------- ------- ------------- ----------
LIABILITIES
Current liabilities
Trade and other payables 7 81,220 190,871
Total liabilities 81,220 190,871
----------------------------------- ------- ------------- ----------
Total Equity and Liabilities 993,472 1,068,139
=================================== ======= ============= ==========
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 2019 636,250 461,250 (220,232) 877,268
================================ ============ ============== ========== ===============
Profit/(Loss) for period - - 34,984 34,984
Other comprehensive income - - - -
-------------------------------- ------------ -------------- ---------- ---------------
Total comprehensive income
for the period - - 34,984 34,984
-------------------------------- ------------ -------------- ---------- ---------------
Transaction with owners
================================ ============ ============== ========== ===============
Issue of share capital net - - - -
of issue costs
-------------------------------- ------------ -------------- ---------- ---------------
Total transactions with owners - - - -
-------------------------------- ------------ -------------- ---------- ---------------
Balance as at 30 September
2019 636,250 461,250 (185,248) 912,252
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 ordinary shares - - - -
================================= ============ ============== ========== ===============
Total transactions with owners - - - -
--------------------------------- ------------ -------------- ---------- ---------------
Balance as at 30 September 2018 636,250 461,250 (61,308) 820,400
Statement of Cash Flows
6 months to 6 months to
30 September 2019 30 September 2018
Unaudited Unaudited
Cash flow from operating activities GBP GBP
====================================================== =================== ===================
Profit/(Loss) for the period 34,984 17,001
======================================================= =================== ===================
Changes in working capital:
====================================================== =================== ===================
(Increase)/decrease in trade and other receivables (51,212) (24,870)
======================================================= =================== ===================
Increase/(decrease) in trade and other payables (109,651) (35,484)
------------------------------------------------------- ------------------- -------------------
Net cash flows from operating activities (125,879) (43,353)
------------------------------------------------------- ------------------- -------------------
Cash flows from financing activities
====================================================== =================== ===================
Issue of shares net of issue costs - -
------------------------------------------------------ ------------------- -------------------
Net cash flows from financing activities - -
------------------------------------------------------ ------------------- -------------------
Net increase in cash and cash equivalents (125,879) (43,353)
======================================================= =================== ===================
Cash and cash equivalents at beginning of the period 146,102 91,391
------------------------------------------------------- ------------------- -------------------
Cash and cash equivalents at end of the period 20,223 48,038
======================================================= =================== ===================
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
2019 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 2019
are not necessarily indicative of the results to be expected for
the full year ending 31 March 2020. 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 2019 to 30 September
2019 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 2019 were approved by the
Board of Directors on 31 October 2019. 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 period ended 31 March 2019 and the accompanying report. 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. There is
the risk that the company will not have access to sufficient funds
to achieve this.
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 16 - Leases (effective 1 January 2019)
-- IFRIC 23 - Uncertainty over Income Tax Treatments (effective 1 January 2019)
-- Annual Improvements 2015-2017 Cycle (effective 1 January 2019)
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, despite the
support of advisers and directors in deferring or forgoing fees and
remuneration, are currently insufficient to meet its expected
outgoings in the period until which it is anticipated that it can
start receiving payments of interest and repayments of principal
from Greenview Gas Limited. The Directors, however, have a
reasonable expectation that the company will be able to raise funds
sufficient to cover the shortfall from third parties, either
pursuant to the heads of terms signed in October 2019, or
otherwise. The company therefore continues to adopt the going
concern basis in preparing the in preparing the Interim Report for
the period ended 30 September 2019.
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 2019 (six months ended 30 September
2018: GBPnil).
5. Earnings per share
The calculation of earnings per share is based on the profit for
the six-month period to 30 September 2019 from continuing
operations of GBP34,984 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 2019
2019
GBP GBP
Secured loan receivable 793,070 793,070
Accrued loan interest 180,179 128,967
_______ _______
Total 973,249 922,037
The fair value of all receivables is the same as their carrying
values stated above.
At 30 September 2019 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.
7. Trade and other payables
30 September 2019 31 March 2019
GBP GBP
Trade and other payables 51,858 39,022
Advance from Greenview Gas Ltd 29,362 151,849
_______ _______
Total 81,220 190,871
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. The fee to be charged to Cordovan Capital
Management Limited amounts to 3 per cent of the enterprise value of
any completed acquisition, paid from either net proceeds of new
capital raised prior to or at the time of the acquisition.
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 GBP7,200 (30 September 2018: GBP14,400) was
charged to the Company during the period inclusive of VAT, and a
further GBP6,000 accrued. The amount due to Cordovan Capital at the
period-end amounted to GBP20,400.
On 31 March 2017, the Company entered into an agreement with
McCarthy Denning, a company in which R A D Beresford is Chairman
and shareholder, regarding services relating to the preparation of
a prospectus and admission. 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 GBP21,734 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 2019 amounted to
GBPnil.
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 2018: GBP6,000)
was charged to the Company during the period, of which GBP6,000
remains outstanding at the year-end.
9. Ultimate controlling party
The Directors consider there to be no ultimate controlling party
at 30 September 2019.
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 30(th)
December 2019
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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END
IR LLFIEFLLIVIA
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