TIDMROC
RNS Number : 4675O
Rockpool Acquisitions PLC
30 January 2019
Press release 30 January 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")
Update on the proposed acquisition of Greenview Gas Limited
The Company announced on 20 November 2017 that it had entered
into a loan agreement with Greenview Gas Ltd ("Greenview"), a
heating, gas, electrical and renewable energy company in Northern
Ireland. The loan agreement was entered into to finance the
acquisition of two businesses, in the air conditioning and the
electrical and mechanical installation, maintenance and facilities
management sectors. 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. The announcement went on to
say that if that option were to be granted, and subsequently
exercised it would constitute a Reverse Take Over ("RTO") under the
Listing Rules.
As a result of that 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.
On 21 December 2018, in its Interim report for the period ended
30 September 2018, the Company reported that considerable progress
had been made with regard to the potential acquisition of
Greenview.
The Company is now delighted to announce the following:
-- Greenview has successfully integrated the acquisitions it
made in November 2017 and trading in Greenview Gas and its
subsidiaries ("the Greenview Gas Group") is in line with
Greenview's management expectations
-- The Company has entered into an option agreement with the
shareholders of Greenview giving the Company the right to acquire
the entire issued share capital of Greenview for a consideration of
GBP1,145,250.27 to be satisfied by the issue of 12,725,003 new
ordinary shares in the Company at a price of GBP0.09 per share, the
closing mid-market price of the Company's shares on the day prior
to their suspension. The option is exercisable at any time up to 30
June 2020.
-- Greenview has completed the acquisition of Central Heating
Services Limited which has a wholly-owned subsidiary, Electrical
Services Southern Limited, ("the CHS Group") for a total
consideration of GBP650,000 payable in cash.
-- The CHS Group had an (unaudited) Turnover of GBP8,777,364 and
EBITDA of GBP356,808 for the year ended 31 March 2018.
-- Greenview has obtained a new 12-month secured term loan and a
revolving debt facility totalling GBP3.75m (subject to asset
levels) from Exworks Capital Fund I, L.P ("Exworks"). GBP2.25m of
these facilities are currently available and have been utilised to
facilitate the acquisition of the CHS Group, refinance existing
debt within the CHS Group and the Greenview Gas Group and provide
working capital for the Greenview Gas Group.
-- The debt facilities carry an interest rate of 2% per month.
-- The Company has agreed to subordinate its loan to Greenview
and the related security to the debt to Exworks and its related
security and, until Exworks has been repaid in full, will not be
able to demand repayment of its loan without the consent of
Exworks.
-- The Company intends shortly to instruct its professional
advisers to undertake further due diligence and commence the
preparation of the documentation to enable the exercise of the
option and completion of the acquisition of Greenview as well as a
prospectus to enable the Company's shares to be re-admitted to the
Official List immediately following such completion. Greenview has
agreed to meet (and fund in advance) Rockpool's legal, accountancy
and other professional costs incurred in preparing those documents
and undertaking re-admission.
Commenting on the progress made, Mike Irvine, non-Executive
Director of Rockpool, said: "The proposed acquisition of Greenview
has advanced considerably and the key components leading to a
successful completion are in place. Rockpool looks forward to
working actively with the Greenview team going forward, with what
should be a very exciting period for the group."
For further information:
Rockpool Acquisitions Plc
Mike Irvine, Non-Executive Director Tel: +44 (0)28 9044 6733
http://rockpoolacquisitions.plc.uk
Richard Beresford, Non-Executive Chairman
Shard Capital (Broker)
Damon Heath / Eric Woolgar Tel: +44 (0)20 7186 9952
Abchurch (Financial PR)
Abchurch Communications Tel: +44 (0)20 7469 4634
/ 4633
Julian Bosdet / Alejandra Campuzano
/ Dylan Mark
Abchurch Switchboard Tel: +44 (0)20 7469 4630
Rockpool@abchurch-group.com www.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).
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. .
For more information about Rockpool, please visit
http://www.rockpoolacquisitions.plc.uk
- Ends -
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ACQSEEESUFUSELF
(END) Dow Jones Newswires
January 30, 2019 02:00 ET (07:00 GMT)
Rockpool Acquisitions (LSE:ROC)
Historical Stock Chart
From Apr 2024 to May 2024
Rockpool Acquisitions (LSE:ROC)
Historical Stock Chart
From May 2023 to May 2024