TIDMROC
RNS Number : 5049G
Rockpool Acquisitions PLC
15 November 2022
Press release 15th November 2022
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 as retained in UK law
pursuant to the European Union (Withdrawal) Act 2018 and as amended
by the Market Abuse (Amendment)(EU Exit) Regulations 2019 (SI
2019/310) . 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 Reverse Takeover and Suspension of Listing
Rockpool Acquisitions Plc, the Special Purpose Acquisition
Company ("SPAC") formed to undertake the acquisition of a company
or business headquartered or materially based in Northern Ireland
or alternative transactions with suitable targets, including those
that may not have a direct connection with Northern Ireland , has
entered into heads of terms ("Heads") relating to the proposed
acquisition (the "Acquisition") of the entire issued and to be
issued share capital of Amcomri Group Limited ("Amcomri"), the
holding company of a fast-growing, acquisitive group of quality UK
Engineering and Manufacturing businesses.
The group consists of nine SMEs acquired over the past five
years in those industrial sectors, and has a wealth of experience
in optimising business performance.
The Group primarily provides a range of specialist engineering
and equipment services to the power, rail, petrochemical, process
and production electronics industries in the UK and Ireland. Within
these sectors it offers a range of services and equipment to allow
asset owners to extend the operating life of key high value
critical assets or associated infrastructure.
More recently it has established a second focus area in
specialist printing in which it owns a further two operating
companies, its most recent acquisition in this sector being Bex
Design & Print Limited, a 35-year-old specialist screen and
digital print business supplying into the electronics and other
industries.
The Heads provide that the transaction will be subject to a
number of matters including the negotiation of a formal sale and
purchase agreement. The consideration for the Acquisition if it is
concluded ("the Price" ) will be GBP22,340,625 (based on the
forecast pro-forma aggregate EBITDA for FY2022 of GBP5.401m, an
agreed EV to EBITDA multiple of 6.84 and net debt of GBP14.6m) to
be satisfied by the issue at completion fully paid to the Sellers
of 284,284,523 new ordinary shares of Rockpool (Ordinary Shares),
or (in order to maintain sufficient Ordinary Shares in public
hands) by the issue at completion of a combination of Ordinary
Shares and, either, nil-coupon convertible loan notes, or
non-voting convertible shares, which on conversion into Ordinary
Shares would together equal 284,284,523 Ordinary Shares. If all the
consideration were to be paid in Ordinary Shares issued at
completion then immediately following such issue the issued share
capital of Rockpool would be held as follows:
Name of Shareholder Shares %
Amcomri Holdings Limited 229,374,978 77.23%
Stephill Investments Limited 35,180,207 11.84%
Other Target Shareholders 19,729,336 6.73%
Rockpool Shareholders 12,725,003 4.28%
The terms of the Acquisition value the existing issued share
capital of Rockpool at GBP1m, or approximately GBP0.0786 per
Ordinary Share.
In accordance with the intention set out in the Company's
prospectus published at the time it came to the market in July
2017, the founders of the Company, Neil Adair, Mike Irvine and
Richard Beresford, will be granted 5 year options to acquire 10% of
the post-admission fully diluted (including by the exercise of
those options) Ordinary Share capital at a price of GBP0.15 per
Ordinary Share, representing a 90% premium to the price at which
the Amcomri acquisition values the Ordinary Shares.
As mentioned above, as well as being subject to contract, the
Acquisition is subject to certain conditions, including obtaining
of a whitewash under Rule 9 of the Takeover Code, t here being no
adverse change or deterioration in the business, assets, financial
or trading position or prospects of Amcomri or its subsidiaries
between the date of the Heads and completion which is in the
reasonable opinion of the Rockpool Board, material and on due
diligence. Under the Heads, Rockpool has agreed to indemnity
Amcomri for up to GBP50,000 in relation to the costs of pursuing
and negotiating the transaction should the transaction not complete
in certain circumstances. Amcomri has also agreed to indemnify
Rockpool in relation to its costs should the transaction not
proceed to completion for certain reasons.
The Acquisition, if completed, will constitute a Reverse Take
Over ("RTO") under the Listing Rules. Therefore, the Company has
requested a suspension of its listing 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. The suspension will take effect immediately.
Mike Irvine, co-founder and Non-Executive Director of Rockpool,
said: "I am delighted that we are able to announce the potential
acquisition of Amcomri which is intended to see Rockpool transform
from a SPAC into a profitable trading enterprise. Amcomri's track
record of successfully acquiring businesses and its wealth of
experience in optimising business performance when combined with
the opportunities for further acquisitions that a listing should
provide, make the Acquisition a transaction that should create
value for both the Rockpool and Amcomri shareholders."
Ends -
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
- Ends -
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