ROCKPOOL ACQUISITIONS PLC

Earnings Release • Dec 29, 2017

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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 £1.235m 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 £358,836.92

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 £61,308 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
				Note		6 months to 30 September 2017 Unaudited £
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
	Note	30 September 2017 Unaudited £
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 Capital	Share Premium	Retained  earnings	Total
	£	£	£	£
	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

Cash flow from operating activities		6 months to 30 September 2017 Unaudited £
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 £61,308 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 £0.05 each

On incorporation 3 founder shares were issued for £0.05.

On 21 April 2017 62,500 ordinary shares of £0.05 were issued for £0.08 per share.

On 19 May 2017 1,062,500 ordinary shares of £0.05 were issued for £0.08 per share.

On 5 June 2017 750,000 ordinary shares of £0.05 were issued for £0.08 per share.

On admission 10,850,000 ordinary shares of £0.05 were issued were issued at a £0.10 per share.

As a result of the above at 30 September 2017 Share Capital totalled £636,250 and Share Premium £461,500 net of issue costs of £137,250.

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 Director	Tel: +44 (0)7971 203976
Neil Adair, Non-Executive Director	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)
Julian Bosdet / Dylan Mark / Alejandra Campuzano	Tel: +44 (0)20 7398 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 £20 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

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