Rockpool Acquisitions PLC Exercise of Option to Acquire Greenview Gas Ltd (5891R)
June 30 2020 - 11:14AM
UK Regulatory
TIDMROC
RNS Number : 5891R
Rockpool Acquisitions PLC
30 June 2020
Press release 30(th) June 2020
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")
Exercise of Option to Acquire Greenview Gas Limited
The Board of Rockpool is pleased to report that the Company has
given notice to exercise the option granted to it on 29 January
2019 to purchase the entire issued share capital of Greenview Gas
Limited ("Greenview"). The consideration payable on completion of
the acquisition is GBP1,145,250.27 to be settled by the issue of
12,725,003 fully paid ordinary shares of Rockpool at a price of
GBP0.09 a share. If no further ordinary shares are issued by the
Company prior to completion then the vendors of Greenview will,
immediately following completion, hold between them 50% of the
issued share capital of the Company.
Rockpool will shortly instruct its lawyers, McCarthy Denning
Limited, to commence preparing a sale and purchase agreement (SPA)
for the purpose of acquiring the GVG shares. In accordance with the
agreement granting the option (the Option Agreement), completion
under the SPA is likely to be conditional on a number of matters
including completion of satisfactory due diligence on Greenview and
its subsidiaries ("GVG Group") and the re-admission of Rockpool's
shares to trading on the Main Market of the London Stock Exchange
(although under the terms of the option Rockpool is entitled to
waive those conditions). Completion is also likely to be
conditional on the approval by shareholders of the Company of a
whitewash under Rule 9 of the Takeover Code for Michael Burke, CEO
and founder of Greenview, to obtain 30% or more of the issued share
capital of the Company without making an offer for the remaining
shares of the Company.
Pursuant to the Option Agreement, Greenview is obliged to meet
the substantial legal, accountancy, and other professional costs
which will incurred in preparing the SPA and undertaking
re-admission to trading. It is likely that the process of preparing
for readmission will not be progressed until after Greenview
completes the refinancing of its existing debt. To this end
Greenview and the Board are continuing discussions with potential
providers of both debt and equity with a view to obtaining funding
to enable Greenview to both refinance its existing loan facilities
and meet its requirements for working capital going forward.
The Board is pleased to announce that the performance of the GVG
Group has been ahead of management projections for the first two
months of the current financial year (commencing April 1) and that
the management of the GVG Group remain confident that EBITDA will
exceed GBP1.39m over the financial year as a whole.
Rockpool is currently in the process of preparing an application
for a so-called Bounce Back Loan in order to assist it with meeting
its overheads. If that application is not successful then the
Company is likely to have to seek to obtain additional funding from
GVG Group or elsewhere in order to meet its outgoings from August
onwards.
Mike Irvine, non-Executive Director of Rockpool, said: "This
represents a significant step towards our goal of acquiring a
profitable and fast-growing business based in Northern Ireland.
Although it has taken a good deal longer than we had hoped,
Greenview is now on a sound footing, and the Board of Rockpool is
confident that, when it is eventually completed, the acquisition of
Greenview will deliver significant upside to Rockpool
shareholders".
The Board of the Company will update the market further as and
when necessary.
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
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
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