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30th Apr 2025 5:37 pm RNS Final Results

"... ROCKPOOL ACQUISITIONS PLC

CHAIRMAN'S STATEMENT

The ELG Group is a substantial group of companies with a long trading history. In 2023 the group had a turnover of not less than €54m (circa £44m) and adjusted EBITDA of not less than €2.1m (circa £1.7m) (provisional figures subject to final audit). The group is currently undertaking an asset disposal, debt reduction and debt refinancing programme as well as engaging in efficiency improvements and other initiatives which are targeted at improving EBITDA further in 2025. ELG AB is also currently undertaking a pre-Reverse Takeover fundraising ("the pre-RTO fundraising") and has appointed a broker based in Asia to assist in that. The plan is also for the Company to raise further funds by way of a placing ("the Placing") and a subscription (together, "the re-admission fundraising") conditional on re-admission. The Company is in the process of selecting a London-based broker to undertake the Placing. The net proceeds of the pre-RTO fundraising will partly be used to provide additional working capital for the ELG Group (current constraints on working capital mean that it has a not-insignificant backlog of orders for its lingerie from retailers). Part of the proceeds will be used to fund the commencement of a new business initiative and to assist in regularising and then refinancing the group's current senior debt facility which is technically in default. A further part of the net proceeds of the pre-RTO fundraising will be used to meet the costs that ELG AB is incurring in connection with the transaction and to meet ELG AB's obligations to make monthly and other payments to help Rockpool pay its own costs in relation to the transaction and re-admission which it is currently not in a position to do without having a negative impact on the business.

The proceeds of the re-admission fundraising will be used to facilitate the launch or further development by ELG Group of new business initiatives, to provide additional working capital and, potentially, meet some or all of the costs of undertaking acquisitions.

I was particularly pleased that the Heads of Terms provide for a valuation of 10p per share for the Rockpool shares that are to be issued to the sellers of ELG AB as the consideration for the transaction, if it is concluded. This compares very favourably with their mid-market price of 2.85p at close on Tuesday 17th December 2024, as well as with the valuation that the Amcomri transaction would have placed on them (7.86p). The actual amount of the consideration for the purchase of ELG AB will be agreed by Rockpool and the sellers in light of the valuation at which the Company's brokers anticipate being able to procure investors to subscribe for new ordinary shares in the Placing. ..."

https://www.lse.co.uk/rns/ROC/final-results-b9z28vqpajswwyy.html

30th Apr 2025 5:37 pm RNS Final Results

"... Towards the end of the period under review, on 18th December 2024, the Board were delighted to announce that it had signed heads of terms ("the Heads of Terms") for the acquisition of European Lingerie Group, AB ("ELG AB"), a company incorporated in Sweden ("the transaction") and for the proposed re-admission ("the re-admission") of Rockpool's ordinary shares to the Equity Shares (Commercial Companies) category of the Official List and to the Main Market of the London Stock Exchange. As a result of that announcement trading in the Company's ordinary shares was again suspended pending re-admission or termination of the transaction.

In connection with the transaction and the re-admission, the Company is preparing a draft prospectus ("the prospectus"). The decision to shorten the financial year under review, and to change the Company's accounting reference date to 31 December for subsequent periods, was taken in order to align them with the financial year end of ELG AB and its group companies (together, "the ELG Group") and thereby make both the presentation of historical financial information in the Prospectus and the preparation of financial information for the enlarged group for subsequent periods simpler and more readily understandable.

ELG AB is currently the holder of 70% of the issued and to-be-issued share capital of SIA European Lingerie Group ("ELG SIA") a company incorporated in Latvia that is the parent company of a group of companies carrying on the production, wholesaling and (to a limited extent currently) retailing of intimate apparel as well as the production and wholesaling of fabrics used in the production of intimate apparel. The ELG Group produces garments under its own brands of Felina and Conturelle which have a high level of recognition in its main markets in Germany and the Benelux, and Senselle which is sold throughout the CIS region. It also supplies fabrics which are incorporated into the garments made by a number of other leading brands, including Triumph and Wacoal. ELG AB intends to acquire the remaining 30% of ELG SIA on or before the completion of its acquisition by Rockpool. ..."

https://www.lse.co.uk/rns/ROC/final-results-b9z28vqpajswwyy.html

30th Apr 2025 5:37 pm RNS Final Results

"... ROCKPOOL ACQUISITIONS PLC

CHAIRMAN'S STATEMENT

I hereby present the annual report and audited financial statements for the period ended 31 December 2024. Please note that on 28 March 2025 the board decided to shorten the 2025 financial year so that it ended on 31 December 2024 and therefore the period covered by this annual report and audited financial statements is the 9 months from 1 April 2024 to 31 December 2024.

During the shortened financial period, Rockpool Acquisitions PLC ("Rockpool" or "the Company") realised a profit of £239,300 (March 2024 - loss £505,677). The profit resulted from the recovery of costs in relation to the abortive acquisition of Amcomri Group Limited ("Amcomri") (as to which see below). As at 31 December 2024 the Company had £429,294 of cash and cash equivalents.

During the early part of the period under review, on 24 April 2024, the Company announced that the Amcomri shareholder group led by Amcomri Holdings Limited were withdrawing from the proposed acquisition by Rockpool of Amcomri. No written explanation was ever given by them for this decision however conclusions could be drawn from Amcomri's decision to pursue its own independent IPO on AIM, the London Stock Exchange's recently much diminished and shrinking junior market. As a result of that announcement trading in Rockpool's shares recommenced on 30th April 2024.

The withdrawal of Amcomri was, obviously, a great disappointment to our Board, not least because the Company and its advisers had spent a lot of time, effort and money on the proposed transaction and the preparation of a prospectus for re-admission to the Official List. This time and effort could have been better expended identifying and pursuing an alternative transaction with parties that were prepared to stand by their commitments. That initial disappointment was exacerbated by the delay in Amcomri responding to Rockpool's request, pursuant to the heads of terms with Amcomri, for re-imbursement of the costs that it had incurred, and Amcomri's subsequent refusal to re-imburse the full amount that the Board felt the Company was entitled to. Rather than resort to litigation to recover the full amount, with the uncertainty and costs that court action would entail, the Board eventually accepted payment from Amcomri of the sum of £452,500 in full and final settlement of Rockpool's claim for £543,000. ..."

https://www.lse.co.uk/rns/ROC/final-results-b9z28vqpajswwyy.html

30th Apr 2025 5:37 pm RNS Final Results

"Press release 30 April 2025

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 which is part of domestic UK law pursuant to the Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310) ("UK MAR"). 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")

Rockpool Acquisitions Plc (ROC), the Special Purpose Acquisition Company ("SPAC") whose shares are traded on the Main Market of the London Stock Exchange, announces its audited financial statements for the period ended 31 December 2024. On 28 March 2025 the Company changed its year end to 31 December 2024 and therefore the period covered by the audited financial statements is the 9 months from 1 April 2024 to 31 December 2024.

Highlights

· Generated profit before tax of £239,300 for the 9 month period (12 months to 31 March 2024 - loss £505,677), reflecting the recovery of costs in relation to the abortive acquisition of Amcomri Group Limited.

· As at 31 December 2024 the Company had £429,294 of cash and cash equivalents.

· On 18th December the Company announced that it had signed heads of terms for a Reverse Takeover of European Lingerie Group AB ("ELG AB") to be followed by Rockpool's re-admission to the Equity Shares (Commercial Companies) category of the Official List, and the Main Market of the London Stock Exchange.

· The ELG Group is a substantial group of companies with a long trading history. In 2023 the group had a turnover of not less than €54m (circa £44m) and adjusted EBITDA of not less than €2.1m (circa £1.7m) (unaudited).

· As a result of the reverse takeover announcement trading in the Company's ordinary shares was again suspended pending re-admission or termination of the transaction.

· Completion of the transaction and re-admission is targeted for December 2025, but may be subject to further delay.

Richard Beresford, Non-Executive Chairman said:

"We were delighted to announce the proposed transaction with European Lingerie Group in December. We have since then made progress towards the consummation of the transaction and achieving re-admission. We look forward to providing shareholders with further updates."

For further information please contact:

Rockpool Acquisitions Plc

Mike Irvine, Non-Executive Director

Neil Adair, Non-Executive Director

Richard Beresford, Non-Executive Chairman

Tel: +44 (0)28 9044 6733

http://rockpoolacquisitions.plc.uk

Novella Communications

Tim Robertson / Safia Colebrook

Tel: +44 (0)20 3151 7008 ..."

https://www.lse.co.uk/rns/ROC/final-results-b9z28vqpajswwyy.html

Shein's expected London IPO in the coming months should boost the fashion section of the London stock market, and highlight what great growth companies they can be.

Which should help investors to take a 'shein' to ELG ...

"Shein plans London stock market IPO in 2025: report

by Shuang Jing Nov 20, 2024

... Why it matters: The Times reported that the IPO could become one of the largest deals on the London Stock Exchange in the past decade. If Shein does opt for a UK listing, it would provide a much-needed boost to the London market, the media outlet added.

Details: According to the Times, Shein is working with US investment banks Goldman Sachs, JP Morgan, and Morgan Stanley on the potential float.

• Shein's valuation for the IPO is expected to be set at around £50.3 billion. ...

Context: Founded in Nanjing by Chris Xu in 2008, Shein has grown from a low-cost Chinese clothing merchant into a global online fashion giant with sales reaching $50 billion by 2024, while its app generated a total of 199.37 million downloads worldwide in 2024(as of October).

• According to Reuters, Shein is the world’s largest fast fashion retailer with an 18% global market share. ..."

https://technode.com/2024/11/20/shein-plans-london-stock-market-ipo-in-2025-report/

"Shein aims for London IPO by mid-year, sources say

By Helen Reid and Kane Wu

January 9, 202512:26 PM GMT Updated 39 min ago

Summary

• UK officials' visit to China could progress approvals -source

• London IPO could come as early as Easter -source

• Definitive timeline still in flux -source

LONDON/HONG KONG, Jan 9 (Reuters) - Online fast-fashion retailer Shein is aiming to list in London in the first half of the year, according to two sources with direct knowledge of the matter, assuming it gains regulatory approvals for the initial public offering.

The IPO could be completed as early as Easter, which is April 20, one of the people said.

A visit to China by Britain's finance minister Rachel Reeves starting on Saturday, during which she will meet with vice premier He Lifeng to discuss economic and financial cooperation, could help progress the regulatory approvals Shein needs, the source added. ..."

https://www.reuters.com/business/retail-consumer/shein-aims-london-ipo-by-mid-year-sources-say-2025-01-09/

"London stock market shows signs of recovery after challenging 2024

Despite a tough 2024 with limited IPOs, the London Stock Exchange looks set for transformation in 2025 with major listings planned and improved investor confidence.

Written by: Axel Rudolph FSTA | Senior Technical Analyst, London

Signs of market recovery emerge

The London Stock Exchange is showing promising signs of revival after a challenging 2024, with several major listings in preparation. These include Greek firm Metlen, targeting a £5 billion valuation, and Chinese retailer Shein, potentially worth £50 billion.

Trading online data shows only £700 million was raised through eight initial public offerings (IPOs) in 2024, down from £800 million across 11 IPOs in 2023. Moreover, fears about the London market were exacerbated as three times as many firms left the market—via takeovers or relocating to other countries—as arrived. This decline reflects broader market challenges.

The FCA's new listing rules aim to attract more growth-focused businesses. Recent developments include UK equity funds seeing their first net inflows in 42 months.

French media company Vivendi decision to list Canal+ in London signals growing international confidence in the market.

Potential takeover targets emerge

Several UK companies have been identified as potential takeover targets by analysts.

ITV, valued at £2.7 billion, continues to attract takeover speculation, particularly from private equity firms. B&M's upcoming leadership transition makes it another attractive target.

Burberry, now valued at £3.4 billion after leaving the FTSE 100, appears vulnerable to acquisition given its strong brand value.

Larger companies like Diageo (£55 billion) and Whitbread (£5.2 billion) are also being watched for potential corporate activity.

Regulatory reforms support market confidence

Recent FCA reforms have made the market more appealing for trading and investing. These changes aim to attract entrepreneurs and growth companies.

Political stability and improved investor confidence are cited as crucial factors for market recovery. The end of regulatory uncertainty has boosted market sentiment.

Online trading platforms report increased interest in UK equities following these developments.

Market participants are optimistic about London regaining its position as a leading global financial hub. ...

Outlook for 2025

2025 could mark a turning point for the London market, with several significant IPOs planned. Index funds may benefit from this renewed activity.

Improved political stability and regulatory clarity provide a stronger foundation for market growth.

The combination of new listings and reforms could help London reassert its position globally. ..."

https://www.ig.com/uk/trading-strategies/_london-stock-market-shows-signs-of-recovery-after-challenging-2-250102

European Lingerie Group looks like a great Peter Lynch bottom-up pantyhose type of stock:-

"AAII Journal - January 1997

The Peter Lynch Approach to Investing in "Understandable" Stocks

By Maria Crawford Scott

No modern-day investment "sage" is better known than Peter Lynch. Not only has his investment approach successfully passed the real-world performance test, but he strongly believes that individual investors have a distinct advantage over Wall Street and large money managers when using his approach. Individual investors, he feels, have more flexibility in following this basic approach because they are unencumbered by bureaucratic rules and short-term performance concerns.

Mr. Lynch developed his investment philosophy at Fidelity Management and Research, and gained his considerable fame managing Fidelity’s Magellan Fund. The fund was among the highest-ranking stock funds throughout Mr. Lynch’s tenure, which began in 1977 at the fund’s launching, and ended in 1990, when Mr. Lynch retired.

Peter Lynch’s approach is strictly bottom-up, with selection from among companies with which the investor is familiar, and then through fundamental analysis that emphasizes a thorough understanding of the company, its prospects, its competitive environment, and whether the stock can be purchased at a reasonable price. His basic strategy is detailed in his best-selling book "One Up on Wall Street" [Penguin Books paperback, 1989], which provides individual investors with numerous guidelines for adapting and implementing his approach. His most recent book, "Beating the Street" [Fireside/Simon & Schuster paperback, 1994], amplifies the theme of his first book, providing examples of his approach to specific companies and industries in which he has invested. These are the primary sources for this article.

The Philosophy: Invest in What You Know

Lynch is a "story" investor. That is, each stock selection is based on a well-grounded expectation concerning the firm’s growth prospects. The expectations are derived from the company’s "story"--what it is that the company is going to do, or what it is that is going to happen, to bring about the desired results.

The more familiar you are with a company, and the better you understand its business and competitive environment, the better your chances of finding a good "story" that will actually come true. For this reason, Lynch is a strong advocate of investing in companies with which one is familiar, or whose products or services are relatively easy to understand. Thus, Lynch says he would rather invest in "pantyhose rather than communications satellites," and "motel chains rather than fiber optics." ..."

https://home.csulb.edu/~pammerma/fin382/screener/lynch.htm

"ONE-STOP-SHOP FOR LINGERIE

European Lingerie Group (ELG) is a fully vertically integrated intimate apparel and lingerie group headquartered in Sweden. ELG supplies lingerie materials to all major intimate apparel brands and distributes its own ready garment lingerie products through more than 4000 points of sale in over 40 countries worldwide and online."

https://elg-corporate.com/

"About ELG

European Lingerie Group (ELG) is a fully vertically integrated intimate apparel and lingerie group which produces lace and fabrics for largest lingerie brands under Lauma Fabrics brand name, medical textiles under Lauma Medical brand name, as well as designs, manufactures and distributes branded premium lingerie garments under Conturelle, Felina and Senselle brands.

The Group is headquartered in Sweden, European Union. The Group operates its own production facilities in Latvia, Hungary and Germany. It trades in over 40 countries and its markets include Germany, Austria, France, Italy, Spain, Belgium, Netherlands, Finland, Denmark, Switzerland, Sweden, Norway, Slovakia, Slovenia, Portugal, Poland, Czech Republic, Greece, Hungary, UK and Baltic States in Europe and USA, Canada, China, Australia and New Zealand, Georgia, Iceland, Sri Lanka, Morocco and Israel in the rest of the world.

The Group’s consolidated revenue exceeds 60 million euros and the combined workforce is over 1000 people.

ELG has successfully embarked upon a growth strategy involving international M&A and is today a renowned and strong player in the European intimate apparel industry.

To continue organic growth, ELG is looking at further consolidation opportunities of the fragmented lingerie industry in Europe gaining scale, further efficiencies and increasing its market presence.

Value creation through vertical integration

ELG business rationale of full vertical integration is value creation through:

• Deep integration of the supply chain (from fabrics to retail)

• Efficient supply chain management

• Short time to market and secured access to market for all types of products (classic, flash, seasonal)

• Quick reaction to market demands

• State of the art inventory management across the whole supply chain

• High asset/capital turnover"

https://elg-corporate.com/about-elg/

24th Dec 2024 7:19 am RNS Half-year Report to 30th September 2024

"... The intention is for ELG AB to undertake a pre-Reverse Takeover fundraising (the Pre-RTO Fundraising), and subsequently for the Company to raise further funds by way of a placing (the Placing) conditional on re-admission, with the net proceeds of these fundraisings being used to provide additional working capital for the ELG Group and to fund certain new business initiatives and, potentially, an acquisition.

The Board is particularly pleased that they have secured a valuation of 10p per share for the Rockpool shares that are to be issued to the sellers of ELG AB as the consideration for the acquisition, if it is concluded. This compares very favourably with the mid-market price of 2.85p at close on Tuesday 17th December 2024, as well as with the valuation that the Amcomri transaction would have placed on them (7.86p). The actual amount of the consideration for the purchase of ELG AB will be agreed by Rockpool and the sellers in light of the valuation at which the Company's brokers anticipate being able to procure investors to subscribe for new ordinary shares in the Placing as well as the price at which ELG AB raises funds in the Pre-RTO Fundraising.

The costs of the acquisition and re-admission will be met by ELG with Rockpool's cash resources being used initially to meet those, and ELG making payments towards transaction costs from 1st March 2025, or earlier in certain circumstances. ELG has also agreed to indemnify Rockpool in relation to its costs and wasted overhead should the transaction not proceed to completion for certain reasons. Any amount payable pursuant to that indemnity will carry interest from the date that the relevant expense was incurred by Rockpool and will be paid in four equal monthly instalments with the first instalment being due 30 days after Rockpool presents its calculation of the amount due..

The Company and its advisors are now working hard towards the aim of completing the acquisition of European Lingerie Group and readmission as soon as possible within the first half of 2025, and if possible prior to 29th July 2025. If that deadline can be achieved then the Company is hopeful that it will not need to appoint a sponsor for that process, which is expected to result in some cost savings for Rockpool in the readmission process. ..."

https://www.lse.co.uk/rns/ROC/half-year-report-to-30th-september-2024-581g85fngiri9kr.html

24th Dec 2024 7:19 am RNS Half-year Report to 30th September 2024

"... That initial disappointment was exacerbated by the delay in Amcomri responding to Rockpool's request, pursuant to the heads of terms with Amcomri, for re-imbursement of the costs that it had incurred, and Amcomri's subsequent refusal to re-imburse the full amount that the Board felt the Company was entitled to. Rather than resort to litigation to recover the full amount, however, with the uncertainty and costs that court action would entail, the Board eventually accepted an agreement to pay the sum of £452,500 in full and final settlement of Rockpool's claim for £543,000. Payment of that sum has now been made, and the Board are pleased to have put that unhappy and unpleasant episode behind them and move onto more positive matters.

With that in mind, the Board were delighted to announce on 18th December 2024 that it had signed heads of terms for the acquisition of the entire issued share capital of European Lingerie Group, AB a company incorporated in Sweden, and the readmission of Rockpool's ordinary shares to the Equity Shares (Commercial Companies) category of the Official List and the Main Market of the London Stock Exchange. As a result of that announcement trading in the Company's ordinary shares has again been suspended pending readmission or termination of the transaction.

ELG AB is currently the holder of 70% of the issued and to-be-issued share capital of SIA European Lingerie Group (ELG SIA) a company incorporated in Latvia that is the parent company of a group of companies (the ELG Group) carrying on the production, wholesaling and (to a limited extent currently) retailing of intimate apparel as well as fabrics used in the production of intimate apparel. The target produces garments under its own brands of Felina, Senselle and Conturelle which have a high level of recognition in its main markets in Germany and the Benelux. It also supplies fabrics which are incorporated into the garments made by a number of other leading brands, including Triumph and Wacoal. European Lingerie Group has an option to acquire the remaining 30% of ELG SIA which it intends to exercise prior to completion of its acquisition by Rockpool.

The ELG Group is a substantial group of companies with a long trading history. In 2023 The group had a turnover of not less than €53m (circa £44m) and adjusted EBITDA of not less than €2.1m (circa £1.7m) (provisional figures subject to final audit). The group is currently undertaking an asset disposal, debt reduction and debt refinancing programme as well as efficiency improvements and other initiatives which are targeted at improving EBITDA further in 2025. ..."

https://www.lse.co.uk/rns/ROC/half-year-report-to-30th-september-2024-581g85fngiri9kr.html

24th Dec 2024 7:19 am RNS Half-year Report to 30th September 2024

"Interim Report for the period ended 30 September 2024

Rockpool Acquisitions Plc (ROC), the Special Purpose Acquisition Company ("SPAC") whose shares are traded on the Main Market of the London Stock Exchange, announces its unaudited Interim Results for the six months ended 30 September 2024.

Overview

• On 18th December the Company announced that it had signed heads of terms for a Reverse Takeover of European Lingerie Group AB ("ELG AB") to be followed by Rockpool's re-admission to the Equity Shares (Commercial Companies) category of the Official List, and the Main Market of the London Stock Exchange.

• Amcomri Group Limited ("Amcomri") has taken up much time and resources since Rockpool's Announcement of 15th November 2022 of its potential Reverse Takeover of that company, the proposed transaction's subsequent termination, and, on 16th December 2024, the eventual receipt of £452,500 of costs resulting from Amcomri's withdrawal.

• Reported loss of £113,356 (2023: £347,999) for the six-month period, the decrease being mainly attributable to the reduced rate of work on the Amcomri transaction and the resulting reduction in the associated professional costs.

• Cash and cash equivalents as at 30th September 2024 (prior to the post period-end receipt from Amcomri of £452,500) were £94,895 (2023: £240,819).

Chairman's Statement

Full text of the five Regulatory announcements that Rockpool made during the reporting period and referred to below can be found at Rockpool Acquisitions plc

During the early part of the period under review, on 24 April 2024, the company announced that the Amcomri shareholder group led by Amcomri Holdings Limited were withdrawing from the proposed acquisition by Rockpool of Amcomri Group Limited (Amcomri). No written explanation was given by them for this decision although subsequently it has become apparent that Amcomri pursued its own independent IPO on AIM, The London Stock Exchange's junior market. As a result of that announcement trading in Rockpool's shares recommenced on 30th April 2024.

The withdrawal of Amcomri was, obviously, a great disappointment to your Board, not least because the Company and its advisers had spent a lot of time and effort on the proposed transaction and the preparation of a prospectus for readmission to the Official List - time and effort that could have been expended identifying and pursuing an alternative transaction with parties that were prepared to stand by their commitments. ..."

https://www.lse.co.uk/rns/ROC/half-year-report-to-30th-september-2024-581g85fngiri9kr.html

18th Dec 2024 9:26 am RNS Potential reverse takeover European Lingerie Group

"... Mike Irvine, co-founder and Non-Executive Director of Rockpool, said: "I am delighted that we are able to announce the potential acquisition of European Lingerie Group that is intended to see Rockpool transform from a SPAC into a profitable trading enterprise. European Lingerie Group's long track record and growth plans make the Acquisition a transaction that should create value for its shareholders as well as those of Rockpool. It is particularly pleasing that the Group already has a connection with Northern Ireland through its relationship with Lycra."

Indrek Rahumaa, the CEO of European Lingerie Group AB, commented: "After thorough analysis and a review of several capital markets and a significant number of shells, European Lingerie Group is delighted to have entered into heads of terms with Rockpool. ELG AB is committed to the transaction and the associated capital raises for a number of reasons, including that a listing by way of a reverse into Rockpool should enable ELG AB to use its shares as an acquisition currency and there are currently several attractive opportunities being considered."

"Also, being able to make partial payment in Rockpool shares will enable an alignment of the interests of the selling shareholders and founders of these targets with our own. The pre-RTO Fundraising and the Placing are aimed at bringing the capital for ELG to execute planned celebrity brand launches as well as improve its existing distribution model. ELG has tremendous expertise in creating and selling world class lingerie. Those management capabilities when combined with new capital, will enable us to execute a highly competitive strategy."

Alistair Williamson, Vice President, EMEA & South Asia at The LYCRA Company said, "European Lingerie Group is a valued long-term customer of The LYCRA Company and our Maydown manufacturing site located in Londonderry, Northern Ireland. We are excited about the opportunity to build an even closer relationship as European Lingerie Group joins forces with Rockpool."

- Ends -

Notes to Editors - Photography.

High or Low resolution model / product photographs are available on the attached JPG or from Abchurch. These come in the form of thumbnails with OneDrive links through which to download at high-resolution.

http://www.rns-pdf.londonstockexchange.com/rns/5759Q_1-2024-12-18.pdf

For further information please contact:

Rockpool Acquisitions Plc mike@cordovancapital.com

Mike Irvine, Non-Executive Director www.rockpoolacquisitions.plc.uk

Abchurch: Financial PR and Investor Relations Tel: +44 (0)20 4594 4070 +44 (0) 7771 663 886

Julian Bosdet julian.bosdet@abchurch-group.com

www.abchurch-group.com

European Lingerie Group, AB indrek@lauma.com

Indrek Rahumaa, CEO www.elg-corporate.com "

https://www.lse.co.uk/rns/ROC/potential-reverse-takeover-european-lingerie-group-88xjr1b0ibjd2jn.html

18th Dec 2024 9:26 am RNS Potential reverse takeover European Lingerie Group

"... 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, there being no adverse change or deterioration in the business, assets, financial or trading position or prospects of European Lingerie Group or its subsidiaries between the date of the Heads and completion which is in the reasonable opinion of the Rockpool Board material. Rockpool will be required to give certain warranties in the SPA relating to, amongst other things, its assets and liabilities and its shareholdings.

The costs of the Acquisition and Readmission will be met by ELG with Rockpool's cash being used initially to meet those, and ELG making payments towards those costs as follows:

(a) a contribution of £20,000 per calendar month from 1st March 2025 onwards; and

(b) if it is successful in its planned Pre-RTO Fundraising or in the disposal of assets as part of the programme outlined above, a contribution of at least 2.5% of the amounts raised (in the case of the assets disposals, net of associated debt repayment) in additional monthly instalments.

ELG has also agreed to indemnify Rockpool in relation to its costs and wasted overhead should the transaction not proceed to completion for certain reasons. Any amount payable pursuant to that indemnity will carry interest from the date that the relevant expense was incurred by Rockpool and will be paid in four equal monthly instalments with the first instalment being due 30 days after Rockpool presents its calculation of the amount due.

The Heads contain an exclusivity obligation on the part of the parties thereto other than Rockpool for a period ("the Exclusivity Period") ending on 30 June 2025 or, if later, such date as either (i) Rockpool or (ii) the target or the sellers communicate to the other their decision not to pursue the Acquisition and Readmission.

Rockpool has undertaken that during the Exclusivity Period neither Rockpool nor its Directors will carry out a restricted action within the meaning of Rule 21.1 of the UK's Takeover Code without the prior written consent of the Target (other than any action that is contemplated by the Heads) and such consent may not to be unreasonably withheld or delayed. Rockpool may terminate negotiations in relation to the Proposed Transactions at any time if the parties other than Rockpool are in breach of the Heads or Rockpool has received any alternative offer to conduct an initial transaction without incurring any liability to the Sellers or the Target in relation to such termination. ..."

https://www.lse.co.uk/rns/ROC/potential-reverse-takeover-european-lingerie-group-88xjr1b0ibjd2jn.html

18th Dec 2024 9:26 am RNS Potential reverse takeover European Lingerie Group

"... SIA European Lingerie Group (a company incorporated in Latvia) is the parent company of the Group's operating companies. ELG AB is currently the holder of 70% of the issued and to-be-issued share capital of SIA European Lingerie Group, but has an option to acquire the remaining 30% that it intends to exercise prior to completion of its acquisition by Rockpool.

In 2023 European Lingerie Group AB had a turnover of not less than €53m (circa £44m) and adjusted EBITDA of not less than €2.1m (circa £1.7m) (provisional figures subject to final audit). The Group is currently undertaking a programme of asset disposals, sale and lease back transactions, debt reduction and debt refinancing at the same time as pursuing efficiency improvements and other initiatives which are targeted at improving EBITDA further in 2025 and beyond.

The intention is for the Company and European Lingerie Group AB to raise funds in a combination of a pre-initial transaction fundraising (the "Pre-RTO Fundraising") by the Target and a placing of new ordinary Rockpool at Readmission ("the Placing"), with the net proceeds being used to provide additional working capital for the Group and to fund certain new business initiatives and, potentially, an acquisition.

The Heads provide that completion of the Acquisition will be subject to a number of matters, including the negotiation of a formal sale and purchase agreement ("the SPA"), the satisfactory conclusion of due diligence, and Readmission.

The consideration for the Acquisition, if it is concluded, ("the Price") will be settled by the issue of new ordinary shares of Rockpool, valuing each ordinary share at 10p per share (compared with a mid-market price of 2.85p at close on Tuesday 17th December 2024). The Price will be agreed by Rockpool and the sellers in light of the valuation at which the Company's brokers anticipate being able to procure investors to subscribe for new ordinary shares in the Placing as well as the price at which the Target raises funds in the Pre-RTO Fundraising.

In lieu of the five-year options to acquire 10% of the post-readmission fully diluted Ordinary Share capital of Rockpool that were proposed in Rockpool's original prospectus, the parties to the Heads have agreed that Rockpool's founders ("the Founders") will receive between them four-year options over, in aggregate, 4% of the fully diluted share capital of Rockpool as it is immediately following Readmission. The exercise price will be 11p per share. Each of the Founders will also receive a cash bonus of £35,000 on Readmission. The Heads provide that one of the Founders may remain on the Board for up to 18 months, should they wish to do so. ..."

https://www.lse.co.uk/rns/ROC/potential-reverse-takeover-european-lingerie-group-88xjr1b0ibjd2jn.html

18th Dec 2024 9:26 am RNS Potential reverse takeover European Lingerie Group

"Heads of Agreement signed with European Lingerie Group, AB ("ELG AB" or "the Target")

Potential Reverse Takeover and Temporary Suspension of Listing

Rockpool Acquisitions Plc, the Special Purpose Acquisition Company ("SPAC") whose shares are listed in the Equity Shares (Shell Companies) category of the Official List and traded on the Main Market of the London Stock Exchange, is pleased to announce that it 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 European Lingerie Group AB, a Swedish company that is the holding company of a long-established vertically-integrated intimate apparel group ("the Group"). The intention is to seek readmission to the Main Market and admission to the Equity Shares (Commercial Companies) category of the UK's Official List (together, "Readmission") on completion of the Acquisition.

The Acquisition, if completed, will constitute a "initial transaction" under Section 13.4 of the UK Listing Rules. Therefore, in accordance with UKLR 21.1.4 and 21.3, the Company has requested a suspension of its listing pending either the issue of an announcement giving further details of the initial transaction, the publication of a prospectus, or an announcement that the Acquisition is no longer in contemplation. The suspension will take effect immediately. Rockpool and the other parties to the Heads intend to proceed as quickly as possible and have agreed that they will work together in good faith with a view to signing and effecting the Acquisition and Readmission in the first half of 2025.

ELG AB can trace its origins back to 1885 and carries on the production, wholesaling and (to a limited extent currently) retailing of intimate apparel, as well as the production of fabrics used in the making of intimate apparel. The Group, which is headquartered in Germany, where it also has design and production facilities, additionally has factories in Hungary and Latvia. It also undertakes a limited amount of outsourcing to producers in other countries. ELG manufactures garments under its own brands of Felina, Senselle and Conturelle and these have a high level of recognition in its main markets in Germany and the Benelux but are also sold in a wide range of other markets from Australia to the United States. The Group, through its Lauma fabrics division, also manufactures and supplies fabrics which are incorporated into garments made by over 100 other lingerie producers, including a number of other leading brands, such as Triumph and Wacoal. The LYCRA Company's factory at Maydown, Co. Derry, N. Ireland, is a major supplier of yarn to the Group and works increasingly closely with it. ..."

https://www.lse.co.uk/rns/ROC/potential-reverse-takeover-european-lingerie-group-88xjr1b0ibjd2jn.html