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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/

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"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

Only showing the five most recent posts. Click here to view the whole thread.

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/

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

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

28th Jun 2024 1:00 pm RNS Annual Financial Report to 31st March 2024

"... Assuming that these costs are recovered the Company will be left with cash resources in excess of £660,000 with which to cover its overhead and pursue alternative transactions. The Board is now actively looking for suitable targets in any industry sector or geographical location. Preference will be given to businesses that are profitable at least at the EBITDA level. Please note, that, as announced on 1 December 2023, the Company can no longer benefit from the transitional provisions in the revised Listing Rules which meant that it could have returned to the market with an expected market capitalisation of £700,000. Any readmission to the Official List going forward will require an expected market capitalisation of £30 million or more. Furthermore, a major overhaul of the Listing Rules is due to come into effect in July 2024, which will also mean that the Company will almost certainly require a Sponsor to return to the market following a successful reverse takeover. That requirement is likely to add more cost to that process, but it is not yet clear exactly how much such additional cost will be.

I would like to thank all those who have assisted the Company during the past number of years including advisers and creditors for whose support we remain grateful. I would also like to thank the shareholders for their patience during the very long periods in which trading in the Company's shares have been suspended. The Board is working diligently to identify a suitable target as soon as possible so that patience can be amply rewarded in the not-too-distant future.

I look forward to a positive year ahead.

R A D Beresford

Non-Executive Chairman

27 June 2024 ...

ROCKPOOL ACQUISITIONS PLC

STRATEGIC REPORT

... On 15th November 2022, the Board announced that it had entered into heads of terms (the "Amcomri HOT") relating to the proposed acquisition of the share capital of Amcomri Group Limited, a group involved in providing specialist engineering and equipment services in the UK and Ireland. On 24 April 2024, the sellers of Amcomri have informed the Company that they have decided not to proceed with the proposed transaction with Rockpool and wished to withdraw. No written explanation was given by them for this decision. ..."

https://www.lse.co.uk/rns/ROC/annual-financial-report-to-31st-march-2024-147qtifgg0c7ajs.html

28th Jun 2024 1:00 pm RNS Annual Financial Report to 31st March 2024

" ... ROCKPOOL ACQUISITIONS PLC

CHAIRMAN'S STATEMENT

I hereby present the annual report and audited financial statements for the year ended 31 March 2024. During the year Rockpool Acquisitions PLC ("Rockpool" or "the Company") reported a loss of £505,677 (2023 - loss £297,089). The bulk of these losses relate to professional costs expended in relation to the proposed reverse takeover of Amcomri Group Ltd ("the Amcomri Group" or "Amcomri"). As at 31 March 2024 the Company had £240,819 of cash and cash equivalents.

During the year under review, the Rockpool team and their advisers continued to work diligently towards completing the proposed reverse takeover of the Amcomri Group that had been announced on 15th November 2022. As I reported in my letter accompanying the Company's interim results to 30 September 2023, the Board had earlier been hopeful that the Amcomri Group acquisition and the resulting readmission to the market would take place during the first half of the 2024 financial year, but the target group had made a number of acquisitions and they, combined with the time taken to undertake audits of the target group, had caused delays to the production of the readmission prospectus and made that target unattainable. At the time of that letter, readmission was thought to likely to take place in the second half of the 2024 calendar year. Despite our best efforts, however, that will not now be the case, since, as announced following the end of the financial year, on 24 April 2024, the vendors of the Amcomri Group have informed the Company that they have decided not to proceed with the proposed transaction with Rockpool and wished to withdraw. No written explanation was given by them for this decision.

The Company has now written to the Amcomri Group to seek recovery from them in accordance with the Letter of Intent ("LOI") of 15th November 2022 of the costs Rockpool that has incurred in connection with the proposed transaction and re-admission. Those costs amount to approximately £543,000. No response to that request has been received to date. The Company will keep the market and shareholders informed of progress in recovering this material debt. ..."

https://www.lse.co.uk/rns/ROC/annual-financial-report-to-31st-march-2024-147qtifgg0c7ajs.html

28th Jun 2024 1:00 pm RNS Annual Financial Report to 31st March 2024

"Press release 28 June 2024

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")

Please find below on pages 1 - 38 the Company's Annual Report and Financial Statements for the year ended 31st March 2024.

Key Points

Reverse Takeover Opportunity

• Rockpool, a Special Purpose Acquisition Company ("SPAC") Listed on the Standard segment of the Official List, is in a prime position to offer a suitable business with an anticipated market capitalisation in excess of £30 million a pre-packed Main Market Listing on the London Stock Exchange through a Reverse Takeover by Rockpool.

• Suitable Reverse opportunities are sought from any industry, geographic location or domicile.

• The anticipated July 2024 announcement of major Listing Rule changes is likely to lead to an even more enhanced cachet for Rockpool if as anticipated the Standard segment of the London Stock Exchange is merged with the Premium listing segment.

• Rockpool's three Directors are all highly skilled professionals and a Reverse could be completed expeditiously.

Financial Year to 31st March 2024

• Proposed Reversal into Amcomri Group Ltd ("Amcomri") terminated in April 2024 after Amcomri withdrew.

• Loss for year £505,677 (2023: 297,089) attributable mainly to professional costs (£543,000) in relation to the proposed Amcomri Reversal.

• Cash and Cash Equivalents as at 31st March of ££240,819 (2023: £672,558).

• With the expected recouping of expenses from Amcomri, the Company is anticipated to have a cash balance in excess of £600,000 sufficient to cover the Company's professional expenses in executing a Reverse Takeover.

Richard Beresford, non-Executive Chairman said:

"Rockpool presents an excellent opportunity for a business to achieve quickly a Listing on the London Stock Exchange's Main Market and the Board will consider suitable approaches regardless of sector, geographic location or domicile.

"The anticipated outcome of the overhaul of Listing Rules in July 2024 is that the Standard and Premium segments will be merged and that will give Rockpool even greater cachet, which will more than outweigh the additional costs including requiring a sponsor to effect the readmission to the Official List.

"The Company maintains a very low overhead base and the Directors are confident that a suitable Reverse opportunity will present itself and are actively seeking one." ..."

https://www.lse.co.uk/rns/ROC/annual-financial-report-to-31st-march-2024-147qtifgg0c7ajs.html

29th Apr 2024 3:43 pm RNS Restoration of Listing & Trading

"Press Release 30 April 2024

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU 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, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Rockpool Acquisitions Plc

("Rockpool" or "the Company")

Restoration of Listing & Trading

Further to the announcement dated 24 April 2024 of the Board's intention to apply to the FCA for the suspension of the Company's shares to be lifted as soon as possible, application has been made and the FCA has issued a Dealing Notice confirming the restoration of the listing and trading from 7.30am this morning.

Trading in the ordinary shares has now recommenced and will continue until the Company announces that it is pursuing a particular alternative reverse takeover transaction.

The Board will now consider alternative transactions with suitable targets active in any sector of the economy and in any geographical location. The Board would therefore welcome approaches from target companies that meet the criteria outlined in the 24 April announcement and which will have a minimum £30 million market capitalisation on readmission following a reverse takeover.

For further information please contact:

Rockpool Acquisitions Plc

Mike Irvine, Non-Executive Director mike@cordovancapital.com

www.rockpoolacquisitions.plc.uk

Abchurch (Financial PR)

Julian Bosdet Tel: +44 (0)20 4594 4070

julian.bosdet@abchurch-group.com

- Ends -"

https://www.lse.co.uk/rns/ROC/restoration-of-listing-trading-35qxzpn1d4df7i9.html

ROC resumed trading today, Tuesday 30th. April 2024, and has fallen heavily, closing at just 2.75p (2.5p - 3p), market cap. £350K.

After the aborted RTO costs reimbursement, ROC's cash could be about double that, and with a main market listing, plus near team RTO deal prospects.

So this tiny micro market cap. looks far too low, and I would expect a big rebound from this price, as in ROC's last return from suspension in 2022.

Recent Share Trades for Rockpool Acqui (ROC)

Date Time Trade Prc Volume Buy/Sell Bid Ask Value

30-Apr-24 10:38:11 2.50 46,066 Sell* 2.50 3.00 1,152 O

30-Apr-24 10:37:51 3.00 66,066 Buy* 2.50 3.00 1,982 O

30-Apr-24 10:22:53 3.00 20,000 Sell* 3.00 3.50 600.00 O

30-Apr-24 09:55:55 3.00 20,000 Sell* 3.00 3.50 600.00 O

30-Apr-24 09:14:42 3.00 132,472 Sell* 4.00 5.00 3,974 O

30-Apr-24 08:29:23 4.00 30,000 Sell* 4.50 5.00 1,200 O

24th Apr 2024 12:56 pm RNS Termination of Reverse Takeover of Amcomri Group

"Termination of Proposed Reverse Takeover of Amcomri Group Limited

Further to the announcement dated 15 November 2022, in which the Company announced that it had entered into heads of terms (the "Heads") in respect of a proposed reverse takeover transaction ("Proposed Transaction") relating to the acquisition (the "Acquisition") of the entire issued and to be issued share capital of Amcomri Group Limited ("Amcomri"), Rockpool Acquisitions Plc, the Special Purpose Acquisition Company ("SPAC") announces that it has received notice from the Amcomri shareholder group led by Amcomri Holdings Limited (the "Amcomri Shareholders"), that they are withdrawing from the Proposed Transaction and therefore the Acquisition will not now proceed.

Under the terms of the Heads, if any of the Amcomri Shareholders withdraw from the Proposed Transaction, except in certain circumstance which do not apply in this case, Amcomri will reimburse the Company for all reasonable costs, fees, disbursements and expenses which have been incurred by Rockpool in connection with its investigation, evaluation, pursuit and negotiation of the Proposed Transaction.

Following receipt of the costs reimbursement, the Company will have cash resources which it anticipates will be sufficient to cover the transaction costs of making an alternative acquisition (on the assumption that the consideration for such an alternative acquisition would consist wholly of new shares in the Company) and of the Company's subsequent readmission to the market.

As the proposed reverse takeover of Amcomri by the Company will no longer proceed, it is the Board's intention to apply to the FCA for the current suspension of the Company's shares to be lifted as soon as possible. If that application is successful, trading in the ordinary shares would recommence and continue until the Company announces that it is pursuing a particular alternative reverse takeover transaction.

The Board will now consider alternative transactions with suitable targets. Targets would be considered that are active in any sector of the economy and in any geographical location and, whilst the Board would ideally like to acquire a business that is already profitable at an EBITDA level, it is willing to look at companies that are on the cusp of reaching profitability, have the potential for rapid growth, and could benefit from the access to capital markets that a transaction with Rockpool would afford them. The Board would therefore welcome approaches from target companies that meet these criteria. ..."

https://www.lse.co.uk/rns/ROC/termination-of-reverse-takeover-of-amcomri-group-1sjb0iomq116lxd.html

29th Dec 2023 9:00 am RNS Interim Report for period to 30th September 2023

" ... The delays and the requested timetable extension mean that, without raising additional capital or receiving some form of support from the target company or its sellers, the Company is now likely to have difficulty in meeting the remaining costs anticipated to be incurred by it in relation to the acquisition of the target and readmission. Discussions are now under way about such support as well as revised terms for the acquisition. Those discussions also encompass the revised timetable, but it is unlikely that the acquisition will occur before the second half of 2024. Any such delay will, no doubt, be a source of frustration for some of our shareholders, as the Company's shares will remain suspended until that time, but the Board believes that the size and profitability of the target group will mean that the outcome for investors will be a positive one if the transaction can be completed.

In the half year to 30 September 2023 the Company made a loss of £347,999 (loss in the six months ended 30 September 2022: £77,746). The increase in the loss is mainly attributable to the professional costs of undertaking financial and legal due diligence on the target group, preparing and negotiating agreements for the Amcomri acquisition, and preparing a prospectus and other documentation for the resulting readmission. The remainder of the losses are a result of maintaining the company's listing on the Main Market of the London Stock Exchange, audit and legal expenses not related to the Amcomri acquisition, administrative expenses and loan interest payable.

Outlook

As noted above, progress towards completing the acquisition of the Amcomri group and readmission has been slower than had been anticipated and this has resulted in a greater than expected drain on the Company's cash reserves. As noted above, it is unlikely that the Company will be able to complete these goals without either raising additional funds or receiving financial support from the sellers of the Amcomri Group. Alternatively, or additionally, the negotiation of new terms with some or all of the Company's professional advisers may be required, which may involve them postponing payment of fees and/or taking shares in the Company in lieu of cash payments for fees in the event that the transactions did not complete in certain circumstances.

The Board would like to thank shareholders, advisers and others for their continued support and patience during the period under review.

Richard Beresford

Non-executive Chairman, 28 December 2023 ..."

https://www.lse.co.uk/rns/ROC/interim-report-for-period-to-30th-september-2023-yknw4399wpk9l5j.html

29th Dec 2023 9:00 am RNS Interim Report for period to 30th September 2023

"Interim Report for the period ended 30 September 2023

Rockpool Acquisitions Plc (AIM: ROC), the Special Purpose Acquisition Company ("SPAC") formed to undertake the acquisition of a company or business headquartered or materially based in Northern Ireland, announces its unaudited Interim Results for the six months ended 30 September 2023.

Overview

• The Company's shares remained suspended following the announcement on 15 November 2022 of the signing by the Company of heads of terms to acquire the Amcomri Group Limited ("the Amcomri Group" or "Amcomri"), which is the holding company of a fast-growing, acquisitive group of companies in the engineering and manufacturing sectors.

• The Board had been hopeful that readmission would take place during the period under review, but the target group has made a number of acquisitions and they, combined with the time taken to undertake audits of the target group, caused delays to the production of the readmission prospectus and made that target unattainable. Readmission is now likely to be in the second half of 2024, but that is subject to reaching agreement on revised terms with the sellers of the Amcomri Group Limited.

• Reported loss of £(347,999) for the six-month period arising from the costs of the Amcomri acquisition and preparing for the resulting readmission, and from administrative expenses and loan interest payable.

Chairman's Statement

Throughout the period under review, the Company's shares remained suspended following the announcement on 15 November 2022 of the signing by the Company of heads of terms to acquire the Amcomri Group Limited, which is the holding company of a fast-growing, acquisitive group of companies in the engineering and manufacturing sectors. The board had been initially hopefully that the acquisition and the readmission of the Company's shares would be achievable during the period under review, if not by the end of March 2023. Unfortunately, more time than anticipated was taken to undertake audits of the historical financial information of the target group and further additions to that group meant that the timetable was unattainable. After the end of the period under review Amcomri requested that the timetable be extended to the second half of 2024. ..."

https://www.lse.co.uk/rns/ROC/interim-report-for-period-to-30th-september-2023-yknw4399wpk9l5j.html

1st Dec 2023 3:17 pm RNS Expiry of Listing Rules Transitional Arrangements

"The minimum market capitalisation of a company seeking admission to the Official List pursuant to Listing Rule 2.2.7R was increased from £700,000 to £30 million with effect from 2 December 2021, subject to certain transitional provisions that disapplied that increase to certain companies in certain circumstances. Those companies include shell companies that had a listing immediately before 3 December 2021 and that make a complete submission for eligibility review for listing and a prospectus review by 4pm on 1 December 2023 (the "SPAC Provisions"). The Company would meet the criteria for the application of the SPAC Provisions and so could be admitted to listing with a market capitalisation of £700,000 or more following a Reverse Take Over ("RTO") if it made the appropriate submissions to the FCA by 4pm today in respect of that particular RTO.

As announced on 15 November 2022, the Company is proposing to acquire the entire issued share capital of Amcomri Group Limited ("Amcomri") (the "Acquisition"). The Acquisition, if completed, will constitute an RTO under the Listing Rules. Therefore, at the Company's request 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 was granted on 15 November 2022.

Since that time, the Company and Amcomri have been working together to prepare a prospectus, but it does not yet meet the "substantially complete" requirement for making the first submission to the FCA. As the Company will therefore not be making an application for prospectus review and eligibility review before the expiry of the SPAC Provisions, the minimum £30 million market capitalisation requirement will apply to any application for readmission whether following the Acquisition or any other RTO.

Amcomri has made a number of further acquisitions since 15 November 2022 and the Board now expects that the market capitalisation of the Company on readmission following a successful completion of the Acquisition will exceed the minimum requirement of £30 million. The Company now expects the Acquisition to complete and an application for readmission to be made in the second half of 2024.

The Company will make further announcements concerning the Acquisition and preparation of the prospectus at the appropriate time.

For further information please contact:

Rockpool Acquisitions Plc

Mike Irvine, Non-Executive Director

mike@cordovancapital.com

www.rockpoolacquisitions.plc.uk

Abchurch (Financial PR)

Julian Bosdet

Tel: +44 (0)20 4594 4070

julian.bosdet@abchurch-group.com

- Ends - ..."

https://www.lse.co.uk/rns/ROC/expiry-of-listing-rules-transitional-arrangements-wq66ig4uuejqqxz.html

"ROCKPOOL ACQUISITIONS PLC CHAIRMAN’S STATEMENT

... As is usual in the circumstances where a special purpose acquisition company such as Rockpool announces a prospective reverse takeover (“RTO”), the Company’s shares were suspended from the Official List and from trading on the Main Market of the London Stock Exchange on the making of the November 15th announcement. Following the announcement and suspension, work commenced with a view to closing the Amcomri acquisition and preparing a prospectus for the readmission of the Company’s shares to the Official List and to the Main Market which would be required following completion of the acquisition (completion of an RTO automatically leads to de listing). The initial work has included the extensive task of performing audits of the target group’s financial information and making that financial information compliant with UK-adopted IAS for the purposes of inclusion in the prospectus. Work continues in earnest and it is hoped to be able to publish the prospectus and complete the acquisition in the fourth quarter of the year, if not before.

I would like to thank all those who have assisted the Company during the past number of years including advisers and creditors for whose support we remain grateful. I would also like to thank the shareholders for their patience during the very long period in which trading in the Company’s shares was initially suspended and ask for their continued patience during this latest period of suspension. The board believe that that patience will be amply rewarded in the not-too-distant future.

I look forward to a positive year ahead which will hopefully see the completion of the Amcomri acquisition, a return to trading of the Company’s shares and, with that, the completion of the first key period of the Company’s existence.

R A D Beresford

Non-Executive Chairman

31 July 2023"

https://www.rns-pdf.londonstockexchange.com/rns/8049H_1-2023-7-31.pdf

https://www.londonstockexchange.com/stock/ROC/rockpool-acquisitions-plc/company-page

31st Jul 2023 5:51 pm RNS Final Results to 31 March 2023

"Report and Financial Statements for the year ended 31 March 2023

Rockpool Acquisitions Plc announces its Report and Financial Statements for the year ended 31st March 2023.

The Chairman's Statement and full Report and Financial Statements are attached.

http://www.rns-pdf.londonstockexchange.com/rns/8049H_1-2023-7-31.pdf "

https://www.lse.co.uk/rns/ROC/final-results-to-31-march-2023-08h5iyohln7jmi2.html

"ROCKPOOL ACQUISITIONS PLC CHAIRMAN’S STATEMENT

I hereby present the annual report and audited financial statements for the year ended 31 March 2023. During the year the Company reported a loss of £297,089 (2022 – profit £34,215). As 31 March 2023 the Company had £672,558 of cash and cash equivalents.

The most significant developments during the year were the announcement on 1st April 2022 of the termination of the option agreement to acquire Greenview Gas Limited and the subsequent identification by the board of alternative potential takeover targets followed by the eventual signing of a heads of terms on 15th November 2022 for the acquisition of the Amcomri Group Limited. The Amcomri group consists of a number of profitable companies involved in providing specialist engineering, equipment and printing and packaging services in the UK and Ireland and has been assembled under the aegis of and partly with funding from, Paul McGowan. Paul is perhaps best known for his role as the Chief Executive and then Executive Chairman of Hilco Capital Limited, a retail restructuring business which he established in May 2000 as a UK-based joint venture with Hilco Trading Inc, a Chicago-based investment business.

Whilst at Hilco, Paul has been involved in the purchase and restructuring of troubled businesses in the UK, Europe, Canada and Australia including some high-profile ones such as Homebase, the DIY and home retailer, Habitat, the furniture retailer, and HMV, the music and movie retailer. More recently, Hilco has been providing working capital facilities and other forms of finance to a number of businesses in the UK, Europe and Australia. ..."

https://www.rns-pdf.londonstockexchange.com/rns/8049H_1-2023-7-31.pdf

https://www.londonstockexchange.com/stock/ROC/rockpool-acquisitions-plc/company-page

"LATEST NEWS"

"15th November, 2022

Amcomri Group has confirmed its intention to seek a public listing of its key specialist engineering and print services companies through a Reverse TakeOver (“RTO”) of Rockpool Acquisitions plc, a company listed on the London Stock Exchange.

The RTO is expected to initially value Amcomri at around £22m subject to the addition of a number of new acquisitions which are currently being worked on by the Group.

The acquisition of SpiralWeld Limited, a company providing specialist services to the marine, power and nuclear sectors was completed during April 2023 and two more transactions are expected to complete before the planned completion of the RTO in July 2023."

http://amcomrigroup.com/amcomri-to-list-on-london-stock-exchange-via-reverse-takeover-of-rockpool-acquisitions-plc/

https://amcomrigroup.com/

The above article, dated 15.11.22, appears to have been updated since then with some positive news re the RTO into ROC.

And with apparently over a thousand employees, Amcomri looks to be quite a sizeable group, and with an attractive business model:-

"BUSINESS PROCESS IMPROVEMENT

Through the application of our manufacturing and engineering knowledge, commercial expertise and investment capital, we aim to progressively develop the performance of each of our businesses.

Building profitability through process optimisation and investment.

Amcomri Group has grown through acquiring or investing in businesses in the specialist engineering services and classic automotive sectors and also in the consumer manufacturing area. The focus of the engineering division is in providing key specialist services into the infrastructure sectors which struggle to acquire the massive investment capital needed to replace operating assets. The repair and re-certification of those key assets is becoming more and more important as capital becomes less available and infrastructure companies seek to extend the useful life of their assets beyond original design periods.

A core feature of our approach post-acquisition is helping our businesses further improve their profitability and performance using systematic business process improvement techniques whilst encouraging our team leaders to interact with each other to create mutually profitable opportunities.

We have acquired or invested in businesses in financial distress as a result of difficult trading circumstances, or alternatively, ‘good businesses’ where a retirement objective exists but with some management transition risk. The Amcomri team brings extensive financial management, process optimisation and ‘common sense’ commercial skills to these situations, helping to provide a smooth and low risk transition to new ownership. Our team then work closely with the business to help further optimise performance and improve operating processes going forward."

https://amcomrigroup.com/what-we-do/

22nd Dec 2022 5:08 pm RNS Interim Results to 30th September 2022

" ... 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 will be £22,340,625 (based on the forecast pro-forma aggregate EBITDA for FY2022 of £5.401m, an agreed EV to EBITDA multiple of 6.84 and net debt of £14.6m) 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.

As a result of the announcement, and as required by the Listing Rules, trading of the Company's shares was suspended pending completion of the acquisition and readmission of the shares to the Official List and the market. The Board is mindful that the Company's shareholders have already endured an exceptionally long period during which trading in their shares was suspended (in relation to the potential Greenview Gas acquisition) and is seeking to minimise the period of suspension this time around. Unfortunately that will be partly dependent on matters outside its control, such as the time taken to complete audits of the target companies' accounts and the number of iterations that the prospectus (required for readmission to the market) undergoes with the FCA. Nevertheless, the Board is hopeful that readmission can be achieved by no later than 30 June 2023.

In the half year to 30 September 2022 the Company made a loss of £77,746 (loss in the six months ended 30 September 2021: £13,004). The loss is attributable to the administrative and professional expenses of the Company, together with the costs associated with maintaining its Standard Listing on the London Stock Exchange. ..."

https://www.lse.co.uk/rns/ROC/interim-results-to-30th-september-2022-10n2q4tt5b3fx5w.html

22nd Dec 2022 5:08 pm RNS Interim Results to 30th September 2022

"Interim Report for the period ended 30 September 2022

Rockpool Acquisitions Plc (AIM: ROC), the Special Purpose Acquisition Company ("SPAC") formed to undertake the acquisition of a company or business headquartered or materially based in Northern Ireland, announces its unaudited Interim Results for the six months ended 30 September 2022.

Overview

· The Board has recently announced the signing of a heads of terms to acquire the Amcomri Group Limited, which is the holding company of a fast-growing, acquisitive group of companies in the engineering and manufacturing sectors.

· As a result of the announcement and as required by the Listing Rules, trading of the Company's shares was suspended pending completion of the acquisition and readmission of the shares to the Official List and the market.

· The Board is hopeful that readmission will take place in the second quarter of 2023.

· Reported loss of £(77,746) for the six-month period arising from accrued loan interest income, administrative expenses and accrued loan interest payable.

Chairman's Statement

Following termination of the of the proposed transaction with Greenview Gas, the Board, as announced on 21 January 2022, decided to broaden the type of acquisition it will consider, to include businesses without any direct connection with Northern Ireland.

The Board considered a small number of acquisition candidates, before eventually entering into Heads of Terms with the owners of the Amcomri Group Limited, the holding company of a fast-growing, acquisitive group of quality UK Engineering and Manufacturing businesses. The Amcomri 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 Amcomri 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. ..."

https://www.lse.co.uk/rns/ROC/interim-results-to-30th-september-2022-10n2q4tt5b3fx5w.html

15th Nov 2022 3:56 pm RNS Potential Reverse Takeover & Suspension of Listing

" ... The terms of the Acquisition value the existing issued share capital of Rockpool at £1m, or approximately £0.0786 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 £0.15 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, there 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 £50,000 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."

https://www.lse.co.uk/rns/ROC/potential-reverse-takeover-suspension-of-listing-ryf9u6tg0kix1sg.html

15th Nov 2022 3:56 pm RNS Potential Reverse Takeover & 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 £22,340,625 (based on the forecast pro-forma aggregate EBITDA for FY2022 of £5.401m, an agreed EV to EBITDA multiple of 6.84 and net debt of £14.6m) 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% ..."

https://www.lse.co.uk/rns/ROC/potential-reverse-takeover-suspension-of-listing-ryf9u6tg0kix1sg.html

The cash shell TMOR (a similar shell to ROC) announced great RTO news on Friday, and if it hadn't been suspended pre-opening, it would probably be top riser for the weekend: a proposed RTO at a s.p. of 2.25p, well over double the current s.p. of 0.95p:-

23rd Sep 2022 7:45 am RNS Acquisition - Megasteel and Suspension of Trading

"Proposed Acquisition of Megasteel Limited and Suspension of Trading ...

-- Proposed Acquisition values the current issued share capital of More at GBP2.81 million (vs GBP1.19 million at closing on 22 September 2022) or over 2.3 times the Company's current net cash

Background

Megasteel (www.megasteel.co.uk ), has traded for more than 30 years in the United Kingdom, and is one of the largest stockholders and distributors of high-quality steel for the prestressing and post-tensioning of concretes in the UK. Prestressed concrete is a critical building product used in the UK construction market, from house floors to bridge beams and from railway sleepers to high rise buildings in the City of London. In its financial year ended 31 October 2021, Megasteel made audited pre-tax profits of GBP3m on turnover of GBP19.7m. ...

Nigel Roberts, CEO of Megasteel Ltd added:

"We have built Megasteel over the last 30 years to be one of the biggest suppliers in the UK of prestressing wire and strand, a product used in almost every construction project in the country, and we have been considering a listing of the business for many years. We are pleased to be working with More Acquisitions as the vehicle that will enable us to do this.

Over many years we have been able to grow our sales, generate revenues, make profits and turn those profits into cash which we have reinvested into the business to keep the cycle going. Applied over a long period of time these business methods have produced a profitable business that I am proud to have started. ...

We were attracted to More Acquisitions as our vehicle to list because we liked the simplicity and cost-effective way in which it had been set up with its 'one price for all', no advisory or broking fees, capped listing and on-going costs and no director salaries, the Company and its key stakeholders fitted very well with our views on how a business should be run!"

https://www.lse.co.uk/rns/TMOR/acquisition-megasteel-and-suspension-of-trading-ccsbb9s9yt991oi.html

"ROCKPOOL ACQUISITIONS PLC CHAIRMAN’S STATEMENT

I hereby present the report and financial statements for the year ended 31 March 2022. During the year the Company reported a profit of £56,654 (2021, loss of £36,077). As at the Statement of Financial Position date the Company had £1,206,254 of cash balances.

The most significant development during the year was the decision, announced on 11 January 2022, of the Board of Rockpool to abandon the proposed acquisition of Greenview Gas Limited (“Greenview”) which it had been contemplated would be made pursuant to the option agreement entered into in January 2019. As the Board had previously indicated to the market, the Company had wanted for some time to progress with the completion of the acquisition, but, for various reasons, including a lack of funds available to pay the associated costs, it had not been possible to do so. The Board eventually decided to abandon the acquisition of Greenview in favour of seeking an alternative transaction. That course was made feasible by Greenview finding a party to provide funding to Greenview in order to allow it to repay the debt it owed to Rockpool. That repayment (with a small premium coming to £1.2m in total) and the termination of the option agreement were announced just after the end of the financial year, on 1 April 2022.

The receipt of that sum settled all of Greenview's liabilities to the Company and enabled the Company to settle all its own financial obligations and leave it with funds that are anticipated to be sufficient to cover the transaction costs of making, in due course, an alternative acquisition (on the assumption that the consideration for such an alternative acquisition would consist wholly of new shares in the Company) and of the Company's subsequent readmission to the market, and leave it with funds for working capital.

Following the termination of the Greenview acquisition the Company applied to the FCA for the lifting of the suspension of the Listing of the Company’s shares, and that suspension was lifted on 27 May 2022. The Company is now actively engaged in seeking alternative acquisition targets and anticipates being able to make an announcement regarding its progress in that regard within the next few months.

I would like to thank all those who have assisted the Company during the past number of years including advisers and creditors for whose support we remain grateful. I would also like to thank the shareholders for their patience during the very long period in which trading in the Company’s shares was suspended.

I look forward to a positive year ahead which will hopefully see significant progress for the Company and, potentially, the completion of an acquisition.

R A D Beresford
Non-Executive Chairman

6th September 2022"

https://www.rns-pdf.londonstockexchange.com/rns/4682Y_1-2022-9-6.pdf