RDGC.L Regulatory News (RDGC)

Ridgecrest plc

("Ridgecrest" or the "Company")

AGM statement

9 December 2021

Ridgecrest, an AIM Rule 15 cash shell, is holding its Annual General Meeting (the "AGM") today at 2.30 p.m. at the offices of Allenby Capital Limited. At the AGM, Rob Thesiger, Chairman of the Company, will make the following statement.

"Ridgecrest Plc (formerly Nakama Global Plc) became an AIM Rule 15 cash shell on 5 January 2021. On 20 January 2021 the Company announced that it had raised £2.0 million (before expenses) via a placing of 333,333,337 new ordinary shares at an issue price of 0.6p per share. At the same time, Tim Sheffield (formerly Chairman of the Company) stepped down from the board and James Normand and Phil Holt were appointed as directors.

Since then, and in consultation with our advisers, the board has met with over 20 businesses across multiple sectors looking to reverse into Ridgecrest. Whilst many of these discussions ended at a preliminary stage, we were able, during the first half of the year, to progress discussions with a couple of businesses to draft heads of terms stage. However, for a variety of reasons these discussions were then terminated.

As a result of not announcing a reverse takeover within 6 months of becoming an AIM Cash Shell, trading in Ridgecrest's shares was suspended on AIM on 6 July 2021, in accordance with the AIM Rules for Companies. At the same time as trading was suspended, we announced that we had entered into non-binding heads of agreement with Mr Cristian Rada, as a result of which, subject to, inter alia, the execution of a legally-binding share purchase agreement, Ridgecrest would acquire Airline Invest SA and its wholly owned subsidiaries, Blue Air Aviation SA and Blue Air Technic SRL.

As a condition of this transaction Airline Invest SA was required to raise pre-IPO funding. Unfortunately this was not concluded by the required extended deadline. As a result, Ridgecrest's board terminated discussions with Mr Rada on 25 October 2021. Since then we have had discussions with a technology business, but these talks also broke down and the potential reverse takeover was not able to proceed.

As at today, the Company has approximately £1.7 million of cash. Currently, the Company is in advanced discussions to invest a significant proportion of its cash resources in a business within the hospitality sector; and term sheets are being prepared. If this transaction proceeds the Board expects the hospitality business to seek a listing on the Access segment of the AQSE Growth Market in 2022 and it is currently intended that Ridgecrest's investment will be distributed to shareholders on a pro rata basis. Discussions are at a preliminary stage and there can be no guarantee that a transaction will proceed. 

As it will not be possible for Ridgecrest to undertake and conclude a reverse takeover within 12 months of the Company becoming an AIM Cash Shell on 5 January 2021, admission of Ridgecrest's shares to trading on AIM is expected to be cancelled at the beginning of January 2022 (before any investment in the hospitality business can be concluded).

The board will continue to keep shareholders abreast of progress on the proposed transaction."

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