RDGC.L Regulatory News (RDGC)

Ridgecrest plc

("Ridgecrest" or the "Company")

Finalisation of completion accounts re Disposal

Ridgecrest, an AIM Rule 15 cash shell, announces that it has now agreed the completion accounts prepared in connection with the disposal of the entirety of its recruitment operating businesses to Sanderson Group. Further details of the completion accounts process are set out in the Company's announcement of 20 January 2021. As a result of finalising the completion accounts, the final £50,000 of cash consideration owing to the Company in respect of the disposal will be retained by Sanderson Group but the Company will not be liable to repay any of the consideration it received.

Since becoming an AIM Rule 15 cash shell on 5 January 2021, the Company has had discussions with a number of reverse takeover candidates. Whilst the Board continues to assess a number of opportunities, no discussions have, to date, proceeded beyond a preliminary stage. From a number of the discussions held, the Board is becoming increasingly aware that, whilst a reverse takeover candidate would value Ridgecrest at a premium to its net asset value, such a valuation would be at a material discount to its current market capitalisation, which currently stands at more than three times net asset value.

As at 9 April 2021 the Company's cash position (net of current liabilities) was approximately £2.0 million (equating to 0.44p per share). 

The Board will continue to seek a suitable reverse takeover candidate but there can be no certainty that a reverse takeover will be completed by the Company.

As an AIM Rule 15 cash shell the Company is required to make an acquisition or acquisitions constituting a reverse takeover under AIM Rule 14 on or before the date falling six months from becoming an AIM Rule 15 cash shell (as announced on 5 January 2021) or be re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least £6 million), failing which the Company's ordinary shares would then be suspended from trading on AIM pursuant to AIM Rule 40. Admission to trading of the Company's ordinary shares on AIM would be cancelled six months from the date of any suspension should the suspension not have been lifted beforehand.

AIM Rule 14 requires that any negotiations in respect of a reverse takeover be kept confidential until such time as a company can announce that a binding agreement has been entered into and that, as far as is possible, this should be accompanied by the publication of the requisite admission document.

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