RDGC.L Regulatory News (RDGC)

Prior to publication, the information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the UK Market Abuse Regulation. With the publication of this announcement, this information is now considered to be in the public domain.

Ridgecrest plc

("Ridgecrest" or the "Company")

Proposed reverse takeover of Blue Air and suspension of trading in the Company's shares on AIM

Ridgecrest, an AIM Rule 15 cash shell, is pleased to announce that it has entered into a 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 (the "SPA"), Ridgecrest would acquire Airline Invest SA ("Airline Invest") and its wholly owned subsidiaries, Blue Air Aviation SA and Blue Air Technic SRL (together "Blue Air") (the "Proposed Transaction"). Cristian Rada and his brother are the sole shareholders of Airline Invest.

Blue Air is a Romanian low-cost airline headquartered in Bucharest, with its base at Henri Coandă International Airport, and with operations at Turin airport, Italy. It is reportedly the largest Romanian airline by scheduled passengers flown, having carried more than 32 million passengers in its 16 years of operation.

The Proposed Transaction is classified as a reverse takeover pursuant to the AIM Rules for Companies and accordingly the Company's shares will be suspended from trading on AIM as of 07:30 a.m. today.

Completion of the Proposed Transaction remains subject to certain matters including:

a) commencement and satisfactory completion of all necessary due diligence;

b) completion of a fundraising shortly proposed to be undertaken by Blue Air;

c) exchange and completion of the SPA;

d) approval by Ridgecrest's shareholders, at a general meeting to be convened in due course (the "General Meeting"), of the Proposed Transaction;

e) the raising of an appropriate amount of new equity funds for the enlarged group (the "Placing");

f) the obtaining of a Rule 9 waiver by the UK Takeover Panel in respect of the proposed issue of new shares to Cristian Rada and his brother; and

g) readmission of the enlarged share capital of the Company to trading on AIM.

The consideration payable in respect of the Proposed Transaction is proposed to be satisfied entirely by the issue to Cristian Rada and his brother of 9,022,495,560 new ordinary shares in the Company comprising, immediately thereafter (but prior to completion of the Placing), approximately 95% of the Company's current issued share capital. It is also intended that the Company will carry out an appropriate share consolidation and/or share subdivision simultaneously with completion of the Proposed Transaction. Upon completion, Ridgecrest's name would be changed to Blue Air Group plc. 

In order to convene the General Meeting, the Company would be required to publish an AIM Admission Document detailing, inter alia, the terms of the Proposed Transaction. Should the Proposed Transaction proceed, it is currently expected that the AIM Admission Document would be published before the end of 2021.

It should be noted that the Proposed Transaction is at a preliminary stage and there can be no guarantee that it will complete nor as to its final terms.

Information on Blue Air

Blue Air was founded in 2004 and is based in Romania, with additional operations in Turin, Italy. Blue Air operates Boeing B737-800 and B737-8 aircraft and is moving to an all B737-8 fleet. The airline prides itself on its compelling economics when compared to other major European low-cost operators. It has an extensive route network across most major European countries and has its own maintenance and repair facilities. The airline was profitable before COVID-19 impacted its operations, with audited accounts for the 12 months ended 30 September 2019 reporting a profit before tax of €6.75 million.

AIM Rule 15 Cash Shell status

The Company became an AIM Rule 15 cash shell on 5 January 2021 and as such was required to make an acquisition or acquisitions which would constitute a reverse takeover under AIM Rule 14 (a "Reverse Takeover") or be re-admitted to trading on AIM as an investing company under the AIM Rules, on or before the date falling six months from 5 January 2021.

As neither a Reverse Takeover nor readmission to trading on AIM as an investing company under the AIM Rules have been completed, trading in the Company's ordinary shares on AIM will be suspended as of 07:30 a.m. today.

If no such transaction is completed within six months of today's suspension, the Company's shares will be cancelled from trading on AIM pursuant to AIM Rule 41. There can be no assurance that the Company will be able to complete the Proposed Transaction or any other Reverse Takeover during the six month suspension period.

As at 1 July 2021, the Company's cash position (net of current liabilities) was approximately £1.9 million. 

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