Company Announcements

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 as retained in UK law pursuant to the European Union (Withdrawal) Act 2018 and as amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019 (SI 2019/310).  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")

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:  

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Notes:

Rockpool Acquisitions Plc, is a special purpose acquisition company 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.  On 15 November 2022, it entered into heads of terms relating to the proposed acquisition of the entire issued and to be issued share capital of Amcomri Group Limited, the holding company of a fast-growing, acquisitive group of quality UK Engineering and Manufacturing businesses.

The target group consists of 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. 

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