ROCKPOOL ACQUISITIONS PLC
REGISTERED NUMBER NI644683
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 MARCH 2021
ROCKPOOL ACQUISITIONS PLC
CONTENTS
Company Information
Chairman’s Statement
Board of Directors
Strategic Report
Report of the Directors
Directors’ Remuneration Report
Report of the Independent Auditor
Statement of Comprehensive Income
Statement of Financial Position
Statement of Changes in Equity
Statement of Cash Flows
Page
2
3
4
5 - 8
9 - 12
13 - 15
16 - 20
21
22
23
24
Notes to the Financial Statements
25 - 36
1
ROCKPOOL ACQUISITIONS PLC
COMPANY INFORMATION
Directors
R A D Beresford
M H Irvine
N R Adair
Secretary
R A D Beresford
Registered Office
Solicitors
Independent Auditor
c/o Cordovan Capital Management Limited
41 Arthur Street
Belfast BT1 4GB
McCarthy Denning Limited
42 Mincing Lane
London EC3R 7AE
PKF Littlejohn LLP
Statutory Auditor
15 Westferry Circus
Canary Wharf
London E14 4HD
Registered Number
NI644683
2
ROCKPOOL ACQUISITIONS PLC
CHAIRMAN’S STATEMENT
I hereby present the report and financial statements for the year ended 31 March 2021. During the year the
Company reported a loss of £36,077. As at the Statement of Financial Position date the Company had
£24,983 of cash balances.
In January 2019, the Company entered into an option agreement with the shareholders of Greenview Gas
Limited (“Greenview”) giving the Company the right to acquire the entire issued share capital of Greenview
for a consideration of £1,145,250.27 to be satisfied by the issue of 12,725,003 new ordinary shares in the
Company at a price of £0.09 per share, the closing mid-market price of the Company’s shares on the day
prior to their suspension (“the Option”). The Board considered this a major step on the road to completing
the acquisition of Greenview and accomplishing the Company’s aim to acquire a profitable, high-growth
business headquartered in Northern Ireland.
In the Chairman’s Statement that accompanied Company’s half-yearly results for the period to 30
September 2020 which were announced on 20 December last year, it was stated the management of
Greenview had, considering difficulties caused by the Covid-19 pandemic, revised downwards their
projections for the financial performance of that company to the end of the financial year (31 March 2021).
At that point they expected a turnover of at least £24.0m, EBITDA of not less than £1.4m and pre-tax profits
of not less than £1.0m. As it turned out, the continued impact of Covid was worse than they expected, and
the final (unaudited) results of Greenview for that financial year were not as good as those revised
projections, producing a turnover of £22.5m, EBITDA of £776,000 and pre-tax profits of £179,000.
The business of Greenview has continued to trade profitably in the new financial year, although below
budget in terms of turnover, EBITDA, and pre-tax profit. Nevertheless, Greenview’s management expects
performance for the rest of the financial year to improve and has set a budget turnover of £34m which would
result in EBITDA of £2.05m and pre-tax profit of £1.8m.
During the last financial year, Greenview appointed a new Finance Director who, having identified some
weaknesses, is undertaking a programme to strengthen Greenview’s financial reporting and management
structure.
The Board of Rockpool has previously indicated to the market that it wanted to progress with the completion
of the acquisition of Greenview pursuant to the exercise of the Option, but, for various reasons, including a
lack of funds available to pay the associated costs, it has not been possible to do so to date. The Board is
currently considering whether and when to progress the acquisition of Greenview, or to abandon it in favour
of seeking an alternative transaction. The latter course would only be feasible if a party were to be found
who would be willing to step in to Rockpool’s shoes to acquire Greenview and / or refinance the debt which
the Company is owed by Greenview (currently approximately £1.14m).
As for the Company’s own financial health, its cash position remains tight, although the Directors and
creditors remain supportive of the Company whilst it continues to explore sources of additional debt or equity
funding to assist it with meeting the costs of completing the acquisition of Greenview and gaining
readmission to the Main Market and the Official List.
I would like to thank all those who have assisted the Company in the past year including the shareholders,
advisers and creditors for whose continued support we remain grateful. I look forward to a positive year
ahead which will hopefully see significant progress for the Company.
R A D Beresford
Non-Executive Chairman
30 September 2021
3
ROCKPOOL ACQUISITIONS PLC
BOARD OF DIRECTORS
Richard Anthony Delaval Beresford
Non-Executive Chairman
Richard Beresford is a corporate lawyer with over 30 years’ experience in the City of London, mostly with
significant UK and US firms. His wealth of experience includes working as a solicitor in the corporate
department of Gouldens, a salaried partner at McDermott Will & Emery, and an equity partner at
McGuireWoods LLP. He is co-founder and chairman of next-generation law firm McCarthy Denning Limited.
Richard has been involved in a number of different aspects of corporate legal advice, including outsourcing,
private mergers and acquisitions, public takeovers, public equities and venture capital, as well as helping
establish and raise money for businesses.
Michael Hamilton Irvine
Non-Executive Director
Mike Irvine is an FCA with 22 years of experience, the last 18 of which have been spent in Corporate Finance
and Investment. Mike trained with PwC in London before joining KPMG in Belfast, where he ultimately
became Director responsible for the M&A team in Northern Ireland building a niche for SME deals in the
£2m to £10m range with particular focus on acquisition mandates, and subsequently set up the Northern
Ireland operations of Davy Stockbrokers. Mike founded Cordovan Capital Management Limited in 2011 and
has since been focused on private equity investment predominantly in the Northern Ireland market.
Neil Robert Adair
Non-Executive Director
Neil Adair is an FCA and a Fellow of the Association of Business Recovery Professionals with 35 years of
experience in corporate finance and restructuring, corporate and commercial banking, and operational
business management. Neil trained with PwC, leaving the firm as a senior manager to become the Corporate
Finance and Restructuring Partner in RSM’s Northern Ireland practice. His experiences also include setting
up the commercial lending and treasury operations of the former Anglo Irish Bank in Northern Ireland and
the managing director of a substantial privately-owned property investment, development and trading group.
Presently, Neil is an active Private-Equity and Property Investor and currently holds a number of consultancy
positions with Corporate Finance and Restructuring Advisory Firms.
4
ROCKPOOL ACQUISITIONS PLC
STRATEGIC REPORT
The Directors present their Strategic Report for the year ended 31 March 2021.
Business Review and Future Developments
Rockpool Acquisitions plc (“Rockpool” or “the Company”) was incorporated on 21 March 2017 and on
12 July 2017 the Company’s share capital was admitted to the Official List of the UK Listing Authority and
to the Main Market of the London Stock Exchange.
Rockpool was set up as a Special Purpose Acquisition Company (“SPAC”) based in Northern Ireland and
was formed to undertake an acquisition of a company or business headquartered or materially based in
Northern Ireland. Target companies will have a valuation of up to £20 million. The Company stated aim was
to primarily target businesses or companies that could benefit from at least £1 million of additional working
or growth capital in a period of 12 months from the date of acquisition.
Rockpool announced on 30 January 2019 that it had entered into an option (“the Option”) to acquire the
entire issued share capital of Greenview Gas Ltd (“Greenview”), a heating, gas, electrical and renewable
energy company in Northern Ireland. Further information on the Option and on Greenview is included in the
Chairman’s Statement.
Performance of the Business and Position at the End of the Year
The Company reported a loss of £36,077 for the year ended 31 March 2021 (2020 – profit £33,858).
During the year, the Company raised no funds through the issue of equity (2020 - Nil). Net assets as at the
year-end were £875,049 (2020 - £911,126), with £24,983 in cash balances held at that date (2020 - £3,288).
Loans of £85,976 were outstanding at the year-and (2020 - £NIL)
Key Performance Indicators (‘KPIs’)
The Board monitors the activities and performance of the Company on a regular basis. The primary
performance indicator applicable to the Company is Return on Investment (“ROI”). Using ROI is not currently
relevant because the Company is yet to complete a corporate acquisition. As noted above, it remains the
intention of the Company to effect an acquisition, and has exercised the Option towards that end.
Given the current nature of the Company’s business, the Directors are of the opinion that the primary
performance indicator applicable to the Company is the completion of the planned Reverse Take Over of
the identified target company. The Board remains hopeful that it will complete this transaction in due course,
to the benefit of all shareholders.
Environmental and Social Matters
The Company does not currently trade other than by the provision of consultancy services to Greenview
and has no employees other than the Directors. The Company has minimal environmental and social impact
in its current state. The Directors will ensure that when the Company makes an acquisition, they have
sufficiently considered the acquisition’s potential impact on both the environment and its consideration of
social corporate responsibilities and will ensure that appropriate safeguards are in place.
Analysis by gender at the end of the year
Directors
Senior
management
Employees
Male
Female
3
-
-
-
-
-
5
ROCKPOOL ACQUISITIONS PLC
STRATEGIC REPORT
Principal Risks and Uncertainties
The Directors consider the principal risk for the Company to be the maintenance of its cash reserves until
Greenview is in a position to start to provide funding to it.
The Company operates in an uncertain environment and is subject to a number of risk factors. The Directors
consider the following risk factors to be of particular relevance to the Company’s activities. It should be noted
that the list is not exhaustive and other risk factors not presently known or currently deemed immaterial may
apply. The risk factors are summarised below:
Business Strategy
The Company is a recently formed entity with no operating history (other than the provision of consultancy
services to Greenview) and has not yet acquired a business. The Company may not be able to complete an
acquisition in a timely manner or at all, or to fund the operations of a target business if it does not obtain
additional funding.
If the Company acquires less than either the whole voting control of, or less than the entire equity interest
in, a target company or business, its ability to influence the strategy of the target may be limited and third-
party minority shareholders may dispute any strategy the Company may have decided to pursue.
Repayment of Greenview Loan
The loan made by the Company to Greenview (“the Greenview Loan”), currently amounting to approximately
£1.14m including accrued interest, was due for repayment on 30 June 2018. The Board decided, however,
not to call for its repayment at that stage whilst Greenview contemplated making one or more additional
acquisitions. Subsequently, the Company agreed to subordinate its loan to Greenview and the related
security to the debt to Exworks Capital Fund I, L.P (“Exworks”) and its related security and to further debt
provided by an additional lender. In November 2020 the debt provided by Exworks and that additional lender
were refinanced in full by Growth Lending 2020 Limited (“Growth Lending”) although the Company had to
continue to subordinate the Greenview Loan and the related security to the debt owed by Greenview to
Growth Lending. The Company is not able to demand repayment of its loan or receive interest payments
without the consent of Growth Lending. If the proposed acquisition of Greenview by the Company is
completed, it is likely that all or some of the Greenview Loan will be converted into an equity stake. If the
Company decided to abandon the acquisition of Greenview, the Company would not be able to seek to
recover the Greenview Loan without the consent of Growth Lending or until such time as the Growth Lending
facility had been repaid. Should the Company seek repayment of the Greenview Loan, the Board is hopeful
that Greenview will be able to repay it, however the timing of such repayment is uncertain and there remains
a risk that Greenview would be unable to pay the loan in a timely manner or at all.
Funding an Acquisition
Further funds, in addition to the equity proceeds raised on or before admission to the market, are needed in
order to complete the acquisition of Greenview. The Company needs to seek additional equity or debt
financing to complete that transaction, and has not been successful in doing so to date. Even if the Company
decides that it would prefer not to complete the acquisition of Greenview, it is very likely that it would only
do so if alternative sources of funds for Greenview were to be found in order to enable the Greenview Loan
to be repaid (which might well also involve a refinancing of the Growth Lending debt). Even with the
repayment of the Greenview Loan, there is a risk that the funds then available to the Company in order to
pursue an alternative acquisition target might be insufficient and that the Company may be unable to secure
the required funding from equity investors or debt providers.
Retention of Key Personnel
The Company is dependent on Directors to assess potential acquisition opportunities that have been
identified by the Directors or Cordovan Capital Management Limited (or any other corporate finance adviser
appointed in place of Cordovan) and to execute acquisitions, and the loss of the services of any of the
Directors could materially adversely affect its ability to implement its business strategy, thereby having a
material adverse effect on its financial condition and result of operations.
6
ROCKPOOL ACQUISITIONS PLC
STRATEGIC REPORT
The Northern Ireland economic and political environment
The Company is currently targeting potential acquisitions which are primarily based in Northern Ireland. It
may be exposed therefore to specific economic risks associated with Northern Ireland. The Northern Ireland
Assembly is responsible for certain economic and budgetary policies. The operation of the Assembly was
suspended between January 2017 and January 2020 and this led to the delay in the making of certain
decisions which in turn has caused difficulty or uncertainty for businesses reliant on the Northern Ireland
market. Recent political developments relating to the so-called Northern Ireland Protocol have increased
the risk of further political dislocation in Northern Ireland and the possibility of a renewed suspension of the
Assembly. Although the Board do not believe that the business of Greenview was adversely impacted by
the previous suspension, that may not remain the case if the Assembly were to be suspended again. If the
Company decided not to pursue the Greenview acquisition and choose to pursue alternative transactions,
a subsequent suspension of the Assembly or the application of the full terms of the Northern Ireland Protocol
might adversely affect the business of such alternatives. This could impact on the Company’s ability to
achieve positive returns for shareholders.
Covid-19
The main business impact of the Covid-19 related lockdowns at various times from March 2020 to April
2021 was a reduction in turnover for Greenview companies, in particular Greenview Gas Limited, which
resulted from a cessation of capital works contracts for heating, kitchen and bathroom replacements in social
housing in Northern Ireland. However, a significant element of the workstreams of the Greenview Group’s
businesses continued during this period as they are considered essential government services, and this,
coupled with the government supported furlough schemes, has allowed Greenview to remain profitable
during this period. Most of the limitations imposed on capital works during lockdown have been lifted,
although the requirements for re-mobilisation, additional health & safety measures, customer refusals due
to individual health concerns, along with ongoing local government restrictions, continue to impact on the
volume of works being delivered, particularly in contracts with kitchen, bathroom and heating replacements
in social housing. This trend may continue into 2022 and may bring additional costs of service delivery,
although the Company will seek to recover these where there is scope to do so in the relevant contract
agreements.
A further lock-down, either nationally, locally in Northern Ireland or in specific areas cannot be ruled out,
however the development of safe working practices and the likelihood that blanket widespread geographical
lockdowns will be avoided would suggest that such a scenario is unlikely and would be very short-term if it
does occur with minimal impact on the level of services being delivered by the Group.
In terms of potential impact on budgets resulting from the Covid pandemic and in particular potential changes
to government funded budgets, there is no evidence at this point to suggest that the budgets which drive
the Greenview businesses will be impacted adversely by any budget constraints in the future, although this
remains a risk and is constantly under review by the Greenview management team.
Section 172 Statement
Section 172 (1) of the Companies Act obliges the Directors to promote the success of the Company for the
benefit of the Company’s members as a whole. This section specifies that the Directors must act in good
faith when promoting the success of the Company and in doing so have regard (amongst other things) to:
a.
b.
c.
d.
e.
f.
the likely consequences of any decision in the long term,
the interests of the Company’s employees,
the need to foster the Company’s business relationship with suppliers, customers and others,
the impact of the Company’s operations on the community and environment,
the desirability of the Company maintaining a reputation for high standards of business conduct, and
the need to act fairly as between members of the Company.
The Board of Directors is collectively responsible for formulating the Company’s strategy, which is to identify
an acquisition of a company or business headquartered or materially based in Northern Ireland.
7
ROCKPOOL ACQUISITIONS PLC
STRATEGIC REPORT
Some key decisions were taken by the Board since the beginning of April 2020 which were aimed to deliver
on this strategy. These included:
• Continue to monitor the performance of Greenview and assess the ideal moment to complete the
acquisition of Greenview; and
• The restriction of cash outflows to the minimum levels in order to preserve cash levels.
The Board places equal importance on all shareholders and strives for transparent and effective external
communications, within the regulatory confines of a main market listed company. The primary
communication tool for regulatory matters and matters of material substance is through the Regulatory News
Service, (“RNS”). The Company’s website is also updated regularly and provides further details on the
business as well as links to helpful content.
The Directors believe they have acted in the way they consider most likely to promote the success of the
Company for the benefit of its members as a whole, as required by Section 172 (1) of the Companies Act
2006.
This Strategic Report was approved by the Board of Directors on 30 September 2021.
R A D Beresford
Director & Company Secretary
8
ROCKPOOL ACQUISITIONS PLC
REPORT OF THE DIRECTORS
The Directors present their report and the audited financial statements for the year ended 31 March 2021.
Principal Activity
Rockpool is a Special Purpose Acquisition Company based in Northern Ireland whose shares were admitted
to the official list of the London Stock Exchange by way of a Standard Listing on 12 July 2017. The Company
was formed to undertake an acquisition of a company or business headquartered or materially based in
Northern Ireland with a valuation of up to £20 million.
Directors’ Indemnities
There is no directors’ indemnity insurance during the year (2020 - £Nil).
Events after the End of the Reporting Period
There have been no significant events since the end of the reporting period.
Dividends
No dividend was paid during the year (2020 - £Nil) and the Directors do not recommend payment of a final
dividend (2020 - £Nil).
Corporate Governance
As a Company listed on the standard segment of the Official UK Listing Authority, the Company is not
required to comply with the provisions of the UK Corporate Governance Code.
The Company has chosen, so far as appropriate given the Company’s size and the constitution of the Board,
to comply with the Corporate Governance Guidelines for Small and Mid-Size Quoted Companies (“the
Guidelines”) published by the Quoted Companies Alliance (QCA):
(http://www.theqca.com/shop/guides/143986/corporate-governance-code-2018.thtml).
The Company has deviated from the Guidelines in the following respects:
• Given the size of the Board and the Company’s current size, certain provisions of the Guidelines (in
particular the provisions relating to the composition of the Board and the division of responsibilities),
are not being complied with by the Company as the Board considers these provisions to be
inapplicable.
• Until a suitable acquisition is completed the Company will not have separate risk, nomination or
remuneration committees. The Board as a whole will instead review risk matters, as well as the
Board’s size, structure and composition and the scale and structure of the Directors’ fees, taking
into account the interests of shareholders and the performance of the Company.
• The Board do not consider an internal audit function to be necessary for the Company at this time
due to the limited number of transactions.
The Directors are responsible for internal control in the Company and for reviewing effectiveness. Due to
the size of the Company, all key decisions are made by the Board. The Directors have reviewed the
effectiveness of the Company’s systems during the period under review and consider that there have been
no material losses, contingencies or uncertainties due to weaknesses in the controls.
Details of the Company’s business model and strategy are included in the Chairman’s Statement and
Strategic Report.
9
ROCKPOOL ACQUISITIONS PLC
REPORT OF THE DIRECTORS
Corporate Governance (continued)
Role of the Board
The Board sets the Company’s strategy, ensuring that the necessary resources are in place to achieve the
agreed priorities. It is accountable to shareholders for the creation and delivery of long-term shareholder
value. To achieve this, the Board directs and monitors the Company’s affairs within a framework of controls
which enable risk to be assessed and managed effectively.
Board Meetings
Given the limited activities of the Company in the year under review, the Board has met infrequently and
conference calls are arranged to consider matters which require decisions or discussions. Mike Irvine and
Richard Beresford are in frequent contact with each other to discuss any issues of concern and to discuss
the monthly management reports produced by Greenview.
Conflicts of interest
A Director has a duty to avoid a situation in which he has, or can have, a direct or indirect interest that
conflicts, or possibly may conflict with the interests of the Company. The Board has satisfied itself that there
is no compromise to the independence of those Directors who have appointments on the Boards of, or
relationships with, companies outside of the Company. The Board requires Directors to declare all
appointments and other situations which could result in a possible conflict of interest.
Audit Committee
The Audit Committee reviews and reports to the Board on the effectiveness of the system of internal control.
Given the size of the Company and the relative simplicity of the systems, the Board considers that there is
no current requirement for an internal control function. The procedures that have been established are
considered appropriate for a Company of its size. The Audit Committee currently comprises M Irvine and N
Adair.
Carbon and Greenhouse Emissions
The Company currently has no trade, no employees other than the Directors and uses a rented office,
therefore the Company has minimal carbon or greenhouse gas emissions and it is not practical to obtain
emissions data at this stage. It does not have responsibility for any emission producing sources under
Companies Act 2006.
Directors and Directors’ Interests
The Directors who held office during the period and to the date of approval of these Financial Statements
had the following beneficial interests in the ordinary shares of the Company.
M H Irvine
R A D Beresford
N R Adair
Ordinary shares
31 March 2021
No.
Ordinary shares
31 March 2020
No.
1
437,501
125,001
1
437,501
125,001
Note: M Irvine is the holder of two thirds of the issued share capital of Cordovan Capital Management Limited
which is the beneficial owner of 125,000 ordinary shares.
10
ROCKPOOL ACQUISITIONS PLC
REPORT OF THE DIRECTORS
Going Concern
The Directors, having made due and careful enquiry, are of the opinion that the Company has adequate
working capital to meet its obligations over the next 12 months. The Directors therefore have made an
informed judgement, at the time of approving the financial statements, that there is a reasonable expectation
that the Company has adequate resources to continue in operational existence for the foreseeable future.
As a result, the Directors have adopted the going concern basis of accounting in the preparation of the
annual financial statements.
See note 2(b) for further considerations made by the Directors in respect of going concern.
Employees
The Company has no employees other than the Directors.
Substantial Interests
As at 31 March 2021, the Directors were aware of the following shareholdings in excess of 3% of the
Company’s issued share capital.
Mr Richard Beresford
Mr Stephen McClelland
Tobermore Concrete Limited
May Dawn Services Limited
Mr Mervyn McCall
Cheviot Capital
Davycrest Nominees
JIM Nominees
Peel Hunt Holdings Limited
Financial Risk Management
%
3.44
6.58
6.58
6.58
3.93
3.54
9.43
40.35
3.31
Number of
ordinary shares
437,501
837,500
837,500
837,500
500,000
450,000
1,200,000
5,134,000
421,669
The Company has a simple capital structure and its principal financial asset is cash. The Company has no
material exposure to market risk and the Directors manage its exposure to liquidity risk by maintaining
adequate cash reserves. The Company is exposed to credit risk in respect of the recoverability of the
Greenview Loan.
Further details regarding risks are detailed in note 2j to the financial statements.
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Report and the financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law
the Directors have elected to prepare the financial statements in accordance with International Financial
Reporting Standards (IFRSs) in accordance with the requirements of the Companies Act 2006. Under
Company law the Directors must not approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for
that year.
In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgments and accounting estimates that are reasonable and prudent;
11
ROCKPOOL ACQUISITIONS PLC
REPORT OF THE DIRECTORS
Statement of Directors’ Responsibilities (continued)
• state whether applicable international accounting standards in conformity with requirements of the
Companies Act 2006 IFRSs have been followed, subject to any material departures disclosed and
explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume
that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position
of the Company and enable them to ensure that the financial statements and the Directors’ Remuneration
Report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Company’s website. Legislation in the United Kingdom governing the preparation and
dissemination of the financial statements may differ from legislation in other jurisdictions.
The Directors consider that the report and financial statements, taken as a whole, is fair, balanced and
understandable and provides the information necessary for shareholders to assess the Company’s position,
performance, business model and strategy.
Each of the Directors, whose names and functions are listed on page 4, confirm that, to the best of their
knowledge:
• The Company financial statements, which have been prepared in accordance with International
Financial Reporting Standards as required by the Companies Act 2006, give a true and fair view of
the assets, liabilities, financial position and loss of the Company; and
• The Strategic Report includes a fair review of the development and performance of the business
and the position of the Company, together with a description of the principal risks and uncertainties
that it faces.
Provision of Information to Auditor
So far as each of the Directors is aware at the time this report is approved:
•
•
there is no relevant audit information of which the Company’s auditor is unaware; and
the Directors have taken all steps that they ought to have taken to make themselves aware of any
relevant audit information and to establish that the auditor is aware of that information.
Auditors
The auditor, PKF Littlejohn LLP, will be proposed for reappointment in accordance with Section 485 of the
Companies Act 2006. PKF Littlejohn LLP has indicated their willingness to continue in office as auditor.
Approved by the Board on 30 September 2021, and signed on its behalf by:
R A D Beresford
Director
12
ROCKPOOL ACQUISITIONS PLC
DIRECTORS’ REMUNERATION REPORT
This remuneration report sets out the Company's policy on the remuneration of non-executive Directors
together with details of Directors' remuneration packages and service contracts for the financial year ended
31 March 2021.
Until a material transaction is completed the Company will not have a separate remuneration committee.
The Board as a whole will instead review the scale and structure of the Directors' fees, taking into account
the interests of shareholders and the performance of the Company and Directors. Following the completion
of a material transaction, the Board intends to put in place a remuneration committee.
The items included in this report are unaudited unless otherwise stated.
Audited Information
Directors’ Emoluments and Compensation
Set out below are the emoluments of the Directors for the year ended 31 March 2021.
A remuneration policy was adopted by the Board on 31 July 2018 and approved by shareholders at the
AGM held on 17 October 2018. The amounts paid were in accordance with that policy and the rates of pay
stated in the prospectus issued in respect of the listing on 12 July 2017.
Name of Director
Position
31 March 2021
Fees £
31 March 2020
Fees £
R A D Beresford
M H Irvine
N R Adair
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Total
12,000
12,000
12,000
______
36,000
______
12,000
12,000
12,000
______
36,000
______
The Directors who held office at 31 March 2021 and who had beneficial interests in the Ordinary Shares of
the Company are listed above. Details of these beneficial interests can be found in the Report of the
Directors.
Other Matters
The Company does not have any pension plans for any of the Directors and does not pay pension
contributions in relation to their remuneration (2020 - none). The Company has not paid out any excess
retirement benefits to any Directors (2020 - none).
Unaudited Information
Service Agreements and Letters of Appointment
The Directors who served during the year have Service Agreements dated 7 July 2017. These agreements
have been drawn up in line with the amounts stated in the listing prospectus.
13
ROCKPOOL ACQUISITIONS PLC
DIRECTORS’ REMUNERATION REPORT
Unaudited Information (continued)
Terms of Appointment
The services of the Directors, provided under the terms of agreement with the Company are as follows:
Director
R A D Beresford
M H Irvine
N R Adair
Year of
appointment
Number of years
completed
Date of current
engagement letter
2017
2017
2017
3.75
3.75
3.75
7 July 2017
7 July 2017
7 July 2017
In accordance with the above agreements the Directors are subject to 3 months’ notice periods and an
annual review.
Remuneration Policy
In setting the policy, the Board has taken the following into account:
•
•
•
•
the need to attract, retain and motivate individuals of a calibre who will ensure successful leadership
and management of the Company;
the Company's general aim of seeking to reward all employees fairly according to the nature of their
role and their performance;
remuneration packages offered by similar companies within the same sector;
the need to align the interests of shareholders as a whole with the long-term growth of the Company;
and
•
the need to be flexible and adjust with operational changes throughout the term of this policy.
Remuneration Components
Following a suitable transaction, the Board may re-consider the components of Director Remuneration in
future years. The current remuneration policy of the Company is outlined below.
Future Policy Table
Element
Purpose
Policy
Operation
Opportunity and
performance
conditions
Executive Directors
Base salary
To award for
services provided
Pension
Benefits
Annual Bonus
N/A
N/A
N/A
Paid monthly
and will be
reviewable
following
completion of a
transaction and
annually
thereafter.
The total value of
Directors' fees that
may be paid is limited
by the Company's
Articles of Association
to £250,000 per
annum.
N/A
N/A
N/A
N/A
N/A
N/A
The remuneration of Directors is
based on the recommendations of
the Chairman and comparison with
other companies of a similar size
and sector. Any Director who
serves on any committee, or who
devotes special attention to the
business of the Company, or who
otherwise performs services which
in the opinion of the Directors are
outside the scope of the ordinary
duties of a Director, may be paid
such extra remuneration as the
Directors may determine.
Not awarded
Not awarded
None to be paid until after the
completion of a transaction.
14
ROCKPOOL ACQUISITIONS PLC
Future Policy Table (continued)
DIRECTORS’ REMUNERATION REPORT
Element
Purpose
Policy
Operation
To be granted as appropriate in
order to align the interests of
shareholders and Directors
N/A
Opportunity and
performance
conditions
To be determined
Share Options
To be granted as
appropriate in order
to align the interests
of shareholders and
Directors
Non-executive directors
Base salary
To award for
services provided
Pension
Benefits
N/A
N/A
Share Options
To be granted as
appropriate in order
to align the interests
of shareholders and
Directors
Notes to the Future Policy Table
The Board as a whole determines
the remuneration of non-executive
Directors based on the
recommendations of the Chairman
and comparison with other
companies of a similar size and
sector. There is no element of
remuneration for performance. Any
Director who serves on any
committee, or who devotes special
attention to the business of the
Company, or who otherwise
performs services which in the
opinion of the Directors are outside
the scope of the ordinary duties of
a Directors, may be paid such
extra remuneration as the Directors
may determine.
Not awarded
There is no element of
remuneration for performance.
To be granted as appropriate in
order to align the interests of
shareholders and Directors
Paid monthly
and reviewable
following the
completion of a
transaction and
annually
thereafter.
The total value of
Directors' fees that
may be paid is limited
by the Company's
Articles of
Association to
£250,000 per annum.
N/A
N/A
N/A
N/A
N/A
To be determined
The Directors shall also be paid by the Company all travelling, hotel and other expenses as they may incur
in attending meetings of the Directors or general meetings or otherwise in connection with the discharge of
their duties.
Consideration of Shareholder Views
The Board will consider shareholder feedback received and guidance from shareholder bodies. This
feedback, plus any additional feedback received from time to time, is considered as part of the Company’s
annual policy on remuneration.
Policy for New Appointments
Base salary levels will take into account market data for the relevant role, internal relativities, the individual’s
experience and their current base salary. Where an individual is recruited at below market norms, they may
be re-aligned over time (e.g. two to three years), subject to performance in the role. Benefits will generally
be in accordance with the approved policy.
For external and internal appointments, the Board may agree that the Company will meet certain relocation
and/or incidental expenses as appropriate.
Approved on behalf of the Board of Directors.
R A D Beresford
30 September 2021
15
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ROCKPOOL ACQUISITION PLC
Opinion
We have audited the financial statements of Rockpool Acquisition Plc (the ‘company’) for the year ended 31
March 2021 which comprise the Statement of Comprehensive Income, the Statement of Financial Position,
the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements,
including significant accounting policies. The financial reporting framework that has been applied in their
preparation is applicable law and international accounting standards in conformity with the requirements of
the Companies Act 2006.
In our opinion, the financial statements:
• give a true and fair view of the state of the company’s affairs as at 31 March 2021 and of its loss for
the year then ended;
• have been properly prepared in accordance with international accounting standards in conformity
with the requirements of the Companies Act 2006; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We are independent of the
company in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as applied to public interest entities, and we
have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 2a in the financial statements, which indicates events or conditions identified that
may cast doubt on the entity’s ability to continue as a going concern. The company is required to raise
additional funds either through equity or debt, or to collect cash inflows from receivables in order to settle its
liabilities as they fall due for the foreseeable future. As stated in note 2a, these events or conditions indicate
that a material uncertainty exists that may cast doubt on the Company’s ability to continue as a going
concern.
Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’
assessment of the company’s ability to continue to adopt the going concern basis of accounting included
obtaining an understanding of the basis of preparation of Board approved budgets and cash flow forecasts,
assessing the accuracy of historic forecasts, testing the key underlying assumptions and performing
sensitivity analysis. We also assessed events subsequent to the year-end date which could impact upon
going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in
the relevant sections of this report.
16
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect
of misstatements on our audit and on the financial statements. For the purposes of determining whether the
financial statements are free from material misstatement, we define materiality as the magnitude of
misstatement that makes it probable that the economic decisions of a reasonably knowledgeable person,
relying on the financial statements, would be changed or influenced.
We also determine a level of performance materiality which we use to assess the extent of testing needed
to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality for the financial statements as a whole. In determining our overall audit
strategy, we assessed the level of uncorrected misstatements that would be material for the financial
statements as a whole. We determined the company materiality for the financial statements as a whole to
be £35,800 (2020: £37,000), calculated at 4% of net assets. We consider net assets to be an appropriate
benchmark for a Special Purpose Acquisition Company. Performance materiality was set at 70% of overall
materiality at £25,000 (2020: £25,900), whilst the threshold for reporting unadjusted differences to those
charged with governance was set at £1,790 (2020: £1,850). We also agreed to report differences below that
threshold that, in our view, warranted reporting on qualitative grounds.
Our approach to the audit
In designing our audit, we determined materiality and assessed the risk of material misstatement in the
financial statements. In particular, we looked at areas involving significant accounting estimates and
judgement by the directors and considered future events that are inherently uncertain such as the
recoverability of loans and accrued interest. We also addressed the risk of management override of internal
controls, including among other matters consideration of whether there was evidence of bias that
represented a risk of material misstatement due to fraud.
The Company’s finance function is located in Northern Ireland. Our audit was conducted from our London
office, with regular contact with the key individuals responsible for the accounting function.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on:
the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement
team. These matters were addressed in the context of our audit of the financial statements as a whole, and
in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the Material Uncertainty related to going concern section, we have
determined the matter described below to the key audit matter to be communicated in our report.
17
Key Audit Matter
How our scope addressed this matter
Recoverability of loan and accrued interest from
Greenview Gas Ltd (Note 10)
The company has a loan receivable from Greenview
Gas Ltd (“Greenview”) of £793,070, plus cumulative
accrued interest as at 31 March 2021 of £327,505.
The loan is secured over the assets of Greenview.
In January 2019, the company agreed to subordinate
its loan to Greenview and the related security in
favour of a secured term loan and a revolving debt
facility entered into between Greenview and Exworks
Capital Fund I, LLP (“Exworks”). In March 2019, the
loan was also subordinated to a facility provided by
an additional lender to Greenview. In November 2020
the Exworks and the additional lender debt was
refinanced in full by Growth Lending 2020 Limited
(“Growth Lending”) including the related security.
The loan and interest due to the company will only be
repaid once the Growth Lending facility are repaid in
full, or when consent for repayment is granted by
Growth Lending.
As an unsecured loan with no contractual repayment
date, there is a risk that the loan and the accrued
interest are not recoverable.
Our work in this area included:
• Enquiries with management and assessment
of the basis on which management consider
the
to be
recoverable, including their assessment and
conclusions on the expected credit losses;
loan and accrued
interest
• Review of budgets and assessment of
Greenview’s latest financial performance, cash
position and cashflow forecasts; and
• Review of any changes to the key terms in the
loan agreement.
We found the judgements used by the Directors in
their impairment assessment were reasonable.
Other information
The other information comprises the information included in the annual report, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information
contained within the annual report Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are required to determine whether this
gives rise to a material misstatement in the financial statements themselves. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to
report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the Directors’ remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
•
•
the information given in the strategic report and the directors’ report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
18
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course
of the audit, we have not identified material misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept, or returns adequate for our audit have not been
received from branches not visited by us; or
•
the financial statements and the part of the Directors’ remuneration report to be audited are not in
agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for
such internal control as the directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below:
• We obtained an understanding of the company and the sector in which it operates to identify laws
and regulations that could reasonably be expected to have a direct effect on the financial statements.
We obtained our understanding in this regard through discussions with management and the
application of our cumulative audit knowledge.
• We determined the principal laws and regulations relevant to the company in this regard to be those
arising from the FCA Rules, Companies Act 2006 and London Stock Exchange Rules.
19
• We designed our audit procedures to ensure the audit team considered whether there were any
indications of non-compliance by the company with those laws and regulations. These procedures
included, but were not limited to, enquiries of management, review of minutes and review of legal
correspondence.
• As in all of our audits, we addressed the risk of fraud arising from management override of controls
by performing audit procedures which included, but were not limited to: the testing of journals;
reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any
significant transactions that are unusual or outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including
those leading to a material misstatement in the financial statements or non-compliance with regulation. This
risk increases the more that compliance with a law or regulation is removed from the events and transactions
reflected in the financial statements, as we will be less likely to become aware of instances of non-
compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud
involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
Other matters which we are required to address
We were appointed by the Board of Directors on 18 June 2018 to audit the Company financial statements
for the period ended 31 March 2018 and subsequent financial periods. Our total uninterrupted period of
engagement is 4 years, covering the periods ended 31 March 2018 to 2021.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the company and we
remain independent of the company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16
of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s
members those matters we are required to state to them in an auditor’s report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the
company and the company's members as a body, for our audit work, for this report, or for the opinions we
have formed.
David Thompson (Senior Statutory Auditor)
For and on behalf of PKF Littlejohn LLP
Statutory Auditor
30 September 2021
15 Westferry Circus
Canary Wharf
London E14 4HD
20
ROCKPOOL ACQUISITIONS PLC
COMPANY NUMBER NI644683
STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 31 MARCH 2021
Revenue
Administrative expenses
Operating loss
Finance income
Finance costs
Profit before taxation
Income tax expense
(Loss)/Profit for the year attributable to equity shareholders
Other comprehensive income for the Year, Net of Tax
Total Comprehensive Income attributable to equity shareholders
Earnings per share attributable to equity shareholders
Basic and diluted (pence)
Note
2021
£
2020
£
3
4
7
8
-
30,000
(129,235)
______
(95,547)
______
(129,235)
(65,547)
99,134
(5,976)
______
99,405
-
______
(36,077)
33,858
-
______
-
______
(36,077)
______
33,858
______
-
______
-
______
(36,077)
______
33,858
______
6
(0.28)
______
0.27
______
The accounting policies and notes on pages 25 to 36 form part of the financial statements
21
ROCKPOOL ACQUISITIONS PLC
COMPANY NUMBER NI644683
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2021
Assets
Current Assets
Trade and other receivables
Cash and cash equivalents
Total Assets
Current Liabilities
Trade and other payables
Borrowings
Net Current Assets
Non-Current Liabilities
Borrowings
Share capital
Share premium
Retained deficit
Total equity and liabilities
Note
31 March 31 March
2020
£
2021
£
10
1,122,803 1,025,868
3,288
________ ________
24,983
1,147,786 1,029,156
________ ________
12
14
186,761
3,280
_______
118,030
-
_______
190,041
_______
118,030
_______
957,743
911,126
14
11
11
82,696
_______
-
_______
636,250
461,250
(222,451)
_______
636,250
461,250
(186,374)
_______
1,147,786 1,029,156
_______
_______
These Financial Statements were approved and authorised for issue by the Board of Directors and were
signed on its behalf on 30 September 2021.
R A D Beresford
Director
The accounting policies and notes on pages 25 to 36 form part of the financial statements
22
ROCKPOOL ACQUISITIONS PLC
COMPANY NUMBER NI644683
STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 31 MARCH 2021
Balance as at 31 March 2019
At 1 April 2019
Profit for the year
Total comprehensive income for the year
Balance as at 31 March 2020
At 1 April 2020
Loss for the year
Total comprehensive income for the year
Balance as at 31 March 2021
Attributable to equity shareholders
Share
capital
£
Share
premium
£
Retained
deficit
£
Total
£
636,250
_______
461,250
_______
(220,232)
_______
877,268
_______
636,250
_______
461,250
_______
(220,232)
_______
877,268
_______
-
_______
-
_______
33,858
_______
33,858
_______
-
_______
-
_______
33,858
_______
33,858
_______
636,250
_______
461,250
_______
(186,374)
_______
911,126
_______
636,250
_______
461,250
_______
(186,374)
_______
911,126
_______
-
_______
-
_______
(36,077)
_______
36,077
_______
_______
_______
(36,077)
_______
36,077
_______
636,250
_______
461,250
_______
(222,451)
_______
875,049
_______
The accounting policies and notes on pages 25 to 36 form part of the financial statements
23
ROCKPOOL ACQUISITIONS PLC
COMPANY NUMBER NI644683
STATEMENT OF CASH FLOWS
YEAR ENDED 31 MARCH 2021
Cash Flows from Operating Activities
(Loss)/Profit for the year
Changes in working capital:
Increase in trade and other receivables
Increase/(Decrease) in trade and other payables
Net Cash used in Operating Activities
Cash Flows from Financing Activities
COVID Bounce Back Loan
Directors’ Loan
Net Cash generated from financing Activities
2021
£
2020
£
(36,077)
33,858
(96,935)
(103,831)
68,731 (72,841)
_______
_______
(64,281)
(142,814)
30,000
55,976
_______
-
-
_______
85,976
-
Net Increase/(Decrease) in Cash and Cash Equivalents
21,695
(142,814)
Cash and cash equivalents at the beginning of the year
Cash and Cash Equivalents at the End of the Year
3,288
_______
24,983
_______
146,102
_____
3,288
_______
The accounting policies and notes on pages 25 to 36 form part of the financial statements
24
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 MARCH 2021
1. General Information
Rockpool Acquisitions plc is a public company limited by shares, incorporated and domiciled in
Northern Ireland. The address of the Company’s registered office is 41 Arthur Street, Belfast, Northern
Ireland, United Kingdom, BT1 4GB.
2.
Summary of Significant Accounting Policies
The principal Accounting Policies applied in the preparation of these financial statements are set out
below. These policies have been consistently applied to all the periods presented, unless otherwise
stated.
a) Basis of Preparation of Financial Statements
The financial statements have been prepared in accordance with the requirements of the
Companies Act 2006 and in accordance with the requirements of the Companies Act 2006. The
financial statements have also been prepared under the historical cost convention.
The preparation of financial statements in conformity with IFRS requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement in the process of
applying the Company’s Accounting Policies. The areas involving a higher degree of judgement
or complexity, or areas where assumptions and estimates are significant to the financial
statements, are disclosed.
The financial statements are presented in Pound Sterling (£). Pound Sterling is the functional
and presentational currency of the Company.
Accounting Developments
The following accounting standards and their amendments were adopted during the financial
year.
Amendments to References to the Conceptual Framework in IFRS Standards
International Accounting Standards
IAS 1
IAS 8
Presentation of Financial Statements (amendment)
Accounting Policies, Changes in Accounting Estimates
and Errors (amendment)
Financial Instruments: Recognition and Measurement
(amendment)
IAS 39
International Financial Reporting Standards
IFRS 7
IFRS 9
Financial Instruments: Disclosures
Financial Instruments (amendment)
(amendment)
Effective date
1 January 2020
1 January 2020
1 January 2020
1 January 2020
1 January 2020
The adoption of these policies has had no material impact on the Company.
The following accounting standards and their amendments were in issue at the year-end but will
not be in effect until after this financial year.
International Financial Reporting Standards
IFRS 3
IFRS 7
IFRS 9
IFRS 16
Business Combinations (amendment)
Financial Instruments: Disclosures
Financial Instruments (amendment)
Leases (amendment)
(amendment)
Effective date*
1 January 2022
1 January 2021
1 January 2021
1 January 2021
25
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 MARCH 2021
2.
Summary of Significant Accounting Policies (continued)
a) Basis of Preparation of Financial Statements (continued)
Accounting Developments (continued)
Annual Improvements to IFRS Standards 2018-2020
IAS 1
(Amendments) Classification of Liabilities as Current
or Non-Current
(Amendments) The definition of accounting estimates
(Amendments) The costs to include when assessing
whether a contract is onerous
IAS 8
IAS 37
1 January 2022
1 January 2023
1 January 2023
1 January 2022
*Years beginning on or after
The Directors do not expect that the adoption of the standards listed above will have a material
impact on the financial statements of the Company in future periods.
b) Going concern
The preparation of financial statements requires an assessment on the validity of the going
concern assumption.
The Directors have prepared cashflow forecasts for a period of at least 12 months from the date
of approval of the Financial Statements. The Company expects no revenues over that period
and the committed and contracted expenditure reflects the agreement with advisors to suspend
payment of retainers. The Directors have in addition deferred the payment of their fees over that
period.
In making their assessment of going concern, the Directors acknowledge that the Company has
a very small cost base and can therefore confirm that they consider they will be able to generate
sufficient funds to ensure the Company continues to meet its obligations as they fall due for a
period of at least one year from date of approval of these Financial Statements. Accordingly, the
Board believes it is appropriate to adopt the going concern basis in the preparation of the
Financial Statements.
c)
Financial Instruments
Financial assets
Financial assets, comprising solely of trade and other receivables and cash and cash
equivalents, are classified as loans and receivables. They are initially recognised at fair value
plus transactions costs that are directly attributable to their acquisition or issue, and are
subsequently carried at amortised cost using the effective interest rate method, less provision
for impairment under the expected credit loss model.
The classification depends on the business model for managing the financial assets and the
contractual terms of the cash flows. Financial assets are measured at amortised cost only if both
of the following criteria are met:
• The asset is held within a business model whose objective is to collect contractual cash
flows; and
• The contractual terms give rise to cash flows that are solely payments of principal and
interest.
26
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 MARCH 2021
2.
Summary of Significant Accounting Policies (continued)
c)
Financial Instruments (continued)
The amount of the expected credit loss is measured as the difference between all contractual
cash flows that are due in accordance with the contract and all the cash flows that are expected
to be received (i.e. all cash shortfalls), discounted at the original effective interest rate (EIR).
The carrying amount of the asset is reduced through use of allowance account and recognition
of the loss in the Statement of Comprehensive Income. Allowances for credit losses on financial
assets are assessed collectively. Collectively assessed impairment allowances cover credit
losses inherent in portfolios of financial assets with similar credit risk characteristics when there
is objective evidence to suggest that they contain impaired financial assets, but the individual
impaired items cannot yet be identified.
In assessing collective impairment, the Company uses information including historical trends in
the probability of default (although this is limited given the relatively short history of the
Company), timing of recoveries and the amount of expected loss, adjusted for management’s
judgement as to whether current economic and credit conditions are such that the actual losses
are likely to be greater or less than suggested by historical evidence. Default rates, loss rates
and the expected timing of future recoveries are regularly benchmarked against actual outcomes
to ensure that they remain appropriate.
IFRS 9 suggests the use of reasonable forward-looking information to enhance ECL models.
The Company incorporates relevant forward-looking information into the loss provisioning
model.
Financial liabilities
Financial liabilities, comprising trade and other payables, are held at amortised cost.
Trade and other payables are recognised initially at fair value, and subsequently measured at
amortised cost using the effective interest method.
De-recognition of Financial Instruments
i.
Financial Assets
A financial asset is derecognised where:
•
•
•
the right to receive cash flows from the asset has expired;
the Company retains the right to receive cash flows from the asset, but has
assumed an obligation to pay them in full without material delay to a third party
under a pass-through arrangement; or
the Company has transferred the rights to receive cash flows from the asset, and
either has transferred substantially all the risks and rewards of the asset or has
neither transferred nor retained substantially all the risks and rewards of the asset,
but has transferred control of the asset.
ii.
Financial Liabilities
A financial liability is derecognised when the obligation under the liability is discharged or
cancelled or expires.
27
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 MARCH 2021
2.
Summary of Significant Accounting Policies (continued)
d) Cash and Cash Equivalents
Cash and cash equivalents comprise current and deposit balances with banks and similar
institutions. This definition is also used for the Statement of Cash Flows.
The Company considers the credit ratings of banks in which it holds funds in order to reduce
exposure to credit risk. The Company will only keep its holdings of cash and cash equivalents
with institutions which have a minimum credit rating of ‘AA’.
e) Revenue from contracts with customers
Revenue comprises the fair value of the consideration received or receivable for the provision
of services. Revenue is shown net of value added taxes.
Revenue is recognised when the amount can be reliably measured, and it is probable that future
economic benefit will flow to the Company under the terms of any sale agreements. This
normally corresponds to the period over which services are provided.
f)
Taxation
Income tax represents the sum of current tax and deferred tax.
Current tax
Current tax is the tax currently payable based on the taxable result for the period. Tax is
recognised in profit or loss, except to the extent that it relates to items recognised in other
comprehensive income or recognised in equity. In this case, the tax is also recognised in other
comprehensive income or directly in equity, respectively.
Current tax is calculated at the tax rates (and laws) that have been enacted or substantively
enacted at the Statement of Financial Position date.
Deferred tax
Deferred tax is recognised using the liability method in respect of temporary differences arising
from differences between the carrying amount of assets and liabilities in the Financial
Statements and the corresponding tax bases used in the computation of taxable profit or loss.
Deferred tax liabilities are generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset
current tax assets against current tax liabilities and when the deferred tax assets and liabilities
relate to income taxes levied by the same taxation authority on either the same taxable entity or
different taxable entities where there is an intention to settle the balances on a net basis.
Deferred tax is calculated at the tax rates that have been enacted or substantively enacted at
the Statement of Financial Position date and are expected to apply to the period when the
deferred tax asset is realised or the deferred tax liability is settled.
28
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 MARCH 2021
2.
Summary of Significant Accounting Policies (continued)
g)
Segmental reporting
The Chief Operating Decision Maker (CODM) is considered to be the Board of Directors. They
consider that the Company operates in a single segment of identifying and assessing investment
projects, which is the only activity the Company is involved in and is therefore considered as the
only operating/reportable segment. As a result, the financial information of the single segment
is the same as set out in the statement of comprehensive income, statement of financial position,
statement of changes in equity and Statement of Cash Flows.
Equity
h)
Equity comprises the following:
• Share capital represents the nominal value of the equity shares;
• Share premium represents the consideration less nominal value of issued shares and
costs directly attributable to the issue of new shares;
• Retained deficit represents cumulative net profits and losses recognised in the statement
of comprehensive income.
i)
Financial Risk Management
Financial Risk Factors
The Company’s activities expose it to a variety of financial risks: Market price risk, credit risk and
liquidity risk. The Company’s overall risk management programme seeks to minimise potential
adverse effects on the Company’s financial performance. None of these risks are hedged.
The Company has no foreign currency transactions or borrowings, so is not exposed to market
risk in terms of foreign exchange risk or interest rate risk.
Risk management is undertaken by the Board of Directors.
Credit risk
Credit risk arises from cash and cash equivalents as well as any outstanding receivables.
Management does not expect any losses from non-performance of these receivables. The
amount of exposure to any individual counter party is subject to a limit, which is assessed by the
Board.
The Company considers the credit ratings of banks in which it holds funds in order to reduce
exposure to credit risk, which is stated under the cash and cash equivalents accounting policy.
Liquidity risk
Liquidity risk arises from the Company’s management of working capital. It is the risk that the
Company will encounter difficulty in meeting its financial obligations as they fall due. The
proceeds raised from the placing are being held as cash to enable the Company to fund a
transaction as and when a suitable target is found.
29
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 MARCH 2021
2.
Summary of Significant Accounting Policies (continued)
i)
Financial Risk Management (continued)
Controls over expenditure are carefully managed, in order to maintain its cash reserves whilst it
targets a suitable transaction.
Capital risk management
The Company’s objectives when managing capital is to safeguard the Company’s ability to
continue as a going concern, in order to provide returns for shareholders and benefits for other
stakeholders, and to maintain an optimal capital structure.
In order to maintain or adjust the capital structure, the Company may adjust the amount of
dividends paid to shareholders, return capital to shareholders or issue new shares.
The Company monitors capital on the basis of the total equity held by the Company, being
£875,049 as at 31 March 2021 (2020 - £911,126).
j)
Critical Accounting Estimates and Judgements
The Directors make estimates and assumptions concerning the future as required by the
preparation of the financial statements in conformity with international accounting standards in
conformity with the requirements of the Companies Act 2006. The resulting accounting
estimates will, by definition, seldom equal the related actual results.
Estimates and judgements are continually evaluated and are based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under
the circumstances.
As disclosed within the Chairman’s Statement, the Directors have assessed the recoverability
of the loan and interest receivable from Greenview Gas Ltd given the Reorganisation Plan and
subordination of repayment in favour of another lender to the group. The Board has concluded,
following its assessment of available information including budgets and forecasts, that no
impairment is currently required however the remaining phases of the Reorganisation Plan are
ongoing.
k)
Finance income
All finance income are accounted for on an accruals basis.
l)
Expenses and Finance Costs
All expenses and finance costs are accounted for on an accruals basis.
3.
Revenue from contract with customers
Consulting services
2021
£
2020
£
-
______
30,000
______
All revenue is derived in the United Kingdom and recorded over time.
30
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 MARCH 2021
4.
Expenses by Nature
Directors’ fees
Legal and professional fees
Audit and assurance fees
FCA and LSE fees
Travel and accommodation
Other expenses
Total
5.
Auditor’s Remuneration
During the year, the Company obtained the following services from
the Company’s auditors:
Fees payable to the Company’s auditor for the audit of the
Company financial statements
Fees payable to the Company’s auditor for the review of the
Company’s interim financial statements
2021
£
2020
£
36,000
33,330
15,500
43,649
-
756
______
36,000
18,112
1,550
37,058
2,136
691
______
129,235
______
95,547
______
2021
£
2020
£
15,700
15,500
1,250
______
1,250
______
16,950
______
16,750
______
6.
Earnings per share
Basic earnings per share is calculated by dividing the (loss)/profit attributable to equity holders of the
Company by the weighted average number of ordinary shares in issue during the period. Basic and
diluted earnings per share are identical.
(Loss)/Profit for the year from continuing operations
Weighted average number of ordinary shares in issue
2021
£
2020
£
(36,077)
33,858
_________ _________
12,725,003 12,725,003
_________ _________
Basic and diluted earnings per share (pence) (0.28)
____
0.27
____
31
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 MARCH 2021
7
Finance Income
Interest income on loans
8.
Income Tax Expense
Tax Charge for the Period
2021
£
2020
£
99,134
______
99,405
______
No taxation arises on the result for the year due to losses (2020 - Nil).
Factors Affecting the Tax Charge for the Period
The tax charge for the year does not equate to the profit for the year at the applicable rate of UK
Corporation Tax of 19%. The differences are explained below:
(Loss)/Profit before taxation
Profit for the year before taxation multiplied by the standard rate of
UK Corporation Tax of 19% (2020 - 19%)
Expenses not deductible for tax purposes
Income to be taxed on receipt
Losses carried forward on which no deferred tax asset is recognised
Current tax
2021
£
2020
£
(36,077)
______
33,858
______
(6,855)
6,433
8,293
(17,700)
16,262
______
7,041
(18,887)
5,413
______
-
______
-
______
Factors Affecting the Tax Charge of Future Periods
Tax losses available to be carried forward by the Company at 31 March 2021 against future profits
are estimated at £297,000 (2020 - £211,000).
A deferred tax asset has not been recognised in respect of these losses in view of uncertainty as to
the level and timing of future taxable profits.
32
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 MARCH 2021
9.
Directors’ Remuneration
Remuneration for qualifying services
R A D Beresford
M H Irvine
N R Adair
Total
2021
£
2020
£
36,000
______
36,000
______
12,000
12,000
12,000
______
36,000
______
12,000
12,000
12,000
______
36.000
______
There are no other employees in the Company apart from the above Directors (2020 - none).
10. Trade and Other Receivables
Loan receivable
Accrued loan interest
Other receivables
Total
2021
£
2020
£
793,070
327,505
2,228
793,070
228,372
4,426
________ ________
1,122,803 1,025,868
________ ________
The fair value of all receivables is the same as their carrying values stated above.
At 31 March 2021 all receivables were fully performing, and therefore do not require impairment.
The maximum exposure to credit risk at the reporting date is the carrying value mentioned above.
33
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 MARCH 2021
11. Share Capital and Premium
At 31 March 2020
At 31 March 2021
12. Trade and Other Payables
Payables
Advance from Greenview
Number of
shares
Share
capital
£
Share
premium
£
Total
£
12,725,003
_________
636,250
_______
461,250 1,097,500
_______ ________
12,725,003
_________
636,250
_______
461,250 1,097,500
_______ ________
2021
£
2020
£
151,399
35,362
_______
82,668
35,362
_______
186,761
_______
118,030
_______
13. Treasury Policy and Financial Instruments
The Company operates an informal treasury policy which includes the ongoing assessments of
interest rate management and borrowing policy. The Board approves all decisions on treasury policy.
The Company has financed its activities by the raising of funds through the placing of shares.
There are no material differences between the book value and fair value of the financial instruments.
Financial assets:
Loans and receivables excluding VAT
Cash and cash equivalents
Financial liabilities – amortised cost:
Trade and other payables
Borrowing
2021
£
2020
£
1,120,575 1,021,442
3,288
________ ________
24,983
186,763
85,976
118,030
-
________ ________
34
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 MARCH 2021
14. Borrowings
Director Loan (Note 15)
Danske Bank COVID Bounce Back Loan
Total
2021
£
55,976
30,000
_______
85,976
________
Current liability
Non-current liability
2021
£
3,280
82,696
_______
Total
85,976
_______
2020
£
-
-
______
-
______
2020
£
-
-
______
-
______
Director Loan: On 16 April 2020, the Company entered into a £50,000 secured term facility agreement
with M Irvine for the purpose of providing working capital to Rockpool. The initial term of the loan
facility was 12 months, with interest to accrue at 10% per annum. The term of the loan was then
extended in 2021 for a further 12 months.
COVID Bounce Back Loan: The Company received a £30,000 COVID Bounce Back Loan from
Danske Bank in July 2021. The loan term is 6 years with Capital Repayment holiday for 12 months.
interest rate is 2.5% per annum and repayments start August 2021.
15. Related Parties
Remuneration of Key Management
See note 9 for details of key management remuneration.
Transactions with Related Parties
Cordovan Capital Management Limited (“Cordovan Capital”)
On 9 June 2017 the Company entered into an agreement with Cordovan Capital, a company in which
M Irvine is a director and shareholder, regarding a three years exclusive mandate to provide corporate
finance services to the Company. The fee to be charged to Cordovan Capital amounts to 3 per cent
of the enterprise value of any completed acquisition, paid from either net proceeds of new capital
raised prior to or at the time of the acquisition.
M Irvine entered into a letter of appointment with the Company dated 7 July 2017 to act as non-
executive director of the Company with effect from 21 March 2017. Cordovan Capital is entitled to a
director’s fee of £12,000 per annum for the provision of M Irvine’s services. A total of £14,400
(2020 - £14,400) was charged to the Company during the period inclusive of VAT.
On 16 April 2020, the Company entered into a £50,000 secured term facility agreement with M Irvine
for the purpose of providing working capital to Rockpool. The initial term of the loan facility was 12
months, with interest to accrue at 10% per annum. The term of the loan was then extended in 2021
for a further 12 months.
35
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 MARCH 2021
15. Related Parties (continued)
Transactions with Related Parties (continued)
McCarthy Denning Limited (“McCarthy Denning”)
On 31 March 2017, the Company entered into an agreement with McCarthy Denning, a company in
which R A D Beresford is Chairman and shareholder, regarding services relating to the preparation of
a prospectus and admission to standard segment of the London Stock Exchange. R A D Beresford is
also the sole shareholder of Slievemara Consulting Limited, a company through which he provides his
services as a lawyer to McCarthy Denning. Slievemara Consulting Limited is entitled to receive
approximately 25 per cent of all fees received from the Company by McCarthy Denning and, in
addition, 50 per cent of any fees paid by the Company to McCarthy Denning in respect of work that
R A D Beresford undertakes personally.
On 10 April 2017, the Company entered into an agreement with McCarthy Denning regarding a three
years exclusive engagement to provide legal services to the Company. The fee arrangement with
Slievemara Consulting Limited in respect of this work is the same as that described above.
A total of £6,944 (2020 - £21,734) has been paid to McCarthy Denning during the period in respect of
legal services. The amount due to McCarthy Denning as at 31 March 2021 amounted to £33,151
(2020 - £Nil).
16. Contingent Liabilities and Capital Commitments
There were no contingent liabilities or capital commitments at 31 March 2021.
17. Ultimate Controlling Party
The Directors believe there to be no ultimate controlling party.
18. Events After the Reporting Period
The directors do not consider there to be any significant events after the reporting period.
36