ROCKPOOL ACQUISITIONS PLC
REGISTERED NUMBER NI644683
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 MARCH 2022
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
c/o Cordovan Capital Management Limited
Suite 102
Urban HQ
5-7 Upper Queen Street
Belfast BT1 6FB
Solicitors
McCarthy Denning Limited
42 Mincing Lane
London EC3R 7AE
Independent Auditor
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 2022. During the year the
Company reported a profit of £56,654 (2021, loss of £36,077). As at the Statement of Financial Position
date the Company had £1,206,254 of cash balances.
The most significant development during the year was the decision, announced on 11 January 2022, of the
Board of Rockpool to abandon the proposed acquisition of Greenview Gas Limited (“Greenview”) which it
had been contemplated would be made pursuant to the option agreement entered into in January 2019. As
the Board had previously indicated to the market, the Company had wanted for some time to progress with
the completion of the acquisition, but, for various reasons, including a lack of funds available to pay the
associated costs, it had not been possible to do so. The Board eventually decided to abandon the
acquisition of Greenview in favour of seeking an alternative transaction. That course was made feasible by
Greenview finding a party to provide funding to Greenview in order to allow it to repay the debt it owed to
Rockpool. That repayment (with a small premium coming to £1.2m in total) and the termination of the option
agreement were announced just after the end of the financial year, on 1 April 2022.
The receipt of that sum settled all of Greenview's liabilities to the Company and enabled the Company to
settle all its own financial obligations and leave it with funds that are anticipated to be sufficient to cover the
transaction costs of making, in due course, an alternative acquisition (on the assumption that the
consideration for such an alternative acquisition would consist wholly of new shares in the Company) and
of the Company's subsequent readmission to the market, and leave it with funds for working capital.
Following the termination of the Greenview acquisition the Company applied to the FCA for the lifting of the
suspension of the Listing of the Company’s shares, and that suspension was lifted on 27 May 2022. The
Company is now actively engaged in seeking alternative acquisition targets and anticipates being able to
make an announcement regarding its progress in that regard within the next few months.
I would like to thank all those who have assisted the Company during the past number of years including
advisers and creditors for whose support we remain grateful. I would also like to thank the shareholders
for their patience during the very long period in which trading in the Company’s shares was suspended.
I look forward to a positive year ahead which will hopefully see significant progress for the Company and,
potentially, the completion of an acquisition.
R A D Beresford
Non-Executive Chairman
6th September 2022
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 in a number of sectors.
Michael Hamilton Irvine
Non-Executive Director
Mike Irvine is an FCA with over 20 years of experience, the last 20 of which have been spent in Corporate
Finance and Investment. Mike trained with PwC in London before joining KPMG’s corporate finance team
in Belfast and subsequently setting up the Northern Ireland operations of Davy Stockbrokers. Mike founded
Cordovan Capital Management Limited in 2011 and has since been focused on small company private
equity investment predominantly in the Northern Ireland market, but also selectively investing across the
rest of the UK and Ireland.
Neil Robert Adair
Non-Executive Director
Neil Adair is an FCA and UK Licensed Insolvency Practitioner with over 35 years of experience in corporate
finance and restructuring, corporate and commercial banking, and “hands-on” operational business
management. Neil trained with PwC, leaving the firm as a senior manager to become a Corporate Finance
and Restructuring Partner at RSM. His experiences also include setting up the corporate lending and
treasury operations of the former Anglo Irish Bank in Northern Ireland, followed by assuming the role of
Managing Director of a substantial privately-owned property investment, development and trading group
with operations spanning Ireland, the UK and Europe.
Presently, Neil is a co-founder investor and director of RIADA Capital Partners, a transformational private-
equity investment and advisory firm, currently holding investments across a broad range of sectors.
4
ROCKPOOL ACQUISITIONS PLC
STRATEGIC REPORT
The Directors present their Strategic Report for the year ended 31 March 2022.
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. On 1 April 2022 it announced that the Option had been terminated,
the Company had been repaid the loans that it had made to Greenview, and that the Company would be
seeking alternative targets for an acquisition.
Performance of the Business and Position at the End of the Year
The Company reported a profit of £34,215 for the year ended 31 March 2022 (2021 – loss of £36,077).
The Greenview loan and accrued interest were fully repaid during the year. Net assets as at the year-end
were £909,264 (2021 - £875,049), with £1,206,254 in cash balances held at that date (2021 - £24,983).
Loans of £88,226 were outstanding at the year-and (2021 - £85,976).
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.
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 a
target company. The Board remains hopeful that it will complete such a transaction in due course, to the
benefit of all shareholders.
Environmental and Social Matters
The Company does not currently trade 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 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 has 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.
Funding an Acquisition
Further funds may be needed in order to complete the acquisition of a target business once it has been
identified. The Company may therefore need to seek additional equity or debt financing to complete a
transaction and may be unsuccessful in attempting to do so.
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.
Following elections in May of this year, the Assembly has not been sitting full time because the
Democratic Unionist Party (“DUP”) has refused to vote for a Speaker. The party is refusing to re-enter the
power-sharing government as part of its protest over the Northern Ireland Protocol. Without a Speaker, the
Assembly cannot function, but a Speaker can only be elected with support from a majority of unionist and
nationalist members and this is not possible without the DUP.
DUP leader Sir Jeffrey Donaldson has said that his party would not be supporting the election of a new
speaker. He said his party wanted to see more progress on the Northern Ireland Protocol Bill in
Parliament first, and will also assess how the new prime minister will view the legislation and any
negotiations with the EU.
The continued disruption of the work of the Assembly, and the Northern Ireland Government, or a
subsequent suspension of the Assembly might adversely affect the business of any acquisition that the
Company pursues. This could impact on the Company’s ability to achieve positive returns for shareholders.
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 which is likely to be headquartered or materially based in Northern
Ireland, although the Board of Directors has stated that it will consider targets that are headquartered or
materially based elsewhere.
7
ROCKPOOL ACQUISITIONS PLC
STRATEGIC REPORT
Some key decisions were taken by the Board since the beginning of April 2021 which were aimed to deliver
on this strategy. These included:
• Deciding to abandon the proposed acquisition of Greenview; and
• Continuing to restrict cash outflows to the minimum levels in order to preserve cash levels until the
loans to Greenview were repaid.
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 6th September 2022.
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 2022.
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 (2021- £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 (2021- £Nil) and the Directors do not recommend payment of a final
dividend (2021- £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 strategic
issues.
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 Mike Irvine and
Neil 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 2022
No.
Ordinary shares
31 March 2021
No.
1
437,501
125,001
1
437,501
125,001
Note: M H 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.
Employees
The Company has no employees other than the Directors.
Substantial Interests
As at 31 March 2022, 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.
Further details regarding risks are detailed in note 2i to the financial statements.
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual 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 UK-adopted international
accounting standards. 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 UK-adopted international accounting standards 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 UK-adopted
international accounting standards, 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 6th September 2022 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 2022.
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 2022.
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 2022
Fees £
31 March 2021
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 2022 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 (2021 - none). The Company has not paid out any excess
retirement benefits to any Directors (2021 - 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
4.75
4.75
4.75
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
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.
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.
Pension
Benefits
Annual Bonus
N/A
N/A
N/A
Not awarded
Not awarded
None to be paid until after the
completion of a transaction.
N/A
N/A
N/A
N/A
N/A
N/A
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
6th September 2022
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 2022 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 UK-adopted international accounting standards.
In our opinion, the financial statements:
• give a true and fair view of the state of the company’s affairs as at 31 March 2022 and of its profit
for the year then ended;
• have been properly prepared in accordance with UK-adopted international accounting standards;
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 listed 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.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 is based on
the level of cash at bank compared to contracted and committed expenditure over the going concern period.
Based on the work we have performed, we have not identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue
as a going concern for a period of at least twelve months from when the financial statements are authorised
for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in
the relevant sections of this report.
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.
16
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 £37,200 (2021: £35,800), 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 £26,000 (2021: £25,000) based upon our cumulative knowledge of the Company and its control
environment, whilst the threshold for reporting unadjusted differences to those charged with governance
was set at £1,860 (2021: £1,790). 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 any 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.
Key Audit Matter
How our scope addressed this matter
Management override of controls
Under ISA (UK) 240 “The Auditor’s responsibility to
consider fraud in an audit of financial statements”,
there is a presumed significant risk of management
override of the system of internal controls.
The primary responsibility for the prevention and
detection of fraud rests with management.
They are responsible for establishing a sound
system of internal control designed to support the
achievement of policies, aims and objectives and
to manage the risks facing the entity; this includes
the risk of fraud.
Our audit is designed to provide reasonable
assurance that the financial statements as a whole
are free from material misstatement, whether
caused by fraud or error.
Our work in this area included:
▪ A review of journals processed during the
period under review and in the preparation of
the financial statements to determine
whether these were appropriate.
▪ A review of key estimates, judgements and
assumptions within the financial statements
for evidence of management bias and agree
to appropriate supporting documentation.
▪ An assessment of whether the financial
results and accounting records include any
significant or unusual transactions where the
economic substance is not clear.
We did not identify any instances of management
override of controls.
17
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.
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 statement of directors’ responsibilities, 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.
18
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.
• 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 Board minutes, review of
Regulatory News Service (RNS) announcements 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 financial statements for the
period ended 31 March 2018 and subsequent financial periods. Our total uninterrupted period of
engagement is 5 years, covering the periods ended 31 March 2018 to 31 March 2022.
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.
19
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
15 Westferry Circus
Canary Wharf
London E14 4HD
6th September 2022
20
ROCKPOOL ACQUISITIONS PLC
COMPANY NUMBER NI644683
STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 31 MARCH 2022
Other income
Administrative expenses
Operating loss
Finance income
Finance costs
Profit/(Loss) before taxation
Income tax
Profit/(Loss) for the year attributable to equity shareholders
Total Comprehensive Income attributable to equity shareholders
Earnings per share attributable to equity shareholders
Basic and diluted (pence)
Note
2022
£
2021
£
9
3
6
7
65,381
(101,392)
______
-
(129,235)
______
(36,011)
(129,235)
99,405
(6,740)
______
99,134
(5,976)
______
56,654
(36,077)
(22,439)
______
-
______
34,215
______
(36,077)
______
34,215
______
(36,077)
______
5
0.27
______
(0.28)
______
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 2022
Assets
Current Assets
Trade and other receivables
Cash and cash equivalents
Total Assets
Current Liabilities
Trade and other payables
Borrowings
Corporation tax
Net Current Assets
Non-Current Liabilities
Borrowings
Share capital
Share premium
Retained deficit
Total equity and liabilities
Note
31 March 31 March
2021
£
2022
£
9
- 1,122,803
1,206,254
24,983
________ ________
1,206,254 1,147,786
________ ________
11
13
186,325
68,619
22,439
_______
186,761
3,280
-
_______
277,383
_______
190,041
_______
928,871
957,745
13
10
10
19,607
_______
82,696
_______
636,250
461,250
(188,236)
_______
636,250
461,250
(222,451)
_______
1,206,254 1,147,786
_______
_______
These Financial Statements were approved and authorised for issue by the Board of Directors and were
signed on its behalf on 6th September 2022.
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 2022
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
At 1 April 2021
Profit for the year
Total comprehensive income for the year
Balance as at 31 March 2022
Attributable to equity shareholders
Share
capital
£
Share
premium
£
Retained
deficit
£
Total
£
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
_______
636,250
_______
461,250
_______
(222,451)
_______
875,049
_______
-
_______
-
_______
34,215
_______
34,215
_______
-
_______
-
_______
34,215
_______
34,215
_______
636,250
_______
461,250
_______
(188,236)
_______
909,264
_______
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 2022
2022
£
2021
£
Cash Flows from Operating Activities
Profit/(Loss) for the year before taxation
56,654
(36,077)
Changes in working capital:
(Increase)/Decrease in trade and other receivables
(Decrease)/Increase in trade and other payables
2,228
(38,249)
_______
(96,935)
68,731
_______
Net Cash generated from/(used in) Operating Activities
20,633
(64,281)
Cash Flows from Financing Activities
Receipt of Greenview loan, net of advances
COVID Bounce Back Loan (repaid)/received
Directors’ Loan received
Net Cash generated from financing Activities
Net Increase in Cash and Cash Equivalents
Cash and cash equivalents at the beginning of the year
Cash and Cash Equivalents at the End of the Year
1,164,638
(4,000)
-
_______
-
30,000
55,976
_______
1,161,638
85,976
1,181,271
21,695
24,983
_______
3,288
_____
1,206,254
_______
24,983
_______
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 2022
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 c/o Cordovan Capital
Management, Suite 102, Urban HQ, 5-7 Upper Queen Street, Belfast, Northern Ireland, United
Kingdom, BT1 6FB.
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. The financial statements have also been prepared under the historical
cost convention.
The preparation of financial statements in conformity with UK 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 company has applied the following standards and amendments for the first time for its
annual reporting period commencing 1 April 2021:
• Amendments to IFRS 9, IAS 39, IFRS 7 IFRS 4, IFRS 16: Interest Rate Benchmark
Reform-Phase 2; and
• Amendments to IFRS 16: Leases – COVID-19 related rent concessions beyond 30 June
2021
The adoption of the above standards and amendments have not had any material impact on
disclosures or on the amounts reported in the financial statements.
The IASB and IFRIC have issues the following standards and interpretations which are in issue
but not in force on 31 March 2022:
• Amendments to IAS 1: Presentation of Financial Statements: Classification of Liabilities
as Current or Non-current - TBC
• Amendments to IAS 1: Classification of Liabilities as Current or Non-current – Deferral of
Effective Date - TBC
• Amendments to IFRS 3: Business Combinations – Reference to the Conceptual
Framework - 1 January 2022
• Amendments to IAS 16: Property, Plant and Equipment 1 January 2022
• Amendments to IAS 37: Provisions, Contingent Liabilities and Contingent Assets - 1
January 2022
• Annual Improvements to IFRS Standards 2018-2020 Cycle - 1 January 2022
• Amendments to IAS 1: Presentation of Financial Statements and IFRS Practice
Statement 2: Disclosure of Accounting Policies – TBC
• Amendments to IAS 8: Accounting policies, Changes in Accounting Estimates and Errors
– Definition of Accounting Estimates - TBC
• Amendments to IAS 12: Income Taxes – Deferred Tax related to Assets and Liabilities
arising from a Single Transaction – TBC
25
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 MARCH 2022
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 which demonstrate that the Company has more than
adequate cash reserves to meet its the Company will continue to be able 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.
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.
26
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 MARCH 2022
2.
Summary of Significant Accounting Policies (continued)
c)
Financial Instruments (continued)
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 2022
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 2022
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.
h)
Equity
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 monies
returned to the Company by Greenview are being held as cash to enable the Company to meet
its ongoing commitments and 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 2022
2.
Summary of Significant Accounting Policies (continued)
i)
Financial Risk Management (continued)
Controls over expenditure are carefully managed, in order to maintain the Company’s 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
£909,264 as at 31 March 2022 (2021 - £875,049).
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.
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.
30
ROCKPOOL ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 MARCH 2022
3
Expenses by Nature
Directors’ fees
Legal and professional fees
Audit and assurance fees
FCA and LSE fees
Other expenses
Total
4.
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 audit of the
Company’s interim financial statements
2022
£
2021
£
36,000
11,914
15,796
36,884
798
______
36,000
33,330
15,500
43,649
756
______
101,392
______
129,235
______
2022
£
2021
£
16,000
15,700
-
______
1,250
______
16,000
______
16,950
______
5.
Earnings per share
Basic earnings per share is calculated by dividing the Profit/(Loss) 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.
Profit/(Loss) for the year from continuing operations
Weighted average number of ordinary shares in issue
2022
£
2021
£
34,215
(36,077)
_________ _________
12,725,003 12,725,003
_________ _________
Basic and diluted earnings per share (pence) 0.27
____
(0.28)
____
31
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 MARCH 2022
6.
Finance Income
Interest income on loans
7.
Income Tax Expense
Tax Charge for the Period
2022
£
2021
£
99,405
______
99,134
______
Taxation of £22,439 arises on the result for the year (2021 - 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:
Profit/(Loss) before taxation
Profit for the year before taxation multiplied by the standard rate of
UK Corporation Tax of 19% (2021 - 19%)
Expenses not deductible for tax purposes
Income taxed on receipt
Losses carried forward on which no deferred tax asset is recognised
Brought forward losses utilised in the year
Current tax
2022
£
2021
£
56,654
______
(36,077)
______
10,764
(6,855)
7,008
62,226
-
(57,559)
______
8,293
(17,700)
16,262
-
______
22,439
______
-
______
Factors Affecting the Tax Charge of Future Periods
Tax losses available to be carried forward by the Company at 31 March 2022 against future profits
are estimated at £nil (2021 - £302,944).
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 2022
8.
Directors’ Remuneration
Remuneration for qualifying services
R A D Beresford
M H Irvine
N R Adair
Total
2022
£
2021
£
36,000
______
36,000
______
12,000
12,000
12,000
______
12,000
12,000
12,000
______
36,000
______
36,000
______
There are no other employees in the Company apart from the above Directors (2021 - none).
9.
Trade and Other Receivables
Loan receivable
Accrued loan interest
Other receivables
Total
2022
£
2021
£
793,070
327,505
2,228
________ ________
-
-
-
- 1,122,803
________ ________
The fair value of all receivables is the same as their carrying values stated above.
The loan and accrued loan interest were fully repaid during the year, inclusive of a settlement premium
of £65,381, which is included within Other Income.
33
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 MARCH 2022
10. Share Capital and Premium
At 31 March 2022
At 31 March 2021
11. 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
_______ ________
2022
£
2021
£
186,325
-
_______
151,399
35,362
_______
186,325
_______
186,761
_______
12. 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, the
provision of consultancy services and the payment of interest on loans.
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 excluding tax
Borrowings
2022
£
2021
£
- 1,120,575
24,983
1,206,254
________ ________
186,325
88,226
186,761
85,976
________ ________
34
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 MARCH 2022
13. Borrowings
Director Loan (Note 14)
Danske Bank COVID Bounce Back Loan
Total
2022
£
62,226
26,000
_______
88,226
________
Current liability
Non-current liability
2022
£
68,619
19,607
_______
Total
88,226
_______
2021
£
55,976
30,000
______
85,976
______
2021
£
3,280
82,696
______
85,976
______
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 extended
in 2021.
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 started in August 2021.
14. Related Parties
Remuneration of Key Management
See note 8 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-year 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
(2021 - £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 extended in 2021.
35
ROCKPOOL ACQUISITIONS PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 MARCH 2022
14. 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.
A total of £Nil (2021 - £6,944) has been paid to McCarthy Denning during the period in respect of legal
services. The amount due to McCarthy Denning as at 31 March 2022 amounted to £45,065 (2021 -
£33,151).
15. Contingent Liabilities and Capital Commitments
There were no contingent liabilities or capital commitments at 31 March 2022.
16. Ultimate Controlling Party
The Directors believe there to be no ultimate controlling party.
17. Events After the Reporting Period
The directors do not consider there to be any significant events after the reporting period.
36