Investment vehicle Rockpool Acquisitions, a special purpose acquisition company (SPAC) based in Belfast, has entered into heads of terms relating to the proposed acquisition of Amcomri Group, the holding company for a group that consists of nine SMEs acquired over the past five years in the engineering and manufacturing sectors, as well as specialist printing.
The terms of the acquisition value the existing issued share capital of Rockpool at £1m, or approximately £0.0786 per ordinary share.
The deal is subject to certain conditions, including obtaining of a whitewash under Rule 9 of the Takeover Code, there being no adverse change or deterioration in the business, assets, financial or trading position or prospects of Amcomri or its subsidiaries “between the date of the heads and completion which is in the reasonable opinion of the Rockpool board, material and on due diligence”.
Listed on the London Stock Exchange, Rockpool was founded by Neil Adair, Mike Irvine, and Richard Beresford in 2017. If completed, the Amcomri deal will constitute a reverse takeover (RTO) under the rules of the Stock Exchange.
The company therefore requested a suspension of its listing pending either the issue of an announcement giving further details of the RTO, the publication of a prospectus, or an announcement that the RTO is no longer in contemplation. The suspension took effect immediately upon request last Tuesday (15 November).
Mike Irvine, co-founder and non-executive director of Rockpool, said: “I am delighted that we are able to announce the potential acquisition of Amcomri which is intended to see Rockpool transform from a SPAC into a profitable trading enterprise.
“Amcomri’s track record of successfully acquiring businesses and its wealth of experience in optimising business performance when combined with the opportunities for further acquisitions that a listing should provide, make the acquisition a transaction that should create value for both the Rockpool and Amcomri shareholders.”
Amcomri purchased Calne, Wiltshire-based Bex Design & Print, which supplies the electronics, medical, green energy, and traffic and site management sectors, in March and also owns printed tape specialist Premier Limpet.
