TIDMRDGC
RNS Number : 2329M
Ridgecrest PLC
20 January 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, RUSSIA, CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND,
THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY
SHARES OF RIDGECREST PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF REGULATION 11 OF THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS
2019/310. MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS
CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS PREVIOUSLY BECAME AWARE OF SUCH INSIDE INFORMATION. UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND ALL SUCH PERSONS
SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
20 January 2021
Ridgecrest plc
("Ridgecrest" or the "Company" or the "Group")
Placing to raise GBP2.0 million, board changes and appointment
of joint broker
Ridgecrest (formerly Nakama Group plc), an AIM Rule 15 cash
shell, is pleased to announce that the Company has conditionally
raised GBP2.0 million (before expenses) via a proposed placing (the
"Placing") of 333,333,337 new ordinary shares of 0.01p each (the
"Ordinary Shares") at an issue price of 0.6p (the "Placing Price")
per new Ordinary Share (the "Placing Shares"). The Placing is
conditional, inter alia, on approval by the Company's shareholders
of resolutions granting authority to its directors to allot and
issue the Placing Shares on a non-pre-emptive basis at the 2021
annual general meeting (the "AGM"), proposed to be convened by the
Company in February 2021, further details of which are set out
below. The Placing is not underwritten and has been arranged by
Peterhouse Capital Limited, which has also been appointed as the
Company's joint broker with immediate effect.
Background to the Placing
The Company announced on 5 January 2021 completion of the
disposal (the "Disposal") of the entirety of its recruitment
operating businesses (the "Businesses") to Sanderson Group
("Completion") and accordingly, the change of the Company's status
to an AIM Rule 15 cash shell. As such, the Company is required to
make an acquisition or acquisitions constituting a reverse takeover
under AIM Rule 14 on or before the date falling six months from
Completion or be re-admitted to trading on AIM as an investing
company under the AIM Rules (which requires the raising of at least
GBP6.0 million) failing which, the Ordinary Shares would be
suspended from trading on AIM pursuant to AIM Rule 40. Admission to
trading of the Ordinary Shares on AIM would then be cancelled six
months from the date of any suspension should the suspension not
have been lifted beforehand.
The Company intends to use the net proceeds of the Placing for
its general working capital purposes and to assist it in
identifying and pursuing acquisition opportunities. There can be no
certainty however that a suitable acquisition opportunity will be
identified nor that such an acquisition would proceed to completion
in the timeframes mentioned above, or at all.
Full details of the Disposal were set out in the Company's
announcement of 9 December 2020 (the "Disposal Announcement").
As noted in the Disposal Announcement, the final GBP50,000 of
cash consideration owing in respect of the Disposal is due to be
paid to the Group following the preparation (on or before the date
falling 25 business days after Completion) and subsequent agreement
or determination of completion accounts in respect of the
Businesses. The consideration payable to the Group may be increased
or decreased to the extent that, and by the amount (if any) by
which, the net assets or liabilities of the Businesses as at
Completion (after the write-down to zero of all applicable
intercompany balances) are less or greater than their net
liabilities as at 31 July 2020. The Company currently expects to
have net cash of approximately GBP200,000 once the completion
accounts have been finalised (and not taking into account the net
proceeds of the Placing).
As also noted in the Disposal Announcement, the decision was
taken in 2018 to cease trading in Australia and, whilst both of the
Group's dormant Australian subsidiaries in Sydney and Melbourne
(the "Australian Subsidiaries") are in liquidation, these
liquidation processes have not yet been concluded. The Group
previously had a number of significant intercompany balances with
the Australian Subsidiaries (both debits and credits) but these
were written off in the Company's accounts for the year ended 31
March 2019. The liquidator of the Australian Subsidiaries is in
periodic correspondence with the Company about settling the
intercompany balances and has also previously indicated to
creditors the availability of a potential insolvent trading claim
against the Company itself. The Board believes that any amounts due
from the Group to the Australian Subsidiaries should be netted off
against amounts previously owed by them to the Group. To date, the
liquidator has (through correspondence to the creditors of the
Australian Subsidiaries) indicated his intention to resolve the
matter in the first half of 2021. The Board believes that, whilst
the amount that could be claimed by the liquidator of the
Australian Subsidiaries is significant, the Group's potential
liability (if any) is likely to be relatively immaterial.
Board changes
The Company announces the resignation of Timothy Sheffield
(current Non-Executive Director) and the appointment of Philip Holt
and James Normand (both as Non-Executive Directors), all with
immediate effect.
Philip Holt
Mr Holt qualified as a chartered accountant with Deloitte
Haskins and Sells ("DH&S") in Manchester in 1986. Having spent
10 years at DH&S and 18 months working for DH&S in Atlanta,
USA, Mr Holt left DH&S to work in industry. Mr Holt has 24
years' experience in industry, initially working for large
corporates such as ICL, and Micro Warehouse, a NASDAQ quoted
company, but more recently in SME and start-up businesses which
were both publicly and privately owned often with private equity
backing. Mr Holt has held the position of Finance Director for
several companies operating in the IT, direct mail, distribution,
recruitment, and ship management sectors and has experience of
financial management and growing companies in the UK, Europe and
the US. He has extensive mergers and acquisitions experience in the
UK, Europe and the US dealing with both the financial aspects of
acquisitions and the post-merger integration of finance and
operational functions.
In the last few years Mr Holt has acted as a part time
FD/consultant for a number of small and growing businesses
providing help and guidance to the owners of those businesses. He
has held the position of non-board interim Chief Financial Officer
of Ridgecrest since January 2020.
In an unremunerated extra-curricular capacity, Mr Holt is
treasurer of the general committee at Camberley Heath Golf
Club.
Philip James Eric Holt (aged 60)
Current directorships/partnerships Past directorships/partnerships (last 5 years)
FD Consulting Ltd Gene Group Limited
Revolution Technology Limited
Revolution Financial Limited
Mr Holt was a director of SBS Group plc (now called SBS Group
Limited) ("SBS Group") when an administrative receiver was
appointed to SBS Group and associated group companies, being Jump
Port Limited and Ring Sound Limited, on 19 September 2003. An
administrative receiver was appointed to further group companies of
which Mr Holt was also a director, being SBS Group (Europe) Limited
and SBS (Teachers) Limited, on 24 September 2003. The
Administrative Receiver's report for SBS Group dated 17 December
2003 estimated a deficiency as regards creditors of GBP11,566,305
as at 19 September 2003.
James Normand
Mr Normand qualified as a Chartered Accountant in 1978, having
trained with Spicer and Pegler (now part of Deloitte). Following a
secondment to 3i plc, Mr Normand specialised for the next 15 years
in the provision of advice to management buy-out and buy-in teams
and on private company acquisitions, disposals and capital
raisings. Since 2002 Mr Normand has fulfilled management and
finance officer roles for a number of different commercial and
charitable organisations, mostly on a part-time basis. From 2009 to
2016, he was the full-time finance director of Pathfinder Minerals
Plc, an AIM-listed mining exploration company.
He is currently non-executive chairman of All Active Asset
Capital Limited and an executive director of Vela Technologies plc,
both of which are AIM-quoted investing companies, Mr Normand is
also non-executive chairman of Global Resources Investment Trust
plc, which is premium-listed on the London Stock Exchange.
In an unremunerated extra-curricular capacity, Mr Normand is
active in the governance of the Church of England, being Chair of
the London Diocesan Synod's House of Laity and Chair of the Finance
and HR Committees of the Bishop of London's Council.
James Patrick Normand (aged 66)
Current directorships/partnerships Past directorships/partnerships (last 5 years)
All Active Asset Capital Limited Pathfinder Minerals plc
All Active Asset Company Limited Ubecorp Limited (formerly Nyota Minerals Limited)
Vela Technologies plc Central Rand Gold Limited
Global Resources Investment Trust plc IM Minerals Limited
The London Diocesan Fund Free Trade Barter (UK) Limited (formerly Nyota
The London Diocesan Board of Finance Minerals (UK) Limited) (dissolved)
Micah Minerals Limited (dissolved)
Vox Markets Group plc
Mr Normand is a member of the trustee board of the Parochial
Church Council of the Ecclesiastical Parish of Holy Trinity with
Saint Paul Onslow Square and Saint Augustine South Kensington,
which is a body corporate under the terms of the Parochial Church
Councils (Powers) Measure 1956 and a charity subject to the
Charities Act 2011.
Mr Normand is currently a director of Global Resources
Investment Trust PLC ("GRIT"). On 21 December 2020, a Company
Voluntary Arrangement was considered and accepted without
modification by creditors in respect of GRIT.
Proposed grant of options
As part of the directors' remuneration arrangements, the Company
plans to award options over new Ordinary Shares to the directors.
The first of these options are expected to be awarded shortly and,
in aggregate, will represent up to 4.5% of the Company's current
issued share capital. Further announcements on option awards will
be made in due course.
Details of the Placing
Once issued, the Placing Shares will represent approximately 74
per cent. of the Company's share capital, as enlarged by the issue
of the Placing Shares. The Placing Price represents a 57 per cent.
discount to the mid-market closing price of an Ordinary Share on 19
January 2021, being the last business day immediately prior to this
announcement.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing Ordinary
Shares, including the right to vote and to receive all dividends or
other distributions and any return of capital made, paid or
declared in respect of such shares on or after their date of
issue.
Application will be made for the Placing Shares to be admitted
to trading on AIM promptly following their allotment and issue.
Annual General Meeting
The Company will shortly publish a circular convening its AGM to
be held in February 2021 at which the shareholder resolutions
needed, inter alia, to enable the Placing Shares to be issued will
be proposed. A further announcement will be made upon publication
of the circular convening the AGM.
Robert Thesiger, Chairman of Ridgecrest, said:
"We are pleased to announce this placing which, once completed,
will see us well capitalised to pursue acquisition opportunities
with a view to conducting a reverse takeover. 2020 highlighted the
value of the equity capital markets for companies and we are
focused on successfully executing a reverse takeover to deliver
value for our shareholders. I would like to thank Tim Sheffield for
his contribution to the Company as a director and take this
opportunity to welcome Philip Holt and James Normand to the
board."
Enquiries:
Ridgecrest plc www.ridgecrestplc.com
Robert Thesiger, Chairman 07714 502807
Allenby Capital Limited (Nominated Adviser
and Joint Broker) 020 3328 5656
Nick Naylor / Liz Kirchner (Corporate Finance)
Peterhouse Capital Limited (Joint Broker) 020 7469 0930
Lucy Williams / Duncan Vasey
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