17th December 2021
Ridgecrest plc
("Ridgecrest" or the "Group")
UNAUDITED HALF YEAR RESULTS
For the six months ended 30 September 2021
Chairman's statement
"Ridgecrest Plc (formerly Nakama Global Plc) became an AIM Rule 15 cash shell on 5 January 2021. On 20 January 2021 the Company announced that it had raised £2.0 million (before expenses) via a placing of 333,333,337 new shares at an issue price of 0.6p per share. At the same time Tim Sheffield (formerly Chairman of the Company) stepped down from the board and James Normand and Phil Holt were appointed as directors.
Since then, and in consultation with our advisers, the board has met with over 20 businesses across multiple sectors looking to reverse into Ridgecrest. Whilst many of these discussions ended at a preliminary stage we were able, during the first half of the year, to progress discussions with a couple of businesses to draft heads of terms stage. However, for a variety of reasons these discussions were then terminated.
As a result of not announcing a reverse takeover within 6 months of becoming an AIM Cash Shell, trading in Ridgecrest's shares was suspended on AIM on 6 July 2021, in accordance with the AIM Rules for Companies. At the same time as trading was suspended we announced that we had entered into non-binding heads of agreement with Mr Cristian Rada, as a result of which, subject to, inter alia, the execution of a legally binding share purchase agreement, Ridgecrest would acquire Airline Invest SA ("Airline Invest") and its wholly owned subsidiaries, Blue Air Aviation SA and Blue Air Technic SRL.
As a condition of this transaction Airline Invest SA was required to raise pre-IPO funding and unfortunately this was not concluded by the required extended deadline. As a result, the Board terminated discussions with Mr Rada on 25 October 2021. Subsequently we have had discussions with a technology business but again these talks broke down and the potential reverse takeover was not able to proceed.
As at today, the Company has approximately £1.7 million of cash. Currently, we are in advanced discussions to invest a significant proportion of our cash resources in a business within the hospitality sector and term sheets are being prepared. If this transaction proceeds the Board expects the hospitality business to seek a listing on the Access segment of the AQSE Growth Market in 2022 and it is currently intended that Ridgecrest's investment will be distributed to shareholders on a pro rata basis. Discussions are at a preliminary stage and there can be no guarantee that a transaction will proceed.
As it will not be possible for Ridgecrest to undertake and conclude a reverse takeover within 12 months of the Company becoming an AIM Cash Shell on 5 January 2021, admission of Ridgecrest's shares to trading on AIM market is expected to be cancelled on 7 January 2022 (before any investment in the hospitality business can be concluded). A separate announcement will be made nearer the time. As at today the Company has approximately £1.7 million of cash.
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The Board will continue to keep shareholders updated on the proposed transaction."
During the 6 months to 30 September 2021 the Company generated no revenue and incurred £206k of administrative costs. At 30 September 2021 the Company had net assets of £1,768k and this was comprised almost entirely of cash at bank (being £1,784k).
Enquiries: | |
Ridgecrest plc | www.ridgecrestplc.com |
Robert Thesiger, Chairman | 07714 502807 |
Allenby Capital Limited (Nominated Adviser & Joint | |
Broker) | www.allenbycapital.com |
Nick Naylor / Liz Kirchner | 020 3328 5656 |
Peterhouse Capital Limited (Joint Broker) | |
Lucy Williams / Duncan Vasey | 020 7469 0930 |
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CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
6 months to | ||||
30 Sep 21 | ||||
Unaudited | ||||
£'000 | ||||
Revenue | - | |||
Cost of sales | - | |||
Net fee income | - | |||
0% | ||||
Administrative costs | (206) | |||
Operating loss | (206) | |||
Finance costs | - | |||
Group gain on sale of subsidiaries | - | |||
Other income | - | |||
(Loss) profit on ordinary activities | ||||
(206) | ||||
before taxation | ||||
Tax expense | - | |||
(Loss) profit for the period attributable to | ||||
(206) | ||||
equity shareholders | ||||
(Loss) profit per share | ||||
Basic and diluted (loss) profit per share from | (0.08) p | |||
continuing operations | ||||
CONSOLIDATED STATEMENT OF | ||||
RECOGNISED INCOME AND EXPENSE | ||||
(Loss) profit for the period | (206) | |||
Foreign currency translation difference | - | |||
Total recognised income and expense for the | ||||
(206) | ||||
period attributable to equity shareholders | ||||
6 months to | Year ended | |
30 Sep 20 | 31 Mar 21 | |
Unaudited | Audited | |
£'000 | £'000 | |
3,139 | 4,633 | |
(2,307) | (3,432) | |
832 | 1,201 | |
27% | 26% | |
(928) | (1,684) | |
(96) | (483) | |
(3) | (5) | |
- | 437 | |
- | 88 | |
(99) | 37 | |
- | (30) | |
(99) | 7 | |
(0.08) p | 0.00 p |
(99) | 7 | |
(2) | (9) | |
(101) | (2) | |
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | ||||||||
Employee | ||||||||
Share | Share | Merger | share | Currency | Retained | Total | ||
capital | premium | reserve | benefit | reserve | earnings | equity | ||
reserve | ||||||||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||
Six months ended 30 September 2021 | ||||||||
At 1 April 2021 | 1,936 | 4,097 | 90 | (61) | 3 | (4,091) | 1,974 | |
Loss for the six months | - | - | - | - | - | (206) | (206) | |
At 30 September 2021 | 1,936 | 4,097 | 90 | (61) | 3 | (4,297) | 1,768 | |
Six months ended 30 September 2020 | ||||||||
At 1 April 2020 | 1,602 | 90 | (61) | 5 | (4,014) | 202 | ||
Profit for the six months | - | - | - | - | - | 12 | 12 | |
Other comprehensive losses | - | - | - | - | (6) | - | (6) | |
Total comprehensive profit (loss) for the six months | - | - | - | - | (1) | 12 | 6 | |
At 30 September 2020 | 1,602 | - | 90 | (61) | 4 | (4,002) | 208 | |
Year ended 31 March 2021 | ||||||||
At 1 April 2020 | 1,602 | 90 | (61) | 5 | (4,014) | 202 | ||
Profit for the year | - | - | - | - | - | 7 | 7 | |
Other comprehensive income | - | - | - | - | (9) | - | (9) | |
Total comprehensive income for the year | - | - | - | - | (9) | 7 | (2) | |
At 31 March 2021 | 1,936 | 4,097 | 90 | (61) | 3 | (4,091) | 1,974 | |
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CONSOLIDATED BALANCE SHEET
As at 30 September 2021
30 Sep 2021 | 30 Sep 2020 | 31 Mar 2021 | |
Unaudited | Unaudited | Audited | |
£'000 | £'000 | £'000 | |
Non-current assets | |||
Property, plant and equipment | - | 13 | - |
Deferred tax asset | - | 18 | - |
Total | - | 31 | - |
Current assets | |||
Trade and other receivables | 36 | 771 | 47 |
Cash and cash equivalents | 1,784 | 253 | 2,001 |
Total | 1,820 | 1,024 | 2,048 |
Total assets | 1,820 | 1,055 | 2,048 |
Liabilities | |||
Current liabilities | |||
Trade and other payables | (52) | (770) | (74) |
Borrowings | - | (294) | - |
Total | (52) | (1,064) | (74) |
Net assets | 1,768 | (9) | 1,974 |
Equity | |||
Ordinary shares | 1,936 | 1,602 | 1,936 |
Share premium | 4,097 | 2,580 | 4,097 |
Merger reserve | 90 | 90 | 90 |
Employee share benefit trust reserve | (61) | (61) | (61) |
Currency reserve | 3 | 43 | 3 |
Retained earnings | (4,297) | (4,264) | (4,091) |
Total equity | 1,768 | (9) | 1,974 |
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Ridgecrest plc published this content on 17 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 December 2021 09:38:04 UTC.