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 (AMENDMENT) (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 £2.0 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 £2.0 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 £6.0 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 £50,000 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 £200,000 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)

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 £11,566,305 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)

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."

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