18 February 2021

 Ridgecrest plc

("Ridgecrest" or the "Company")

Result of AGM

and update regarding suspension of trading

Ridgecrest, an AIM Rule 15 cash shell, announces that at its annual general meeting ("AGM") held earlier today, all resolutions were duly passed. The resolutions passed at the AGM included, inter alia, resolutions to approve the issue of the 333,333,337 new ordinary shares pursuant to a placing, details of which were announced on 20 January 2021 (the "Placing"). Accordingly, the 333,333,337 new ordinary shares are expected to be admitted to trading on AIM tomorrow, 19 February 2021 ("Admission"), to complete the Placing. 

Following completion of the Placing the Company will have approximately £2.0 million of cash (before any adjustment pursuant to the completion accounts mechanism in connection with the disposal of the Company's trading businesses, details of which were announced on 9 December 2020).  Such cash equates to 0.44 pence per ordinary share (based on the enlarged share capital following completion of the Placing).

Update regarding restoration of trading

On 28 January 2021, London Stock Exchange plc (the "Exchange") suspended trading in the Company's ordinary shares due to a deterioration in settlement performance. The Exchange has informed the Company that it will continue to monitor the settlement performance of the Company's ordinary shares and, when this improves, trading in the Company's ordinary shares will be restored.  Such restoration will be effected by way of a Stock Exchange Notice and the Company will make further announcements as appropriate.  The Directors believe that Admission will result in the settlement issues in the Company's ordinary shares being quickly resolved.

Update regarding potential reverse takeover candidates

As an AIM Rule 15 cash shell the Company has been evaluating various potential reverse takeover candidates.  Discussions with potential reverse candidates held to date have been very preliminary and, whilst the Directors are committed to pursuing a successful reverse takeover, there can be no certainty that a reverse takeover will be completed by the Company.  As an AIM Rule 15 cash shell 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 becoming an AIM Rule 15 cash shell (as announced on 5 January 2021) or be re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least £6 million), failing which the Company's ordinary shares would then be suspended from trading on AIM pursuant to AIM Rule 40. Admission to trading of the Company's ordinary shares on AIM would be cancelled six months from the date of any suspension should the suspension not have been lifted beforehand.

AIM Rule 14 requires that any negotiations in respect of a reverse takeover be kept confidential until such time as a company can announce that a binding agreement has been entered into; and that, as far as is possible, this should be accompanied by the publication of the requisite admission document.

The Directors have noted that prior to the suspension of trading in the Company's ordinary shares, those shares were trading at levels materially above the Company's net asset value per share. Whilst the Directors cannot, at this time, predict what value any reverse takeover candidate would ascribe to the Company, they will seek to achieve a premium to the Company's net asset value in line with recent reverse takeover transactions.  However, there can be no guarantee that the Company will be able to undertake a reverse takeover transaction nor what valuation will be ascribed to the Company in a reverse takeover transaction.

Total Voting Rights

Upon Admission, the Company's enlarged issued share capital will comprise 451,124,778 ordinary shares. The Company does not hold any ordinary shares in treasury. Therefore, the total number of ordinary shares in the Company with voting rights will be 451,124,778. The aforementioned figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Details of proxy votes received from shareholders in respect of the AGM

*Includes discretionary votes.

**A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "For" or "Against" any of the resolutions.

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