Romania’s Blue Air eyes UK IPO via reverse takeover

Ridgecrest, a cash shell company based in Surrey in the United Kingdom, announced plans on July 6 to engineer a “reverse takeover” of Blue Air (Romania) (0B, Bucharest Otopeni). If completed, the proposed transaction would achieve the airline’s long-held goal of a listing on the London Stock Exchange.

The special purpose acquisition vehicle said in a stock exchange filing that it had entered into a non-binding agreement with Romanian investor Cristian Rada to buy his company Airline Invest and its wholly-owned subsidiaries Blue Air Aviation and Blue Air Technic.

The reverse takeover would “be satisfied entirely by the issue to Cristian Rada and his brother of 9,022,495,560 new ordinary shares” in Ridgecrest comprising about 95% of its current issued share capital. On completion, Ridgecrest’s name would change to Blue Air Group plc.

The process “remains subject to certain matters” including the completion of a fundraising to be undertaken by Blue Air.

The disclosure cautioned: “It should be noted that the proposed transaction is at a preliminary stage and there can be no guarantee that it will complete nor as to its final terms.”

Ridgecrest is an AIM Rule 15 cash shell, having adopted this status on January 5, 2021. The Alternative Investment Market (AIM) is a specialised unit of the London Stock Exchange catering to smaller, riskier companies, according to Investopedia. Ridgecrest said that as at July 1, its cash position was around GBP1.9 million pounds (USD2.6 million).

Under London Stock Exchange rules, an AIM Rule 15 cash shell is required to make an acquisition constituting a reverse takeover within six months, in Ridgecrest’s case from January 5, or be readmitted to trading. As that deadline has now passed, trading in Ridgecrest’s ordinary shares was suspended as of 0730L on July 6. If no such transaction is completed within six months of July 6, its shares will be cancelled from trading on AIM.