REG - AIM SigmaRoc PLC - Schedule One - SigmaRoc plc

SigmarocAnnouncement

11/12/2023 15:00

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RNS Number : 3767W  AIM  11 December 2023

 

 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE
 WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

 COMPANY NAME:
 SigmaRoc plc ("SigmaRoc" or the "Company")

 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
 (INCLUDING POSTCODES) :
 SigmaRoc plc: 6 Heddon Street, London W1B 4BT, United Kingdom

 COUNTRY OF INCORPORATION:
 United Kingdom

 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
 https://www.sigmaroc.com/investors/aim-26
 (https://www.sigmaroc.com/investors/aim-26)

 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
 INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS
 SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
 STATED:
 SigmaRoc is an existing AIM-quoted lime and industrial limestone group
 targeting quarried materials assets in the UK (main country of operation) and
 Northern Europe. It seeks to create value by purchasing assets in fragmented
 materials markets and extracting efficiencies through active management and by
 forming the assets into larger groups. It seeks to de-risk its investments via
 strong asset backing at its projects.

 On 22 November 2023, the Company announced it entered into an agreement
 pursuant to which it has conditionally agreed to acquire certain European lime
 businesses from CRH plc ("CRH"), a global diversified building materials
 business, that CRH has deemed non-core comprising of standalone businesses in
 Germany, Czech Republic and Ireland (the "Deal 1 Targets").

 The Deal 1 Targets comprise: (i) the entire issued share capital of Fels
 Holding GmbH including its fully owned (direct or indirect) subsidiaries
 Fels-Werke GmbH, Fels Netz GmbH and Fels Vertriebs und Service GmbH & Co.
 KG (together, the "German Target") from the German Seller; (ii) 75% of the
 issued share capital of Vápenka Vitošov s.r.o. (the "Czech Target") from the
 Czech Seller; and (iii) the entire issued share capital of Clogrennane Lime
 Limited (the "Irish Target") from the Irish Seller.

 The total consideration payable by SigmaRoc for the Deal 1 Targets only is
 €745 million (c. £645 million) (including c.€211.5 million in connection
 with the assignment of the German Intercompany Loan Receivables) (subject to
 customary adjustments in respect of the target entities' net debt and working
 capital position as at 1 January 2024).

 In addition, the Company has entered into call options pursuant to which,
 subject to certain conditions, it has been granted the right (but not the
 obligation) to acquire, separately the UK and Polish lime operations of CRH
 (respectively, the "UK Target" and the "Polish Target"). The assets and
 businesses which will in due course constitute the UK Target and Polish Target
 are at present integrated within other CRH businesses and need to be carved
 out into standalone entities before they can be acquired. Subject to the
 Company exercising the relevant call option, the Company currently expects to
 complete the acquisition of the UK Target and the Polish Target by 28 March
 2024 and 30 September 2024, respectively.

 In the event that both call options are exercised by SigmaRoc, the total
 consideration payable by SigmaRoc for all of the Deal 1 Targets, the UK and
 Polish Targets is c.€1 billion (c.£870 million).

 The consideration, following customary purchase price adjustments, will be
 satisfied by a c.€230 million (c.£200 million) equity raise, c.€175
 million (c.£155 million) of deferred consideration, with the balance c.€505
 million (c.£435 million) to be financed via debt.

 On 22 November 2023, the Company announced it had raised c. £198.8 million
 (before expenses) via the conditional issue of 418,464,565 new ordinary shares
 of £0.01 each in the capital of the Company ("Ordinary Shares") at a price of
 47.5 pence per share (the "Placing Price") (the "Placing").  The Company also
 raised gross proceeds of approximately £1.2 million, via the subscription
 for, in aggregate, 2,588,066 new Ordinary Shares at the Placing Price (the
 Placing and the REX Intermediaries Offer being the "Fundraising"). In total
 the Fundraising was for £200 million.

 Due to its size, the acquisition of the Deal 1 Targets comprises a reverse
 takeover of the Company pursuant to Rule 14 of the AIM Rules for Companies and
 completion of the Deal 1 Acquisition is therefore conditional on, inter alia,
 the approval of Shareholders at the General Meeting on 11 December 2023.

 The Deal 1, UK and Polish Target's operations include extracting limestone
 from quarries as well further processing the limestone to, e.g., limestone
 flour or burn the limestone to produce quicklime. In total, the Target
 operates 11 quarries and 14 production sites with kilns. The Target comprises
 of 5 individual operating company businesses, spread across 5 geographic
 clusters (Germany, Czech Republic, Ireland, Poland and the United Kingdom).
 Poland and the United Kingdom are proposed to be NewCos (both these operations
 currently include non-lime activities).

 The Deal 1, UK and Polish Targets are part of the CRH group, a leading
 provider of building materials solutions with c. 75,800 employees across 29
 countries. The Existing Group as enlarged by the Deal 1 Targets and UK and
 Polish Targets would be one of the largest lime producers in Europe.

 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER
 OF THE SECURITIES (i.e. where known, number and type of shares, nominal value
 and issue price to which it seeks admission and the number and type to be held
 as treasury shares):
 1,114,854,530 Ordinary Shares of £0.01 each in the capital of the Company
 comprising:

 (i)         693,801,899 Existing Ordinary Shares; and

 (ii)        421,052,631 Placing Ordinary Shares (including 2,588,066
 Ordinary Shares in relation to the Retail Offer).

 The Ordinary Shares are and will remain freely transferable and have no
 restrictions as to transfer placed on them.

 The issue price of the new Ordinary Shares: 47.5 pence.

 No Ordinary Shares are or will be held in treasury.

 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
 MARKET CAPITALISATION ON ADMISSION:
 The Company has raised £198.8 million from the Placing and £1.2 million from
 the Retail Offer.

 Anticipated market capitalisation on Admission c. £530 million (at the issue
 price of 47.5 pence).
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
 Shares representing c. 16% of the Company's issued share capital on Admission
 are anticipated not to be in public hands.

 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
 (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:
 None.

 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the
 first name by which each is known or including any other name by which each is
 known):
 Maximilian (Max) Alphons Vermorken, Chief Executive Officer

 Garth Mervyn Palmer, Chief Financial Officer

 David Kenneth Barrett, Executive Chairman

 Simon Roy Chisolm, Non-Executive Director

 Jacques Gaetan Emsens, Non-Executive Director

 Timothy (Tim) Conrad Langston Hall, Non-Executive Director

 Axelle Henry, Non-Executive Director
 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE
 OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first
 name by which each is known or including any other name by which each is
 known):

                                     Before Admission                          After Admission
 Shareholder                          # of Shares  % of Existing Share Capital  # of Shares  % of Enlarged Share Capital
 Blackrock Investment Mgt (UK)        71,286,121   10.27                        86,767,038   7.8
 Rettig Group                         50,276,521   7.25                         50,276,521   4.5
 Janus Henderson Investors            46,831,223   6.75                         46,831,223   4.2
 BGF Investments LP                   46,105,973   6.65                         46,105,973   4.1
 Chelverton Asset Management          44,340,000   6.39                         44,340,000   4.0
 Lombard Odier Investment Managers    36,610,423   5.28                         56,610,423   5.1
 Canaccord Genuity Wealth Management  36,000,000   5.19                         48,632,000   4.4
 M&G Investment Management            35,584,798   4.84                         35,542,301   3.2
 Polar Capital                        33,192,021   4.78                         35,297,284   3.2
 Slater Investments                   31,057,422   4.48                         40,597,422   3.6
 CRH plc                              -            -                            171,578,948  15.4
 Conversant Capital LLC               -            -                            58,947,368   5.3

 

 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
 (H) OF THE AIM RULES:

 None.

 (i)         ANTICIPATED ACCOUNTING REFERENCE DATE

 (ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
 ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
 interim financial information)

 (iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
 PURSUANT TO AIM RULES 18 AND 19:

 (i)         31 December

 (ii)        30 June 2023

 (iii)       30 June 2024 in respect of the audited annual accounts for
 year ended 31 December 2023, 30 September 2024 for half year report for six
 months ended 30 June 2024 and 30 June 2025 for the audited annual accounts for
 the year ended 31 December 2024

 EXPECTED ADMISSION DATE:
  4 January 2024

 NAME AND ADDRESS OF NOMINATED ADVISER:
 Liberum Capital Limited

 25 Ropemaker St

 London

 EC2Y 9LY

 NAME AND ADDRESS OF BROKER:
 Joint brokers and joint bookrunners:

 Liberum Capital Limited

 25 Ropemaker St

 London

 EC2Y 9LY

 Peel Hunt LLP

 7th Floor

 100 Liverpool St

 London

 EC2M 2AT

 Joint bookrunners for the purposes of the Fundraising:

 Banco Santander, S.A.

 Paseo de Pereda

  9 - 12 Santander

 Spain

 BNP PARIBAS

 16 boulevard des Italiens

  75009

 Paris

 France

 Redburn (Europe) Limited

 2nd Floor

  10 Aldermanbury

 London EC2V 7RF

 United Kingdom

 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
 INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
 STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
 ADMISSION OF ITS SECURITIES:
 The Admission Document contains full details about the applicant and the
 admission of its securities and is available on the Company's website

 https://www.sigmaroc.com/investors/corporate-documents-and-circulars
 (https://www.sigmaroc.com/investors/corporate-documents-and-circulars)

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY
 The Company has adopted the Quoted Companies Alliance, Corporate Governance
 Code, published by the UK Quoted Companies Alliance, and will continue to
 apply this code from Admission.

 DATE OF NOTIFICATION:
 11 December 2023

 NEW/ UPDATE:
 NEW

 

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
(H) OF THE AIM RULES:

 

None.

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:

 

(i)         31 December

(ii)        30 June 2023

(iii)       30 June 2024 in respect of the audited annual accounts for
year ended 31 December 2023, 30 September 2024 for half year report for six
months ended 30 June 2024 and 30 June 2025 for the audited annual accounts for
the year ended 31 December 2024

 

EXPECTED ADMISSION DATE:

 4 January 2024

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Liberum Capital Limited

25 Ropemaker St

London

EC2Y 9LY

 

 

NAME AND ADDRESS OF BROKER:

Joint brokers and joint bookrunners:

 

Liberum Capital Limited

25 Ropemaker St

London

EC2Y 9LY

 

Peel Hunt LLP

7th Floor

100 Liverpool St

London

EC2M 2AT

 

Joint bookrunners for the purposes of the Fundraising:

 

Banco Santander, S.A.

Paseo de Pereda

 9 - 12 Santander

Spain

 

BNP PARIBAS

16 boulevard des Italiens

 75009

Paris

France

 

Redburn (Europe) Limited

2nd Floor

 10 Aldermanbury

London EC2V 7RF

United Kingdom

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:

The Admission Document contains full details about the applicant and the
admission of its securities and is available on the Company's website

 

https://www.sigmaroc.com/investors/corporate-documents-and-circulars
(https://www.sigmaroc.com/investors/corporate-documents-and-circulars)

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The Company has adopted the Quoted Companies Alliance, Corporate Governance
Code, published by the UK Quoted Companies Alliance, and will continue to
apply this code from Admission.

 

DATE OF NOTIFICATION:

11 December 2023

 

NEW/ UPDATE:

NEW

 

 

 

 

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