REG - Numis Securities Ltd SigmaRoc PLC - Proposed Placing of Ordinary Shares in SigmaRoc

SigmarocAnnouncement

05/02/2025 16:45

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RNS Number : 0704W  Numis Securities Limited  05 February 2025

NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES
WOULD BE PROHIBITED BY APPLICABLE LAW

 

 

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

PROPOSED SECONDARY PLACING OF ORDINARY SHARES IN SIGMAROC PLC

5 February 2025

 

CRH (UK) Limited, a subsidiary of CRH plc (the "Seller" or "CRH") announces
its intention to sell up to 171,578,948 ordinary shares (the "Placing Shares")
in SigmaRoc Plc ("SigmaRoc" or the "Company"). The Placing Shares represent
approximately 15.4% of the Company's issued share capital.

The Placing Shares are being offered by way of an accelerated bookbuild (the
"Placing"), which will be launched immediately following this announcement.
Numis Securities Limited ("Deutsche Numis") is acting alongside J.P. Morgan
Securities plc ("J.P. Morgan"), which conducts its UK investment banking
activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), as joint
bookrunners in connection with the Placing (Deutsche Numis and J.P Morgan
together the "Joint Bookrunners").

Following completion of the Placing, CRH is expected to exit its interest in
SigmaRoc in full.

Any ordinary shares in SigmaRoc held by CRH following completion of the
Placing will be subject to a 60 calendar day lock-up which is subject to
certain exceptions and may otherwise only be waived with the consent of the
Joint Bookrunners.

The final number of Placing Shares to be placed and the price at which the
Placing Shares are to be placed will be agreed by Deutsche Numis and J.P.
Morgan alongside the Seller at the close of the bookbuild process, and the
results of the Placing will be announced as soon as practicable thereafter.

The timings for the close of the bookbuild process are at the absolute
discretion of Deutsche Numis and J.P. Morgan. The Placing is subject to
demand, price and market conditions.

SigmaRoc will not receive any proceeds from the Placing.

Enquiries:

Deutsche Numis (Joint
bookrunner)
+44 (0) 20 7260 1000

Jamie Loughborough

Richard Thomas

Will Baunton

Hannah Boros

 

J.P. Morgan Cazenove (Joint
bookrunner)                            +44 (0) 20
7742 4000

Antonio Brina

Richard Walsh

Will Holyoak

Roie Spitzer

 

IMPORTANT NOTICE

The contents of this announcement have been prepared by and are the sole
responsibility of CRH (UK) Limited.

This press release is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This press release is
not an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

The distribution of this announcement and the offer and sale of the Placing
Shares in certain jurisdictions may be restricted by law and persons into
whose possession this document or other information referred to herein comes
should inform themselves about and observe any such restriction. Any failure
to comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction.

The Placing Shares are not being offered to the public in any jurisdiction and
may not be offered to the public in any jurisdiction in circumstances which
would require the preparation or registration of any prospectus or offering
document relating to the shares in such jurisdiction. This announcement is not
an offer of securities for sale in any jurisdiction, including the United
States, Canada, South Africa, Australia or Japan. No action has been taken by
the Seller or the Joint Bookrunners or any of their affiliates to permit a
public offering of the shares or possession or distribution of this
announcement in any jurisdiction where action for that purpose is required.
Neither this announcement nor anything contained herein shall form the basis
of, or be relied upon in connection with, any offer or purchase whatsoever in
any jurisdiction and shall not constitutes or form part of an offer to sell or
the solicitation of an offer to buy any securities in the United States or in
any other jurisdiction.

In member states of the European Economic Area (the "EEA"), this announcement
and any offer if made subsequently is directed exclusively at persons who are
"qualified investors" within the meaning of the Prospectus Regulation
(Regulation (EU) 2017/1129) ("Qualified Investors"). In the United Kingdom
this announcement and any offer if made subsequently is directed exclusively
at persons who are "qualified investors" within the meaning of the UK
Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 (i) who
have professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) who fall within
Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise
lawfully be communicated (all such persons together with Qualified Investors
in the EEA being referred to herein as "Relevant Persons"). In Canada, this
announcement and any offer if made subsequently is directed exclusively at
"permitted clients", as defined in National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. In Australia,
this announcement and any offer if made subsequently is directed exclusively
at persons to whom an offer of securities can be lawfully made in Australia
without disclosure under Part 6D.2 or Part 7.9 of the Corporations Act 2001
(Cth) of Australia (as modified by any applicable regulatory instrument). This
document is directed only at Relevant Persons and must not be acted on or
relied on by persons who are not Relevant Persons. Any investment or
investment activity to which this document relates is available only to
Relevant Persons and will be engaged in only with Relevant Persons.  This
announcement is not an offer of securities or investments for sale nor a
solicitation of an offer to buy securities or investments in any jurisdiction
where such offer or solicitation would be unlawful. No action has been taken
that would permit an offering of the securities or possession or distribution
of this announcement in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are required
to inform themselves about and to observe any such restrictions.

This press release is not for publication or distribution, directly or
indirectly, in or into Japan. This press release is not an offer of securities
for sale into Japan. The Placing Shares have not been and will not be
registered under the Financial Instruments and Exchange Law of Japan (Law No.
25 of 1948, as amended (the "FIEL")) and, accordingly, may not be offered or
sold, directly or indirectly, in Japan or to, or for the account or benefit
of, any Japanese Person or to others for reoffering or resale, directly or
indirectly, in Japan or to, or for the account or benefit of, any Japanese
Person, except pursuant to an exemption from the registration requirements of,
and otherwise in compliance with, the FIEL and any other applicable laws,
regulations and ministerial guidelines of Japan. For the purposes of this
paragraph, "Japanese Person" shall mean any person resident in Japan,
including any corporation or other entity organised under the laws of Japan.

In connection with the sale of the Placing Shares, the Joint Bookrunner and
any of their affiliates may take up a portion of the Placing Shares in the
Placing as a principal position and in that capacity may retain, purchase,
sell, offer to sell for their own accounts such Shares and other securities of
the Company or related investments in connection with the Placing or
otherwise.  Accordingly, references in this announcement to the Placing
Shares being sold, offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by the Joint Bookrunners and any of its
affiliates acting in such capacity.  In addition the Joint Bookrunners and
any of their affiliates may enter into financing arrangements (including swaps
or contracts for differences) with investors in connection with which the
Joint Bookrunner and any of their affiliates may from time to time acquire,
hold or dispose of Placing Shares. The Joint Bookrunners do not intend to
disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.

A communication that a transaction is or that the book is "covered" (i.e.
indicated demand from investors in the book equals or exceeds the amount of
the securities being offered) is not any indication or assurance that the book
will remain covered or that the transaction and securities will be fully
distributed by the Joint Bookrunners. The Joint Bookrunners reserve the right
to take up a portion of the securities in the offering as a principal position
at any stage at their sole discretion, inter alia, to take account of the
objectives of the seller, MiFID II requirements and in accordance with
allocation policies.

None of the Joint Bookrunners or any of their affiliates' directors, officers,
employees, advisers or agents accepts any responsibility or liability
whatsoever for or makes any representation or warranty, express or implied, as
to the truth, accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement) or any
other information relating to CRH plc, SigmaRoc plc or their respective
subsidiaries or associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for any loss
howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith.

The Joint Bookrunners are acting on behalf of the Seller and no one else in
connection with any offering of the Placing Shares and will not be responsible
to any other person for providing the protections afforded to any of their
clients or for providing advice in relation to any offering of the Placing
Shares.

 

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