For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231122:nRSV3872Ua&default-theme=true
RNS Number : 3872U SigmaRoc PLC 22 November 2023
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 OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA, NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BREACH ANY APPLICABLE LAW OR
REGULATION.
THIS ANNOUNCEMENT IS NOT AN ADMISSION DOCUMENT OR A PROSPECTUS AND DOES NOT
CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR ISSUE OR A SOLICITATION OF AN
OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES WHERE SUCH OFFER WOULD BREACH ANY
APPLICABLE LAW OR REGULATION. INVESTORS SHOULD NOT PURCHASE OR SUBSCRIBE FOR
ANY TRANSFERRABLE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT NOR SHOULD THEY
RELY ON THIS ANNOUNCEMENT IN CONNECTION WITH ANY CONTRACT OR COMMITMENT
WHATSOEVER EXCEPT IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS ON THE BASIS
OF THE INFORMATION IN THE ADMISSION DOCUMENT TO BE PUBLISHED BY THE COMPANY IN
CONNECTION WITH THE PLACING OF ORDINARY SHARES BY THE COMPANY AND THE PROPOSED
ADMISSION OF ITS ISSUED AND TO BE ISSUED ORDINARY SHARES TO TRADING ON AIM, A
MARKET OPERATED BY LONDON STOCK EXCHANGE PLC. BEFORE ANY PURCHASE OR
SUBSCRIPTION OF SHARES, PERSONS VIEWING THIS ANNOUNCEMENT SHOULD ENSURE THAT
THEY FULLY UNDERSTAND AND ACCEPT THE RISKS WHICH ARE SET OUT IN THE ADMISSION
DOCUMENT WHEN PUBLISHED.
COPIES OF THE ADMISSION DOCUMENT WILL, FOLLOWING PUBLICATION, BE AVAILABLE
DURING NORMAL BUSINESS HOURS ON ANY DAY (EXCEPT SATURDAYS, SUNDAYS AND PUBLIC
HOLIDAYS) FROM THE REGISTERED OFFICE OF THE COMPANY AND ON THE COMPANY'S
WEBSITE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.
22 November 2023
SIGMAROC PLC
("SigmaRoc", the "Company" and, together with its subsidiaries, the "Existing
Group")
Acquisition of the Deal 1 Targets from CRH
Successful Placing of 418,464,565 new Ordinary Shares at 47.5 pence per share
REX Intermediaries Offer of 2,588,066 new Ordinary Shares at 47.5 pence per
share
Reverse Takeover
and
Notice of General Meeting
SigmaRoc, the AIM quoted lime and limestone group, is pleased to announce
that, further to its earlier announcement of 22 November 2023 (the "Placing
Announcement"), it has conditionally raised c. £200 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 is also pleased to announce that the REX Intermediaries Offer
which was also announced earlier, has conditionally raised gross proceeds of
approximately £1.3 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").
As set out in the Placing Announcement, the net proceeds of the Fundraising
will be used to part satisfy the cash consideration due on Deal 1 Completion.
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.
In accordance with Rule 14 of the AIM Rules for Companies, the Company's
Ordinary Shares have been suspended from trading on AIM with effect from 7:30
a.m. today. The Company's Ordinary Shares will remain suspended until such
time as either an admission document is published, (which is expected to be on
Thursday 23 November 2023), or an announcement is released confirming that the
Acquisitions are not proceeding.
The Placing is conditional upon, amongst other things, Admission becoming
effective, the Master Acquisition Agreement becoming unconditional, and the
Placing Agreement not being terminated in accordance with its terms.
The Placing Shares will be credited as fully paid and will rank pari passu in
all respects with the existing issued Ordinary Shares, including the right to
receive all dividends and other distributions (if any) declared, made or paid
on or in respect of the Ordinary Shares after the date of issue of the Placing
Shares to the relevant Placees.
The Board currently expects Admission to occur on 4 January, 2024. A further
announcement will be made in due course, as and when appropriate.
The General Meeting to approve the acquisition of the Deal 1 Targets and the
issue of the Fundraising Shares will be held at 11 a.m. on 11 December 2023 at
the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London, EC4R
3TT.
Defined terms used throughout this announcement have the meanings set out in
the Placing Announcement unless the context requires otherwise.
Max Vermorken, CEO of SigmaRoc, commented on the transaction:
"I am delighted to see many of our existing shareholders continuing to offer
their support for SigmaRoc and our buy-and-build strategy. We are encouraged
by the quality of our new shareholders which we are pleased to see provides
confidence in our plans for the future. This acquisition of lime operations
from CRH plc enables SigmaRoc to expand its footprint in the European lime
market significantly and it also creates further opportunities that we look
forward to exploring."
DIRECTORS AND SENIOR MANAGERS' PARTICIPATION IN THE PLACING
Directors have subscribed for, in aggregate, 831,582 Placing Shares as set out
below:
Name Existing Shareholding Percentage of Existing Ordinary Shares Number of Placing Shares subscribed for in the Placing Resultant shareholding on Admission Percentage of Enlarged Share Capital
David Barrett 3,434,180 0.5% 421,054 3,855,234 0.3%
Max Vermorken 827,034 0.1% 210,527 1,037,561 0.1%
Garth Palmer 671,776 0.1% 157,895 829,666 0.1%
Tim Hall 400,176 0.1% 42,106 442,282 0.0%
In addition, senior management have subscribed for, in aggregate, 1,303,949
Placing Shares.
As part of the placing, a CRH Group company has conditionally subscribed for
171,578,948 Placing Shares. CRH's expected holding on Admission of the Placing
Shares as a percentage of the Enlarged Share Capital is 15.4 per cent. It will
reapply an equivalent amount of the consideration paid to the Sellers under
the Master Purchase Agreement to subscribe for such shares.
ADMISSION, SETTLEMENT AND DEALINGS
Application will be made to the London Stock Exchange for Admission of the
Placing Shares to be issued pursuant to the Placing and the re-admission of
the Enlarged Share Capital to trading on AIM.
The Placing and the Deal 1 Acquisition are inter-conditional and are both
subject to, inter alia, Shareholder approval at the General Meeting. Should
these conditions not be satisfied, Admission will not occur.
The Company currently expects to complete the Deal 1 Acquisition (and
therefore for Admission to occur) on 4 January 2024.
The Placing Shares will not be admitted to trading on any stock exchange other
than AIM.
DIRECTORS' RECOMMENDATION AND VOTING INTENTION
The Directors consider that the Proposals are in the best interests of the
Shareholders and the Company as a whole and, accordingly, they recommend that
Shareholders vote in favour of the Resolutions to be proposed at the General
Meeting, as they have irrevocably undertaken to do in respect of their own
beneficial holdings of 5,333,166 Ordinary Shares, representing approximately
0.77 per cent. of the Company's Existing Ordinary Share capital.
Information on SigmaRoc is available on the Company's website
at: www.sigmaroc.com (http://www.sigmaroc.com/) .
For further information, please contact:
SigmaRoc plc Tel: +44 (0) 207 002 1080
Max Vermorken (Chief Executive Officer) ir@sigmaroc.com
Garth Palmer (Chief Financial Officer)
Tom Jenkins (Head of Investor Relations)
Liberum Capital Limited (Nominated and Financial Adviser, Joint Bookrunner and Tel: +44 (0) 203 100 2000
Co-Broker)
Dru Danford / Ben Cryer / Mark Harrison / John More / Anake Singh
Tel: +44 (0) 20 7418 8900
Peel Hunt (Joint Bookrunner and Co-Broker)
Investment Banking
Mike Bell / Ed Allsopp / Ben Harrington
ECM Syndicate & Broking
Sohail Akbar / Jock Maxwell Macdonald / Tom Ballard
Rothschild & Co acting through Redburn Atlantic (Joint Bookrunner and Tel: +44 (0) 20 7000 2020
Financial Adviser)
Adam Young / Ben Glaeser
BNP Paribas (Joint Bookrunner and Financial Adviser) Tel: +44 (0) 20 7595 9523
Tom Snowball / Matt Randall / Lauren Davies / Deepak Sran
Santander Group (Joint Bookrunner and Financial Adviser) Tel: +34 912572388
Javier Mata / Oliver Tucker
Walbrook PR Ltd (Public Relations)
Tom Cooper / Nick Rome Tel: +44 20 7933 8780 / sigmaroc@walbrookpr.com
Mob: +44 7971 221972
About SigmaRoc plc
SigmaRoc is an AIM-quoted lime and limestone group targeting quarried
materials assets in the UK 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
through the selection of projects with strong asset-backing.
Pre-Emption Group Reporting
The Fundraising is a non-pre-emptive issue of equity securities for cash and
accordingly the Company makes the following post transaction report in
accordance with the most recently published Pre-Emption Group Statement of
Principles (2022).
Name of Issuer SigmaRoc plc
Transaction details In aggregate, the Fundraising of 421,052,631 new Ordinary Shares (comprising
418,464,565 Placing Shares and 2,588,066 REX Intermediaries Offer Shares)
represents approximately 60.7% of the Company's issued ordinary share capital.
Settlement for the new Ordinary Shares and Admission is expected to take place
on 4 January 2024.
Use of proceeds The net proceeds of the Fundraising will be used to fund part of the
consideration payable for the acquisition of the European Lime assets from CRH
Plc.
Quantum of proceeds In aggregate, the Fundraising will raise gross proceeds of approximately £200
million with estimated net proceeds (after the deduction expenses incurred in
connection with the Fundraising) receivable by the Company of approximately
£193.2million.
The subscription by a member of the CRH Group for 171,578,948 Placing Shares
will be satisfied by it reapplying an equivalent amount of the consideration
paid to the Sellers under the Master Purchase Agreement to subscribe for such
shares.
Discount The Placing Price of 47.5 pence represents a discount of approximately 5.4 per
cent. to the closing share price of 50.2 pence on 21 November 2023.
Allocations Soft pre-emption has been adhered to in the allocations process. Management
was involved in the allocations process, which has been carried out in
compliance with the MiFID II Allocation requirements. Allocations made outside
of soft pre-emption were preferentially directed towards existing shareholders
in excess of their pro rata entitlement, or towards new shareholders with a
long only investment strategy and wall-crossed accounts
Consultation Liberum, Peel Hunt, Redburn, BNP Paribas and Santander conducted a pre-launch
wall-crossing exercise in accordance with the market-sounding regime under the
Market Abuse Regulation, including consulting with major shareholders, to the
extent reasonably practicable and permitted by law.
Retail investors The Company values its retail investor base and has therefore provided its
existing shareholders who cannot participate in the Placing with the
opportunity to participate on the same terms as other subscribers in the
Placing, via the REX Intermediaries Offer (the "REX Intermediaries Offer").
The Fundraising included an offer for a maximum of 10,526,315 REX
Intermediaries Offer Shares, via the REX Intermediaries Offer. Retail
shareholders, who participated in the REX Intermediaries Offer, were able to
do so at the same Placing Price offered to all of the other investors
participating in the Placing.
The REX Intermediaries Offer was only available to existing shareholders.
IMPORTANT INFORMATION
This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into the United States (including its territories and possessions, any
state of the United States and the District of Columbia (the "United States"
or "US")), Canada, Australia, New Zealand, the Republic of South Africa,
Japan, any member state of the EEA or any other jurisdiction where to do so
might constitute a violation of the relevant laws or regulations of such
jurisdiction.
The Ordinary Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "US Securities Act"), or under
the applicable securities laws of any state or other jurisdiction of the
United States, and may not be offered, sold, taken up, resold, transferred or
delivered, directly or indirectly, in or into the United States, except
pursuant to an applicable exemption from the registration requirements of the
US Securities Act and in compliance with the securities laws of any relevant
state or other jurisdiction of the United States. There will be no public
offering of the Ordinary Shares in the United States. The Ordinary Shares have
not been approved or disapproved by the US Securities and Exchange Commission,
any state securities commission in the United States or any US regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed
the merits of any offering of the Ordinary Shares, or the accuracy or adequacy
of this announcement. Any representation to the contrary is a criminal offence
in the United States. No money, securities or other consideration from any
person inside the United States is being solicited and, if sent in response to
the information contained in this announcement, will not be accepted.
This announcement is for information purposes only and does not constitute an
offer to sell or issue, or the solicitation of an offer to buy or subscribe
for, securities in the United States, Canada, Australia, New Zealand, the
Republic of South Africa, Japan, or in any jurisdiction in which such offer or
solicitation is unlawful. This announcement is not for publication or
distribution, directly or indirectly, in whole or in part, in or into the
United States, Canada, Australia, New Zealand, the Republic of South Africa or
Japan, nor in any country or territory where to do so may contravene local
securities laws or regulations. The distribution of this announcement (or any
part of it or any information contained within it) in other jurisdictions may
be restricted by law and therefore persons into whose possession this
announcement (or any part of it or any information contained within it) comes
should inform themselves about and observe any such restriction. Any failure
to comply with these restrictions may constitute a violation of the securities
law of any such jurisdictions. The Ordinary Shares have not been and will not
be registered under the US Securities Act nor under the applicable securities
laws of any state or other jurisdiction of the United States or any province
or territory of Canada, Australia, New Zealand, the Republic of South Africa
or Japan. Accordingly, the Ordinary Shares may not be offered or sold directly
or indirectly in or into the United States, Canada, Australia, New Zealand,
the Republic of South Africa or Japan or to any resident of the United States,
Canada, Australia, New Zealand, the Republic of South Africa or Japan except
pursuant to an exemption to applicable registration requirements.
The distribution of this announcement and other information in connection with
the Placing and Admission in certain jurisdictions may be restricted by law
and persons into whose possession this announcement, any 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.
Neither this announcement nor any part of it nor the fact of its distribution
shall form the basis of or be relied on in connection with or act as an
inducement to enter into any contract or commitment whatsoever.
Liberum Capital Limited, which is authorised and regulated by the FCA in the
United Kingdom, is acting as Nominated Adviser, Financial Adviser and Joint
Bookrunner to the Company. Liberum Capital Limited, as Nominated Adviser, has
not authorised the contents of, or any part of, this announcement, and no
liability whatsoever is accepted by Liberum Capital Limited for the accuracy
of any information or opinions contained in this announcement or for the
omission of any material information. The responsibilities of Liberum Capital
Limited as the Company's Nominated Adviser under the AIM Rules for Companies
and the AIM Rules for Nominated Advisers are owed solely to London Stock
Exchange plc and are not owed to the Company or to any director or shareholder
of the Company or any other person, in respect of its decision to acquire
shares in the capital of the Company in reliance on any part of this
announcement, or otherwise. Liberum Capital Limited will not be responsible to
anyone other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Placing or any other
matters referred to in this announcement.
Peel Hunt LLP is authorised and regulated by the FCA in the United Kingdom and
is acting as Joint Bookrunner exclusively for the Company and no one else in
connection with the Placing, and Peel Hunt LLP will not be responsible to
anyone other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Placing or any other
matters referred to in this announcement.
Redburn (Europe) Limited is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively as Joint Bookrunner for the Company and no
one else in connection with the Placing, and Redburn (Europe) Limited will not
be responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the Placing or
any other matters referred to in this announcement.
BNP PARIBAS is authorised and regulated by the FCA in the United Kingdom and
is acting exclusively as Joint Bookrunner for the Company and no one else in
connection with the Placing, and BNP Paribas will not be responsible to anyone
other than the Company for providing the protections afforded to its clients
or for providing advice in relation to the Placing or any other matters
referred to in this announcement.
Banco Santander S.A. is registered with the Bank of Spain (Banco de España)
under registration number 0049 with CIF A-39000013. Banco Santander S.A.,
London Branch is authorised by the Bank of Spain and subject to limited
regulation by the FCA and PRA and is acting as Joint Bookrunner exclusively
for the Company and no one else in connection with the Placing, and Santander
will not be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this announcement.
The person responsible for arranging the release of this announcement on
behalf of the Company is Garth Palmer.
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014, as it forms part of UK law by
virtue of the European Union Withdrawal Act 2018 ("UK MAR"), encompassing
information relating to the Proposals described above, and is disclosed in
accordance with the Company's obligations under Article 17 of UK MAR. In
addition, market soundings (as defined in UK MAR) were taken in respect of the
Placing with the result that certain persons became aware of inside
information (as defined in UK MAR), as permitted by UK MAR. This inside
information is set out in this announcement. Therefore, upon publication of
this announcement, those persons that received such inside information in a
market sounding are no longer in possession of such inside information
relating to the Company and its securities.
This announcement does not constitute a recommendation concerning any
investor's option with respect to the Placing. Each investor or prospective
investor should conduct his, her or its own investigation, analysis and
evaluation of the business and data described in this announcement and
publicly available information. The price and value of securities can go down
as well as up. Past performance is not a guide to future performance.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Nominated Adviser or Joint Bookrunners or by any of their respective
affiliates or agents as to, or in relation to, the accuracy or completeness of
this announcement or any other written or oral information made available to
or publicly available to any interested party or its advisers, and any
liability therefor is expressly disclaimed.
This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will", or "should" or, in each case, their negative or
other variations or comparable terminology. These forward-looking statements
include matters that are not historical facts. They appear in a number of
places throughout this announcement and include statements regarding the
directors' current intentions, beliefs or expectations concerning, among other
things, the Company's results of operations, financial condition, liquidity,
prospects, growth, strategies and the Company's markets. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances. Actual results and developments could differ
materially from those expressed or implied by the forward-looking statements.
Forward-looking statements may and often do differ materially from actual
results. Any forward-looking statements in this announcement are based on
certain factors and assumptions, including the directors' current view with
respect to future events and are subject to risks relating to future events
and other risks, uncertainties and assumptions relating to the Company's
operations, results of operations, growth strategy and liquidity. Whilst the
directors consider these assumptions to be reasonable based upon information
currently available, they may prove to be incorrect. Save as required by
applicable law or regulation, the Company undertakes no obligation to release
publicly the results of any revisions to any forward-looking statements in
this announcement that may occur due to any change in the directors'
expectations or to reflect events or circumstances after the date of this
announcement.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END ACQPPGPPGUPWGRP