REG - SigmaRoc PLC - Result of GM & Director / PDMR Dealings

SigmarocAnnouncement

11/12/2023 14:15

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RNS Number : 3752W  SigmaRoc PLC  11 December 2023

11 December 2023

 

SIGMAROC PLC

 

("SigmaRoc", the "Company" or the "Group")

 

Result of General Meeting

Director / PDMR Dealings

SigmaRoc (AIM: SRC), the AIM quoted lime and limestone group, is pleased to
announce the results of its General Meeting held today at the offices of
Fieldfisher LLP, Riverbank House, 2 Swan Lane, London, EC4R 3TT. All
resolutions proposed at the meeting were duly passed and the votes lodged in
respect of each resolution are set out in the table below.

 

The Acquisitions represent an opportunity to become Northern Europe's leader
in lime and a key supplier to the structural growth markets critical for the
green transition. Following the Acquisitions, the pro forma revenue of the
Enlarged Group for FY22 would be £1 billion with underlying EBITDA of £211
million (assuming, in each case, exercise of the UK Call Option and Polish
Call Option). The Enlarged Group is expected to be significantly cash
generative with a free cash flow target in excess of £100 million per annum
which is expected to enable the Enlarged Group to de-gear at a rate of 0.5x
per year with target leverage of 1.0x.

 

The Targets, together, have a consistent performance track record delivering
FY22 revenue of €579.7 million and EBITDA of €133.7 million and EBITDA
margin in excess of 20 per cent. The Acquisitions are expected to deliver
revenue growth opportunities and cost synergies resulting in at least €30
million of EBITDA contribution by 31 December 2027.

 

Completion of the acquisition of the Deal 1 Targets is conditional, inter
alia, on Admission, which is expected to take place at 8.00 a.m. on Thursday 4
January 2024.

 

Whereas the Deal 1 Targets are stand-alone entities, the Call Option Targets
(being the UK Target and the Polish Target) require carving out of existing
CRH businesses in order to be acquired. In the event that the Company
exercises its sole discretion to exercise the relevant Call Option, completion
of the acquisition of the UK Target is expected by 28 March 2024, and
completion of the acquisition of the Polish Target is expected by 30 September
2024. The total consideration payable by the Company for the Deal 1 Targets is
€745 million (approximately £645 million). In the event that both the UK
Call Option and the Polish Call Option are exercised, the total consideration
payable by SigmaRoc for all of the Targets is c.€1 billion (c.£870
million).

 

The voting was held on a poll. The votes received, including those submitted
by proxy, were as follows:

 

                                                                                   Votes in Favour  % In favour  Votes against  % Against                % of ISC voted  Votes withheld

                                                                                                                                           Votes Total
 1  Ordinary resolution to approve the acquisition of the Deal 1 Targets           552,490,140

                                                                                                    99.99        50,514         0.01       552,540,654   79.64           20,186,037
 2  Special resolution to authorise the Directors to allot the Fundraising Shares

                                                                                   549,813,702      99.52        2,661,952      0.48       552,475,654   79.63           20,251,037
 3  Ordinary resolution to authorise the Board to adopt the New Option Plan

                                                                                   384,719,778      69.64        167,738,956    30.36      552,458,734   79.63           20,267,957

 

 

Expected Timetable of Principal Events

 Completion of the acquisition of the Deal 1 Targets, Admission and dealings  8 a.m. on 4 January 2024
 commence in the Enlarged Share Capital on AIM
 Issue of Fundraising Shares                                                  8 a.m. on 4 January 2024
 CREST accounts credited by                                                   4 January 2024
 Dispatch of definitive share certificates, where applicable                  Within 10 business days of Admission

 

 Carve Out(1) of UK Target expected by                                 28 March 2024
 Carve Out(1) of Polish Target expected by                             30 June 2024
 Expected timing for UK Target (and Call Option) Completion by(2)      28 March 2024
 Expected timing for Polish Target (and Call Option) Completion by(3)  30 September 2024

 

(1)The Carve Outs of the UK Target and the Polish Target are required because
the assets and businesses which will come to form the UK Target and Polish
Target are not at present standalone entities and will need to be carved-out
of existing CRH businesses such that they are standalone entities, which can
be acquired.

(2)Subject to the Company electing to exercise (in its sole discretion) the UK
Call Option

(3)Subject to receipt of the Polish Competition Office Clearance and the
Polish Purchaser electing to exercise (in its sole discretion) the Polish Call
Option

Notes:

Each of these times and dates is subject to change, particularly depending on
the timing of the Polish Competition Office Clearance and the Carve Outs. Any
changes to timing are at the absolute discretion of the Company, the Nominated
Adviser and the Joint Bookrunners. Any changes to the expected timetable will
be notified by the Company through an RIS. References to times are to London,
UK times.

Defined terms used throughout this announcement have the meanings set out in
the admission document published by the Company on 23 November 2023 unless the
context requires otherwise.

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 (Nick)

 

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.

The information below (set out in accordance with the requirements of EU
Market Abuse Regulation) provides further detail:

PDMR Notification Forms:

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         1)   David Barrett

                                                                   2)   Max Vermorken

                                                                   3)   Garth Palmer

                                                                   4)   Tim Hall
 2    Reason for the notification

 a)   Position/status                                              1)   Executive Chairman

                                                                   2)   Chief Executive Officer

                                                                   3)   Chief Financial Officer

                                                                   4)   Non-Executive Director

 b)   Initial notification /Amendment                              Initial Notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         SigmaRoc plc

 b)   LEI                                                           213800Q3CJUERBGD1E44

 4    Details of the transaction(s): section to be repeated for (i) each type of
      instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Ordinary Shares of 1 pence each

      Identification code                                          ISIN: GB00BYX5K988
 b)   Nature of the transaction                                    Subscription for new Ordinary Shares

 c)   Price(s) and volume(s)

  Price(s)    Volume(s)
                                                                   1)  47.5 pence  421,054
                                                                   2)  47.5 pence  210,527
                                                                   3)  47.5 pence  157,895
                                                                   4)  47.5 pence  42,106

 
 d)   Aggregated information

                                                                   Single transactions as in 4 c) above

      Aggregated volume Price
 e)   Date of the transaction                                      11 December 2023

 f)   Place of the transaction                                     Outside of a trading venue

 

d)

Aggregated information

 

Aggregated volume Price

 

Single transactions as in 4 c) above

 

e)

 

Date of the transaction

11 December 2023

f)

 

Place of the transaction

 

Outside of a trading venue

 

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.   END  ROMUAVORONUUAAA