THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
25 January 2019
(EPIC: SRC / Market: AIM / Sector: Construction Materials)
SIGMAROC PLC
("SigmaRoc", the "Company" and, together with its subsidiaries, the "Group")
Successful Completion of Vendor Placing of approximately £12m
SigmaRoc, the AIM quoted buy-and-build construction materials group, is pleased to announce that, further to its announcement regarding the launch of a proposed vendor placing on 25 January 2019 (the "Placing Announcement"), it has successfully placed 30,257,053 new ordinary shares of 1 pence each in the Company ("Ordinary Shares") (the "Placing Shares") at a price of 41 pence per share ("the Placing Price") raising gross proceeds of £12.4m (the "Placing") to part-fund the initial consideration for the acquisition of CCP Building Products Limited ("CCP") (the "Proposed Acquisition").
The Placing Price represents a discount of 1.4 per cent. to the closing mid-market price of the ordinary shares on 24 January 2019. The Placing was supported by existing as well as new shareholders and was conducted through an accelerated bookbuild process. Joh. Berenberg, Gossler & Co KG, London Branch ("Berenberg") and Liberum Capital ("Liberum") acted as joint bookrunners in relation to the Placing (the "Joint Bookrunners").
The Placing is conditional upon, inter alia, admission of the Placing Shares to trading on AIM ("Admission") and the Placing Agreement not being terminated in accordance with its terms. The Placing Shares and the Consideration Shares in relation to the acquisition in aggregate represent approximately 25.7 per cent. of the Company's existing total voting rights and will be issued pursuant to the Company's existing shareholder authorities granted at the General Meeting on 27 December 2018.
Application will be made to the London Stock Exchange for the Placing Shares and Consideration Shares to be admitted to trading on AIM. It is expected that Admission will occur and dealings will commence at 8.00 a.m. on or around 30 January 2019 on which date it is also expected that the Placing Shares will be enabled for settlement in CREST. The Placing Shares and the Consideration Shares will, when issued, rank pari passu in all respects with the existing issued Ordinary Shares.
On Admission, the Company's enlarged share capital will comprise 171,840,658 Ordinary Shares with one voting right per share. The Company does not hold any shares in treasury. Therefore, this figure of 171,840,658 Ordinary Shares may be used by Shareholders following Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the issued share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Directors and Senior Management Participation
The following Directors and Senior Management participated in the Placing at the Placing Price:
Name |
Number of shares purchased in the Placing |
Holding of Ordinary Shares following Admission |
Percentage of enlarged share capital |
David Barrett |
487,804 |
1,247,836 |
0.73% |
Max Vermorken |
121,951 |
331,983 |
0.19% |
Patrick Dolberg |
109,756 |
184,756 |
0.11% |
Charles Trigg |
60,975 |
110,415 |
0.06% |
Garth Palmer |
60,975 |
170,569 |
0.10% |
Ian Osburn |
24,390 |
24,390 |
0.01% |
David McClelland |
24,390 |
24,390 |
0.01% |
Related Party Transaction
In addition, Bailiwick Investments Limited ("Bailiwick") and certain funds managed by Ravenscroft Limited or its affiliates ("Ravenscroft") have subscribed for 2,250,000 and 3,543,537 Placing Shares respectively. The participation in the Placing by Bailiwick, as a substantial shareholder of the Company, Ravenscroft, as an associate of Bailiwick, the Directors (other than Dominic Traynor), and Charles Trigg, as a subsidiary director, are deemed as related party transactions in accordance with the AIM Rules for Companies. Dominic Traynor, the independent Director not participating in the Placing, considers, having consulted with the Company's nominated adviser, Strand Hanson Limited, that the terms of Bailiwick's, Ravenscroft's, the Directors' (other than himself) and Charles Trigg's participations in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.
Defined terms used in this announcement have the meaning (unless the context otherwise requires) as set out in the Placing Announcement.
For further information, please contact:
SigmaRoc |
Tel: +44(0)207 002 1080 |
Max Vermorken, CEO |
|
Strand Hanson (Nominated and Financial Adviser) |
Tel: +44(0)207 409 3494 |
James Spinney / James Dance |
|
Berenberg (Sole Broker and Joint Bookrunner) |
Tel: +44(0)203 207 7800 |
Ben Wright / Mark Whitmore / Laure Fine |
|
Liberum (Joint Bookrunner) |
Tel: +44(0)203 3100 2222 |
Neil Patel / Jamie Richards / Jonathan Wilkes-Green / William Hall |
|
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.
About SigmaRoc
SigmaRoc was established as a cash shell in August 2016, by a mix of entrepreneurs and industry executives, most of whom had previously worked at Holcim in northern and western Europe, including Aggregate Industries in the UK.
The express purpose of SigmaRoc is to create value for shareholders through consolidating heavy material assets in the UK, Europe and peripheral regions. SigmaRoc drives value creation from the purchase of assets at attractive prices due to motivated sellers, including both small independents and majors looking to divest, and by using management experience and specialist knowledge to better operate assets, especially smaller ones, improve sales and marketing efforts and merge relevant functions across the Group to create cluster and corporate efficiencies.
Important Notices
This announcement is released by SigmaRoc plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Placing described above, and is disclosed in accordance with the Company's obligations under Article 17 of MAR.
For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by Max Vermorken, CEO.
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the FCA, the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
The Placing Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, delivered or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Company does not intend to register any portion of the Placing in the United States or to conduct a public offering of securities in the United States.
This Announcement does not contain an offer or constitute any part of an offer to the public within the meaning of Sections 85 and 102B of the FSMA or otherwise.
This Announcement has been issued by and is the sole responsibility of the Company. 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 Berenberg, Liberum or by any of their 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.
Berenberg, which is authorised and regulated by the German Federal Financial Supervisory Authority and subject to limited regulation in the United Kingdom by the FCA, is acting as joint bookrunner for the Company and for no-one else in connection with the Placing, and Berenberg will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.
Liberum, which is authorised and regulated in the United Kingdom by the FCA, is acting as joint bookrunner for the Company and for no-one else in connection with the Placing, and Liberum will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.
The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Berenberg or Liberum that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares 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 such restrictions.
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.
