Schedule One - SigmaRoc plc | RNS | Ticker

Schedule One - SigmaRoc plc

RNS Announcement

RNS Number : 8598F

AIM

21 July 2021

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) :

7-9 Swallow Street, London W1B 4DE, United Kingdom

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://sigmaroc.com/

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 AIM-quoted buy-and-build group targeting construction materials assets in the UK and Northern Europe. It seeks to create value by purchasing assets in fragmented construction materials markets and extracting efficiencies through active management and by forming the assets into larger groups. In January 2017, SigmaRoc completed the reverse takeover of Ronez Limited, a construction materials business in the Channel Islands. Since then, the Company has successfully enacted its buy-and-build strategy, completing 10 further acquisitions across the UK and Belgium.

On 15 July 2021, the Company announced that it had conditionally agreed to acquire the entire issued capital of Nordkalk Oy Ab ("Nordkalk"), a wholly-owned subsidiary of Rettig Group ("Rettig"), for a total Consideration of €470 million (approximately £402 million) (the "Acquisition"). The consideration for the Acquisition will be satisfied by a combination of €270 million (approximately £231 million) from the proceeds of a placing (the "Placing") with existing and new institutional investors, the drawdown of €150 million (approximately £128 million) under a new bank facility, and the issue of €50 million (approximately £43 million) consideration shares. On 16 July 2021, the Company announced the successful completion of the Placing, raising £260 million at the placing price of 85 pence per share (the "Placing Price"). At around the time the Company announced the Placing, PrimaryBid also announced a retail offering, which has raised an additional £1.6 million for general working capital purposes, the completion of which will be conditional on completion of the Acquisition (the "Retail Offer").

The Acquisition constitutes a reverse takeover of the Company pursuant to Rule 14 of the AIM Rules for Companies and completion is therefore conditional on, inter alia, the approval of SigmaRoc's shareholders at a General Meeting which has been convened for 2 August 2021. Completion will also be conditional on receipt of certain competition clearance approvals in Poland, which are expected to take approximately four to six weeks to receive.

Nordkalk was established in 1898 as a limestone developer in Finland and since expanded across northern Europe to become the leading limestone company in the area. Nordkalk develops limestone-based solutions for agricultural, construction and chemical industries. Its main products are crushed limestone, limestone powder, quicklime and hydrated lime. Nordkalk delivers raw materials to numerous industries, and its solutions contribute to clean air and water as well as productivity of agricultural land. Nordkalk operates at more than 30 different locations across Finland, Sweden, Norway, Poland, Estonia, Germany and Turkey, with its main sites and the majority of its €276 million revenue in 2020 being derived from markets in Finland (49 per cent.), Sweden (23 per cent.) and Poland (22 per cent.).

Following completion of the Acquisition, the enlarged group's main countries of operation will be the UK, the Channel Islands, Belgium, Finland, Sweden and Poland.

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):

637,915,750 Ordinary Shares of £0.01 each in the capital of the Company, with no restrictions on transferability, comprising (i) 279,876,576 existing Ordinary Shares, (ii) 305,882,352 new Ordinary Shares issued pursuant to the Placing, (iii) 50,276,521 new Ordinary Shares issued to Rettig pursuant to the Acquisition, and (iv) 1,880,301 new Ordinary Shares issued pursuant to the Retail Offer.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

The Company has raised £260 million from the Placing and £1.6 million from the Retail Offer. Based on the Placing Price, market capitalisation on Admission is expected to be approximately £542 million.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

19.7 per cent.

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:

N/A

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):

David Barrett, Executive Chairman

Max Vermorken, Chief Executive Officer

Dean Masefield, Chief Financial Officer¹

Garth Palmer, Non-Executive Director²

Tim Hall, Non-Executive Director

Simon Chisholm, Senior Independent Non-Executive Director

Jacques Emsens, Independent Non-Executive Director

¹ - Conditional upon Admission, Dean Masefield will resign from the Board and no longer be a Director, but will continue with the Enlarged Group as Deputy CFO of the Enlarged Group's UK and Belgian platforms

² - Conditional upon Admission, Garth Palmer will be appointed as an Executive Director and CFO of the Enlarged Group

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):

The current and post Admission significant shareholders of the Company are shown in the table below.

Shareholder	Pre (%)	Post (%)
BlackRock Investment Management (UK) Limited	-	11.07
M&G Investment Management Limited	8.63	7.84
Ninety One UK Limited	-	6.62
Chelverton Asset Management Limited	6.41	6.27
Janus Henderson Investors	4.12	5.50
BGF Investment Management Limited	7.79	5.26
Premier Fund Managers Ltd	-	3.66
Hermco Property Limited	6.61	2.90
Bailiwick Investments Limited	6.40	2.81
Ravenscroft Investment Management Limited	6.36	2.79
Canaccord Genuity Wealth Management	5.36	2.45
Slater Investments Ltd	5.21	2.29
Legal & General Investment Management	4.29	1.88
Nigel Wray	3.78	1.66
Pula Investments Limited	3.58	1.57

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

N/A

(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) 31 December 2020

(iii) 30 September 2021 (interim results for the 6 months ended 30 June 2021),

30 June 2022 (annual results for the year ended 31 December 2021),

30 September 2022 (interim results for the 6 months ended 30 June 2022)

EXPECTED ADMISSION DATE:

Late August 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

Strand Hanson Limited

26 Mount Row

London W1K 3SQ

United Kingdom

NAME AND ADDRESS OF BROKERS:

Peel Hunt LLP

100 Liverpool Street

London EC2M 2AT

United Kingdom

Liberum Limited

Ropemaker Place

25 Ropemaker Street

London EC2Y 9LY

United Kingdom

Numis Securities Limited

10 Paternoster Square

London EC4M 7LT

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://sigmaroc.com/).

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:

21 July 2021

NEW/ UPDATE:

New

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RNS metadata

Title: Schedule One - SigmaRoc plc
Time: 08:00:05
Date: 21 Jul 2021
Category: Capital structure
ID: 8598F