AIM Schedule 1 - SigmaRoc Plc (0048S)
16 December 2016 - 7:00PM
UK Regulatory
TIDMSRC
RNS Number : 0048S
AIM
16 December 2016
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT
PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2
OF THE AIM RULES FOR COMPANIES ("AIM RULES")
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COMPANY NAME:
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SigmaRoc plc ("SigmaRoc" or the "Company")
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT,
COMPANY TRADING ADDRESS (INCLUDING POSTCODES)
:
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47 Charles Street, London, England, W1J 5EL
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COUNTRY OF INCORPORATION:
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England & Wales
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION
REQUIRED BY AIM RULE 26:
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http://www.sigmaroc.com/
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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:
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Admission is sought as a result of a reverse
take-over in accordance with AIM Rule 14.
On 22 August 2016, following shareholder approval
at a general meeting of the Company, SigmaRoc
became an AIM Rule 15 cash shell and began the
process of appraising acquisition opportunities
in the construction materials sector.
The Company has entered into a conditional acquisition
agreement to acquire the entire issued share
capital of Ronez Limited ("Ronez"), a wholly
owned subsidiary of Aggregate Industries Limited
("Aggregate Industries"), part of the LafargeHolcim
Group, for a total consideration of GBP45.0
million (the "Consideration") (the "Acquisition"),
in conjunction with a conditional placing to
raise, in aggregate, GBP50.0 million, via the
issue of 100,000,000 ordinary shares at 40 pence
per share and 10,000,000 convertible loan notes
at GBP1 per note (together, the "Placing").
The net proceeds of the Placing will be used
to satisfy the Consideration and to provide
the Company with working capital.
The Acquisition constitutes a reverse takeover
pursuant to the AIM Rules and is therefore subject
to, inter alia, the approval of shareholders.
The Company intends to continue with its buy
and build strategy in the construction materials
sector. This strategy is intended to see the
Company build a diversified stream of income,
sourcing a combination of growth acquisitions
and stable cash flows from niche markets.
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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):
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Ordinary shares of GBP0.01 each (following a
104:1 share consolidation of GBP0.001 each);
nil shares are held in treasury.
102,601,498 ordinary shares of GBP0.01 each
to be admitted to trading (of which 270,555,743
existing ordinary shares of GBP0.001 each are
currently admitted to trading - these will consolidate
into 2,601,498 ordinary shares of GBP0.01 each).
100,000,000 new ordinary shares of GBP0.01 each
will be issued pursuant to the Placing.
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CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
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Capital raised on admission GBP50.0 million*.
Implied market capitalisation GBP41.0 million
* Of which GBP40.0 million has been raised via
an issue of New Ordinary Shares and GBP10.0
million via the issue of Convertible Loan Notes
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS
AT ADMISSION:
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26.4%
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DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM
TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED
TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS
AIM SECURITIES) ADMITTED OR TRADED:
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N/A
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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):
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Directors
Maximilian (Max) Alphons Vermorken - Chief Executive
Officer
David Kenneth Barrett - Executive Chairman (formerly
Non-Executive Director)
Dominic Traynor - Non-Executive Director
Proposed Directors
Garth Mervyn Palmer - Finance Director (part-time)
Patrick Dolberg - Non-Executive Director
Gary Roger Drinkwater - Non-Executive Director
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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):
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Before Admission:
Melissa Josephine Sturgess - 11.0%
Raymond James Investment - 4.7%
Hargreaves Lansdown Asset Management - 3.9%
Mr Martyn Alan Scriven - 3.3%
Reverse Takeover Investments plc - 3.1%
Mr Simranjeet Nayyar - 3.0%
Post Admission:
Bailiwick Investments Limited - 13.4%
Pula Investments Limited - 12.2%
Miton Asset Management - 9.8%
Nigel Wray - 8.1%
Legal & General Investment Management - 6.7
David McErlain - 4.9%
Jeremy Peace - 4.9%
Albert E Sharp - 3.3%
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE
WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
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Melissa Sturgess
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(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:
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(i) 31 December
(ii) 30 June 2016
(iii) 30 June 2017, 30 September 2017, 30 June
2018
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EXPECTED ADMISSION DATE:
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5 January 2017
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NAME AND ADDRESS OF NOMINATED ADVISER:
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Strand Hanson Limited
26 Mount Row
London W1K 3SQ
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NAME AND ADDRESS OF BROKER:
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Broker to the Placing
Zeus Capital Limited
41 Conduit Street
London W1S 2YQ
Broker to the Company
Peterhouse Corporate Finance Limited
New Liverpool House
3rd Floor 15-17 Eldon Street
London, EC2M 7LD
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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:
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www.sigmaroc.com
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DATE OF NOTIFICATION:
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16 December 2016
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NEW/ UPDATE:
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New
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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December 16, 2016 03:00 ET (08:00 GMT)
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