TIDMSRC
RNS Number : 6151L
SigmaRoc PLC
28 December 2018
SigmaRoc plc / EPIC: SRC / Market: AIM / Sector: Construction
Materials
28 December 2018
SigmaRoc plc
('SigmaRoc', the 'Company' or the 'Group')
Tender Offer to Refinance Convertible Loan Notes
SigmaRoc plc, the AIM quoted buy-and-build construction
materials group, is pleased to announce that, further to the
passing of the resolutions at the Company's General Meeting of 27
December 2018, it is proposing to refinance the GBP10 million 6 per
cent. convertible unsecured loan notes, due January 2022, issued by
the Company (the 'Notes'), currently listed on The International
Stock Exchange ('TISE'), by way of a tender offer to the holders of
such Notes (the 'Noteholders') (the 'Tender Offer').
The Tender Offer will be made at a price of GBP1.05 per Note
(the 'Purchase Price'), representing a 5 per cent. premium to the
nominal value of the Notes. A Tender Offer Memorandum, along with a
Tender Instruction, will today be sent by the Company to all
Noteholders setting out the rationale, the terms and conditions of,
and the procedure for, participating in the Tender Offer.
Pursuant to the Tender Offer, Notes validly tendered and
accepted for purchase by the Company will be at the Purchase Price
(GBP1.05 per Note) plus accrued interest of GBP0.00378 per Note for
the period from 1 January 2019 to the settlement date of 23 January
2019 (the 'Settlement Date'). Accordingly, the aggregate payment
made to accepting Noteholders will be the sum of GBP1.05378 per
Note. In addition, in accordance with the terms of the Notes, the
Company will pay interest due to 31 December 2018 (representing
GBP0.03 per Note), in the normal manner, by 31 December 2018, to
all Noteholders. Accordingly, should the Tender Offer complete, the
aggregate cash payments to Noteholders will total GBP1.08378 per
Note.
The middle market closing price for a Note on TISE as at 27
December 2018 was GBP1.01, being the latest practicable date before
the commencement of the Tender Offer.
As set out in the Tender Offer Memorandum the Company proposes
to:
- Invite Noteholders to tender all their Notes for purchase by
the Company for cash;
- Circulate a Written Resolution of Noteholders to Noteholders;
and
- Following the Settlement Date, to seek to delist the Notes
from TISE.
Noteholders who wish to tender their Notes should deliver, or
arrange to have delivered on their behalf, a valid Tender
Instruction that is received by the Company by no later than 4.00
p.m. (London time) on 16 January 2019, together with the Written
Resolution to Noteholders. Tender Instructions must be received by
the Company by no later than 4.00 p.m. (London time) on 16 January
2019 unless extended, re-opened, amended and/or terminated as
provided in the Tender Offer Memorandum. Tender Instructions will
be irrevocable except in the limited circumstances described in the
"Amendment and Termination" section of the Tender Offer
Memorandum.
Enclosed with the Tender Offer Memorandum is a Written
Resolution of Noteholders, seeking Noteholders' approval, pursuant
to paragraph 15.1.4 of Schedule 3 of the Note instrument to
sanction the proposed purchase of all the Notes contemplated by the
Tender Offer Memorandum and, where any Noteholder does not complete
a Tender Instruction in respect of all of the Notes held by it by
16 January 2019, to authorise any director of the Company to
execute a Tender Instruction for and on behalf of any Noteholder.
The Written Resolution of Noteholders will be passed if signed by
Noteholders together holding not less than 75 per cent. of the
principal amount of the Notes outstanding. There is no minimum
acceptance level for the Tender Offer and, if the Written
Resolution is passed and the Board decides to proceed with the
Tender Offer based on the level of Tender Instructions received,
the Tender Offer will be binding on all Noteholders.
The Company will announce its decision of whether to accept
valid tenders of Notes pursuant to the Tender Offer and whether the
Board has accepted the Tender Offer on behalf of any Noteholders
pursuant to the Written Resolution, on or before the Settlement
Date.
The Tender Offer Memorandum and the Tender Instruction will be
made available on the Company's website at www.sigmaroc.com.
Rationale and financing for the Tender Offer
Having considered the Company's ongoing working capital
requirements and costs of funding, the Board of the Company is of
the opinion that the Tender Offer provides an opportunity to reduce
the Company's medium to long term costs of funding. The Company
expects to finance the Tender Offer from the partial proceeds of
new banking facilities to be entered into with Santander UK plc,
with the balance to be satisfied from existing cash. The Company
intends to cancel any Notes purchased pursuant to the Tender Offer,
following the delisting of the Notes from TISE.
Related Party Transaction
David Barrett and Max Vermorken are interested in GBP125,000 and
GBP25,000 of the Notes respectively and will agree to tender their
Notes, which will constitute a related party transaction in
accordance with AIM Rules for Companies if their Tender
Instructions are accepted by the Company.
Capitalised terms used in this announcement have the same
meaning ascribed to them in the Tender Offer Memorandum unless the
context requires otherwise.
Enquiries:
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 (Broker) Tel: +44(0)203 207 7800
Ben Wright / Mark Whitmore / Laure
Fine
Investor Relations Tel: +44(0)207 002 1080
Ian Osburn / Ben Feder ir@sigmaroc.com
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.
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 or visit www.rns.com.
END
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