TIDMSRC
RNS Number : 9906P
SigmaRoc PLC
15 October 2019
THIS ANNOUNCEMENT 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, NEW
ZEALAND OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
15 October 2019
(EPIC: SRC / Market: AIM / Sector: Construction Materials)
SIGMAROC PLC
("SigmaRoc", the "Company" and, together with its subsidiaries,
the "Group")
Proposed Acquisition of Carrières du Hainaut
and
Successful Completion of Placing of GBP32.8m at 41 pence per
share
SigmaRoc, the AIM quoted buy-and-build construction materials
group, is pleased to announce that, further to its announcement
earlier today regarding the launch of a proposed vendor and cash
Placing (the "Placing Announcement"), it has successfully placed
79,921,640 new Ordinary Shares at a Placing Price of 41 pence per
share, raising gross proceeds of GBP32.8 million.
The net proceeds from the Placing will be used to satisfy the
Initial Consideration of GBP25.8 million* (EUR29.1 million) payable
in respect of the Proposed Acquisition of CDH Développement SA, the
holding company of Carrières du Hainaut SCA and CDH International
SCA, the Belgian blue limestone and aggregates business, with the
balance providing the Company with additional funds for future
investment opportunities and general working capital.
The Placing Price is equal to the closing middle market price of
41 pence per Ordinary Share on 14 October 2019. The Placing was
supported by existing as well as new investors and was conducted
through an accelerated bookbuild process. Liberum acted as
Bookrunner in relation to the Placing.
The Placing is conditional upon, inter alia, Admission of the
Placing Shares to trading on AIM and the Placing Agreement not
being terminated in accordance with its terms. The Placing Shares
will total 79,921,640 Ordinary Shares and represent approximately
31.5 per cent. of the Company's enlarged total voting rights and
will be issued pursuant to the Company's existing shareholder
authorities granted at the Company's Annual General Meeting of 11
June 2019 and the General Meeting held on 27 September 2019.
Application has been made to the London Stock Exchange for the
Placing 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 17 October 2019 on which date it is also expected that
the Placing Shares will be enabled for settlement in CREST. The
Placing Shares will, when issued, rank pari passu in all respects
with the existing issued Ordinary Shares.
* GBP:EUR conversion rate of 1.1280 assumed throughout this
announcement (based on previous 30 day average)
Total Voting Rights
On Admission, the Company's enlarged share capital will comprise
253,739,186 Ordinary Shares with one voting right per share. The
Company does not hold any shares in treasury. Therefore, this
figure of 253,739,186 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' Participation
The following Directors participated in the Placing at the
Placing Price:
Name Number of Placing Shares Holding of Ordinary Shares Percentage of enlarged share
purchased in the Placing following Admission capital
David Barrett 487,804 2,175,640 0.9%
Tim Hall 150,000 300,000 0.1%
Related Party Transactions
M&G Investment Management Limited ("M&G"), Bailiwick
Investments Limited ("Bailiwick") and certain funds managed by
Ravenscroft Investment Management Limited or its affiliates
("Ravenscroft") have subscribed for 9,756,097, 3,000,000 and
4,350,000 Placing Shares respectively. The participation in the
Placing by M&G, as a substantial shareholder of the Company,
Bailiwick, as a substantial shareholder of the Company in the last
12 months, Ravenscroft, as an associate of Bailiwick, and David
Barrett and Tim Hall (the "Participating Directors") constitute
related party transactions in accordance with the AIM Rules for
Companies.
Accordingly, the Directors (other than the Participating
Directors) consider, having consulted with the Company's nominated
adviser, Strand Hanson Limited, that the terms of M&G's,
Bailiwick's, Ravenscroft's, and the Participating Directors'
participation 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 / Jack Botros
Liberum (Sole Broker and Bookrunner) Tel: +44(0)203 3100 2222
Neil Patel / Jamie Richards / Jonathan Wilkes-Green / William Hall
Investor Relations Tel: +44(0)207 129 7828
Ben Feder ir@sigmaroc.com
About SigmaRoc
SigmaRoc was established as a cash shell in August 2016, by a
combination of entrepreneurs and experienced 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.
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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