TIDMSRC
RNS Number : 1231I
SigmaRoc PLC
09 December 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER
THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AND THE INFORMATION
CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME
WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT
CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL
9 December 2020
(EPIC: SRC / Market: AIM / Sector: Construction Materials)
SIGMAROC PLC
( ' SigmaRoc ' , the 'Company', and together with its
subsidiaries, the 'Group' )
Results of Placing
SigmaRoc plc, a heavy construction materials group active in the
UK, Channel Islands and the Benelux, is pleased to announce the
successful completion of the Placing announced earlier today by the
Company (the 'Placing Announcement').
Liberum and Peel Hunt have placed a total of 24,312,737 Ordinary
Shares at a price of 51 pence per Placing Share, raising gross
proceeds of approximately GBP12.4 million.
Director participation
Certain Directors and senior management of SigmaRoc have
subscribed, in aggregate, for 374,039 Placing Shares at the Placing
Price and the table below sets out each individuals allocation:
Name No. Ordinary Placing Shares Holding following % of issued
Shares currently subscribed Admission share capital
held for after Admission
---------------- ------------------ --------------- ------------------ -----------------
David Barrett 2,380,640 228,549 2,609,189 0.94
Max Vermorken 500,902 48,627 549,529 0.20
Dean Masefield 16,336 11,765 28,101 0.01
Garth Palmer 399,597 38,902 438,499 0.16
Tim Hall 300,000 29,176 329,176 0.12
Charles Trigg 181,563 17,020 198,583 0.07
Max Vermorken, CEO of SigmaRoc, commented on the Placing:
"I am delighted by the significant backing received from
investors, which saw our fundraising target substantially
over-subscribed. This support is a strong endorsement of our
continuing strategy to develop a regionally-focussed construction
materials group of scale. Through careful management, and a robust
business model, we have demonstrated our ability to successfully
manage this economic downturn, showing ourselves adept at
increasing profitability in specific business units using local
market knowledge and leveraging the strengths and capacity of the
wider group. We are now well placed to take advantage of
opportunities which we have identified and which increasingly
present themselves to us, in order to continue delivering increased
value for our shareholders.
"This fundraising will provide the Company with the additional
financial firepower to act quickly and decisively on a number of
acquisition and capital deployment opportunities, and I look
forward to updating shareholders on our progress in due
course."
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 2,300,000, 1,811,915 and
2,343,271 Placing Shares respectively. The participation in the
Placing by M&G and Bailiwick, as substantial shareholders of
the Company in the last 12 months, and Ravenscroft, as an associate
of Bailiwick, constitute related party transactions in accordance
with the AIM Rules for Companies.
Accordingly, the independent Directors (being Simon Chisholm and
Jacques Emsens) consider, having consulted with the Company's
nominated adviser, Strand Hanson Limited, that the terms of
M&G's, Bailiwick's, and Ravenscroft's participation in the
Placing are fair and reasonable insofar as the Company's
shareholders are concerned.
Settlement and dealings
Application has been made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Application has
also been made to the London Stock Exchange for 687,263 Ordinary
Shares to be admitted to trading on AIM to satisfy certain
advisers' consideration and employee compensation.
Admission is expected to take place, and dealings are expected
to commence at 08.00 a.m. on 15 December 2020.
Total voting rights
In accordance with the provision of the Disclosure Guidance and
Transparency Rules of the FCA ('DTRs'), the Company confirms that,
following Admission, its issued share capital will comprise
278,739,186 Ordinary Shares. The Company does not hold any Ordinary
Shares in Treasury. Therefore, the total voting rights in the
Company will be 278,739,186. This figure may be used by
Shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the DTRs.
The Placing Shares will, following Admission, rank pari passu in
all respects with the existing Ordinary Shares.
Terms used in this announcement have the same meaning given to
them as defined in the Placing Announcement.
For further information, please contact:
SigmaRoc plc Tel: +44 (0)
Max Vermorken 207 002 1080
Strand Hanson Limited (Nominated and Financial Tel: +44(0) 207
Adviser) 409 3494
James Spinney / James Dance / Jack Botros
Liberum Capital (Joint Broker and Bookrunner) Tel: +44 (0)
Neil Patel / Jamie Richards / William Hall 203 100 2000
/ Cara Murphy
Peel Hunt (Joint Broker and Bookrunner) Tel: +44 (0)
Mike Bell/Ed Allsopp - Investment Banking 20 7418 8900
Al Rae/Sohail Akbar/Max Irwin - ECM Syndicate
Rubik Communications (Financial PR adviser) Tel: +44 (0)
Andrea Mora / Florian Werner 207 002 1080
info@rubikcomms.com
Market Abuse Regulation
The information contained within this Announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation ('MAR'). Upon the publication of this
announcement via a regulatory information service, this inside
information is now considered to be in the public domain.
PDMR notifications
The below notification made in accordance with the requirements
of the EU Market Abuse Regulation, provides further detail:
1. Details of the person discharging managerial
responsibilities / person closely associated
a) Name 1. David Barrett
2. Max Vermorken
3. Dean Masefield
4. Garth Palmer
5. Tim Hall
6. Charles Trigg
------------------------------- ---------------------------------
2. Reason for the Notification
------------------------------------------------------------------
a) Position/status 1. Executive Chairman
2. Chief Executive Officer
3. Finance Director
4. Non-Executive Director
5. Non-Executive Director
6. Technical Director
------------------------------- ---------------------------------
b) Initial notification/amendment Initial notification
------------------------------- ---------------------------------
3. Details of the issuer, emission allowance market
participant, auction platform, auctioneer or
auction monitor
------------------------------------------------------------------
a) Name SigmaRoc plc
------------------------------- ---------------------------------
b) LEI 213800Q3CJUERBGD1E44
------------------------------- ---------------------------------
4. Details of the transaction(s):section to be
repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and
(iv)each place where transactions have been
conducted
------------------------------------------------------------------
a) Description of the Ordinary Shares of 1p
Financial instrument,
type of instrument
------------------------------- ---------------------------------
Identification code GB00BYX5K988
------------------------------- ---------------------------------
b) Nature of the Transaction Purchase of shares
------------------------------- ---------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
1. 51p 1. 228,549
2. 51p 2. 48,627
3. 51p 3. 11,765
4. 51p 4. 38,902
5. 51p 5. 29,176
6. 51p 6. 17,020
----------------
------------------------------- ---------------------------------
d) Aggregated information Aggregate volume: 374,039
Aggregated volume Aggregate price: 51p
/price
------------------------------- ---------------------------------
e) Date of the transaction 9 December 2020
------------------------------- ---------------------------------
f) Place of the transaction London Stock Exchange, AIM
------------------------------- ---------------------------------
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA
OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL . PERSONS
INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDIX)
COMES ARE REQUIRED BY THE COMPANY, LIBERUM AND PEEL HUNT TO INFORM
THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS .
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR
INVITATION TO UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED
ONLY AT PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA (" EEA ") WHO ARE QUALIFIED INVESTORS WITHIN
THE MEANING OF ARTICLE 2(E) OF EU REGULATION 2017/1129 (AS AMENDED
OR SUPERSEDED) (THE " PROSPECTUS REGULATION ") (" QUALIFIED
INVESTORS "), (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO
(I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE " ORDER "), OR
ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR
PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN
ARTICLE 49(2) (A) to (D) OF THE ORDER AND (II) ARE "QUALIFIED
INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000, AS AMENDED (" FSMA "), AND (C) OTHERWISE, TO
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO
(EACH A " RELEVANT PERSON "). NO OTHER PERSON SHOULD ACT OR RELY ON
THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE
TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A
RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE
AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR
ACQUIRE ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES .
Persons (including individuals, funds or otherwise) who have
chosen to participate in the Placing, by making an oral or written
offer to subscribe for Placing Shares will be deemed to have read
and understood this Announcement, including this Appendix, in its
entirety and to be making such offer on the terms and conditions,
and to be providing the representations, warranties,
acknowledgements and undertakings contained in this Appendix.
This Announcement is for information only and does not itself
constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities
referred to herein in any jurisdiction including, without
limitation, the United States or any other Restricted Jurisdiction
(as defined below) or any jurisdiction where such offer or
solicitation is unlawful.
This Announcement, and the information contained herein, is not
for release, publication or distribution, directly or indirectly,
to persons in the United States, Australia, Canada, Japan or the
Republic of South Africa (each a " Restricted Jurisdiction ") or
any jurisdiction in which such release, publication or distribution
is unlawful. The distribution of this Announcement, the Placing
and/or the offer or sale of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by
the Company or by Peel Hunt or Liberum) or any of their respective
Affiliates or any of their respective agents, directors, officers
or employees (collectively " Representatives ") which would permit
an offer of the Placing Shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons distributing any part of this
Announcement must satisfy themselves that it is lawful to do so.
Persons (including, without limitation, nominees and trustees) who
have a contractual or other legal obligation to forward a copy of
this Announcement should seek appropriate advice before taking any
such action. Persons into whose possession this Announcement comes
are required by the Company, Peel Hunt and Liberum to inform
themselves about, and to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus. This Announcement is being distributed and
communicated to persons in the UK only in circumstances to which
section 21(1) of the Financial Services and Markets Act 2000, as
amended (" FSMA ") does not apply.
The Placing has not been approved and will not be approved or
disapproved by the U.S. Securities and Exchange Commission, any
state securities commission or any other regulatory authority in
the United States, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing or the accuracy or
adequacy of this Announcement. Any representation to the contrary
is unlawful.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Jurusdiction or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Jurisdiction.
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 either
of Peel Hunt or Liberum or any their respective Affiliates or
Representatives 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 party or
its advisers, and any liability therefore is expressly
disclaimed.
Each of Peel Hunt and Liberum is acting exclusively for the
Company and no-one else in connection with the Placing and is not,
and will not be, responsible to anyone (including the Placees)
other than the Company for providing the protections afforded to
its clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement.
None of the Company or Peel Hunt or Liberum or any of its or
their respective Affiliates or Representatives makes any
representation or warranty, express or implied to any Placees
regarding any investment in the securities referred to in this
Announcement under the laws applicable to such Placees. Each Placee
should consult its own advisers as to the legal, tax, business,
financial and related aspects of an investment in the Placing
Shares.
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END
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(END) Dow Jones Newswires
December 09, 2020 10:25 ET (15:25 GMT)
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