NOT
FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE
LAW
PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
PROPOSED
SECONDARY PLACING OF ORDINARY SHARES IN SIGMAROC PLC
5 February 2025
CRH (UK) Limited, a subsidiary of CRH plc (the
"Seller" or "CRH") announces its intention to sell
up to 171,578,948 ordinary shares (the "Placing Shares") in SigmaRoc Plc
("SigmaRoc" or the
"Company"). The Placing
Shares represent approximately 15.4% of the Company's issued share
capital.
The Placing Shares are being offered by way of
an accelerated bookbuild (the "Placing"), which will be launched
immediately following this announcement. Numis Securities Limited
("Deutsche Numis") is
acting alongside J.P. Morgan Securities plc ("J.P. Morgan"), which conducts its UK
investment banking activities as J.P. Morgan Cazenove
("J.P. Morgan Cazenove"),
as joint bookrunners in connection with the Placing (Deutsche Numis
and J.P Morgan together the "Joint
Bookrunners").
Following completion of the Placing, CRH is
expected to exit its interest in SigmaRoc in full.
Any ordinary shares in SigmaRoc held by CRH
following completion of the Placing will be subject to a 60
calendar day lock-up which is subject to certain exceptions and may
otherwise only be waived with the consent of the Joint
Bookrunners.
The final number of Placing Shares to be placed
and the price at which the Placing Shares are to be placed will be
agreed by Deutsche Numis and J.P. Morgan alongside the Seller at
the close of the bookbuild process, and the results of the Placing
will be announced as soon as practicable thereafter.
The timings for the close of the bookbuild
process are at the absolute discretion of Deutsche Numis and J.P.
Morgan. The Placing is subject to demand, price and market
conditions.
SigmaRoc will not receive any proceeds from the
Placing.
Enquiries:
Deutsche
Numis (Joint bookrunner)
+44 (0) 20 7260 1000
Jamie Loughborough
Richard Thomas
Will Baunton
Hannah Boros
J.P. Morgan
Cazenove (Joint bookrunner)
+44 (0) 20 7742 4000
Antonio Brina
Richard Walsh
Will Holyoak
IMPORTANT
NOTICE
The contents of this announcement have been
prepared by and are the sole responsibility of CRH (UK)
Limited.
This press release is not for publication or
distribution, directly or indirectly, in or into the United States
of America. This press release is not an offer of securities
for sale into the United States. The securities referred to
herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold
in the United States, except pursuant to an applicable exemption
from registration. No public offering of securities is being
made in the United States.
The distribution of this announcement and the
offer and sale of the Placing Shares in certain jurisdictions may
be restricted by law and persons into whose possession this
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such
jurisdiction.
The Placing Shares are not being offered to the
public in any jurisdiction and may not be offered to the public in
any jurisdiction in circumstances which would require the
preparation or registration of any prospectus or offering document
relating to the shares in such jurisdiction. This announcement is
not an offer of securities for sale in any jurisdiction, including
the United States, Canada, South Africa, Australia or Japan. No
action has been taken by the Seller or the Joint Bookrunners or any
of their affiliates to permit a public offering of the shares or
possession or distribution of this announcement in any jurisdiction
where action for that purpose is required. Neither this
announcement nor anything contained herein shall form the basis of,
or be relied upon in connection with, any offer or purchase
whatsoever in any jurisdiction and shall not constitutes or form
part of an offer to sell or the solicitation of an offer to buy any
securities in the United States or in any other
jurisdiction.
In member states of the European Economic Area
(the "EEA"), this announcement and any offer if made subsequently
is directed exclusively at persons who are "qualified investors"
within the meaning of the Prospectus Regulation (Regulation (EU)
2017/1129) ("Qualified Investors"). In the United Kingdom this
announcement and any offer if made subsequently is directed
exclusively at persons who are "qualified investors" within the
meaning of the UK Prospectus Regulation (Regulation (EU) 2017/1129)
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (i) who have professional experience in
matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order") or (ii) who fall within Article
49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise
lawfully be communicated (all such persons together with Qualified
Investors in the EEA being referred to herein as "Relevant
Persons"). In Canada, this announcement and any offer if made
subsequently is directed exclusively at "permitted clients",
as defined in National Instrument 31-103 Registration Requirements, Exemptions and
Ongoing Registrant Obligations. In Australia, this
announcement and any offer if made subsequently is directed
exclusively at persons to whom an offer of securities can be
lawfully made in Australia without disclosure under Part 6D.2 or
Part 7.9 of the Corporations Act
2001 (Cth) of Australia (as modified by any applicable
regulatory instrument). This document is directed only at Relevant
Persons and must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to
which this document relates is available only to Relevant Persons
and will be engaged in only with Relevant Persons. This
announcement is not an offer of securities or investments for sale
nor a solicitation of an offer to buy securities or investments in
any jurisdiction where such offer or solicitation would be
unlawful. No action has been taken that would permit an offering of
the securities or possession or distribution of this announcement
in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required
to inform themselves about and to observe any such
restrictions.
This press release is not for publication or
distribution, directly or indirectly, in or into Japan. This press
release is not an offer of securities for sale into Japan. The
Placing Shares have not been and will not be registered under
the Financial Instruments and Exchange Law of Japan (Law No. 25 of
1948, as amended (the "FIEL")) and, accordingly, may not be offered
or sold, directly or indirectly, in Japan or to, or for the account
or benefit of, any Japanese Person or to others for reoffering or
resale, directly or indirectly, in Japan or to, or for the account
or benefit of, any Japanese Person, except pursuant to an exemption
from the registration requirements of, and otherwise in compliance
with, the FIEL and any other applicable laws, regulations and
ministerial guidelines of Japan. For the purposes of this
paragraph, "Japanese Person" shall mean any person resident in
Japan, including any corporation or other entity organised under
the laws of Japan.
In connection with the sale of the Placing
Shares, the Joint Bookrunner and any of their affiliates may take
up a portion of the Placing Shares in the Placing as a principal
position and in that capacity may retain, purchase, sell, offer to
sell for their own accounts such Shares and other securities of the
Company or related investments in connection with the Placing or
otherwise. Accordingly, references in this announcement to
the Placing Shares being sold, offered, subscribed, acquired,
placed or otherwise dealt in should be read as including any issue
or offer to, or subscription, acquisition, placing or dealing by
the Joint Bookrunners and any of its affiliates acting in such
capacity. In addition the Joint Bookrunners and any of their
affiliates may enter into financing arrangements (including swaps
or contracts for differences) with investors in connection with
which the Joint Bookrunner and any of their affiliates may from
time to time acquire, hold or dispose of Placing Shares. The Joint
Bookrunners do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
A communication that a transaction is or that
the book is "covered" (i.e. indicated demand from investors in the
book equals or exceeds the amount of the securities being offered)
is not any indication or assurance that the book will remain
covered or that the transaction and securities will be fully
distributed by the Joint Bookrunners. The Joint Bookrunners reserve
the right to take up a portion of the securities in the offering as
a principal position at any stage at their sole discretion, inter
alia, to take account of the objectives of the seller, MiFID II
requirements and in accordance with allocation policies.
None of the Joint Bookrunners or any of their
affiliates' directors, officers, employees, advisers or agents
accepts any responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
or any other information relating to CRH plc, SigmaRoc plc or their
respective subsidiaries or associated companies, whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
this announcement or its contents or otherwise arising in
connection therewith.
The Joint Bookrunners are acting on behalf of
the Seller and no one else in connection with any offering of the
Placing Shares and will not be responsible to any other person for
providing the protections afforded to any of their clients or for
providing advice in relation to any offering of the Placing
Shares.
