TIDMSRC
RNS Number : 3872U
SigmaRoc PLC
22 November 2023
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 OR INTO 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 BREACH ANY APPLICABLE LAW OR
REGULATION.
THIS ANNOUNCEMENT IS NOT AN ADMISSION DOCUMENT OR A PROSPECTUS
AND DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR ISSUE
OR A SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY ANY
SECURITIES WHERE SUCH OFFER WOULD BREACH ANY APPLICABLE LAW OR
REGULATION. INVESTORS SHOULD NOT PURCHASE OR SUBSCRIBE FOR ANY
TRANSFERRABLE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT NOR
SHOULD THEY RELY ON THIS ANNOUNCEMENT IN CONNECTION WITH ANY
CONTRACT OR COMMITMENT WHATSOEVER EXCEPT IN COMPLIANCE WITH
APPLICABLE SECURITIES LAWS ON THE BASIS OF THE INFORMATION IN THE
ADMISSION DOCUMENT TO BE PUBLISHED BY THE COMPANY IN CONNECTION
WITH THE PLACING OF ORDINARY SHARES BY THE COMPANY AND THE PROPOSED
ADMISSION OF ITS ISSUED AND TO BE ISSUED ORDINARY SHARES TO TRADING
ON AIM, A MARKET OPERATED BY LONDON STOCK EXCHANGE PLC. BEFORE ANY
PURCHASE OR SUBSCRIPTION OF SHARES, PERSONS VIEWING THIS
ANNOUNCEMENT SHOULD ENSURE THAT THEY FULLY UNDERSTAND AND ACCEPT
THE RISKS WHICH ARE SET OUT IN THE ADMISSION DOCUMENT WHEN
PUBLISHED.
COPIES OF THE ADMISSION DOCUMENT WILL, FOLLOWING PUBLICATION, BE
AVAILABLE DURING NORMAL BUSINESS HOURS ON ANY DAY (EXCEPT
SATURDAYS, SUNDAYS AND PUBLIC HOLIDAYS) FROM THE REGISTERED OFFICE
OF THE COMPANY AND ON THE COMPANY'S WEBSITE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART
OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS
AMED.
22 November 2023
SIGMAROC PLC
(" SigmaRoc ", the " Company " and, together with its
subsidiaries, the " Existing Group ")
Acquisition of the Deal 1 Targets from CRH
Successful Placing of 418,464,565 new Ordinary Shares at 47.5
pence per share
REX Intermediaries Offer of 2,588,066 new Ordinary Shares at
47.5 pence per share
Reverse Takeover
and
Notice of General Meeting
SigmaRoc, the AIM quoted lime and limestone group, is pleased to
announce that, further to its earlier announcement of 22 November
2023 (the "Placing Announcement"), it has conditionally raised c.
GBP200 million (before expenses) via the conditional issue of
418,464,565 new ordinary shares of GBP0.01 each in the capital of
the Company (" Ordinary Shares ") at a price of 47.5 pence per
share (the " Placing Price ") (the " Placing ").
The Company is also pleased to announce that the REX
Intermediaries Offer which was also announced earlier, has
conditionally raised gross proceeds of approximately GBP1.3
million, via the subscription for, in aggregate, 2,588,066 new
Ordinary Shares at the Placing Price (the Placing and the REX
Intermediaries Offer being the "Fundraising").
As set out in the Placing Announcement, the net proceeds of the
Fundraising will be used to part satisfy the cash consideration due
on Deal 1 Completion.
Due to its size, the acquisition of the Deal 1 Targets comprises
a reverse takeover of the Company pursuant to Rule 14 of the AIM
Rules for Companies and completion of the Deal 1 Acquisition is
therefore conditional on, inter alia, the approval of Shareholders
at the General Meeting.
In accordance with Rule 14 of the AIM Rules for Companies, the
Company's Ordinary Shares have been suspended from trading on AIM
with effect from 7:30 a.m. today. The Company's Ordinary Shares
will remain suspended until such time as either an admission
document is published, (which is expected to be on Thursday 23
November 2023), or an announcement is released confirming that the
Acquisitions are not proceeding.
The Placing is conditional upon, amongst other things, Admission
becoming effective, the Master Acquisition Agreement becoming
unconditional, and the Placing Agreement not being terminated in
accordance with its terms.
The Placing Shares will be credited as fully paid and will rank
pari passu in all respects with the existing issued Ordinary
Shares, including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
the Ordinary Shares after the date of issue of the Placing Shares
to the relevant Placees.
The Board currently expects Admission to occur on 4 January,
2024. A further announcement will be made in due course, as and
when appropriate.
The General Meeting to approve the acquisition of the Deal 1
Targets and the issue of the Fundraising Shares will be held at 11
a.m. on 11 December 2023 at the offices of Fieldfisher LLP,
Riverbank House, 2 Swan Lane, London, EC4R 3TT.
Defined terms used throughout this announcement have the
meanings set out in the Placing Announcement unless the context
requires otherwise.
Max Vermorken, CEO of SigmaRoc, commented on the
transaction:
"I am delighted to see many of our existing shareholders
continuing to offer their support for SigmaRoc and our
buy-and-build strategy. We are encouraged by the quality of our new
shareholders which we are pleased to see provides confidence in our
plans for the future. This acquisition of lime operations from CRH
plc enables SigmaRoc to expand its footprint in the European lime
market significantly and it also creates further opportunities that
we look forward to exploring."
DIRECTORS AND SENIOR MANAGERS' PARTICIPATION IN THE PLACING
Directors have subscribed for, in aggregate, 831,582 Placing
Shares as set out below:
Name Existing Percentage Number Resultant Percentage
Shareholding of Existing of Placing shareholding of Enlarged
Ordinary Shares on Admission Share Capital
Shares subscribed
for in
the Placing
David Barrett 3,434,180 0.5% 421,054 3,855,234 0.3%
Max Vermorken 827,034 0.1% 210,527 1,037,561 0.1%
Garth Palmer 671,776 0.1% 157,895 829,666 0.1%
Tim Hall 400,176 0.1% 42,106 442,282 0.0%
In addition, senior management have subscribed for, in
aggregate, 1,303,949 Placing Shares.
As part of the placing, a CRH Group company has conditionally
subscribed for 171,578,948 Placing Shares. CRH's expected holding
on Admission of the Placing Shares as a percentage of the Enlarged
Share Capital is 15.4 per cent . It will reapply an equivalent
amount of the consideration paid to the Sellers under the Master
Purchase Agreement to subscribe for such shares.
ADMISSION, SETTLEMENT AND DEALINGS
Application will be made to the London Stock Exchange for
Admission of the Placing Shares to be issued pursuant to the
Placing and the re-admission of the Enlarged Share Capital to
trading on AIM.
The Placing and the Deal 1 Acquisition are inter-conditional and
are both subject to, inter alia, Shareholder approval at the
General Meeting. Should these conditions not be satisfied,
Admission will not occur.
The Company currently expects to complete the Deal 1 Acquisition
(and therefore for Admission to occur) on 4 January 2024.
The Placing Shares will not be admitted to trading on any stock
exchange other than AIM.
DIRECTORS' RECOMMATION AND VOTING INTENTION
The Directors consider that the Proposals are in the best
interests of the Shareholders and the Company as a whole and,
accordingly, they recommend that Shareholders vote in favour of the
Resolutions to be proposed at the General Meeting, as they have
irrevocably undertaken to do in respect of their own beneficial
holdings of 5,333,166 Ordinary Shares, representing approximately
0.77 per cent. of the Company's Existing Ordinary Share
capital.
Information on SigmaRoc is available on the Company's website
at: www.sigmaroc.com .
For further information, please contact:
SigmaRoc plc Tel: +44 (0) 207 002
Max Vermorken (Chief Executive Officer) 1080
Garth Palmer (Chief Financial Officer) ir@sigmaroc.com
Tom Jenkins (Head of Investor Relations)
Liberum Capital Limited (Nominated Tel: +44 (0) 203 100
and Financial Adviser, Joint Bookrunner 2000
and Co-Broker)
Dru Danford / Ben Cryer / Mark Harrison
/ John More / Anake Singh
Tel: +44 (0) 20 7418
Peel Hunt (Joint Bookrunner and Co-Broker) 8900
Investment Banking
Mike Bell / Ed Allsopp / Ben Harrington
ECM Syndicate & Broking
Sohail Akbar / Jock Maxwell Macdonald
/ Tom Ballard
Rothschild & Co acting through Redburn Tel: +44 (0) 20 7000
Atlantic (Joint Bookrunner and Financial 2020
Adviser)
Adam Young / Ben Glaeser
BNP Paribas (Joint Bookrunner and Financial Tel: +44 (0) 20 7595
Adviser) 9523
Tom Snowball / Matt Randall / Lauren
Davies / Deepak Sran
Santander Group (Joint Bookrunner and Tel: +34 912572388
Financial Adviser)
Javier Mata / Oliver Tucker
Walbrook PR Ltd (Public Relations)
Tom Cooper / Nick Rome Tel: +44 20 7933 8780
/ sigmaroc@walbrookpr.com
Mob: +44 7971 221972
About SigmaRoc plc
SigmaRoc is an AIM-quoted lime and limestone group targeting
quarried materials assets in the UK and Northern Europe. It seeks
to create value by purchasing assets in fragmented materials
markets and extracting efficiencies through active management and
by forming the assets into larger groups. It seeks to de-risk its
investments via strong asset backing at its projects through the
selection of projects with strong asset-backing.
Pre-Emption Group Reporting
The Fundraising is a non-pre-emptive issue of equity securities
for cash and accordingly the Company makes the following post
transaction report in accordance with the most recently published
Pre-Emption Group Statement of Principles (2022).
Name of Issuer SigmaRoc plc
Transaction In aggregate, the Fundraising of 421,052,631 new
details Ordinary Shares (comprising 418,464,565 Placing
Shares and 2,588,066 REX Intermediaries Offer
Shares) represents approximately 60.7% of the
Company's issued ordinary share capital. Settlement
for the new Ordinary Shares and Admission is expected
to take place on 4 January 2024.
------------------------------------------------------------
Use of proceeds The net proceeds of the Fundraising will be used
to fund part of the consideration payable for
the acquisition of the European Lime assets from
CRH Plc.
------------------------------------------------------------
Quantum of proceeds In aggregate, the Fundraising will raise gross
proceeds of approximately GBP200 million with
estimated net proceeds (after the deduction expenses
incurred in connection with the Fundraising) receivable
by the Company of approximately GBP193.2million.
The subscription by a member of the CRH Group
for 171,578,948 Placing Shares will be satisfied
by it reapplying an equivalent amount of the consideration
paid to the Sellers under the Master Purchase
Agreement to subscribe for such shares.
------------------------------------------------------------
Discount The Placing Price of 47.5 pence represents a discount
of approximately 5.4 per cent. to the closing
share price of 50.2 pence on 21 November 2023.
------------------------------------------------------------
Allocations Soft pre-emption has been adhered to in the allocations
process. Management was involved in the allocations
process, which has been carried out in compliance
with the MiFID II Allocation requirements. Allocations
made outside of soft pre-emption were preferentially
directed towards existing shareholders in excess
of their pro rata entitlement, or towards new
shareholders with a long only investment strategy
and wall-crossed accounts
------------------------------------------------------------
Consultation Liberum, Peel Hunt, Redburn, BNP Paribas and Santander
conducted a pre-launch wall-crossing exercise
in accordance with the market-sounding regime
under the Market Abuse Regulation, including consulting
with major shareholders, to the extent reasonably
practicable and permitted by law.
------------------------------------------------------------
Retail investors The Company values its retail investor base and
has therefore provided its existing shareholders
who cannot participate in the Placing with the
opportunity to participate on the same terms as
other subscribers in the Placing, via the REX
Intermediaries Offer (the "REX Intermediaries
Offer").
The Fundraising included an offer for a maximum
of 10,526,315 REX Intermediaries Offer Shares,
via the REX Intermediaries Offer. Retail shareholders,
who participated in the REX Intermediaries Offer,
were able to do so at the same Placing Price offered
to all of the other investors participating in
the Placing.
The REX Intermediaries Offer was only available
to existing shareholders.
------------------------------------------------------------
IMPORTANT INFORMATION
This announcement and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into the United States (including its
territories and possessions, any state of the United States and the
District of Columbia (the "United States" or "US")), Canada,
Australia, New Zealand, the Republic of South Africa, Japan, any
member state of the EEA or any other jurisdiction where to do so
might constitute a violation of the relevant laws or regulations of
such jurisdiction.
The Ordinary Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "US
Securities Act"), or under the applicable securities laws of any
state or other jurisdiction of the United States, and may not be
offered, sold, taken up, resold, transferred or delivered, directly
or indirectly, in or into the United States, except pursuant to an
applicable exemption from the registration requirements of the US
Securities Act and in compliance with the securities laws of any
relevant state or other jurisdiction of the United States. There
will be no public offering of the Ordinary Shares in the United
States. The Ordinary Shares have not been approved or disapproved
by the US Securities and Exchange Commission, any state securities
commission in the United States or any US regulatory authority, nor
have any of the foregoing authorities passed upon or endorsed the
merits of any offering of the Ordinary Shares, or the accuracy or
adequacy of this announcement. Any representation to the contrary
is a criminal offence in the United States. No money, securities or
other consideration from any person inside the United States is
being solicited and, if sent in response to the information
contained in this announcement, will not be accepted.
This announcement is for information purposes only and does not
constitute an offer to sell or issue, or the solicitation of an
offer to buy or subscribe for, securities in the United States,
Canada, Australia, New Zealand, the Republic of South Africa,
Japan, or in any jurisdiction in which such offer or solicitation
is unlawful. This announcement is not for publication or
distribution, directly or indirectly, in whole or in part, in or
into the United States, Canada, Australia, New Zealand, the
Republic of South Africa or Japan, nor in any country or territory
where to do so may contravene local securities laws or regulations.
The distribution of this announcement (or any part of it or any
information contained within it) in other jurisdictions may be
restricted by law and therefore persons into whose possession this
announcement (or any part of it or any information contained within
it) comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities law of any such
jurisdictions. The Ordinary Shares have not been and will not be
registered under the US Securities Act nor under the applicable
securities laws of any state or other jurisdiction of the United
States or any province or territory of Canada, Australia, New
Zealand, the Republic of South Africa or Japan. Accordingly, the
Ordinary Shares may not be offered or sold directly or indirectly
in or into the United States, Canada, Australia, New Zealand, the
Republic of South Africa or Japan or to any resident of the United
States, Canada, Australia, New Zealand, the Republic of South
Africa or Japan except pursuant to an exemption to applicable
registration requirements.
The distribution of this announcement and other information in
connection with the Placing and Admission in certain jurisdictions
may be restricted by law and persons into whose possession this
announcement, any 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. Neither this announcement nor any part of it nor the
fact of its distribution shall form the basis of or be relied on in
connection with or act as an inducement to enter into any contract
or commitment whatsoever.
Liberum Capital Limited, which is authorised and regulated by
the FCA in the United Kingdom, is acting as Nominated Adviser,
Financial Adviser and Joint Bookrunner to the Company. Liberum
Capital Limited, as Nominated Adviser, has not authorised the
contents of, or any part of, this announcement, and no liability
whatsoever is accepted by Liberum Capital Limited for the accuracy
of any information or opinions contained in this announcement or
for the omission of any material information. The responsibilities
of Liberum Capital Limited as the Company's Nominated Adviser under
the AIM Rules for Companies and the AIM Rules for Nominated
Advisers are owed solely to London Stock Exchange plc and are not
owed to the Company or to any director or shareholder of the
Company or any other person, in respect of its decision to acquire
shares in the capital of the Company in reliance on any part of
this announcement, or otherwise. Liberum Capital Limited will not
be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this
announcement.
Peel Hunt LLP is authorised and regulated by the FCA in the
United Kingdom and is acting as Joint Bookrunner exclusively for
the Company and no one else in connection with the Placing, and
Peel Hunt LLP will not be responsible to anyone other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Placing or any other
matters referred to in this announcement.
Redburn (Europe) Limited is authorised and regulated by the FCA
in the United Kingdom and is acting exclusively as Joint Bookrunner
for the Company and no one else in connection with the Placing, and
Redburn (Europe) Limited will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Placing or any
other matters referred to in this announcement.
BNP PARIBAS is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively as Joint Bookrunner for the
Company and no one else in connection with the Placing, and BNP
Paribas will not be responsible to anyone other than the Company
for providing the protections afforded to its clients or for
providing advice in relation to the Placing or any other matters
referred to in this announcement.
Banco Santander S.A. is registered with the Bank of Spain (Banco
de España) under registration number 0049 with CIF A-39000013.
Banco Santander S.A., London Branch is authorised by the Bank of
Spain and subject to limited regulation by the FCA and PRA and is
acting as Joint Bookrunner exclusively for the Company and no one
else in connection with the Placing, and Santander will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this
announcement.
The person responsible for arranging the release of this
announcement on behalf of the Company is Garth Palmer.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014, as it
forms part of UK law by virtue of the European Union Withdrawal Act
2018 ("UK MAR"), encompassing information relating to the Proposals
described above, and is disclosed in accordance with the Company's
obligations under Article 17 of UK MAR. In addition, market
soundings (as defined in UK MAR) were taken in respect of the
Placing with the result that certain persons became aware of inside
information (as defined in UK MAR), as permitted by UK MAR. This
inside information is set out in this announcement. Therefore, upon
publication of this announcement, those persons that received such
inside information in a market sounding are no longer in possession
of such inside information relating to the Company and its
securities.
This announcement does not constitute a recommendation
concerning any investor's option with respect to the Placing. Each
investor or prospective investor should conduct his, her or its own
investigation, analysis and evaluation of the business and data
described in this announcement and publicly available information.
The price and value of securities can go down as well as up. Past
performance is not a guide to future performance.
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 the Nominated Adviser or Joint
Bookrunners or by any of their respective affiliates or agents 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 interested party or its
advisers, and any liability therefor is expressly disclaimed.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will", or
"should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include
matters that are not historical facts. They appear in a number of
places throughout this announcement and include statements
regarding the directors' current intentions, beliefs or
expectations concerning, among other things, the Company's results
of operations, financial condition, liquidity, prospects, growth,
strategies and the Company's markets. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. Actual results and
developments could differ materially from those expressed or
implied by the forward-looking statements. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements in this announcement are based on
certain factors and assumptions, including the directors' current
view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and
assumptions relating to the Company's operations, results of
operations, growth strategy and liquidity. Whilst the directors
consider these assumptions to be reasonable based upon information
currently available, they may prove to be incorrect. Save as
required by applicable law or regulation, the Company undertakes no
obligation to release publicly the results of any revisions to any
forward-looking statements in this announcement that may occur due
to any change in the directors' expectations or to reflect events
or circumstances after the date of this announcement.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
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END
ACQPPGPPGUPWGRP
(END) Dow Jones Newswires
November 22, 2023 13:24 ET (18:24 GMT)
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