TIDMSRC
RNS Number : 3752W
SigmaRoc PLC
11 December 2023
11 December 2023
SIGMAROC PLC
(" SigmaRoc ", the " Company " or the " Group ")
Result of General Meeting
Director / PDMR Dealings
SigmaRoc (AIM: SRC), the AIM quoted lime and limestone group, is
pleased to announce the results of its General Meeting held today
at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane,
London, EC4R 3TT. All resolutions proposed at the meeting were duly
passed and the votes lodged in respect of each resolution are set
out in the table below.
The Acquisitions represent an opportunity to become Northern
Europe's leader in lime and a key supplier to the structural growth
markets critical for the green transition. Following the
Acquisitions, the pro forma revenue of the Enlarged Group for FY22
would be GBP1 billion with underlying EBITDA of GBP211 million
(assuming, in each case, exercise of the UK Call Option and Polish
Call Option). The Enlarged Group is expected to be significantly
cash generative with a free cash flow target in excess of GBP100
million per annum which is expected to enable the Enlarged Group to
de-gear at a rate of 0.5x per year with target leverage of 1.0x
.
The Targets, together, have a consistent performance track
record delivering FY22 revenue of EUR579.7 million and EBITDA of
EUR133.7 million and EBITDA margin in excess of 20 per cent. The
Acquisitions are expected to deliver revenue growth opportunities
and cost synergies resulting in at least EUR30 million of EBITDA
contribution by 31 December 2027.
Completion of the acquisition of the Deal 1 Targets is
conditional, inter alia, on Admission, which is expected to take
place at 8.00 a.m. on Thursday 4 January 2024.
Whereas the Deal 1 Targets are stand-alone entities, the Call
Option Targets (being the UK Target and the Polish Target) require
carving out of existing CRH businesses in order to be acquired. In
the event that the Company exercises its sole discretion to
exercise the relevant Call Option, completion of the acquisition of
the UK Target is expected by 28 March 2024, and completion of the
acquisition of the Polish Target is expected by 30 September 2024.
The total consideration payable by the Company for the Deal 1
Targets is EUR745 million (approximately GBP645 million). In the
event that both the UK Call Option and the Polish Call Option are
exercised, the total consideration payable by SigmaRoc for all of
the Targets is c.EUR1 billion (c.GBP870 million).
The voting was held on a poll. The votes received, including
those submitted by proxy, were as follows:
Votes % Votes % Against % of Votes
in Favour In against Votes ISC voted withheld
favour Total
Ordinary
resolution
to approve
the acquisition
of the
Deal 1
1 Targets 552,490,140 99.99 50,514 0.01 552,540,654 79.64 20,186,037
----------------- -------------- -------- -------------- ---------- ------------- ---------- -------------
Special
resolution
to authorise
the Directors
to allot
the Fundraising
2 Shares 549,813,702 99.52 2,661,952 0.48 552,475,654 79.63 20,251,037
----------------- -------------- -------- -------------- ---------- ------------- ---------- -------------
Ordinary
resolution
to authorise
the Board
to adopt
the New
Option
3 Plan 384,719,778 69.64 167,738,956 30.36 552,458,734 79.63 20,267,957
----------------- -------------- -------- -------------- ---------- ------------- ---------- -------------
Expected Timetable of Principal Events
Completion of the acquisition 8 a.m. on 4 January 2024
of the Deal 1 Targets, Admission
and dealings commence in the
Enlarged Share Capital on AIM
Issue of Fundraising Shares 8 a.m. on 4 January 2024
CREST accounts credited by 4 January 2024
Dispatch of definitive share Within 10 business days of Admission
certificates, where applicable
Carve Out(1) of UK Target expected 28 March 2024
by
Carve Out(1) of Polish Target 30 June 2024
expected by
Expected timing for UK Target 28 March 2024
(and Call Option) Completion
by(2)
Expected timing for Polish Target 30 September 2024
(and Call Option) Completion
by(3)
(1) The Carve Outs of the UK Target and the Polish Target are
required because the assets and businesses which will come to form
the UK Target and Polish Target are not at present standalone
entities and will need to be carved-out of existing CRH businesses
such that they are standalone entities, which can be acquired.
(2) Subject to the Company electing to exercise (in its sole
discretion) the UK Call Option
(3) Subject to receipt of the Polish Competition Office
Clearance and the Polish Purchaser electing to exercise (in its
sole discretion) the Polish Call Option
Notes:
Each of these times and dates is subject to change, particularly
depending on the timing of the Polish Competition Office Clearance
and the Carve Outs. Any changes to timing are at the absolute
discretion of the Company, the Nominated Adviser and the Joint
Bookrunners. Any changes to the expected timetable will be notified
by the Company through an RIS. References to times are to London,
UK times.
Defined terms used throughout this announcement have the
meanings set out in the admission document published by the Company
on 23 November 2023 unless the context requires otherwise.
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
(Nick)
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.
The information below (set out in accordance with the
requirements of EU Market Abuse Regulation) provides further
detail:
PDMR Notification Forms:
Details of the person discharging managerial responsibilities
1 / person closely associated
a) Name 1) David Barrett
2) Max Vermorken
3) Garth Palmer
4) Tim Hall
-------------------------- ---------------------------------------
Reason for the notification
2
-------------------------------------------------------------------
a) Position/status 1) Executive Chairman
2) Chief Executive Officer
3) Chief Financial Officer
4) Non-Executive Director
-------------------------- ---------------------------------------
b) Initial notification Initial Notification
/Amendment
-------------------------- ---------------------------------------
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
-------------------------------------------------------------------
a) Name SigmaRoc plc
-------------------------- ---------------------------------------
b) LEI 213800Q3CJUERBGD1E44
-------------------------- ---------------------------------------
Details of the transaction(s): section to be repeated for
4 (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 1 pence each
financial instrument,
type of instrument ISIN: GB00BYX5K988
Identification code
-------------------------- ---------------------------------------
b) Nature of the transaction Subscription for new Ordinary Shares
-------------------------- ---------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
1) 47.5 pence 421,054
----------- ----------
2) 47.5 pence 210,527
----------- ----------
3) 47.5 pence 157,895
----------- ----------
4) 47.5 pence 42,106
----------- ----------
-------------------------- ---------------------------------------
d) Aggregated information
Single transactions as in 4 c) above
Aggregated volume
Price
-------------------------- ---------------------------------------
e) Date of the transaction 11 December 2023
-------------------------- ---------------------------------------
f) Place of the transaction Outside of a trading venue
-------------------------- ---------------------------------------
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END
ROMUAVORONUUAAA
(END) Dow Jones Newswires
December 11, 2023 09:00 ET (14:00 GMT)
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