TIDMSRC
RNS Number : 3767W
AIM
11 December 2023
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION
IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM
RULES")
COMPANY NAME:
SigmaRoc plc ("SigmaRoc" or the "Company")
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES) :
SigmaRoc plc: 6 Heddon Street, London W1B 4BT, United Kingdom
COUNTRY OF INCORPORATION:
United Kingdom
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
https://www.sigmaroc.com/investors/aim-26
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE
TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
SigmaRoc is an existing AIM-quoted lime and industrial limestone
group targeting quarried materials assets in the UK (main country
of operation) 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.
On 22 November 2023, the Company announced it entered into
an agreement pursuant to which it has conditionally agreed
to acquire certain European lime businesses from CRH plc ("CRH"),
a global diversified building materials business, that CRH
has deemed non-core comprising of standalone businesses in
Germany, Czech Republic and Ireland (the "Deal 1 Targets").
The Deal 1 Targets comprise: (i) the entire issued share capital
of Fels Holding GmbH including its fully owned (direct or indirect)
subsidiaries Fels-Werke GmbH, Fels Netz GmbH and Fels Vertriebs
und Service GmbH & Co. KG (together, the "German Target") from
the German Seller; (ii) 75% of the issued share capital of
Vápenka Vitošov s.r.o. (the "Czech Target") from
the Czech Seller; and (iii) the entire issued share capital
of Clogrennane Lime Limited (the "Irish Target") from the Irish
Seller.
The total consideration payable by SigmaRoc for the Deal 1
Targets only is EUR745 million (c. GBP645 million) (including
c.EUR211.5 million in connection with the assignment of the
German Intercompany Loan Receivables) (subject to customary
adjustments in respect of the target entities' net debt and
working capital position as at 1 January 2024).
In addition, the Company has entered into call options pursuant
to which, subject to certain conditions, it has been granted
the right (but not the obligation) to acquire, separately the
UK and Polish lime operations of CRH (respectively, the "UK
Target" and the "Polish Target"). The assets and businesses
which will in due course constitute the UK Target and Polish
Target are at present integrated within other CRH businesses
and need to be carved out into standalone entities before they
can be acquired. Subject to the Company exercising the relevant
call option, the Company currently expects to complete the
acquisition of the UK Target and the Polish Target by 28 March
2024 and 30 September 2024, respectively.
In the event that both call options are exercised by SigmaRoc,
the total consideration payable by SigmaRoc for all of the
Deal 1 Targets, the UK and Polish Targets is c.EUR1 billion
(c.GBP870 million).
The consideration, following customary purchase price adjustments,
will be satisfied by a c.EUR230 million (c.GBP200 million)
equity raise, c.EUR175 million (c.GBP155 million) of deferred
consideration, with the balance c.EUR505 million (c.GBP435
million) to be financed via debt.
On 22 November 2023, the Company announced it had raised c.
GBP198.8 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
also raised gross proceeds of approximately GBP1.2 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"). In total the Fundraising was
for GBP200 million.
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 on 11 December 2023.
The Deal 1, UK and Polish Target's operations include extracting
limestone from quarries as well further processing the limestone
to, e.g., limestone flour or burn the limestone to produce
quicklime. In total, the Target operates 11 quarries and 14
production sites with kilns. The Target comprises of 5 individual
operating company businesses, spread across 5 geographic clusters
(Germany, Czech Republic, Ireland, Poland and the United Kingdom).
Poland and the United Kingdom are proposed to be NewCos (both
these operations currently include non-lime activities).
The Deal 1, UK and Polish Targets are part of the CRH group,
a leading provider of building materials solutions with c.
75,800 employees across 29 countries. The Existing Group as
enlarged by the Deal 1 Targets and UK and Polish Targets would
be one of the largest lime producers in Europe.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS
AS TO TRANSFER OF THE SECURITIES (i.e. where known, number
and type of shares, nominal value and issue price to which
it seeks admission and the number and type to be held as treasury
shares):
1,114,854,530 Ordinary Shares of GBP0.01 each in the capital
of the Company comprising:
(i) 693,801,899 Existing Ordinary Shares; and
(ii) 421,052,631 Placing Ordinary Shares (including 2,588,066
Ordinary Shares in relation to the Retail Offer).
The Ordinary Shares are and will remain freely transferable
and have no restrictions as to transfer placed on them.
The issue price of the new Ordinary Shares: 47.5 pence.
No Ordinary Shares are or will be held in treasury.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
The Company has raised GBP198.8 million from the Placing and
GBP1.2 million from the Retail Offer.
Anticipated market capitalisation on Admission c. GBP530 million
(at the issue price of 47.5 pence).
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
Shares representing c. 16% of the Company's issued share capital
on Admission are anticipated not to be in public hands.
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH
THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE
OR WILL BE ADMITTED OR TRADED:
None.
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including
any other name by which each is known):
Maximilian (Max) Alphons Vermorken, Chief Executive Officer
Garth Mervyn Palmer, Chief Financial Officer
David Kenneth Barrett, Executive Chairman
Simon Roy Chisolm, Non-Executive Director
Jacques Gaetan Emsens, Non-Executive Director
Timothy (Tim) Conrad Langston Hall, Non-Executive Director
Axelle Henry, Non-Executive Director
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED
AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER
ADMISSION (underlining the first name by which each is known
or including any other name by which each is known):
Before Admission After Admission
Shareholder # of % of Existing # of Shares % of Enlarged
Shares Share Capital Share Capital
----------- --------------- ------------ ---------------
Blackrock Investment
Mgt (UK) 71,286,121 10.27 86,767,038 7.8
----------- --------------- ------------ ---------------
Rettig Group 50,276,521 7.25 50,276,521 4.5
----------- --------------- ------------ ---------------
Janus Henderson Investors 46,831,223 6.75 46,831,223 4.2
----------- --------------- ------------ ---------------
BGF Investments LP 46,105,973 6.65 46,105,973 4.1
----------- --------------- ------------ ---------------
Chelverton Asset
Management 44,340,000 6.39 44,340,000 4.0
----------- --------------- ------------ ---------------
Lombard Odier Investment
Managers 36,610,423 5.28 56,610,423 5.1
----------- --------------- ------------ ---------------
Canaccord Genuity
Wealth Management 36,000,000 5.19 48,632,000 4.4
----------- --------------- ------------ ---------------
M&G Investment Management 35,584,798 4.84 35,542,301 3.2
----------- --------------- ------------ ---------------
Polar Capital 33,192,021 4.78 35,297,284 3.2
----------- --------------- ------------ ---------------
Slater Investments 31,057,422 4.48 40,597,422 3.6
----------- --------------- ------------ ---------------
CRH plc - - 171,578,948 15.4
----------- --------------- ------------ ---------------
Conversant Capital
LLC - - 58,947,368 5.3
----------- --------------- ------------ ---------------
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
None.
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION
DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
(i) 31 December
(ii) 30 June 2023
(iii) 30 June 2024 in respect of the audited annual accounts
for year ended 31 December 2023, 30 September 2024 for half
year report for six months ended 30 June 2024 and 30 June 2025
for the audited annual accounts for the year ended 31 December
2024
EXPECTED ADMISSION DATE:
4 January 2024
NAME AND ADDRESS OF NOMINATED ADVISER:
Liberum Capital Limited
25 Ropemaker St
London
EC2Y 9LY
NAME AND ADDRESS OF BROKER:
Joint brokers and joint bookrunners:
Liberum Capital Limited
25 Ropemaker St
London
EC2Y 9LY
Peel Hunt LLP
7th Floor
100 Liverpool St
London
EC2M 2AT
Joint bookrunners for the purposes of the Fundraising:
Banco Santander, S.A.
Paseo de Pereda
9 - 12 Santander
Spain
BNP PARIBAS
16 boulevard des Italiens
75009
Paris
France
Redburn (Europe) Limited
2nd Floor
10 Aldermanbury
London EC2V 7RF
United Kingdom
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE
(POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE
AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
The Admission Document contains full details about the applicant
and the admission of its securities and is available on the
Company's website
https://www.sigmaroc.com/investors/corporate-documents-and-circulars
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO
APPLY
The Company has adopted the Quoted Companies Alliance, Corporate
Governance Code, published by the UK Quoted Companies Alliance,
and will continue to apply this code from Admission.
DATE OF NOTIFICATION:
11 December 2023
NEW/ UPDATE:
NEW
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
PAATBBITMTTBBTJ
(END) Dow Jones Newswires
December 11, 2023 10:00 ET (15:00 GMT)
Grafico Azioni Sigmaroc (LSE:SRC)
Storico
Da Apr 2024 a Mag 2024
Grafico Azioni Sigmaroc (LSE:SRC)
Storico
Da Mag 2023 a Mag 2024
