TIDMSRC
RNS Number : 4505F
SigmaRoc PLC
16 July 2021
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM 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 BE
UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
16 July 2021
SIGMAROC PLC
(" SigmaRoc ", the " Company " and, together with its subsidiaries, the " Existing Group ")
Proposed Acquisition of Nordkalk Oy Ab
Successful Placing of 305,882,352 new Ordinary Shares at 85
pence per share
Admission of the Enlarged Share Capital to trading on AIM
and
Notice of General Meeting
SigmaRoc, the AIM quoted buy-and-build construction materials
group, is pleased to announce that, further to its announcement of
15 July 2021 (the "Placing Announcement"), it has conditionally
raised approximately GBP260 million (before expenses) via the
conditional issue of 305,882,352 new ordinary shares of GBP0.01
each in the capital of the Company (" Ordinary Shares ") at a price
of 85 pence per share (the " Placing Price ") (the " Placing "). As
set out in the Placing Announcement, the gross proceeds from the
Placing will be used, inter alia, to satisfy the EUR270 million
(approximately GBP231 million) cash element of the total EUR470
million Consideration due pursuant to the Acquisition of Nordkalk
.
The Company is also pleased to announce that the Retail Offer
has conditionally raised additional gross proceeds of approximately
GBP1.6 million at the Placing Price, via the subscription for, in
aggregate, 1,880,301 new Ordinary Shares, which will be used for
general working capital purposes.
The Company has today published an Admission Document, which
will be posted to its Shareholders. The Admission Document contains
the Notice of General Meeting and an accompanying Form of Proxy.
The General Meeting will be held at 11.00 a.m. on 2 August 2021 at
the offices of the Company at 56 Queen Anne Street, London W1G 8LA,
United Kingdom. The Admission Document and the Form of Proxy will
be available on the Company's website. Further information on the
General Meeting and the Resolutions are set out below.
The Placing is conditional upon, inter alia, Shareholders
passing Resolutions 1 and 2 at the General Meeting. The Retail
Offer is conditional upon, inter alia, Shareholders passing
Resolutions 1, 2 and 3. In both cases they are conditional upon
Admission becoming effective.
The Placing Shares and Retail Offer Shares will be issued as
fully paid and will, upon issue, rank pari passu with the Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid on or in respect of such
shares after their date of issue, being the date of Admission.
The Placing, Retail Offer and completion of the Acquisition are
also conditional, inter alia, on the Company receiving the Polish
Competition Office Clearance. T he Company will shortly make the
necessary filings with the Polish Competition Office and the Board
expects to receive consent within approximately four to six weeks
from filing. Accordingly, the exact date of Admission cannot be
known with certainty, but the Board currently expects Admission to
occur in late August 2021 (or such later date as the Company, the
Nominated Adviser and the Joint Bookrunners may agree, but no later
than 8.30 a.m. on 17 November 2021) . A further announcement will
be made in due course, as and when appropriate
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, as well the quality of new shareholders
which underpins confidence in our plans for the future. The
acquisition of Nordkalk enables SigmaRoc significantly to expand
its footprint in the European limestone market and create further
opportunities that we look forward to exploring."
DIRECTORS AND SENIOR MANAGERS' PARTICIPATION IN THE PLACING,
SUBSTANTIAL SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
The following Directors and Senior Managers have subscribed for,
in aggregate, 935,704 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 2,609,189 0.93% 400,000 3,009,189 0.47%
Max Vermorken 549,857 0.20% 123,528 673,385 0.11%
Garth Palmer 438,499 0.16% 117,647 556,146 0.09%
Dean Masefield 28,101 0.01% 17,647 45,748 0.01%
Tim Hall 329,176 0.12% 71,000 400,176 0.06%
Charles Trigg 198,911 0.07% 88,235 287,146 0.05%
Alphons Vermorken - - 117,647 117,647 0.02%
The issue of Placing Shares to the Directors and directors of
SigmaRoc's subsidiary companies, set out above, constitutes a
related party transaction pursuant to Rule 13 of the AIM Rules for
Companies, by virtue of their status as Directors of the Company
and its subsidiaries. The independent directors for the purposes of
the Proposals (being Simon Chisholm and Jacques Emsens), consider,
having consulted with the Company's nominated adviser, Strand
Hanson, that the terms of the Placing with the Directors and
directors of SigmaRoc's subsidiary companies as set out above are
fair and reasonable insofar as the Company's shareholders are
concerned.
M&G Investment Management Limited (" M&G ") currently
holds 24,152,918 Ordinary Shares, representing approximately 8.63
per cent. of the Company's Existing Ordinary Share capital. M&G
has been a substantial shareholder (holding in excess of 10 per
cent. of the Company's issued share capital) within the last 12
months, and is therefore a related party for the purposes of the
AIM Rules for Companies. Pursuant to the Placing, M&G has
conditionally invested approximately GBP22 million, subscribing for
25,882,353 new Ordinary Shares, which is deemed a related party
transaction pursuant to Rule 13 of the AIM Rules for Companies. The
independent directors for the purpose of the Proposals (being Simon
Chisholm and Jacques Emsens), consider, having consulted with the
Company's nominated adviser, Strand Hanson, that the terms upon
which M&G are participating in the Placing are fair and
reasonable insofar as the Company's shareholders are concerned.
ADOPTION OF THE LTIP
As set out in detail in the Placing Announcement, to cater for
discretionary share based incentive awards to selected employees,
the Company is seeking shareholder approval (pursuant to Resolution
5 being approved at the General Meeting) to implement the LTIP,
which shall be referred to as the "SigmaRoc PLC Performance Share
Plan".
The adoption of the LTIP and the grants thereunder constitute a
related party transaction pursuant to Rule 13 of the AIM Rules. The
Directors who are independent of these arrangements, being Simon
Chisolm, Tim Hall, Jacques Emsens and Dean Masefield, consider,
having consulted with the Company's nominated adviser, Strand
Hanson, that the terms of the LTIP and the grants thereunder are
fair and reasonable insofar as the Company's shareholders are
concerned.
GENERAL MEETING
The General Meeting has been convened for 11.00 a.m. on 2 August
2021 at the offices of the Company at 56 Queen Anne Street London,
W1G 8LA, United Kingdom where the following Resolutions will be
proposed:
(a) Resolution 1: an ordinary resolution to approve the
Acquisition as a reverse takeover for the purposes of Rule 14 of
the AIM Rules for Companies;
(b) Resolution 2: a special resolution to authorise the Directors to:
(i) allot the Placing Shares; and
(ii) allot the Consideration Shares and to allot the Placing
Shares for cash and to dis-apply statutory pre-emption rights in
respect of the same.
(c) Resolution 3: a special resolution to authorise the
Directors to allot the Retail Offer Shares and to do so for cash
and to dis-apply statutory pre-emption rights in respect of the
same.
(d) Resolution 4: a special resolution which would effectively
top up or renew the authorities granted to Directors at the last
AGM, granting the Directors the same relative percentage levels of
authority but with reference to the Enlarged Share Capital rather
than the share capital of the Company as it was at the time of the
AGM. Accordingly, this resolution would authorise the Directors to
allot Ordinary Shares or grant rights over Ordinary Shares up to an
aggregate nominal value of GBP2,126,385.83 (representing 1/3rd of
the Enlarged Share Capital on Admission) and to dis-apply statutory
pre-emption provisions to enable the Directors in certain
circumstances to allot equity securities for cash up to an
aggregate nominal value of GBP637,915.75 (representing 10 per cent.
of the Enlarged Share Capital on Admission).
(e) Resolution 5: to approve the terms of the LTIP and the grants thereunder.
Resolutions 1 and 2 shall be inter-conditional upon each other
as they are both required in order for the Proposals to have
effect. This means that should one of them not be passed then
neither of them will.
Resolution 3 is necessary for the Retail Offer and is
conditional upon the passing of Resolutions 1 and 2 (i.e. the
Retail Offer will not go ahead if the Placing and Acquisition do
not).
Resolutions 4 and 5 are conditional upon Resolutions 1 and 2
being passed (i.e. the additional top up share authorities and the
adoption of the LTIP will not occur if the Placing and Acquisition
do not).
IMPORTANT NOTICE REGARDING COVID-19
As recently announced by the Government, it is likely that there
will be no restrictions placed on events like the General Meeting.
The position at law is therefore that Shareholders may attend,
speak and vote at the General Meeting if they would like to.
The Board believes that, notwithstanding the recent relaxation
of Government restrictions in relation to the holding of events, a
cautious approach to situations that appear to carry a higher
COVID-19 transmission risk is appropriate.
The Company will therefore put in place various distancing and
hygiene measures in order to run the event as safely as possible
and we would encourage attendees to wear face masks.
If the situation or regulations change such that the Board
considers it is no longer possible or appropriate for Shareholders
to attend the General Meeting in person (beyond the minimum
required to hold a quorate meeting) we will notify Shareholders of
any such changes as soon as practicable via our website (
www.sigmaroc.com ) and, where appropriate, via an announcement on a
Regulatory Information Service.
Shareholders should check our website to ensure they have the
most up-to-date information available regarding the General
Meeting. We would like to thank all Shareholders in advance for
their co-operation and understanding.
Accordingly, whilst attendance will no longer be restricted by
law or regulation the Board considers it prudent for Shareholders
and corporate representatives to submit their proxy appointments
and instructions as soon as possible using any of the methods set
out in the "Notes to the Notice of the General Meeting" at the end
of the Notice of General Meeting to ensure that their votes are
registered. The Board strongly advises members to appoint the
Chairman of the General Meeting as proxy for all votes, rather than
a named individual. This will ensure that your votes will be
counted.
ADMISSION, SETTLEMENT AND DEALINGS
Application will be made for the Enlarged Share Capital to be
admitted to trading on AIM. Admission of the Placing Shares and
Consideration Shares is conditional, inter alia, on Resolutions 1
and 2 being approved by Shareholders and the Polish Competition
Office Clearance. It is expected that Admission will become
effective and that trading in the Enlarged Share Capital will
commence on AIM in late August 2021. An appropriate announcement
will be made by the Company once the Polish Competition Office
Clearance has been obtained.
If Resolutions 1 and 2 are not passed at the General Meeting or
the Polish Competition Office Clearance is not obtained, the
Proposals will not proceed and the Directors will consider
alternative options for the Company.
DIRECTORS' RECOMMENDATION 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, the Directors 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 3,954,494 Ordinary Shares, representing
approximately 1.41 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 1080
Strand Hanson Limited (Nominated and Tel: +44(0) 207 409
Financial Adviser) 3494
James Spinney / James Dance / Rob Patrick
Peel Hunt (Joint Bookrunner and Co-Broker) Tel: +44 (0) 20 7418
Investment Banking 8900
Mike Bell / Ed Allsopp / Charlie Batten
Syndicate & Broking
Jock Maxwell Macdonald / Sohail Akbar
/ John Welch
Liberum Capital (Joint Bookrunner and Tel: +44 (0) 203 100
Co-Broker) 2000
Neil Patel / Jamie Richards / Benjamin
Cryer
William Hall / Cara Murphy
Numis Securities (Joint Bookrunner) Tel: +44 (0) 20 7260
1000
Richard Thomas / Jamie Loughborough
Howard Seymour / Hannah Boros
Investor Relations Tel: +44 (0) 207 002
Florian Werner 1080
ir@sigmaroc.com
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"),
encompassing information relating to the results of the Placing and
the Retail Offer (together, the "Fundraising") described above, and
is disclosed in accordance with the Company's obligations under
Article 17 of MAR. In addition, market soundings (as defined in
MAR) were taken in respect of the Placing with the result that
certain persons became aware of inside information (as defined in
MAR), as permitted by 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.
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
MSCGDGDRCUBDGBL
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