Successful £260m Placing
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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", 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
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 £260 million (before expenses) via the conditional issue of 305,882,352 new ordinary shares of £0.01 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 €270 million (approximately £231 million) cash element of the total €470 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 £1.6 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. The 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:
Percentage of Existing Ordinary Shares
Number of Placing Shares subscribed for in the Placing
Resultant shareholding on Admission
Percentage of Enlarged Share Capital
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 £22 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.
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 £2,126,385.83 (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 £637,915.75 (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:
Tel: +44 (0) 207 002 1080
Strand Hanson Limited (Nominated and Financial Adviser)
James Spinney / James Dance / Rob Patrick
Tel: +44(0) 207 409 3494
Peel Hunt (Joint Bookrunner and Co-Broker)
Mike Bell / Ed Allsopp / Charlie Batten
Syndicate & Broking
Jock Maxwell Macdonald / Sohail Akbar / John Welch
Tel: +44 (0) 20 7418 8900
Liberum Capital (Joint Bookrunner and Co-Broker)
Neil Patel / Jamie Richards / Benjamin Cryer
William Hall / Cara Murphy
Tel: +44 (0) 203 100 2000
Numis Securities (Joint Bookrunner)
Tel: +44 (0) 20 7260 1000
Richard Thomas / Jamie Loughborough
Howard Seymour / Hannah Boros
Tel: +44 (0) 207 002 1080
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.