Schedule One - SigmaRoc plc

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 €745 million (c. £645 million) (including c.€211.5 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.€1 billion (c.£870 million). The consideration, following customary purchase price adjustments, will be satisfied by a c.€230 million (c.£200 million) equity raise, c.€175 million (c.£155 million) of deferred consideration, with the balance c.€505 million (c.£435 million) to be financed via debt. On 22 November 2023, the Company announced it had raised c. £198.8 million (before expenses) via the conditional issue of 418,464,565 new ordinary shares of £0.01 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 £1.2 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 £200 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 £0.01 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 £198.8 million from the Placing and £1.2 million from the Retail Offer. Anticipated market capitalisation on Admission c. £530 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 Shares % of Existing Share Capital # of Shares % of Enlarged 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

 

END