Admission and First Day of Dealings
5 January 2017
SigmaRoc plc
("SigmaRoc" or the "Company")
Completion of Acquisition
Admission and First Day of Dealings
SigmaRoc plc (AIM: SRC) is pleased to announce the completion of the acquisition of Ronez, a wholly owned subsidiary of Aggregate Industries, part of the LafargeHolcim Group, for £45.0 million in cash.
The Acquisition constituted a reverse takeover of the Company, pursuant to the AIM Rules. In addition, as announced on 3 January 2017, the Company undertook a Share Consolidation, whereby every 104 Existing Ordinary Shares were consolidated into 1 New Ordinary Share, worth 40 pence (based on the price per Existing Ordinary Share immediately prior to the suspension on 5 October 2016). The Existing Ordinary Shares have been cancelled to trading on AIM and the New Ordinary Shares were admitted to trading on AIM at 8.00 a.m. today under the ISIN GB00BYX5K988. Following Admission, the Company will have 102,601,498 New Ordinary Shares in issue.
In conjunction with the Acquisition, the Company has raised approximately £50 million (before expenses) via the Placing of 100,000,000 New Ordinary Shares at 40 pence per share and 10,000,000 Convertible Loan Notes at £1 per note.
Strand Hanson acted as the Company's Nominated Adviser and Zeus Capital acted as Broker to the Placing. The Company also announces Zeus Capital has been appointed Joint Broker effective today.
The Directors of the Company following Admission are as follows:
David Barrett (Executive Chairman)
David Barrett co-founded London Concrete Limited ("London Concrete") in 1997, subsequently building the business from one concrete plant in London to over a dozen plants around the capital. London Concrete was ultimately sold to Aggregate UK and is currently the number one concrete supplier in London, with flagship projects including the London Olympic Park, the Shard, the new US Embassy and the new Bloomberg building. Prior to co-founding London Concrete, David held a number of positions in concrete and aggregates production. David retired from London Concrete at the end of 2014 and is widely considered an expert in the industry.
Max Vermorken (Chief Executive Officer)
Max Vermorken was most recently a strategic advisor to LafargeHolcim. His last role included responsibility for the hive-down and integration of two large asset portfolios - a mix which included two cement plants and ACM assets - in the context of the global merger of Lafarge SA and Holcim Ltd. Prior to working for LafargeHolcim, Max worked in private equity at Luxembourg-headquartered The Genii Group, where he reported directly to its founding principals. Max holds a PhD in Financial Economics from University College London and Bachelor and Master degrees in both Civil Engineering and Financial Economics and Management, from University College London and the University of Brussels respectively.
Garth Palmer (Part-time Finance Director)
Garth Palmer is a partner at Heytesbury Corporate LLP, a partnership engaged in the provision of corporate financial and company secretarial services.
He holds a Bachelor of Commerce Degree and is a member of the Institute of Chartered Accountants in England and Wales. Garth began his career at Horwath Chartered Accountants, now part of BDO, in Perth in the audit and corporate services division before moving to KPMG's audit and risk advisory team. In 2005, Garth moved to London where he provided compliance services, with a focus on U.S. Sarbanes-Oxley legislation, for numerous large companies across a range of industries. This led Garth to a Finance Manager role at Apple where he spent four years working on business process improvement, developing and implementing new and improved financial processes and systems. More recently, Garth has been working with AIM quoted companies, predominantly within the mining and resources industries, providing corporate and financial consulting services.
Dominic Traynor (Non-Executive Director)
Dominic Traynor is a corporate lawyer specialising in listings and reverse takeovers, M&A and corporate finance. Dominic has acted on more than 20 AIM-admissions as well as a number of reverse takeovers, other acquisitions, joint ventures and secondary fundraisings, with a particular focus on the mining and oil and gas sectors. Dominic graduated from Durham University in 1997 with a degree in Law and, after completing the LPC at the College of Law in York, joined Ronaldsons LLP in 1998, where he is currently a Partner.
Patrick Dolberg (Non-Executive Director)
From 2008 to 2013, Patrick was an Executive Committee Member of Holcim Ltd, reporting directly to the CEO, where he was responsible for Western and Central Europe. He joined the Holcim group in 1991, having held executive positions at Exxon Chemical International and Monsanto. From 1992 to 1996, Patrick was General Manager of Scrobiel, a member of the Holcim group. In 1998, he was appointed chief executive officer of St. Lawrence Cement, another Holcim group company, before joining Holcim US as chief executive officer in 2003.
Patrick has an MBA from Solvay Business School, graduating with distinction.
Gary Drinkwater (Non-Executive Director)
Gary Drinkwater joined Ravenscroft in December 2015 as a Corporate Adviser and serves on the boards of several companies which are partly owned by Bailiwick, including Jacksons (C.I.) Limited and Sandpiper CI Limited. Prior to joining Ravenscroft, Gary spent over 30 years in banking roles with HSBC, culminating in his appointment as Deputy Head of Corporate Banking, Channel Islands and Isle of Man from 2012 to 2015.
Gary was the President of the Jersey Bankers Association between 2003 and 2005 and was previously the President of the Jersey Branch of the Institute of Directors. He also sits on the board of Help a Jersey Child and is an elected member of the Public Accounts Committee in Jersey.
Capitalised terms used in this announcement carry the same meaning as those ascribed to them in the Admission Document dated 15 December 2016, unless the context requires otherwise.
The Admission Document and further information on the Company can be found on SigmaRoc's website at http://www.sigmaroc.com/.
Max Vermorken, Chief Executive Officer of SigmaRoc, commented:
"The completion of our first transaction is a major milestone for SigmaRoc. We now have a great cornerstone asset that will provide us with the platform from which to grow our business further, whilst generating cash flow."
"We look forward to integrating Ronez's experienced management team with SigmaRoc's Board and we believe that the new independent ownership structure can only further improve on Ronez's impressive operational and financial performance."
-Ends-
For further information, please contact:
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SigmaRoc plc |
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+44(0)20 7193 4470 |
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Max Vermorken |
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Strand Hanson Limited (Nominated and Financial Adviser) |
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+44(0)20 7409 3494 |
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James Spinney |
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James Dance |
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Zeus Capital Limited (Joint Broker) |
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+44(0)20 3829 5000 |
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Rob Collins Alex Wood |
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Peterhouse Corporate Finance Limited (Joint Broker) |
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+44(0)20 7469 0930 |
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Eran Zucker Lucy Williams Duncan Vasey |
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Tavistock (Public Relations Adviser) |
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+44(0)20 7920 3150 |
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Jos Simson |
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Barney Hayward |
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Orchard PR (Channel Islands Public Communications Adviser) Emma Anderson |
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+44(0)1481 251251 |
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.
About SigmaRoc Plc
SigmaRoc Plc is an AIM quoted company pursuing a buy-and-build strategy in the construction materials sector. Launched on 22 August 2016, SigmaRoc brings together a highly experienced management team.
In January 2017, SigmaRoc completed its first acquisition via the £45 million purchase of Ronez Limited from Aggregate Industries, part of the LafargeHolcim Group. Ronez is a fully integrated and leading producer of construction materials in the Channel Islands.
Ronez currently operates two quarries, St John's Quarry in Jersey and Les Vardes Quarry in Guernsey, as well as multiple associated and downstream businesses on both islands, producing a full range of construction materials for sale into the local market, including aggregates, ready mixed concrete, asphalt, precast concrete products and cement, as well as providing certain services, including road contracting.
Ronez currently has approximately 3.36Mt of Proved Mineral Reserves (consented) and 6.22Mt total Mineral Resources (unconsented). In 2015, Ronez recorded revenue of £26.3 million, EBITDA of £5.0 million and profit before tax of £2.94 million.
Ronez is a cash-generating and profitable business, with an established track record, providing SigmaRoc with a platform to accelerate its growth within the construction materials sector.
This information is provided by RNS
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