Proposed Placing of Ordinary Shares in SigmaRoc
NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
PROPOSED SECONDARY PLACING OF ORDINARY SHARES IN SIGMAROC PLC
5 February 2025
CRH (UK) Limited, a subsidiary of CRH plc (the "Seller" or "CRH") announces its intention to sell up to 171,578,948 ordinary shares (the "Placing Shares") in SigmaRoc Plc ("SigmaRoc" or the "Company"). The Placing Shares represent approximately 15.4% of the Company's issued share capital.
The Placing Shares are being offered by way of an accelerated bookbuild (the "Placing"), which will be launched immediately following this announcement. Numis Securities Limited ("Deutsche Numis") is acting alongside J.P. Morgan Securities plc ("J.P. Morgan"), which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), as joint bookrunners in connection with the Placing (Deutsche Numis and J.P Morgan together the "Joint Bookrunners").
Following completion of the Placing, CRH is expected to exit its interest in SigmaRoc in full.
Any ordinary shares in SigmaRoc held by CRH following completion of the Placing will be subject to a 60 calendar day lock-up which is subject to certain exceptions and may otherwise only be waived with the consent of the Joint Bookrunners.
The final number of Placing Shares to be placed and the price at which the Placing Shares are to be placed will be agreed by Deutsche Numis and J.P. Morgan alongside the Seller at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter.
The timings for the close of the bookbuild process are at the absolute discretion of Deutsche Numis and J.P. Morgan. The Placing is subject to demand, price and market conditions.
SigmaRoc will not receive any proceeds from the Placing.
Enquiries:
Deutsche Numis (Joint bookrunner) +44 (0) 20 7260 1000
Jamie Loughborough
Richard Thomas
Will Baunton
Hannah Boros
J.P. Morgan Cazenove (Joint bookrunner) +44 (0) 20 7742 4000
Antonio Brina
Richard Walsh
Will Holyoak
Roie Spitzer
IMPORTANT NOTICE
The contents of this announcement have been prepared by and are the sole responsibility of CRH (UK) Limited.
This press release is not for publication or distribution, directly or indirectly, in or into the United States of America. This press release is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
The distribution of this announcement and the offer and sale of the Placing Shares in certain jurisdictions may be restricted by law and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Placing Shares are not being offered to the public in any jurisdiction and may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction. This announcement is not an offer of securities for sale in any jurisdiction, including the United States, Canada, South Africa, Australia or Japan. No action has been taken by the Seller or the Joint Bookrunners or any of their affiliates to permit a public offering of the shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or purchase whatsoever in any jurisdiction and shall not constitutes or form part of an offer to sell or the solicitation of an offer to buy any securities in the United States or in any other jurisdiction.
In member states of the European Economic Area (the "EEA"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) ("Qualified Investors"). In the United Kingdom this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the UK Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons together with Qualified Investors in the EEA being referred to herein as "Relevant Persons"). In Canada, this announcement and any offer if made subsequently is directed exclusively at "permitted clients", as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. In Australia, this announcement and any offer if made subsequently is directed exclusively at persons to whom an offer of securities can be lawfully made in Australia without disclosure under Part 6D.2 or Part 7.9 of the Corporations Act 2001 (Cth) of Australia (as modified by any applicable regulatory instrument). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
This press release is not for publication or distribution, directly or indirectly, in or into Japan. This press release is not an offer of securities for sale into Japan. The Placing Shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended (the "FIEL")) and, accordingly, may not be offered or sold, directly or indirectly, in Japan or to, or for the account or benefit of, any Japanese Person or to others for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any Japanese Person, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEL and any other applicable laws, regulations and ministerial guidelines of Japan. For the purposes of this paragraph, "Japanese Person" shall mean any person resident in Japan, including any corporation or other entity organised under the laws of Japan.
In connection with the sale of the Placing Shares, the Joint Bookrunner and any of their affiliates may take up a portion of the Placing Shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references in this announcement to the Placing Shares being sold, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Joint Bookrunners and any of its affiliates acting in such capacity. In addition the Joint Bookrunners and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Joint Bookrunner and any of their affiliates may from time to time acquire, hold or dispose of Placing Shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
A communication that a transaction is or that the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by the Joint Bookrunners. The Joint Bookrunners reserve the right to take up a portion of the securities in the offering as a principal position at any stage at their sole discretion, inter alia, to take account of the objectives of the seller, MiFID II requirements and in accordance with allocation policies.
None of the Joint Bookrunners or any of their affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to CRH plc, SigmaRoc plc or their respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
The Joint Bookrunners are acting on behalf of the Seller and no one else in connection with any offering of the Placing Shares and will not be responsible to any other person for providing the protections afforded to any of their clients or for providing advice in relation to any offering of the Placing Shares.
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.
Latest directors dealings
- 1 day ago Savannah Energy
- 1 day ago Buccaneer Energy PLC
- 1 day ago Savannah Energy
- 1 day ago Carclo
- 1 day ago Schroder Japan Growth Fund