Sigmaroc. Regulatory News (SRC)

SigmaRoc plc / EPIC: SRC / Market: AIM / Sector: Construction & Materials

24 January 2019

SigmaRoc plc

('SigmaRoc', the 'Company' or the 'Group')

Increased Santander Credit Facility

Acceptance of Tender Offer and Purchase of CLNs

Intention to delist CLNs from TISE

SigmaRoc plc, the AIM listed buy-and-build construction materials group, is pleased to update the market on several important developments which are expected to position the Group for continued growth and deliver increased shareholder value.

Increase of the Santander Term Loan and Revolving Credit Facilities

Further to the Company's announcement of 10 December 2018, Santander UK plc ('Santander') and the Company have entered into an agreement to increase the committed credit facilities provided to the Group (the 'Santander Credit Facility') to a total amount of £34 million. The key terms of the increased facilities remain broadly similar to the originally agreed Santander Credit Facility. The Company intends to utilise the increased facilities to the purchase of £10 million 6 per cent. convertible unsecured loan notes, due January 2022, issued by the Company (the 'CLNs'), and to provide further acquisition finance for further target businesses the Company has identified.

Acceptance of Tender Offer, Acquisition of all CLNs and Intention to delist the CLNs from TISE

On 28 December 2018, the Company posted a Tender Offer Memorandum to all holders of CLNs (the 'Noteholders') to tender their entire holdings of CLNs, currently listed on The International Stock Exchange (the 'TISE') (the 'Tender Offer'). As set out in the Company's announcement of 17 January 2019, the written resolution accompanying the Tender Offer was passed by over 75 per cent. of Noteholders (the 'Written Resolution'). The purpose of the Written Resolution was to seek Noteholders' approval, pursuant to paragraph 15.1.4 of Schedule 3 of the CLN instrument to sanction the proposed purchase of all the CLNs contemplated by the Tender Offer and, where any Noteholder does not complete a tender instruction in respect of all of the CLNs held by it by 16 January 2019, to authorise any director of the Company to execute a tender instruction for and on behalf of any Noteholder.

Accordingly, following entry into the enlarged Santander Credit Facility, and following the passing of the Written Resolution, the Company is pleased to announce the acceptance of the tender instructions received and has exercised the powers granted pursuant to the Written Resolution to purchase 100 per cent. of the CLNs. The settlement date was 24 January 2019.

It is the Company's intention to then delist the CLNs from TISE as soon as practicable.

Max Vermorken, CEO, commented:

"I would like to thank all Noteholders for their support over the past two years and am grateful for the backing shown by both shareholders and Santander for the refinancing of the CLNs. The refinancing of the CLNs significantly reduces potential shareholder dilution and demonstrates confidence in our business and the ability of those who work here."

Further information can be found on the Company's website at www.sigmaroc.com.

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