Sigmaroc. Regulatory News (SRC)

THIS ANNOUNCEMENT 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.

15 October 2019

(EPIC: SRC / Market: AIM / Sector: Construction Materials)

SIGMAROC PLC

("SigmaRoc", the "Company" and, together with its subsidiaries, the "Group")

Proposed Acquisition of Carrières du Hainaut

and

Successful Completion of Placing of £32.8m at 41 pence per share

SigmaRoc, the AIM quoted buy-and-build construction materials group, is pleased to announce that, further to its announcement earlier today regarding the launch of a proposed vendor and cash Placing (the "Placing Announcement"), it has successfully placed 79,921,640 new Ordinary Shares at a Placing Price of 41 pence per share, raising gross proceeds of £32.8 million.

The net proceeds from the Placing will be used to satisfy the Initial Consideration of £25.8 million* (€29.1 million) payable in respect of the Proposed Acquisition of CDH Développement SA, the holding company of Carrières du Hainaut SCA and CDH International SCA, the Belgian blue limestone and aggregates business, with the balance providing the Company with additional funds for future investment opportunities and general working capital. 

The Placing Price is equal to the closing middle market price of 41 pence per Ordinary Share on 14 October 2019. The Placing was supported by existing as well as new investors and was conducted through an accelerated bookbuild process. Liberum acted as Bookrunner in relation to the Placing.

The Placing is conditional upon, inter alia, Admission of the Placing Shares to trading on AIM and the Placing Agreement not being terminated in accordance with its terms. The Placing Shares will total 79,921,640 Ordinary Shares and represent approximately 31.5 per cent. of the Company's enlarged total voting rights and will be issued pursuant to the Company's existing shareholder authorities granted at the Company's Annual General Meeting of 11 June 2019 and the General Meeting held on 27 September 2019.

Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will occur and dealings will commence at 8.00 a.m. on or around 17 October 2019 on which date it is also expected that the Placing Shares will be enabled for settlement in CREST. The Placing Shares will, when issued, rank pari passu in all respects with the existing issued Ordinary Shares.

* GBP:EUR conversion rate of 1.1280 assumed throughout this announcement (based on previous 30 day average)

Total Voting Rights

On Admission, the Company's enlarged share capital will comprise 253,739,186 Ordinary Shares with one voting right per share. The Company does not hold any shares in treasury. Therefore, this figure of 253,739,186 Ordinary Shares may be used by Shareholders following Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the issued share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Directors' Participation

The following Directors participated in the Placing at the Placing Price:

Related Party Transactions

M&G Investment Management Limited ("M&G"), Bailiwick Investments Limited ("Bailiwick") and certain funds managed by Ravenscroft Investment Management Limited or its affiliates ("Ravenscroft") have subscribed for 9,756,097, 3,000,000 and 4,350,000 Placing Shares respectively. The participation in the Placing by M&G, as a substantial shareholder of the Company, Bailiwick, as a substantial shareholder of the Company in the last 12 months, Ravenscroft, as an associate of Bailiwick, and David Barrett and Tim Hall (the "Participating Directors") constitute related party transactions in accordance with the AIM Rules for Companies.

Accordingly, the Directors (other than the Participating Directors) consider, having consulted with the Company's nominated adviser, Strand Hanson Limited, that the terms of M&G's, Bailiwick's, Ravenscroft's, and the Participating Directors' participation in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.

Defined terms used in this announcement have the meaning (unless the context otherwise requires) as set out in the Placing Announcement.

For further information, please contact:

About SigmaRoc

SigmaRoc was established as a cash shell in August 2016, by a combination of entrepreneurs and experienced industry executives, most of whom had previously worked at Holcim in northern and western Europe, including Aggregate Industries in the UK.

The express purpose of SigmaRoc is to create value for shareholders through consolidating heavy material assets in the UK, Europe and peripheral regions. SigmaRoc drives value creation from the purchase of assets at attractive prices due to motivated sellers, including both small independents and majors looking to divest, and by using management experience and specialist knowledge to better operate assets, especially smaller ones, improve sales and marketing efforts and merge relevant functions across the Group to create cluster and corporate efficiencies.