THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL
9 December 2020
(EPIC: SRC / Market: AIM / Sector: Construction Materials)
(‘SigmaRoc’, the ‘Company’, and together with its subsidiaries, the ‘Group’)
Results of Placing
SigmaRoc plc, a heavy construction materials group active in the UK, Channel Islands and the Benelux, is pleased to announce the successful completion of the Placing announced earlier today by the Company (the ‘Placing Announcement’).
Liberum and Peel Hunt have placed a total of 24,312,737 Ordinary Shares at a price of 51 pence per Placing Share, raising gross proceeds of approximately £12.4 million.
Certain Directors and senior management of SigmaRoc have subscribed, in aggregate, for 374,039 Placing Shares at the Placing Price and the table below sets out each individuals allocation:
|Name||No. Ordinary Shares currently held||Placing Shares subscribed for||Holding following Admission||% of issued share capital after Admission|
Max Vermorken, CEO of SigmaRoc, commented on the Placing:
“I am delighted by the significant backing received from investors, which saw our fundraising target substantially over-subscribed. This support is a strong endorsement of our continuing strategy to develop a regionally-focussed construction materials group of scale. Through careful management, and a robust business model, we have demonstrated our ability to successfully manage this economic downturn, showing ourselves adept at increasing profitability in specific business units using local market knowledge and leveraging the strengths and capacity of the wider group. We are now well placed to take advantage of opportunities which we have identified and which increasingly present themselves to us, in order to continue delivering increased value for our shareholders.
“This fundraising will provide the Company with the additional financial firepower to act quickly and decisively on a number of acquisition and capital deployment opportunities, and I look forward to updating shareholders on our progress in due course.”
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 2,300,000, 1,811,915 and 2,343,271 Placing Shares respectively. The participation in the Placing by M&G and Bailiwick, as substantial shareholders of the Company in the last 12 months, and Ravenscroft, as an associate of Bailiwick, constitute related party transactions in accordance with the AIM Rules for Companies.
Accordingly, the independent Directors (being Simon Chisholm and Jacques Emsens) consider, having consulted with the Company’s nominated adviser, Strand Hanson Limited, that the terms of M&G’s, Bailiwick’s, and Ravenscroft’s participation in the Placing are fair and reasonable insofar as the Company’s shareholders are concerned.
Settlement and dealings
Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Application has also been made to the London Stock Exchange for 687,263 Ordinary Shares to be admitted to trading on AIM to satisfy certain advisers’ consideration and employee compensation.
Admission is expected to take place, and dealings are expected to commence at 08.00 a.m. on 15 December 2020.
Total voting rights
In accordance with the provision of the Disclosure Guidance and Transparency Rules of the FCA (‘DTRs’), the Company confirms that, following Admission, its issued share capital will comprise 278,739,186 Ordinary Shares. The Company does not hold any Ordinary Shares in Treasury. Therefore, the total voting rights in the Company will be 278,739,186. This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the DTRs.
The Placing Shares will, following Admission, rank pari passu in all respects with the existing Ordinary Shares.
Terms used in this announcement have the same meaning given to them as defined in the Placing Announcement.
For further information, please contact:
|Tel: +44 (0) 207 002 1080|
Strand Hanson Limited (Nominated and Financial Adviser)
James Spinney / James Dance / Jack Botros
|Tel: +44(0) 207 409 3494|
Liberum Capital (Joint Broker and Bookrunner)
Neil Patel / Jamie Richards / William Hall / Cara Murphy
Tel: +44 (0) 203 100 2000
Peel Hunt (Joint Broker and Bookrunner)
Mike Bell/Ed Allsopp – Investment Banking
Al Rae/Sohail Akbar/Max Irwin – ECM Syndicate
|Tel: +44 (0) 20 7418 8900|
Rubik Communications (Financial PR adviser)
Andrea Mora / Florian Werner
Tel: +44 (0) 207 002 1080
Market Abuse Regulation
The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (‘MAR’). Upon the publication of this announcement via a regulatory information service, this inside information is now considered to be in the public domain.
The below notification made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail:
|1.||Details of the person discharging managerial responsibilities / person closely associated|
1. David Barrett
2. Max Vermorken
3. Dean Masefield
4. Garth Palmer
5. Tim Hall
6. Charles Trigg
|2.||Reason for the Notification|
1. Executive Chairman
2. Chief Executive Officer
3. Finance Director
4. Non-Executive Director
5. Non-Executive Director
6. Technical Director
|b)||Initial notification/amendment||Initial notification|
|3.||Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor|
|4.||Details of the transaction(s):section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted|
|a)||Description of the Financial instrument, type of instrument||Ordinary Shares of 1p|
|b)||Nature of the Transaction||Purchase of shares|
|c)||Price(s) and volume(s)||
Aggregated volume /price
Aggregate volume: 374,039
Aggregate price: 51p
|e)||Date of the transaction||9 December 2020|
|f)||Place of the transaction||London Stock Exchange, AIM|
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) COMES ARE REQUIRED BY THE COMPANY, LIBERUM AND PEEL HUNT TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR INVITATION TO UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (“EEA“) WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF EU REGULATION 2017/1129 (AS AMENDED OR SUPERSEDED) (THE “PROSPECTUS REGULATION“) (“QUALIFIED INVESTORS“), (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF “INVESTMENT PROFESSIONALS” IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER“), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) (A) to (D) OF THE ORDER AND (II) ARE “QUALIFIED INVESTORS” AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (“FSMA“), AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A “RELEVANT PERSON“). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
Persons (including individuals, funds or otherwise) who have chosen to participate in the Placing, by making an oral or written offer to subscribe for Placing Shares will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings contained in this Appendix.
This Announcement is for information only and does not itself constitute or form part of an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities referred to herein in any jurisdiction including, without limitation, the United States or any other Restricted Jurisdiction (as defined below) or any jurisdiction where such offer or solicitation is unlawful.
This Announcement, and the information contained herein, is not for release, publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan or the Republic of South Africa (each a “Restricted Jurisdiction”) or any jurisdiction in which such release, publication or distribution is unlawful. The distribution of this Announcement, the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or by Peel Hunt or Liberum) or any of their respective Affiliates or any of their respective agents, directors, officers or employees (collectively “Representatives”) which would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company, Peel Hunt and Liberum to inform themselves about, and to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended (“FSMA”) does not apply.
The Placing has not been approved and will not be approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful.
Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Jurusdiction or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Jurisdiction.
This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by either of Peel Hunt or Liberum or any their respective Affiliates or Representatives as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any party or its advisers, and any liability therefore is expressly disclaimed.
Each of Peel Hunt and Liberum is acting exclusively for the Company and no-one else in connection with the Placing and is not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.
None of the Company or Peel Hunt or Liberum or any of its or their respective Affiliates or Representatives makes any representation or warranty, express or implied to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees. Each Placee should consult its own advisers as to the legal, tax, business, financial and related aspects of an investment in the Placing Shares.