NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE REX INTERMEDIARIES OFFER ARE ONLY BEING COMUNICATED TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF SIGMAROC PLC).  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF SIGMAROC PLC.

22 November 2023

SigmaRoc plc

REX Intermediaries Offer

SigmaRoc plc ("SigmaRoc" or the "Company") (AIM: SRC) is pleased to announce an offer to its existing retail shareholders via the REX platform (the "REX Intermediaries Offer") of new ordinary shares of 1 penny each in the capital of the Company (the "REX Intermediaries Offer Shares").

In addition to the REX Intermediaries Offer, the Company is also conducting a placing of new ordinary shares (the "Placing Shares" and together with the REX Intermediaries Offer Shares, the "Fundraising Shares") through an accelerated bookbuild process (the "Placing"). The price of the Fundraising Shares is 47.5p (the "Issue Price").

A separate announcement has been made regarding the Placing and its terms. For the avoidance of doubt, the REX Intermediaries Offer is not part of the Placing.

The REX Intermediaries Offer and the Placing are conditional on, the Fundraising Shares being admitted to trading on the AIM market operated by the London Stock Exchange plc ("Admission"). Admission is expected to take place at 8.00 a.m. on 4 January 2024. Completion of the REX Intermediaries Offer is conditional, inter alia, upon the completion of the Placing.

REX Intermediaries Offer

The Company values its retail shareholder base and believes that it is appropriate to provide its existing retail shareholders in the United Kingdom the opportunity to participate in the REX Intermediaries Offer via participating financial intermediaries.  

Therefore, the Company is making the REX Intermediaries Offer open to eligible shareholders in the United Kingdom following release of this announcement. 

The REX Intermediaries Offer is expected to close at short notice. Eligible shareholders should note that financial intermediaries may have earlier closing times.

At the time of this announcement the following intermediaries have confirmed their participation in the REX Intermediaries Offer:

·    AJ Bell Securities Ltd

·    Hargreaves Lansdown Asset Management Limited

·    Interactive Investor Services Limited

Other retail brokers or wealth managers wishing to participate in the REX Intermediaries Offer on behalf of existing retail shareholders, should contact info@rexretail.com.

To be eligible to participate in the REX Intermediaries Offer, applicants must be a customer of a participating intermediary and, as at the date hereof and prior to placing an order for REX Intermediaries Offer Shares, must be a shareholder of the Company.

Eligible shareholders wishing to subscribe for REX Intermediaries Offer Shares should contact their broker or wealth manager who will confirm if they are participating in the REX Intermediaries Offer.

There is a minimum subscription of £50 per investor. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

The Company reserves the right to scale back any order under the REX Intermediaries Offer at its discretion. The Company reserves the right to reject any application for subscription under the REX Intermediaries Offer without giving any reason for such rejection.

It is vital to note that once an application for REX Intermediaries Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.

The REX Intermediaries Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing ordinary shares in the capital of the Company ("Ordinary Shares") including the right to receive all dividends and other distributions declared, made or paid after their date of issue.

The REX Intermediaries Offer is an offer to subscribe for transferable securities, the terms of which ensure that the Company is exempt from the requirement to issue a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 as amended ("EUWA"). It is a term of the REX Intermediaries Offer that the aggregate total consideration payable for the REX Intermediaries Offer Shares will not exceed £5,000,000 (or the equivalent in Euros). The exemption from the requirement to publish a prospectus in section 86(1)(e) of the Financial Services and Markets Act 2000 (as amended), will apply to the REX Intermediaries Offer. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules of the Financial Conduct Authority, or for approval of the same by the Financial Conduct Authority. 

The REX Intermediaries Offer is not being made into any jurisdiction other than the United Kingdom.

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the REX Intermediaries Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the AIM Rules for Companies, the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as it forms part of United Kingdom law by virtue of EUWA.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for REX Intermediaries Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the REX Intermediaries Offer Shares if they are in any doubt.

An investment in the Company will place capital at risk. The value of investments, and any income, can go down as well as up, so investors could get back less than the amount invested.

Neither past performance nor any forecasts should be considered a reliable indicator of future results.

For Further Information

Further information on the Company can be found on its website at https://www.sigmaroc.com/

The Company's LEI is 213800Q3CJUERBGD1E44

This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.

Important Notices

The contents of this announcement have been prepared by and is the sole responsibility of the Company.

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

The REX Intermediaries Offer Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or under the applicable securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, resold, transferred or delivered, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the REX Intermediaries Offer Shares in the United States. The REX Intermediaries Offer Shares are being offered and sold only outside the United States in "offshore transactions" in reliance on and in accordance with Regulation S ("Regulation S") under the US Securities Act.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This announcement 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.

This announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or subscribe for, securities in the United States, Canada, Australia, New Zealand, the Republic of South Africa, Japan, or in any jurisdiction in which such offer or solicitation is unlawful. This announcement is not for publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan, nor in any country or territory where to do so may contravene local securities laws or regulations. The distribution of this announcement (or any part of it or any information contained within it) in other jurisdictions may be restricted by law and therefore persons into whose possession this announcement (or any part of it or any information contained within it) comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdictions. The REX Intermediaries Offer Shares have not been and will not be registered under the US Securities Act nor under the applicable securities laws of any state or other jurisdiction of the United States or any province or territory of Canada, Australia, New Zealand, the Republic of South Africa or Japan. Accordingly, the REX Intermediaries Offer Shares may not be offered or sold directly or indirectly in or into the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan or to any resident of the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any 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.

REX is a proprietary technology platform owned and operated by Peel Hunt LLP (registered address at 7th Floor, 100 Liverpool Street, London EC2M 2AT; FRN 530083). Peel Hunt LLP ("Peel Hunt") is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the REX Intermediaries Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the REX Intermediaries Offer, Admission and the other arrangements referred to in this announcement.

The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company and Peel Hunt expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Conduct Authority, the London Stock Exchange or applicable law.

The information in this announcement is for background purposes only and does not purport to be full or complete. None of Peel Hunt or any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including 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 the Company 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 the announcement or its contents or otherwise arising in connection therewith. Peel Hunt and its affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.

Any indication in this announcement of the price at which the Ordinary Share have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The REX Intermediaries Offer Shares to be issued or sold pursuant to the REX Intermediaries Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

It is further noted that the REX Intermediaries Offer is only open to investors in the United Kingdom who fall within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes an existing member of the Company).