11 December 2023
SIGMAROC PLC
("SigmaRoc", the "Company" or the "Group")
Result of General Meeting
Director / PDMR Dealings
SigmaRoc (AIM: SRC), the AIM quoted lime and limestone group, is pleased to announce the results of its General Meeting held today at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London, EC4R 3TT. All resolutions proposed at the meeting were duly passed and the votes lodged in respect of each resolution are set out in the table below.
The Acquisitions represent an opportunity to become Northern Europe's leader in lime and a key supplier to the structural growth markets critical for the green transition. Following the Acquisitions, the pro forma revenue of the Enlarged Group for FY22 would be £1 billion with underlying EBITDA of £211 million (assuming, in each case, exercise of the UK Call Option and Polish Call Option). The Enlarged Group is expected to be significantly cash generative with a free cash flow target in excess of £100 million per annum which is expected to enable the Enlarged Group to de-gear at a rate of 0.5x per year with target leverage of 1.0x.
The Targets, together, have a consistent performance track record delivering FY22 revenue of €579.7 million and EBITDA of €133.7 million and EBITDA margin in excess of 20 per cent. The Acquisitions are expected to deliver revenue growth opportunities and cost synergies resulting in at least €30 million of EBITDA contribution by 31 December 2027.
Completion of the acquisition of the Deal 1 Targets is conditional, inter alia, on Admission, which is expected to take place at 8.00 a.m. on Thursday 4 January 2024.
Whereas the Deal 1 Targets are stand-alone entities, the Call Option Targets (being the UK Target and the Polish Target) require carving out of existing CRH businesses in order to be acquired. In the event that the Company exercises its sole discretion to exercise the relevant Call Option, completion of the acquisition of the UK Target is expected by 28 March 2024, and completion of the acquisition of the Polish Target is expected by 30 September 2024. The total consideration payable by the Company for the Deal 1 Targets is €745 million (approximately £645 million). In the event that both the UK Call Option and the Polish Call Option are exercised, the total consideration payable by SigmaRoc for all of the Targets is c.€1 billion (c.£870 million).
The voting was held on a poll. The votes received, including those submitted by proxy, were as follows:
| | | Votes in Favour | % In favour | Votes against | % Against |
Votes Total | % of ISC voted | Votes withheld |
| 1 | Ordinary resolution to approve the acquisition of the Deal 1 Targets | 552,490,140 |
99.99 |
50,514 |
0.01 |
552,540,654 |
79.64 |
20,186,037 |
| 2 | Special resolution to authorise the Directors to allot the Fundraising Shares |
549,813,702 |
99.52 |
2,661,952 |
0.48 |
552,475,654 |
79.63 |
20,251,037 |
| 3 | Ordinary resolution to authorise the Board to adopt the New Option Plan
|
384,719,778 |
69.64 |
167,738,956 |
30.36 |
552,458,734 |
79.63 |
20,267,957 |
Expected Timetable of Principal Events
| Completion of the acquisition of the Deal 1 Targets, Admission and dealings commence in the Enlarged Share Capital on AIM | 8 a.m. on 4 January 2024 |
| Issue of Fundraising Shares | 8 a.m. on 4 January 2024 |
| CREST accounts credited by | 4 January 2024 |
| Dispatch of definitive share certificates, where applicable | Within 10 business days of Admission |
| Carve Out1 of UK Target expected by | 28 March 2024 |
| Carve Out1 of Polish Target expected by | 30 June 2024 |
| Expected timing for UK Target (and Call Option) Completion by2 | 28 March 2024 |
| Expected timing for Polish Target (and Call Option) Completion by3 | 30 September 2024 |
1The Carve Outs of the UK Target and the Polish Target are required because the assets and businesses which will come to form the UK Target and Polish Target are not at present standalone entities and will need to be carved-out of existing CRH businesses such that they are standalone entities, which can be acquired.
2Subject to the Company electing to exercise (in its sole discretion) the UK Call Option
3Subject to receipt of the Polish Competition Office Clearance and the Polish Purchaser electing to exercise (in its sole discretion) the Polish Call Option
Notes:
Each of these times and dates is subject to change, particularly depending on the timing of the Polish Competition Office Clearance and the Carve Outs. Any changes to timing are at the absolute discretion of the Company, the Nominated Adviser and the Joint Bookrunners. Any changes to the expected timetable will be notified by the Company through an RIS. References to times are to London, UK times.
Defined terms used throughout this announcement have the meanings set out in the admission document published by the Company on 23 November 2023 unless the context requires otherwise.
Information on SigmaRoc is available on the Company's website at: www.sigmaroc.com.
For further information, please contact:
| SigmaRoc plc Max Vermorken (Chief Executive Officer) Garth Palmer (Chief Financial Officer) Tom Jenkins (Head of Investor Relations)
| Tel: +44 (0) 207 002 1080 ir@sigmaroc.com |
| Liberum Capital Limited (Nominated and Financial Adviser, Joint Bookrunner and Co-Broker) Dru Danford / Ben Cryer / Mark Harrison / John More / Anake Singh | Tel: +44 (0) 203 100 2000 |
|
Peel Hunt (Joint Bookrunner and Co-Broker) Investment Banking Mike Bell / Ed Allsopp / Ben Harrington ECM Syndicate & Broking Sohail Akbar / Jock Maxwell Macdonald / Tom Ballard
| Tel: +44 (0) 20 7418 8900 |
| Rothschild & Co acting through Redburn Atlantic (Joint Bookrunner and Financial Adviser) Adam Young / Ben Glaeser | Tel: +44 (0) 20 7000 2020 |
| | |
| BNP Paribas (Joint Bookrunner and Financial Adviser) | Tel: +44 (0) 20 7595 9523 |
| Tom Snowball / Matt Randall / Lauren Davies / Deepak Sran | |
|
Santander Group (Joint Bookrunner and Financial Adviser) Javier Mata / Oliver Tucker
|
Tel: +34 912572388 |
| Walbrook PR Ltd (Public Relations) | |
| Tom Cooper / Nick Rome | Tel: +44 20 7933 8780 / sigmaroc@walbrookpr.com Mob: +44 7971 221972 (Nick) |
About SigmaRoc plc
SigmaRoc is an AIM-quoted lime and limestone group targeting quarried materials assets in the UK and Northern Europe. It seeks to create value by purchasing assets in fragmented materials markets and extracting efficiencies through active management and by forming the assets into larger groups. It seeks to de-risk its investments via strong asset backing at its projects through the selection of projects with strong asset-backing.
The information below (set out in accordance with the requirements of EU Market Abuse Regulation) provides further detail:
PDMR Notification Forms:
| 1
| Details of the person discharging managerial responsibilities / person closely associated | ||||||||||||||||
| a)
| Name | 1) David Barrett
2) Max Vermorken
3) Garth Palmer
4) Tim Hall | |||||||||||||||
| 2
| Reason for the notification | ||||||||||||||||
| a)
| Position/status | 1) Executive Chairman
2) Chief Executive Officer
3) Chief Financial Officer
4) Non-Executive Director
| |||||||||||||||
| b)
| Initial notification /Amendment | Initial Notification | |||||||||||||||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||||||||||||||
| a)
| Name | SigmaRoc plc | |||||||||||||||
| b)
| LEI
| 213800Q3CJUERBGD1E44 | |||||||||||||||
| 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
Identification code | Ordinary Shares of 1 pence each
ISIN: GB00BYX5K988 | |||||||||||||||
| b)
| Nature of the transaction | Subscription for new Ordinary Shares | |||||||||||||||
| c) | Price(s) and volume(s) |
| |||||||||||||||
| d) | Aggregated information
Aggregated volume Price |
Single transactions as in 4 c) above
| |||||||||||||||
| e)
| Date of the transaction | 11 December 2023 | |||||||||||||||
| f)
| Place of the transaction
| Outside of a trading venue | |||||||||||||||
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