AIM Schedule 1 - SigmaRoc Plc (0048S)

TIDMSRC

RNS Number : 0048S

AIM

16 December 2016

 
       ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT 
       PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 
       OF THE AIM RULES FOR COMPANIES ("AIM RULES") 
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 COMPANY NAME: 
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   SigmaRoc plc ("SigmaRoc" or the "Company") 
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 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, 
  COMPANY TRADING ADDRESS (INCLUDING POSTCODES) 
  : 
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   47 Charles Street, London, England, W1J 5EL 
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 COUNTRY OF INCORPORATION: 
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   England & Wales 
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 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION 
  REQUIRED BY AIM RULE 26: 
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   http://www.sigmaroc.com/ 
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 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF 
  OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, 
  DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION 
  IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER 
  UNDER RULE 14, THIS SHOULD BE STATED: 
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   Admission is sought as a result of a reverse 
   take-over in accordance with AIM Rule 14. 
 
   On 22 August 2016, following shareholder approval 
   at a general meeting of the Company, SigmaRoc 
   became an AIM Rule 15 cash shell and began the 
   process of appraising acquisition opportunities 
   in the construction materials sector. 
 
   The Company has entered into a conditional acquisition 
   agreement to acquire the entire issued share 
   capital of Ronez Limited ("Ronez"), a wholly 
   owned subsidiary of Aggregate Industries Limited 
   ("Aggregate Industries"), part of the LafargeHolcim 
   Group, for a total consideration of GBP45.0 
   million (the "Consideration") (the "Acquisition"), 
   in conjunction with a conditional placing to 
   raise, in aggregate, GBP50.0 million, via the 
   issue of 100,000,000 ordinary shares at 40 pence 
   per share and 10,000,000 convertible loan notes 
   at GBP1 per note (together, the "Placing"). 
   The net proceeds of the Placing will be used 
   to satisfy the Consideration and to provide 
   the Company with working capital. 
 
   The Acquisition constitutes a reverse takeover 
   pursuant to the AIM Rules and is therefore subject 
   to, inter alia, the approval of shareholders. 
 
   The Company intends to continue with its buy 
   and build strategy in the construction materials 
   sector. This strategy is intended to see the 
   Company build a diversified stream of income, 
   sourcing a combination of growth acquisitions 
   and stable cash flows from niche markets. 
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 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING 
  ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES 
  (i.e. where known, number and type of shares, 
  nominal value and issue price to which it seeks 
  admission and the number and type to be held 
  as treasury shares): 
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   Ordinary shares of GBP0.01 each (following a 
   104:1 share consolidation of GBP0.001 each); 
   nil shares are held in treasury. 
 
   102,601,498 ordinary shares of GBP0.01 each 
   to be admitted to trading (of which 270,555,743 
   existing ordinary shares of GBP0.001 each are 
   currently admitted to trading - these will consolidate 
   into 2,601,498 ordinary shares of GBP0.01 each). 
 
   100,000,000 new ordinary shares of GBP0.01 each 
   will be issued pursuant to the Placing. 
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 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) 
  AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
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 Capital raised on admission GBP50.0 million*. 
 
  Implied market capitalisation GBP41.0 million 
 
  * Of which GBP40.0 million has been raised via 
  an issue of New Ordinary Shares and GBP10.0 
  million via the issue of Convertible Loan Notes 
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 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS 
  AT ADMISSION: 
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 26.4% 
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 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM 
  TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED 
  TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS 
  AIM SECURITIES) ADMITTED OR TRADED: 
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   N/A 
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 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED 
  DIRECTORS (underlining the first name by which 
  each is known or including any other name by 
  which each is known): 
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 Directors 
  Maximilian (Max) Alphons Vermorken - Chief Executive 
  Officer 
  David Kenneth Barrett - Executive Chairman (formerly 
  Non-Executive Director) 
  Dominic Traynor - Non-Executive Director 
 
  Proposed Directors 
  Garth Mervyn Palmer - Finance Director (part-time) 
  Patrick Dolberg - Non-Executive Director 
  Gary Roger Drinkwater - Non-Executive Director 
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 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS 
  EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE 
  CAPITAL, BEFORE AND AFTER ADMISSION (underlining 
  the first name by which each is known or including 
  any other name by which each is known): 
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 Before Admission: 
 
  Melissa Josephine Sturgess - 11.0% 
  Raymond James Investment - 4.7% 
  Hargreaves Lansdown Asset Management - 3.9% 
  Mr Martyn Alan Scriven - 3.3% 
  Reverse Takeover Investments plc - 3.1% 
  Mr Simranjeet Nayyar - 3.0% 
 
  Post Admission: 
  Bailiwick Investments Limited - 13.4% 
  Pula Investments Limited - 12.2% 
  Miton Asset Management - 9.8% 
  Nigel Wray - 8.1% 
  Legal & General Investment Management - 6.7 
  David McErlain - 4.9% 
  Jeremy Peace - 4.9% 
  Albert E Sharp - 3.3% 
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 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE 
  WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: 
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 Melissa Sturgess 
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 (i) ANTICIPATED ACCOUNTING REFERENCE DATE 
  (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION 
  IN THE ADMISSION DOCUMENT HAS BEEN PREPARED 
  (this may be represented by unaudited interim 
  financial information) 
  (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST 
  THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: 
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      (i) 31 December 
       (ii) 30 June 2016 
       (iii) 30 June 2017, 30 September 2017, 30 June 
       2018 
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 EXPECTED ADMISSION DATE: 
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 5 January 2017 
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 NAME AND ADDRESS OF NOMINATED ADVISER: 
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 Strand Hanson Limited 
  26 Mount Row 
  London W1K 3SQ 
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 NAME AND ADDRESS OF BROKER: 
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 Broker to the Placing 
  Zeus Capital Limited 
  41 Conduit Street 
  London W1S 2YQ 
 
  Broker to the Company 
  Peterhouse Corporate Finance Limited 
  New Liverpool House 
  3rd Floor 15-17 Eldon Street 
  London, EC2M 7LD 
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 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, 
  DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) 
  THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, 
  WITH A STATEMENT THAT THIS WILL CONTAIN FULL 
  DETAILS ABOUT THE APPLICANT AND THE ADMISSION 
  OF ITS SECURITIES: 
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 www.sigmaroc.com 
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 DATE OF NOTIFICATION: 
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 16 December 2016 
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 NEW/ UPDATE: 
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 New 
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This information is provided by RNS

The company news service from the London Stock Exchange

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December 16, 2016 03:00 ET (08:00 GMT)