THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 (AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME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
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN SIGMAROC PLC OR ANY OTHER ENTITY IN ANY SUCH JURISDICTION.
23 February 2023
(EPIC: SRC / Market: AIM / Sector: Construction Materials)
SIGMAROC PLC
('SigmaRoc', the 'Group' or the 'Company')
Results of Placing and REX Retail Offer
SigmaRoc (AIM: SRC), the quarried materials group, is pleased to announce the successful completion of the Placing and REX Retail Offer announced yesterday by the Company (the "Placing Announcement"), raising gross proceeds of approximately £30 million.
The Company has placed, in aggregate, 55,555,555 new Ordinary Shares pursuant to the Fundraising, each at a price of 54 pence per share, representing a premium of approximately 1.8 per cent. to the mid-market closing price of 53 pence on 22 February 2023.
The Company consulted with and received strong support from many of its largest shareholders prior to the Fundraising. Consistent with each of its prior placings, the Company respected the principles of pre-emption, so far as possible, through the allocation process, both in the Placing and the Retail Offer. The Company's management team actively participated in the structuring and allocation of the Fundraising.
The proceeds of the Fundraising will part fund ten potential near term strategic acquisition opportunities and four organic growth and carbon footprint reduction projects. Taken together, the Acquisitions and Organic Investment Projects are anticipated, should they all complete, to generate approximately £42 million of net revenue, £10 million of EBITDA and profit after tax of £6 million on an annualised basis.
Director participation
Certain Directors and senior management of SigmaRoc have subscribed, in aggregate, for 455,556 Placing Shares at the Placing Price and the table below sets out each individual's allocation:
| Name | No. Ordinary Shares currently held | Placing Shares subscribed for | Holding following Admission | % of issued share capital after Admission |
| David Barrett | 3,053,439 | 265,741 | 3,319,180 | 0.48% |
| Max Vermorken | 762,219 | 64,815 | 827,034 | 0.12% |
| Garth Palmer | 616,146 | 55,556 | 671,702 | 0.10% |
| Charles Trigg | 344,830 | 37,037 | 381,867 | 0.06% |
| Fons Vermorken | 266,884 | 23,148 | 290,032 | 0.04% |
| Dean Masefield | 78,868 | 9,259 | 88,127 | 0.01% |
Max Vermorken, CEO of SigmaRoc, commented on the Fundraising as follows:
"I am pleased to see many of our existing shareholders continuing to support SigmaRoc and our buy-and-build strategy. The strong level of demand from new and existing investors underpins confidence in our plans for the future.
We have identified a strong pipeline of acquisitions as well as organic growth opportunities that this funding will help us to deliver and we look forward to updating our shareholders on our progress in due course."
Settlement and dealings
Application has been made to the London Stock Exchange for the Fundraising Shares to be admitted to trading on AIM.
Admission is expected to take place, and dealings are expected to commence at 08.00 a.m. on 28 February 2023.
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 693,801,899 Ordinary Shares. The Company does not hold any Ordinary Shares in treasury. Therefore, the total voting rights in the Company will be 693,801,899. 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 Fundraising Shares will, following Admission, rank pari passu in all respects with the existing Ordinary Shares.
Capitalised terms used in this announcement, unless otherwise defined herein, have the same meaning as ascribed to them in the Placing Announcement.
For further information, please contact:
| SigmaRoc plc Max Vermorken
| Tel: +44 (0) 207 129 7828 |
| Liberum Capital (Nomad and Joint Bookrunner) Nicholas How / Ben Cryer / Jamie Richards / Cara Murphy
| Tel: +44 (0) 203 100 2000
|
| Peel Hunt (Joint Bookrunner) Investment Banking Mike Bell / Ed Allsopp / Ben Harrington
Syndicate and Broking Sohail Akbar / Jock Maxwell Macdonald / John Welch
| Tel: +44 (0) 20 7418 8900 |
| Redburn (Joint Bookrunner) Adam Young / Ben Glaeser | Tel: +44 (0) 20 7000 2020
|
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 (EU) No. 596/2014 (as it forms part of UK law by virtue of The European Union (Withdrawal) Act 2018) ('MAR'). Upon the publication of this announcement via a regulatory information service, this inside information is now considered to be in the public domain.
In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this announcement being made by the Company today. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.
PDMR notifications
The below notification made in accordance with the requirements of MAR, provides further detail:
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | 1. David Barrett 2. Max Vermorken 3. Garth Palmer 4. Charles Trigg 5. Dean Masefield | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | 1. Executive Chairman 2. Chief Executive Officer 3. Chief Finance Officer 4. Non-Executive Director 5. Deputy Chief Finance Officer | ||||
| 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 | Ordinary Shares of 1p | ||||
| Identification code | GB00BYX5K988 | |||||
| b) | Nature of the Transaction | Purchase of shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information Aggregated volume /price | Aggregate volume: 432,408 Aggregate price: 54p | ||||
| e) | Date of the transaction | 23 February 2023 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM | ||||
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