This page contains all of the information which is necessary to comply with the requirements of Rule 26 of the AIM Rules for Companies – ‘Company information disclosure’.
SigmaRoc plc (SigmaRoc) is an AIM-listed buy-and-build group targeting construction materials assets in the UK and Northern Europe. It seeks to create value by purchasing assets in fragmented construction materials markets and extracting efficiencies through active management and by forming the assets into larger groups. It seeks to derisk its investments via strong asset backing at its projects.
Country of Incorporation:
Main Country of Operation:
David Barrett, Executive Chairman
David co-founded SigmaRoc plc in 2016. Having spent over forty years in the building materials sector, David is probably best known for co-founding London Concrete in 1997, subsequently building the business from one concrete plant in London to over a dozen plants around the capital. London Concrete was sold to Holcim and is currently the number one concrete supplier in London, with flagship projects such as the London Olympics, the Shard, the US embassy and the new Bloomberg building. Having previously worked with Pioneer, David retired from London Concrete in 2015 and is widely considered an expert in the industry.
Max Vermorken, Chief Executive Officer
Max co-founded SigmaRoc plc together with David Barrett and Charles Trigg, having spent a decade in the construction and building materials industry. Prior to SigmaRoc, Max was strategic advisor to the CEO of LafargeHolcim Ltd (“LafargeHolcim”) Northern Europe, the world’s largest construction materials group. His role included responsibility for the merger of Lafarge SA and Holcim Ltd in the region involving the only Day 1 integration of the two businesses following the hive-down and integration of two large asset portfolios – a mix which included two cement plants and a multitude of down-stream aggregates and construction materials assets. Prior to working for LafargeHolcim, Max worked in private equity at Luxembourg-headquartered The Genii Group, where he reported directly to its founding principals. Max holds a PhD in Financial Economics from University College London and Bachelor and Master degrees in both Civil Engineering and Financial Economics from University College London and the University of Brussels respectively.
Dean Masefield- Finance Director
Dean joined Ronez in 2017 and was the Finance Director of the Ronez platform until becoming SigmaRoc Finance Director in 2020.
Since joining Ronez, Dean has been responsible for the implementation and development of new accounting procedures and controls, ensuring that the business meets its reporting and statutory requirements, as well as contributing to the growth ambitions of the organisation.
Dean has held a number of roles within the finance industry in Jersey, predominantly in trust companies and banks, including a Head of Finance role at BNP Paribas where he played a pivotal role in the migration of accounting systems from legacy systems.
Dean started his career providing, audit, accountancy and tax services, whilst qualifying with BDO in Jersey
Dean is a fellow of the Institute of Chartered Accountants in England and Wales.
Simon Chisholm- Independent Non-Executive Director
Simon is the founder and managing director of Feros Advisers spending over 20 years working in the Investment arena.
In 2013 Simon left Berenberg and established Feros Advisers in response to the significant regulatory and technological changes that are impacting investment managers and quoted companies.
Simon joined Berenberg in 2003 and established an office for them in London. Over the next 10 years Simon was one of the principle architects in building the business from 3 people in London to around 140 and establishing the bank as a recognised brand name in the global investment community.
Before joining the sell-side, Simon was a fund manager investing in European equities first at Singer & Friedlander and then at Henderson Global Investors and ran European Smaller Companies investment products.
After University Simon joined Coopers and Lybrand and qualified as a Chartered Accountant.
Jacques Emsens- Independent Non-Executive Director
Jacques is a founding member of JPSeven and is a member of the Board, of Sofina, and numerous other companies.
Jacques has a long history in defining and implementing strategies of industrial businesses including Sibelco.
Jacques holds a degree in Business Administration from the European University of Antwerp, from the Université Libre de Bruxelles and from the London Chamber of Commerce and Industry and speaks French, Dutch and English
Garth Palmer, Non Executive Director
Garth was Finance director of SigmaRoc from inception until April 2020 and remains as Company Secretary through his partnership at Heytesbury Corporate LLP who are engaged in the provision of corporate financial and company secretarial services. Garth holds a Bachelor of Commerce Degree and is a member of the Institute of Chartered Accountants in England and Wales. Garth began his career at Horwath Chartered Accountants, now part of BDO, in Perth in the audit and corporate services division before moving to KPMG’s audit and risk advisory team. In 2005, Garth moved to London where he provided compliance services, with a focus on U.S. Sarbanes-Oxley legislation, for numerous large companies across a range of industries. This led Garth to a Finance Manager role at Apple where he spent four years working on business process improvement, developing and implementing new and improved financial processes and systems. More recently, Garth has been working with AIM quoted companies, predominantly within the mining and resources industries, providing corporate and financial consulting services.
Tim Hall, Non-Executive Director
Tim has spent his entire career in the aggregates industry, most recently as CEO of Breedon South, a business he helped build from inception. Prior to this he was director of Tarmac Limited’s Western Area; managing director of Tarmac Western Limited, the company formed by Anglo American from the former assets of Nash Rocks, Tilcon and Tarmac. He spent the previous 27 years with Nash Rocks, latterly as managing director.
Board of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable law and regulations, including the AIM Rules for Companies.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the Group and Company Financial Statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company, and of the profit or loss of the Group for that period. In preparing these Financial Statements, the Directors are required to:
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company, and enable them to ensure that the Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and Company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website, www.sigmaroc.com. Legislation in the United Kingdom governing the preparation and dissemination of the Financial Statements may differ from legislation in other jurisdictions.
The Company is compliant with AIM Rule 26 regarding the Company’s website.
The AIM and MAR Compliance Committee will monitor the Company’s compliance with the AIM Rules and MAR and seek to ensure that the Company’s Nominated Adviser is maintaining contact with the Company on a regular basis and vice versa. The committee will ensure that procedures, resources and controls are in place with a view to ensuring the Company’s compliance with the AIM Rules and MAR. The committee will also ensure that each meeting of the Board includes a discussion of AIM matters and assesses (with the assistance of the Company’s Nominated Adviser and other advisers) whether the Directors are aware of their AIM responsibilities from time to time and, if not, to ensure they are appropriately updated on their AIM responsibilities and obligations. The AIM s and MAR Compliance Committee will be chaired by Simon Chisholm and its other member will be Garth Palmer.
The Company has an established framework of internal control, the effectiveness of which is regularly reviewed by the Audit Committee in light of an ongoing assessment of significant risks facing the Company and the Group. The Audit Committee assists the Board in discharging its duties regarding the financial statements, accounting policies and the maintenance of proper internal business, and operational and financial controls. The Committee is chaired by Simon Chisholm and Jacques Emsens.
The Remuneration Committee, chaired by Simon Chisholm and Garth Palmer, is responsible for:
■ Determining and agreeing with the Board the framework or broad policy for the remuneration of the executive offices and other senior managers;
■ Take into account all factors which it deems necessary including the level of the Company’s remuneration relative to other companies to ensure that members of the company are provided with appropriate incentives to encourage enhanced performance and are, in a fair and reasonable manner, rewarded for their individual contributions to the success of the Company; and
■ Determining each year whether awards will be made, and if so, the overall amounts of such awards, the individual awards to executive directors and other senior executives and the performance targets to be used.
A Nomination Committee has been agreed to be set up following significant growth last year in the Group. The Nomination Committee will keep the leadership of the Group under review, and ensure adequate resources are made available to support its future development. The Committee is chaired by Simon Chisholm.
Other exchanges or trading platforms where SigmaRoc securities are admitted or traded:
As at 12/03/2021 SigmaRoc plc’s securities were not traded, or admitted to be traded, on any exchanges or trading platforms other than AIM.
Company’s CLN are listed on The International Stock Exchange
The number of securities in issue:
As at 02/06/2021, the number of securities in issue was: 279,876,576
The number of securities held as treasury shares:
As at 02/06/2021, the number of securities held as treasury shares was: 0
Percentage of AIM securities not in public hands:
As at 02/06/2021, the percentage of AIM securities not in public hands is 1.4%
Number of Issues and fully paid share capital:
As at 02/06/2021, the number of issues and fully paid share capital of 279,876,576 (ordinary shares of 1p each) is: £279,876,576
|Shareholder||No. of Shares Owned||Share of the company held (%)|
|M&G Investment Management||26,352,595||9.42%|
|Chelverton Asset Management Limited||17,952,460||6.41%|
|Janus Henderson Investors||13,693,048||4.89%|
|Canaccord Genuity Wealth Management||12,500,000||4.47%|
|Legal & General Investment Management||12,018,925||4.29%|
Details of any restrictions on the transfer of AIM Securities:
The Company seeks to comply, as far as it is appropriate to do so, with the Corporate Governance Code for Small and Mid-size Quoted Companies published by the Quoted Companies Alliance in 2013. Its current corporate governance arrangements are described more fully in its latest Annual Report.
Takeovers and Mergers:
The Company is subject to the UK City Code on Takeovers and Mergers.
Company Registered Address & Number:
7-9 Swallow Street
London W1B 4DE
Phone +44 207 129 78 28
Company Number: 05204176