Company Information Disclosure

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’.

 

Business Description / Investment Strategy

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:
United Kingdom

Main Country of Operation:
United Kingdom

 

Governance - Directors’ names and biographies

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.

Garth Palmer, Finance Director

Garth Palmer is a partner at Heytesbury Corporate LLP, a partnership engaged in the provision of corporate financial and company secretarial services.

He 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.

Patrick Dolberg

From 2008 to 2013, Patrick was an Executive Committee Member of Holcim Ltd, reporting directly to the CEO, where he was responsible for Western and Central Europe. He joined the Holcim group in 1991, having held executive positions at Exxon Chemical International and Monsanto. From 1992 to 1996, Patrick was General Manager of Scrobiel, a member of the Holcim group. In 1998, he was appointed chief executive officer of St. Lawrence Cement, another Holcim group company, before joining Holcim US as chief executive officer in 2003.

Patrick has an MBA from Solvay Business School, graduating with distinction.

Dominic Traynor, Non-Executive Director

Dominic is a solicitor based in London working primarily in the resources and energy sectors. He has advised on the structuring and listing of more than 20 companies on the AIM market of the London Stock Exchange and has extensive experience in advising companies on mergers and acquisitions, IPOs and secondary fundraisings, joint ventures and other aspects of general corporate law. Dominic has acted for companies with assets throughout the world including in Zambia and numerous other countries in Africa, the Middle-East and Australia. Dominic has a wide network of advisers and professionals in the resources sector and is also a non-executive director on various industrial, mining and resources companies. Dominic is a graduate of Durham University (LLB) and the College of Law, York.

Gary Drinkwater, Non-Executive Director

Gary Drinkwater joined Ravenscroft in December 2015 as a Corporate Adviser and serves on the boards of several companies which are partly owned by Bailiwick, including Jacksons (C.I.) Limited and SandpiperCI Limited. Prior to joining Ravenscroft, Gary spent over 30 years in banking roles with HSBC, culminating in his appointment as Deputy Head of Corporate Banking, Channel Islands and Isle of Man from 2012 to 2015. Gary was the President of the Jersey Bankers Association between 2003 and 2005 and was previously the President of the Jersey Branch of the Institute of Directors. He also sits on the board of Help a Jersey Child and is an elected member of the Public Accounts Committee in Jersey. Gary has been appointed to the Board as a nominee Director, pursuant to the terms of the Relationship Agreement.

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:

  • select suitable accounting policies and then apply them consistently;
  • make judgments and accounting estimates that are reasonable and prudent; and
  • state whether applicable IFRSs as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the financial statements.

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.

Committees’ Responsibilities

The AIM Rules 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 Rules and MAR Compliance Committee will be chaired by Dominic Traynor and its other member will be Patrick Dolberg.

 

Share Information

Other exchanges or trading platforms where Breedon securities are admitted or traded:
As at 01/10/2018 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 01/10/2018, the number of securities in issue was: 136.71M

The number of securities held as treasury shares:
As at 01/10/2018, the number of securities held as treasury shares was: 0

Percentage of AIM securities not in public hands:
As at 01/10/2018, the percentage of AIM securities not in public hands was 20.7%

Identity and percentage holdings of significant shareholders:
As at 01/10/2018, the Company has been notified of the identity and percentage holdings of the following significant shareholders:

Shareholder No. of Shares Owned Share of the company held (%)
Bailiwick Investments Limited 13,750,000 10.06
Legal & General Investment Management Ltd 13,625,000 9.97
Slater Investments 12,695,122 9.29
Pula Investments Limited 12,500,000 9.14
M&G Limited 7,500,000 5.48
Polar Capital LLP 7,319,512 5.35
Nigel Wray 5,350,000 3.91
Jeremy Peace 5,000,000 3.66
Hargreave Hale 4,652,117 3.40

Details of any restrictions on the transfer of AIM Securities:
None

Corporate Governance:
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.

 

Contacts & Advisors

Company Registered Address & Number:
7-9 Swallow Street
London W1B 4DE
United Kingdom
Phone +44 207 129 78 28

Company Number: 05204176

Nominated advisors:
Strand Hanson Limited
26 Mount Row
London W1K 3SQ
United Kingdom

Other key advisors:

  • Broker
    Berenberg
    60 Threadneedle St
    London EC2R 8HP
  • Solicitors to the Company
    Fieldfisher
    Riverbank House
    2 Swan Lane
    London EC4R 3TT
  • Share Registrar
    Share Registrars Limited
    1st Floor
    9 Lion and Lamb Yard
    Farnham
    Surrey GU9 7LL
  • Auditors
    PKF Littlejohn LLP
    1 Westferry Circus
    Canary Wharf
    London E14 4HD
  • Secretary
    Heytesbury Corporate LLP
    47 Charles Street
    London W1J 5EL