Tender offer to refinance convertible loan notes

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SigmaRoc plc / EPIC: SRC / Market: AIM / Sector: Construction Materials



28 December 2018



SigmaRoc plc

(‘SigmaRoc’, the ‘Company’ or the ‘Group’)


Tender Offer to Refinance Convertible Loan Notes


SigmaRoc plc, the AIM quoted buy-and-build construction materials group, is pleased to announce that, further to the passing of the resolutions at the Company’s General Meeting of 27 December 2018, it is proposing to refinance the £10 million 6 per cent. convertible unsecured loan notes, due January 2022, issued by the Company (the ‘Notes’), currently listed on The International Stock Exchange (‘TISE’), by way of a tender offer to the holders of such Notes (the ‘Noteholders’) (the ‘Tender Offer’).


The Tender Offer will be made at a price of £1.05 per Note (the ‘Purchase Price’), representing a 5 per cent. premium to the nominal value of the Notes. A Tender Offer Memorandum, along with a Tender Instruction, will today be sent by the Company to all Noteholders setting out the rationale, the terms and conditions of, and the procedure for, participating in the Tender Offer.


Pursuant to the Tender Offer, Notes validly tendered and accepted for purchase by the Company will be at the Purchase Price (£1.05 per Note) plus accrued interest of £0.00378 per Note for the period from 1 January 2019 to the settlement date of 23 January 2019 (the ‘Settlement Date’). Accordingly, the aggregate payment made to accepting Noteholders will be the sum of £1.05378 per Note. In addition, in accordance with the terms of the Notes, the Company will pay interest due to 31 December 2018 (representing £0.03 per Note), in the normal manner, by 31 December 2018, to all Noteholders. Accordingly, should the Tender Offer complete, the aggregate cash payments to Noteholders will total £1.08378 per Note.


The middle market closing price for a Note on TISE as at 27 December 2018 was £1.01, being the latest practicable date before the commencement of the Tender Offer.


As set out in the Tender Offer Memorandum the Company proposes to:


- Invite Noteholders to tender all their Notes for purchase by the Company for cash;


- Circulate a Written Resolution of Noteholders to Noteholders; and


- Following the Settlement Date, to seek to delist the Notes from TISE.


Noteholders who wish to tender their Notes should deliver, or arrange to have delivered on their behalf, a valid Tender Instruction that is received by the Company by no later than 4.00 p.m. (London time) on 16 January 2019, together with the Written Resolution to Noteholders. Tender Instructions must be received by the Company by no later than 4.00 p.m. (London time) on 16 January 2019 unless extended, re-opened, amended and/or terminated as provided in the Tender Offer Memorandum. Tender Instructions will be irrevocable except in the limited circumstances described in the “Amendment and Termination” section of the Tender Offer Memorandum.


Enclosed with the Tender Offer Memorandum is a Written Resolution of Noteholders, seeking Noteholders’ approval, pursuant to paragraph 15.1.4 of Schedule 3 of the Note instrument to sanction the proposed purchase of all the Notes contemplated by the Tender Offer Memorandum and, where any Noteholder does not complete a Tender Instruction in respect of all of the Notes held by it by 16 January 2019, to authorise any director of the Company to execute a Tender Instruction for and on behalf of any Noteholder. The Written Resolution of Noteholders will be passed if signed by Noteholders together holding not less than 75 per cent. of the principal amount of the Notes outstanding. There is no minimum acceptance level for the Tender Offer and, if the Written Resolution is passed and the Board decides to proceed with the Tender Offer based on the level of Tender Instructions received, the Tender Offer will be binding on all Noteholders.

The Company will announce its decision of whether to accept valid tenders of Notes pursuant to the Tender Offer and whether the Board has accepted the Tender Offer on behalf of any Noteholders pursuant to the Written Resolution, on or before the Settlement Date.


The Tender Offer Memorandum and the Tender Instruction will be made available on the Company’s website at


Rationale and financing for the Tender Offer


Having considered the Company’s ongoing working capital requirements and costs of funding, the Board of the Company is of the opinion that the Tender Offer provides an opportunity to reduce the Company’s medium to long term costs of funding. The Company expects to finance the Tender Offer from the partial proceeds of new banking facilities to be entered into with Santander UK plc, with the balance to be satisfied from existing cash. The Company intends to cancel any Notes purchased pursuant to the Tender Offer, following the delisting of the Notes from TISE.


Related Party Transaction


David Barrett and Max Vermorken are interested in £125,000 and £25,000 of the Notes respectively and will agree to tender their Notes, which will constitute a related party transaction in accordance with AIM Rules for Companies if their Tender Instructions are accepted by the Company.


Capitalised terms used in this announcement have the same meaning ascribed to them in the Tender Offer Memorandum unless the context requires otherwise.





Tel: +44(0)207 002 1080

Max Vermorken, CEO




Strand Hanson (Nominated and Financial adviser)

Tel: +44(0)207 409 3494

James Spinney / James Dance




Berenberg (Broker)

Tel: +44(0)203 207 7800

Ben Wright / Mark Whitmore / Laure Fine




Investor Relations

Tel: +44(0)207 002 1080

Ian Osburn / Ben Feder


The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.