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Reverse Acquisition of Ronez Limited for £45 million

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SigmaRoc (AIM:SRC) is pleased to announce that it has conditionally agreed to acquire Ronez, a wholly owned subsidiary of Aggregate Industries, part of the LafargeHolcim Group, for £45.0 million in cash (the “Consideration”). In conjunction with the Acquisition, the Company also announces that is has conditionally raised approximately £50 million (before expenses) via the issue of 100,000,000 New Ordinary Shares and 10,000,000 Convertible Loan Notes.

Strand Hanson Limited is acting as Nominated and Financial Adviser to the Company, and Zeus Capital Limited is acting as Broker to the Placing.

Highlights of the proposed Acquisition and Placing:

  • Consideration payable by the Company in respect of the Acquisition of £45.0 million in cash.
  • Placing of 100,000,000 New Ordinary Shares at 40 pence per share and 10,000,000 Convertible Loan Notes at £1 per note to raise approximately £50 million before expenses.
  • Net proceeds of the Placing will be used to satisfy the Consideration and for working capital purposes.
  • Ronez is a fully integrated producer of construction materials and operates two hard rock quarries and multiple business lines with associated production units across Jersey and Guernsey, with approximately 3.36Mt of Proved Mineral Reserves and a further 6.22Mt of Measured and Indicated Mineral Resources.
  • In 2015, Ronez recorded revenue of £26.3 million and operating profit before tax of £2.94 million.
  • Ronez is a cash-generating and profitable business, with an established track record, providing the Company with a platform to accelerate its growth and fund the continued execution of its wider business plan, being the pursuit of acquisitions of high quality and niche market assets in the construction materials sector.
  • Share Consolidation with a ratio of 104:1 such that, subject to the passing of the Resolutions, for each 104 Existing Ordinary Shares held, Shareholders will be issued one New Ordinary Share worth 40 pence each (based on the price immediately prior to the Company’s suspension announcement of 5 October 2016) on Admission.

Due to its size and nature, the Acquisition constitutes a reverse takeover of the Company pursuant to the AIM Rules. The Acquisition will be conditional on, inter alia, approval of Shareholders at the General Meeting to be held at 12.00 noon on 3 January 2017 at the offices of Artemis Trustees Limited, Trafalgar Court, 2nd Floor, East Wing, Admiral Park, St Peter Port, Guernsey GY1 3EL Channel Islands.

The Notice of General Meeting, along with an admission document dated 15 December 2016 (“Admission Document”), has today been posted to Shareholders.  Shareholders are encouraged to return their Form of Proxy as soon as practicable or, in any event, by no later than 12.00 p.m. on 29 December 2016. The Form of Proxy must be sent or delivered to Share Registrars Limited at The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR or by email to proxies@shareregistrars.uk.com.

Information extracted from Part I (“Letter from the Chief Executive Officer of SigmaRoc plc”) of the Admission Document is set out below.

Assuming that the Resolutions are approved, it is expected that the Acquisition will complete, Admission will occur and trading in the New Ordinary Shares will commence at 8.00 a.m. on 5 January 2017. Accordingly, trading in the Ordinary Shares will remain suspended until such time.

Capitalised terms used in this announcement carry the same meaning as those ascribed to them in the Admission Document, unless the context requires otherwise.

Max Vermorken, Chief Executive Officer of SigmaRoc, commented:

“Ronez presents an excellent opportunity to acquire a profitable and well managed building materials business in a very stable market. It will be our cornerstone asset and a great starting point in the journey to grow a niche focused building materials business. We look forward to working with the local management team and are confident that we can support them to further improve on Ronez’s impressive operational and financial performance.

“The acquisition of Ronez is the first of what we anticipate being a pipeline of value accretive deals and we are delighted to have secured broad buy in from UK and Channel Island investors keen to support our ambitions.”

Please click here to download the AIM Admission document.

Please click here to download the Proxy form for the General Meeting of 3rd January 2017.

Please click here for a PDF version of the announcement.

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