THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
25 January 2019
(EPIC: SRC / Market: AIM / Sector: Construction Materials)
("SigmaRoc", the "Company" and, together with its subsidiaries, the “Group”)
Proposed Vendor Placing to raise approximately £12m
SigmaRoc, the AIM quoted buy-and-build construction materials group, is pleased to announce that, further to its announcement on 10 December 2018, it intends to raise approximately £12 million, before expenses, through a vendor consideration placing of up to 30,257,053 ordinary shares of 1 pence each in the Company (“Ordinary Shares”) (the “Placing Shares”) at a price of 41 pence per share (“the Placing Price”) (the “Placing”) to part-fund the initial consideration for the acquisition of CCP Building Products Limited (“CCP”) (the “Proposed Acquisition”).
The Placing is being conducted through an accelerated bookbuild process, in accordance with the terms and conditions set out in the Appendix to this announcement (the "Bookbuild"), which will be launched immediately following this announcement. Joh. Berenberg, Gossler & Co KG, London Branch ("Berenberg") and Liberum Capital (“Liberum”) are acting as joint bookrunners in relation to the Placing (the "Joint Bookrunners").
The vendors of CCP (the “Vendors”) will receive an initial consideration of £15.21 million, satisfied by the issue of the Placing Shares, 4,878,048 Ordinary Shares in the Company (the “Consideration Shares”) and the remainder in cash. The Vendors have agreed not to sell the Consideration Shares for a period of 36 months subject to certain customary exceptions and subject to waiver by the Company.
The Placing Shares and the Consideration Shares in aggregate will represent a maximum of approximately 25.7 per cent. of the Company's existing total voting rights and will be issued pursuant to the Company’s existing shareholder authorities granted at the General Meeting on 27 December 2018.
- CCP is an integrated concrete products and quarrying group located in the Liverpool and Manchester area.
- SigmaRoc has conditionally agreed to purchase the entire issued share capital of CCP for an initial consideration of £15.21 million in cash and shares on a debt free / cash free basis and further consideration based, in part, on the EBITDA growth of CCP over the next three financial years.
- CCP has five operations that include the production of blocks, aggregates, flag stones as well as trading of cement and aggregates.
- For the 12 months to 31 August 2018, CCP reported unaudited revenue of £20.9 million, EBITDA of £2.0 million and adjusted EBITDA of £2.6 million.
- Integrating CCP into the Group will be value accretive bringing an increased asset footprint with high barriers to entry, increased mineral reserves and resources, 20 per cent. regional market share and consistent organic EBITDA growth and cash flow generation.
- The Proposed Acquisition represents an excellent strategic fit within SigmaRoc’s pre-cast platform, SigmaPPG, extending the Group’s expertise, and scale.
- The Board believes that the Proposed Acquisition will put the Company in a strong position in the UK market place going forward, continuing its growth story.
- The Proposed Acquisition is expected to be EPS accretive in its first full year.
- The Placing, which is being conducted by way of an accelerated book-building process, will be launched immediately following this announcement, in accordance with the terms and conditions set out in the Appendix to this announcement.
- The Placing will be used to part fund the Proposed Acquisition, with the remaining cash element of the Acquisition consideration (plus associated transaction costs, taxes and other expenses) to be funded from a new banking facility provided by the Company's lenders, Santander UK plc.
- The timing of the closing of the Bookbuild, and allocation are at the discretion of the Joint Bookrunners.
- The Placing Shares and the Consideration Shares will, when issued, rank pari passu in all respects with the existing issued Ordinary Shares
- It is expected that admission of the Placing Shares and the Consideration Shares to trading on AIM ("Admission") will become effective and that dealings in such shares will commence on AIM at 8.00 a.m. on 30 January 2019.
- The Placing is conditional upon Admission by no later than 8.00 a.m. on 13 February 2019.
Further deal pipeline
Following the completion of the CCP acquisition and the expansion of its available debt capital, SigmaRoc will now focus its attention to the expansion of its third platform across Wales and South West England.
At present, SigmaRoc is involved in a number of separate discussions which vary from early stage to the more detailed relating to several potential mineral asset acquisition targets. Based on information to date and subject to detailed due diligence, these assets have revenues ranging from £4m to £25m with current EBITDA margins of 10% to 20% and with net assets ranging up to £14m.
For further information, please contact:
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 (Sole Broker and Joint Bookrunner)
Tel: +44(0)203 207 7800
Ben Wright / Mark Whitmore / Laure Fine
Liberum (Joint Bookrunner)
Tel: +44(0)203 3100 2222
Neil Patel / Jamie Richards / Jonathan Wilkes-Green / William Hall
Tel: +44(0)207 129 7828
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.
SigmaRoc was established as a cash shell in August 2016, by a mix of entrepreneurs and industry executives, most of whom had previously worked at Holcim in northern and western Europe, including Aggregate Industries in the UK.
The express purpose of SigmaRoc is to create value for shareholders through consolidating heavy material assets in the UK, Europe and peripheral regions. SigmaRoc drives value creation from the purchase of assets at attractive prices due to motivated sellers, including both small independents and majors looking to divest, and by using management experience and specialist knowledge to better operate assets, especially smaller ones, improve sales and marketing efforts and merge relevant functions across the Group to create cluster and corporate efficiencies.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE “IMPORTANT NOTICES” SECTION BELOW.
THE APPENDIX TO THIS ANNOUNCEMENT (WHICH FORMS PART OF THIS ANNOUNCEMENT) SETS OUT THE TERMS AND CONDITIONS OF THE PLACING. PERSONS WHO HAVE CHOSEN TO PARTICIPATE IN THE PLACING, BY MAKING AN ORAL OR WRITTEN OFFER TO ACQUIRE PLACING SHARES, WILL BE DEEMED TO HAVE READ AND UNDERSTOOD THIS ANNOUNCEMENT IN ITS ENTIRETY (INCLUDING THE APPENDIX) AND TO BE MAKING SUCH OFFER ON THE TERMS AND SUBJECT TO THE CONDITIONS HEREIN, AND TO BE PROVIDING THE REPRESENTATIONS, WARRANTIES, AGREEMENTS, ACKNOWLEDGEMENTS AND UNDERTAKINGS CONTAINED IN THE APPENDIX.
This announcement is released by SigmaRoc plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Placing described above, and is disclosed in accordance with the Company's obligations under Article 17 of MAR.
For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by Max Vermorken, CEO.
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the FCA, the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
The Placing Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, delivered or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Company does not intend to register any portion of the Placing in the United States or to conduct a public offering of securities in the United States.
This Announcement does not contain an offer or constitute any part of an offer to the public within the meaning of Sections 85 and 102B of the FSMA or otherwise. This Announcement is not an "approved prospectus" within the meaning of Section 85(7) of FSMA and a copy of it has not been, and will not be, delivered to the FCA in accordance with the Prospectus Rules or delivered to any other authority which could be a competent authority for the purpose of the Prospectus Directive. Its contents have not been examined or approved by the London Stock Exchange plc, nor has it been approved by an "authorised person" for the purposes of Section 21 of FSMA.
This Announcement is directed only at: (a) persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(1)(e) of the Prospectus Directive ("Qualified Investors") and (b) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) (a) to (d) of the Order and (ii) are "qualified investors" as defined in section 86 of FSMA and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referred to as "Relevant Persons"). Any investment in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a Relevant Person should not act or rely on this Announcement or any of its contents.
This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Berenberg, Liberum or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
Berenberg, which is authorised and regulated by the German Federal Financial Supervisory Authority and subject to limited regulation in the United Kingdom by the FCA, is acting as joint bookrunner for the Company and for no-one else in connection with the Placing, and Berenberg will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.
Liberum, which is authorised and regulated in the United Kingdom by the FCA, is acting as joint bookrunner for the Company and for no-one else in connection with the Placing, and Liberum will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.
The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Berenberg or Liberum that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe such restrictions.
The Placing Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective purchasers of the Placing Shares should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this Announcement you should consult an authorised financial adviser.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, dissemination, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the U.S. Securities Act or the applicable laws of other jurisdictions.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING.
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) COMES ARE REQUIRED BY THE COMPANY, BERENBERG AND LIBERUM TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR INVITATION TO UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND AMENDMENTS THERETO (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"), (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) (A) to (D) OF THE ORDER AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA"), AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF THE PLACING SHARES.
Persons (including individuals, funds or otherwise) who have chosen to participate in the Placing, by making an oral or written offer to purchase Placing Shares will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings contained in this Appendix.
In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) by whom or on whose behalf a commitment to purchase Placing Shares has been given. In particular, each such Placee represents, warrants and acknowledges that:
- it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
- in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of Berenberg or Liberum has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;
- (a) (i) it is not in the United States and (ii) it is not acting for the account or benefit of a person in the United States; (b) it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for a non-US person (other than an estate or trust) in reliance on Regulation S; or (c) it is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act;
- it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements and agreements contained in this Announcement; and
- it understands (or, if acting for the account of another person, such person understands) the resale and transfer restrictions set out in this Appendix.
The Company, Berenberg and Liberum will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
Details of the Placing
Berenberg and Liberum have entered into the Placing Agreement with the Company (acting as agents for the Vendors) under which, subject to the conditions set out in that agreement, each of Berenberg and Liberum will agree to use its reasonable endeavours to procure purchasers for the Placing Shares at the Placing Price.
The Placing is conditional upon the Placing Agreement becoming unconditional in all respects.
The Placing Shares will, when issued, rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive dividends and other distributions declared, made or paid following Admission.
1.1.1Application for admission to trading
Application will be made to the London Stock Exchange for admission of the Placing Shares ("Admission") to trading on AIM. It is expected that Admission will become effective and that dealings in the Placing Shares will commence on AIM at 8.00 a.m. on 30 January 2019.
1.1.2Participation in, and principal terms of, the Placing
Berenberg and Liberum are arranging the Placing as agents for and on behalf of the Company, which itself is acting as agent for the Vendors. Participation in the Placing will only be available to Placees who may lawfully be, and are, invited to participate by Berenberg or Liberum.
The number of Placing Shares to be allocated will be agreed between Berenberg, Liberum and the Company following completion of a bookbuilding exercise by Berenberg and Liberum (the "Bookbuild"). The number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.
Berenberg and Liberum will determine in their absolute discretion the extent of each Placee’s participation in the Placing, which will not necessarily be the same for each Placee and this will be confirmed orally or in writing by Berenberg or Liberum as agent of the Company ("Confirmation"). No element of the Placing will be underwritten. Confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to purchase the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix (a copy of the terms and conditions having been provided to the Placee prior to or at the same time as such oral or written confirmation) and in accordance with the Company's articles of association. For the avoidance of doubt, the Confirmation constitutes each Placee's irrevocable legally binding agreement, subject to the Placing Agreement not having been terminated, to pay the aggregate settlement amount for the Placing Shares to be acquired by that Placee regardless of the total number of Placing Shares (if any) acquired by any other investor(s).
Berenberg and Liberum reserve the right to scale back the number of Placing Shares to be acquired by any Placee in the event of an oversubscription under the Placing. Berenberg and Liberum also reserve the right not to accept offers for Placing Shares or to accept such offers in part rather than in whole.
Each Placee will be required to pay to the relevant Joint Bookrunner, on the Company’s behalf, the Placing Price for each Placing Share agreed to be acquired by it under the Placing in accordance with the terms set out herein. Each Placee’s obligation to acquire and pay for Placing Shares under the Placing will be owed to Berenberg, Liberum and the Company. Each Placee has an immediate, separate, irrevocable and binding obligation, owed to Berenberg and Liberum, to pay to the relevant Joint Bookrunner (or as they may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to purchase. Each Placee will be deemed to have read and understood the Appendix in its entirety, to the participating in the Placing upon the terms and conditions contained in the Appendix, and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in the Appendix. To the fullest extent permitted by law and applicable FCA rules (the "FCA Rules"), neither (i) Berenberg, (ii) Liberum, (iii) any of their respective directors, officers, employees or consultants, or (iv) to the extent not contained within (i) or (ii), any person connected with either Berenberg or Liberum as defined in the FCA Rules ((i), (ii) and (iii) being together "affiliates" and individually an "affiliate"), shall have any liability to Placees or to any person other than the Company in respect of the Placing.
Irrespective of the time at which a Placee's participation in the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under 'Registration and Settlement'.
Completion of the Placing will be subject to the fulfilment of the conditions referred to below under 'Conditions of the Placing' and to the Placing not being terminated on the basis referred to below under 'Termination of the Placing Agreement'. In the event that the Placing Agreement is not entered into or does not otherwise become unconditional in any respect or, after having been entered into, is terminated, the Placing will not proceed and all funds delivered by the Placee to the relevant Joint Bookrunner in respect of the Placee's participation will be returned to the Placee at the Placee's risk without interest.
By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not otherwise be capable of rescission or termination by the Placee.
By participating in the Placing, each Placee is deemed to have read and understood this Announcement, including the Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in the Appendix.
To the fullest extent permissible by law, neither the Company, Berenberg, Liberum nor any of their affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Berenberg, Liberum nor any of their affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of Berenberg's or Liberum's conduct of the Bookbuild or of such alternative method of effecting the Placing as Berenberg, Liberum and the Company may agree.
Conditions of the Placing
The obligations of Berenberg and Liberum under the Placing Agreement in respect of the Placing Shares are conditional on, amongst other things:
(a) the Company having complied with all of its obligations and having satisfied all conditions to be satisfied by it under the Placing Agreement or under the terms or conditions of the Placing, or any of them (to the extent that such obligations fall to be performed prior to Admission);
(b) there having been no material adverse change which could, in the opinion of Berenberg and Liberum (acting in good faith), materially and adversely affect the Placing or dealings in the Ordinary Shares immediately following Admission;
(c) none of the warranties in the Placing Agreement being untrue, inaccurate or misleading at the date of the Placing Agreement or ceasing to be true and accurate or having become misleading at any time following the date of the Placing Agreement;
(d) the share purchase agreement made between the Company, James Woodyer and Paul Blanchard relating to the acquisition of the entire issued share capital of CCP Building Products Limited not having lapsed or been terminated and having become unconditional in all respects, subject only to Admission;
(e) the Placing Shares having been approved for transfer to Placees, subject only to Admission;
(f) Admission having occurred not later than 8.00 a.m. on 30 January 2019 or such later date as the Company, Berenberg and Liberum may agree, but in any event not later than 8.00 a.m. on 13 February 2019.
If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by Berenberg and Liberum by the respective time or date where specified, (ii) any of such conditions becomes incapable of being fulfilled or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
Berenberg and Liberum, at their discretion and upon such terms as they think fit, may waive compliance by the Company with the whole or any part of any of the Company’s obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
None of Berenberg, Liberum, the Company nor any other person shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Berenberg and Liberum.
1.1.3Termination of the Placing Agreement
Berenberg and Liberum are entitled at any time before Admission, to terminate the Placing Agreement in relation to their obligations in respect of the Placing Shares by giving notice in writing to the Company if, amongst other things:
- in the sole judgement of Berenberg or Liberum acting in good faith there has been a material breach by the Company of any of its obligations under the Placing Agreement or any law in respect of the Placing, or there has been a breach of or there has taken place or arisen an event rendering untrue or incorrect in any respect any of the warranties given in the Placing Agreement; or
- it comes to the notice of Berenberg or Liberum that any statement contained in the placing documents (the "Placing Documents") issued in connection with the Placing was untrue, inaccurate, incorrect or misleading at the date thereof or has become untrue, incorrect or misleading or that any matter has arisen which would, if the Placing were made at that time, constitute an omission therefrom; or
- any of the warranties given by the Company in the Placing Agreement has, in the sole judgment of Berenberg or Liberum acting in good faith, become untrue, inaccurate or misleading in any respect; or
- in the sole judgment of Berenberg or Liberum acting in good faith there shall have occurred a material adverse change since the date of the Placing Agreement;
- there has been a breach of any provision of the share purchase agreement made between the Company, James Woodyer and Paul Blanchard relating to the acquisition of the entire issued share capital of CCP Building Products Limited by any party to it which Berenberg or Liberum considers (in its sole judgement (acting in good faith)) to be material; or
- there happens, develops or comes into effect: i) a general moratorium on commercial banking activities in London or New York declared by the United States, the United Kingdom, the New York authorities or the European Central Bank or a suspension or material limitation in trading in securities, generally on the London Stock Exchange, the New York Stock Exchange or NASDAQ, or is likely to occur, in the judgement of Berenberg and Liberum (acting reasonably); or ii) in the judgement of Berenberg and Liberum (acting in good faith) an outbreak or escalation of hostilities or acts of terrorism or other calamity or crisis, national or international emergency or war, or any change (or development involving a prospective change) in national or international monetary, political, financial or economic conditions or currency exchange rates or foreign exchange controls or any material adverse change in the financial markets in the United States, the United Kingdom, in any member of the European Union or the international markets; or iii) disruption in trading generally on any stock exchange or in any over the counter market or minimum or maximum prices for trading are fixed, or maximum ranges for prices have been required, by any exchange or by any governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, United Kingdom or Europe, in the judgement of Berenberg and Liberum (acting reasonably); or iv) any actual or prospective change or development in the United Kingdom or any other taxation that would have a materially adverse effect on the Group or on the allotment, issue or delivery of ordinary shares, and which would either singularly or together in the sole judgment of Berenberg or Liberum (acting in good faith) be likely to prejudice the success of the Placing or which makes it impractical to proceed with the Placing and/or Admission on the terms and in the manner set out in the Placing Documents.
Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by Berenberg or Liberum of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Berenberg and Liberum and that they need not make any reference to Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No offering document, prospectus or admission document has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including the Appendix) released by the Company today, and subject to any further terms set forth in the trade confirmation to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including the Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company, Berenberg, Liberum or any other person and none of Berenberg, Liberum nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
1.1.5Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take place within the system administered by CREST, subject to certain exceptions. The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if, in the opinion of Berenberg and Liberum, delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee’s jurisdiction.
Participation in the Placing is only available to persons who are invited to participate in it by Berenberg or Liberum.
A Placee’s commitment to acquire a fixed number of Placing Shares under the Placing will be agreed orally or in writing with Liberum or Berenberg. Such agreement will constitute a legally binding commitment on such Placee’s part to acquire that number of Placing Shares at the Placing Price on the terms and conditions set out or referred to in the Appendix and subject to the Company’s Articles of Association.
Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation in accordance with the standing arrangements in place with the relevant Joint Bookrunner, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to the relevant Joint Bookrunner or and settlement instructions.
Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with the relevant Joint Bookrunner. Settlement should be through either: Berenberg against CREST ID: 5KQAQ or Liberum against CREST ID: ENQAN. For the avoidance of doubt, Placing allocations will be booked with a trade date of 25 January 2019 and settlement date of 30 January 2019. Settlement will take place on a delivery versus payment basis.
The Company will deliver the Placing Shares to the CREST account operated by the relevant Joint Bookrunner as agent for the Company (itself acting as agent for the Vendors) and the relevant Joint Bookrunner will enter their delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by Berenberg and Liberum.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Company may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company’s account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.
1.1.6Representations and warranties
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) acknowledges, undertakes, represents, warrants and agrees (as the case may be) the following:
- represents and warrants that it has read this Announcement, including the Appendix, in its entirety and that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;
- acknowledges that it has received this Announcement solely for its use and has not redistributed or duplicated it;
- acknowledges and agrees that no offering document, prospectus or admission document has been or will be prepared in connection with the Placing and represents and warrants that it has not received a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares;
- acknowledges that its participation in the Placing shall also be subject to the provisions of the Placing Agreement and the memorandum and articles of association of the Company in force both before and immediately after Admission;
- acknowledges that the Ordinary Shares in the capital of the Company are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM (collectively, the "Exchange Information"), which includes a description of the nature of the Company’s business and the Company’s most recent balance sheet and profit and loss account and that it is able to obtain or access such Exchange Information without undue difficulty and is able to obtain access to such information or comparable information concerning any other publicly traded company without undue difficulty;
- acknowledges that neither Berenberg, Liberum nor the Company nor any of their respective affiliates or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of Berenberg, Liberum, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;
- acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that neither Berenberg, Liberum, nor any person acting on their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to purchase the Placing Shares is contained in this Announcement and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by Berenberg, Liberum or the Company or their respective affiliates and neither Berenberg, Liberum nor the Company nor their respective affiliates will be liable for any Placee’s decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;
- represents and warrants that it has neither received nor relied on any inside information (as defined in the Market Abuse Regulation) concerning the Company in accepting this invitation to participate in the Placing;
- acknowledges that neither Berenberg, Liberum nor any person acting on their behalf nor any of their respective affiliates has or shall have any liability for any publicly available or filed information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
- represents and warrants that it has complied with its obligations under the Criminal Justice Act 1993, the Market Abuse Regulation and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering Regulations 2007, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the "Regulations") and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
- if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive (including any relevant implementing measure in any member state), represents and warrants that the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than to qualified investors, or in circumstances in which the prior consent of Berenberg and Liberum has been given to the proposed offer or resale;
- represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;
- represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);
- represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
- represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
- if within the United Kingdom, represents and warrants that it is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended, is a qualified investor as defined in Section 86 of FMSA or is a person to whom this Announcement may otherwise be lawfully communicated;
- acknowledges that any offer of Placing Shares may only be directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive and represents and agrees that, if in the European Economic Area, it is such a qualified investor;
- represents and warrants that it and any person acting on its behalf is entitled to acquire Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honor such obligations, and that its acquisition of the Placing Shares will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise.
- acknowledges and agrees that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or jurisdiction of the United States, or the relevant Australian, Canadian, Japanese, New Zealand or South African securities legislation and therefore the Placing Shares may not be offered, sold, transferred or delivered directly or indirectly into the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or their respective territories and possessions, except subject to limited exemptions;
- warrants that it has complied with all relevant laws of all relevant territories, obtained all requisite governmental or other consents which may be required in connection with the Placing Shares, complied with all requisite formalities and that it has not taken any action or omitted to take any action which will or may result in Berenberg, Liberum, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any territory in connection with the Placing;
- acknowledges and agrees that its purchase of Placing Shares does not trigger, in the jurisdiction in which it is resident or located: (i) any obligation to prepare or file a prospectus or similar document or any other report with respect to such purchase; (ii) any disclosure or reporting obligation of the Company; or (iii) any registration or other obligation on the part of the Company;
- undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other purchasers or sold as Berenberg and Liberum may in their discretion determine and without liability to such Placee;
- acknowledges that neither Berenberg, Liberum nor any of their affiliates, nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Berenberg or Liberum for the purposes of the Placing and that Berenberg and Liberum have no duties or responsibilities to it for providing the protections afforded to their clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
- undertakes that the person whom it specifies for registration as holder of the Placing Shares&