TIDMSRC
RNS Number : 8937R
SigmaRoc PLC
15 December 2016
15 December 2016
SigmaRoc plc
("SigmaRoc" or the "Company")
Reverse Acquisition of Ronez Limited for GBP45 million
Placing of New Ordinary Shares to raise GBP40 million
Placing of Convertible Loan Notes to raise GBP10 million
Proposed Share Consolidation
Notice of General Meeting
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 GBP45.0
million in cash (the "Consideration"). In conjunction with the
Acquisition, the Company also announces that it has conditionally
raised approximately GBP50 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 GBP45.0 million in cash.
-- Placing of 100,000,000 New Ordinary Shares at 40 pence per
share and 10,000,000 Convertible Loan Notes at GBP1 per note to
raise approximately GBP50 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 GBP26.3 million and
operating profit before tax of GBP2.94 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. A Form of Proxy has also today been sent to
Shareholders and can be downloaded from the Company's website:
www.sigmaroc.com. 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. A copy of the Admission Document is available on the
Company's website: www.sigmaroc.com.
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."
For further information, please contact:
+44(0)20
SigmaRoc plc 7193 4470
Max Vermorken
Strand Hanson Limited (Nominated +44(0)20
and Financial Adviser) 7409 3494
James Spinney
James Dance
+44(0)20
Zeus Capital Limited (Broker) 3829 5000
Rob Collins
Alex Wood
Tavistock (Public Relations +44(0)20
Adviser) 7920 3150
Jos Simson
Emily Fenton
Orchard PR (Guernsey Public
Relations Adviser) +44(0)1481
Emma Anderson 251251
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.
Information on Ronez
History of Ronez
Evidence exists that quarrying began in the Channel Islands in
the seventeenth century, with commercial quarrying activities on
Jersey and Guernsey quarry sites dating back to the mid-nineteenth
century.
Ronez initially began quarrying operations in Jersey in 1869,
under the name of Jersey Cement and Granite Co. Ltd. ("JCG") and,
in the early 1960s, commenced operations in Guernsey via the
acquisition of, inter alia, Les Vardes Quarry, thereby linking what
were the separate quarrying traditions of the two islands.
Following several further acquisitions, consolidating quarrying
activities in the Channel Islands, in 1967, JCG changed its name to
Ronez and, in 1996, was acquired by CAMAS plc ("CAMAS") which, in
1997, merged with Bardon Aggregates to become Aggregate
Industries.
A summary timeline of key events is set out below:
DATE ACTIVITY /EVENT
1780s Les Vardes Quarry commences commercial
production on Guernsey (ownership unknown)
1869 JCG commences commercial production at
St John's Quarry on Jersey
1890s Chouet Quarry commences commercial production
on Guernsey (ownership unknown)
1962 JCG commences commercial production at
Les Vardes Quarry on Guernsey
1967 JCG changes its name to Ronez Limited
1984 Geological investigation into the future
re-development of the Chouet Quarry
1996 CAMAS demerges from English China Clays
and takes over ownership of Ronez
1997 CAMAS merges with Bardon Aggregates to
form Aggregate Industries
2005 Holcim acquires Aggregate Industries
2015 Lafarge and Holcim merge to form LafargeHolcim
2016 SigmaRoc bids to acquire Ronez from Aggregate
Industries
Production and services
Ronez currently operates two quarries, St John's Quarry in
Jersey and Les Vardes Quarry in Guernsey, as well as multiple
associated and downstream businesses on both islands, producing a
full range of construction materials for sale into the local
market, including aggregates, ready mixed concrete, asphalt,
precast concrete products and cement, as well as providing certain
services, including road contracting.
On Jersey, all operational sites are located on the north coast
of the island at St John's Quarry, with the exception of the cement
importation terminal on the south coast at St Helier. On Guernsey,
Les Vardes Quarry and an asphalt plant are located on the north
coast, with all other operational sites located on the north east
coast at Les Monmain and in the case of the cement importation
terminal, at St Sampson's Port. The location of each quarry and
operational site can be seen in Figure 1 and brief descriptions of
the products and services offered by Ronez are set out below:
Aggregates
At each of its quarries, Ronez operates plant and machinery
producing various sizes of crushed rock aggregates from the raw
material extracted from the quarries. The aggregates produced are
sold directly to the local construction industry or to the general
trade and retail markets, as well as internally to form the basis
for the range of construction products and materials produced at
Ronez's various downstream operations on the islands. The total
sale of aggregates to third parties (including secondary and
imported products, as described below) represented approximately 10
per cent. of Ronez's revenue for the year ended 31 December
2015.
Secondary aggregates
In Guernsey, Ronez owns 65 per cent. of Island Aggregates, which
is a joint venture with Island Waste (which holds the remaining 35
per cent.) and produces recycled secondary aggregates from the
island's construction and demolition waste. The secondary
aggregates are primarily used as fill material in situations where
specification, except for sizing, is not required.
Island Aggregates is located at Ronez's Les Monmain site, in the
north east of Guernsey and its operations consist of processing
equipment which produces various sized secondary aggregate products
from the waste material for onward sale. Material to be recycled is
delivered by customers and a gate fee is charged on deliveries by
weight. Island Aggregates' operational equipment and staff are
leased and contracted respectively from the joint venture
partners.
Importation aggregates
In Guernsey, local sand is only available on the island's
beaches and is not permitted to be extracted. Accordingly, Ronez
imports the fine sand from the UK mainland via the port near Les
Monmain. The fine sand blended with the crushed rock fines produced
at the quarries to produce a material that is utilised in Ronez's
downstream operations as well as being supplied to the local
general trade and retail markets.
Ready mixed concrete (RMX)
Ronez has ready mix concrete production sites in both Jersey and
Guernsey, which supply a range of products from floor screeds to
designed mixes for structural applications, in accordance with
British and European standards. The RMX plants allow for an
extensive range of products to be produced and can be supported
through the concrete products business in case of large pours or
planned shutdowns. The sites are serviced by a fleet of RMX trucks
that deliver the concrete to Ronez's customers. Ronez also operates
concrete placing pumps. Both RMX plants are located in close
proximity to the concrete production factories on each island.
Ronez has obtained planning permission in Jersey to relocate the
RMX production site to the top side of St John's Quarry, thereby
reducing traffic movements in the quarry itself. The sale of ready
mix concrete represented approximately 35 per cent. of Ronez's
revenue for the year ended 31 December 2015.
Asphalt
Ronez produces a wide range of asphalt products, from base
courses to specially designed mixes, by combining bitumen with
aggregate materials derived from its quarries. The asphalt products
are produced in accordance with British and European standards and
their primary applications are in the repair and construction of
local roads, airport runways and pavements. In addition to the
fixed plants in Jersey and Guernsey, there is a plant located in
Alderney, which is used for ad hoc campaign work on the island.
Ronez has a 12 month supply agreement with Aggregate Industries for
the provision of bitumen. The sale of asphalt products represented
approximately 9 per cent. of Ronez's revenue for the year ended 31
December 2015.
Concrete products
On each of Jersey and Guernsey, Ronez operates sites which
manufacture a range of dense, lightweight and high strength
concrete blocks, along with precast kerbs, edgings and paving
products. These sites also serve as back-up facilities for RMX
production. Each site also has a bagging facility that allows
aggregates to be deposited into bags, with weights ranging from
25kg to 1 tonne, which are sold either directly to the local
construction industry or to the general trade and retail markets
within the Channel Islands. The bagging operations utilise the same
facilities and employees as Ronez's concrete products
operations.
Each site has large stockyard areas which are stocked based on
expected demand and consumption rates in the market for the various
products. The sale of precast concrete products represented
approximately 15 per cent. of Ronez's revenue for the year ended 31
December 2015.
Cement importation
Ronez is the sole importer of bulk cementitious products to both
Jersey and Guernsey. Ronez owns the bulk cementitious importation
and storage site at St Sampson's Port and leases the cementitious
importation and storage site at St Helier, which are the only
terminals available for bulk cementitious product importation and
storage in the Channel Islands. The imported material is used
primarily by Ronez itself, for both ready mix and concrete
products, but also supplies competitors and other customers on the
islands. The sale of cementitious products represented
approximately 6 per cent. of Ronez's revenue for the year ended 31
December 2015.
Road contracting
Ronez's road contracting department in Guernsey and Pallot
Tarmac Ltd, Ronez's wholly owned subsidiary in Jersey, serve the
surfacing and contracting needs of the roads and infrastructure in
the Channel Islands. In addition, Ronez uses its asphalt plant on
Alderney for ad hoc projects on the island. The provision of road
contracting services represented approximately 24 per cent. of
Ronez's revenue for the year ended 31 December 2015.
Ronez's Quarries
St John's Quarry
St John's Quarry, the location of which can be seen in Figure 1,
is a hard rock quarry located on the northern coast of Jersey and
it is one of two primary hard rock quarries on the island. Ronez
owns the freehold over the quarry site, covering all site
infrastructure, processing plants, workshops and offices. St John's
Quarry extracts a high-grade diorite which in turn is processed to
produce a series of products for use within the construction
industry. The products, ranging from fine graded aggregates of
different sizes to armour rock for sea defence, are compliant with
British and European standards and produced within a 150tph, three
stage crush and screen operation, from which there is little to no
waste produced.
St John's Quarry currently has approximately 470kt of
unconstrained consented reserves, enabling approximately four years
of production, with a further 1.43Mt of constrained consented
reserves located under the on-site aggregate processing plant.
Ronez has submitted a Planning Permission application to the
Jersey Government to extend St John's Quarry to the west and south
of the current operation, where the land is partially owned by the
Jersey Government, in order to secure circa 1.8Mt of additional
aggregate material, which could extend the life of the quarry by up
to 15 years.
The Directors have been advised by the management of Ronez that
the Planning Permission application should be granted within the
next 18 months. If the approval is delayed, Ronez will consider
other options to extend the life of the quarry, such as relocating
the aggregate processing plant to liberate the constrained
consented reserves located beneath the aggregate plant, which could
allow an additional circa 12 years of production.
A further 2.4Mt of constrained resources are located beneath the
offices and concrete plant for which consent is yet to be obtained,
but which could extend the life of the quarry by more than 20
years.
All Jersey downstream businesses operated by Ronez, apart from
the cementitious products importation terminal, are located either
within St John's Quarry or immediately adjacent to it. The quarry
has been identified by the Jersey Government as a potential site
for a deep water port, meaning that when locally sourced minerals
are depleted, the existing Ronez infrastructure can be used to
import the required material without affecting the current port at
St Helier.
Estimates of quarry life are based on current and recent
production volumes and therefore is subject to change, depending on
future local demand. Further information can be found in the
Technical Report set out in Part VI of the Admission Document.
Les Vardes Quarry and the Chouet site
Les Vardes Quarry is a hard rock quarry located on the northern
coast of Guernsey and its location can be seen in Figure 1. It is
currently the only extractive operation in Guernsey and extracts
high-grade granite, which is processed to produce a series of
products for use within the construction industry. The products,
ranging from fine graded aggregates of different sizes to armour
rock for sea defence, are compliant with British and European
standards and produced within a 180tph, three stage crush and
screen operation, from which there is little to no waste
produced.
Les Vardes Quarry has an estimated 800kt of unconstrained
consented reserves, enabling approximately seven years of
production, with a further 660kt of constrained consented reserves
which are located under the on-site aggregate processing plant.
Development of the constrained consented reserves could be achieved
by moving the aggregate processing plant, which could allow an
additional circa five years of quarrying at Les Vardes Quarry.
The Chouet area has a history of quarry operations and, subject
to the requisite approvals being received, is intended to be the
next source of hard rock material on Guernsey. The Chouet site is
located near Les Vardes Quarry, on the north east coast of Guernsey
and Ronez owns the freehold to approximately one third of the site,
with the remainder being owned by the Guernsey Government. Ronez is
in discussions with the Government to lease the portion of the
Chouet site that it does not already own and intends to apply for
the requisite Planning Permission and complete the associated
environmental studies to enable it to begin quarrying. The area of
Chouet owned by Ronez has an estimated 2Mt of resources and the
area owned by the Government is estimated to contain a further 3Mt
of resources. Accordingly, should the requisite approvals and
permissions be obtained, the Chouet site could increase the
operational life of Ronez's Guernsey quarrying operations by up to
40 years.
Should the requisite approvals and Planning Permission be
obtained and the Chouet site becomes available to the Enlarged
Group for quarrying, the current envisaged plan is that the
processing plant which is presently situated at Les Vardes will be
moved to the new quarry once opened. This should enable complete
extraction of the constrained consented granite resources from Les
Vardes Quarry.
Estimates of quarry life are based on current and recent
production volumes and therefore is subject to change, depending on
future local demand. Further information can be found in the
Technical Report set out in Part VI of the Admission Document.
Figure 1: Quarry and site locations in Jersey and Guernsey
http://www.rns-pdf.londonstockexchange.com/rns/8937R_-2016-12-14.pdf
Mineral Reserves and Resources
The primary geological host for aggregate deposits are igneous,
intrusive rocks, such as granite and diorite (or combinations
thereof).
Aggregate deposits are normally significantly less complex than
other mineral deposits, primarily informed by regional geology. The
requirements from drilling and sampling are generally focussed on
establishing overburden thickness (weathering profile) and
geotechnical considerations rather than providing additional
evidence for geological continuity.
Also, due to the often extensive nature of such igneous
intrusions (typically far greater in aerial extent than the
permitted area for extraction), mine design is not focussed on
maximising the 'orebody' extraction, but rather on maximising the
amount of 'ore' (aggregate) that can be extracted from a particular
permitted (consented) area. Accordingly, resource and reserve
estimation commonly involves a top-down approach, which starts with
consideration of the permitted (consented) area and then attempts
to model full extraction by maximising the pit depth (using
practical mining and geotechnical constraints).
Ronez's mineral resources and reserves, which are set out in
Table 1 below, are classified in consideration of the above and in
accordance with the PERC Code. The PERC Code is a Mineral
Resource/Ore Reserve classification system that has been widely
used for aggregate projects and is internationally recognised as
part of the CRIRSCO family of codes.
Ronez's reserves are classified as either:
-- consented reserves - Planning Permission has been approved for this portion of reserves; or
-- unconsented reserves - Planning Permission has yet to be
approved for this portion of reserves.
Importantly, it is common practice to report aggregate resources
and reserves as their weight in saleable tonnes. This is consistent
with the Guidelines of the PERC Code that relate to Industrial
Minerals, Cement Feed Materials and Construction Raw Materials.
Table 1: Summary of Ronez's Reserves and Resources
Ronez Asset PERC Category Ronez Category Tonnes (Mt)
-------------------- ------------------ ------------------ ------------
Mineral Reserves
--------------------------------------------------------------------------
St John's Proved Mineral unconstrained
Quarry Reserve mineral reserves 0.47
-------------------- ------------------ ------------------ ------------
constrained
mineral reserves 1.43
-------------------- ------------------ ------------------ ------------
Sub-total 1.90
-------------------- ------------------ ------------------ ------------
Les Vardes Proved Mineral unconstrained
Quarry Reserve mineral reserves 0.80
-------------------- ------------------ ------------------ ------------
constrained
mineral reserves 0.66
-------------------- ------------------ ------------------ ------------
Sub-total 1.46
-------------------- ------------------ ------------------ ------------
Total Proved
Mineral Reserves 3.36
-------------------- ----------------------------------------------------
Mineral Resources
--------------------------------------------------------------------------
St John's Measured Mineral Measured
Quarry Resource mineral resource 1.81
-------------------- ------------------ ------------------ ------------
Indicated Indicated
Mineral Resource mineral resource 2.41
-------------------- ------------------ ------------------ ------------
Sub-total 4.22
-------------------- ------------------ ------------------ ------------
Indicated Indicated
Le Chouet Mineral Resource mineral resource 2.00
-------------------- ------------------ ------------------ ------------
Sub-total 2.00
-------------------- ------------------ ------------------ ------------
Total Mineral
Resource 6.22
-------------------- ----------------------------------------------------
Further information can be found in the Technical Report set out
in Part VI of the Admission Document.
Building materials market in the Channel Islands
The Channel Islands are an archipelago in the English Channel
off the northern coast of France, divided into two Crown
Dependencies, the Bailiwick of Guernsey, which includes the islands
of Alderney, Sark and Herm, and the Bailiwick of Jersey. Jersey and
Guernsey have populations of approximately 103,000 and 65,000
people respectively and, in 2015, nominal GDP was approximately
GBP4.0 billion and GBP2.4 billion respectively. In Jersey, GVA and
GDP grew 2 per cent. in real terms in 2015, a second consecutive
year of economic growth. Whereas in Guernsey, it is estimated that
economic growth in 2015 was 0.4 per cent.
The construction industry represents approximately 6 per cent.
of the Channel Islands' GDP/GVA and is expected to remain at these
levels as a proportion of GDP/GVA in the medium term. The
construction industry is cyclical and is often counter cyclical
between Jersey and Guernsey.
The building materials market in the Channel Islands has been
historically relatively stable; it was negatively impacted by the
global financial crisis in 2008, however, the impact was not as
severe as for the rest of the UK.
Construction in the Channel Islands is underpinned by public
infrastructure projects such as roads and sea defences as well as
private commercial developments and housing. Growth is expected
from large new infrastructure projects, such as schools, hospitals,
airports and sewage treatment works.
The Government of Jersey has committed to spending GBP168
million on capital projects between 2016 and 2019, including:
-- GBP43 million for infrastructure projects (mainly new sewage works);
-- GBP55 million for renovation, development and the rebuilding of certain schools; and
-- GBP18.5 million for projects to promote productivity, skills, jobs and economic growth.
The Guernsey Infrastructure Plan estimates that significant
investment is required by the Government over the next 20 years, to
maintain and/or replace Guernsey's essential infrastructure,
including:
-- GBP60 million for a primary school, high school and sports
facilities at Le Mare De Carteret;
-- a new waste management/recycling facility at Longue Hougue;
-- the possible extension of Guernsey airport's runway; and
-- ongoing improvements to coastal defences.
Population density in the Channel Islands is relatively high,
with an estimated 844.6 persons per km2, which is expected to
support demand for housing development due to an increasing
propensity for single-owner occupation. Since 2010, the housing
price index in Jersey has risen approximately ten per cent. and
circa GBP250 million has been committed by the Government to fund
new housing projects (including the refurbishment of existing
social housing stock) to improve affordability.
Ronez generally occupies a leading position within the
construction markets of the Channel Islands, a position attributed
to the location of its operations, the significant size of its
operations, and its dominant capabilities within the markets across
Jersey and Guernsey for aggregates, cement, concrete and asphalt
products. Ronez's estimated market share for each of the products
and services offered by the group in Jersey and Guernsey is set out
in Table 2 below. Ronez provides the widest offering of
construction products on Jersey and Guernsey with a fully
integrated vertical supply chain and availability of complementary
assets, including imports from the UK and mainland Europe.
Table 2: Ronez's/Aggregate Industries' managements' estimated
market share in each of Jersey and Guernsey by product/service
Product/service Jersey market share (%) Guernsey market share (%)
Cement trading 100% 100%
Ready-mix concrete 40-50% 100%
Asphalt 100% 100%
Crushed rock aggregates 30-40% 80-90%
Concrete products 50-60% 80-90%
Asphalt contracting/laying 50-60% 50-60%
Summary of Ronez's competition
With regards to extractive raw material supply in the Channel
Islands, Ronez owns and operates the only quarry on Guernsey and
imports non-indigenous extractive material such as fine sands. On
Jersey, competing quarry operations are operated by Granite
Products (CI) Limited, which supplies aggregates, ready-mixed
concrete and concrete blocks to the Jersey market. There is also a
fine sand quarry on Jersey which is operated by Simon Sand &
Gravel Limited.
Summary financial information and current trading of Ronez
Audited financial results of Ronez are presented in section C of
Part IV of the Admission Document for the three years to 31
December 2015 and the six month period to 30 June 2016.
From 1 July 2016 to the date of the Admission Document, the
Ronez Group has continued to trade in line with Directors'
expectations, with the financial performance exceeding that in the
first half of 2016. The Ronez Group has retained active commercial
relationships with its key customers and, based on current trading,
the Directors are confident about the future prospects of the
Group.
The following financial information has been extracted from the
audited company accounts of Ronez presented in section C of Part IV
of the Admission Document and has been included to provide an
overview of the recent trading history of Ronez:
Year Year Year
Period Ended Ended Ended
to June 31 December 31 December 31 December
2016 2015 2014 2013
GBP'000 GBP'000 GBP'000 GBP'000
Revenue 11,757 26,302 24,411 27,201
Profit from operations 1,860 4,317 3,529 3,804
Profit after
tax 1,009 2,574 1,985 2,193
The trading information above should be read in conjunction with
the full text of the Admission Document, including the historical
financial information of Ronez contained in section C of Part IV of
the Admission Document.
Principal terms and conditions of the Acquisition
The Company has conditionally agreed to acquire the entire
issued share capital of Ronez for a cash payment of GBP45.0 million
to Aggregate Industries (subject to adjustment for leakage and on a
cash-free, debt-free basis as at 30 November 2016). Warranties and
indemnities under the Acquisition Agreement are subject to
stringent limitations. A warranty and indemnity insurance policy
has been obtained by the Company from Allied World Assurance
Company (Europe) DAC in order to minimise the risks associated with
the aforementioned limitations, primarily in respect of Aggregate
Industries' aggregate liability for warranties and indemnities
being capped at GBP4,500,000 (where such cap applies, being on the
significant majority of warranties and indemnities).
The Acquisition Agreement is conditional upon: (i) the passing
of the Resolutions, (ii) the successful conclusion of the Placing,
and (iii) Admission.
Further details of the Acquisition Agreement are contained in
Part II (Summary of the Acquisition Agreement) of the Admission
Document. In connection with the Acquisition, the Company will at
Completion enter into the Transitional Services Agreement and the
Bitumen Supply Agreement. Under the Transitional Services
Agreement, Aggregate UK shall provide Ronez with IT, accounting and
financial administration services pursuant to the Acquisition.
Further details of the Transitional Services Agreement are
contained in paragraph 13.2 of Part VII (Additional Information) of
the Admission Document.
Under the Bitumen Supply Agreement, Aggregate UK shall supply
bitumen to the Company from 5 January 2017.
Future Strategy
The Enlarged Group's business plan, being the execution of a buy
and build strategy in the construction materials sector, leading to
the Company building a diversified stream of income, sourcing
stability and growth from niche markets and sectors. The Company's
focus will be on cash generative assets, located in niche markets
that produce aggregates, concrete, precast concrete and other
related materials.
The Directors believe that, along with the support of senior
management including the retention of key staff at Ronez, they have
the necessary skills and experience to deliver on this
strategy.
Investment strategy and future acquisitions
The Directors are reviewing and have reviewed a number of
potential acquisition targets since the Restructuring and have a
pipeline of potential opportunities which would fit well with the
Company's strategy.
Following the Acquisition, the Company will seek to implement
certain operational efficiencies to the Ronez business. It will
also continue actively to pursue further opportunities to acquire
niche construction materials businesses, focussing on those with a
strong market position in supplier controlled markets and companies
with high quality assets and strong financial track records of
generating profits and cash flow generation.
As part of its strategy, SigmaRoc will continue to seek to
identify opportunities emanating from the divestment programmes
underway at major global cement and heavy building materials
companies.
The Board believes that there is significant scope to use its
extensive knowledge of, and access to, downstream businesses to
replicate the model employed in the Acquisition in other niche
markets across Europe, where there is a desire of the major
construction material companies to dispose of non-core, but
profitable and cash generative operations, in-line with the
prevailing global industry strategy.
The Company is also in discussions with major construction
material companies with regards to potential partnerships and/or
special projects in respect of possible import/export operations,
and potentially other solutions, to provide assurance of supply in
markets where there is a lack of local availability of construction
materials.
In order to fund potential acquisitions, following Admission,
the Enlarged Group intends to explore the possibility of debt
funding. The Company is in advanced discussions with a major
European bank regarding future debt financing, which is expected to
comprise a GBP3 million revolving credit facility and a GBP15
million term loan. Depending on the size of an acquisition
opportunity and the Company's prevailing cash position, the Board
may also seek to raise additional equity at the appropriate
time.
Domicile and dual listing
The Directors are currently reviewing the Company's domicile,
and are considering the potential benefits of moving the domicile
of the Company from the UK to Guernsey. Should it be decided to
seek a change of domicile the Directors will seek to maintain and
replicate the same shareholder protections offered pursuant to the
Articles and the laws of England and Wales. The City Code will
still apply to the Company should it be redomiciled in Guernsey.
Any such decisions will be made in the best interests of the
Shareholders as a whole. It is expected that a re-domiciliation of
the Company would be completed via a scheme of arrangement and
subject to shareholder approval.
Following Admission, the Directors currently intend to seek to
apply for a dual listing of the Company's shares on the Channel
Islands Securities Exchange ("CISE"), subject to the receipt of the
relevant consents. The CISE offers a regulated marketplace, with
globally recognisable clients and a growing product range, from
within the European time zone but outside the EU. It is
headquartered in Guernsey and has an office in Jersey. The CISE was
established in 1998 and, as at November 2016, had more than 2,000
listed securities on its Official List with a total market
capitalisation of more than GBP300 billion. As at the date of the
Admission Document, the Directors consider that listing on the CISE
would be beneficial in gaining investor support for the Company
given that its primary asset is located within the Channel
Islands.
Details of the Placing
Pursuant to the Placing, Zeus Capital have conditionally raised
GBP50 million (before expenses) for the Company, through the
placing of the Placing Shares with investors at the Placing Price
and the issue of the Convertible Loan Notes conditional, inter
alia, upon Completion, the Resolutions being approved by
Shareholders at the General Meeting and on Admission.
Following Admission, the Placing Shares will collectively
represent approximately 97.46 per cent. of the Enlarged Share
Capital. The Placing, which is not underwritten, is conditional
upon, inter alia, Shareholders passing the Resolutions at the
General Meeting and Admission becoming effective by not later than
8.00 a.m. on 5 January 2017 (or such date as the Company, Strand
Hanson and Zeus Capital may agree being not later than 12 January
2017). The Placing Shares will be issued as fully paid and will,
upon issue, rank pari passu with the Ordinary Shares including the
right to receive all dividends and other distributions declared,
made or paid on or in respect of such shares after their date of
issue, being the date of Admission.
Following Admission and the Share Consolidation, the Directors
will, between them, hold 880,064 New Ordinary Shares, representing
approximately 0.86 per cent. of the Enlarged Share Capital, as
referred to in paragraph 8 of Part VII of the Admission Document.
Following Admission, certain other significant shareholders, as
referred to in paragraph 8.2 of Part VII of the Admission Document,
will each hold three per cent. or more of the Enlarged Share
Capital. There will be a total of 102,601,498 New Ordinary Shares
(including the Placing Shares), 761,679,142 Deferred Shares,
10,000,000 Convertible Loan Notes, 1,104,058 Warrants and
12,573,444 Options in issue on Admission. The existing aggregate
shareholdings of Shareholders prior to the Placing and Admission
will be diluted to 2.54 per cent. of the Enlarged Share Capital and
1.92 per cent. on a fully diluted basis (assuming all Convertible
Loan Notes, Warrants and Options are exercised in full).
Further details of the Placing Agreement are set out in
paragraph 13.3 of Part VII of the Admission Document. Further
details of the Convertible Loan Notes are set out in paragraph 13
of the Admission Document.
Details of the Convertible Loan Notes
Pursuant to the Instrument to be entered into by the Company on
or around Completion, the Company will create GBP10,000,000
Convertible Loan Notes. Pursuant to the Placing and conditional
upon, inter alia, Admission, the Company has agreed to issue
10,000,000 Convertible Loan Notes at a price of GBP1 per note.
Pursuant to the terms of the Instrument, interest accrues on the
Convertible Loan Notes at 6 per cent. per annum payable
bi-annually. The first interest payment date will be 30 June 2017.
The Convertible Loan Notes created by the Instrument are capable of
conversion to Ordinary Shares in the Company by the service of a
conversion notice at any time prior to the fifth anniversary of the
issue of the Convertible Loan Notes (such anniversary being the
"Redemption Date"). The conversion price of the Convertible Loan
Notes prescribed by the Instrument is fixed at GBP0.52 per Ordinary
Share. Any accrued interest up to the date of conversion, together
with the cash amount capitalised on those Convertible Loan Notes to
be converted, will be paid on the date of conversion. If all the
noteholders exercised this right immediately following the issue,
they would receive, a pro-rata share of 19,230,769 New Ordinary
Shares, representing approximately 15.8 per cent. of the Company's
issued share capital as enlarged by the conversion (assuming no
additional Ordinary Shares are issued following Admission). Further
details of the Convertible Loan Notes are set out in paragraph 13.5
of Part VII of the Admission Document.
Additionally, the Company may serve a redemption notice on any
holder of Convertible Loan Notes following the first anniversary of
issue. The Company will pay a 30 per cent. premium on any
Convertible Loan Notes redeemed prior to the Redemption Date.
On the Redemption Date, the Convertible Loan Notes then in issue
(so far as not converted) shall be redeemed at par at the principal
amount together with interest.
Under the Instrument the Company has agreed to use reasonable
endeavours to have the Convertible Loan Notes listed on the Channel
Island Securities Exchange or such other recognised exchange
approved by the Company and the Noteholders.
Reasons for the Placing and use of proceeds
The net proceeds of the Placing are estimated at approximately
GBP46.55 million, which the Board expects to use to satisfy:
-- the total cash consideration due on Completion of the
Acquisition, being GBP45.0 million; and
-- the Enlarged Group's general working capital requirements.
Share Consolidation
Admission is conditional upon the approval and completion of the
Proposals, including the Share
Consolidation.
The Existing Ordinary Share Capital comprises 270,555,743
Existing Ordinary Shares. The Share Consolidation which is expected
to take place after close of business on the Record Date will
involve every 104 Existing Ordinary Shares being consolidated and
subdivided into one New Ordinary Share and 94 Deferred Shares.
Accordingly, the Board will issue one New Ordinary Share and 94
Deferred Shares in exchange for every 104 Existing Ordinary Shares
held, as set out in Resolution 2 to be proposed at the General
Meeting. The rights attached to the New Ordinary Shares will be the
same as the rights attaching to the Existing Ordinary Shares and
the New Ordinary Shares will trade on AIM in place of the Existing
Ordinary Shares.
Following the Share Consolidation, Shareholders will own the
same proportion of Ordinary Shares in the Company as they did
previously (subject to fractional entitlements) but will hold fewer
New Ordinary Shares than the number of Existing Ordinary Shares
currently held. The Share Consolidation will result in an issued
ordinary share capital of 2,601,498 New Ordinary Shares prior to
the Placing.
The new Deferred Shares created as a result of the Share
Consolidation will have the same rights and restrictions as the
existing Deferred Shares in the Company. Such Deferred Shares are
effectively valueless as they do not carry any rights to vote or
dividend rights. In addition, holders of such Deferred Shares are
only entitled to a payment on a return of capital or on a winding
up of the Company after each of the holders of the New Ordinary
Shares have received a payment of GBP10,000,000 on each such share.
The new Deferred Shares created as a result of the Share
Consolidation will not be listed or traded on AIM and will not be
transferable without the prior written consent of the Board. No
share certificates will be issued in respect of such new Deferred
Shares, nor will CREST accounts of shareholders be credited in
respect of any entitlement to new Deferred Shares. It is intended
that, in due course, all the Deferred Shares will be repurchased by
the Company for an aggregate sum of one penny and cancelled. The
existing Deferred Shares will not be affected by the Share
Consolidation.
In order to ensure that a whole number of New Ordinary Shares is
created, it is proposed that the Company may issue new Existing
Ordinary Shares to the Registrar. The number of Existing Ordinary
Shares to be issued will be 49 which will result in the total
number of Existing Ordinary Shares being exactly divisible in
accordance with the consolidation ratio.
No Shareholder will be entitled to a fraction of a New Ordinary
Share and where, as a result of the Share Consolidation, any
Shareholder would otherwise be entitled to a fraction only of a New
Ordinary Share in respect of their holding of Existing Ordinary
Shares on the date of the General Meeting (a "Fractional
Shareholder"), such fractions will, in so far as possible, be
aggregated with the fractions of New Ordinary Shares to which other
Fractional Shareholders of the Company would be entitled so as to
form full New Ordinary Shares ("Fractional Entitlement Shares").
These Fractional Entitlement Shares will be aggregated and sold in
the market and the net proceeds of the sale shall be retained by
the Company.
The provisions set out above mean that any such Fractional
Shareholders will not have a resultant proportionate shareholding
of New Ordinary Shares exactly equal to their proportionate holding
of Existing Ordinary Shares, and as noted above, Shareholders with
only a fractional entitlement to a New Ordinary Share (i.e. those
Shareholders holding a total of fewer than 104 Existing Ordinary
Shares at the Record Date) will cease to be a Shareholder of the
Company.
The Company will issue new share certificates to those
Shareholders holding shares in certificated form to take account of
the Share Consolidation. Following the issue of new share
certificates, share certificates in respect of Existing Ordinary
Shares will no longer be valid. Shareholders will still be able to
trade in Ordinary Shares during the period between Admission and
the date on which Shareholders receive new share certificates.
Lock-ins and orderly market arrangements
Each of the Locked In Shareholders, included in which are all of
the Directors who will be shareholders on Admission, has undertaken
to the Company, Strand Hanson and Zeus Capital that they will not
dispose of any interest in the Ordinary Shares held by them for a
period of 12 months from the date of Admission and, for the 12
months following that period, that they will only dispose of their
holdings with the consent of Zeus Capital and then through Zeus
Capital from time to time so as to maintain an orderly market in
the Ordinary Shares.
In total, 27,130,064 New Ordinary Shares representing 26.44 per
cent. of the Enlarged Share Capital at Admission are subject to the
prohibitions on disposals described in paragraph 16 of the
Admission Document.
Further details of the lock-in and orderly market arrangements
are set out in paragraph 13.4 of Part VII of the Admission
Document.
Relationship Agreement
The Company, Strand Hanson, Ravenscroft, Pula, TEMK and
Bailiwick have entered into the Relationship Agreement to govern
the relationship between the Enlarged Group, the Presumed Concert
Party and Ravenscroft in respect of its discretionary clients, such
agreement to become effective upon Admission.
Under the Relationship Agreement each member of the Presumed
Concert Party and Ravenscroft agree, amongst other things, for so
long as the Presumed Concert Party and Ravenscroft together with it
their respective associates hold at least 15 per cent. of the
issued share capital of the Company:
(i) that it will not take any action that would preclude the
Enlarged Group from carrying on business independently from the
Presumed Concert Party, Ravenscroft and any of their respective
associates; and
(ii) that any transactions or agreements between the Presumed
Concert Party, Ravenscroft and any of their respective associates
on the one hand and any member of the Enlarged Group on the other
hand, and any amendments to any existing agreements between them,
will be approved by a majority of the independent Directors.
Gary Drinkwater has been appointed to the Board as a nominee
Director pursuant to the Relationship Agreement.
Information on the Existing Directors, Proposed Directors and
Senior Management
Existing Directors
David Kenneth Barrett, aged 59 (Executive Chairman)
David Barrett co-founded London Concrete Limited ("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 ultimately sold to Aggregate UK and is
currently the number one concrete supplier in London, with flagship
projects including the London Olympic Park, the Shard, the new US
Embassy and the new Bloomberg building. Prior to co-founding London
Concrete, David held a number of positions in concrete and
aggregates production. David retired from London Concrete at the
end of 2014 and is widely considered an expert in the industry.
Maximilian (Max) Alphons Vermorken, aged 33 (Chief Executive
Officer)
Max Vermorken was most recently a strategic advisor to
LafargeHolcim. His last role included responsibility for the
hive-down and integration of two large asset portfolios - a mix
which included two cement plants and ACM assets - in the context of
the global merger of Lafarge SA and Holcim Ltd. 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 and
Management, from University College London and the University of
Brussels respectively.
Dominic Traynor, aged 40 (Non-Executive Director)
Dominic Traynor is a corporate lawyer specialising in listings
and reverse takeovers, M&A and corporate finance. Dominic has
acted on more than 20 AIM-admissions as well as a number of reverse
takeovers, other acquisitions, joint ventures and secondary
fundraisings, with a particular focus on the mining and oil and gas
sectors. Dominic graduated from Durham University in 1997 with a
degree in Law and, after completing the LPC at the College of Law
in York, joined Ronaldsons LLP in 1998, where he is currently a
Partner.
Proposed Directors
Garth Mervyn Palmer, aged 36 (Part-time 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, aged 60 (Non-Executive Director)
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.
Gary Roger Drinkwater, aged 62 (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.
Proposed senior management/technical team
Charles Edmund Trigg (Managing Director, Special Projects)
Charles Trigg is the former Group Head of Capex at LafargeHolcim
Northern Europe responsible for all operational capex in the
regions and was part of the Operational Excellence Team. Charles
headed up the operations and supply chain team for the
LafargeHolcim merger for the Northern European region.
Charles has previously worked around the world, including in New
Zealand on the strategic planning of the reconstruction of
Christchurch after the earthquake, as well as on projects for the
construction of roads of national significance. In Qatar he worked
for the State charged with the country's strategic construction
materials supply, where he led the development and construction of
various operational sites to ensure continuity of national
supply.
A trained quarry manager, Charles holds a Bachelor degree from
University of Birmingham in minerals processing and chemical
engineering.
Michael (Mike) Jeremy Osborne (Managing Director, Ronez)
Mike Osborne has been Managing Director of Ronez since 2006,
where he has been responsible for Ronez's strategic direction and
operational management. Prior to this, he spent four years as
director of Aggregate Industries' overseas operations, reporting
directly to the Aggregate Industries' chief executive officer.
Between 1998 and 2001, Mike held a number of roles for Tarmac Group
Limited primarily in Central Europe.
Mike has a BSc (Eng) in Mining Engineering from the University
of London and he is a Fellow of the Institute of Quarrying.
Stephen (Steve) Paul Roussel (General Manager, Ronez,
Guernsey)
Steve Roussel has been the General Manager of Ronez's Guernsey
operations since 2013, having joined Ronez in 2002 as Operations
Manager. Before assuming his current role, he was the General
Manager for Engineering and Technical operations for Ronez as a
whole. Steve spent his early career in open cast mining roles,
including project management and contract management positions.
Steve has an MEng in Mining Engineering from the University of
London and an MBA from the University of Southampton. He is also a
Member of the Institute of Quarrying.
Timothy (Tim) Michael Le Cras (Financial Controller, Ronez)
Tim Le Cras has been the Financial Controller of Ronez since
2011. Tim joined Ronez in 1990 and he has held a number of
financial and technical positions, including Finance and IT Manager
for Ronez's operations in Guernsey from 1999 to 2004 and Finance
Manager of Ronez from 2004 to 2011.
Tim has a BSc in Quantity Surveying from Portsmouth
Polytechnic.
New Articles
Conditional on the passing of resolution 4 set out in the Notice
convening the General Meeting, the Company will adopt the New
Articles. Further details of the New Articles are set out in
paragraph 7 of Part VII of the Admission Document.
General Meeting
The Notice convening the General Meeting is set out at the end
of the Admission Document. The General Meeting has been convened
for 12.00 p.m. 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 where the following Resolutions will
be proposed to approve:
Resolution 1: an ordinary resolution to approve the
Acquisition;
Resolution 2: an ordinary resolution to approve the Share
Consolidation;
Resolution 3: an ordinary resolution to authorise the Directors
to: (i) allot the Placing Shares; (ii) grant the Warrants; (iii)
grant Options to non-executive directors and consultants of the
Enlarged Group; (iv) issue the Convertible Loan Notes; and (v) in
addition to (i) to (iv) aforementioned, allot New Ordinary Shares
up to an aggregate nominal amount of GBP342,004.99 (being
approximately 33 per cent. of the Enlarged Share Capital);
Resolution 4: a special resolution (subject to, and conditional
upon, the passing of Resolution 2) to adopt the New Articles;
Resolution 5: a special resolution (subject to, and conditional
upon, the passing of Resolution 3) to dis-apply statutory
pre-emption provisions to enable the Directors in certain
circumstances to (i) allot the Placing Shares; (ii) grant the
Warrants; (iii) grant Options to non-executive directors and
consultants of the Enlarged Group; (iv) issue the Convertible Loan
Notes; and (v) in addition to (i) to (iv) aforementioned, allot New
Ordinary Shares up to an aggregate nominal amount of GBP342,004.99
(being approximately 33 per cent. of the Enlarged Share
Capital).
Applicability of the City Code and the Presumed Concert
Party
The City Code is issued and administered by the Panel. The Panel
has been designated as the supervisory authority to carry out
certain regulatory functions in relation to takeovers pursuant to
the Directive on Takeover Bids (2004/25/EC). Following the
implementation of the Directive by the Takeovers Directive (Interim
Implementation) Regulations 2006, the rules set out in the City
Code which are derived from the Directive, now have a statutory
basis.
The Company is a public limited company incorporated in England
& Wales and the Enlarged Share Capital will be admitted to
trading on AIM. Accordingly, the City Code will apply to the
Company.
Under Rule 9 of the City Code, where any person acquires,
whether by a series of transactions over a period of time or not,
an interest in shares which (taken together with shares in which
persons acting in concert with him are interested) carry 30 per
cent. or more of the voting rights of a company which is subject to
the City Code, that person is normally required by the Panel to
make a general offer to all the remaining shareholders of that
company to acquire their shares. Similarly, when any person,
together with persons acting in concert with him, is interested in
shares which in aggregate carry not less than 30 per cent. of the
voting rights of a company and not more than 50 per cent. of such
voting rights and such person, or any person acting in concert with
him, acquires an interest in any other shares which increases the
percentage of shares carrying voting rights in which he is
interested, a general offer will normally be required in accordance
with Rule 9.
An offer under Rule 9 must be made in cash (or be accompanied by
a cash alternative) and at not less than the highest price paid by
the person required to make the offer, or any person acting in
concert with him, for any interest in shares of the company during
the 12 months prior to the announcement of the offer.
Under the City Code a concert party arises when persons acting
together pursuant to an agreement or understanding (whether formal
or informal) cooperate to obtain or consolidate control of, or
frustrate the successful outcome of an offer for, a company subject
to the City Code. Control means an interest or interests in shares
carrying an aggregate of 30 per cent. or more of the voting rights
of the company, irrespective of whether the holding or holdings
give de facto control.
Following completion of the Placing, the Presumed Concert Party
will hold, in aggregate, approximately 29.2 per cent. of the
Company's enlarged share capital and, in aggregate, 7,986,000
Convertible Loan Notes (the Presumed Concert Party Notes").
If the Presumed Concert Party Notes are converted, leading to
the issue of additional New Ordinary Shares, it is possible that
such issuance would result in the Presumed Concert Party's
aggregate shareholding (together with shares in which any other
person(s) deemed by the Takeover Panel to be acting in concert (as
defined in the City Code) with it are interested) being equal to or
greater than 30.0 per cent. of the Company's then enlarged issued
share capital. Pursuant to Rule 9 of the City Code, the Presumed
Concert Party would then be obliged to make a mandatory offer in
cash (or accompanied by a cash alternative) for the entire issued
ordinary share capital not held by it (or any person(s) deemed by
the Takeover Panel to be acting in concert with it) at the highest
price paid by the Presumed Concert Party (or any person(s) deemed
by the Takeover Panel to be acting in concert with it) for any
interest in ordinary shares acquired in the previous 12 months.
The holders of the Presumed Concert Party Notes have committed
not to exercise the Presumed Concert Party Notes to the extent that
it would result in the Presumed Concert Party's aggregate interest
in SigmaRoc increasing to 30.0 per cent. or more of SigmaRoc's
issued ordinary share capital. If all of the Presumed Concert Party
Notes were to be converted, SigmaRoc would issue the respective
members of the Presumed Concert Party with, in aggregate,
15,357,692 New Ordinary Shares. Accordingly, for illustrative
purposes only, based on the above, ceteris paribus, the Presumed
Concert Party would then hold, in aggregate, 45,357,692 Ordinary
Shares, representing approximately 38.45 per cent. of the issued
share capital as enlarged by the issue of New Ordinary Shares
pursuant to the exercise of the Presumed Concert Party Notes and
the Presumed Concert Party would then be obliged to make a
mandatory offer in cash as described above. This assumes no
additional Ordinary Shares are issued following Admission
(including pursuant to the exercise of Warrants or Options).
Admission, Settlement and Dealings
Application will be made for the Enlarged Share Capital to be
admitted to trading on AIM and, if all of the Resolutions are
passed at the General Meeting, it is expected that Admission will
become effective and dealings in the Placing Shares and 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.
If the Resolutions are not passed at the General Meeting, the
Acquisition will not proceed and the Directors will consider
alternative options for the Company.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQDGBDDBGBBGLS
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