Acquisition, proposed board appointment & GM
SigmaRoc plc / EPIC: SRC / Market: AIM / Sector: Construction & Materials
11 September 2019
('SigmaRoc', the 'Company' or the 'Group')
Conditional acquisition of Stone Holdings S.A
Proposed appointment of Jacques Emsens to the Board
Update on transaction pipeline
Notice of General Meeting
§ SigmaRoc has conditionally agreed to purchase Belgian sea defence rock quarrying group, Stone Holdings S.A. ('Stone'), at 4.4 times three year average EBITDA, for a transaction value of up to €2.2m, comprising a combination of cash and new ordinary shares in SigmaRoc at a deemed price of 50p per share;
§ Renowned industrialist and one of Stone's current owners, Jacques Emsens, to join to the Board of SigmaRoc as a Non-Executive Director, following completion of the acquisition of Stone and subject to customary director due diligence;
§ Notice of General Meeting to request additional authorities to issue new ordinary shares of 1p each in the Company's share capital ('Ordinary Shares'), thereby enabling SigmaRoc to execute certain pipeline transactions in Q4 2019.
Acquisition of Stone
SigmaRoc is pleased to announce it has conditionally agreed to acquire Belgian sea defence rock quarrying group, Stone, for a transaction value of up to €2.2m, comprising up to €1.3m staged consideration and €0.9m of assumed debt. The consideration will be settled through a combination of cash and the issue of new Ordinary Shares at a price of 50p per share. The vendors of Stone are Mr Christophe de Limburg Stirum and Mr Jacques Emsens, holding 40 per cent. and 60 per cent. respectively.
Stone operates two quarries, a wharf and a contracting business in Belgium, focussing on armour rock for river and sea defence work. For its financial years 2016, 2017 and 20181, Stone averaged revenue of €3.8m and recorded an adjusted2 EBITDA of €500k, leading to an effective average acquisition multiple of 4.4 times average EBITDA. For the year ended 31 December 2018, Stone reported profit before tax of approximately €355k. As at 31 December 2018, Stone reported gross assets of €3.7m.
Whilst the aggregate consideration will remain fixed, the exact proportion of cash and new Ordinary Shares to be issued as consideration is expected to be determined during Q4 2019, following the finalisation of the Company's due diligence work, the satisfaction of conditions precedent customary for a transaction of this nature and the execution of a share purchase agreement. The acquisition of Stone will offer SigmaRoc an operating hub in the Benelux region, from which the Group can expand.
1 Average presented due to Stone undertaking a significant operational restructuring in 2018.
2 EBITDA adjusted for capital gains in 2018 as part of operational restructuring.
Proposed appointment of Jacques Emsens as a Non-Executive Director
In conjunction with the conditional acquisition of Stone, Jacques Emsens has agreed to join the board of SigmaRoc (the 'Board') as a Non-Executive Director.
Over a long and successful career, Mr Emsens helped build SCR-Sibelco N.V. ('Sibelco') into a world leading materials solutions company. Founded by the Emsens family, Sibelco achieved revenue of €3.5bn in 2018, with operations in 30 countries and employing over 10,000 people. Mr Emsens serves on the board of Sibelco and on the board of Sofina (Société Financière de Transports et d'Entreprises Industrielles), one of Belgium's largest investment companies. His extensive history in defining and implementing strategies of industrial businesses, as well as his access to potential investors, should result in a significant contribution to the Board.
Mr Emsens is expected to join the Board in the coming months, following the completion of the acquisition of Stone and customary director due diligence.
Transaction pipeline and authority to issue new Ordinary Shares
As announced in the Group's annual results for the year ended 31 December 2018, the Company has continued to develop its transaction pipeline and, in addition to the conditional Stone acquisition announced today, has further exciting opportunities, including certain transactions which the Board believes are capable of completion during 2019.
Accordingly, to provide the Board with the ability to present itself to vendors as a credible buyer, capable of providing comfort of deal certainty and the capacity to rapidly execute on certain exciting near-term transactions, the Company will today post a Notice of General Meeting to shareholders, with a resolution to increase the Board's general authority to issue new Ordinary Shares. Further details on the General Meeting are set out below.
As part of this pipeline, further to the Company's announcement of 15 April 2019, subject to obtaining the requisite shareholder authorities, the Company is also planning to exercise its option to acquire the remaining 60 per cent. of leading quarrying group, GDH (Holdings) Limited ('GDH'), during Q4 2019, such that GDH will become a wholly owned subsidiary of the Group. Since acquiring its 40 per cent. interest in GDH, the Company has provided Ian Harries and his team at GDH with strong support, assisting GDH in achieving close to £1.8m EBITDA for the first six months of 2019, which is well ahead of its performance for the same period of last year. Further announcements will be made as and when appropriate.
In addition to the Board's current deal pipeline, following the appointment of Jacques Emsens, who will bring a wealth of contacts and expertise, SigmaRoc expects to have access to additional acquisition targets and will be well placed to continue its buy-and-build strategy in Northern Europe.
Notice of General Meeting
The Company will today post a circular to shareholders containing a Notice of General Meeting, to be held at The Washington Mayfair Hotel, 5 Curzon Street, London, W1J 5HE, United Kingdom on 27 September 2019 at 10.00 a.m.
As set out above, in light of the Company's current pipeline of potential transactions, the purpose of the General Meeting is to consider and if thought appropriate pass the following resolutions:
1. An ordinary resolution to permit the directors of the Company to allot Ordinary Shares or grant rights to subscribe for or convert any securities into Ordinary Shares up to an aggregate nominal amount of £735,000 in connection with the transaction pipeline.
2. A special resolution to amend the articles of association of the Company by removing the requirement of the directors to conduct all meetings of the board of the Company outside the United Kingdom.
The ordinary resolution is in addition to the authority granted to the directors at the Annual General Meeting of the Company held on 11 June 2019 and enables the Directors to issue approximately a further 42 per cent. of the current issued share capital, thereby giving the Board the opportunity to present itself as a credible buyer capable of a certain speed of execution required to be seriously considered by certain vendors in the sector. If Resolution 1 is passed, the Company will be well positioned to proceed with its exciting acquisition pipeline in Q4 2019.
Special resolution 2 will permit a change of articles allowing the Board to meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit, within the United Kingdom. This historical provision in the articles of association is outdated and cumbersome given the Company's headquarters are in the United Kingdom and its key Directors and Managers are also based there.
The Notice of General Meeting and Form of Proxy, together with an explanatory covering letter from the Company's Chairman, will be posted to shareholders today and will be available for download from the Company's website at www.sigmaroc.com
Notice of Interim Results
SigmaRoc intends to publish its consolidated unaudited half year results for the period ending 30 June 2019, on 30 September 2019.
David Barrett, Chairman, commented:
"We are very pleased to announce Jacques' proposed appointment to the board. There are few names in our industry which carry as much weight as Jacques Emsens. It also marks our first step into mainland Europe, where we are working hard to unlock several opportunities starting with Stone. Subject to obtaining shareholder approvals, we look forward to updating the market regarding our exciting acquisition pipeline over the coming months."
Jacques Emsens, commented:
"As a family, we have been involved in quarrying for five generations. It is always a pleasure for me to help build businesses in this sector. SigmaRoc has made great progress so far and I look forward to being part of its further success."
Further information can be found on the Company's website at www.sigmaroc.com.
Tel: +44(0)207 129 7828
Max Vermorken, CEO
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Strand Hanson (Nominated and Financial adviser)
Tel: +44(0)207 409 3494
James Spinney / James Dance / Jack Botros
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Tel: +44(0)203 207 7800
Neil Patel / Jamie Richards
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Tel: +44(0)207 129 7828
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
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