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Case Study

Location: Channel Islands

Deal Type: Acquisition of Ronez Limited for £45m in cash, £40m placing of ordinary shares and £10m placing of convertible loan notes and admission of the enlarged share capital to trading on AIM (the “Transaction”)

Deal Size: £50m

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BACKGROUND

In August 2016, Strand Hanson was appointed as Nominated and Financial Adviser to SigmaRoc plc (“SigmaRoc” or the “Company”) following a restructuring of the Company, which involved, inter alia, the disposal of its previous operating business, Telemessage Ltd, the introduction of a new Board/management team and re-classification as an AIM Rule 15 cash shell. Accordingly, the Company was required to make an acquisition or acquisitions constituting a reverse takeover within six months of the date of the general meeting.

Subsequent to becoming an AIM Rule 15 cash shell, the Company evaluated a number of potential acquisitions in the construction materials sector. In December 2016, the Company announced that it had entered into a conditional acquisition agreement with Aggregate Industries Limited, a wholly owned subsidiary of LafargeHolcim Ltd., for the purchase of its business in the Channel Islands, Ronez Limited, for consideration of £45.0 million in cash (the “Acquisition”). The Company also announced that it had, in conjunction with the Acquisition, conditionally raised approximately £50 million (before expenses) via a £40 million placing of ordinary shares and £10 million placing of convertible loan notes. On 3 January 2017, Shareholders approved the resolutions relating to the Acquisition and the Placing and the Company’s enlarged share capital was admitted to trading on AIM on 5 January 2017, making it the first new AIM admission of 2017.

SERVICE

Strand Hanson advised SigmaRoc on all aspects of the multi-faceted AIM admission, including coordination and oversight of the necessary legal, financial, M&A and capital market work streams. Strand Hanson put together the advisory team and assisted in pulling together a balanced and experienced board of directors. The Transaction was completed on an accelerated timetable and required formal approval from the Channel Islands Competition & Regulatory Authorities in respect of the Acquisition. The Strand Hanson team considers the Transaction to be the first re-admission of an AIM Rule 15 cash shell via a reverse takeover since the new regulations were introduced in January 2016.