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”)
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.
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.