SigmaRoc complete Ronez acquisition
Company successfully concludes first transaction with £45 million reverse takeover of Ronez
SIGMAROC plc have completed the acquisition of Ronez, a wholly owned subsidiary of Aggregate Industries, part of the LafargeHolcim Group, for £45.0 million in cash.
Ronez are the leading integrated quarrying and construction material producers in the Channel Islands and their takeover is the first in a planned series of acquisitions of quality niche construction materials businesses in line with SigmaRoc’s ambition to ‘buy and build’ a £500 million construction materials business.
The acquisition of Ronez constituted a reverse takeover of the company, pursuant to AIM Rules. In addition, SigmaRoc undertook a share consolidation, whereby every 104 existing ordinary shares were consolidated into one new ordinary share, worth 40 pence.
The existing ordinary shares have been cancelled to trading on AIM and the new ordinary shares were admitted to trading at 8.00am today. Following admission to AIM, SigmaRoc will have 102,601,498 new ordinary shares in issue.
In conjunction with the acquisition, the company has raised approximately £50 million (before expenses) via the placing of 100,000,000 new ordinary shares at 40 pence per share and 10,000,000 convertible loan notes at £1 per note.
The directors of the company following admission to AIM are as follows:
David Barrett (executive chairman): Mr Barrett co-founded London Concrete Ltd in 1997, subsequently building the business from one concrete plant in London to more than a dozen plants around the capital. Prior to co-founding London Concrete, he held a number of positions in concrete and aggregates production. Mr Barrett retired from London Concrete at the end of 2014 and is widely considered an expert in the industry.
Max Vermorken (chief executive officer): Mr 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, he worked in private equity at Luxembourg-headquartered The Genii Group.
Garth Palmer (part-time finance director): Mr Palmer is a partner at Heytesbury Corporate LLP, a partnership engaged in the provision of corporate financial and company secretarial services. He has experience of working with AIM-quoted companies, predominantly within the mining and resources industries, providing corporate and financial consulting services.
Dominic Traynor (non-executive director): Mr Traynor is a corporate lawyer specializing in listings and reverse takeovers, mergers and acquisitions, and corporate finance. He 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.
Patrick Dolberg (non-executive director): From 2008 to 2013, Mr Dolberg was an executive committee member of Holcim Ltd, reporting directly to the CEO, with responsibility 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, Mr Dolberg 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.
Gary Drinkwater (non-executive director): Mr 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.) Ltd and Sandpiper CI Ltd. Prior to joining Ravenscroft, he spent more than 30 years in banking roles with HSBC, culminating in his appointment as deputy head of corporate banking for the Channel Islands and Isle of Man from 2012 to 2015.
Commenting on the acquisition of Ronez, SigmaRoc’s chief executive officer, Max Vermorken, said: ‘The completion of our first transaction is a major milestone for SigmaRoc. We now have a great cornerstone asset that will provide us with the platform from which to grow our business further, whilst generating cash flow.’
Ronez currently operate two quarries – St John’s Quarry in Jersey (pictured) and Les Vardes Quarry in Guernsey – as well as multiple associated and downstream businesses on both islands. The business has approximately 3.36 million tonnes of proven mineral reserves (consented) and a further 6.22 million tonnes of mineral resources (unconsented).
In 2015, Ronez recorded revenue of £26.3 million, EBITDA of £5.0 million and profit before tax of £2.94 million.
Mr Vermorken continued: ‘We look forward to integrating Ronez’s experienced management team with SigmaRoc’s board and we believe that the new independent ownership structure can only further improve on Ronez’s impressive operational and financial performance.’