CMS advises on £260m placing to part-fund €470m reverse acquisition

International law firm CMS is advising Strand Hanson as financial and nominated adviser and Peel Hunt, Liberum Capital and Numis Securities as joint bookrunners on a £260m placing, conducted by way of an advanced bookbuild, for AIM-listed SigmaRoc plc. SigmaRoc intends to use the proceeds to part fund its approximately €470m reverse acquisition of Finnish group, Nordkalk Oy Ab. The balance of the consideration comprises €50m in consideration shares to be issued by SigmaRoc and cash to be drawn down from a new £305m banking facility.

SigmaRoc was formed in 2016 with a buy and build strategy in the construction materials sector, and to date has made 10 acquisitions over the last five years, applying a decentralised operating model, to allow maximal autonomy to its platforms, which are focused on serving the needs of niche and localised markets. Nordkalk was established in 1898 as a limestone developer in Finland and has since expanded across Northern Europe to become the leading limestone company in the region. Nordkalk develops limestone-based solutions for agricultural, construction and chemical industries and its main products are crushed limestone, limestone powder, quicklime and hydrated lime.

The enlarged group would be a market-leading quarried materials group in Northern Europe, operating across six platforms, with 37 quarries and 76 operations across 13 countries, pro forma total assets of £740 million, over 1 billion tonnes of Reserves and Resources, and approximately 1,760 employees.

Completion of the placing and acquisition is conditional on clearance by the Polish Competition Authority and shareholder approval.

The CMS team was led by London Corporate partner and Head of ECM, Alasdair Steele, assisted by Harriet Serpis (senior associate), Hannah Brash (associate), Sophie Curran (associate) and David Rivera (US counsel).

Commenting on the transaction, Alasdair Steele said: “2021 has seen the equity markets at their most active in a number of years, supported by reported record in-flows into equity funds. This successful placing demonstrates investors’ appetite to support existing listed companies with their growth plans as well as investing into the number of new companies coming to market. While the indications are that there will be fewer IPOs and fundraisings during August, the outlook for the CMS ECM team for the remainder of the year is extremely positive with a promising pipeline of future transactions ready to come to market after the summer break.”