CMS advises on two capital raisings in a sign that markets are opening up

International law firm CMS has advised on two significant capital raisings in quick succession, providing a glimmer of optimism for increased market activity in the coming year.

£200m placing to part fund a €1bn reverse acquisition by SigmaRoc plc

CMS in the UK is advising Liberum Capital Limited (as nominated adviser and joint bookrunner) and BNP PARIBAS, Peel Hunt LLP, Rothschild & Co (acting through Redburn (Europe) Limited) and Banco Santander S.A. (as joint bookrunners) on the successful placing to raise £200 million (before expenses), alongside a concurrent retail offer on the Peel Hunt Retail Capital Markets "REX" platform for AIM-listed SigmaRoc plc (“SigmaRoc”) to part fund SigmaRoc’s acquisitions of up to c.€1 billion of lime and limestone businesses from CRH plc. The placing has been fully underwritten by the joint bookrunners.  

The transaction comprises a reverse takeover for SigmaRoc and is being structured as an initial acquisition of businesses in Germany, Czech Republic and Ireland, with call options having been granted in favour of SigmaRoc in respect of businesses in the UK and Poland.  The acquisitions (if all are completed) represent an opportunity for SigmaRoc to become Northern Europe’s leader in lime, combining high quality businesses and complementary footprints with pro forma FY22 revenue of £1 billion and positioning the enlarged group as either the number one or number two participant in the lime market in all of its key markets.
The CMS team was led by CMS Head of Equity Capital Markets and Corporate partner Alasdair Steele, assisted by Corporate senior associates Sarah Etherington and Jennifer Gray, corporate associates Shadi Ameli-Savehchi, Amrit Duhra and Veronica Andersson, and corporate trainees Magnus Chisolm, Karan Inamdar and Mohammed Shahed.

€34m capital raise by Accsys Technologies plc

CMS has also advised long-standing client, BGF, on its participation in a €34m successful capital raise by Accsys Technologies plc (“Accsys”).

BGF, the UK and Ireland’s most active and dynamic investor of equity capital in growth economy companies, has been an investor in AIM-traded Accsys, the fast-growing company that enhances the natural properties of wood to make high performance and sustainable building products, since 2017.

The capital raise comprised (i) a placing of new ordinary shares by way of an accelerated bookbuild raising gross proceeds of €13m and (ii) an issue of convertible loan notes (“CLN”) raising grossing proceeds of €21m. The unsecured CLN has a six-year term and carries a fixed rate coupon of 9.5%. 

The net proceeds of the capital raise will allow Accsys to strengthen its balance sheet, providing additional liquidity and covenant headroom during a key investment period as it delivers the Accoya USA plant in Kingsport with its JV partner Eastman.

The CMS team was led by Corporate partner, Jack Shepherd, with assistance from Finance partner, Ruth Marken, and Corporate associates, Georgia Cherry and Yee Rou Quah. 

Commenting on the transactions, Alasdair Steele said:
“The lack of equity capital markets activity in 2023 has been well documented but against that negative backdrop, seeing the market back transactions such as these, as well as Big Yellow Group’s £110m and Capital & Regional’s £25m raises earlier in the quarter (on which CMS also advised), demonstrates that investors continue to be supportive of well performing companies and their future growth. Seeing transactions such as these at this time of year gives some optimism for an increase in activity in the new year.”