SigmaRoc Plc (AIM:SRC)

Size: px

Start display at page:

Download "SigmaRoc Plc (AIM:SRC)"

Cora Atkinson
5 years ago
Views:

SigmaRoc Plc (AIM:SRC) A niche focused construction materials company Investor Presentation - January 2017 47

1 SigmaRoc Plc (AIM:SRC) A niche focused construction materials company Investor Presentation - January Charles Street London W1J 5EL United Kingdom Phone: info@sigmaroc.com Web:

2 Five blocks for the presentation today Our vision is to become a large operator of local construction materials businesses generating both growth and yield. There is a space for us in this market because: 1. Construction materials industry is highly localised and regional; 2. Small businesses sometimes lack large business skill, process and operating quality; 3. Large companies do not necessarily run small businesses well; 4. The industry as a whole is currently undergoing rapid and important change; 5. Synergies and scale are not synonyms and efficiency is a different concept again; Quality Platform Specialist Team Strong Shareholders Correct Timing Solid pipeline Source: SigmaRoc Plc - management experience 2

3 SigmaRoc Plc (AIM: SRC.L) - Quality Platform AIM quoted company pursuing a buy-and-build strategy in the construction materials sector; Completed first cornerstone acquisition in January 2017 via acquisition of Ronez Limited; 42m Market Cap company with process and infrastructure in place to grow; SigmaRoc PLC (SRC.L)* Shares in issue A strong Board, industry Management team to drive strategy and funding; 42.5p Market cap c. 42.5m NOMAD & Financial Adviser Strand Hanson Lawyer Memery Crystal Brokers Zeus Capital & Peterhouse Corporate Finance Information on SigmaRoc Capital Structure** Capital raise December 2016 Targeting c. 500m Market Cap by acquiring and building select high quality opportunities. 50m 100,000,000 Issue price 0.40 Total equity issue 40m Share consolidation m Share price Placement new shares 4. Convertible Loan Note (CLN) CLN note price Conversion value CLN yield 104 shares for 1 10m 1 per note % per annum * Data as at 13 January 2017 **The Existing Ordinary Shares were cancelled to trading on AIM and the New Ordinary Shares were admitted to trading on AIM at 8:00am on 5 January

Market leader in all construction products in Jersey and Guernsey, as owner of two of the three quarries; 4.

4 Acquisition of Ronez Limited for 45m cash - Quality Platform 1. Former subsidiary of largest cement maker LafargeHolcim; 2. Stable earning and attractive free cash flows with improvement potential; 3. Market leader in all construction products in Jersey and Guernsey, as owner of two of the three quarries; 4. High quality process, back office infrastructure, inherent knowledge A miniature LafargeHolcim; 5. Highly experienced incumbent management having held regional director roles with majors in Europe; 4

0m 2.6m Audited financial statements Guernsey operations map Quarry Asphalt plant Concrete plant

5 Financial information and operations maps - Quality Platform Ronez income statement 2013A 2014A 2015A Revenue 27.2m 24.4m 26.3m Profit from operations 3.6m 3.3m 4.0m Profit after tax 1.9m 2.0m 2.6m Audited financial statements Guernsey operations map Quarry Asphalt plant Concrete plant Jersey operations map Bagging plant Recycle Pre-cast plant Cement import Office Source: SigmaRoc Plc 5

6 Industry team, which built businesses and worked together in the past David Barrett Executive Chairman* Max Vermorken Chief Executive Officer* Garth Palmer Finance Director* Patrick Dolberg Non-executive Director* Gary Drinkwater Non-executive Director* Dominic Traynor Non-executive Director* Charles Trigg Managing Director Special Projects** Mike Osborne Managing Director Ronez Limited** Co-Founder of London Concrete Ltd building it to become the largest supplier in the London market. Formerly Head of LafargeHolcim merger for Northern Europe and Strategy Adviser to CEO Holcim Northern Europe. Chartered Accountant with 15 years experience and for the past 5 years has worked with AIM listed companies. Formerly Group ExCo Holcim Western Europe, CEO Holcim USA, CEO Holcim Canada. A Corporate Adviser at Channel Islands based investment manager Ravenscroft with over 30 years in banking roles. M&A lawyer and Partner with London based firm Ronaldsons specialising in RTOs, IPOs and for AIM companies. Formerly Operations Head LafargeHolcim merger Northern Europe. Formerly Head of Tarmac Central Europe, AngloAmerican s construction materials division and with Holcim since *Member of the board ** Key management 6

7 Strong shareholder register Strong institutional backing of major investment funds in London and the Channel Islands. Strong backing from entrepreneurs and international businessmen who understand the opportunity in the sector. Strong backing from Channel Island based investors, both large and small, which is a real vote of confidence in the cornerstone business. Major Shareholders* Bailiwick Investment Limited 13.4% Pula Investment Limited 12.2% Miton Asset Management 9.8% Nigel Wray 8.1% Legal & General Investment Management 6.7% David McErlain 4.9% Jeremy Peace 4.9% Albert E Sharp 3.3% *Data as at 13 January

8 - Plenty of opportunity 1. Cement majors have over extended themselves, are overleveraged and are finding it difficult to maintain their portfolios; 2. Majors are actively reconsidering their portfolios and engaging in divestment programmes; 3. Majors are not necessarily best placed to run small and local business standardisation and scale can sometimes destroy value in a local business like construction materials; 4. The remainder of the sector remains fragmented, unconsolidated and often inefficiently run; 5. This presents an opportunity to enter the market, avoid head-on competition and focus on quality assets. Source: SigmaRoc Plc - management experience 8

invitation Leverage operations Avoiding competition Not a competitor Scarce assets, resources or

9 From zero to fifty in five months - Niche Businesses Partnerships Specialised Operations YIELD RETURNS GROWTH Leading market positioning Solid margins Generally less cyclical Industry veterans By invitation Leverage operations Avoiding competition Not a competitor Scarce assets, resources or operations Take-or-pay agreements Scaleable Industry contacts Source: SigmaRoc Plc - management experience 9

10 with opportunities actively being considered Potential European Pipeline in likely order of completion Special partnership projects with 1) industry: Construction materials 2) importation/exportation: 3) Global construction materials buy-outs: 4) UK specialist minerals company: 5) Partnership with key developer in niche market: Why is this available to us: Strong relations with industry being an industry team and not a competitor Limited capex and EBITDA based incentives Why is this available to us: Solid knowledge and access to the downstream businesses Lack of local availability of certain materials Why is this available to us: Ongoing divestments at majors Good access to global majors after first success through Ronez Why is this available to us: Great niche asset and subsector Originated by SigmaRoc Board Why is this available to us: Very strong relations with key market participants who could secure off-take Mutual benefit for new market entrant * subject to ongoing discussions at various stages and contracts being put in place Source: SigmaRoc Plc 10

11 Generating returns The potential pipeline of the previous slides can be translated in an illustrative evolution of company size and returns generated: Specialised Niche asset buyout #2 Specialised Materials Niche asset buyout #2 Specialised Materials Specialised Materials Partnerships Partnerships Partnerships Ronez Ronez Ronez Partnerships Ronez Ronez Today Acquire: Niche platform asset generating free cash flow. Y4 - Y7 Leverage: Niche asset and reinvest free cash flow in partnership projects. Reinvest: Cash flow generated from Partnerships to build further pipeline. Acquire: Niche asset generating unlevered free cash flow to leverage and invest. Leverage: Niche asset and reinvest free cash flow in partnership projects. Reinvest:... * subject to contracts being put in place Source: SigmaRoc management estimates Niche Partnership Specialised 11

12 Six months since launch and two weeks into acquisition - Actions taken 1. No surprises from the acquisition High quality asset well managed; 2. Management and staff energised by being independent Local business managed locally; 3. Key cost reduction and productivity improvement projects put in place Significant improvement possible; 4. Operational Excellence programme being prepared Best in class operating standards; 5. Local prospects for demand and work look good Positive signs for Y/Y volumes; Source: SigmaRoc Plc 12

13 Outlook for the year - Key priorities 1. Complete transition of Ronez Limited out of LafargeHolcim and into SigmaRoc; 2. Drive operational improvement at Ronez Limited to deliver maximum performance from the acquisition; 3. Ensure SigmaRoc prepared and set up for further expansion; 4. Deliver on the pipeline of possible acquisitions, partnerships and projects; 5. Continue to build and leverage relationships; Source: SigmaRoc Plc 13

14 Disclaimer 1/2 These Presentation Materials do not constitute or form part of any invitation, offer for sale or subscription or any solicitation for any offer to buy or subscribe for any securities in SigmaRoc Plc (the Company ) ( Company Securities ) nor shall they or any part of them form the basis of or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment with respect to Company Securities. An investment in the Company or any of its subsidiaries (together, the Group ) involves significant risks, and several risk factors, including, among others, the principal risks and uncertainties as set out on pages 41 to 50 of the Company s Admission Document dated 15 December 2016 and other risks or uncertainties associated with the Group s business, segments, developments, regulatory approvals, resources, management, financing and, more generally, general economic and business conditions, changes in commodity prices, changes in laws and regulations, taxes, fluctuations in currency exchange rates and other factors, could have a material negative impact on the Company or its subsidiaries' future performance, results and financial standing. This document should not be considered as the giving of investment advice by any member of the Group or any of their respective shareholders, directors, officers, agents, employees or advisers. These Presentation Materials are for information purposes only and must not be used or relied upon for the purpose of making any investment decision or engaging in any investment activity. Whilst the information contained herein has been prepared in good faith, neither the Company, the Group nor any of the Group s directors, proposed director, officers, employees, agents or advisers makes any representation or warranty in respect of the fairness, accuracy or completeness of the information or opinions contained in the Presentation Materials or otherwise in relation to the Group or its businesses, and responsibility and liability therefore (whether direct or indirect, express or implied, contractual, tortious, statutory or otherwise) is expressly disclaimed, provided that nothing herein is intended to limit the liability of any such person for fraud. No duty of care or advisory obligation is owed by any member of the Group or any of its directors, proposed director, officers, employees, agents or advisers to any recipient of the Presentation Materials. No reliance may be placed for any purpose whatsoever on the information contained in the Presentation Materials or the completeness or accuracy of such information. The figures and projections included in the Presentation Materials are based on internal assumptions made by the directors and employees of the Company and Ronez Limited ( Ronez ) and have not been reviewed or verified as to their accuracy by any third party. The information contained in the Presentation Materials are provided as at the date of this presentation and are subject to updating, completion, revision, verification and further amendment without notice. However, the Company does not undertake or agree to any obligation to provide the recipient with access to any additional information or to update the Presentation Materials or to correct any inaccuracies in, or omissions from the Presentation Materials which may become apparent. No statement in this Presentation is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. As the Company has only conducted a limited due diligence exercise on the non-public information on Ronez, the information in this Presentation in relation to Ronez has been compiled on the basis of publicly available information and information included in the information memorandum produced by Ronez and this information has not been verified by the Company or the directors of the Company. 14

15 Disclaimer 2/2 The Presentation Materials do not constitute an offer of securities for sale in the United States, Australia, Japan or the Republic of South Africa or in any other country outside the United Kingdom where such distribution may lead to a breach of any legal or regulatory requirement, nor may they be distributed to persons with addresses in the United States, Australia, Japan or the Republic of South Africa, or to any national or resident of the United States, Australia, Japan or the Republic of South Africa, or to any corporation, partnership, or other entity created or authorised under the laws thereof. Any such distribution could result in a violation of American, Australian, Japanese or South African law. It is the responsibility of each recipient outside the United Kingdom to ensure compliance with the laws of and regulations of any relevant jurisdiction. The Company Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction of the United States and may not be offered and sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of Company Securities in the United States. These Presentation Materials contain forward-looking statements, including in relation to the Company, the Group and the Group s proposed strategy, plans and objectives. Such statements are generally identifiable by the terminology used, such as may, will, could, should, would, anticipate'', believe'', intend, expect, plan, estimate, budget'', outlook'' or other similar wording. By its very nature, such forward-looking information requires the Company to make assumptions that may not materialise or that may not be accurate. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the control of the Company that could cause the actual performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to: the general economic, market and business conditions; industry capacity; competitive action by other companies; production and marketing margins; the ability to market and sell products; fluctuations in interest rates and foreign currency exchange rates; the ability of partners and suppliers to meet commitments; actions by governmental authorities, including regulatory approvals and increases in taxes; contingent liabilities; changes in regulations; risks attendant with the proposed operations of the Group, both domestic and international; international political events; expected rates of return; and other factors, many of which are beyond the control of the Company. Furthermore, the forward-looking information contained in the Presentation Materials is made as of the date of the Presentation Materials and the Company accepts no obligation to disseminate any updates or revisions to such forward-looking statements. The forward-looking information contained in the Presentation Materials is expressly qualified by this cautionary statement. 15

16 Contact information SigmaRoc Plc 47 Charles Street London, W1J 5EL United Kingdom Phone: +44 (0) Web: 16

Registered number: SIGMAROC PLC (formerly Messaging International plc) ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED

Registered number: SIGMAROC PLC (formerly Messaging International plc) ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED Registered number: 05204176 SIGMAROC PLC (formerly Messaging International plc) ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2016 CONTENTS Page Company Information 1 Chairman s