Schedule 1 - SigmaRoc Plc

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

SigmaRoc plc ("SigmaRoc" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

47 Charles Street, London, England, W1J 5EL

COUNTRY OF INCORPORATION:

England & Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

http://www.sigmaroc.com/

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Admission is sought as a result of a reverse take-over in accordance with AIM Rule 14.

On 22 August 2016, following shareholder approval at a general meeting of the Company, SigmaRoc became an AIM Rule 15 cash shell and began the process of appraising acquisition opportunities in the construction materials sector.

The Company has entered into a conditional acquisition agreement to acquire the entire issued share capital of Ronez Limited ("Ronez"), a wholly owned subsidiary of Aggregate Industries Limited ("Aggregate Industries"), part of the LafargeHolcim Group, for a total consideration of £45.0 million (the "Consideration") (the "Acquisition"), in conjunction with a conditional placing to raise, in aggregate, £50.0 million, via the issue of 100,000,000 ordinary shares at 40 pence per share and 10,000,000 convertible loan notes at £1 per note (together, the "Placing"). The net proceeds of the Placing will be used to satisfy the Consideration and to provide the Company with working capital.

The Acquisition constitutes a reverse takeover pursuant to the AIM Rules and is therefore subject to, inter alia, the approval of shareholders.

The Company intends to continue with its buy and build strategy in the construction materials sector. This strategy is intended to see the Company build a diversified stream of income, sourcing a combination of growth acquisitions and stable cash flows from niche markets.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Ordinary shares of £0.01 each (following a 104:1 share consolidation of £0.001 each); nil shares are held in treasury.

102,601,498 ordinary shares of £0.01 each to be admitted to trading (of which 270,555,743 existing ordinary shares of £0.001 each are currently admitted to trading - these will consolidate into 2,601,498 ordinary shares of £0.01 each).

100,000,000 new ordinary shares of £0.01 each will be issued pursuant to the Placing.

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital raised on admission £50.0 million*.

Implied market capitalisation £41.0 million

* Of which £40.0 million has been raised via an issue of New Ordinary Shares and £10.0 million via the issue of Convertible Loan Notes

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

26.4%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Directors

Maximilian (Max) Alphons Vermorken - Chief Executive Officer

David Kenneth Barrett - Executive Chairman (formerly Non-Executive Director)

Dominic Traynor - Non-Executive Director

Proposed Directors

Garth Mervyn Palmer - Finance Director (part-time)

Patrick Dolberg - Non-Executive Director

Gary Roger Drinkwater - Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Before Admission:

Melissa Josephine Sturgess - 11.0%

Raymond James Investment - 4.7%

Hargreaves Lansdown Asset Management - 3.9%

Mr Martyn Alan Scriven - 3.3%

Reverse Takeover Investments plc - 3.1%

Mr Simranjeet Nayyar - 3.0%

Post Admission:

Bailiwick Investments Limited - 13.4%

Pula Investments 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%

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

Melissa Sturgess

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) 30 June 2016

(iii) 30 June 2017, 30 September 2017, 30 June 2018

EXPECTED ADMISSION DATE:

5 January 2017

NAME AND ADDRESS OF NOMINATED ADVISER:

Strand Hanson Limited

26 Mount Row

London W1K 3SQ

NAME AND ADDRESS OF BROKER:

Broker to the Placing

Zeus Capital Limited

41 Conduit Street

London W1S 2YQ

Broker to the Company

Peterhouse Corporate Finance Limited

New Liverpool House

3rd Floor 15-17 Eldon Street

London, EC2M 7LD

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

www.sigmaroc.com

DATE OF NOTIFICATION:

16 December 2016

NEW/ UPDATE:

New