What was the deal?

Our client SigmaRoc is an AIM-quoted aggregates business with a buy-and-build strategy. It acquired certain European-wide lime and limestone businesses from CRH, a multi-jurisdictional New York-listed aggregates producer. SigmaRoc acquired the German, Czech and Irish businesses, which were existing companies in their own right. SigmaRoc also entered into options to buy two other targets in the UK and Poland, which needed to be carved out of existing businesses. The total consideration was €1bn, funded by a €230m equity fundraise and senior secured debt. It also comprised a reverse takeover and readmission to AIM.

How were you introduced to the deal?

SigmaRoc was a long-standing Fieldfisher client, as we had acted opposite it on its initial IPO, for the banks and the nominated adviser (nomad). I previously acted on its reverse takeover of Nordkalk in 2021 and then a follow-on £30m equity raise in February 2023. The Nordkalk deal was a similar transaction – we already knew its management team very well. The general counsel is an ex-Fieldfisher partner in our equity capital markets (ECM) team.

What were the timescales?

The parties had been talking about a potential deal for more than a year. The deal proper started in June 2023 and we were initially told we had around a month to complete. It quickly became obvious that was not possible. We signed the SPA and launched the fundraising at the end of November 2023. It was still an incredibly challenging timescale given the complexity, with lots of moving parts right up to signing.

Who were the other advisers?

White & Case acted for SigmaRoc on the acquisition of all targets other than in Ireland. We advised on the whole ECM process, reverse takeover, admission document and equity fundraising. Howard Kennedy advised on the secured debt. Proskauer Rose advised on US securities laws. Liberum Capital was nomad and part of the equity syndicate for the £200m fundraising, which also included Peel Hunt, Santander, BNP Paribas and Redburn (Rothschild). CMS was their lawyer.

Santander and BNP Paribas were lead arrangers and bookrunners for the debt. Ashurst was their lawyer. Reporting accountants were PKF Littlejohn and Deloitte. 

How was the deal structured?

The structure of the deal developed considerably as it went along, as the company explored funding options and lawyers worked through the regulatory maze. It resulted in the acquisition of three targets with call options to acquire two others, funded by a mixture of debt and equity. As the targets were larger than SigmaRoc, it was classed as a reverse takeover under AIM rules – essentially treated as a new IPO process. 

What were the challenges?

The deal took a lot of pulling together. All advisers worked together to come up with practical solutions to challenging issues, which arose through both UK and wider European regulations. There was of course, as ever, consistent timetable pressure.

Were there any lessons learned?

It cemented my view that taking a collaborative approach with advisers, on both our own side and the other side, makes the process more efficient, more effective and more enjoyable.