Proposed acquisition of Carrières du Hainaut and proposed placing of new ordinary shares
AIM-quoted buy-and-build construction materials group SigmaRoc have entered into a share-purchase agreement whereby they have conditionally agreed to purchase the entire issued share capital of CDH Développement SA, the holding company of Carrières du Hainaut SCA and CDH International SCA, the Belgian blue limestone (Bluestone) and aggregates business, for a total enterprise value of €81.3 million.
Founded in 1888, CDH is Europe’s largest Bluestone quarry, with 150 years of reserves remaining. It is also a major aggregates quarry, producing 1.5–2 million tonnes per year. For the 12 months to 30 June 2019, CDH generated unaudited revenue of €45.9 million and underlying EBITDA of €12.0 million.
The consideration for the proposed acquisition is, in aggregate, €45.1 million. In addition, net debt of €36.2 million, as at 30 June 2019, will remain in CDH. The consideration of €45.1 million will comprise an initial consideration of €29.1 million and deferred consideration of €16.0 million in cash.
SigmaRoc intend to raise gross proceeds of approximately £32.8 million through a placing of new ordinary shares in the capital of the company. Of the proceeds raised, £25.8 million (€29.1 million) will be used to fund the initial consideration and the balance will be used for future investment opportunities and general working capital.
Commenting on the proposed acquisition and the placing, Max Vermorken, chief executive of SigmaRoc, said: ‘This acquisition, which is consistent with our strategy of growth, provides us with an exciting opportunity to substantially strengthen our existing presence in Belgium, one of the highest infrastructure densities in the EU.
‘Across the Group, I am extremely proud of what we have already achieved and excited about this next stage of our expansion. CDH is over 130 years old, has more than 150 years of remaining reserves, is Europe's largest dimension stone quarry and one of Belgium’s largest construction aggregate producers. This unique combination offers SigmaRoc significant potential in the Benelux market.’
Last month, SigmaRoc conditionally agreed to acquire Belgian sea-defence rock-quarrying group Stone Holdings SA for a transaction value of up to €2.2 million, comprising a combination of cash and the issue of new ordinary shares in SigmaRoc.