Annual Report and Financial Statements
for the Year Ended 31 December 2021
SigmaRoc plc
2021
Registered number: 05204176
Registered address: Suite 1, 15 Ingestre Place, London W1F 0DU
Nordkalk, Pargas
ANNUAL RESULTS
FOR THE YEAR
ENDED 31
DECEMBER 2021
Contents
STRATEGIC REPORT
Highlights
Company Information
Core Principles
Chairman’s Statement
CEO’s Report
Our Locations
2021 Timeline of Key Events
Key Developments
Business Review
Business Model
Our Strategy
Product Streams
Lime as an Essential Product
The Group Pro-Forma Revenue
Financial Review
Macro Conditions in the Market
EBITDA Margin Analysis
Company Timeline
Key Measures and Statistics
Our Platforms
Risk
Systems and Digital Innovations
Chief Financial Officer’s Report
ESG Report
Board Members
GOVERNANCE REPORT
Corporate Governance Report
Audit Committee Report
Remuneration Committee Report
Nomination Commitee
Directors Report
Statement of Directors’ Responsibilities
FINANCIAL STATEMENTS
Independent Auditor’s Report to the Members of SigmaRoc plc
Definitions
Consolidated Income Statement
Consolidated Statement of Comprehensive Income
Statements of Financial Position
Company Statement of Changes in Equity
Cash Flow Statements
Notes to the Financial Statements
5
6
8
10
14
22
24
26
36
37
38
40
42
44
46
47
50
52
54
58
72
78
80
84
100
104
108
112
117
118
122
124
130
134
135
136
138
140
142
STRATEGIC REPORT
Highlights
FINANCIAL HIGHLIGHTS1
REVENUE
UNDERLYING1 EBITDA
£272.0m
£49.3m
+118.9% 31 December 2020: £124.2m
+106.1%
31 December 2020: £23.9m
UNDERLYING1 PROFIT BEFORE TAX
UNDERLYING1 EPS
£26.8m
5.4p
+120.4%
31 December 2020: £12.2m
+19.4%
31 December 2020: 4.5p
ADJUSTED LEVERAGE RATIO2
1.88x
1 Underlying results are stated before acquisition related expenses,
certain finance costs, redundancy and reorganisation costs,
impairments, amortisation of acquisition intangibles and share option
expense. References to an Underlying profit measure throughout this
Annual Report are defined on this basis.
2 Adjusted leverage ratio compares net debt to Underlying EBITDA
for the last twelve months adjusted for pre-acquisition earnings of
subsidiaries acquired during the year.
+11.2%
31 December 2020: 1.69x
These definitions are included as part of a list of defined terms used
throughout these Accounts in Definitions section on page 130.
OPERATIONAL HIGHLIGHTS
Invest
Improve
Integrate
Innovate
Significant new North
European materials
platform established
through the acquisition of
Nordkalk for €470 million
Acquisitions of B-Mix
and Casters together
with establishment of
new Benelux aggregates
platform
Johnston Quarry Group
acquisition completed
post year-end, further
strenghtening the Group’s
UK offering
System: New ERP
systems implemented in
South Wales and PPG
overhauling legacy setup
Operational efficiency:
successful efficiency
initiatives implemented
at Casters, GduH and
Harries.
Corporate governance:
Proposed appointment
of new independent non-
executive director
Integration of Nordkalk
with > 800 people across
10 countries
Group banking facilities
refinanced to consolidate
debt footprint across the
Group in conjunction with
acquisition of Nordkalk
Launch of Greenbloc
cement free ultra-low
carbon concrete block
technology, to be made
available across the entire
PPG product portfolio
Partnership established
with Marshalls to develop
ultra-low carbon solutions
4
5
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
STRATEGIC REPORT
Company Information
DIRECTORS
David Barrett (Executive Chairman)
Max Vermorken (Chief Executive Officer)
Garth Palmer (Chief Financial Officer)
Tim Hall (Non-Executive Director)
Simon Chisholm (Non-Executive Director)
Jacques Emsens (Non-Executive Director)
COMPANY SECRETARY
Westend Corporate LLP
REGISTERED OFFICE
Suite 1, 15 Ingestre Place
London
W1F 0DU
COMPANY NUMBER
05204176
BANKERS
Santander UK plc
2 Triton Square
Regent’s Place
London
NW1 3AN
NOMINATED & FINANCIAL ADVISER
Strand Hanson Limited
26 Mount Row
London
W1K 3SQ
6
JOINT BROKERS
Liberum Capital Limited
25 Ropemaker Street
London
EC2Y 9LY
Peel Hunt LLP
120 London Wall
London
EC2Y 5ET
INDEPENDENT AUDITOR
PKF Littlejohn LLP
15 Westferry Circus
Canary Wharf
London
E14 4HD
SOLICITORS
Fieldfisher LLP
Riverbank House
2 Swan Lane
London
EC4R 3TT
REGISTRARS
Link Market Services Limited
The Registry
34 Beckenham Road
Beckenham, Kent
BR3 4TU
Nordkalk, Miedzianka
7
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC STRATEGIC REPORT
Core Principles
INVEST
INTEGRATE
─ Only in businesses with solid intrinsic value;
─ By building platforms of compatible businesses;
─ Only in businesses with the potential to be improved and grown;
─ By unlocking those synergies which do not come at a significant cost;
─ Only in businesses which can be bought at an attractive valuation.
─ By recognising the value of what previous owners built.
IMPROVE
─ The motivation of management to drive growth;
─ The ultimate offering to the local market and community;
─ The operational and financial performance of the business.
INNOVATE
─ By providing product and service solutions to current and future problems;
─ By embracing technological advance within the running of our businesses;
─ By challenging the status quo to drive our businesses and industry forward
to meet social and environmental challenges ahead.
8
9
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLCImage: Nordkalk, Miedzianka Chairman’s
Statement
STRATEGIC REPORT
Chairman’s Statement
Dear Shareholders,
On the fifth of January this year, we marked the fifth anniversary of the Ronez acquisition and
the start of our SigmaRoc journey. In that short time, we have built a great business and one
with even greater potential. The success of this has undoubtedly been due to the drive and
determination of our staff and the continued support of our shareholders.
Our staff’s determination is evident in the
commitment I see towards growth, safety, profitability
and sustainability, in an environment which has clear
and existing opportunities. In the following report we
present, therefore, not only an account of SigmaRoc’s
2021 performance but also of our ambitions for future
growth and sustainability targets, as well as our
proposals for managing the challenges ahead.
One of these challenges has undoubtedly been
the tragedy unfolding in Ukraine. We have three
employees based there and staff have rallied to
assist them. At the time of writing, we have ensured
accommodation in Poland for their family members.
Whilst the men have had to remain, we have
transferred them to safe accommodation near the
Polish border. It is a tragedy that military action was
chosen over a diplomatic resolution. As a business
we will continue to support the Ukrainian people
where we can.
Growth
2021 was a year of both growth and development for
SigmaRoc. Whilst acquisition activity was significant
during the year, the Group also made substantial
progress in enhancing operational performance. This
further cemented the Group’s leading position in local
niche markets, while driving innovation in its product
range. Financially, we exceeded all our targets and
market expectations; we more than doubled our
turnover to £272.0 million and Underlying EBITDA to
£49.3 million, growing our Underlying earnings per
share by 19.4%.
10
Ronez, Jersey
11
David
Barrett
Executive Chairman
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
form a positive alternative to competing products
from an ESG perspective. We are working hard to
mitigate the impact of the product streams that are
higher in CO2 intensity. In addition, it is not often
known that lime, our most CO2 intensive product,
naturally reabsorbs nearly all the CO2 emitted from
its production within five years. As a result, our overall
product portfolio is well balanced and presents us
with the opportunity to set and reach ambitious net-
zero targets.
Outlook
Looking forward, the Group is well positioned for
its next phase of growth and evolution. The first
five years allowed us to build an efficient operation
dedicated to investment and improvement of
acquired businesses into locally focussed platforms.
Nordkalk now gives the Group significant additional
reach and scale, thereby multiplying the opportunities
for continued development. The significantly
enhanced cashflow generation capability of the
Group provides the capacity for continued growth
investment, supporting of our strategic objectives,
whilst retaining a flexible and efficient capital
structure.
Considering these various points independently, there
are a few aspects worth noting. While the Group
has continually grown its earnings, the cashflow
generated from its own operations historically has
only provided limited capacity for investment.
The substantial change in the Group’s cash
generation potential is a significant development
for the business, allowing for more dynamic
opportunities. Firm discipline will be maintained
regarding capital expenditure and setting returns
targets on investments.
The Group also benefits from an expanded set of
credit facilities, leaving it with headroom of £200m
in total at the end of the year. As above, there is a
strong disciplined focus within the Group to manage
leverage and not exceed self-imposed leverage limits,
save for short periods to take advantage of unique
opportunities and where they are worked down
quickly.
As a result of the above, I believe we are in a good
position to continue on the path of growth we have
followed to date and build a safer, stronger and more
attractive business for shareholders, staff and the
communities where we operate. It is evident that
the Group will face challenges along the way - such
is the nature of business. However, if the past five
years can be a guide, it is clear that the Group and
its structure is built to deal with the challenges it
encounters, whilst continuing to create value for all its
stakeholders.
David Barrett
Executive Chairman
22 March 2022
STRATEGIC REPORT
Chairman’s Statement CONTINUED
We have done considerable work to develop a
strategy that will enable us to take a leadership
position on ESG matters and ambitious targets
were set, as will be discussed further below. Our
governance, safety reporting and management
capabilities were all improved further and each of
these aspects will be detailed below and in the
various sections of this Annual Report.
Regarding strategic growth opportunities, 2021
was certainly one of the most active years since
SigmaRoc’s inception. We started the year with
the creation of a new platform in Benelux, focusing
exclusively on heavy construction materials. This is an
embryonic platform, but one with significant potential
given its strategic positioning in key markets. We
also joined forces with Carrières du Boulonnais in
the creation of a dedicated partnership addressing
Belgium and Northern France for aggregates and
concrete.
Most significantly, however, we expanded the Group
in a new region: Scandinavia, Poland and the Baltics.
Furthermore, we obtained additional products for
our quarried materials through the acquisition of
Nordkalk, a market leader in limestone products.
This was a unique opportunity, allowing the Group to
establish immediate scale and market leadership in
a strategically important new region, diversifying our
end customer base, whilst using the same upstream
products and production processes.
As a result of these developments, the Group is now
well positioned for its next chapter - to make use
of its strong position across a range of attractive
markets to grow, innovate, consolidate and improve
its product portfolio, market access and operational
efficiency. This is in line with the ambitions set at the
acquisition of Nordkalk.
Operations, Safety and COVID-19
Throughout 2021, the Group delivered a solid
operating performance, despite challenging
conditions, with volumes of all materials sold across
the Group in line, or ahead of, 2020. Deliveries
to residential construction and certain industrial
applications at Nordkalk saw good year on year
volume growth. Infrastructure demand remained
strong in Benelux and Poland and we saw a good
increase in the UK, with more projects coming online
as the year progressed. Additionally, plant availability
and efficiency were maintained consistently, limiting
the impact of unplanned production stops.
Much progress was again made on safety reporting
and management. The total safety events frequency
rate recorded dropped by 25%, while the harm
incidents frequency rate dropped by over 30% versus
the previous years. Positive reporting, including Near
Hits and Hazard and Risk Identification increased by
more than 200%. While this progress is encouraging,
work still needs to be done at several sites, in
particular in Belgium, where the level of the safety
culture remains behind that of other parts of the
Group.
The overall operational and safety performance
is pleasing in light of the challenging environment
created by COVID-19 and the restrictions imposed.
Across the Group, which is now operating in
several countries across Europe, we have ensured
compliance with local regulation. We continue to
manage this at a local level, ensuring that we are
rapid in implementing any policy changes. As a
result, we have been effective in managing the health
challenges posed by COVID-19, with no transmission
within the workplace observed.
We thank all our colleagues for their support as these
restrictions often make working conditions more
challenging both physically and mentally.
Governance
In 2021 we made significant progress in further
strengthening the Group’s governance. With the
appointment of a General Counsel in 2020, we
reviewed all governance and compliance policies
to ensure we are in line with QCA guidelines. We
revised our Board composition, focussing on the
independence of directors. We have now made
a further step with the proposed appointment of
Axelle Henry as a third Independent Non-Executive
Director and fourth NED overall, as part of a board of
seven, following publication of these Accounts. Ms
Henry is CFO of Verlinvest, a private investment firm
specialised in investments with a focus on consumer
goods, where strong branding and innovation is
key and where revenue and profitability models are
very different to our Group. She also has significant
understanding of our sector through her previous role
as deputy-CFO at Groupe Bruxelles Lambert, a major
shareholder in large operators in our sector.
With the acquisition of Nordkalk, we also took
significant time to define our long term ESG strategy
and net-zero targets. As a Group, we are well
positioned in terms of our product portfolio. Most
products we make are low in carbon intensity and
12
13
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLCImage: Nordkalk, Wolica
Chief Executive Officer’s
Statement
STRATEGIC REPORT
CEO’s Statement
Dear Shareholders,
Whilst 2021 saw the Group take a transformational strategic step with the acquisition of
Nordkalk, it also saw the wider business deliver continued operational and financial progress
in what were very challenging conditions. This is testament both to our people and the clear
strategy that we put in place at the outset of our journey and against which we are constantly
measuring ourselves.
We are proud of our progress, however, we recognise
that it all fades into deep irrelevance when a war
is fought in Europe, when families are separated,
children lose parents and parents lose children.
We will do our utmost to support our colleagues
in Ukraine who, at the time of writing, are safe in
western Ukraine or in Poland. We will continue to
support those who flee the Ukrainian warzone and
remain astonished war can ever be considered a
justifiable outcome.
Our journey started five years ago as a cash shell
with an ambitious business model, “the power of
the platform”. Integrating vertically, when the end
markets are very localised, product specific and
fragmented, is counter-intuitive. Decentralising and
making managers and staff accountable, is not.
This became the backbone of our decentralised
business model which, in 2020, showed its agility
and in 2021 its relentlessness. It also resonated with
the Rettig Group who understood how one of their
companies, Nordkalk, could fit within our organisation
and prosper. Delivering transactions of this scale
and ambition is only possible with the support of
our shareholders and this support has never been
taken for granted. We hope that the progress we
have made in the past five years and the vision we
are articulating within this report for our future, will
convince you in continuing your support for our
journey.
14
Nordkalk, Slawno
15
Max
Vermorken
Chief Executive Officer
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
STRATEGIC REPORT
CEO’s Statement CONTINUED
2021 was a year of both significant strategic and
financial progress. With four acquisitions in the
year, including our largest to date, the creation
of a strategically important JV with Carrières
du Boulonnais and the launch of our Greenbloc
technology, we have laid the foundations for the next
phase of the Group’s evolution. These actions helped
to deliver significant increases in: revenue to £272.0
million, up 119% year on year; Underlying EBITDA to
£49.3 million, up 106% year on year; and Underlying
EPS to 5.37 pence, up 19% year on year.
2021 also saw the business commit to ESG targets
which are industry leading and we believe more
aggressive than any of our peers. The ESG section
of this report presents them in detail and a dedicated
ESG Report, to be published in April 2022, will
provide further context. By 2040, we aim to reach
net-zero and well before that, we intend to be free
of fossil fuel usage. No other lime producer has set
targets of this level of ambition and no other building
materials producer has made progress in its ultra-
low carbon offering that we have. It is a part of our
development we are very proud of and will continue
to pursue.
As 2021 was very busy, and to give sufficient
context, I will provide a summarised account of the
key strategic developments across the year before
entering the detail of operational performance on a
platform-by-platform basis.
Strategic development
In 2020 we had laid the foundations for a busy 2021,
with our UK and Benelux platforms performing well
and ready to be developed further.
Re-organising our Benelux based operations involved
several separate actions. The first of these was
to separate the dimension stone and aggregates
businesses at Carrières du Hainaut given the distinct
end market profiles and drivers of each. With the
split and appointment of a dedicated Managing
Director for Dimension Stone we set out to develop
both platforms further. This included the creation
of Granulats du Hainaut and its combination with
our other quarrying assets in Belgium, as well as
the acquisition of B-Mix with four concrete plants
in highly strategic locations in the region. As a
result of these efforts, our Benelux construction
materials platform was established, the start of
a highly concentrated and strategically located
supplier of construction materials in Belgium and the
Netherlands.
16
Having established a broader, marketable platform in
Belgium we saw significant opportunity in extending
our presence into the attractive and adjacent French
Market. A joint venture with Group Boulonnais,
France’s most respected independent quarried
materials supplier, presented an optimal entry point
into this market with the Group able to benefit from
our partner’s deep knowledge of the sector, scale and
customer standing.
Alongside operational development, our innovation
and product development activities yielded significant
success in 2021 with the launch of the UK’s first ultra-
low carbon concrete products technology, Greenbloc.
This technology has been the product of over 18
months’ development focus and we are delighted
that, following successful testing, we are able to
offer this across our concrete product range making
SigmaRoc a clear leader in ultra-low carbon concrete
across both the UK and Europe.
2021 also presented us with the opportunity to
meaningfully extend our geographic footprint in
Europe. The Northern Europe region has, since
inception, been a very key target market for the
Group, benefiting from strong demographic,
regulatory and market drives for the use of our
materials. Nordkalk presented a unique route to
the Group achieving credible scale in this territory,
with over 100 years of history and a leading market
position in quarried products for most of Scandinavia,
Poland and the Baltics. Nordkalk also shared a similar
operational structure to SigmaRoc, focussed on local
quarried products for local markets in a decentralised
way, which made it culturally an ideal fit for our
business.
Operations and trading
Trading performance:
The Group’s trading and operational performance for
2021 was solid. Overall, on a like-for-like basis, the
value of upstream quarried materials sold increased
by 2%. Value added product sales increased by
14%, with value added services increasing by 16%.
These figures include the Nordkalk business and
considering SigmaRoc pre-Nordkalk acquisition, the
evolution is similar with total revenue increasing by
15% on a like-for-like basis.
For the Ronez platform, trading in both islands
was solid and in line with expectations, with the
impact of a lockdown in the first quarter recovered
through strong demand as the year progressed.
Several significant projects in both Jersey and
Guernsey, including Admiral’s Park in Guernsey and
large residential developments in Jersey (both the
public and private), as well as further demand for
road maintenance helped deliver £28.9 million in
turnover, which was slightly ahead of budget. The
shipping business had an excellent year, with very
high ship utilisation and a total of 51 cargoes carried.
Operational plant and machinery investments of the
past years has shown its worth with the renewed
ready-mix fleet, ready-mix plant and further plant
upgrades.
The three businesses which constitute our PPG
platform, with seven sites across the UK, have
developed well. Block production increased year over
year, as did volumes for landscaping and flooring
products. Bespoke project work was slow in the
early part of the year, but accelerated in the second
half with larger scale infrastructure and commercial
projects such as car parks and traffic barriers coming
online. The most exciting developments were,
however, Greenbloc and our launch into ultra-low
concrete products, leading to a strategic partnership
with Marshall’s. Cost pressures, particularly in cement
and logistics, were managed via pass-through
mechanisms and further searches for efficiency
initiatives.
With our third platform in the southwest of the UK,
we took the opportunity to expand our integrated
aggregates and construction materials business in
the region, starting in South Wales, with the Harries
business. The business was fully integrated into the
Group in September 2020 and much has developed
since. Closing the year with £29.9 million in turnover
the South Wales business performed in line with
expectations. Work on further development of the
entity is being undertaken currently with a view to
extend our product offering. A complete review of the
structure of the business will lead to a more efficiently
organised business.
With the creation of a dedicated dimension stone
business, with Carrières du Hainaut as its base, we
ensured full focus on the production and delivery of a
high value-add product, Belgian Bluestone. Demand
for Bluestone was strong throughout the year
across RMI, new build and infrastructure markets.
We developed new sales regions by expanding
the sales teams in Germany and focussing on
commercial strategies for Austria and Switzerland.
Focus on Scandinavia and the UK was achieved
through dedicated partnerships with off takers and
representatives. As a result, the combination of
existing markets in the Benelux, France and Italy as
well as new markets helped grow sales and volumes
to reach 1 million square meters in the year. Further
efforts are now being made on the commercial
positioning of the product, helped by a new digital
strategy and website, as well as operational changes
to allow for further production efficiencies at higher
volumes. The significant extension of the Bluestone
quarry, currently underway, is central to that strategy
and represents a substantial enhancement to the
production set up.
As a consequence of the focus on Bluestone, all
construction aggregate production at Carrieres du
Hainaut was split off into a new business, Granulats
du Hainaut, which now forms the base of a Benelux
platform also including Cuvelier and B-Mix. The
creation of GduH coincided with the take-over of the
Holcim production plant in April and the creation of
a joint venture with Carrières du Boulonnais to best
serve the Benelux and French markets, in anticipation
of the installation of new production infrastructure
in 2024. The Cuvelier business had a good full year,
despite sales being impacted in the first half by
road closures limiting access. B-Mix, the concrete
business in northeast Belgium had an excellent year
with volumes of 177 thousand cubic meters and
the integration of the Casters concrete business,
acquired simultaneously. Combined the three
businesses form a solid base for further development
and growth in the Benelux market.
In September, a sixth platform joined the Group
through the acquisition of Nordkalk, consisting of
three operating divisions. In the north, its Finnish and
Swedish operations had a good year overall, driven
by strong demand from the pulp and paper industry
as well as strong demand from steel producers in
the region. Rationalisation of capacity by customers
benefited the group through sustained volumes. As
a result, volumes of lime and limestone were higher
than anticipated. While this improved overall turnover
and net profits, it also posed the challenge of dealing
with very sharp rises in energy costs, exceeding
200% in many cases toward the end of the year.
Efficient pass-through mechanism and hedging have
allowed for protection of the net profitability of the
business, but inevitably increased turnover more than
anticipated as can be seen from the detailed analysis
in page 50 of this report. Further efficiency initiatives
will target margin protection and improvement in
2022.
The second region consisting of the Polish and
German operations had an equally good year
driven by a highly effective local management team
maximising efficiency of the operations. Demand was
17
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
STRATEGIC REPORT
CEO’s Statement CONTINUED
driven by infrastructure works in particular as well as
deliveries to steelworks and the agricultural sectors.
Energy cost pressures were managed through
hedging and contractual mechanisms protecting
profitability of the division. Further development of
the division, in particular the extension of reserves at
the key sites is underway to ensure future delivery to
key sectors of the Polish economy.
The third operation within the Nordkalk platform
consists of several joint ventures, including
operations in Norway and Sweden in partnership with
fellow minerals companies and steelworks. Trends
seen in other parts of the business were also present
here, where the main challenges were posed by
supplying sustained volumes throughout periods of
high energy costs. The business performed well and
managed to improve its competitive position in the
period.
The overall trend for the year 2021 was therefore
similar across the Group with good demand for
products in all main sectors of supply, be it private
construction, infrastructure, steel, pulp and chemical
or environmental applications of our quarried
products. Managing rising energy costs and other
supply chain disruptions was done effectively and led
to good protection of the Group’s bottom line.
Inflationary pressures and supply chain backdrop:
As was highlighted within the review above, the third
and fourth quarter of 2021 saw several challenges to
the business from a supply chain and cost inflation
perspective. In both cases the businesses reacted
well to ensure profitability was protected.
Supply chain issues have been well publicised
in the sector, particularly in the UK. While these
challenges were certainly real, the Group dealt with
them effectively. Driver and logistical shortages
were tackled through active fleet management
and benefited from good long term relationships
with haulage suppliers. Additional capacity was
successfully secured where necessary in areas where
demand was particularly strong.
Cost inflation, in some cases significant, was
evident across a number of areas but the Group
did well to substantially mitigate this through strong
contractual pass-through arrangements and further
internal efficiency gains. Cementitious products
remained both in short supply and at higher-than-
average prices. Existing supply arrangements and
management of productivity allowed continued
production at good volumes even when placed on
allocation. In-house delivery capabilities for these
products helped further.
Energy, gas and electricity supplies were the other
area of significant and sudden price increases.
Hedging strategies were already in place converging
normalised base load consumption across the
network of plants and operations. As energy price
movements were very significant, further price
movement was captured in contractual pass-through
arrangements as part of long term supply structures
allowing the Group to manage the inflationary
environment.
As a result, while the environment was challenging,
the strategies adopted allowed for the protection of
the business and the continued supply and delivery of
product to our customers without interruption.
Financial performance
The Group delivered an excellent financial
performance for the year, which was ahead of
analysts’ expectations. Reported revenues were
£272.0 million, delivering Underlying EBITDA of
£49.3 million, with demand and pricing pass through
driving significant top line growth which, combined
with continued efficiency gains realised across the
business, enabled a strong margin performance in
what was a challenging backdrop. This performance
is a testament to effective local management taking
the right decisions to protect their businesses without
hesitation, whilst retaining focus on supporting their
local markets.
From a balance sheet perspective, the Group
dramatically changed across the year with completion
of the various acquisitions. As at 31 December 2021,
gross assets were £769.3 million, underpinned by
over 1 billion tonnes of reserves and resources, land,
plant and machinery in strategic locations. Net assets
were £411.2 million following a refinancing of our debt
facilities led by Santander. At year-end the Group
had access to a further £200 million in RCF and
credit facilities which will support the Group’s further
evolution. We maintain leverage targets at two times
Underlying EBITDA with a significant down trend,
giving the Group the ability to reinvest generated
cashflows as the Group reduces its gearing. At the
year-end our leverage ratio stood at 1.88 times
Underlying EBITDA with cash at £70 million.
ESG, Safety and Innovation
ESG:
All topics captured under a broad heading of ESG
equally saw incredible progress throughout the year.
In April 2022 the Group will publish its first dedicated
ESG report, giving ample detail on all the initiatives
we are undertaking. In anticipation of that report,
we can already announce several exciting points in
relation to our net-zero targets, our Environmental and
Social initiatives and our Governance improvements.
As part of our ESG reporting, we publish detailed
statistics and reductions targets under TCFD and
SASB norms. These targets are aggressive and
industry leading. We aim to:
─ provide option for 100% of manufactured
products to utilise waste/recycled materials by
2025 ;
─ utilise 100% of production materials by 2027;
─ be free of fossil fuel use by 2032; and
─ achieve net-zero by 2040.
No other operator in the lime sector has committed
to these targets and no other building materials
producer is presently able to offer certified products
with ultra-low carbon credentials totally free of
cement, across the entire range of its products.
We are also very focussed on supporting the
communities where we work and several initiatives
have been realised in 2021 to ensure we are a good
neighbour with our operations. In Belgium, we
have donated a large section of land to the city of
Soignies and will assist in its development into a
zone for recreation and sports. In Finland, we have
built a large wooden exercise staircase alongside our
operations to promote physical activity. In Poland, the
business continues to support the mayor of Slawno
who developed a museum next to our operations
to preserve fossilised marine creatures found in
our quarries. These are a few of the initiatives
implemented this year, more of which will be detailed
in our Sustainability report.
From a governance perspective, we continue to
develop the leadership of the Group and are proud
of the proposed appointment of Axelle Henry as
an independent NED. Ms Henry brings significant
financial skill to the Group given her role as CFO of a
major investment fund. She also brings knowledge of
sectors which are much more brand and innovation
dependent, therefore providing fresh perspective
and diversity of opinion to the Board, augmenting its
specialist sector experience. The Board will therefore
consist of a majority of independent Directors, with
very complimentary skills and backgrounds.
On a more operational level, the Group has continued
to maintain and increase its accreditation levels,
both ISO and product specific, as well as conducting
surveys to assess staff and management perception
and engagement. In all cases, the results were
extremely positive with areas identified where cross-
learning could be obtained. As a result, regional
advisory boards were set up to ensure the various
platforms in similar legal jurisdictions would share
best practices.
Safety and COVID-19:
Considering safety, the Group has also continued
to progress with a year on year reduction of 25%
in incident frequency rate; a year on year reduction
of over 30% in harm frequency rate and a year on
year increase of 200% for near hit, hazard and risk
reporting. The safety culture of the Group is steadily
improving which is a challenge as every year many
new businesses with differing approaches to safety
join SigmaRoc. Still, through the use of adequate
tools, including our safety management tool Highvizz
we are able to increase reporting, decrease harm and
improve the awareness and culture that promotes a
safe business.
2021 started with a lockdown and ended with a
lockdown in many of the regions we operate in. As
in 2020, the year was dominated by the COVID-19
pandemic and the restrictions it brought with it. As
in 2020, we aimed to be proactive in implementing
the required local restrictions to keep the business
compliant and operating. As a result, our COVID-19
response continued to be managed at a local level,
to remain quick and agile as local realities changed.
We were effective in managing the pandemic and its
impact on our business, having to date no evidence
of any transmission of COVID-19 at work.
Innovation:
A key part of our focus on becoming an improved
and sustainable business is innovation. Having
begun development 18 or so months ago with the
idea to create a carbon neutral concrete product
we are now the leading supplier of ultra-low carbon
concrete products in the UK through our Greenbloc
technology.
18
19
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
Taking all these developments and initiatives, I remain
convinced the Group is very well placed to develop
further, deliver growth and take on a leadership
position when it comes to ESG. None of these targets
will be easily met, however, nothing easy is worth the
effort. I am certain the entire organisation shares the
same commitment.
This report was approved by the Board on 22 March
2022.
Max Vermorken
Chief Executive Officer
22 March 2022
STRATEGIC REPORT
CEO’s Statement CONTINUED
In addition to Greenbloc, we continue to innovate
across the Group. In Belgium, with support from the
Nordic region, we commenced work on utilising saw
sediment waste material from CDH production as
additives and fillers for the chemical, construction
and agriculture industries. In the UK, we supplied
concrete products coated with pollution absorbing
paint for a school playground. At Nordkalk, we
launched several new products all developed in
house, one of them being an ultra-white paint without
the use a the TiO2 pigments making it significantly
less harmful.
Our efforts in innovation were also noticed by others.
Marshalls, the leading UK supplier of landscaping
products, joined the Group in a JV to develop ultra-
low carbon solutions. In Belgium, we continue to
develop our Bluestone business in order to propose
new finishes and applications while promoting 100%
material use from all our operations.
Our journey on the path of innovation is not very
long, but we have already made an impact and good
progress. It has become a key area of focus as we
aim to provide solutions that are innovative and low
carbon.
Post period announcements
The Group completed the acquisition of Johnston
Quarry Group on 31 January 2022. This acquisition
significantly enhances the Group’s presence in the UK
from a quarrying perspective, with Johnston Quarry
Group and Harries forming part of the expanded
Southern platform covering Southern England and
Wales. A new ExCo member will be appointed to lead
these two divisions.
The expanded platform offers a range of products
and services covering a footprint from Pembroke to
Lincoln, in aggregates, concrete, asphalt, surfacing,
agricultural lime and dimensions stone. It is the base
for a highly focussed and specialised platform along
the main road axis of the UK and focussed on niche
product and product delivery. It has the potential to
deliver more and grow both in offering and region.
Forward look
The 2022 financial year has started well across
the Group. Early January saw some disruption
from COVID-19 restrictions and absenteeism, but
the Group has responded well with performance
strengthening through the first quarter. The overall
20
trading situation has been challenging, but the agility
of the Group has facilitated the right responses.
Unprecedented energy price and input cost inflation
continues from the second half of 2021, but the
Group remains focused on mitigating these through
a combination of hedging, contractual structures and
dynamic pricing. A strike at UPM, one of our key
customers in Finland, has slowed demand for several
higher end products in Q1’22, but once resolved we
expect increased volumes as the customer seeks to
recover lost production. Operations in the Belgium,
Channel Islands and the UK also traded in line with
expectations with only some minor delays in project
starts in Jersey.
Following the ongoing situation in Ukraine, the
Group’s historical sales to Russia were de minimis
on Group revenue level and have now ceased
completely, with no historical sales in the Ukraine.
We are fully complying with all UK and EU trading
sanctions and are monitoring the situation closely.
Looking further ahead in the year, we are focussed
on a number of important strategic projects. Firstly,
we have set very ambitious targets in respect of our
ESG commitments. We aim to be sector leaders and
we believe have both teams and plans in place to
achieve these targets. In particular, when it comes
to lime and limestone related products as well as
ultralow carbon concrete, we are uniquely positioned
to achieve our ambitions. The partnerships we have
developed with several key organisations in the last
12 months, such as Carrières du Boulonnais and
Marshalls, are important enablers of this and the
potential strategic environmental value of the projects
being considered and developed are significant.
In addition to these partnerships, several internal
innovation projects will contribute both to our bottom
line and our ESG credentials.
In parallel, we are extremely active on the investment
front, having considered over 140 acquisition targets
to date. We will continue to be highly disciplined
and selective in our consideration of these, only
progressing with potential acquisitions where there
is clear path to meeting our financial and commercial
criteria.
There also remains significant potential for the
Group to achieve further organic growth and margin
improvement. Expansion of our markets and growth
of our sales networks will help deliver further top line
improvement in each of our platforms and we will
continue to build the local capability that enables our
businesses to capitalise on growth and efficiency
opportunities.
21
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLCImage: Carrières du Hainaut, Soignies STRATEGIC REPORT
Our Locations
22
23
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC STRATEGIC REPORT
2021 Timeline of Key Events
JANUARY
Active behind the scenes
development of the
Group’s M&A pipeline and
administrative completion
of new expanded £125
million banking facility
entered into end of
December 2020.
MARCH
Creation of Granulats du
Hainaut and expansion
of the Group’s Belgian
aggregates operations
through an agreement
whereby the Group
assumes control of
LafargeHolcim’s quarrying
operations which are
co-located at the Group’s
CDH site.
MAY
AGM held and trading
statement issued
highlighting positive year-
on-year performance of
the Group.
JULY
Proposed reverse
takeover of Nordkalk,
subject to Shareholder
approval and Polish
competition clearance,
together with £260 million
fundraise and £305 million
new syndicated banking
facility.
SEPTEMBER
NOVEMBER
Strategic collaboration
with Marshalls PLC
to develop ultra-low
carbon solutions within
the concrete building
materials sector.
Greenbloc achieves
Environmental Product
Declaration, becoming
first EPD certified UK
cement-free concrete
block.
FEBRUARY
APRIL
JUNE
AUGUST
OCTOBER
DECEMBER
Launch of Greenbloc,
UK’s first cement free
ultra-low carbon concrete
block.
Acquisition of Belgian
concrete assets, B-Mix
and Casters, for a total
consideration of €13
million and establishment
of new Belgian aggregates
platform.
Greenbloc to be expanded
across entire PPG
product range by January
2022 and joint venture
agreement with Carrieres
du Boulannais in relation
to Benelux platform.
General meeting
approves Nordkalk
reverse takeover. Polish
competition clearance
approval obtained and
successful completion of
Nordkalk acquisition on 31
August 2021.
Trading update
highlighting continued
strong performance in
Q3 with revenues of £73
million.
Completion of due
diligence on Johnston
Quarry Group and
agreement of key terms.
24
25
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC Key
Developments
STRATEGIC REPORT
Joint-Venture with Carrières du Boulonnais
In June 2021, SigmaRoc signed a joint venture with major France based high grade limestone
and construction materials company, Carrières du Boulonnais. CdB is part of Group
Boulonnais, which has become a 25% shareholder in Granulats du Hainaut, with the aim of
expanding GduH into a Benelux and Northern France wide supplier of limestone products.
Joint venture focussed on aggregates
markets in Benelux and Northern France.
As a shareholder, CdB will assist in the development
of GduH from a financial and technical perspective
and materially increase GduH’s market presence
in these target markets. As a result, it is expected
the target footprint for GduH’s activities will reach
beyond Belgium and into Northern France. GduH
is the Group’s Benelux production and distribution
subsidiary and SigmaRoc will continue to wholly own
its quarrying assets in Belgium.
As part of the Joint Venture agreement, CdB has
agreed to co-fund the new crushing and screening
installations planned to be built by 2024 at GduH’s
aggregates operations at Carrières du Hainaut.
CdBwill also lend its vast technical expertise in the
sector to optimally set up the new installations and
their product offering. As a result, GduH will be able
to commence servicing the Benelux and Northern
French markets and, following the expiry of its
existing agreement to supply LafargeHolcim in 2024,
supply over two million tonnes of virgin construction
aggregates per year, making it one of the largest
suppliers in the region.
─
EMMANUEL MAES
ExCo Europe
“It was a real privilege to sign a Joint Venture agreement
with a quarried materials group of the renown of Groupe
Boulonnais. Our collaboration is strategically, technically and
financially a major step forward as we build our footprint in
the Benelux and North French markets. We thank Groupe
Boulonnais for their confidence in SigmaRoc and aim to
make our collaboration a real success.
We are confident that this JV will not remain the only
cooperation between SigmaRoc and Groupe Boulonnais as
we share the same vision and values.”
Carrières du Boulonnais, Ferques
27
Invest, Improve, Integrate and InnovateSigmaRoc PLCImage: Carrières du Boulonnais, Ferques STRATEGIC REPORT
Acquisition of Belgian Concrete Assets and
Establishment of Two Separate European Heavy Side
Materials Platforms
In line with its stated strategy, in April 2021 the Group has completed the acquisitions of B-Mix
Beton NV, J&G Overslag en Kraanbedrijf BV and Top Pomping NV, as well as Casters Beton NV
from Groep Janssens N.V. for a combined cash consideration of €13m.
B-Mix, located in Tessenderlo, and Casters, located in
Genk, operate four concrete plants, producing around
250,000 cubic meters annually. In addition, the B-Mix
business include quayside operations along the
Albert Canal which links the cities of Antwerp and
Liege and the rivers Scheldt and Meuse.
In total, the businesses generated a turnover of €22m,
EBITDA of €3.3m and a net profit of €1.6m in the year
ended 31 December 2020 and net assets of €5.9m.
The Acquisitions will be immediately enhancing to the
Group’s underlying earnings and will be funded from
cash raised in December 2020.
Creation of new European Platforms
Following the Acquisitions and the creation of
the GDH aggregates brand, as announced on 26
March 2021, SigmaRoc has decided to separate its
European heavyside materials operations into two
separate platforms. CDH will continue as a Europe
wide dimension stone platform under Managing
Director Christophe Huyghebaert, turning over
approximately €44m per year. A new integrated
concrete and construction aggregates platform will
be created to include GDH, Stone Holdings, B-Mix
and Casters. The new platform will be managed by
Emmanuel Maes and Pascal Lesoinne, with initial
annual sales of around €36m per year.
Option to acquire 11ha of quayside
industrial land
Alongside the Acquisitions, SigmaRoc is also pleased
to announce it has entered into an option agreement
with Jabo N.V., granting it the right to acquire 11
hectares of quayside industrial land in Tessenderlo,
for a consideration of €9m. The land subject to the
Option includes approximately 260m of quayside
along the Albert Canal, one of the busiest national
shipping lanes in Belgium, and houses the B-Mix
concrete business, as well as a significant unutilised
area. Should the Option be exercised, SigmaRoc
estimates it would utilise approximately 4 hectares
for the B-Mix business and is exploring opportunities
to utilise the remaining land as part of its strategy
for further expansion in the Belgian market. Should
opportunities not be identified which meet the
Group’s investment criteria, the sale or development
of the land would be considered.
28
29
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLCImage: B-Mix, Tessenderlo STRATEGIC REPORT
Greenbloc
In February 2021 SigmaRoc pioneered the construction market with the launch of the UK’s first
Cement Free Ultra-low Carbon Concrete Building Block under a new brand, Greenbloc.
Concrete blocks are used extensively in the
construction of real estate and infrastructure across
all sectors. SigmaRoc’s new Greenbloc range
materially reduces the carbon footprint of these
blocks when compared to a traditional product.
Greenbloc is completely cement free, making it
unique in the UK market and provides on average a
significant net reduction in eCO2 of 77% per concrete
block, resulting in the following specific decreases:
─ an average reduction of 1.1kg of eCO2 per
concrete block;
─ an average reduction of 2.7 tonnes of eCO2 per
average semi-detached house;
─ these average reductions are equivalent to
the CO2 emitted by an average household’s
electricity consumption for four years.
The product is produced by SigmaRoc’s PPG
platform at its various production facilities. Following
extensive research & development and initial trials
throughout 2020, the product has been well received
by the market with strong interest from several
leading national building materials merchants,
including Marshalls PLC with whom PPG entered
into a strategic collaboration in September 2021
in relation to Greenbloc and low-carbon building
material solutions.
In November 2021 SigmaRoc obtained Environmental
Product Declaration (EPD) status for its Greenbloc
product range. The EPD is classed as a type III
environmental declaration with ISO 14025, and
provides transparent and credible information about
the environmental impact of a product throughout
its lifecycle – from material extraction, through to
manufacturing, usage and end of life.
In January 2022 PPG extended Greenbloc across its
entire product portfolio, becoming the first precast
products producer in the UK to provide a suite of
ultra-low carbon alternatives.
30
CONCRETE BLOCKS VOLUMES BY PPG
CO2 REDUCTION FROM
GREENBLOC SWITCH
Volumes added
through efficiency
Net CO2
produced
Production volumes
at acquisition
2018
2018 - 2021
2021
2021
Target volumes
for 2022
Net CO2
Standard concrete blocks production
Standard blocks production increase post acquisition
Ultra-low carbon blocks production target
CO2 release during standard blocks
production
CO2 reduction from switch to Greenbloc
CO2 release post switchover to Greenbloc
31
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLCImage: Greenbloc, PoundfieldImage: Greenbloc, CCP
STRATEGIC REPORT
Acquisition of Nordkalk
On 15 July 2021, the Company announced that it had entered into an agreement to
conditionally acquire the entire issued capital of Nordkalk for a total consideration of
approximately €470 million (approximately £402 million) subject to certain adjustments in
respect of cash, debt and working capital.
The consideration was satisfied by a combination
of €270 million (approximately £231 million) from
the proceeds of a placing of Company shares, the
drawdown of €150 million (approximately £128
million) from new debt facility and the issue of €50
million (approximately £43 million) consideration
shares.
Due to its size, the acquisition of Nordkalk
constituted a reverse takeover pursuant to Rule 14
of the AIM Rules for Companies and completion was
therefore conditional on Shareholder approval, which
was granted at a general meeting of the Company
held on 2 August 2021. The acquisition was also
subject to merger clearance from the Polish Office of
Competition and Consumer Protection, which was
received on 16 August 2021.
Following approval from Shareholders and
competition clearance, the reverse takeover of
Nordkalk was completed on 31 August 2021 and the
Company was readmitted to trading on AIM.
Nordkalk was established in 1898 as a limestone
developer in Finland and has since expanded across
Northern Europe to become the leading limestone
company in the region. Nordkalk develops limestone
based solutions for agricultural, construction and
chemical industries and its main products are
crushed limestone, limestone powder, quicklime
and hydrated lime. Nordkalk delivers raw materials
32
to numerous industries, and its solutions contribute
to clean air and water, as well as the productivity of
agricultural land. Nordkalk operates at more than 30
different locations across Finland, Sweden, Norway,
Poland, Estonia and Russia, with its main sites and
the majority of revenue for the year ended December
2020 being derived from Finland (49 per cent.),
Sweden (23 per cent.) and Poland (22 per cent.).
For the year ended 31 December 2021, Nordkalk
recorded revenue of €304.0 million (2020: €280.8
million), Underlying EBITDA of €69.4 million (2020:
€68.1 million) and Underlying profit before tax of
€46.8 million (€42.3 million).
The acquisition of Nordkalk is expected to be
significantly earnings enhancing in its first full year
of ownership by SigmaRoc and the Directors believe
that there is the potential for increased efficiencies
in the existing Nordkalk business to further drive
earnings growth as well as the opportunity to sell
its products via the existing Group’s existing sales
channels.
Nordkalk is a high quality and well managed
business, providing the Group with an additional
strong operating platform and stable cash flows,
which SigmaRoc will use to further execute on its
growth strategy, both organically and via further
acquisitions.
STRATEGIC REPORT
Nordkalk Integration, Synergies and Improvements
The last quarter of 2021 was spent understanding Nordkalk, in order to launch integrations programmes during
the first quarter of 2022. €1.5m cost synergies have been implemented on a like-for-like full year basis with further
synergies targeted for the second half of H2’22/Q1’23.
INITIATIVES
Full financial reporting integration into SigmaRoc structure
Review of management and reporting structure:
- Third reporting region (Baltics) with further reviews considered
- Creation of “rapid intervention team” delivering synergies
Reducing subcontractor needs through insourcing
Utilising “waste aggregates” at Pargas
Live trial of alternative fiels for kiln operations
Review of ERP to optimise process
Improve alignment of sales & production
COMPLETED
COMPLETED
COMPLETED
COMPLETED
COMPLETED
COMPLETED
COMPLETED
ONGOING
ONGOING
Review of customer contracts w.r.t dynamic pricing, commercial offering, positioning, energy ONGOING
Review of energy hedging and purchasing strategies against cost swings, availability, CO2
ONGOING
Review of kiln operations in context to ESG agenda with interesting results to follow
ONGOING
Reducing plant and machinery needs through better utilisation
Target of 100% material utilisation on all sites e.g Wollastonite tailings, Bluestone saw dust,
aggregates
ONGOING
ONGOING
33
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLCImage: Nordkalk, PargasImage: Nordkalk, Lappeenranta STRATEGIC REPORT
Acquisition of Johnston Quarry Group
In January 2022, the Company completed the acquisition of Johnston Quarry Group for an
initial cash consideration of £35.5m.
JQG is a specialist quarried materials supplier
producing construction aggregates and premium
quality building stone, as well as agricultural lime
for soil improvement. Its aggregate products
are typically used in infrastructure projects, with
unique Cotswolds, Ironstone and Bath Stone
used in specified high end housing applications.
The business has eight quarries and two separate
processing sites located across the South West,
Oxfordshire and Lincolnshire. JQG has access to 86
million tonnes of freehold and leasehold reserves and
resources giving JQG an average life of mine of over
40 years.
For the 12 months to 30 September 2021, JQG
reported revenue of £14.7m, generating EBITDA
of £5.9m and £3.6m profit before tax. As at 30
September 2021, JQG had gross assets of £22.1m
and net assets of £6.9m primarily in land, mineral
reserves and plant and machines.
As part of the acquisition of JQG, SigmaRoc also
conditionally agreed to purchase from the Sellers
two further quarries, together with additional mineral
reserves, for a total potential consideration of
£14.5m. These additional sites have a strategically
attractive location relative to JQG and will increase
the business’ footprint and market access. The
consideration for the acquisition of these additional
sites is payable in three phases, upon the delivery
of each of the two quarries and the delivery of the
mineral reserves with planning permission. The Group
expects these additional transactions to complete
between H2 - 2022 and H2 - 2024.
34
Johnston Quarry Group, Creeton
Invest, Improve, Integrate and InnovateSigmaRoc PLCImage: Johnston Quarry Group, Oathill Business
Review
Business Model
Our Strategy
Product Streams
Lime as an Essential Product
The Group Pro-Forma Revenue
Harries, Bolton Hill
STRATEGIC REPORT
Business Model
Every acquisition is made on the basis that it can
stand on its own two feet and not just be a route
to market. Historically in our industry, standalone
businesses have been purchased due to their
individual success, often to only become routes to
market and have their value eroded.
Our decentralised business model allows us to ensure
that all our product and service offerings perform the
best they can, leveraging group opportunities where it
is in their best interest. This has allowed us to build a
competitive construction materials group focussed on
the long term benefits our industry has to offer.
The ability to extract the maximum value of every
product and service we offer has been conceived on
five simple statements:
Synergies are local not global
Each local market is different, with its own
particularities, competitive pressures and local
history. Our platform structure allows local synergies
to be maximised that are best for each platform
ensuring true cost savings and empowered
businesses.
Agility and speed
Autonomous local managers fully understand
requirements of local markets; each decentralised
business can decide what is best for it at any
moment in time allowing nimble reactions to changing
economic environments as well as major events such
as the COVID-19 pandemic.
Commodity market set apart by quality of product and
service
Decentralised approach
A family approach of being local and personally
known to the customer base, with the management
skill and approach of a Major allows our business to
compete with anyone.
Local products that do not travel
Construction materials are a local product, consumed
and produced locally, due to their high mass to price
ratio. This brings a particular dynamic to the sector,
focussed on local and fragmented.
A decentralised approach that extracts maximum
competitive value from each business; reducing
unnecessary central costs and ensuring self-
sustaining value driven businesses; by empowering
autonomous management.
Our decentralised model allows our platforms and
businesses to focus on their delivery whilst a lean
group level structure ensures governance and
performance of the operations and the ability to
engage in proactive investment activities.
UNDERLYING EPS
(£p)
0.8*
0.78
*
2.0
2.02
1
*proforma
37
38
40
42
44
3.8
3.83
4.2
4.2
4.5
4.5
+61%
+90%
+10%
+7%
5.45.5
+19%
37
Invest, Improve, Integrate and InnovateSigmaRoc PLC201620172018201920202021 STRATEGIC REPORT
Business Model CONTINUED
SIGMAROC
M&A
NEW PLATFORM/
BUSINESS
BUSINESS
LOCAL
SUPPLIER
INDEPENDENT
REMUNERATION
COMITTEE
AUDIT
COMITTEE
NOMINATION
COMITTEE
STRATEGY
& OPERATIONAL
IMPROVEMENTS
GOVERNANCE
& COMPLIANCE
FINANCIAL
CONTROLS
RISK & ESG
PROFIT & CASH
MONO PRODUCT
PLATFORM
NATIONAL
CUSTOMER
BUSINESS
LOCAL
CUSTOMER
EXISTING
PLATFORMS
BUSINESS
LOCAL
SUPPLIER
MULTI PRODUCT
PLATFORM
NATIONAL
SUPPLIER
BUSINESS
LOCAL
CUSTOMER
STRATEGIC REPORT
Our Strategy
During the year we continued to Invest; expanding
further into Belgium with the acquisition of B-Mix
& Casters and then completing the substantial
acquisition of Nordkalk in August 2021, providing
the Group with a unique footprint in the Northern
European construction materials market.
Our platforms continue to focus on Improving
their businesses, including our greatest assets;
our people. We were able to ensure provision of
improved employee benefits for existing employees
as well as offering jobs to many who had found
themselves recently made redundant by others. We
will continue to responsibly drive maximum value
of all our assets with focus on our newly acquired
business such as Nordkalk and B-Mix & Casters.
Recently acquired business, such as B-Mix, Casters
and Nordkalk, continue to be Integrated into the
wider Group network. As we have done consistently
to date, we will look to integrate our newly acquired
business and continue to unlock synergies where
appropriate.
Having introduced the Innovation part of our
strategy, we are pleased to have made meaningful
progress in this area by bringing to market Greenbloc,
a significant product in our proactive approach
to sustainability. With a suitability roadmap under
development, Innovation will become an area of
opportunity and greater focus.
Based on our strategy, since inception and during
2021, we have been able to continue to grow through
acquisition and organic growth.
With each business, by adhering to our investment
principles and applying our Improvement and
Integration programs, we have ensured both
improved performance and value.
38
39
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
STRATEGIC REPORT
Product Streams
Construction
Chemical Industry
Metal & Mining
Pulp, paper & board
Environment
Agriculture
Products: Aggregates, Cement,
Ready-Mix Concrete & Concrete
Products, Asphalt, Building
Stone, Dimension Stone
Our aggregates are used as raw
materials for concrete, masonry
and asphalt and as base
materials for roads, landfills and
buildings. As such, they are a
key component of construction.
Customers value the quality and
consistency of our ready-mix
concrete products, the breadth
of our portfolio, our expertise in
large projects, and our flexibility
and reliability. We also offer a
range of innovative concretes
including Greenbloc, our ultra-
low carbon concrete blocks.
Products: Quicklime, Slaked
Lime
Products: Quicklime, Slaked
Lime
Products: GCC, PCC, Quicklime,
slaked lime, limestone powder
Products: Quicklime, Slaked
Lime, Limestone Powder
Products: Agrilime, Fodder,
Quicklime
The chemical industry uses
limestone-based products in
the neutralisation and cleaning
of process and waste waters,
and as raw material and filler
in various chemical processes.
For example, both limestone
products and slaked lime are
needed in order to produce
the calcium chloride spread
on roads to reduce dust and
slipperiness.
The fertility of a soil is directly
proportional to its lime content.
Most field and garden plants
need lime as nutrition as well as
an absorbent of other nutrients.
By improving plants’ ability
to absorb nutrients, Nordkalk
products efficiently reduce the
nutrient discharge into the water
systems.
To remove impurities from
ores, quicklime is added and
the mixture is melted at high
temperatures. The silicates bond
with the lime to form a liquid
called slag, which is immiscible
with the molten metal. This slag,
which is full of impurities, can
be easily drained out, leaving
behind the purified metal.
It is used to make calcium
supplements. Inside the human
body, calcium oxide reacts with
water to form calcium hydroxide
which later breaks down into
calcium and hydroxyl ions to be
absorbed by the body.
Lime products are used e.g.
at steel mills and treatment
plants for the neutralisation of
different acid baths and the
precipitation of metals. When
the precipitation is done right
at the start of the process,
harmful heavy metals will not
end up in the water ways or in
the municipal water treatment
plant’s sludge to impede the
recycling of the sludge.
Quicklime plays a central role in
the closed chemical circulation
of a modern pulp mill. Thanks
to lime, the chemicals used
in the cooking process can
be circulated in a pulp mill’s
recycling line, which decreases
the environmental impact.
Pure and homogeneous lime
and reliable deliveries are
expected from lime suppliers as
momentary peaks in the volume
requirement can be significant.
The paper and cardboard
industries use lime-based
coating pigments and fillers
such as GCC (Ground Calcium
Carbonate). GCC is made from
concentrated and fine-ground
calcium carbonate and used
to make fine paper, cardboard
packaging and pulp-based
paper.
Calcium Carbonate, quicklime
and hydrated lime can all be
used to adjust the pH of soils
to give optimum growing
conditions and hence improve
crop yields. The use of
quicklime, hydrated lime and/
or blends of these with Calcium
Carbonate will help to speed pH
adjustment which can help to
treat conditions.
Lime has a beneficial effect
on soil; it neutralizes harmful
acids and restores the humus,
making the soil more fertile.
Both calcium carbonate and
quicklime are used as soil
quality enhancers. The forestry
sector relies on lime to combat
the effects of acid rain.
Although widely known as Soil
Stabilisation, there are a number
of distinct processes which can
be carried out by the addition
of quicklime to waterlogged,
clay bearing or contaminated
land. Improvement is the first
process step, which is the
drying out of water bearing
material by the heat generating
reaction with quicklime, this also
converts some of the free water
to hydrated lime. Using this
process, it is possible to convert
an unworkable site into a solid
working platform providing
a base for construction
development, or alternatively as
a potential area for agricultural
use.
40
41
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC STRATEGIC REPORT
Lime as an Essential Product
Sugar
Sugar manufacturers use lime in order
to precipitate out impurities from beet
and sugar cane extracts. It is also
used to neutralise the odours which
are generated from washing and
transport.
Plastics
Lime improves plastic strength and
appearance, and is also used during
the manufacturing process.
Paper
Used in the manufacturing process of
pulp and paper, lime helps produce
high quality paper by improving
whiteness, opacity and texture.
Glass
Limestone and lime are widely
used as raw materials in the glass
industry as it provides strength
and transparency while being cost
effective.
Plaster
Thanks to their physical structure
and vapour permeability, lime based
plasters help to provide a comfortable
and healthy indoor climate.
Aluminium
Lime can be used as a lubricant in
continuous casting, a production
process used for materials based
on different types of metals, such as
aluminium.
Soil stabilisation
Using lime in soil stabilisation is very resource
efficient, as it allows to transform unsuitable
soils into solid working platforms and creates
a sustainable base for roads and civil
engineering projects.
Asphalt
Using lime in asphalt mixes extends pavement
life as it increases the resistance to moisture
damage, frost impact, fatigue, rutting, and
chemical ageing.
Agriculture
Lime is used to adjust the pH of soils to
give optimum growing conditions and
hence improve crop yields. Lime also has a
beneficial effect on soil; it neutralises harmful
acids and restores the humus, making the soil
more fertile.
Process Water Treatment
Lime is used for the neutralisation and
purification of industrial water by adjusting the
pH and removing heavy metals, so that the
water can return to circulation. Lime is used
to treat process water for power plants, paper
mills and steel plants.
Flue Gas Purification
Lime is essential to the purification of flue
gases from combustion and industrial
processes. Lime products neutralise acidic
gases and allow them to be captured and
recycled. Every year thanks to lime, millions
of tonnes of acidic pollutants are removed
from exhaust gases of power plants, waste-to-
energy plants and industrials plants, helping to
improve air quality.
Iron & Steel
Lime is used as fluxing agent in iron ore
preparation, and to remove impurities in
Blast Furnaces, Basic Oxygen Furnaces
and Electric Arc Furnaces, as well as in the
secondary refining. Lime helps to protect the
refractory materials in the furnaces.
Limestone is a sedimentary rock that formed
millions of years ago as the result of the
accumulation of shell, coral, algae, and
other ocean debris. Lime is produced when
limestone is subjected to extreme heat,
changing calcium carbonate to calcium oxide.
42
43
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLCDID YOU KNOW?DID YOU KNOW?LIME VS. LIMESTONELIME VS. LIMESTONE STRATEGIC REPORT
The Group 2021 Proforma Revenue
BY GEOGRAPHY
Finland...........................................29%
UK & Channel Islands.....................26%
Benelux..........................................16%
Sweden..........................................13%
Poland............................................12%
Baltics..............................................3%
Others..............................................2%
BY INDUSTRY
Construction..................................55%
Pulp, paper & board.......................15%
Metals & Mining..............................10%
Agriculture........................................8%
Environment.....................................6%
Chemical..........................................4%
Other................................................2%
BY PRODUCT TYPE
High-grade Limestone....................20%
Quicklime.......................................18%
Aggregates.....................................17%
R-Mix & Concrete Products............16%
13%
26%
12%
29%
-
6%
15%
55%
11%
16%
2%
3%
16%
10%
2%
8%
4%
10%
5%
17%
Dimension Stone............................11%
18%
Contract Services...........................10%
Other................................................5%
20%
44
Nordkalk, Pargas
Invest, Improve, Integrate and InnovateSigmaRoc PLC Financial
Review
Macro Conditions in the Market
EBITDA Margin Analysis
Company Timeline
Key Measures & Statistics
Ronez, Jersey
47
50
52
54
STRATEGIC REPORT
Macro Conditions in the Market
Over the next two pages, we give you a perspective on some of the macro conditions in the jurisdiction the Group
operates in. The last half of 2021 has generated unprecendented moves in all key statistics; moves are increases
that have worsened since. The Group is extremely focused on managing these cost increases through contractual
mechanism, hedging strategies and dynamic pricing.
GDP GROWTH
GDP Growth Rate per semester per Country (%)
INFLATION
Inflation Rate per semester per Country (%)
SWEDEN
-2.05
FINLAND
-1.95
POLAND
-2.00
ESTONIA
-2.15
UK
BELGIUM
-4.00
4.76
5.44
3.35
*
4.20
5.20
*
5.63
0.52
0.52
0.52
0.98
0.98
0.98
3.02
3.02
3.02
0.19
0.19
0.19
1.07
1.07
1.07
1.68
1.68
1.68
0.43
0.43
0.43
2.72
2.72
2.72
4.13
4.13
4.13
-0.03
-0.03
-0.03
8.55
*
8.60
3.17
3.17
3.17
6.79
6.79
6.79
9.55
0.09
0.09
0.09
2.20
1.00
2.11
2.11
2.11
3.41
3.41
3.41
-0.25
-0.25
-0.25
7.55
1.21
1.21
1.21
5.25
3.11
3.11
3.11
*GDP Growth Rate as of Q3 2021
Sources: The Gobal Economy; National Banks of Belgium
Statistics
Sources: Statistics Sweden; Statista; Inflation.eu; ONS; Trading
Economics
47
H2 2020H2 2020H2 2020H2 2020H2 2020H2 2020H1 2021H1 2021H1 2021H1 2021H1 2021H1 2021H2 2021H2 2021H2 2021H2 2021H2 2021H2 2021Invest, Improve, Integrate and InnovateSigmaRoc PLCH2 2020H2 2020H2 2020H2 2020H2 2020H2 2020H1 2021H1 2021H1 2021H1 2021H1 2021H1 2021H2 2021H2 2021H2 2021H2 2021H2 2021H2 2021 STRATEGIC REPORT
Macro Conditions in the Market CONTINUED
ELECTRICITY
Monthly electricity prices on average per semester (€/MWh)
NATURAL GAS
Average Natural Gas Price (TFAc1) per semester (€)1
SWEDEN
25.465
42.292
FINLAND
32.757
47.593
POLAND
61.340
64.140
89.397
96.725
113.130
119.708
ESTONIA
39.117
53.325
52.355
80.556
UK
BELGIUM
195.842
Sources: Ember; CWAPE
COAL
Average Coal Price (ATWMc1) per semester (€/ton)
44.058
64.297
1In Q1’2022, coal price (ATWMc1) reached 334.425€.
Source: The Ice
48
+66%
+111%
+45%
+103%
+5%
+76%
+36%
+124%
+53%
+143%
257.71
280.429
+9%
345.754
+23%
+46%
138.748
+116%
13.147
22.893
1In Q1’2022, Natural Gas price (TFAc1) reached 87.49€.
Source: The Ice
69.433
+74%
+203%
49
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLCH2 2020H2 2020H2 2020H2 2020H2 2020H2 2020H2 2020H1 2021H1 2021H1 2021H1 2021H1 2021H1 2021H1 2021H2 2021H2 2021H2 2021H2 2021H2 2021H2 2021H2 2021H2 2020H1 2021H2 2021Image: Nordkalk, Lohja STRATEGIC REPORT
EBITDA Margin Analysis
IMPACT OF COST PASS-THROUGH ON MARGINS
£272M
£49M
18.1%
£242M
20.4%
i
n
g
r
a
m
I
A
D
T
B
E
1
2
0
2
1
2
0
2
A
D
T
B
E
I
1
2
Y
F
e
u
n
e
v
e
R
y
g
r
e
n
E
s
n
o
b
r
a
c
o
r
d
y
H
l
s
a
i
r
e
t
a
M
t
h
g
e
r
F
i
1
2
0
2
Y
F
e
u
n
e
v
e
r
t
e
n
i
n
g
r
a
m
t
e
n
I
A
D
T
B
E
1
2
0
2
INFLATION OF OUR TOP-LINE DUE TO:
─ Significant increase in electricity, coal and gas prices in Q4 across Europe & the UK which were dealt with
through 3 methods: hedging, contractual mechanism and dynamic pricing.
─ Substantial freight & distribution cost pressures, particularly in the UK where driver availability was an issue.
─ Higher prices paid for production materials such as cementitious products.
─ Increased cost of bitumen and carbon credits.
50
Ronez, Jersey
Invest, Improve, Integrate and InnovateSigmaRoc PLC
STRATEGIC REPORT
Company Timeline
Q1 2017
RONEZ & SIGMAGSY
9.0x
Q4 2017
POUNDFIELD
6.8x
Q4 2019
CUVELIER &
CARRIERES DU
HAINAUT
6.8x
Q1 2021
Q4 2021
B-MIX & CASTERS
3.94x
JOHNSTON QUARRY
GROUP
7.6x
Q3 2016
Q4 2017
Q1 2019
SIGMAROC CREATION
ALLEN CONCRETE
6.25x
CHESHIRE CONCRETE
PRODUCTS
5.85x
Q3 2020
Harries
7.6x
Q3 2021
NORDKALK
7.4x
UNDERLYING EBITDA
£3.65m
PRO FORMA FY 2016
TURNOVER
£24m
RONEZ PRO FORMA FY 2016
£83.4m
PRO FORMA FY2020
87%
PRO FORMA CAGR
£376m*
PRO FORMA FY2020
69%
PRO FORMA CAGR
52
*2020 SigmaRoc actual turnover and Nordkalk actual turnover (Note: Nordkalk was bought in Q3 2021)
53
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC STRATEGIC REPORT
Key Measures and Statistics
FINANCIAL PERFORMANCE
YoY REVENUE GROWTH
(million GBP)
YoY EBITDA GROWTH
(million GBP)
£27M
£41M
£71M
£124M
+52%
+71%
+77%
£6M
£10M
£15M
£24M
+79%
+48%
+64%
ASSETS
TOTAL ASSETS
(million GBP)
£82M
£84M
£208M
£257M
RESERVES AND RESOURCES
(tonnes)
+3%
+147%
+24%
9.4M
13.3M
378.5M
374.5M
+40%
+2781%
-1%
£272M
+119%
£49M
+106%
£769M
+199%
1,335.1M
+263%
YoY UNDERLYING EBITDA MARGIN
(%)
YoY EPS
(pence)
OPERATIONAL SITES
PERSONNEL (average)
20%
2.0
24%
+17%
21%
-13%
19%
18%
-7%
-6%
3.8
4.2
4.5
+90%
+10%
+7%
6
10
30
31
+67%
+200%
+3%
260
256
717
942
-2%
+180%
+31%
5.4
+19%
76
+145%
1,865
+98%
YoY ADJUSTED LEVERAGE RATIO
-
54
1.63x
1.69x
2.07x
+27%
-18%
+11%
1.88x
Throughout 2021, the Group delivered a very solid operating performance, despite challenging conditions, with
volumes of all materials sold across the Group in line or ahead of 2020. Deliveries to residential construction
and certain industrial applications at Nordkalk saw good year on year volume growth. Overall, on a like-for-like
basis, the value of upstream quarried materials sold increased by 2%. Value added products sales increased by
14%, with value added services increasing by 16%. These figures include the Nordkalk business and considering
SigmaRoc pre-Nordkalk acquisition, the evolution is similar with total revenue increasing by 15% on a like-for-like
basis.
With four acquisitions in the year, including our largest to date, the creation of a strategically important JV with
Carrières du Boulonnais and the launch of our Greenbloc technology, we have laid the foundations for the next
phase of the Group’s evolution. These actions helped to deliver significant increases in: revenue to £272.0 million,
up 119% year on year; Underlying EBITDA to £49.3 million, up 106% year on year; and Underlying EPS to 5.37
pence, up 19% year on year.
55
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC201720172017201720172019201920192019201920182018201820182018202020202020202020202021202120212021202120172017201720172019201920192019201820182018201820202020202020202021202120212021 STRATEGIC REPORT
Key Measures and Statistics CONTINUED
VOLUMES
AGGREGATES
(thousand tonnes)
DIMENSION STONE
(cubic metres)
230
239
1,783
3,111
+4%
+646%
+74%
6,350
+104%
-
150
970
+526%
83,279
+8486%
94,232
+13%
ASPHALT & ASPHALT LAID
(tonnes)
READY-MIX & CONCRETE PRODUCTS
(tonnes)
51,500
56,700
70,311
+10%
123,025
234,107
+313%
229,396
-2%
256,800
+12%
201,421
223,784
+75%
+64%
+11%
364,515
+63%
QUICKLIME
(tonnes)
HIGH-GRADE LIMESTONE
(tonnes)
-
-
-
-
56
-
-
-
-
274,984
859,484
Harries, Bolton Hill
57
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC201720172017201720172017201920192019201920192019201820182018201820182018202020202020202020202020202120212021202120212021 Our
Platforms
STRATEGIC REPORT
Platforms
NORDKALK
Nordkalk is the leading company providing
limestone-based products and solutions in Northern
Europe. Delivering essential raw material to
numerous industries and focusing on sustainable
solutions, Nordkalk helps our customers reduce
their environmental impact. The company’s
solutions contribute to clean air and water as well
as the productivity of agricultural land. With over
820 employees and a rich history spanning over a
century, the Nordkalk platform consists of more than
30 locations across 10 countries.
Limestone is found in many products: it is an
essential input used in numerous industries including
construction, agriculture, environmental protection,
chemicals, metals & mining and pulp & paper. In
addition to the traditional segments served since
inception, the Company keeps opening new frontiers
through innovative applications. Circular economy
products comprise 13% of Nordkalk’s sales volumes
and the Company aims at increasing this number.
Nordkalk has a long history of using its by-products
which results in its material efficiency being more
than 90% and rising.
Platform Highlights
─ Continued improvement of the Health & Safety
situation. 40% less accidents which resulted in
sick leave.
─ Acquisition by and integration into SigmaRoc.
─ New permit extension for the Klinthagen quarry
operation on Gotland, Sweden.
─ Significant contract with Swedish cement
producer Cementa to supply cement stone to
their largest plant in Sweden.
─ Continued productivity improvement.
Nordkalk
Bluestone
Harries & Johnston Quarry Group
Ronez
PPG
Benelux
Nordkalk, Pargas
59
62
64
66
68
70
─
PAUL GUSTAVSSON
ExCo Nordkalk
Paul joined Nordkalk as CEO in 2019. Prior to joining Nordkalk, Paul was
CEO of Britax from 2015-2018. From 1999-2015 Paul held several senior
management positions at Volvo Cars.
He holds a degree in Sc. Industrial Engineering & Management from Chalmers
University of Technology in Gothenburg, Sweden.
59
Invest, Improve, Integrate and InnovateSigmaRoc PLC STRATEGIC REPORT
Platforms CONTINUED
QUARRYING & MINING
19 ACTIVE LIMESTONE QUARRIES
IN 6 COUNTRIES (4 DORMANT)
TOTAL PROVEN RESERVE BASE
OF 262MT
LIMESTONE
QUICKLIME
GCC
GRINDED
CRUSHED
PULP, PAPER,
BOARD &
CHEMICAL
METALS &
MINING
AGRICULTURE
&
ENVIRONMENT
INDUSTRIES
CONSTRUCTION
PAPER &
BOARD GCC
60
Nordkalk, Lappeenranta
61
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLCImage: Nordkalk, Limestone STRATEGIC REPORT
Platforms CONTINUED
BLUESTONE | PREVIOUSLY DIMENSION STONE
Platform Highlights
Safety: High focus has been put on training and
sensibilisation of line management concerning risk
awareness, safety procedures implementation,
leadership and safety conversations with the
objective of increasing safety awareness on worksites
and improving safety behaviour of our workforce.
Environment: Increased our solar energy capacity to 4
million kWh per year which equates to approximately
30% of CDH annual energy consumption.
Performance: CDH managed to maintain sales
volumes at historically high levels. Increased
volumes applied to all product segments and main
geographic markets. Bluestone was specifically used
for the BNP Paribas Fortis headquarters in Brussels,
KaDeWe store in Berlin, Intensa Sao Paolo bank in
Luxembourg and modernisation project for the city
centre of Charleroi.
Operations: In April 2021 we took control of
aggregates production activities from Holcim in
Soignies and created the new Benelux platform
with shared service centre for administrative
and support activities across both platforms. In
August 2021 the extraction permit to operate in the
extended area of the quarry was granted by the
Walloon region. The permit allows CDH to extract
limestone in an additional area of 116 hectares, build
a new aggregates plant and associated operational
buildings. The permit enables CDH to quarry an extra
15 million cubic metres of dimension stone and 140
million cubic metres of aggregate and guarantees
further production activity for an estimated additional
60 year period.
CDH is the world’s largest producer of Belgian
blue limestone. CDH presently produces around
900,000 square metres of high quality Belgian
Bluestone per year, a high-grade dimension stone
produced exclusively in Belgium under European
protected status. Belgian bluestone can be found
in infrastructure and residential projects across the
globe.
Our Dimension Stone platform is well positioned with
reserves and resources of over 150 million tonnes of
construction aggregates and over 28,000,000M3 of
high quality Belgian Bluestone. The business employs
over 420 people and has a proud history, dating back
130 years.
Due to its high quality and distinctive characteristics,
Bluestone is a Global Heritage Resource and a
sought after product that travels worldwide (unlike
most aggregate products). Bluestone can be used in
residential, commercial and infrastructure projects, as
well as for architectural and cosmetic applications.
─
CHRISTOPHE HUYGHEBAERT
ExCo Bluestone
The Managing Director of CDH is Christophe Huyghebaert, who joined
SigmaRoc in 2021 to manage the Existing Group’s dimension stone platform.
Prior to joining SigmaRoc, Christophe worked for Heidelbergcement Benelux.
He has held different management positions in cement, aggregates and
concrete operations.
62
Carrières du Hainaut, Soignies
63
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC STRATEGIC REPORT
Platforms CONTINUED
HARRIES & JOHNSTON QUARRY GROUP
Platform Highlight
─ Increased sales by 12% and improved EBITDA
margin by 31%.
─ Committed to investment of circa £1.8M on new
equipment and site improvements.
─ Developed a self-compacting concrete mix and
commenced supply of the new product.
─ Became one of the first companies approved
to produce and lay the new Welsh Government
Dragon Mix, SMA surfacing material.
Harries is the cornerstone for SigmaRoc’s South
Wales platform. With 100% ownership completed in
September 2020, we now have a significant footprint
in the region with opportunities to expand the
businesses organically and acquisitively. Nick Cleary
has been appointed as General Manager of Harries;
Nick was previously MD of Galliford Try Highways and
Operations Director Alun Griffiths.
Harries is one of Wales’ largest independent suppliers
of aggregates. Based in West Wales, it operates out
of six granite and limestone quarries; incorporating
three asphalt plants, eight concrete plants, and a
wharf operation, as well as a civil engineering division
delivering significant infrastructure projects.
Together with Johnston Quarry Group, Harries will be
part of a new platform, where a new ExCo member
will be appointed.
─
DEAN MASEFIELD
Deputy CFO/Director of IR
“With the acquisition of JQG, it only made sense to create a new
platform together with Harries. We are confident that this expanded
offering across Southern England will deliver further synergies and
growth, and we look forward to the prospect of appointing a new
ExCo member.”
64
65
Harries, Bolton Hill
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
STRATEGIC REPORT
Platforms CONTINUED
CHANNEL ISLANDS
Platform Highlights
The 2021 performance of the Channel Islands
Platform was again very strong, with the consistent
annual growth in EBITDA and net profit that has
been the uninterrupted trend since the SigmaRoc
acquisition, once again being delivered. Our markets
in Jersey were very strong coming into 2021, with
both housing and infrastructure projects underpinning
demand. In Guernsey our business benefited from
improved confidence in housing and commercial
sectors, which stimulated investment as the Island
emerged from the restrictions of COVID-19.
The benefits of recent capital investment in plant
& equipment were consolidated into the financial
performance, with improved operational efficiency
and reduced operating costs being particularly
strong in quarrying activities and Ready-mixed
Concrete production and distribution. There was also
a significant contribution from our cement carrier,
the MV Ronez, where the flexible nature of the ship
allowed benefits to be gained from a strong cement
import market in the UK.
The long-term outlook for Ronez was strengthened by
the approval for the Jersey quarry extension, which
will give over 2 million tonnes of additional reserves.
Development of the new working area commenced
in Q4 with extraction starting in 2022. The quarry
reserve outlook in Guernsey is also improved, with
the Government of the Island approving a strategy
for local mineral exploitation for the long term,
rather than importation, which paves the way for the
planning application to develop our new quarry with
reserves and resources of 4 million tonnes.
With population growth and ageing housing stock
fuelling strong demand for both social and private
housing developments, the outlook for this sector
remains very positive. There is also an encouraging
pipeline of infrastructure, commercial and educational
projects, which Ronez is well placed to benefit from.
Ronez’s operations supply the Channel Islands with
aggregates, ready-mixed concrete, asphalt and
precast concrete products and services. Operating
out of multiple sites across Jersey and Guernsey
with satellite offerings on other islands, Ronez
offers a full range of high-quality construction
products and services. The creation of a shipping
division, SigmaGsy, by SigmaRoc upon acquisition
of Ronez has helped with transporting dry-bulk
materials to and from our own sites as well as third
party sites in the UK and Europe, resulting in higher
profits and operational efficiency.
─
MIKE OSBORNE
ExCo Channel Island
Mike Osborne is the Managing Director of the Channel Islands platform,
having previously been Managing Director from 2007 until the company
was acquired by SigmaRoc in 2017, and has been responsible for Ronez’s
strategic direction and operational management.
66
Ronez, Jersey
Invest, Improve, Integrate and InnovateSigmaRoc PLC STRATEGIC REPORT
Platforms CONTINUED
PPG
Platform Highlights
2021 saw PPG launch Greenbloc, an ultra-low carbon
concrete (ULCC) alternative to traditional cement-
based concrete products, which was designed to
help reduce the construction industry’s dependency
upon cement – the world’s third highest source
of man-made CO2 – a key ingredient in concrete
manufacturing.
In May 2021 we announced our intention to offer a
Greenbloc alternative for every product within our
portfolio which followed the first ever cement-free
alternative to Ordinary Portland Cement (OPC) blocks
which we launched in February 2021.
Our aim is simple. The market is changing and
understands the need to acknowledge, address and
action a tangible approach to decarbonisation within
the build environment. We want to give architects,
contractors and specifiers the choice of using a
Greenbloc alternative to traditional concrete products.
In the autumn we unveiled a strategic collaboration
with hard landscaping and construction materials
manufacturer, Marshalls PLC, to work on ultra-low
carbon technology. Sharing learnings to date and
utilising both current technologies while working
together to develop new methods of production is the
shared goal of this new collaboration.
The development of Greenbloc has reaffirmed our
commitment to invest, improve, integrate & innovate
to help create a sustainable future for construction
industry.
PPG is a platform of companies managed by
Michael Roddy specialising in manufacturing precast
concrete products and blocks. The platform includes
Allen Concrete, Poundfield Products and Cheshire
Concrete Products. With a triangulation of bases in
London, on the East Coast and in the North West,
PPG supply a wide and diverse range of industries
ranging from house builders and farmers to national
sea defence projects and international contractors,
both directly and through merchants. The PPG
companies are some of the most experienced and
innovative in their industry; some operating for over
70 years, while others own a significant number of
patents and licences.
─
MICHAEL RODDY
ExCo PPG
With over 20 years’ experience working within the construction supply
chain, Michael has been ExCo of SigmaRoc’s Precast Products Group (PPG)
platform since December 2017, during which time he has overseen the
acquisition and integration of all platform entities.
Leading the development of the Greenbloc portfolio of ultra-low carbon
concrete products, expanding the UK footprint of businesses and
penetrating the European market are key objectives within his role.
Michael holds an MBA from Robert Gordon University and a bachelor’s
degree in Business from Dublin Institute of Technology.
68
69
CCP, Llay
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC STRATEGIC REPORT
Platforms CONTINUED
BENELUX
Platform Highlights
In addition to formally establishing the Benelux
platform in March 2021 and then expanding its
footprint via the acquisitions of B-Mix & Casters
shortly thereafter, the highlight for Benelux was
signing of the joint venture agreement with CdB in
June 2021 whereby CdB became a 25% shareholder
in GduH. This strategic partnership will support
GduH from a financial and technical perspective
and materially increase GduH’s market presence in
Benelux and Northern France.
More specifically as part of the joint venture
agreement, CdB agreed to co-fund the new crushing
and screening installations planned to be built by
2024 at GduH’s aggregates operations at CDH. CdB
will also lend its vast technical expertise in the sector
to optimally setup the new installations and their
product offerings.
A further highlight for the newly established Benelux
platform was the integration of the Genk (ex Casters)
site into B-Mix, now operating from two sites under
the B-Mix brand thereby creating the market leader in
the Limburg region.
Following the Group taking-over of all of
LafargeHolcim’s production installations located
at CDH during April 2021, shortly followed by the
acquisitions of the B-Mix and Casters businesses in
Belgium, SigmaRoc created the Granulats du Hainaut
aggregates brand and separated its European
heavy-side materials (dimension stone) operations
into two separate platforms. CDH continued as a
Europe wide dimension stone platform and a new,
integrated, concrete and construction aggregates
Benelux platform was created, including the GduH,
Stone Holdings, B-Mix and Casters businesses.
There are 199.9Mt of aggregate reserves and 15.3Mt
of aggregate resources attributable to the Benelux
platform, in addition to the CDH bluestone reserves &
resources.
The Benelux platform produces over 2 million tonnes
of aggregates and over 250,000 m3 of concrete,
servicing the Hainaut, Liege and Limburg Market. Our
aggregate products supply a range of partners and
construction companies with products for concrete,
sea defence work and riverbank fortification.
The Benelux platform is overseen by Emmanuel
Maes, who joined SigmaRoc in 2019. Previously
Emmanuel served as CEO of Group De Cloedt a
Belgian company specialising in dredging, production
and commercialisation of sand, gravel and hardstone
(2004-2018), building the business from €40 million to
€240 million annual turnover, through organic growth
and acquisitions.
70
─
DIRK DE LEUS
ExCo Benelux as of April 2022
Dirk De Leus has over 30 years of experience in the construction industry in
the aggregates, ready-mix concrete (General Manager Interbeton) and cement
markets in Belgium. (General manager of Cemminerals).
Dirk will join SigmaRoc as of April 19th 2022 as ExCo of the Benelux platform.
He will oversee, integrate, and streamline all the ready-mix and aggregate
businesses in the Benelux, actual and future.
His main priorities are to grow the business, to professionalize and to make our
Benelux business more sustainable.
Dirk holds a degree of commercial engineer of the University of Leuven.
Granulats du Hainaut, Soignies
71
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
Audit Committee
The Audit Committee ensures independent oversight
of the Board who considers risks and opportunities
when setting and reviewing strategy, major plans of
action, policies, annual budgets, and business plans.
It further considers matters when setting performance
objectives, monitoring Group performance, and
reviewing and approving major projects, capital
expenditures and acquisitions.
Risk Representative
To ensure the Board can monitor and oversee
progress against goals and targets, Charles Trigg
(CTO) has been appointed to lead risk at a group
level. He works with each platform with regards
to ongoing identification of risks, opportunities
and potential impacts on the business as well as
reviewing performance metrics and targets and
ensuring overall continual improvement. Charles
will then liaise with the Board and any relevant
committees so that the Board is continually
updated with regards to climate-related risks and
opportunities as well as overall ESG matters.
Senior Management Team
The Group is set up as discrete operational platforms
with each platform having its own management
team. As such each platform Managing Director is
responsible for assessing and managing risks and
opportunities for their respective platform. Platform
Managing Directors and Chief Officers meet monthly
to ensure that Group objectives are met as well as
ensuring local risks and opportunities are recognised
and managed.
STRATEGIC REPORT
Risk
When identifying and assessing risks including ESG
and climate-related risks, the Group’s risk appetite
is reviewed annually and approved by the Board in
order to guide management. The Board defines the
level of risk the Group is willing to accept in pursuit of
its strategy which also incorporates ESG risks.
Risks are identified and assessed both at a platform
level and at a group level. Directors and Senior
Management teams identify and assess risks and
opportunities for each of their respective businesses
and areas. This ensures each platform can focus on
what is important to them, thereby capturing nuances
so they are not lost in a global overview. This
information is then reported and discussed with the
CTO, and then assimilated and reviewed at monthly
group management meetings where local risks and
overarching group risks can continue to be identified
and assessed. The CTO also coordinates with key
subject matter experts on Investor Relations, Legal,
Safety, Carbon & Energy, Environment, and Systems.
Risks identified are assessed based on aspects
such as consequence, impact, likelihood, inter
dependencies, and associated timeframes (short-,
medium-, and long-term time horizons) as well as
their drivers such as Political, Operational, Economic,
Technical.
When assessing the potential size and scope of risks
and opportunities; input from industry governing
bodies (who are in regular contact with government
and associated agencies) as well inputs from our
large shareholders and other stakeholders are used
in addition to our usual assessment and prioritisation
techniques. These included analysis of probability
and impact, risk frequency, and risk urgency. Where
necessary these are then modelled with scenario and
sensitivity parameters to help assess both size and
scope.
Board
The Board is responsible for the risk management
and internal control and for reviewing effectiveness,
with specific oversight of Code of Conduct, ESG risks
and climate-related matters. These have a dedicated
agenda item at Board meetings with the Board
meeting at least four times per year. The Executive
Board members also ensure these topics have a
dedicated agenda item at the monthly management
meetings. The Executive members are charged with
overall delivery whilst the Non-Executives challenge
and give oversight and governance.
Charles
Trigg
Chief Technical Officer
RISK
DESCRIPTION
MITIGATION
Competition &
Margins
Increase in costs or prices; reliance
on key suppliers and key customers,
including national merchants, could
impact supply and profitability.
Economic and
political
A number of existing competitors
compete on range, price, quality
and service. Potential new low-cost
competitors may be attracted into the
market through increased demand.
The Group is dependent on the level of
activity in its end markets. Accordingly,
it is susceptible to economic downturn,
the impact of Government policy,
interest rates and any political
and economic uncertainty, such
as COVID-19.
Difficult economic conditions could
also increase our exposure to credit
risk from our customers.
Operate a strategic purchasing plan to minimise key supplier
risks, notably in cement and bitumen.
Seek to offset rising commodity prices through our product
pricing strategy and hedging programmes.
Maintain a diverse customer and project base focuses on
quality, service, reliability continuing focus on new product
development.
Operate a decentralised model matching focus of
independents and new entrants.
The Group has a strong focus on operational gearing,
allowing it to be flexible during economically disruptive
events.
The Group has a diverse product portfolio across multiple
end markets and jurisdictions.
The Group’s relationship with suppliers and customers
allow for management of risk including credit risk and where
necessary credit risk insurance is sourced.
72
73
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
STRATEGIC REPORT
Risk CONTINUED
RISK
DESCRIPTION
MITIGATION
RISK
DESCRIPTION
MITIGATION
Environment &
Climate Change
Operational impact on the environment
or the effects of climate change
could expose the Group to regulatory
breaches, significant disruption,
reputational risk or a reduction in
demand for our products.
Committed to reducing level of carbon emissions, reuse
and recycling schemes and implementation of sustainability
initiatives.
Under SECR the Group has committed to monitoring all of its
operations, not just the UK, through an independent external
organisation.
Finance,
Liquidity and
Currency
Foreign exchange risk: As the Group
transacts in currencies other than
Sterling, exchange rate fluctuations
may adversely impact the Group’s
results.
Credit risk: Through its customers, the
Group is exposed to a counterparty
risk that accounts receivable will not be
settled leading to a financial loss to the
Group.
Liquidity risk: Insufficient funds could
result in the Group being unable to
fund its operations or to continue
to invest organically or to undertake
acquisitions.
Interest rate risk: Movements in
interest rates could adversely impact
the Group and result in higher financing
payments to service debt.
Management, training and control systems are in place to
prevent environmental incidents.
Promotion of EMS and ISO14001 accreditation of which
currently 50% of our businesses have and 75% will have by
H1 2022.
Foreign exchange risk: The Group undertakes limited
foreign exchange transactions as it sells domestically or in
domestic currency with largely local input costs. Some M&A,
Opex and Capex requires foreign exchange purchases and
management considers foreign exchange hedging strategies
where significant exposures may arise.
Credit risk: Customer credit risk is managed by each
subsidiary. The Group principally manages credit risk through
management of customer credit limits. The credit limits are
set for each customer based on the creditworthiness of the
customer and the anticipated levels of business activity.
These limits are initially determined when the customer
account is first set up and are regularly monitored thereafter.
Liquidity risk: Ensure sufficient funding and facilities in place
to meet any foreseeable peak in borrowing requirements and
liabilities by maintaining strong relationships with our banks
and shareholders. Internal, we continuously monitor forecasts
and cash flows to ensure that we maintain significant
headroom and have self-imposed 2 times leverage, which is
only exceeded temporarily and worked down as quickly as
possible.
Interest rate risk: The Group finances its operations through
a mixture of retained profits and bank borrowings, based on
floating rates. Interest rate fixing has been reviewed but none
have been entered into during the year or at the year end.
IT & Cyber
Disruption to the IT environment could
affect our operational performance and
lead to reputational damage, regulatory
penalties or significant financial loss.
IT support teams and service providers continue to
monitor and respond to new and expanding cyber risks
by implementing best practice in IT security management,
back-up systems and risk management software courtesy
of our cyber insurance providers.
Failure to keep up to date with
advances in technology could impact
demand and our ability to access the
market.
Exposure to developments that
lead to political, legal and regulatory
changes requiring significant changes
to Group operations which could
impact the Group’s financial results,
together with any associated negative
reputational damage.
Inadvertent failure to comply with
elements of a significantly increased
governance, legislative and regulatory
business environment.
A legal or regulatory breach could
result in disruption to operations,
financial consequence and reputational
damage.
Overpay; fail to integrate; fail to
deliver the expected returns from an
acquisition.
Legal &
Regulatory
M&A
Outdated software and hardware are updated and cloud
solutions embraced to minimise negative impacts and allow
continual operations.
Group general counsel and engagement of
external specialists to monitor legislative changes and
conduct ongoing training.
Hold appropriate business accreditations and insurances
and ensure there are compliance procedures, policies, ISO
standards and independent audit processes which seek to
ensure that regulatory and compliance procedures are fully
complied with.
Strong acquisition track record supported by our specialist
advisers and rigorous due diligence processes.
Failure to identify potential acquisitions
to sustain our growth strategy or not be
an acquirer of choice
All acquisitions are approved by the Board and all
acquisitions are subject to detailed due diligence processes
which are executed by project teams, with progress
monitored by the Board.
We have developed a management structure which facilitates
our growth strategy and, where appropriate, we make
arrangements to retain acquired senior management and
minimise negative change upon acquiring businesses.
The Board uses its networks and reputation to review wider
acquisition opportunities and our businesses are all tasked
with bringing forward potential acquisition targets for review
at Group level.
The Group has the ability to transfer some of its production
across its network of plants and is able to engage
subcontractors to reduce the impact of certain production
disruptions. In relation to supplier disruption or failure, further
third-party suppliers have been identified who can maintain
service in the event of a disruption.
The Group’s wide geographical spread mitigates this risk to
some extent and allows it to manage its production facilities
to mitigate the impact of such disruption.
Health & Safety
Failure to manage health and safety
risks could cause harm to our
employees or those around us and
expose the Group to significant
potential disruption, regulatory
breaches, liabilities and reputational
damage.
We safeguard the health and safety of employees,
contractors and others working on behalf of the
Group, with experienced health and safety professionals
who provide relevant training and help develop a strong
culture alongside the management teams; all of which is
overseen and audited by our group HSEQ director and the
support of consultants where necessary.
We are constantly improving communication and reporting
across the Group through simple and effective systems
and processes such as our HS Engagement & Monitoring
software, Visible Felt Leadership, HS Committees, back to
work and pitstops.
Operational
disruption and
key equipment
failure
A material disruption at one of the
Group’s operational sites or at one
of the Group’s suppliers’ facilities,
could prevent the Group from meeting
customer demand.
74
75
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
STRATEGIC REPORT
Risk CONTINUED
RISK
Quality
DESCRIPTION
MITIGATION
The nature of the Group’s business may
expose it to warranty claims and to
claims for product liability, construction
defects, project delay, property
damage, personal injury and other
damages. Any damage to the Group’s
brands, including through actual or
alleged issues with its products, could
harm our business, reputation and the
Group’s financial results.
The Group operates comprehensive quality control
procedures across its sites with both internal and external
audit reviews of product quality completed to ensure
conformance with internationally recognised standards. All
accredited staff undergo rigorous training programmes on
quality and the technical teams carry out regular testing of all
of our products to provide full technical data on our product
range.
Raw Materials
sourcing
& internal
resources
The Group is susceptible to significant
increases in the price of raw materials,
utilities, fuel oil and haulage costs and
decreases in availability.
Resource expansion plans developed at all sites to ensure
timely access to future materials.
The Group focuses on its multiple supplier relationships,
flexible contracts and the use of hedging instruments.
Risks exist around our ability to pass
on increased costs through price
increases to our customers.
Ensure businesses are self-sufficient with ability to increase
resources through subcontractors during peak demands.
Recruitment
and retention
Failure to recruit, develop and retain the
right people.
The Board, Nomination Committee, and senior management
teams conduct reviews and plan succession for key roles.
Failing to create a corporate culture
that is based upon ethical values and
behaviours.
The Board and the Remuneration Committee review all key
aspects of remuneration to ensure appropriate packages
are in place to assist in the attraction and retention of key
employees.
Each business has a grading and employee benefit structure
with review of incentive plans underway to give help support
long term employee commitment.
A focus on identifying internal talent and recruitment of
upcoming talent is under review to ensure succession
planning and maintain a dynamic talent pool which is
supported with development plans.
Digital and product development groups that work local and
cross business reviewing both our industry and external
offerings and opportunities.
Technology &
New Business
Models
Reduction in demand for traditional
products.
Risk of new competitors and new
substitute products appearing.
Failure to react to market
developments, including digital and
technological advances.
76
77
Poundfield, Ipswich
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
STRATEGIC REPORT
Systems and Digital Innovation Report
SigmaRoc is committed to digital transformation and
going forward will have a dedicated section in the
Annual Report on systems and digital innovation.
With digital technologies reshaping industry after
industry, we are pursuing large-scale changes in
an effort to improve the overall performance of the
Group.
2021 was a year devoted to the implementation of
a new ERP system across the PPG platform and
Harries, where digital transformations were most
needed. This challenging yet necessary change
provides real time visibility over the financial
performance of the various operations as well as
standardising and streamlining processes in the
different businesses. The product-mix and remote
locations of Harries provided the most challenges
during this implementation. As the entire Group now
runs on modern ERP systems, Group performance
reporting has become a lot easier to track on a daily,
weekly and monthly basis.
The data availability and digitalisation of parts of the
business enables SigmaRoc to develop a DataCube
at Group level aggregating all financial data to provide
senior management and the Board with bespoke
analytics. For this reason, we have started with the
design of a DataWarehouse and DataCube to be
completed in 2022. This data will be overlayed with
analytics solutions and innovative predictions models
to provide accurate and timely reporting of the
Group’s financial performance.
All of these changes and updates are part of the
innovation program we are implementing, where new
technology is being used not only in the different
production sites to make more competitive products,
but at every level in the Group. To date many tools
have been implemented and where not available
developed internally to make sure it is tailored to the
Group’s needs. A prime example of this is HighVizz,
a health and safety solution that recorded its first
full year of data collection over 2021. Further work
is conducted on cyber security and resilience of
the systems in place. As a result the Group made
progress on its journey to generate further efficiency
from its digitalisation and innovation.
This report was approved by the Board on 22 March
2022 and signed on its behalf.
Fons Vermorken
Chief Information Officer
Fons
Vermorken
Chief Information Officer
78
79
Poundfield, Ipswich
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
Chief Financial
Officer’s Report
STRATEGIC REPORT
Chief Financial Officer’s Report
I am very pleased to report a strong year financially
for the Group, during which we exceeded our own
expectations while significantly expanding our
business during a persisting global health crisis. We
formed a new platform in Benelux, acquired Nordkalk
via a reverse takeover, raised £260 million in equity
and obtained access to £305 million in debt via a
newly syndicated banking facility.
In our 2021 financial year, the Group generated
revenue of £272.0 million (2020: £124.2 million) and
Underlying EBITDA of £49.3 million (2020: £23.9
million). The Underlying profit before taxation for the
Group for the year ended 31 December 2021 was
£26.8 million (2020: £12.2 million).
The statutory loss for the Company for the year
ended 31 December 2021 before taxation amounts to
£26.3 million (2020: loss £5.8 million), which includes
£22.2 million of non-underlying expenses primarily
pertaining to extensive M&A activity undertaken by
the Company during the year.
The Board monitors the activities and performance
of the Group on a regular basis. The Board uses
financial indicators based on budget versus actual to
assess the performance of the Group. The indicators
set out below will continue to be used by the
Board to assess performance over the period to 31
December 2022.
Cash and cash equivalents
Revenue
Underlying EBITDA
Capital expenditure
2021
£’000
69,916
271,986
49,262
22,555
2020
£’000
27,452
124,231
23,896
6,452
Nordkalk, Gotland
Garth
Palmer
Chief Financial Officer
81
Invest, Improve, Integrate and InnovateSigmaRoc PLC STRATEGIC REPORT
Chief Financial Officer’s Report CONTINUED
Cash generated from operations was £29.5 million
(2020: £28.5 million) with a net increase in cash of
£42.9 million (2020 net increase of £17.5 million).
6. £1.0 million in other exceptional costs which
primarily relate to non-cash balance sheet
adjustments and COVID-19 costs.
Revenue and Underlying EBITDA exceeded
expectations and management forecasts.
Capital expenditure relates to purchase of new
plant and machinery and improvements to existing
infrastructure across the Group.
PPA
BDO UK undertook the PPA exercise required under
IFRS 3 to allocate a fair value to the acquired assets
of Harries.
The PPA process resulted in a reduction of goodwill
recorded on the Statement of Financial Position of
the Group for Harries from £6.1 million to £2 million.
The reduction was to transfer the value of goodwill
to tangible assets for land and buildings, land and
mineral reserves, intangible assets for trade name
and deferred tax assets.
Non-underlying items
The Company’s loss after taxation for 2021 amounts
to £26.3 million, of which £22.2 million relates to non-
underlying items, while the Group’s non-underlying
items totalled £29.1 million for the year. These items
relate to six categories:
1. £1.9 million amortisation of acquired assets and
adjustments to acquired assets
2. £20.1 million in exclusivity, introducer, advisor,
consulting, legal fees, accounting fees, stamp
duty, insurance and other direct costs relating
to acquisitions. During the year the Group
acquired B-Mix, Casters, Nordkalk and undertook
extensive due diligence on JQG which completed
post year-end.
3. £3.1 million legal and restructuring expenses
relating to the rebranding and alignment of all
subsidiaries across the Group.
Interest and tax
Net finance costs in the year totalled £7.0 million
(2020: £2.7 million) including associated interest,
bank finance facilities, as well as interest on finance
leases (including IFRS 16 adjustments), hire purchase
agreements.
A tax charge of £4.7 million (2020: £0.7 million) was
recognised in the year, resulting in a tax charge on
profitability generated from mineral extraction in the
Channel Islands and profits generated through the
Group’s UK, Belgium and Nordic based operations.
Earnings per share
Basic EPS for the year was a loss of 1.89 pence
(2020: profit of 2.55 pence) and Underlying basic EPS
(adjusted for the non-underlying items mentioned
above) for the year totalled 5.37 pence (2020: 4.50
pence).
Statement of financial position
Net assets at 31 December 2021 were £411.2 million
(2020: £124 million). Net assets are underpinned
by mineral resources, land & buildings and plant &
machinery assets of the Group.
Cash flow
Cash generated by operations was £29.5 million
(2020: £28.5 million). The Group spent £350.9 million
on acquisitions net of cash acquired and £22.6 million
on capital projects. The Group raised £255 million
net of fees through the issue of equity and drew net
borrowings of £138 million. The net result was a cash
inflow for the year of £42.9 million.
4. £2.3 million in share based payments relating to
grants of options.
Net debt
5. £0.7 million on unwinding of discounts on
deferred consideration payments for CDH and
CCP.
Net debt at 31 December 2021 was £164.0 million
(2020: £43.8 million), and was refinanced on 15 July
2021.
for shareholders. The Directors therefore do not
recommend the payment of a dividend for the year
(31 December 2020: nil).
Post Balance Sheet event
Post 2021 close we have conducted a series of
activities worthy of mention in this annual report.
Further information is set out in note 38.
Employee Benefits
All of our UK employees, almost 400, have been
offered both Private Medical Insurance and Group
Life Assurance. Our benefits provider commented
that the uptake of this offering from our employees
was unprecedented with many adding family
members.
SigmaRoc has also engaged Link Group to set up
a Share Incentive Plan for all UK employees, an
offering we already have in the Channel Islands. We
are continuing to investigate Share Plans for our
European operations.
This report was approved by the Board on 22 March
2022 and signed on its behalf.
Garth Palmer
Chief Financial Officer
22 March 2022
Bank facilities
In July 2021 the Company entered a new Syndicated
Senior Credit Facility of up to £305 million (the
Debt Facilities) led by Santander UK and including
several major UK and European banks. The Credit
Facility, which comprises a £205 million committed
term facility, £100 million revolving credit facility and
a further £100 million accordion option, provides
the Group with further capacity and flexibility to
support its ongoing buy-and-build strategy, as well as
reducing like-for-like borrowing costs.
The Group’s new Debt Facilities have a maturity date
of 15 July 2026 and are subject to a variable interest
rate based on SONIA/LIBOR plus a margin depending
on EBITDA. As at 31 December 2021, total undrawn
facilities available to the Group via the new Debt
Facilities amounted to approximately £200 million.
The Group’s new Debt Facilities are subject to
covenants which are tested monthly and certified
quarterly. These covenants are:
─ Group interest cover ratio set at a minimum of 4.5
times EBITDA; and
─ A maximum adjusted leverage ratio, which
is the ratio of total net debt, including further
borrowings such as deferred consideration,
to adjusted EBITDA, of 3.5x in 2021. As at 31
December 2021, the Group comfortably complied
with its bank facility covenants.
Capital Allocations
We prioritise the maintenance of a strong balance
sheet and deploy our capital responsibly, allowing
us to commit significant organic investment to our
business whilst continuing to pursue acquisitions
to accelerate our strategic development. This
conservative approach to financial management will
enable us to continue pursuing capital growth for our
shareholders.
Dividends
Subject to availability of distributable reserves,
dividends will be paid to shareholders when the
Directors believe it is appropriate and prudent to
do so. The focus of the Group at this stage of its
development will be on delivering capital growth
82
83
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
ESG
Report
STRATEGIC REPORT
Our Targets
1 | All concrete products available in low carbon and ultra-low carbon
2 | Carbon Capture Storage and utilisation trial plant operational
3 | 100% of all manufactured products can utilise waste / recycled
materials*
4 | 100% utilisation of all production materials
5 | Alternative fuels used mobile equipment
6 | 2.5% reduction in energy intensity
7 | 100% third party energy sourced from renewable means
8 | Alternative fuels used fixed equipment (e.g lime and asphalt)
9 | All kilns are carbon neutral
Targets
Roadmap to Net Zero
ESG Report
ESG Focus Areas
Breakdown of Energy Consumption and Emissions
Stakeholders Engagement
Carrières du Hainaut, Soignies
85
86
88
89
92
96
85
Invest, Improve, Integrate and InnovateSigmaRoc PLCTARGETS TO NET ZEROTARGETS TO NET ZEROImage: Nordkalk, Pargas STRATEGIC REPORT
Road Map to Net Zero
2025
All concrete products
available in low
carbon and ultra-low
carbon
2027
Carbon Capture
Storage and
utilisation trial plant
operational
100% of all
manufactured
products can utilise
waste / recycled
materials*
100% utilisation of all
production materials
2030
Alternative fuels used
in mobile equipment
2.5% reduction in
energy intensity
100% third party
energy sourced from
renewable means
As a business our overall aim is to
ensure sustainable returns to our
shareholders. As a Group we are
committed to ensuring this can be
done in a manner where we minimise
risks, seize opportunities and so that
our business continues to be strong in
the years to come.
Our focus on returns to shareholders
is through our 4i principles, all of
which are underpinned by ESG.
Shareholder returns are an output of
our inputs, which are our business
model and ESG principles
2032
Alternative fuels
used in fixed
equipment (e.g lime
and asphalt)
2038
All kilns are carbon
neutral
2040
NET
ZERO
CARBON
ENERGY INTENSITY
AND EFFICIENCY
RESOURCE UTILISATION
AND CIRCULAR ECONOMY
*where industry specifications allow for it
86
87
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLCCO2CO2CO2CO2 STRATEGIC REPORT
ESG Report
STRATEGIC REPORT
ESG Focus Areas
SigmaRoc has and will always be committed to
the principles of ESG. As per our 2020 Annual
report, following further work, we have formally
aligned to both TCFD and SASB. Whilst TCFD
recommendations serve as a global foundation
for effective climate-related disclosures, the SASB
standards will be used to collect, structure, and
effectively disclose related performance data for
the material, climate-related risks and opportunities
identified. SASB standards represent a clear solution
to TCFD implementation, and areas of future focus
are well-established in the market. SASB rigorously
developed TCFD-aligned reporting tools, and support
the implementation of the recommendations and the
11 associated disclosures in a way that is both cost-
effective and useful for all stakeholders.
The TCFD standards set out recommended
disclosures structured under four core elements of
how companies operate:
─ Governance – The organisation’s governance
around climate-related risks and opportunities
─ Strategy – The actual and potential impacts of
climate-related risks and opportunities for an
organisation’s businesses, strategy, and financial
planning
─ Risk Management – The processes used by the
organisation to identify, assess, and manage
climate-related risks; and
─ Metrics and Targets – The metrics and targets
used to assess and manage relevant climate-
related risks and opportunities.
These are supported by recommended disclosures
that build on the framework with information intended
to help investors and others understand how
reporting companies assess climate-related risks and
opportunities.
SASB provides industry-specific standards for
disclosing performance on sustainability topics
including, but not limited to climate in a comparable
manner that are reasonably likely to have a material
effect on financial performance of companies in
each industry. They will be used when assessing the
relevant disclosures under the Metrics and Targets
Pillar of the TCFD and are among the most frequently
cited tools in the TCFD’s Implementation Annex.
Environment
KEY FOCUS AREA
Social
Governance
Sustainable use of reserves and
resources
Ensure people leave work in the same
or better condition than when they
arrived
Promote QCA and Corporate
Governance Codes
Responsible use key resources
including raw material, mineral and
water
Optimise energy use and minimise
impact of our operations on the
environment
Contribute to sustainable construction
and address environmental aspects
either through product production or
use
Support the physical and mental health
of our employees and their families
Ensure proactive Board oversight and
independence of committees
Attract, train, retain and engage our
workforce
Focus on Risk Management and
mitigation, including cyber
Be a good neighbour; Source local, buy
local, sell locall, invest local
Ensure transparency on reporting on
Tax
TCFD PILLAR
RECOMMENDED DISCLOSURE
SIGMAROC SUMMARY
TARGETS
Governance
─ board’s oversight of climate-
related risks and opportunities
─ management’s role in assessing
and managing climate related risks
and opportunities
The Board has the highest level of responsibility for climate-
related issues and is supported by various committees
including the Audit Committee, which is responsible for
monitoring ESG performance.
In 2021, the board agreed a road map to developing ESG
through TCFD, SASB and development of ESG targets.
Strategy
─ Climate-related risks and
ESG is core in all of our key decision-making.
opportunities identification
─ climate-related risks and
opportunities impacts
─ resilience of the organisation’s
strategy
Both the Board and management teams review where
climate-related risks and opportunities might occur, as well
as their significance and connection to other risks.
This information allows us to challenge our strategy to ensure
it is as resilient as possible.
Risk
Management
─ identifying and assessing climate-
related risks
─ managing climate-related risks
─ integration into overall risk
management
─ climate-related metrics
─ Scope 1, Scope 2, and Scope 3
emissions.
─ climate-related targets
Metrics and
Targets
88
Climate-related risks and opportunities are identified and
managed both locally and at Group level with our CTO
coordinating all aspects.
The identification, assessment and effective management of
climate-related risks and opportunities are actively discussed
during Board and management meetings.
To ensure meaningful and appropriate metrics and targets
for our stakeholders, we are adopting SASB recommended
disclosures.
We also comply with SECR, which is independently
produced, and voluntarily expand the remit to include all our
operations, not just the UK.
Achieve Net Zero road map targets
Total injury frequency rate and harm
injury frequancy rate reduction year on
year
Formalise and implement ESG
framework and structure
Increase board diversity
HOW DID WE DO
First publication of net zero road map
Achieved both total incident and harm
incident reduction through continual
engagement and support, especially
during unprecedent global times
The Board agreed to adopt the TCFD
and SASB framework and guidelines
which been used in the creation and
disclosure of this section
Climate survey conducted that has
allowed each business to focus on key
areas
UK Employee benefits reviewed and
updated
Increased female board diversity with
the appointment of Axelle Henry
89
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
STRATEGIC REPORT
ESG Focus Areas & Health and Safety Report
Environment
FOCUS FOR 2022
Development and implementation
of solution to achieve our Net Zero
targets
Social
Governance
Focus on 3 key areas:
Collection of data for ongoing
disclosure
1. Structure & Compliance by ensuring
corrective actions properly closed out
and on time.
2. Proactive Prevention by focusing on
each businesses’ 3-5 core risks
3. Learn & Improve through
thorough investigations and timely
communication
Continue to increase diversity to
achieve >25% diversity on the board
Increase relationships with education
to promote our industry at ages where
career choices are being considered
Group Health and Safety Report
2021 saw continued focus and commitments to
Health and Safety in challenging environments
created by COVID-19 and the restrictions imposed.
Key statistics show year on year improvement; The
total event and the Harm event frequency rates both
improved 25% and 31% respectively. This was part
aided by the significant increase in positive reporting,
including Near Hits and Hazard and Risk Elimination
by >200%.
As the Group continues to grow, and which is now
operating in numerous countries across Europe, we
continue to ensure compliance with local regulation,
which is managed at a local level, whilst at the same
time integrating these businesses to align with Group
H&S standards.
As a group we have set three overarching principals
as well core aspects such as increased reporting and
event management through the use of our in-house
H&S app, Health and Safety Committees and training
through NEBOSH and IOSH:
Structured & Compliant
Proactive Prevention
Learn & Improve
1. All sites audited with identified
improvement actions.
1. 3-5 core risks with live action
plan.
2. All corrective actions properly
closed out and on time.
2. Uncontrolled Risks and hazards
(HIRE) logged and actioned.
1. Detailed investigations on all
MTI, LTI and HiPO events suing
aspects such as ICAM
2. Performance and events
communicated throughout the
business in a timely manner
The safety culture of the Group continues to have
strong focus as every new business comes with
differing approaches to safety prior to joining
SigmaRoc. Through the use of adequate tools,
including our safety app Highvizz, site improvement
and Annual Focus Plans, safety committee structures
and climate surveys we are increasing worker
engagement and delivering a positive safety culture
as these businesses become integrated. An initiative
based on football league tables has recently been
successfully trialled and saw a five-fold increase in
hazard reporting.
During 2021 we have been effective in managing the
both physical and mental health challenges posed by
COVID-19, with no apparent transmission within the
workplace observed.
TIFR
The total event frequency rates improved by 25% in 2021
141.42
158.85
+12%
-23%
-25%
121.63
90.87
Streamlined Energy and Carbon Report
(SECR)
This report is independently produced by Briar. The
Group voluntarily expands the remit to include all
operations, not just UK.
UK energy use and associated
greenhouse gas emissions
Current UK based annual energy usage and
associated annual GHG emissions are reported
pursuant to the Companies and Limited Liability
Partnerships Regulations 2018 that came into force 1
April 2019.
Organisational boundary
Energy use and associated GHG emissions are
reported across the Group as defined by the
operational control approach. This includes
operations in the UK, Channel Islands, Belgium and
across northern Europe (Estonia, Finland, Poland
& Sweden). This exceeds the minimum mandatory
requirements set out in the 2018 Regulations for
‘large quoted companies’, which only requires
reporting of UK based energy use and emissions.
Reporting period
The annual reporting period is 1 January to 31
December each year and the energy and carbon
emissions are aligned to this period. The subsidiary
company, Nordkalk, was acquired in September
2021, meaning energy and emissions are only
included for this subsidiary from this date.
Quantification and reporting methodology
The 2019 UK Government Environmental Reporting
Guidelines and the GHG Protocol Corporate
Accounting and Reporting Standard (revised edition)
were followed. Emissions calculations were based
on emission factors published in the 2021 UK
Government GHG Conversion Factors for Company
Reporting, Statistics Finland Fuel Classification 2021,
Swedish Environmental Protection Agency Emission
Factors 2022 and the latest available factors from
the Association of Issuing Bodies (2020), Jersey
Electricity (2020) and Guernsey Electricity (2020).
The report has been reviewed independently by Briar
Consulting Engineers Limited.
Electricity and gas consumption were based on
invoice records with some pro-rata and benchmark
estimations carried out to complete missing data.
Transport usage was calculated from a combination
of mileage and fuel records where possible. Transport
90
91
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC2019201820202021
STRATEGIC REPORT
Breakdown of Energy Consumption and Emissions
is not reported separately outside the UK and
Channel Islands as it is not recorded separately
and is considered immaterial for grey fleet. Gross
calorific values were used except for mileage energy
calculations as per Government GHG Conversion
Factors.
The associated emissions are divided into mandatory
and voluntary emissions according to the 2018
Regulations. For large unquoted organisations, the
2018 Regulations define mandatory emissions as
those originating in the UK coming from purchased
electricity, gas combustion and purchased fuel
for transport (including mileage expense claims).
Reporting energy and emission sources outside of
these sources is considered voluntary and reported
separately.
The emissions are further divided into their relevant
scopes as per the GHG Protocol. The scopes are
defined as:
─ Scope 1: Direct GHG emissions that occur from
sources owned or controlled by the organisation.
─ Scope 2: Indirect GHG emissions from the
generation of acquired and consumed electricity,
steam, heating or cooling.
─ Scope 3: Other indirect GHG emissions that
occur as a consequence of the organisations
activities but occur from sources not owned or
controlled by the organisation.
─ Outside of scopes: Biogenic CO2 emissions that
scope 1 impact are determined to be ‘net zero’,
since the fuel source itself absorbs an equivalent
amount of CO2 during the growth phase as the
amount of CO2 released through combustion.
Therefore, the direct CO2 emissions are reported
separately.
Breakdown of emissions associated with the reported energy use (tCO2e):
EMISSION SOURCE
Mandatory emissions:
Scope 1
Gas
Transport (company owned vehicles
Scope 2
2020
Group
Total1
£
2021
Group
Total1
£
UK
£
145
83
16,929
2,171
3,775
6,247
UK
£
51
1,472
Purchased electricity (location-based)
609
2,855
1,086
17,070
Scope 3
Transport (grey fleet)
Breakdown of energy consumption used to calculate emissions (kWh):
Total gross emissions (mandatory)
ENERGY TYPE
Mandatory Energy:
Gas
Purchased electricity
Transport fuel
Total energy (mandatory)
Voluntary energy:
Bioenergy
Coal
Oil
Generated electricity2
Total energy (voluntary)
2020
Group
Total1
£
UK
£
2021
Group
Total1
£
UK
£
Voluntary emissions:
Scope 1
Bioenergy (CH4 & N2O)
Coal
Oil
274,854
716,644
453,856
104,338,875
Process emissions
2,611,414
17,271,765
5,113,311
80,401,077
Total gross emissions (voluntary)
6,274,566
9,179,726
16,253,123
25,774,101
Total gross emissions (mandatory & voluntary)
9,160,835
27,168,136
21,820,291
210,514,054
Outside of scopes (CO2 only)
-
-
-
-
-
-
7,392,511
155,968,343
Bioenergy
Petrol/diesel biofuel content
Intensity ratio: tCO2e per million-pound turnover
17,781,282
54,968,961
36,524,685
158,166,363
Mandatory emissions only
-
940,490
-
1,906,467
Mandatory & voluntary emissions
41
2,173
-
-
4,514
-
4,514
6,687
-
11
46.4
142.9
41
78
104
5,212
5,022
40,349
-
-
-
-
14,054
9,259
0.5
52,657
41,179
-
14,054
19,226
-
30
42.0
155.1
-
135,461
9,259
229,297
14,281
269,647
-
227
67.9
193.0
2,529
251
148.3
991.4
Total energy (mandatory & voluntary)
26,942,117
83,077,587
58,344,976
533,947,737
1 The Group total includes emissions from the UK, Channel Islands, Belgium, and Nordkalk (Estonia, Finland,
Poland and Sweden from Sep 21 only).
2Electricity generated by solar photovoltaic panels. Reported energy includes any exported energy to the grid.
17,781,282
55,909,451
36,524,685
323,433,684
1 The Group total includes emissions from the UK, Channel Islands, Belgium, and Nordkalk (Estonia, Finland,
Poland and Sweden from Sep 21 only).
92
93
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC STRATEGIC REPORT
Breakdown of Energy Consumption and Emissions
EMISSION SOURCE
Scope 1
Bioenergy (CH4 & N2O)
Coal
Gas
Oil
Transport (company owned
vehicles)
Process emissions
Scope 2
Purchased electricity (loca-
tion-based)
Scope 3
Transport - Business travel in
employee-owned vehicles
Total gross emissions
Outside of scopes
Bioenergy (CO2)
Petrol/diesel biofuel content
Intensity ratio
UK
£
-
-
83
9,259
3,775
-
C.I.
£
Belgium
£
Nordkalk*
£
0.5
52,657
16,737
23,087
-
-
-
2,012
2,471
-
-
-
110
6,820
-
-
-
6,247
135,461
135,461
2021
Total
£
0.5
52,657
16,929
41,179
1,086
123
2,663
13,199
17,070
77
14,281
-
227
26
-
-
103
4,631
9,593
240,959
269,647
-
24
-
-
2,529
-
2,529
251
have high process related CO2 emissions associated
with limestone calcination reactions. Absolute
emissions will increase further next year when a full
12 months of emissions is reported for Nordkalk. This
is because this year’s figures are only quantified from
September 21, when the company joined the Group.
Energy efficiency action during current
financial year
In the period 1 January to 31 December 2021 for
UK operations, energy efficiency action has focused
on transport efficiency, with considerable work
undertaken to optimise transport and logistics in CCP
to reduce road miles covered by the haulage fleet.
On site renewable energy generation has increased
following the completion of the third phase of the
solar photovoltaic extension in Belgium. This has
resulted in an increase in annual renewable electricity
generation of 965,000 kWh this year compared to
last year’s generation; more than double the energy
generation in 2020.
This year we have committed to going cement free in
our precast portfolio from January 2022. This follows
the launch of the CCP Greenbloc in February 2021;
the UKs first cement-free ultra-low carbon dense
concrete block. Compared to a dense concrete block
manufactured with 100% Ordinary Portland Cement,
Greenbloc has a 77% lower embodied CO2.
Operations at Ronez on the Channel Islands have
increased the usage of GGBS in the low carbon
product range, specifically for RMX and concrete
blocks. 683 tonnes were switched from cement
to GGBS this year compared to 2020, estimated
to result in a CO2e reduction of 478 tonnes. The
launch of Greenbloc and increased use of GGBS at
Ronez will primarily impact scope 3 (upstream and
downstream) emissions; however, scope 3 emissions
are not fully quantified in these tables.
tCO2e per million-pound
193.0
159.7
131.4
2,511.9
991.4
*Nordkalk emissions are reported from September 2021 only and include sites within the operational control
boundary in Estonia, Finland, Poland and Sweden.
Intensity Ratio
The intensity ratio is total gross emissions in metric
tonnes CO2e per total million-pound (£m) turnover.
This is calculated separately for ‘mandatory’
emissions and ‘mandatory & voluntary’ emissions
for the UK, Channel Islands, Belgium and Nordkalk.
This financial metric is considered the most relevant
to the Company’s wide-ranging activities and
allows a comparison of performance across other
organisations and sectors.
The increase in the UK intensity ratio this year reflects
a shift in production. In 2020, a large amount of
production focused on a one-off project to deliver
Road Zipper System highway barriers, which required
relatively low energy intensive processes. From
2021, production has returned to typical projects
that require higher energy intensity. Absolute UK
emissions have also increased, primarily due to the
inclusion of the subsidiary GD Harries & Sons Limited
for a full 12 months this year, whereas in 2020 it
was reported from September 2020 only (when the
business joined the Group).
Group wide relative and absolute emissions have
increased this year due to the acquisition of Nordkalk,
a manufacturer of limestone-based products which
94
95
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLCImage: Nordkalk, Miedzianka
STRATEGIC REPORT
Stakeholders Engagement
STAKEHOLDERS
DESCRIPTION
HOW WE ENGAGE
Colleagues
Customers and
suppliers
Communities
Investors
Regulators / local
Government
We have dedicated workforce of close to 2,000 across
the Group. We recognise our dedicated workforce as a
key driver of the value derived from the business. Our
colleagues are experienced and continuously developed
to fulfil their potential. All employees are offered a fair
benefits and compensation package relative to their
role and level in the organisation. We encourage share
ownership where they are available and are working to
set up where they are not currently in place.
Site presence and visual felt
leadership. Employee groups and
committees and unions. Focus on
development training and succession
planning. Decentralised approach
with flat management allowing easy
access to all staff. Employee benefit
offerings that can also extend to family
members.
All our businesses are decentralised and locally focused
so that we know the customers and suppliers areas like
they do. We work alongside our customers to provide
“Right first time” service and to seek proactive and
innovative solutions to support requirements. “right first
time” is key to success and ensuring customer loyalty as
part of our long-term success. We recognise the huge
role our suppliers play in its long-term success. We strive
to ensure timely payments, maximise value to support
the delivery of our customers’ needs. We balance
economic requirements with sustainability considerations
over the whole supply chain.
Prioritise a local focus on both
customers and suppliers. Engage
directly from our sites so that the
customer and supplier deal directly
with the site they are supplying or
buying from. Ensure timely payments
are made to suppliers. Functional and
intuitive websites and digital solutions
focused on the customer. Ensure
adequate checks and due diligence are
done on customers and suppliers.
By being decentralised and local we are at the heart
of the communities in which we operate allowing us
to be knowledgeable, good, supportive and engaging
neighbours.
Proactive approach and active
participation in community and
industry working groups, forums and
committees.
All our Shareholders play an important role in the
continued success of our business. We maintain
purposeful and close relationships with them either
directly or via wider mediums such as Q&A webinars and
when allowed, conferences. We seek to be transparent
and give clear and consistent messages across all
communication channels.
Dedicated forums such as AGM,
Annual and Interim Webinar Q&As.
Annual and interim reports, trading
statements and RNS. Regular phone
calls and dialogues. Broker and
NED contacts. Site visits, investor
roadshows, investor conferences.
We look to develop and sustain good relationships
with many regulators who govern our businesses to
ensure the success of our business and maintaining our
license to operate. We are committed to adherence of
legal and regulatory requirements. We are committed
to have independent review / oversight be it internally
or externally. We are committed to a sustainability
framework following review of international standards.
Regular dialogue with Governments,
Government agencies, regulators, and
industry groups. Active membership
of the industry bodies such Mineral
Products Associatio, Federation
Industries Extractives and European
Lime Association. Effective and
clear policies to ensure governance.
Education and training of staff to
reinforce compliance with regulations.
MATERIALITY MATRIX
Increasing importance to Stakeholder vs. increasing importance to SigmaRoc
l
s
r
e
d
o
h
e
k
a
t
S
o
t
e
c
n
a
t
r
o
p
m
i
i
g
n
s
a
e
r
c
n
I
2
1
1. Sustainable use of reserves and resources
2. Responsible use of key resources
3. Optimal energy use and minimal impact on the
environment
3
11
6
12
9
5
10
8
7
Increasing importance to SigmaRoc
4
4. Contributing to sustainable construction and
addressing environmental aspects
5. Ensure people leave work in the same or better
condition than when they arrived
6. Supporting the physical and mental health of
our employees and their families
7. Attract, train, retain and engage our workforce
8. Be a good neighbour, source local, buy local,
sell local, invest local
9. Promote QCA and Corporate Governance
10. Ensure proactive Board oversight and
independance of commitees
11. Focus on risk management and mitigation
12. Ensure transparency on reporting and tax
Statement by the directors in
performance of their statutory duties
in accordance with s172(1) of the
Companies Act 2006
The application of the s172 requirements are
demonstrated throughout this report and the
Accounts as a whole, with the following examples
representing some of the key decisions made in 2021
and up to the date of these Accounts:
The Director’s believe they have acted in the way
most likely to promote the success of the Group for
the benefit of its members as a whole, as required by
s172 of the Companies Act 2006. The requirements
of s172 are for the Directors to:
─ Consider the likely consequences of any decision
in the long term;
─ Continued pursuit of buy and build growth
strategy: the Group has aggressively continued
its buy and build growth strategy, completing
two acquisitions during 2021, establishing two
new platforms and entering into a strategic JV
partnership. The acquisition of Nordkalk was
transformational for the Group, giving scale to
self fund further growth opportunities.
─ Act fairly between the members of the Company;
─ Ongoing management of the COVID-19
─ Maintain a reputation for high standards of
business conduct;
─ Consider the interests of the Group’s employees;
─ Foster the Group’s relationships with suppliers,
customers and others; and
─ Consider the impact of the Group’s operations on
the community and environment.
pandemic: the Group continued to actively
monitor and manage the various measures
implemented in 2020 to ensure continued
protection and wellbeing of its employees,
maintenance of good working relationships with
customers and suppliers, and the commercial
viability of its business.
─ Safety initiatives: safety and wellbeing of our
colleagues is one of our top priorities and the
Group continued to improve its health and safety
standards.
96
97
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
Further to these bodies, businesses in the Group also has ISO accreditation or equivalent in ISO 9001 Quality; ISO
14001 Environment and ISO 45001 Health & Safety. Currently 50% of our businesses have ISO with 75% in H1
2022. Currently Benelux is being reviewed as to what is the best form of accreditations to maintain in addition to
their product and local accreditations.
Further information on ESG will be available via our dedicated ESG Report and at www.sigmaroc.com.
STRATEGIC REPORT
Stakeholders
Further specific information as to how the Board has had regard to the s172:
Section 172 factor
Consequence of any decision in the long term
Interests of employees
Fostering business relationships with suppliers,
customers and others
Impact of operations on the community and
environment
Section 172 factor
Maintaining high standard of business conduct
Acting fairly between members
Membership
Key examples
CEO’s strategic report
Business model
Our strategy
Risk report
ESG report
Governance report
CEO’s strategic report – ESG, Safety & Innovation
Risk report – Health & safety
Risk report – Recruitment & retention
ESG report – Group health & safety
ESG report – Stakeholders
Risk report – Quality
ESG report – Social
Risk report – Operational disruption & key
equipment failure
ESG report – Stakeholders
CEO’s strategic report – ESG, Safety & Innovation
Risk report – Environment & climate change
ESG report – Social
ESG report – Environment
ESG report – Streamlined Energy & Carbon Report
(SECR)
Key examples
ESG report – Stakeholders
Business model
Our strategy
ESG report
Governance report
ESG report – Governance
ESG report - Stakeholders
Governance Report
Page
14
37
38
72
84
104
19
74
76
90
96
76
89
75
96
19
74
89
89
91
Page
96
37
38
84
104
89
96
104
Membership to trade organisations, industry bodies and other agencies is critical to ensure continual improvement
in all that we do and to help facilitate the ongoing changes our industry and our customers face. Across our
platforms we both support and are supported by National and International bodies such as:
─ Mineral Product Association (MPA): UK industry trade association for the aggregates, asphalt, cement,
concrete, dimension stone, lime, mortar and silica sand industries.
─ Federation Industries Extractives (Fediex) of which we have representation on the Board.
─ Benelux Natural Stone Association (BNSA) of which we have representation on the Board.
─ European Lime Association (EuLA) of which we have representation on the Board.
─ Industrial Minerals Association Europe (IMA Europe).
─ European Calcium Carbonate Association (CCA).
─ International Lime Association (ILA).
98
99
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLCImage: Nordkalk, Miedzianka STRATEGIC REPORT
Board Members
Our Board comprises an executive
leadership team with extensive
experience of the international
aggregates industry, supported by
experienced non-executive directors
who bring strong governance
disciplines and a valuable external
perspective to our business.
David Barrett
Executive Chairman
Max Vermorken
Chief Executive Officer
Garth Palmer
Chief Financial Officer
Appointed to board: August 2016
Appointed to board: August 2016
Appointed to board: January 2017
Independent: No
Committees: Nominations Committee
Background: Co-founded London Concrete
in 1997, subsequently building the business
from one concrete plant in London to over
a dozen plants around the capital. London
Concrete was sold to Aggregate Industries
and is currently the number one concrete
supplier in London, with flagship projects
such as the London Olympics, the Shard,
the US embassy and the new Bloomberg
building. Having previously worked with
Pioneer, David retired from London Concrete
in 2015 and is widely considered an expert in
the industry.
Other Directorships: David also holds
directorships in various London based
Companies including Thames Aggregates
Limited, Thames Recycling Limited and
Capital Concrete Limited.
Independent: No
Committees: None
Background: Prior to SigmaRoc,
Max was strategic advisor to the CEO
of LafargeHolcim Ltd (LafargeHolcim)
Northern Europe, the world’s largest
construction materials group. His role
included responsibility for the merger of
Lafarge SA and Holcim Ltd in the region
involving the only Day 1 integration of the
two businesses following the hive-down and
integration of two large asset portfolios – a
mix which included two cement plants and
a multitude of down-stream aggregates
and construction materials assets. Prior to
working for LafargeHolcim, Max worked in
private equity at Luxembourg-headquartered
The Genii Group, where he reported directly
to its founding principals. Max holds a PhD
in Financial Economics from University
College London and Bachelor and Master
degrees in both Civil Engineering and
Financial Economics from University College
London and the University of Brussels
respectively.
Other Directorships: Max is also
a Director of a consulting company
Skyeye Consulting Limited.
Independent: No
Committees: Member of the AIM and MAR
Compliance Committee
Background: Garth was Finance Director of
SigmaRoc from inception until April 2020,
at which point he stepped down from his
part-time executive role, but remained as a
non-executive board member and Company
Secretary. In August 2021, in conjunction
with the acquisition of Nordkalk, Garth
returned as a full-time executive and Chief
Financial Officer. Prior to joining SigmaRoc,
Garth began his career providing audit and
corporate services in Perth, qualifying at
KPMG, before moving to London in 2005
where he provided compliance services
across a range of industries. This led Garth
to a Finance Manager role at Apple where
he spent four years working on business
process improvement, developing and
implementing new and improved financial
processes and systems before co-founding
Westend Corporate LLP providing corporate
and financial consulting services for AIM
listed companies, predominantly within
the mining and resources industries. Garth
holds a Bachelor of Commerce Degree and
is a member of the Institute of Chartered
Accountants in England and Wales.
Other Directorships: Garth holds
directorships in multiple businesses including
Sport:80 Limited, GT Corporate Limited and
GT Corporate AB.
101
Invest, Improve, Integrate and InnovateSigmaRoc PLC
Simon Chisholm
Non-Executive Director
Jacques Emsens
Non-Executive Director
Tim Hall
Non-Executive Officer
Axelle Henry
Non-Executive Director
Appointed to board: April 2020
Appointed to board: April 2020
Appointed to board: April 2019
Independent: Yes
Independent: Yes
Committees: Member of the Audit
Committee; Member of the Nominations
Committee
Background: Jacques is a founding member
of JPSeven and is a member of the Board
of Sofina, and numerous other companies.
Jacques has a long history in defining
and implementing strategies of industrial
businesses including Sibelco. Jacques holds
a degree in Business Administration from the
European University of Antwerp, from the
Université Libre de Bruxelles and from the
London Chamber of Commerce and Industry
and speaks French, Dutch and English.
Other Directorships: Jacques holds
directorships in multiple businesses
including JPSeven, Sofina, Le Pain Quotidien.
Committees: Chairman of Audit Committee;
Chairman of the AIM and MAR Compliance
Committee; Chairman of the Remuneration
Committee; Chairman of the Nominations
Committee
Background: Simon is the founder and
managing director of Feros Advisers
spending over 20 years working in the
Investment arena including as a fund
manager with Henderson. In 2013 Simon left
Berenberg and established Feros Advisers
in response to the significant regulatory
and technological changes that are
impacting investment managers and quoted
companies. Simon joined Berenberg in 2003
and established an office for them in London.
Over the next 10 years Simon was one of the
principle architects in building the business
from 3 people in London to around 140
and establishing the bank as a recognised
brand name in the global investment
community. Before joining the sell-side,
Simon was a fund manager investing in
European equities first at Singer & Friedlander
and then at Henderson Global Investors and
ran European Smaller Companies investment
products. After University Simon joined
Coopers and Lybrand and qualified as a
Chartered Accountant.
Other Directorships: Simon is currently
an active director at Feros Advisers Ltd
and Munnypot Ltd.
Independent: No
Committees: None
Background: Tim has spent his entire
career in the aggregates industry, most
recently as CEO of Breedon South, a
business he helped build from inception.
Prior to this he was director of Tarmac
Limited’s Western Area; managing director
of Tarmac Western Limited, the company
formed by Anglo American from the former
assets of Nash Rocks, Tilcon and Tarmac.
He spent the previous 27 years with Nash
Rocks, latterly as managing director.
Tim brings a wealth of experience and
knowledge of the industry to the Board and
will be an asset in SigmaRoc’s continued
development, as he has been with Breedon.
In particular, Tim’s knowledge and network
within the industry supports SigmaRoc’s
growth in the aggregates and construction
materials market in the UK.
Other Directorships: Tim holds
directorships in multiple businesses
including Langsun Developments Limited
and T G Concrete Bridgnorth Limited.
Expected appointment to board: March
2022
Independent: Yes
Committees: AIM and MAR Compliance
Committee
Background: Axelle Henry has served as
Chief Financial Officer for Verlinvest Group,
a Brussels-based international investment
business, since April 2014 and also serves
on the board of directors for a number of
their private companies, as well as Nasdaq
quoted Vita Coco. She has held a variety
of senior executive positions, including as
Deputy Chief Financial Officer of Groupe
Bruxelles Lambert. Ms Henry has over 20
years’ experience in the Private Equity and
Investment Sector, starting her career with
KPMG as senior auditor. She holds degrees
in commercial engineering from the Solvay
Business.
Other Directorships: Axelle holds
directorships in multiple businesses including
Vita Coco, Verlinvest, Cofintra SA, Beverage
Holdco Inc. and STAK Armonea.
102
103
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC GOVERNANCE REPORT
Corporate Governance’s Report
The Directors recognise the importance of sound
corporate governance. As a company whose shares
are traded on AIM, the Board has decided to comply
with the QCA Code. In addition, the Directors have
adopted a code of conduct for dealings in the shares
of the Company by directors and employees and are
committed to maintaining the highest standards of
corporate governance. Garth Palmer, in his capacity
as CFO, has assumed responsibility for ensuring that
the Company has appropriate corporate governance
standards in place and that these requirements are
followed and applied within the Company as a whole.
The corporate governance arrangements that the
Board has adopted are designed to ensure that the
Company delivers long term value to its Shareholders
and that Shareholders have the opportunity to
express their views and expectations for the
Company in a manner that encourages open dialogue
with the Board.
The Board recognises that its decisions regarding
strategy and risk will impact the corporate culture
of the Company as a whole and that this will impact
the performance of the Company. The Board is very
aware that the tone and culture set by the Board
will greatly impact all aspects of the Company as a
whole and the way that employees behave. A large
part of the Company’s activities is centred upon
what needs to be an open and respectful dialogue
with employees, clients and other stakeholders.
Therefore, the importance of sound ethical values and
behaviours is crucial to the ability of the Company
to successfully achieve its corporate objectives.
The Board places great importance on this aspect
of corporate life and seeks to ensure that this flows
through all that the Company does.
The key governance related matter that occurred
during the financial year ended 31 December 2021
was the implementation of a comprehensive suite
of corporate governance policies that were adopted
across the Group with procedures for periodic
employee training and awareness.
Corporate Governance Report
The QCA Code sets out 10 principles that should be
applied. These are listed below together with a short
explanation of how the Company applies each of the
principles:
Principle One
Establish a strategy and business model which
promote long-term value for shareholders
Strategy & purpose: The Company invests in and
acquires businesses in the construction materials
sector. The principal activity of the Group is the
production of high quality aggregates and supply of
value-added construction materials.
The Group’s aim is to create value for shareholders
through the successful execution of its buy and build
strategy in the construction materials sector.
Business model: The Group’s business plan is to
acquire high quality and well managed assets in the
construction materials sector, providing the Group
with a strong operating platform, diversified income
streams and stable cash flows in order to grow the
Group and execute on its strategy further.
The Group is run as a commercially-minded business,
seeking to return an increase on investment capital
to Shareholders. Proven methods of raising capital
through recognised means available to publicly-listed
companies are relied on to fund growth acquisitions.
Following each acquisition, the Group seeks to
implement operational efficiencies that improve
safety, enhance productivity, increase profitability and
ultimately create value for Shareholders.
Principle Two
Seek to understand and meet shareholder needs and
expectations
Shareholder dialogue: The Company remains
committed to listening and communicating openly
with its shareholders to ensure that its strategy,
business model and performance are clearly
understood. Understanding what analysts and
investors think about the Company, and in turn,
helping these audiences understand the Company’s
business, is a key part of driving the business
forward and the Company actively seeks dialogue
with the market. The Company does so via investor
roadshows, attending investor conferences, hosting
capital markets days and through regular reporting.
Private Shareholders: The AGM is the main
forum for dialogue between retail Shareholders
and the Company. The Directors routinely attend
the AGM and are available to answer questions
raised by Shareholders. The results of the AGM are
subsequently published on the Company’s corporate
website. Private Shareholder events are intended to
be held periodically.
Institutional Shareholders: The Company actively
seeks to build relationships with institutional
Shareholders through calls, presentations, and
visits. Shareholder relations are managed primarily
by the CEO, but the Executive Chairman and Senior
Independent Non-Executive Director are also
available to meet with major shareholders to discuss
issues of importance.
Principle Three
Take into account wider stakeholder and social
responsibilities and their implications for long-term
success
Engagement: Engaging with stakeholders
strengthens relationships and helps make better
business decisions to deliver on commitments. The
Company is regularly updated on wider stakeholder
engagement feedback to stay abreast of stakeholder
insights into the issues that matter most to them and
the Group’s business, and to enable the Board to
understand and consider these issues in decision-
making. With Shareholders, suppliers and customers,
employees are one of the most important stakeholder
groups and employees’ engagement surveys and
feedback are closely monitored.
Employees, contractors & suppliers: The Group
has established a safe and healthy work environment,
which complies with the relevant occupational health
& safety laws. The Group ensures that the workforce
is provided with sufficient training to develop the
appropriate skills and knowledge to complete the
tasks requested of them.
For the sake of occupational health & safety, all
contractors and sub-contractors are treated in exactly
the same manner as employees.
Communities: The Group has supported and given
back to the community by participating in a selection
of projects in recent years. Further details of the
Group’s environmental, social and governance related
initiatives are in the relevant annual reports.
Modern slavery: As part of our mission to “do the
right thing” we oppose modern slavery in all its forms
and work to prevent it by any means that we can. We
expect anyone who has any suspicions of modern
slavery in our business or our supply chain to raise
their concerns without delay.
Principle Four
Risk Management
Embed effective risk management, considering both
opportunities and threats, throughout the organisation
Risk register: To assist the Board with effectively
managing risk across the Group the Company
has established a risk register which is reviewed
periodically.
Internal control: The Company has an established
framework of internal control, the effectiveness
of which is regularly reviewed by executive
management, the Audit Committee and the Board
in light of an ongoing assessment of significant risks
facing the Company and the Group.
The Company recognises that maintaining sound
controls and discipline is critical to managing the
downside risks to its business plan.
The Board has ultimate responsibility for the Group’s
system of internal control and for reviewing its
effectiveness. The Audit Committee assists the
Board in discharging its duties regarding the financial
statements, accounting policies and the maintenance
of proper internal business, and operational and
financial controls.
The Board presently considers that the internal
controls in place are appropriate for the size,
complexity and risk profile of the Group.
Principle Five
Maintain the board as a well-functioning, balanced
team led by the chair
Board composition: The Board comprises the
Executive Chairman, two Executive Directors, and
three Non-Executive Directors, of which two are
independent. The Board considers, after careful
review, that the Independent Non-Executive Directors
bring an independent judgement to bear.
The biographies of the members of the Board can
be found on the Company’s website (https://www.
sigmaroc.com/board/).
The Board is satisfied that it has a suitable balance
between independence and knowledge of the
Group and its operations to discharge its duties
and responsibilities effectively. The Board receives
periodic updates from the management team. All
directors are encouraged to use their independent
104
105
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
GOVERNANCE REPORT
Coporate Governance’s Report CONTINUED
judgement and to challenge all matters, whether
strategic, operational or financial. Membership of the
Board, its activities, performance and composition
are subject to periodic review.
Conflicts of interest: The Company has effective
procedures in place to monitor and deal with
conflicts of interest. The Board is aware of the other
commitments and interests of its Directors, and
changes to these commitments and interests are
reported to, and, where appropriate, agreed with the
rest of the Board.
DIRECTOR
FORMAL QUARTERLY MEETINGS AND MEETINGS POST CHANGE TO ARTICLES
Attended
Eligible to attend
Max Vermorken
David Barrett
Garth Palmer
Simon Chisolm
Jacques Emsens
Tim Hall
Dean Masefield*
*Resigned on 31 August 2021
11
8
13
10
7
5
4
11
8
13
10
7
7
4
Principle Six
Ensure that between them the directors have
the necessary up-to-date experience, skills and
capabilities
Suitability: The Board guides and monitors the
business and affairs of the Company on behalf of the
shareholders by whom they are elected and to whom
they are accountable. The Board is satisfied that
given its size and stage of development, between the
Directors, it has an effective and appropriate balance
of skills and experience across technical, commercial
and financial disciplines.
The Company complies with the QCA Code and full
biographical details of the Directors and their skills
and experience can be found on the Company’s
website (https://www.sigmaroc.com/board/)
Appointment, removal & re-election: The
Nominations Committee makes decisions regarding
the appointment and removal of Directors, and there
is a formal, rigorous and transparent procedure for
appointments.
Independent advice: All Directors are able to take
independent professional advice in the furtherance of
their duties, if necessary, at the Company’s expense.
In addition, the Directors have direct access to the
advice and services of the Company Secretary and
Chief Financial Officer.
Principle Seven
Evaluate board performance based on clear and
relevant objectives, seeking continuous improvement
Appraisal: The Chairman assesses the individual
contributions of each member of the Board to ensure
that their contribution is relevant and effective;
they are committed; and where relevant, they have
maintained their independence.
An evaluation of the Board will be carried out annually
and on a three-yearly cycle the evaluations may be
facilitated by an independent evaluator.
The Remuneration Committee will compare the
performance of the Board with the requirements of its
charter, the Company vision and KPIs.
Succession planning is considered by the Board as
a whole. The Board will annually review and make
recommendations relating to talent management and
succession planning for the Board and the CEO.
Principle Eight
Promote a corporate culture that is based on ethical
values and behaviours
Code of conduct: The Board has adopted a code
of conduct which provides a framework for ethical
decision-making and actions across the Group. The
code of conduct reiterates the Group’s commitment
to integrity and fair dealing in its business affairs and
its duty of care to all employees, contractors and
stakeholders.
Each Board members adherence to the Group’s code
of conduct is assessed as part of the annual Board
review & appraisal.
Anti-corruption and bribery: The Board has adopted
an anti-corruption and bribery policy to further
ensure honest and ethical conduct of employees.
The Company also provides periodic training
to employees to ensure they are aware of their
responsibilities in relation to bribery and corruption.
The Company has a zero-tolerance approach to
bribery and corruption. The Company’s General
Counsel is responsible for monitoring compliance
with and maintaining the anti-corruption and bribery
policy.
Principle Nine
Maintain governance structures and processes that
are fit for purpose and support good decision-making
by the board
Board programme: The Board is responsible for
approving the Company strategy and policies, for
safeguarding the assets of the Company, and is the
ultimate decision-making body of the Company in all
matters except those that are reserved for specific
shareholder approval.
The Board meets at least four times each year in
accordance with its scheduled meeting calendar and
maintains regular dialogue between Board members,
in particular between the CEO, the Chairman and the
non-executive Board members.
The Board and its Committees receive appropriate
and timely information prior to each meeting, with
a formal agenda being produced for each meeting,
and Board and Committee papers distributed several
days before meetings take place.
Roles & responsibilities: There is a clear division of
responsibility at the head of the Company between
the Chairman and the CEO.
The Board is supported by the Audit, Remuneration,
AIM and MAR Compliance and Nominations
committees. Each committee has access to such
resources, information and advice as it deems
necessary, at the cost of the Company, to enable the
committee to discharge its duties.
As the Group grows and develops the Board
will periodically review its corporate governance
framework to ensure it remains appropriate for the
size, complexity and risk profile of the Group.
Principle Ten
Communicate how the company is governed
and is performing by maintaining a dialogue with
shareholders and other relevant stakeholders
Communication: The Company attaches great
importance to providing shareholders with clear
and transparent information on the Company’s
activities, strategy and financial position through the
Annual Report and Accounts, full-year and half-year
announcements, the AGM and one-to-one meetings
with large existing or potential new shareholders.
The Company announces significant developments
via various outlets including the London Stock
Exchange’s RNS.
The Board receives regular updates on the views
of shareholders through briefings and reports from
the CEO and the Company’s brokers. The Company
communicates with institutional investors frequently
through briefings with management. In addition,
analysts’ notes and brokers’ briefings are reviewed to
achieve a wide understanding of investors’ views.
106
107
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
Audit Committee
Report
GOVERNANCE REPORT
Audit Committee Report
The Company has an established framework
of internal control, the effectiveness of which is
regularly reviewed by the Audit Committee in light
of an ongoing assessment of significant risks facing
the Company and the Group. The Audit Committee
assists the Board in discharging its duties regarding
the financial statements, accounting policies and
the maintenance of proper internal business, and
operational and financial controls.
My fellow member of the Audit Committee, Garth
Palmer resigned when he was appointed as CFO and
an executive director effective 31 August 2021.
Key activities carried out in 2021
During the year, the Committee met formally two
times and discussed the following:
─ External audit tender process
─ Audit planning
─ Auditor’s fees and independence
─ Auditor’s effectiveness
─ Interim report and annual report
─ Internal audit
─ Internal controls and risk management
─ Taxation
─ Going concern and viability statement
─ Significant accounting matters
─ Plans for transition to new accounting standards
─ Whistleblowing
─ The Audit Committee’s terms of reference
Meeting Attendance
The Committee is made up of Independent, Non-
Executive Directors and shall meet not less than twice
in each financial year.
Committee Duties
The Audit Committee carries out the duties below for
the parent company, major subsidiary undertakings
and the group as a whole, as appropriate:
─ Monitor integrity of the financial statements and
financial performance;
─ Review financial statements, significant financial
returns to regulators and any financial information
of a sensitive nature;
─ Review and challenge internal financial controls
and risk management systems including the
review of matters of a non-financial nature;
─ Review and challenge accounting policies,
accounting methods and adherence to
accounting standards;
─ Review and make recommendation with regards
to the external auditor, including appointment,
independence, objectivity, effectiveness.
Performance and renumeration;
─ Consults with the external auditor on the scope
of their work and reviews all major points arising
from the audit;
─ Ensure fully functional whistleblowing policy.
Chair Statement
The Audit Committee was chaired by myself and
comprises of Jacques Emsens as the other member.
The Committee has relevant financial experience at a
senior level as set out in their biographies. The Audit
Committee met two times formally in 2021 and also
held informal discussions with the external auditor
as appropriate. The principal activities of the Audit
Committee in respect of the year ended 31 December
2021, and the manner in which it discharged its
responsibilities, were as follows:
Financial Statements
Audit Committee Report
Remuneration Committee Report
Nomination Report
Directors Report
Statement of Directors’ Responsibilities
Independent Auditor’s report to the members of SigmaRoc plc
108
Nordkalk, Lappeenranta
Director
Simon Chisolm
Jacques Emsens
Garth Palmer
Attended
Eligible to attend
2
2
1
2
2
1
The Audit Committee reviewed and agreed the
external auditor’s strategy and approach in advance
of their audit for the year ended 31 December
2021, and reviewed reports on the outcome of the
audit. The Audit Committee also reviewed the 2021
Preliminary Results Announcement, the 2020 Annual
Report, the 2021 Interim Results Announcement and
the 2021 Interim Report.
108
112
117
118
122
124
109
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
GOVERNANCE REPORT
Audit Committee Report CONTINUED
The Audit Committee continues to be satisfied with
he work of PKF and that they continue to remain
objective and independent. Zahir Khaki is serving his
first year as Audit partner.
Internal Audit
The Group does not have a formal internal audit
function, the CFO performs a number of activities that
an internal audit function would perform. The Audit
Committee receive regular formal updates covering
planned activities, findings of reviews performed and
updates on agreed actions from previous reviews.
The Audit Committee considers this is appropriate
given the close involvement of the executive directors
and senior management on a day-to-day basis.
However, the need for an internal audit function will
be kept under review by the Audit Committee on
behalf of the Board.
This report was approved by the Board on 22 March
2022.
Simon Chisholm
Independent Non-Executive Director
Significant Accounting Matters
During the year, the Audit Committee considered
key accounting issues, judgements and disclosures
in relation to the Financial Statements. The most
significant of which was the risk of the value of
inventory, the carrying value of investments and
carrying value of tangible and intangible assets.
Alistair Roberts, the previous audit partner completed
his 5 years as RI and rotated off on 31 December
2020 and was superseded by Zahir Khaki. The Audit
Committee also received communications from
management and the external auditor on a number of
other accounting matters, including the valuation of
mineral reserves and resources, revenue recognition
and restoration provisions.
Going Concern and Viability
The Audit Committee reviews supporting papers
from management to support the Going Concern
and Viability statements set out on page 143. This
includes sensitivity analysis over key assumptions.
Following this review, the Audit Committee
recommended to the Board the approval of both
statements.
External Auditor
The external auditor, PKF Littlejohn LLP (PKF),
attends meetings of the Audit Committee. The
Audit Committee has the opportunity to meet
with the external auditor without the executive
directors being present to provide a forum to raise
any matters of concern in confidence and together
discusses and agrees the scope of the audit plan
for the full year. The external auditor reports on the
control environment in the Group, key accounting
matters and mandatory communications. The Audit
Committee also receives and reviews a report from
the external auditor setting out to its satisfaction how
its independence and objectivity is safeguarded when
providing non-audit services. The value of non-audit
services provided by PKF in respect of the year
ending 31 December 2021 amounted to £325,000
for due diligence and transactional services (2020:
£33,078, principally in respect of tax services and
due diligence and transactional services). During the
year there were no circumstances where PKF was
engaged to provide services prohibited by the FRC’s
2019 ethical standard or which might have led to a
conflict of interest.
110
111
Nordkalk, Gotland
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC GOVERNANCE REPORT
Remuneration Committee Report
The Remuneration Committee has been charged by
the Board to ensure that the Group’s pay and benefits
practices are competitive, able to attract high calibre
people and to ensure those people are suitably
incentivised to perform and remain with the Group
over the long term.
The Board is ultimately responsible for the Group’s
remuneration policy. The role of the Remuneration
Committee is to determine the terms of employment
for the executive directors and senior management
of the Group within the framework established by the
Board.
I chaired the Remuneration Committee throughout
the year and my co-member was Garth Palmer until
his appointment as CFO and executive director
effective 31 August 2021, at which point David Barrett
joined me as the other member of the Remuneration
Committee.
Key Activities Carried out in 2021
During the year, the Remuneration Committee met
formally twice and discussed the following:
─ Executive salaries
─ Annual bonuses
─ Pay and benefit levels across the Group
─ Remuneration review and shareholder
consultation
─ Long term incentives
─ The Remuneration Committee Report
Meeting Attendance
Director
Simon Chisolm
David Barrett
Garth Palmer
Attended
Eligible to attend
2
1
1
2
1
1
Committee Duties
The Remuneration Committee shall be responsible
for:
─ Determining and agreeing with the Board the
framework or broad policy for the remuneration of
the executive offices and other senior managers;
─ Take into account all factors which it deems
necessary including the level of the Company’s
remuneration relative to other companies
to ensure that members of the company
are provided with appropriate incentives to
encourage enhanced performance and are, in a
fair and reasonable manner, rewarded for their
individual contributions to the success of the
Company; and
─ Determining each year whether awards will be
made, and if so, the overall amounts of such
awards, the individual awards to executive
directors and other senior executives and the
performance targets to be used.
Chair Statement
I am pleased to present the Remuneration Committee
report for the year ended 31 December 2021 and can
confirm that all aspects of executive remuneration are
in order.
I have reviewed our remuneration policy together
with our advisers, and in consultation with certain
Shareholders, to ensure it is appropriate given
SigmaRoc’s growth to date combined with the future
growth & development ambition of the Group.
2021 was an extremely busy and successful year
for the Group, highlighted by the transformative
acquisition of Nordkalk via reverse takeover which
was funded by a £260 million equity placing and
£305 million syndicated banking facility. Additionally,
the Group surpassed all financial targets, maintained
its excellent health & safety standards, made
further acquisitions in Benelux and introduced its
Greenbloc cement free ultra-low carbon concrete
block, all against the backdrop of a continuing global
pandemic. With regards to remuneration, our success
in 2021, as detailed in the Chairman, CEO and CFO
reports on pages 10, 14 and 80 led to the annual
cash bonus qualifying to be paid in full.
This report comprises two sections: the ‘Policy
Report’ summarises our current remuneration policy;
and the ‘Annual Report on remuneration’ shows the
amounts earned by Directors in 2021, and how we
proposed to apply the policy in the future.
Policy Report
Base salary
Our objective is to provide a competitive base salary
reflective of the skills and experience of the relevant
individual. These are reviewed annually or on a
significant change of responsibilities or change in
market practice or a change in the size or complexity
of the business. The Remuneration Committee also
takes into account external market data and pay and
employment conditions elsewhere in the Group and
industry when considering increases to base salary
levels. There are no performance criteria associated
with receiving this benefit.
Annual cash bonus
To incentivise the delivery of annual financial,
strategic and safety objectives, Executive Directors
and senior management may participate in the annual
bonus scheme. The Remuneration Committee sets
performance measures and targets at the start of the
financial year, or later if appropriate and based on
the performance, bonuses are paid in cash shortly
after the completion of the audit of the annual results.
For Executive Directors, the maximum opportunity
is 125 of salary. This level of incentive opportunity
reflects the Committee’s desire to retain a high
proportion of remuneration on variable pay (which is
not pensionable). Performance is assessed against
financial targets and may be reduced or eliminated
if safety performance or accident records reach
unacceptable levels.
Performance share plan
In conjunction with the acquisition of Nordkalk in July
2021, a performance based long term share incentive
plan (Performance Share Plan) was proposed to
drive performance of the Group and delivery of the
Group’s long-term objectives, aid retention of key
personnel and align directors’ interests with those of
Shareholders.
The Performance Share Plan, together with any
other share incentive plan(s), is limited to no more
than 10%. of the issued ordinary share capital of the
Company over a yen-calendar year period.
The initial awards under the Performance Share Plan
were made to the executive directors and certain
senior management, with the allocations determined
by the Remuneration Committee. The Performance
Share Plan is subject to meeting EPS growth and
total Shareholder return criteria, with the first vesting
attainable following the financial year ended 31
December 2023.
Subsequent awards may be granted by the
Remuneration Committee within six weeks following
the Company’s announcement of its financial results
for any annual or six month period. The Remuneration
Committee may also grant awards at any other
time when it considers there to be exceptional
circumstances which justify the granting of awards
(for example, in the case of recruitment).
An employee may not receive such subsequent
awards in any financial year in respect of Ordinary
Shares having a market value in excess of 150%. of
their annual base salary in that financial year.
As a general rule, an award will lapse upon a
participant’s termination of employment within the
Group, with certain exceptions permissible solely at
the discretion of the Remuneration Committee (death,
injury, ill-health, redundancy etc).
The Performance Share Plan was approved by
Shareholders at a general meeting of the Company
on 2 August 2021.
Pension
Pensions are provided to aid recruitment and
retention by allowing the Executive Directors to make
provision for long-term retirement benefits. These are
comparable with similar roles in similar companies.
Executive Directors currently receive 10 per cent of
their base salary. There are no performance criteria
associated with receiving this benefit.
Other Benefits
To Group also provides competitive and cost-effective
benefits that may include private medical insurance,
car allowance, employee benefits insurance and the
reimbursement of certain travel costs. There are no
performance criteria associated with receiving this
benefit.
Performance measured benefits
Remuneration performance measures are selected
to align with the Group’s key performance indicators
and the interests of Shareholders. Performance
targets are set so that they are stretching to achieve
maximum pay-out but also ensure excessive risk
exposure is mitigated. The Remuneration Committee
sets targets that are aligned with the Company’s
strategy as well as both external expectations and the
economic environment.
If due to changing circumstance such as material
acquisitions or changes in market conditions; the
Committee retains the ability to adjust or amend
112
113
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
GOVERNANCE REPORT
Remuneration Committee Report CONTINUED
performance measures and targets to ensure that they are relevant and to ensure they still incentivise whilst
minimising excessive risk exposure.
Non-Executive Directors
Non-executive directors each receive a market rate basic fee, subject to time commitment requirements, for
holding the office of non-executive director which is set by the board as a whole.
Service agreements / letters of appointment of Directors and loss of office
Each of the directors has a service agreement or letter of appointment with the Company as follows:
Director
Date joined
Notice Director
Notice Company
David Barrett
22 August 2016
Max Vermorken
22 August 2016
Simon Chisolm
20 April 2020
Jacques Emsens
20 April 2020
Garth Palmer
5 January 2017
Tim Hall
18 April 2019
12 months
12 months
6 months
6 months
6 months
6 months
12 months
12 months
6 months
6 months
6 months
6 months
When it comes to payments and loss of office, the
Board will always look to act in the Shareholders’
interest.
director’s remuneration package in line with the policy
set out above, however discretionary awards maybe
made in appropriate circumstances, such as:
─ An interim appointment to fill a role on a short-
term basis;
─ Provide relocation, travel and subsistence
payments;
─ Reflect remuneration arrangements provided by a
previous employer; and
─ Reimbursement of costs incurred as a
consequence of resigning from their previous
employment.
Notice periods and payments in lieu of notice
The maximum notice period for executive directors
is 12 months, however the Committee retains the
right to terminate an executive director’s service
agreement by making a payment in lieu of notice.
The payment will include salary, cost of benefits and
loss of pension provision for the notice period (or the
unexpired portion of it).
Annual bonus
The payment of a bonus for the year in which the
Executive Director leaves is determined by the
Remuneration Committee, taking into consideration
their contribution up to the leaving date and normal
pro-rating for time in service during the year.
Other payments
In appropriate circumstances, other payments may
also be made, such as in respect of accrued holiday
and outplacement and legal fees.
Recruitment Remuneration
The Remuneration Committee will seek to ensure
that when appointing a new executive director, their
remuneration arrangements are in the best interests
of the Company, and not more than is appropriate.
The Committee will determine a new executive
Annual Report on remuneration
The remuneration of the Executive Directors for the year ended 31 December 2021 was as shown in the table
below:
EXECUTIVE DIRECTORS
31 DECEMBER 2021
David Barrett
Dean Masefield(1)
Max Vermorken
Garth Palmer(1)
Directors’
fees
£
Bonus
£
Taxable
benefits
£
Pension
benefits
£
Options
issued(2)
£
358
120
456
151
469
-
594
180
1,085
1,243
14
6
14
5
39
-
8
30
13
51
61
-
129
52
242
Total
£
902
134
1,223
401
2,660
(1)Dean Masefield was CFO until 31 August 2021 to which when he stepped down from his Board position and became
the Deputy CFO of the Group. Garth Palmer transitioned from Non-Executive Director to Executive Director and CFO of the
Group on this date.
(2) Options issued relate to options granted in the 2019 financial year and vesting in the 2021 financial year.
The 2021 annual bonus targets were linked to both Underlying EBITDA and EPS growth which tracks
improvements in the profitability of the Group and returns to the shareholders. The health and safety of our
workplace is fundamental to the Group and as such the annual bonus may be reduced or eliminated if safety
performance or accident records reach unacceptable levels.
The remuneration of the Executive Directors for the year ended 31 December 2020 was as shown in the table
EXECUTIVE DIRECTORS
Directors’
fees
£
Bonus
£
Taxable
benefits
£
Pension
benefits
£
Options
issued
£
David Barrett
Dean Masefield1
Max Vermorken
Garth Palmer1
305
125
395
55
880
280
90
380
25
775
14
6
14
-
34
-
13
40
5
58
46
-
109
30
185
Total
£
645
234
938
115
1,932
Remuneration policy review
The remuneration policy was reviewed during the year and major Shareholders were consulted. Furthermore,
the Performance Share Plan was put forward at a general meeting of the Company which was approved by
Shareholders on 2 August 2021.
Executive Directors’ salaries
Following the acquisition of Nordkalk, executive base salaries were revised to £475,000 for the CEO and £375,000
for Chairman and CFO. Executives also receive a £15,000 car allowance and 10% pension on basic salary.
114
115
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
GOVERNANCE REPORT
Remuneration Committee Report CONTINUED
Performance Share Plan
On 31 August 2021, awards over Ordinary Shares were granted under the Performance Share Plan (Long Term
Incentive Plan) to the executive directors:
Executive Director
Position
Total no. of shares under Award
Max Vermorken
Chief Executive Officer
David Barrett
Executive Chairman
Garth Palmer
Chief Financial Officer
11,221,560
4,688,460
3,919,860
The vesting of the awards is subject to certain performance conditions, 75% of each award will be dependent on
the Group’s adjusted earnings per share performance for the year ending 31 December 2023, with a minimum
target of 6 pence and a maximum target of 8 pence, and the remaining 25% will be dependent on the Group’s
total shareholder return performance over a three-year period commencing on 31 August 2021 relative to the
FTSE AIM 100 All-Share Index excluding investment rules, with the minimum target being the median ranking and
the maximum target being the upper quartile ranking.
Non-Executive Directors’ Fees
The basic fee for the non-executive directors for 2021 is £50,000.
Executive Directors bonus opportunity
For 2022, the executive directors will continue to have the opportunity to earn a bonus of up to 125% of salary.
The bonus will be subject to stretching performance conditions based on Underlying EBIT and EPS.
Directors’ interest in share plans
Details of the Directors’ interests in the Company’s share-based incentive schemes are set out on page 115.
This report was approved by the Board on 22 March 2022.
Simon Chisholm
Independent Non-Executive Director
Chair Statement
It is a pleasure to be the Chairman of the Nomination
Committee in a business that is exponentially
growing. I look forward to supporting the Group in
ensuring that we have the best executive and senior
management teams in place that suit the strategy,
business model and culture of SigmaRoc.
This report was approved by the Board on 22 March
2022.
Simon Chisholm
Independent Non-Executive Director
GOVERNANCE REPORT
Nomination Committee
A Nomination Committee was established in 2020
following significant growth of the Group. The
Nomination Committee keeps the leadership of the
Group under review, and ensures the Board is able to
govern effectively now and in the future.
Key activities carried out in 2021
With the acquisition of Nordkalk in Q3 the Nomination
Committee considered the appropriate board
composition for the Group and concluded that three
executive directors supported by four independent
NED’s would provide the right level of governance
and oversight. The Nomination Committee thereafter
conducted a search for an additional NED, identifying
Ms Axelle Henry as a strong potential candidate,
securing her appointment following release of these
Financial Statements.
Committee Duties
The duties of the Nomination Committee are as
follows:
─ To be responsible for identifying and nominating
for the approval of the Board, candidates to fill
Board vacancies as and when they arise;
─ Evaluate the balance of skills, knowledge and
experience on the Board;
─ Keep up to date and fully informed about
strategic issues and commercial changes
affecting the Group and the market in which it
operates;
─ Give full consideration to succession planning
for both executive and non-executive directors
and other senior management in the course of
its work, taking into account the challenges and
opportunities facing the Company and what skills
and expertise are therefore needed on the Board
in the future;
─ Regularly review the structure, size and
composition (including the skills, knowledge and
experience) required of the Board compared to its
current position and make recommendations to
the Board with regard to any changes;
─ Keep under review the leadership needs of the
organisation, both executive and non- executive,
with a view to ensuring the continued ability of
the organisation to compete effectively in the
marketplace;
─ The Nomination Committee shall make
recommendations to the Board as regards plans
for succession for both executive and non-
executive directors.
116
117
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLCImage: Nordkalk, Miedzianka
GOVERNANCE REPORT
Directors Report
The Directors present their report, together with the
audited Financial Statements, for the year ended 31
December 2021.
Principal Activities
The principal activity of the Company is to make
investments and/or acquire businesses and assets
in the construction materials sector. The principal
activity of the Group is the production of high quality
aggregates and supply of value-added construction
materials.
Board composition and head office
The Board comprises three Executive Directors
and three Non-Executive Directors at year end. The
Corporate Head Office of the Company is located
in London, UK. Following the publication of these
accounts, a fourth Non-Executive Director will be
appointed.
Risk Management
The Board is responsible for the Group’s risk
management and continues to develop policies and
Directors
The following Directors served during the year:
procedures that reflect the nature and scale of the
Group’s business. Further details of the key areas
of risk to the business identified by the Group are
included on pages 72 to 76.
Details of the Group’s financial risk management
policies are set out in Note 3 to the Financial
Statements.
Results and Dividends
For the year to 31 December 2021, the Group’s
Underlying profit before tax was £26.8 million (2020:
£12.2 million) and Underlying profit after tax was
£22.1 million (2020: £11.5 million). Recognising the
Group’s strategy, current position on its journey, the
Directors are not proposing to adopt a dividend policy
yet.
Stated Capital
Details of the Company’s shares in issue are set out
in note 28 to the Financial Statements.
Directors & Directors’ interests
The Directors who served during the year ended 31 December 2021 are shown below and had, at that time, the
following beneficial interests in the shares of the Company:
DIRECTOR
31 DECEMBER 2021
31 DECEMBER 2020
Ordinary Shares
Options
Ordinary Shares
Options
Max Vermorken
David Barrett
Garth Palmer
Dean Masefield1
Tim Hall
Simon Chisolm
Jacques Emsens
674,150
3,009,189
556,146
45,748
400,176
-
-
11,807,349
549,529
11,807,349
5,638,674
2,609,189
3,326,014
500,000
750,000
-
-
438,499
28,101
329,176
-
-
5,638,674
3,326,014
30,000
750,000
-
-
(1) Resigned on 31 August 2021
Further details on options can be found in Note 29 to the Financial Statements.
Details on the remuneration of the Directors can be found in Note 10 to the Financial Statements.
Substantial Shareholdings
The Company is aware that, as at 22 March 2022, other than the Directors, the interests of Shareholders holding
three per cent or more of the issued share capital of the Company were as shown in the table below:
DIRECTOR
David Barrett
Max Vermorken
Garth Palmer
Dean Masefield
Tim Hall
POSITION
Chairman
Chief Executive Officer
Chief Financial Officer
Chief Financial Officer
Non-Executive Director
Simon Chisolm
Independent Non-Executive Director
Jacques Emsens
Independent Non-Executive Director
118
SHAREHOLDER
Blackrock Investment Mgt (UK)
NOTE
Rettig Group
Ninety One
M&G Investment Management
Chelverton Asset Management
Resigned 31 August 2021
BGF Investment LP
Canaccord Genuity Wealth Management
Janus Henderson Investors
Polar Capital
Premier Fund Managers
SHARES HELD
PERCENTAGE OF HOLDING
82,943,051
50,276,521
45,421,428
40,753,864
40,000,000
33,557,577
32,972,287
32,338,004
25,983,914
24,850,846
13.00%
7.88%
7.12%
6.39%
6.27%
5.26%
5.17%
5.07%
4.07%
3.89%
119
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
─ there is no relevant audit information of which the
Group’s auditor is unaware; and
─ the Directors have taken all steps that they ought
to have taken to make themselves aware of any
relevant audit information and to establish that
the auditor is aware of that information.
Auditor
PKF Littlejohn LLP has signified its willingness to
continue in office as auditor.
This report was approved by the Board on 22 March
2022.
Garth Palmer
Chief Financial Officer
GOVERNANCE REPORT
Directors Report CONTINUED
Employees
Corporate responsibility
By being responsible for their own businesses,
that are aligned with the overall Group’s strategy,
employees are fully aware of their impact and
contribution as they are inherently responsible for
their own success. The Group and each business is
committed to employing the best they can, not only
in skills and competence but also in their softer skills,
regardless of who they are or where they have come
from. Once engaged, each employee is nurtured
and developed locally with opportunities within each
business and platform offered openly.
Political Contribution
The Group did not make any contributions to political
parties during either the current or the previous year.
Annual General Meeting
The AGM will be held at the Washington Mayfair
Hotel, 5 Curzon St, London W1J 5HE on 26 April
2022 at 3pm. The formal notice convening the AGM,
together with explanatory notes on the resolutions
contained therein, is included in the separate circular
accompanying this document and is available on the
Company’s website at www.sigmaroc.com.
Viability Statement
The directors have assessed the viability of the Group
over a period to December 2026. This is the same
period over which financial projections were prepared
for the Group’s strategic financial plan. In making their
assessment the directors have taken into account the
Group’s current position and the potential impact of
the principal risks and uncertainties set out on pages
72 to 76 on its business model, future performance,
solvency or liquidity. They also stress tested their
analysis by running a number of credible scenarios
and considered the availability of mitigating actions.
Based on this assessment, the directors confirm
that they have a reasonable expectation that the
Group will be able to continue in operation and
meet its liabilities as they fall due over the period
to 31 December 2022. In making this statement,
the directors have assumed that financing remains
available and that mitigating actions are effective.
Environmental
SigmaRoc undertakes its activities in a manner that
minimises or eliminates negative environmental
impacts and maximises positive impacts of an
environmental nature.
Health and safety
SigmaRoc operates a comprehensive health and
safety programme to ensure the wellness and security
of its employees. The control and eventual elimination
of all work related hazards requires a dedicated
team effort involving the active participation of all
employees. A comprehensive health and safety
programme is the primary means for delivering
best practices in health and safety management.
This programme is regularly updated to incorporate
employee suggestions, lessons learned from
past incidents and new guidelines related to new
projects, with the aim of identifying areas for further
improvement of health and safety management. This
results in continuous improvement of the health and
safety programme. Employee involvement is regarded
as fundamental in recognising and reporting unsafe
conditions and avoiding events that may result in
injuries and accidents.
Internal controls
The Board recognises the importance of both
financial and non-financial controls and has reviewed
the Group’s control environment and any related
shortfalls during the year. Since the Group was
established, the Directors are satisfied that, given
the current size and activities of the Group, adequate
internal controls have been implemented. Whilst
they are aware that no system can provide absolute
assurance against material misstatement or loss,
in light of the current activity and proposed future
development of the Group, continuing reviews of
internal controls will be undertaken to ensure that
they are adequate and effective.
Further details of corporate governance can be found
in the Corporate Governance Report on page 104.
Going concern
The Group meets its day-to-day working capital and
other funding requirements through cash and banking
facilities; which were renewed in July 2021 and of
which more information can be found on page 83.
The impact of the COVID-19 pandemic on the
Group’s business, revenues and cash flow creates
uncertainty. However, given the Group’s robust
balance sheet, solid performance through the
COVID-19 pandemic to date and in conjunction
with forecast projections, the Directors have a
reasonable expectation that the Group has adequate
resources to continue in operational existence for the
foreseeable future and, therefore, continue to adopt
the going concern basis in preparing the Annual
Report and Financial Statements. Further details on
their assumptions and their conclusion thereon are
included in the statement on going concern included
in Note 2.3 to the Financial Statements.
Directors’ and officers’ indemnity insurance
The Company has made qualifying third-party
indemnity provisions for the benefit of its Directors
and officers. These were made during the year and
remain in force at the date of this Annual Report.
Events after the reporting period
Events after the reporting period are set out in Note
38 to the Financial Statements.
Policy and practice on payment of
creditors
The Group agrees terms and conditions for its
business transactions with suppliers. Payment is then
made in accordance with these terms, subject to the
terms and conditions being met by the supplier. As
at 31 December 2021, the Company had an average
of 58 days (2020: 9 days) purchases outstanding in
trade payables and the Group had an average of 91
days (2020: 74 days).
Future developments
Details of future developments for the Group are
disclosed in the Chairman’s Statement on page 10
and the CEO’s Strategic Report on page 14.
Provision of information to Auditor
So far as each of the Directors is aware at the time
this report is approved:
120
121
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
GOVERNANCE REPORT
GOVERNANCE REPORT
Statement of Directors’ Responsibilities
Independent Auditor’s Report to the Members of SigmaRoc plc
Opinion
Conclusions relating to going concern
We have audited the financial statements of
SigmaRoc PLC (the ‘parent company’) and its
subsidiaries (the ‘group’) for the year ended 31
December 2021 which comprise Consolidated
Income Statement, Consolidated Statement of
Comprehensive Income, Statements of Financial
Position, Consolidated Statement of Change in
Equity, Company Statement of Changes and the
Consolidated and Parent Cash Flow Statements
and notes to the financial statements, including
significant accounting policies. The financial
reporting framework that has been applied in their
preparation is applicable law and UK-adopted
international accounting standards and as regards the
parent company financial statements, as applied in
accordance with the provisions of the Companies Act
2006.
In our opinion:
─ the financial statements give a true and fair view
of the state of the group’s and of the parent
company’s affairs as at 31 December 2021 and of
the group loss for the year then ended;
─ the group financial statements have been
properly prepared in accordance with UK-
adopted international accounting standards;
─ the parent company financial statements have
been properly prepared in accordance with UK-
adopted international accounting standards and
as applied in accordance with the provisions of
the Companies Act 2006; and
─ the financial statements have been prepared
in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities
under those standards are further described in the
Auditor’s responsibilities for the audit of the financial
statements section of our report. We are independent
of the group and parent company in accordance with
the ethical requirements that are relevant to our audit
of the financial statements in the UK, including the
FRC’s Ethical Standard as applied to listed entities,
and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have
concluded that the directors’ use of the going
concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of
the directors’ assessment of the group’s and parent
company’s ability to continue to adopt the going
concern basis of accounting included consideration
of the inherent risks to the group’s business model
and analysis of how those risks might affect the
group’s financial resources or ability to continue
operations over the period from the date of signing
the financial statements to April 2023.
The risks that we considered most likely to
affect the group’s financial resources or ability to
continue operations over this period were adverse
circumstances impacting timely conversion of trade
receivables to cash, industrial action reducing the
group’s production volumes, uncontrolled inflation
in expenses and operating cash outflows and failure
to achieve required revenue growth. We considered
this through a review of the application of reasonably
foreseeable downside scenarios.
Based on the work we have performed, we have
not identified any material uncertainties relating to
events or conditions that, individually or collectively,
may cast significant doubt on the group’s or parent
company’s ability to continue as a going concern
for a period of at least twelve months from when the
financial statements are authorised for issue.
Our responsibilities and the responsibilities of the
directors with respect to going concern are described
in the relevant sections of this report.
Our application of materiality
Materiality applied to the group financial statements
was £2,720,000 (2020: £1,240,000) with performance
materiality set at £1,904,000 (2020: £868,000).
This amount has been determined based upon
the group’s revenue. We based the materiality on
revenue because we consider this to be the most
relevant performance indicator of the group and is a
significant driver of profit or loss for the year.
Materiality applied to the parent company’s financial
statements was £1,450,000 (2020: £500,000). The
benchmark for determining materiality of the parent
company was 0.5% of gross assets owing to the
investments held by the parent company in its
subsidiaries.
The Directors are responsible for preparing the Annual
Report and the Financial Statements in accordance
with applicable law and regulations, including the AIM
Rules for Companies.
Company law requires the Directors to prepare
financial statements for each financial year. Under
that law the Directors have elected to prepare
the Group and Company Financial Statements in
accordance with International Financial Reporting
Standards (IFRSs) in conformity with the requirements
of the Companies Act 2006. Under company law the
Directors must not approve the Financial Statements
unless they are satisfied that they give a true and
fair view of the state of affairs of the Group and
Company, and of the profit or loss of the Group for
that period. In preparing these Financial Statements,
the Directors are required to:
─ select suitable accounting policies and then apply
them consistently;
─ make judgments and accounting estimates that
are reasonable and prudent;
─ state whether applicable IFRSs in conformity
with the requirements of the Companies Act
2006 have been followed, subject to any material
departures disclosed and explained in the
financial statements; and
─ prepare the financial statements on the going
concern basis unless it is inappropriate to
presume that the Group will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Group’s and Company’s transactions and
disclose with reasonable accuracy at any time the
financial position of the Group and Company, and
enable them to ensure that the Financial Statements
comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Group
and Company, and hence for taking reasonable steps
for the prevention and detection of fraud and other
irregularities.
The Directors are responsible for the maintenance
and integrity of the corporate and financial
information included on the Company’s website,
www.sigmaroc.com. Legislation in the United
Kingdom governing the preparation and
dissemination of the Financial Statements may differ
from legislation in other jurisdictions.
The Company is compliant with AIM Rule 26
regarding the Company’s website.
The Directors confirm that they have complied with
the above requirements in preparing the Financial
Statements.
122
123
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLCImage: Nordkalk, Miedzianka
GOVERNANCE REPORT
Independent Auditor’s Report to the Members of SigmaRoc plc
LLP using a team with specific experience of auditing
mining companies and publicly listed entities. The
audit team, including the Senior Statutory Auditor
interacted regularly with the component audit teams
during all stages of the audit and was responsible
for the scope and direction of the audit process. Due
to the global COVID-19 pandemic and the resulting
travel restrictions, on-site meetings were limited. As a
result, the Group audit team increased the frequency
of phone and video calls with component auditors,
and performed a virtual online programme of detailed
reviews of the component audit teams’ files.
For all in-scope components, the Group audit
team was involved in the audit work performed by
the component auditors through a combination of
provision of instructions, regular interaction with
the component teams during the year, review and
challenge of related component reporting and of
findings from their work (which included the audit
procedures performed to respond to risks of material
misstatement), and attendance during component
audit closing conference calls. This, in conjunction
with additional procedures performed, gave us
appropriate evidence for our opinion on the group
and parent company financial statements.
Key audit matters
Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the financial statements of the current
period and include the most significant assessed
risks of material misstatement (whether or not due
to fraud) we identified, including those which had
the greatest effect on: the overall audit strategy, the
allocation of resources in the audit; and directing the
efforts of the engagement team. These matters were
addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on
these matters.
KEY AUDIT MATTER
HOW OUR SCOPE ADDRESSED THIS MATTER
Carrying value of investments (Company) – Note 18 and
intangible assets (Group) – Note 17 Carrying value of
investments, goodwill and intangible assets
The Company carries material investments in its Statement of
Financial Position related to its subsidiary undertaking (refer
to note 18).
There is a risk that the carrying value of these
investments could be overstated.
The group carries a material amount of goodwill and
separately identifiable intangible assets relating to the
subsidiary undertakings acquired in current and previous
years (Note 17).
There is a risk that the intangible asset balances may be
impaired and not fully recoverable.
Our audit work on this matter included:
─ Obtaining and reviewing the impairment test performed
by management to ensure it is in line with the
requirements of IAS 36. Management’s impairment
models, and the assumptions used, were reviewed and
challenged as appropriate.
─ For assets valued as part of the PPA assessment,
we reviewed the key inputs and assumptions in PPA
using our internal experts via the PKF Valuation team,
to ensure this is in line with our understanding and
whether they are reasonable.
─ Reviewing any movements in capitalised development
costs and agreeing the movements to supporting
documentation as well as the IAS 38 recognition
criteria.
─ Consider the appropriateness of the accounting policies
and disclosures included in the financial statements.
Inventory – Note 21
The group holds a material amount of inventory (Note 21).
Our audit work on this matter included:
There is the risk that the value of inventory is materially
misstated, and that inventory is not accounted for in line with
IAS 2 - Inventories, and specifically that;
─ Inventory is not valued using a consistent methodology
across the group;
─ Inventory has been valued using judgements of the cost
inputs and allocated overheads which may not be wholly
attributable to its production; and
─ We, and the component auditors, attended inventory
counts performed at each subsidiary holding a material
amount of inventory, ensuring accuracy of the count
and subsequently reconciled the quantities, using sales
and production reports, to the year-end listing.
─ We reviewed and corroborated the cost inputs and
allocated overheads that underpin the inventory
valuation.
─ Inventory has become obsolete, by way of damage or
─ We compared carrying values per the year-end
falling resalable value.
inventory listing to post year-end sales, to ensure
that inventory was not being held at more than its net
realisable value.
─ We assessed slow moving and possibly obsolete
inventory by reviewing the post year-end inventory
sheets for evidence of post year end sale or usage.
For each component in the scope of our group audit,
we allocated a materiality that was less than our
overall group materiality. Having regard to the mix of
size and risk profile of components across the group,
component materiality for significant and/or material
subsidiary undertakings ranged from £1,450,000 to
£150,000 (2020: £900,000 to £125,000).
We agreed with the audit committee that we would
report all individual audit differences identified during
the course of our audit in excess of £136,000 (2020:
£62,000) together with any other audit misstatements
below that threshold that we believe warranted
reporting on qualitative grounds. For the parent
company, this threshold was £72,500 (2020: £25,000).
Our approach to the audit
In designing our audit, we determined materiality,
as above, and assessed the risk of material
misstatement in the financial statements. In particular,
we looked at areas involving significant accounting
estimates and judgement by the directors and
considered future events that are inherently uncertain.
We note that the group have made a significant
acquisition during the year and have also performed
a purchase price allocation during the year on the
goodwill asset recognised in the prior year. Both of
these areas are inherently complicated and require
a significant amount of judgement by management.
We also addressed the risk of management override
of internal controls, including evaluating whether
there was evidence of bias by the directors that
represented a risk of material misstatement due to
fraud.
Of the 42 components of the group, a full scope audit
was performed on the complete financial information
of 8 components, and for the components not
considered significant, we performed a limited scope
analytical review together with substantive testing
as appropriate on group audit risk areas applicable
to those components based on their relative size,
risks in the business and our knowledge of the
entity appropriate to respond to the risk of material
misstatement.
Of the 8 reporting components in the group, 1 was
located in Finland, 1 was located in Sweden, 1 was
located in Poland and 1 was located in Belgium.
The components in these locations were audited by
firms outside of the PKF network operating under
our instruction. The remaining components were
performed in London, conducted by PKF Littlejohn
124
125
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
GOVERNANCE REPORT
Independent Auditor’s Report to the Members of SigmaRoc plc
KEY AUDIT MATTER
HOW OUR SCOPE ADDRESSED THIS MATTER
Acquisition of Nordkalk Oy AB & B-Mix Beton NV – Note
34
During the year, the group made two acquisitions: Nordkalk
Oy AB group & B-Mix Beton group.
Management judgement is involved in determining the
appropriate accounting treatment, including whether the
acquisition met the definition of a business combination, date
of transfer of control and accounting for consideration.
Management judgement is also required in the assessment
of the fair values of assets and liabilities acquired, and their
associated useful lives, and the use of estimates in the
determination of these values and the resultant intangible
assets and goodwill recognised.
There is a risk that the acquisitions have been incorrectly
accounted for in line with the requirements of IFRS 3.
Our audit work on this matter included:
─ We assessed management’s assertion that these are
regular business combinations under IFRS 3.
─ We agreed significant inputs used in the acquisition
accounting to underlying purchase agreements and
other supporting documentation.
─ We reviewed and corroborated the assets and liabilities
within the ledgers of both groups at the date of
acquisition to ensure that the correct opening position
was used by management when calculating their initial
goodwill figure prior to formal purchase price allocations
being performed.
─ Consider the appropriateness of the accounting policies
and disclosures included in the financial statements.
Other information
The other information comprises the information
included in the annual report, other than the financial
statements and our auditor’s report thereon. The
directors are responsible for the other information
contained within the annual report. Our opinion on
the group and parent company financial statements
does not cover the other information and, except to
the extent otherwise explicitly stated in our report,
we do not express any form of assurance conclusion
thereon. Our responsibility is to read the other
information and, in doing so, consider whether the
other information is materially inconsistent with the
financial statements or our knowledge obtained in
the course of the audit, or otherwise appears to be
materially misstated. If we identify such material
inconsistencies or apparent material misstatements,
we are required to determine whether this gives
rise to a material misstatement in the financial
statements themselves. If, based on the work we
have performed, we conclude that there is a material
misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by
the Companies Act 2006
In our opinion, based on the work undertaken in the
course of the audit:
─ the information given in the strategic report and
the directors’ report for the financial year for
which the financial statements are prepared is
consistent with the financial statements; and
─ the strategic report and the directors’ report have
been prepared in accordance with applicable
legal requirements.
Matters on which we are required to
report by exception
In the light of the knowledge and understanding
of the group and the parent company and their
environment obtained in the course of the audit, we
have not identified material misstatements in the
strategic report or the directors’ report.
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
─ adequate accounting records have not been kept
by the parent company, or returns adequate for
our audit have not been received from branches
not visited by us; or
─ the parent company financial statements are not
in agreement with the accounting records and
returns; or
─ certain disclosures of directors’ remuneration
specified by law are not made; or
─ we have not received all the information and
explanations we require for our audit.
Responsibilities of directors
As explained more fully in the statement of directors’
responsibilities, the directors are responsible for
the preparation of the group and parent company
financial statements and for being satisfied that they
give a true and fair view, and for such internal control
as the directors determine is necessary to enable the
preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the group and parent company
financial statements, the directors are responsible
for assessing the group and the parent company’s
ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and
using the going concern basis of accounting unless
the directors either intend to liquidate the group or
the parent company or to cease operations, or have
no realistic alternative but to do so.
Auditor’s responsibilities for the audit of
the financial statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a
high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of
these financial statements.
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect
of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities,
including fraud is detailed below:
─ We obtained an understanding of the group and
parent company and the sector in which they
operate to identify laws and regulations that could
reasonably be expected to have a direct effect
on the financial statements. We obtained our
understanding in this regard through discussions
with management, review of accident logbooks,
application of cumulative audit knowledge and
experience of the sector.
─ We determined the principal laws and regulations
relevant to the group and parent company in this
regard to be those arising from:
• Companies Act 2006
• British Standards Institution (BSI)
• AIM listing rules
• Quoted Companies Alliance
•
Local laws and regulations
• General Data Protection Regulation
• Anti-bribery and anti-money laundering
regulations
─ We designed our audit procedures to ensure the
audit team considered whether there were any
indications of non-compliance by the group and
parent company with those laws and regulations.
These procedures included, but were not limited
to:
•
•
•
enquiries of management regarding potential
non-compliance
review of board minutes
review of legal and professional fees to
understand the nature of the costs and the
existence of any non-compliance with laws
and regulations
•
regulatory news announcements
• discussions with component auditors with
regards to any instances of local non-
compliance noted during the component
auditors work
126
127
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
GOVERNANCE REPORT
Independent Auditor’s Report to the Members of SigmaRoc plc
Use of our report
This report is made solely to the company’s
members, as a body, in accordance with Chapter 3 of
Part 16 of the Companies Act 2006. Our audit work
has been undertaken so that we might state to the
company’s members those matters we are required
to state to them in an auditor’s report and for no other
purpose. To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone, other
than the company and the company’s members as
a body, for our audit work, for this report, or for the
opinions we have formed.
Zahir Khaki (Senior Statutory Auditor)
For and on behalf of PKF Littlejohn LLP
Statutory Auditor
22 March 2022
15 Westfery Circus
Canary Wharf
London E14 4HD
• discussions with component auditors with
respect to their work regarding management
override of controls and any instances of
fraud noted from their work
─ We also identified the risks of material
misstatement of the financial statements due to
fraud. We considered, in addition to the non-
rebuttable presumption of a risk of fraud arising
from management override of controls, that the
potential for management bias was identified in
relation to the impairment assessment of goodwill
and intangible assets. We addressed this by
challenging the assumptions and judgements
made by management when evaluating any
indicators of impairment.
─ As in all of our audits, we addressed the risk
of fraud arising from management override of
controls by performing audit procedures which
included, but were not limited to: the testing
of journals; reviewing accounting estimates for
evidence of bias; and evaluating the business
rationale of any significant transactions that are
unusual or outside the normal course of business
─ As part of the group audit, we have
communicated with component auditors the
fraud risks associated with the group and the
need for the component auditors to address
the risk of fraud in their testing. To ensure that
this has been completed, we have reviewed
component auditor working papers in this area
and obtained responses to our group instructions
from the component auditors.
Because of the inherent limitations of an audit, there
is a risk that we will not detect all irregularities,
including those leading to a material misstatement
in the financial statements or non-compliance
with regulation. This risk increases the more that
compliance with a law or regulation is removed from
the events and transactions reflected in the financial
statements, as we will be less likely to become
aware of instances of non-compliance. The risk is
also greater regarding irregularities occurring due to
fraud rather than error, as fraud involves intentional
concealment, forgery, collusion, omission or
misrepresentation.
A further description of our responsibilities for the
audit of the financial statements is located on the
Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
128
Nordkalk, Klinthagen
129
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC ‘CdB’
Carrières du Boulonnais which is part of Groupe
Boulonnais
in equity, Company statement of changes in equity,
consolidated and company cash flow statements and
the accompanying notes to the financial statements
‘JV’
joint venture
FINANCIAL REPORT
Definitions
‘2018 Regulations’
The Companies (Directors’ Report) and Limited
Liability Partnerships (Energy and Carbon Report)
Regulations 2018 that came into force on 1 April 2019
‘Accounts’ or ‘Annual Report’
the consolidated financial statements of the Group
for the year ended 31 December 2020 together with
the Chairman’s Statement, CEO’s Strategic Report,
Directors’ Report and additional reports contained
therein
‘Adjusted Leverage Ratio’
the comparison of net debt to Underlying EBITDA for
the last twelve months adjusted for pre-acquisition
earnings of subsidiaries acquired during the year
‘AGM’
an annual general meeting of the Company
‘Allen’ or ‘Allen Concrete’
Topcrete Limited and its subsidiary undertakings,
including Allen (Concrete) Limited
‘Articles’
the Company’s Articles of Association
‘B-Mix’
group of companies acquired in March 2021
comprising B-Mix Beton NV, J&G Overslag en
Kraanbedrijf BV and Top Pomping NV
‘CEO’
Chief Executive Officer of the Company occupied by
Max Vermorken
‘CFO’
Chief Financial Officer of the Company occupied by
Garth Palmer
‘Cheshire Concrete Products’ or ‘CCP’
CCP Building Products Limited and its subsidiary
undertakings
‘CO2’
carbon dioxide
‘CO2e’
carbon dioxide emitted
‘Company’ or ‘SigmaRoc’
SigmaRoc plc
‘Coronavirus’, ‘COVID-19’ or ‘COVID’
coronavirus (COVID-19) infectious disease and its
pandemic outbreak
‘Cuvelier’
Philippe Cuvelier S.A
‘Benelux Platform’
the Group’s concrete and construction aggregates
platform covering the Benelux market including
GduH, B-Mix and Stone
‘Bluestone’
Belgian Blue Limestone local to the Hainaut region
‘Dimension Stone Platform’
the Group’s dimension stone platform based in
Belgium consisting of CDH
‘EBITDA’
earnings before interest, tax, depreciation and
amortisation
‘Board’ or ‘Directors’
The board directors of the Company, being the
existing Directors (whose names are set out on page
6 of this document), proposed Directors or both, as
the context may require
‘eCO2’
embodied CO2
‘EMS’
environmental management system
‘Capex’
capital expenditure on property, plant and equipment
‘EPS’
earnings per share
‘Carrières du Hainaut’ or ‘CDH’
CDH Développement SA and its subsidiary
undertakings, including Carrières du Hainaut SCA
‘ESG’
environment, social and governance
‘Casters’
Casters Beton NV
130
‘Financial Statements’
the consolidated income statement, consolidated
statement of comprehensive income, statements of
financial position, consolidated statement of changes
‘Foelfach’
Foelfach Stone Limited
‘FTSE Russell’
subsidiary of London Stock Exchange Group that
produces, maintains, licenses, and markets stock
market indices
‘GduH’ or ‘Granulats du Hainaut’
Granulats du Hainaut SA
‘GGBS’
ground-granulated blast-furnace slag
‘GHG’
greenhouse gas
‘Group’
the Company and its subsidiary undertakings
‘Groupe Boulonnais’
Groupe Carrières du Boulonnais
‘Harries’
GDH (Holdings) Limited and its subsidiary
undertakings including Gerald D. Harries & Sons
Limited
‘JQG’, ‘Johnston’ or ‘Johnston Quarry Group’
Johnston Quarry Group Limited, Guiting Quarry
Limited and its subsidiary undertakings
‘kWh’
kilowatt-hour
‘LIBOR’
London Interbank Offered Rate
‘LTIFR’
lost time injury frequency rate
‘M&A’
mergers & acquisitions
‘MD’
Managing Director of business or platform
‘NED’
Non-Executive Director
‘NEBOSH’
The National Examination Board in Occupational
Safety and Health
‘Nordkalk’
Nordkalk Oy Ab and its subsidiary undertakings
‘HSEQ’
health, safety, environment and quality
‘NOX’
nitrogen oxides
‘H&S’
health & safety
‘IOSH’
Institution of Occupational Safety and Health
‘ISO’
International Organisation for Standardisation
‘ISO 14001’
international standard that specifies requirements
for an effective EMS, provides a framework that an
organisation can follow, rather than establishing
environmental performance requirements
‘ISO 45001’
standard for management systems of occupational
health and safety focused on reduction of
occupational injuries and diseases, including
promoting and protecting physical and mental health
‘Ordinary Shares’
the ordinary shares of 1 penny each in the capital of
the Company
‘Opex’
operating expenditure
‘PFA’
pulverished fuel ash
‘Poundfield’ or ‘Poundfield Products’
Poundfield Products (Group) Limited and its
subsidiary undertakings, including Poundfield
Products Limited
‘PPA’
purchase price allocation
‘QCA Code’
Quoted Companies Alliance’s Corporate Governance
Code
131
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC FINANCIAL REPORT
Definitions CONTINUED
‘RCF’
revolving credit facility
‘tCO2e’
tonnes of carbon dioxide equivalent
‘RMI’
repair, maintenance and improvement
‘TIFR’
total incident frequency rate
‘RNS’
Regulatory News Service
‘UK’
United Kingdom
‘Ronez’
Ronez Limited and its subsidiary undertakings
‘Ronez Platform’
the Group’s construction materials platform covering
the Channel Islands market including Ronez and
SigmaGsy
‘Underlying’
Underlying results are stated before acquisition
related expenses, certain finance costs, redundancy
and reorganisation costs, impairments, amortisation
of acquisition intangibles and share option expense.
References to an underlying profit measure
throughout this Interim Report are defined on this
basis
‘Santander’
Santander plc
‘SASB’
sustainability accounting standards board
‘SECR’
streamlined energy and carbon reporting
‘Shareholder’
a holder of Ordinary Shares
‘SigmaGsy’
SigmaGsy Limited
‘SigmaPPG’ or ‘PPG Platform’
the Group’s precast concrete products platform
covering the UK market including Allen, Poundfield
and CCP
‘SOx’
sulphur oxides
‘South Wales Platform’ or ‘SW Platform’
the Group’s construction materials platform covering
the Southern Welsh market including Harries and
Foelfach
‘Sterling’
pound sterling currency of the UK and Channel
Islands
‘Stone’ or ‘Stone Holdings’
Stone Holdings S.A and its subsidiary Philippe
Cuvelier S.A
‘TCFD’
task force on climate-related financial disclosures
132
‘USA’
United States of America
* These measures are not defined by International
Reporting Standards (IFRS) and therefore may not
be directly comparable to similar measures adopted
by other companies. These alternative performance
measures should be considered in addition to and
are not intended to be a substitute for, or superior to,
IFRS measures but provide useful information on the
performance of the group and underlying trends.
Carrières du Hainaut, Soignies
133
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC FINANCIAL REPORT
Consolidated Income Statement
FINANCIAL REPORT
Consolidated Statement of Comprehensive Income
Continued operations
Note
Revenue
Cost of sales
Profit from operations
Administrative expenses
Net finance (expense)/income
Other net (losses)/gains
7
8
8
12
13
YEAR ENDED 31 DECEMBER 2021
YEAR ENDED 31 DECEMBER 2020
Underlying
£’000
271,987
(210,068)
61,919
Non-
underlying
(Note 11)
£’000
-
-
-
Total
£’000
Underlying
£’000
271,987
124,231
(210,068)
(90,028)
61,919
34,203
Non-
underlying*
(Note 11)
£’000
-
-
-
Total
£’000
124,331
(90,028)
34,203
(31,792)
(25,734)
(57,526)
(20,046)
(4,554)
(24,600)
(5,317)
(1,682)
(6,999)
(2,379)
(360)
(2,739)
1,978
(1,644)
334
374
(65)
Profit/(loss) before tax
27,788
(29,060)
(2,272)
12,152
(4,979)
Tax expense
15
(4,699)
-
(4,699)
(662)
-
Profit/(loss)
22,089
(29,060)
(6,971)
11,490
(4,979)
309
7,173
(662)
6,511
Profit/(loss) for the year
(6,971)
6,511
6 months to 30 June 2021
Unaudited
£
6 months to 30 June 2020
Unaudited
£
Note
Other comprehensive income:
Items that will or may be reclassified to profit or loss:
FX translation reserve
Cash flow hedges - effective portion of changes in fair value
Remeasurement of the net defined benefits liability
Other comprehensive income, net of tax
Total comprehensive income
Total comprehensive income attributable to:
Owners of the parent
Non-controlling interests
Total comprehensive income for the period
(15,806)
882
155
(14,769)
(21,740)
(22,343)
603
(21,740)
2,379
-
-
2,379
8,890
8,890
-
8,890
Profit/(loss) attributable to:
Owners of the parents
22,499
(29,060)
(7,561)
11,490
(4,979)
6,511
Non-controlling interests
590
-
590
-
-
-
22,089
(29,060)
(6,971)
11,490
(4,979)
6,511
Basic earnings per share
attributable to owners
of the parent (expressed
in pence per share)
Diluted earnings per share
attributable to owners
of the parent (expressed
in pence per share)
32
32
5.37
(7.26)
(1.89)
4.50
(1.95)
2.55
5.02
(6.79)
(1.77)
4.15
(1.80)
2.35
* Non-underlying items represent acquisition related expenses, restructuring costs, certain finance costs, share option expense
and amortisation of acquired intangibles. See Note 11 for more information.
134
135
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC FINANCIAL REPORT
Statements of Financial Position
Company number: 05204176
CONSOLIDATED
COMPANY
CONSOLIDATED
COMPANY
31 December
2021
£’000
31 December
2020
£’000
31 December
2021
£’000
31 December
2020
£’000
Note
256,436
144,793
306,436
48,804
429
-
52
-
Total Liabilities
Net assets
-
524
5,134
870
4,759
3,129
-
-
-
-
21
1,412
554,195
101,249
Equity attributable to owners of the parent
-
-
-
-
-
-
-
-
-
-
Share capital
Share premium
Share option reserve
Other reserves
Retained earnings
577,288
195,030
554,624
101,301
Equity attributable to owners of the parent
Non-controlling interest
Total equity
31 December
2021
£’000
31 December
2020
£’000
31 December
2021
£’000
31 December
2020
£’000
Note
229,530
358,161
411,154
82,819
133,661
123,563
196,469
210,138
366,716
5,122
19,359
94,613
28
28
29
30
31
6,739
2,787
6,379
2,787
399,897
107,418
399,897
107,418
3,104
(11,236)
2,166
400,260
10,894
411,154
847
3,293
9,218
123,563
-
3,104
1,362
(44,026)
366,716
-
847
1,362
(17,801)
94,613
-
123,563
366,716
94,613
The Company has elected to take the exemption under Section 408 of the Companies Act 2006 from presenting the
Company’s Income Statement and Statement of Comprehensive Income.
The loss for the Company for the year ended 31 December 2021 was £26.3 million (year ended 31 December 2020: £5.8
million).
The Financial Statements were approved and authorised for issue by the Board of Directors on 22 March 2022 and were
signed on its behalf by:
46,523
5,567
14,216
Garth Palmer
Chief Financial Officer
Non-current assets
Property, plant and equipment
Intangible assets
Investment in subsidiary undertakings
Investment in equity-accounted associate
Investment in joint ventures
Derivative financial asset
Other receivables
Deferred tax assets
Current assets
Trade and other receivables
Inventories
Cash and cash equivalents
Derivative financial asset
Total assets
Current liabilities
Trade and other payables
Derivative financial liabilities
Provisions
Borrowings
Current tax payable
Non-current liabilities
Borrowings
Employee benefit liabilities
Deferred tax liabilities
Provisions
Other payables
136
16
17
18
19
33
20
15
20
21
22
33
23
33
25
24
24
15
25
23
73,254
44,530
69,916
4,327
192,027
769,315
98,213
737
4,024
21,723
3,934
128,631
20,343
14,247
27,452
152
62,194
257,224
2,890
-
19,038
302
22,230
576,854
998
-
11,521
152
12,671
113,972
-
-
3,611
708
50,842
-
-
8,102
-
13,669
212,199
67,688
192,068
1,589
5,190
6,151
4,401
-
3,871
6,160
5,100
-
-
-
-
-
21
-
14,237
22
-
-
-
4,401
5,100
137
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC FINANCIAL REPORT
FINANCIAL REPORT
Consolidated Statement of Changes in Equity
Company Statement of Changes in Equity
e
t
o
N
Share capital
£’000
Share
premium
£’000
Share option
reserve
£’000
Other reserves
£’000
Retained
earnings
£’000
Total
£’000
2,537
95,359
531
1,362
(11,995)
87,794
e
t
o
N
Share
capital
£’000
Share
premium
£’000
Share
option
reserve
£’000
Other
reserves
£’000
Retained
earnings
£’000
Non-con-
trolling
interest
£’000
Total
£’000
2,537
95,359
531
914
2,707
102,048
-
-
-
-
-
-
243
12,156
-
7
(441)
344
250
12,059
-
-
-
-
-
316
316
-
6,511
6,511
2,379
-
2,379
2,379
6,511
8,890
-
-
-
-
-
-
-
-
12,399
(441)
667
12,625
2,787
107,418
847
3,293
9,218
123,563
2,787
107,418
847
3,293
9,218
123,563
-
-
-
-
-
-
-
-
-
-
Total
£’000
102,048
6,511
2,379
8,890
12,399
(441)
667
12,625
123,563
123,563
Balance as at 1 January
2020
Profit/(Loss)
Total comprehensive
income for the period
Contributions by and
distributions to owners
Issue of share capital
Issue costs
28
Share based payments
Total contributions by and
distributions to owners
Balance as at 31
December 2020
Balance as at 1 January
2021
Profit/(Loss)
Total comprehensive
income for the period
Contribution by and
districutions to owners
-
-
-
-
243
12,156
-
7
(441)
344
250
12,059
2,787
107,418
2,787
107,418
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(65)
-
3,592
292,479
2,257
-
(7,561)
(7,561)
590
(6,971)
(15,819)
13
(15,806)
Acquired via acquisition
(15,819)
1,037
-
-
1,037
-
1,037
Issue of share capital
3,098
258,996
(14,782)
(7,561)
(22,343)
603
(21,740)
-
-
-
-
253
253
-
-
-
-
65
394
-
9,031
9,031
262,085
1,260
263,345
(8,748)
45,056
-
647
-
-
-
-
(8,748)
45,056
-
647
460
299,040
10,291
309,331
Issue costs
28
Share based payments
Exercise of share options
Total contributions by and
distributions to owners
Balance as at 31
December 2021
-
503
-
(8,748)
42,231
-
3,592
292,479
6,379
399,897
6,379
399,897
3,104
(11,236)
2,116
400,260
10,894
411,154
Issue of share capital
3,098
258,996
Issue costs
28
-
(8,748)
Share based payments
503
42,231
2,322
Balance as at 1 January
2020
Profit for the year
Currency translation
differences
Total comprehensive
income for the period
Contributions by and
distributions to owners
Issue of share capital
Issue costs
28
Share based payments
Total contributions by and
distributions to owners
Balance as at 31
December 2020
Balance as at 1 January
2021
Profit for the year
Currency translation
diffferences
Other comprehensive
income
Total comprehensive
income for the period
Contribution by and
districutions to owners
Acquired via acquisition
Exercise of share options
Other equity adjustments
Total contributions by and
distributions to owners
Balance as at 31
December 2021
138
-
-
-
-
316
316
847
847
-
-
-
-
-
2,322
(65)
2,257
3,104
-
-
-
-
-
-
(5,806)
(5,806)
(5,806)
(5,806)
-
-
-
-
12,399
(441)
667
12,625
1,362
(17,801)
94,613
1,362
(17,801)
94,613
-
-
-
-
-
-
-
(26,290)
(26,290)
(26,290)
(26,290)
-
-
-
-
65
65
-
262,085
(8,748)
45,056
-
298,393
1,362
(44,026)
366,716
139
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC FINANCIAL REPORT
Cash Flow Statements
Cash flows from operating activities
Profit/(loss)
Adjustments for:
Depreciation and amortisation
Impairments
Share option expense
Loss/(gain) on sale of PP&E
Net finance costs
Income tax expense
Share of earnings from joint ventures
Non-cash items
(Increase)/decrease in trade and other receivables
(Increase)/decrease in inventories
(Decrease)/increase in trade and other payables
Decrease in provisions
Income tax paid
Net cash inflows/(outflows) from operating activities
Investing activities
Purchase of property, plant and equipment
Sale of property, plant and equipment
Purchase of intangible assets
e
t
o
N
16
17
CONSOLIDATED
COMPANY
Year ended 31
December 2021
Year ended 31
December 2020
Year ended 31
December 2021
Year ended 31
December 2020
£’000
£’000
£’000
£’000
(6,971)
6,511
(26,290)
(5,484)
19,115
10,889
2,006
2,321
101
7,360
4,699
(291)
(1,103)
(1,178)
130
9,142
(1,339)
(4,451)
29,541
-
316
(373)
2,739
662
(294)
650
7,559
(1,008)
2,714
-
(1,894)
28,471
49
-
2,321
-
2,705
-
-
(275)
(1,142)
-
2,348
-
-
29
-
316
-
203
-
-
351
(211)
-
(136)
-
-
(20,284)
(4,932)
16
17
(22,555)
(6,452)
(426)
3,475
(62)
896
(153)
-
-
(9)
-
-
Acquisition of businesses (net of cash acquired)
(350,940)
(8,383)
(379,854)
(10,117)
Financial derivative
Loans granted
Interest received
(4,327)
(750)
-
(152)
-
186
(302)
(750)
5
(152)
-
38
Net cash used in investing activities
(375,159)
(14,058)
(381,327)
(10,240)
Financing activities
Proceeds from share issue
Cost of share issue
Proceeds from borrowings
Cost of borrowings
Repayment of borrowings
Net loans with subsidiaries
Interest paid
Repayment of finance lease obligations
Net cash used in financing activities
140
263,344
(8,748)
155,734
(5,425)
(12,253)
-
(3,511)
(601)
388,540
12,399
(441)
67,646
(859)
(73,148)
-
(2,487)
-
3,110
262,085
(8,748)
167,020
(5,425)
-
(3,927)
(1,858)
(21)
12,399
(441)
-
-
-
10,810
(0.7)
(23)
409,126
22,744
e
t
o
N
Net increase/(decrease) in cash and cash
equivalents
Cash and cash equivalents at beginning of period
Exchange losses on cash
Cash and cash equivalents and end of period
22
Major non-cash transactions
CONSOLIDATED
COMPANY
Year ended 31
December 2021
Year ended 31
December 2020
Year ended 31
December 2021
Year ended 31
December 2020
£’000
42,922
27,452
(458)
69,916
£’000
17,523
9,868
61
27,452
£’000
7,515
11,521
2
19,038
£’000
7,572
3,936
13
11,521
During the year ended 31 December 2021 there were share based payments of £42.7 million as part of the Nordkalk
acquisition. £0.8m is a non-cash gain on a liquidation of Coordination du Hainaut SCS and the remainder of non-cash
movements are not considered material.
141
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC FINANCIAL REPORT
Notes to the Financial Statements
1. General Information
the historical cost convention.
2.2 Basis of Consolidation
The principal activity of SigmaRoc plc (the
‘Company’) is to make investments and/or acquire
projects in the construction materials sector and
through its subsidiaries (together the ‘Group’) is the
production of high-quality aggregates and supply of
value-added construction materials. The Company’s
shares are admitted to trading on the AIM Market of
the London Stock Exchange (‘AIM’). The Company is
incorporated and domiciled in the United Kingdom.
The address of its registered office is Suite 1, 15
Ingestre Place, London, W1F 0DU.
2. Accounting Policies
The principal accounting policies applied in the
preparation of these Financial Statements are set
out below (‘Accounting Policies’ or ‘Policies’). These
Policies have been consistently applied to all the
periods presented, unless otherwise stated.
2.1 Basis of Preparing the Financial
Statements
The Financial Statements have been prepared in
accordance with International Financial Reporting
Standards (‘IFRS’) and IFRIC Interpretations
Committee (‘IFRIC IC’) in conformity with the
requirements of the Companies Act 2006. The
Financial Statements have also been prepared under
The Financial Statements are presented in UK
Pounds Sterling rounded to the nearest thousand.
The preparation of Financial Statements in conformity
with IFRS’s requires the use of certain critical
accounting estimates. It also requires management
to exercise its judgement in the process of applying
the Group’s Accounting Policies. The areas involving
a higher degree of judgement or complexity, or areas
where assumptions and estimates are significant to
the Financial Information are disclosed in Note 4.
a) Changes in Accounting Policy
i) New standards and amendedments standards
adopted by the Group
The International Accounting Standards Board
(IASB) issued various amendments and revisions
to International Financial Reporting Standards and
IFRIC interpretations. The amendments and revisions
were applicable for the period ended 31 December
2021 but did not result in any material changes to the
financial statements of the Group or Company.
ii) New standards, amendments and interpretations in
issue but not yet effective or not yet endorsed and not
early adopted
Standards, amendments and interpretations that are
not yet effective and have not been early adopted are
as follows:
STANDARDS
IFRS 3
IAS 37
IAS 16
Annual improvements
IAS 8
IAS 1
IMPACT ON INITIAL APPLICATION
Reference to Conceptual Framework
Onerous contracts
Proceeds before intended use
2018-2020 Cycle
Accounting estimates
Classification of Liabilities as Current or Non-Current.
EFFECTIVE DATE
1 January 2022
1 January 2022
1 January 2022
1 January 2022
1 January 2022
1 January 2023
The Group is evaluating the impact of the new and amended standards above which are not expected to have a material
impact on the Group’s results or shareholders’ funds
The Consolidated Financial Statements consolidate
the Financial Statements of the Company and the
accounts of all of its subsidiary undertakings for all
periods presented.
Subsidiaries are entities over which the Group has
control. The Group controls an entity when the Group
is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to
affect those returns through its power over the entity.
Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are
deconsolidated from the date that control ceases.
The Group applies the acquisition method of
accounting to account for business combinations.
The consideration transferred for the acquisition of a
subsidiary is the fair values of the assets transferred,
the liabilities incurred to the former owners of the
acquiree and the equity interests issued by the
Group. The consideration transferred includes the
fair value of any asset or liability resulting from a
contingent consideration arrangement. Identifiable
assets acquired and liabilities and contingent
liabilities assumed in a business combination are
measured initially at their fair values at the acquisition
date.
Acquisition-related costs are expensed as incurred
unless they result from the issuance of shares, in
which case they are offset against the premium on
those shares within equity.
Any contingent consideration to be transferred by the
Group is recognised at fair value at the acquisition
date. Subsequent changes to the fair value of the
contingent consideration that is deemed to be an
asset or liability is recognised in accordance with
IAS 39 either in profit or loss or as a change to other
comprehensive income. Contingent consideration
that is classified as equity is not re-measured, and its
subsequent settlement is accounted for within equity.
Investments in subsidiaries are accounted for at cost
less impairment.
Associates are entities over which the Group has
significant influence but not control over the financial
and operating policies. Investments in associates are
accounted for using the equity method of accounting
and are initially recognised at cost. The Group’s share
of its associates’ post-acquisition profits or losses
is recognised in profit or loss, and its share of post-
acquisition movements in reserves is recognised in
other comprehensive income. The cumulative post-
acquisition movements are adjusted against the
carrying amount of the investment.
Accounting policies of equity–accounted investees
have been changed where necessary to ensure
consistency with the policies adopted by the Group.
Where considered appropriate, adjustments are
made to the financial information of subsidiaries
to bring the accounting policies used into line with
those used by other members of the Group. All
intercompany transactions and balances between
Group enterprises are eliminated on consolidation.
CDH, B-Mix, Stone and GduH use Belgian GAAP
rules to prepare and report their financial statements.
The Group reports using IFRS standards and in order
to comply with the Group’s reporting standards,
management of CDH and B-Mix processed several
adjustments to ensure the financial information
included at a Group level complies with IFRS. CDH
and B-Mix will continue to prepare their company
financial statements in line with the Belgian GAAP
rules.
Nordkalk entities use local GAAP rules to prepare and
report their financial statements. The Group reports
using IFRS standards and in order to comply with
the Group’s reporting standards, management of
Nordkalk processed several adjustments to ensure
the financial information included at a Group level
complies with IFRS. Nordkalk will continue to prepare
their company financial statements in line with the
local GAAP rules.
The Employee Benefit Trust is considered to be a
special purpose entity in which the substance of the
relationship is that of control by the group in order
that the group may benefit from its control. The
assets held by the trust are consolidated into the
group
2.3 Going Concern
Whilst COVID-19 is now endemic and is expected to
have less of an impact in the future years, it still bears
uncertainty. The executive management team believe
that the Group has a sufficiently robust balance sheet
to endure any further uncertainty around COVID-19.
The Financial Statements have been prepared
on a going concern basis. The Directors have a
reasonable expectation that the Group and Company
have adequate resources to continue in operational
142
143
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC FINANCIAL REPORT
Notes to the Financial Statements CONTINUED
existence for the foreseeable future. Thus they
continue to adopt the going concern basis of
accounting in preparing the Financial Statements.
2.4 Segment Reporting
Operating segments are reported in a manner
consistent with the internal reporting provided to the
chief operating decision-maker. The chief operating
decision-maker, who is responsible for allocating
resources and assessing performance of the
operating segments, has been identified as the Board
of Directors that makes strategic decisions.
2.5 Foreign Currencies
a) Functional and Presentation Currency
Items included in the Financial Statements are
measured using the currency of the primary economic
environment in which the entity operates (the
‘functional currency’). The Financial Statements are
presented in Pounds Sterling, rounded to the nearest
£000’s, which is the Group’s functional currency.
b) Transactions and Balances
Foreign currency transactions are translated into
the functional currency using the exchange rates
prevailing at the dates of the transactions or valuation
where such items are re-measured. Foreign exchange
gains and losses resulting from the settlement of
such transactions and from the translation at year-
end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in
the Income Statement. Foreign exchange gains and
losses that relate to borrowings and cash and cash
equivalents are presented in the Income Statement
within ‘finance income or costs. All other foreign
exchange gains and losses are presented in the
Income Statement within ‘Other net gains/(losses)’.
Translation differences on non-monetary financial
assets and liabilities such as equities held at fair
value through profit or loss are recognised in
profit or loss as part of the fair value gain or loss.
Translation differences on non-monetary financial
assets measured at fair value, such as equities
classified as available for sale, are included in other
comprehensive income.
c) Group companies
The results and financial position of all the Group
144
entities (none of which has the currency of a
hyperinflationary economy) that have a functional
currency different from the presentation currency are
translated into the presentation currency as follows:
─ assets and liabilities for each period end date
presented are translated at the period-end
closing rate;
─ income and expenses for each Income Statement
are translated at average exchange rates (unless
this average is not a reasonable approximation
of the cumulative effect of the rates prevailing
on the transaction dates, in which case income
and expenses are translated at the dates of the
transactions); and
─ all resulting exchange differences are recognised
in other comprehensive income.
On consolidation, exchange differences arising
from the translation of the net investment in foreign
entities, and of monetary items receivable from
foreign subsidiaries for which settlement is neither
planned nor likely to occur in the foreseeable future,
are taken to other comprehensive income. When a
foreign operation is sold, such exchange differences
are recognised in the Income Statement as part of the
gain or loss on sale.
2.6 Intangible Assets
Goodwill arises on the acquisition of subsidiaries and
represents the excess of the consideration transferred
and the acquisition date fair value of any previous
equity interest in the acquire over the fair value of
the net identifiable assets, liabilities and contingent
liabilities of the acquire. If the total of consideration
transferred, non-controlling interest recognised and
previously held interest measured at fair value is less
than the fair value of the net assets of the subsidiary
acquired, in the case of a bargain purchase, the
difference is recognised directly in the Income
Statement.
As reported within the CEO’s strategic report, a PPA
was carried out to assess the fair value of the assets
acquired in Harries as at the completion date. As a
result of this exercise, goodwill in Harries decreased
from £6.1 million to £2 million with the corresponding
movement being property and land and minerals. The
current accounting policies regarding the subsequent
treatment intangible assets will apply to fair value
uplift attributable to the PPA.
Amortisation is provided on intangible assets to write
off the cost less estimated residual value of each
asset over its expected useful economic life on a
straight-line basis at the following annual rates:
Goodwill
Customer relations
Intellectual property
Research and
Development
Branding
Other intangibles
0%
7% - 12.5%
10% - 12%
10% - 20%
p
5% - 10%
10% - 20%
For the purpose of impairment testing, goodwill
acquired in a business combination is allocated to
each of the cash-generating units, or groups of cash-
generating units, that are expected to benefit from
the synergies of the combination. Each unit or group
of units to which the goodwill is allocated represents
the lowest level within the entity at which the goodwill
is monitored for internal management purposes.
Goodwill is monitored at the operating segment level.
Goodwill is not amortised however impairment
reviews are undertaken annually, or more frequently
if events or changes in circumstances indicate a
potential impairment. The carrying value of goodwill
is compared to the recoverable amount, which is the
higher of value in use, discounted to present value
using a pre-tax discount rate reflective of the time
value of money and risks specific to the business
unit. Any impairment is recognised immediately as an
expense and is not subsequently reversed.
Other intangibles consist of capitalised
development costs for assets produced that assist
in the operations of the Group and incur revenue.
Impairment reviews are performed annually. Where
the benefit of the intangible ceases or has been
superseded, these are written off the Income
Statement.
2.7 Property, Plant and Equipment
Property, plant and equipment is stated at cost, plus
any purchase price allocation uplift, less accumulated
depreciation and any accumulated impairment
losses. Subsequent costs are included in the asset’s
carrying amount or recognised as a separate asset,
as appropriate, only when it is probable that future
economic benefits associated with the item will
flow to the Group and the cost of the item can
be measured reliably. The carrying amount of the
replaced part is derecognised. All other repairs and
maintenance are charged to the Income Statement
during the financial period in which they are incurred.
Depreciation is provided on all property, plant and
equipment to write off the cost less estimated
residual value of each asset over its expected useful
economic life on a straight-line basis at the following
annual rates:
Office equipment
12.5% - 50%
Land and minerals
Land and Buildings
0% - 10%
0% - 10%
Plant and machinery
4% - 33%
Furniture and vehicles
7.5% - 33.3%
Construction in
progress
0%
The assets’ residual values and useful lives are
reviewed, and adjusted if appropriate, at the end of
each reporting period.
An asset’s carrying amount is written down
immediately to its recoverable amount if the asset’s
carrying amount is greater than its estimated
recoverable amount.
Gains and losses on disposal are determined by
comparing the proceeds with the carrying amount
and are recognised within ‘Other net gains/(losses)’ in
the Income Statement.
2.8 Land, Mineral Rights and Restoration
Costs
Land, quarry development costs, which include
directly attributable construction overheads and
mineral rights are recorded at cost plus any purchase
price allocation uplift. Land and quarry development
are depreciated and amortised, respectively, using
the units of production method, based on estimated
recoverable tonnage.
Where the Group has a legal or constructive
obligation for restoration of a site the costs of
restoring this site is provided for. The initial cost of
creating this provision is capitalised within property,
plant and equipment and depreciated over the life
of the site. The provisions are discounted to their
present value at a rate which reflects the time value of
money and risks specific to the liability. Changes in
the measurement of a previously capitalized provision
are accordingly added or deducted from the value of
145
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC FINANCIAL REPORT
Notes to the Financial Statements CONTINUED
the asset.
2.9 Financial Assets
The depletion of mineral rights and depreciation
of restoration costs are expensed by reference to
the quarry activity during the period and remaining
estimated amounts of mineral to be recovered over
the expected life of the operation.
The process of removing overburden and other mine
waste materials to access mineral deposits is referred
to as stripping.
There are two types of stripping activity:
─ Development stripping is the initial overburden
removal during the development phase to
obtain access to a mineral deposit that will be
commercially produced.
─ Production stripping relates to overburden
removal during the normal course of production
activities and commences after the first
saleable minerals have been extracted from the
component.
Development stripping costs are capitalised as a
development stripping asset when:
─ It is probable that future economic benefits
associated with the asset will flow to the entity;
and
─ The costs can be measured reliably.
Production stripping can give rise to two benefits, the
extraction of ore in the current period and improved
access to the ore body component in future periods.
To the extent that the benefit is the extraction of ore
stripping costs are recognised as an inventory cost.
To the extent that the benefit is improved access
to future ore, stripping costs are recognised as a
production stripping asset if the following criteria are
met:
─ It is probable that the future economic benefit
(improved access to ore) will flow to the entity;
─ The component of the ore body for which access
has been improved can be identified; and
─ The costs relating to the stripping activity can be
measured reliably.
The development and production stripping assets are
depreciated in accordance with units of production
based on the proven and probable reserves of the
relevant components. Stripping assets are classified
as other minerals assets in property, plant and
equipment.
146
Classification
The Group’s financial assets consist of loans and
receivables. The classification depends on the
purpose for which the financial assets were acquired.
Management determines the classification of its
financial assets at initial recognition.
(i) Financial Assets at Fair Value through Profit or Loss
Financial assets at fair value through profit or loss are
financial assets held for trading. A financial asset is
classified in this category if acquired principally for
the purpose of selling in the short term. Derivatives
are also categorised as held for trading unless they
are designated as hedges.
Assets in this category are classified as current
assets if expected to be settled within 12 months;
otherwise, they are classified as non-current.
(ii) Financial Assets at Fair Value through other
comprehensive income
A financial asset is classified and subsequently
measured at fair value through other comprehensive
income if it meets the SPPI criterion and is managed
in a business model in which assets are held both
for sale and to collect contractual cash flows, or if an
investment in an equity instrument is elected to be
measured at fair value through other comprehensive
income. Derivatives eligible for hedge accounting
are classified as financial assets at fair value through
other comprehensive income.
(iii) Loans and Receivables
Loans and receivables are non-derivative financial
assets with fixed or determinable payments that are
not quoted in an active market. They are included
in current assets, except for maturities greater than
12 months after the balance sheet date. These are
classified as non-current assets. The Group’s loans
and receivables comprise trade and other receivables
and cash and cash equivalents at the year-end.
Recognition and Measurement
Regular purchases and sales of financial assets are
recognised on the trade date – the date on which
the Group commits to purchasing or selling the
asset. Financial assets carried at fair value through
profit or loss is initially recognised at fair value,
and transaction costs are expensed in the Income
Statement. Financial assets are derecognised when
the rights to receive cash flows from the assets have
expired or have been transferred, and the Group has
transferred substantially all of the risks and rewards of
ownership.
Loans and receivables are subsequently carried at
amortised cost using the effective interest method.
Gains or losses arising from changes in the fair value
of financial assets at fair value through profit or loss
are presented in the Income Statement within “Other
(Losses)/Gains” in the period in which they arise.
value of estimated future cash flows (excluding future
credit losses that have not been incurred), discounted
at the financial asset’s original effective interest rate.
The asset’s carrying amount is reduced and the loss
is recognised in the Income Statement.
If, in a subsequent period, the amount of the
impairment loss decreases and the decrease can
be related objectively to an event occurring after the
impairment was recognised (such as an improvement
in the debtor’s credit rating), the reversal of the
previously recognised impairment loss is recognised
in the Income Statement.
Impairment of Financial Assets
The Group assesses at the end of each reporting
period whether there is objective evidence that a
financial asset, or a group of financial assets, is
impaired. A financial asset, or a group of financial
assets, is impaired and impairment losses are
incurred, only if there is objective evidence of
impairment as a result of one or more events that
occurred after the initial recognition of the assets
(a “loss event”), and that loss event (or events) has
an impact on the estimated future cash flows of the
financial asset, or group of financial assets, that can
be reliably estimated.
The criteria that the Group uses to determine that
there is objective evidence of an impairment loss
include:
─ significant financial difficulty of the issuer or
obligor;
─ a breach of contract, such as a default or
delinquency in interest or principal repayments;
─ the Group, for economic or legal reasons relating
to the borrower’s financial difficulty, granting to
the borrower a concession that the lender would
not otherwise consider; and
─ it becomes probable that the borrower will enter
bankruptcy or another financial reorganisation.
The Group first assesses whether objective evidence
of impairment exists.
The amount of the loss is measured as the difference
between the asset’s carrying amount and the present
2.10 Inventories
Inventories are initially recognised at cost, and
subsequently at the lower of cost and net realisable
value. Cost comprises all costs of purchase, costs of
conversion and other costs incurred in bringing the
inventories to their present location and condition.
In the case of manufactured inventories and work
in progress, cost includes an appropriate share of
overheads based on normal operating capacity.
Weighted average cost is used to determine the cost
of ordinarily interchangeable items.
2.11 Trade Receivables
Trade receivables are amounts due from third parties
in the ordinary course of business. If collection is
expected in one year or less, they are classified as
current assets. If not, they are presented as non-
current assets.
Trade receivables – factoring
The carrying amounts of the trade receivables
excludes receivables which are subject to a factoring
arrangement. Under this arrangement, the Group
has transferred the relevant receivables to the factor
in exchange for cash without recourse. Therefore,
it doesn’t recognise the transferred assets in their
entirety in its balance sheet.
The value of factored receivables at each year end
are as follows:
31 December 2021
£’000
31 December 2020
£’000
Total factoring
2,960
-
147
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
FINANCIAL REPORT
Notes to the Financial Statements CONTINUED
2.12 Cash and Cash Equivalents
Cash and cash equivalents comprise cash at bank
and in hand and are subject to an insignificant risk of
changes in value.
within one year or less. If not, they are presented as
non-current liabilities.
Trade payables are recognised initially at fair value,
and subsequently measured at amortised cost using
the effective interest method.
2.13 Share Capital
Ordinary shares are classified as equity. Incremental
costs directly attributable to the issue of new shares
or options are shown in equity as a deduction, net of
tax, from the proceeds.
2.14 Reserves
Share Premium – the reserve for shares issued above
the nominal value. This also includes the cost of share
issues that occurred during the year.
Retained Earnings – the retained earnings reserve
includes all current and prior periods retained profit
and losses.
Share Option Reserve – represents share options
awarded by the Company.
Other Reserves comprise the following:
Capital Redemption Reserve – the capital redemption
reserve is the amount equivalent to the nominal value
of shares redeemed by the Group.
Foreign Currency Translation Reserve - represents
the translation differences arising from translating the
financial statement items from functional currency to
presentational currency.
Deferred Shares – are shares that effectively do not
have any rights or entitlements.
Hedging Reserve – includes derivative instruments
used for cash-flow hedging.
2.16 Provisions
The Group provides for the costs of restoring a
site where a legal or constructive obligation exists.
The estimated future costs for known restoration
requirements are determined on a site-by-site basis
and are calculated based on the present value of
estimated future costs.
The amount recognised as a provision is the best
estimate of the consideration required to settle the
present obligation at the end of the reporting period,
taking into account the risks and uncertainties
surrounding the obligation. When a provision is
measured using the cash flows estimated to settle
the present obligation, its carrying amount is the
present value of those cash flows (where the effect
of the time value of money is material). The increase
in provisions due to the passage of time is included
in the Consolidated Statement of Profit or Loss and
Comprehensive Loss.
2.17 Borrowings
Bank and Other Borrowings
Interest-bearing bank loans and overdrafts and
other loans are recognised initially at fair value
less attributable transaction costs. All borrowings
are subsequently stated at amortised cost with
the difference between initial net proceeds and
redemption value recognised in the Income
Statement over the period to redemption on an
effective interest basis.
Fair-value Reserve – represents the changes of values
in certain assets.
2.18 Taxation
2.15 Trade Payables
Trade payables are obligations to pay for goods or
services that have been acquired in the ordinary
course of business from suppliers. Accounts payable
are classified as current liabilities if payment is due
Tax is recognised in the Income Statement, except
to the extent that it relates to items recognised
in other comprehensive income or directly in
equity. In this case, the tax is also recognised in
other comprehensive income or directly in equity,
respectively.
2.19 Non-Underlying Items
taxes.
Non-underlying items are a non IFRS measure, but
the Group have disclosed these separately in the
financial statements, where it is necessary to do
so to provide further understanding of the financial
performance of the Group. They are items that are
not expected to be recurring or do not relate to the
ongoing operations of the Group’s business and non-
cash items which distort the underlying performance
of the business.
2.20 Revenue Recognition
Group revenue arises from the sale of goods and
contracting services. Revenue is measured at the fair
value of the consideration received or receivable and
represents amounts receivable for goods or services
supplied in course of ordinary business, stated net
of discounts, returns and value added taxes. The
Group recognises revenue in accordance with IFRS
15, identifying performance obligations within its
contracts with customers, determining the transaction
price applicable to each of these performance
obligations and selecting an appropriate method
for the timing of revenue recognition, reflecting the
substance of the performance obligation at either a
point in time or over time.
Sale of goods
The majority of the Group’s revenue is derived from
the sale of physical goods to customers. Depending
on whether the goods are delivered to or collected
by the customer, the contract contains either one
performance obligation which is satisfied at the point
of collection, or two performance obligations which
are satisfied simultaneously at the point of delivery.
The performance obligation of products sold are
transferred according to the specific terms that have
been formally agreed with the customer, generally
upon delivery when the bill of lading is signed as
evidence that they have accepted the product
delivered to them.
The transaction price for this revenue is the amount
which can be invoiced to the customer once the
performance obligations are fulfilled, reduced to
reflect provisions recognised for returns, trade
discounts and rebates. The Group does not routinely
offer discounts or volume rebates, but where it does
the variable element of revenue is based on the most
likely amount of consideration that the Group believes
it will receive. This value excludes items collected on
behalf of third parties, such as sales and value added
For all sales of goods, revenue is recognised at a
point in time, being the point that the goods are
transferred to the customer.
Contracting services
The majority of contracting services revenue arises
from contract surfacing work, which typically
comprises short-term contracts with a performance
obligation to supply and lay product. Other
contracting services revenue can contain more than
one performance obligation dependent on the nature
of the contract.
The transaction price is calculated as consideration
specified by the contract, adjusted to reflect
provisions recognised for returns, remedial work
arising in the normal course of business, trade
discounts and rebates.
Where the contract provides for elements of variable
consideration, these values are included in the
calculation of the transaction price only to the extent
that it is ‘highly probable’ that a significant reversal
in the amount of cumulative revenue recognised
will not occur when the uncertainty associated
with the variable consideration is resolved. Where
the transaction price is allocated between multiple
performance obligations on other contracts, this
typically reflects the allocation of value to each
performance obligation agreed with the end
customer, unless this does not reflect the economic
substance of the transaction.
As contracting services performance obligations are
satisfied over time, revenue is recognised over time.
Revenue is recognised on an output basis, being
volume of product laid for contract surfacing.
2.21 Finance Income
Interest income is recognised using the effective
interest method.
2.22 Employee Benefits - Defined
contribution plans
The Group maintains defined contribution plans for
which the Group pays fixed contributions to publicly
or privately administered pension insurance plans
on a mandatory, contractual or voluntary basis
148
149
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC FINANCIAL REPORT
Notes to the Financial Statements CONTINUED
and will have no legal or constructive obligation to
pay further amounts. The Group’s contributions to
defined contribution plans are charged to the Income
Statement in the period to which the contributions
relate.
2.23 Employee Benefits - Defined benefit
plans
The Group’s net obligation in respect of defined
benefit plans is calculated separately for each plan
by estimating the amount of the future benefit that
employees have earned in the current and prior
periods, discounting the amount and deducting the
fair value of any plan assets.
Defined benefit obligations are calculated annually
by a qualified actuary using the projected unit credit
method. When the calculation results in a potential
asset for the Group, the recognised asset is limited
to the present value of economic benefits available
in the form of any future refunds from the plan or
reductions in future contributions to the plan. To
calculate the present value of economic benefits,
consideration is given to any applicable minimum
funding requirements.
Remeasurements of the net defined benefit liability,
which comprise actuarial gains and losses, the
return on plan assets (excluding interest) and the
effect of the asset ceiling (if any, excluding interest),
are recognised immediately in other comprehensive
income. The Group determines the net interest
expense (income) for the net defined benefit liability
(asset) for the period by applying the discount rate
used to measure the defined benefit obligation at
the beginning of the annual period to the then-net
defined benefit liability (asset), taking into account
any changes in the net defined benefit liability (asset)
during the period as a result of contributions and
benefit payments. Net interest expense relating to
defined benefit plans are recognised in profit or loss
in net financial items.
When the benefits of a plan are changed or when
a plan is curtailed, the resulting change in benefit
that relates to past service or the gain or loss on the
curtailment is recognised immediately in the profit
or loss. The Group recognises gains and losses on
the settlement of a defined benefit plan when the
settlement occurs.
2.24 Share Based Payments
The Group operates a number of equity-settled,
share-based schemes, under which the entity
receives services from employees or third-party
suppliers as consideration for equity instruments
(options and warrants) of the Group. The fair value
of the third-party suppliers’ services received in
exchange for the grant of the options is recognised
as an expense in the Statement of Comprehensive
Income or charged to equity depending on the nature
of the service provided. The value of the employee
services received is expensed in the Income
Statement and its value is determined by reference to
the fair value of the options granted:
─ including any market performance conditions;
─ excluding the impact of any service and non-
market performance vesting conditions (for
example, profitability or sales growth targets,
or remaining an employee of the entity over a
specified time period); and
─ including the impact of any non-vesting
conditions (for example, the requirement for
employees to save).
Non-market vesting conditions are included in
assumptions about the number of options that
are expected to vest. The total expense or charge
is recognised over the vesting period, which is
the period over which all of the specified vesting
conditions are to be satisfied. At the end of each
reporting period, the entity revises its estimates of the
number of options that are expected to vest based on
the non-market vesting conditions. It recognises the
impact of the revision to original estimates, if any, in
the Income Statement or equity as appropriate, with
a corresponding adjustment to a separate reserve in
equity.
When the options are exercised, the Company issues
new shares. The proceeds received, net of any
directly attributable transaction costs, are credited
to share capital (nominal value) and share premium
when the options are exercised.
2.25 Discontinued Operations
A discontinued operation is a component of the
Group’s business, the operations and cash flows of
which can be clearly distinguished from the rest of
the Group and which:
─ represents a separate major line of business or
geographic area of operations;
3. Financial Risk Management
─ is part of a single co-ordinated plan to dispose of
3.1 Financial Risk Factors
a separate major line of business or geographic
area of operations; or
─ is a subsidiary acquired exclusively with a view to
re-sale.
Classification as a discontinued operation occurs at
the earlier of disposal or when the operation meets
the criteria to be classified as held-for-sale. The
Group operates several business units which are
constantly reviewed to ensure profitability. During
2019 it was determined that the flagging & paving
division at CCP’s Bury site was loss making and
therefore it was decided that the operations at this
site be discontinued. For further information, refer to
note 14.
2.26 Leases
The Group leases certain plant and equipment.
Leases of plant and equipment where the Group
has substantially all the risks and rewards of
ownership are classified as finance leases under IFRS
16. Finance leases are capitalised on the lease’s
commencement at the lower of the fair value of the
leased assets and the present value of the minimum
lease payments. Other leases are either small in value
or cover a period of less than 12 months.
Each lease payment is allocated between the liability
and finance charges. The corresponding rental
obligations, net of finance charges, are included in
long-term borrowings. The interest element of the
finance cost is charged to the Income Statement
over the lease period so as to produce a constant
periodic rate of interest on the remaining balance of
the liability for each period. Assets obtained under
finance leases are depreciated over their useful lives.
The lease liabilities are shown in note 24.
Rent payable under operating leases on which the
short term exemption has been taken, less any
lease incentives received, is charged to the income
statement on a straight-line basis over the term of the
relevant lease except where another more systematic
basis is more representative of the time pattern in
which economic benefits from the lease asset are
consumed.
The Group’s activities expose it to a variety of
financial risks: market risk, credit risk and liquidity
risk. The Group’s overall risk management
programme focuses on the unpredictability of
financial markets and seeks to minimise potential
adverse effects on the Group’s financial performance.
Risk management is carried out by the UK based
management team under policies approved by the
Board of Directors.
a) Market Risk
The Group is exposed to market risk, primarily
relating to interest rate, foreign exchange and
commodity prices. The Group has not sensitised
the figures for fluctuations in interest rates, foreign
exchange or commodity prices as the Directors are
of the opinion that these fluctuations would not have
a significant impact on the Financial Statements
at the present time. The Directors will continue to
assess the effect of movements in market risks on the
Group’s financial operations and initiate suitable risk
management measures where necessary.
b) Credit Risk
Credit risk is the risk of financial loss to the Group if
a customer or counterparty to a financial instrument
fails to meet its contractual obligations, and arises
from cash and cash equivalents, derivative financial
instruments and, principally, from the Group’s
receivables from customers.
Management monitors the exposure to credit risk
on an ongoing basis and have credit insurance at a
number of its subsidiaries. The Nordkalk entities don’t
hold credit insurance as they have a stable customer
base with minimal credit losses. No credit limits were
exceeded during the period, and management does
not expect any losses from non-performance by
these counterparties.
150
151
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
FINANCIAL REPORT
Notes to the Financial Statements CONTINUED
Exposure to credit risk
The carrying amount of financial assets represents
the maximum credit exposure. The maximum
exposure to credit risk at the reporting date was:
Trade and other
receivales
Cash and cash
equivalents
31 December 2021
£’000
31 December 2020
£’000
70,013
69,916
147,929
20,364
27, 452
47,816
Credit risk associated with cash balances is managed
and limited by transacting with financial institutions
with high-quality credit ratings.
Trade and other receivables
The Group’s exposure to credit risk stems mainly
from the individual characteristics of each customer.
However, management also considers the factors that
could influence the credit risk of its customer base,
including the default risk of the industry and country
in which customers operate.
The Group has established a credit policy under
which each new customer is analysed individually
for creditworthiness, before the Group’s standard
payment and delivery terms and conditions are
offered to the customer. The Group’s review includes
external ratings, when available, and in some cases
bank references.
Most of the Group’s customers have been trading
with the Group for years, and no major credit losses
have occurred with these customers. Credit risk
is monitored by grouping customers according to
their credit characteristics, including whether they
are individuals or legal entities and whether they are
wholesale, retail or end-user customers, as well as
by geographic location, industry and the existence of
previous financial difficulties.
The maximum exposure to credit risk for trade and
other receivables by reportable segment, was:
United Kingdom
Channel Islands
Belgium
Northern Europe
31 December 2021
£’000
31 December 2020
£’000
15,433
3,928
9,103
50,179
78,013
11,397
3,059
5,887
-
20,343
Impairment
At the reporting date the ageing of the of the trade receivables that were not impaired, were as follows.
Total trade receivables
Not overdue
Overdue 1 - 30 days
Overdue 31 - 60 days
Overdue 61 - 90 days
More than 90 days
Impairment loss recognised
31 December 2021
£’000
31 December 2020
£’000
66,166
47,345
14,211
1,996
815
1,799
(182)
18,074
9,314
6,272
786
480
1,222
(63)
Provisions for impairment of trade and other receivables are calculated on a lifetime expected loss model in line
with the simplified approach available under IFRS 9 for Trade Receivables. The key inputs in determining the level
of provision are the historical level of bad debts experienced by the Group and ageing of outstanding amounts.
Movements during the year were as follows:
At January 1
Amounts arising from business combinations
Charged to the Consolidated income statement during the year
Movement in provision
31 December 2021
£’000
31 December 2020
£’000
763
571
182
(456)
1,060
50
510
63
140
763
Derivatives
c) Currency Risk
Subsidiary currency risks are hedged by the
parent or ultimate parent acting as counterparty in
currency forward deals. External currency hedging
is performed by finance and treasury functions as
appropriate. In such deals, the counterparty is a bank
or financial institution with a rating at least Baa3 from
Moody’s rating agency. A comparable credit rating
from a reputable credit rating agency is acceptable.
Exceptions may be granted on an individual basis in
rare cases where a bank is chosen for geographical
reasons, but does not fulfil the stipulated rating
criteria.
Items hedged against are CO2 emission rights,
forecast energy consumption, loans in foreign
currency and forecast earnings.
Following the Nordkalk acquisition, the Group is
exposed to currency risk to the extent that there is
a mismatch between the currencies in which sales
and purchases are denominated and the respective
functional currencies of Group companies. The
functional currencies of Group companies are
primarily the Pound, the Euro, the Polish Zlothy (PLN)
and the Swedish Krona (SEK). The currencies in
which these transactions are primarily denominated
are GBP, EUR, PLN and SEK. Additional exposures
may arise from purchase of fuel in USD.
At any point in time, the Group hedges on average
60 to 100 per cent of its estimated foreign currency
exposure in respect of forecast sales and purchases
over the following 12-18 months. The Group uses
152
153
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC FINANCIAL REPORT
Notes to the Financial Statements CONTINUED
forward exchange contracts to hedge its currency
risk, with a maturity of up to 12 months from the
reporting date.
Borrowings are, with a few exceptions, denominated
in the subsidiaries domestic currencies.
In respect of other monetary assets and liabilities
denominated in foreign currencies, the Group’s
policy is to ensure that its net exposure remains
at an acceptable level by buying or selling foreign
currencies at spot rates when necessary to address
short-term imbalances.
Exposure to currency risk
Currency risk sensitivity to a +/- 10 per cent change
in the exchange rate is shown for the net currency
position per currency. The summary of quantitative
data relating to the Group’s exposure to currency risk
as reported to the Group management is as follows.
2021
GBP thousand
Gross exposure
Hedged
Net exposure
Sensitivity Analysis (+/-10%)
d) Liquidity Risk
EUR
35,344
SEK
43,607
(25,000)
(39,961)
10,344
1,034
3,646
365
USD
(4,660)
5,260
600
60
PLN
3,787
(9,317)
(5,530)
(553)
The Group’s continued future operations depend on the ability to raise sufficient working capital through the issue
of equity share capital or debt. The Directors are reasonably confident that adequate funding will be forthcoming
with which to finance operations owing to the continued support of the lenders and a history of successful capital
raises. Controls over expenditure are carefully managed.
2021
Contractual cash flows
Non-derivative financial liabilities
Loans
Trade payables
Derivative financial liabilities
Forward exchange contracts used for hedging
Electricity hedges
1-12 months
£’000
1-2 years
£’000
2-5 years
£’000
More than 5 years
£’000
13,302
98,182
20,073
171,936
761
480
111,484
20,834
172,416
608
129
737
-
-
-
-
-
-
-
3,190
3,190
-
-
-
The outflows disclosed in the above tables represent
the contractual undiscounted cash flows relating to
derivative financial liabilities held for risk management
purposed and which are not usually closed out before
contractual maturity.
The interest payments on the variable interest rate
loans in the table above reflect market forward
interest rates at the reporting date and these
amounts may change in line with changes in market
154
interest rates. The future cash flows from derivative
instruments may differ from the amount in the above
table as interest rates and exchange rates change.
With the exception of these financial liabilities, it is
not expected that the cash flows included in the
maturity analysis could occur significantly earlier or at
significantly different amounts.
3.2. Capital Risk Management
The Group’s objectives when managing capital are to
safeguard the Group’s ability to continue as a going
concern, in order to enable the Group to continue its
construction material investment activities, and to
maintain an optimal capital structure to reduce the
cost of capital.
Group may adjust the issue of shares or sell assets to
reduce debts.
The Group defines capital based on the total equity
of the Company. The Group monitors its level of cash
resources available against future planned operational
activities and the Company may issue new shares in
order to raise further funds from time to time.
In order to maintain or adjust the capital structure, the
The gearing ratio at 31 December 2021 is as follows:
Total borrowings (Note 24)
Less: Cash and cash equivalents (Note 22)
Net debt
Total equity
Total capital
Gearing ration
CONSOLIDATED
31 December 2021
£’000
31 December 2020
£’000
233, 923
(69,916)
164,007
411,154
575,161
0.29
71,300
(27,452)
43,848
123,563
167,411
0.26
4. Critical Accounting Estimates
The preparation of the Financial Statements, in
conformity with IFRSs requires management to make
estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
Financial Statements and the reported amount of
expenses during the year. Actual results may vary
from the estimates used to produce these Financial
Statements.
Estimates and judgements are continually evaluated
and are based on historical experience and other
factors, including expectations of future events
that are believed to be reasonable under the
circumstances.
Significant items subject to such estimates and
assumptions include, but are not limited to:
a) Land and Mineral Reserves
The determination of fair values of land and mineral
reserves are carried out by appropriately qualified
persons in accordance with the Appraisal and
Valuation standards published by the Royal Institution
of Chartered Surveyors. The estimation of recoverable
reserves is based upon factors such as estimates of
commodity prices, future capital requirements and
production costs along with geological assumptions
and judgements.
The PPAs included the revaluation of land and
minerals based on the estimated remaining reserves
within St John’s, Les Vardes, Aberdo, Carrières du
Hainaut and Harries quarries. These are then valued
based on the estimated remaining life of the mines
and the net present value for the price per tonnage.
b) Estimated Impairment of Goodwill
The determination of fair values of assets acquired
and liabilities assumed in a business combination
involves the use of estimates and assumptions such
as discount rates used and valuation models applied
as well as goodwill allocation.
Goodwill has a carrying value of £293 million as
at 31 December 2021 (31 December 2020: £39.9
million). The Group tests annually whether goodwill
has suffered any impairment, in accordance with the
accounting policy stated in Note 2.6 to the Financial
Statements.
155
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC FINANCIAL REPORT
Notes to the Financial Statements CONTINUED
Management has concluded that an impairment
charge was not necessary to the carrying value of
goodwill for the period ended 31 December 2021 (31
December 2020: £nil). See Note 2.6 to the Financial
Statements.
determine the amount of deferred tax assets that
can be recognised, based on the likely timing and
level of future taxable profits, together with future tax
planning strategies. Further information on income
taxes is disclosed in note 15.
c) Restoration Provision
g) Defined benefit obligations – actuarial assumptions
The present value of the pension obligations is
subject to actuarial assumptions used by actuaries
to calculate these obligations. Actuarial assumptions
include the discount rate, the annual rate of increase
in future compensation levels and inflation rate.
Further details on assumptions used are disclosed in
note 26.
h) Fair value of financial instruments
The fair values of financial instruments that cannot be
determined based on quoted market prices and rates
are established using different valuation techniques.
The Group uses judgement to select methods and
make assumptions that are mainly based on market
conditions existing at the end of the reporting period.
Factors regarding valuation techniques and their
assumptions could affect the reported fair values.
5. Dividends
No dividend has been declared or paid by the
Company during the year ended 31 December 2021
(2020: nil).
6. Segment Information
Management has determined the operating segments
based on reports reviewed by the Board of Directors
that are used to make strategic decisions. During
the periods presented the Group had interests in
four key geographical segments, being the United
Kingdom, Channel Islands, Belgium and Northern
Europe. The Northern Europe segment has been
established with the acquisition of Nordkalk. Activities
in the United Kingdom, Channel Islands, Belgium and
Northern Europe relate to the production and sale of
construction material products and services.
The Group’s provision for restoration costs has a
carrying value at 31 December 2021 of £4.3 million
(31 December 2020: £0.9 million) and relate to the
removal of the plant and equipment held at quarries
in the Channel Islands, United Kingdom and Northern
Europe. The cost of removal was determined by
management for the removal and disposal of the
machinery at the point of which the reserves are no
longer available for business use.
The restoration provision is a commitment to restore
the site to a safe and secure environment. The
provisions are reviewed annually.
d) Fair Value of Share Options
The Group has made awards of options and warrants
over its unissued share capital to certain Directors
and employees as part of their remuneration
packages. Certain warrants have also been issued to
suppliers for various services received.
The valuation of these options and warrants involves
making a number of critical estimates relating to
price volatility, future dividend yields, expected life of
the options and forfeiture rates. These assumptions
have been described in more detail in Note 29 to the
Financial Statements.
e) Valuation and timing of deferred consideration
As part of the acquisition of Harries, the Group
has agreed to pay royalty payments over the next
10 years with a minimum total value of £10m. The
estimated present value of these payments is £4.8m.
In determining this value, management must make
critical estimates as to the timing, value and cost of
money of these payments.
f) Recognition of deferred tax assets
Uncertainty exists related to the availability of
future taxable profit against which tax losses
carried forward can be used, however deferred tax
assets are recognised for unused tax losses to the
extent that it is probable that taxable profits will be
available against which the losses can be utilised.
Significant management judgement is required to
31 DECEMBER 2021
United Kingdom
£’000
Channel Islands
£’000
Belgium
£’000
Northern Europe
£’000
Total
£’000
74,417
14,275
28,946
9,819
72,668
20,050
95,956
271,987
17,775
61,919
(5,007)
(1,520)
10,611
378,174
382,258
117,086
47,273
109,386
495,570
769,315
235,443
5,471
27,714
89,533
358,161
Revenue
Profit from operations
per reportable segment
Additions to non-current
assets
Reportable segment
assets
Reportable segment
liabilities
31 DECEMBER 2020
Revenue
Profit from operations per reportable segment
Additions to non-current assets
46,790
10,017
United Kingdom
£’000
Channel Islands
£’000
Belgium
£’000
50,116
27,325
9,230
14,956
Total
£’000
124,231
34,203
32,030
(1,891)
371
30,510
Reportable segment assets
107,559
49,214
100,451
Reportable segment liabilities
76,031
5,369
52,261
257,224
133,661
7. Revenue
Upstream products
Value added products
Value added services
Other
CONSOLIDATED
31 December 2021
£’000
31 December 2020
£’000
44,190
198,107
24,064
5,626
271,987
13,334
105,428
3,921
1,548
124,231
Upstream products revenue relates to the sale of aggregates and cement. Value added products is the sale
of finished goods that have undertaken a manufacturing process within each of the subsidiaries. Value added
services consists of the transportation, installation and contracting services provided.
156
157
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC FINANCIAL REPORT
Notes to the Financial Statements CONTINUED
All revenues from upstream and value added products relate to products for which revenue is recognised at a
point in time as the product is transferred to the customer. Value added services revenues are accounted for as
products and services for which revenue is recognised over time.
Whilst the Group has contract revenue, this amount is not deemed to be material under IFRS 15.
8. Expenses by Nature
Cost of sales
Changes in inventories of finished goods and work in progress
Raw materials & production
Distribution & selling expenses
Employee & contractors
Maintenance expense
Plant hire expense
Depreciation & amortisation expense
Other costs of sale
Total cost of sales
Administration expenses
Operational admin expenses
Corporate admin expenses
Total administrative expenses
CONSOLIDATED
31 December 2021
£’000
31 December 2020
£’000
10,854
75,452
18,662
48,698
12,556
5,374
17,156
21,356
210,068
30,175
27,351
57,526
(1,758)
27,741
6,541
29,508
4,865
3,079
9,365
10,687
90,028
17,270
7,330
24,600
Fees payable to the Company’s auditor and its associates for
the audit of the Company and Consolidated Financial State-
ments
Fees payable to the Company’s auditor and its associates for
tax services
Fees paid or payable to the Company’s auditor and its asso-
ciates for due diligence and transactional services associated
with the readmission of the Company trading on AIM
Fees paid to the Company’s auditor for other services
CONSOLIDATED
31 December 2021
£’000
31 December 2020
£’000
360
-
300
-
660
194
9
24
-
227
9. Employee Benefis Expense
STAFF COSTS (EXCLUDING DIRECTORS)
Salaries and wages
Post-employment benefits
Social security contributions and similar taxes
Other employment costs
CONSOLIDATED
COMPANY
31 December
2021
£’000
31 December
2020
£’000
31 December
2021
£’000
31 December
2020
£’000
54,071
31,639
2,104
1,424
278
1,679
8,436
64,464
114
432
7,939
40,124
80
386
17
52
212
65
2,587
1,753
CONSOLIDATED
COMPANY
31 December
2021
£’000
31 December
2020
£’000
31 December
2021
£’000
31 December
2020
£’000
Corporate administrative expenses include £25.7 million of non-underlying expenses (refer to note 11).
During the year the Group (including its overseas subsidiaries) obtained the following services from the Company’s
auditors and its associates:
Average number of FTE employees by function
Management
Operations
Administration
#
85
1,371
409
1,885
#
58
744
140
942
#
5
-
4
9
158
#
5
-
2
7
159
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC FINANCIAL REPORT
Notes to the Financial Statements CONTINUED
10. Directors’ Remuneration
31 DECEMBER 2021
The bonuses earned in the year by the Directors reflect the performance of the business, were based on industry
standard criteria taking into account external market data, were recommended by the Remuneration Committee
and approved by the Board. Details of fees paid to companies and partnerships of which the Directors are related
have been disclosed in Note 36.
Executive Directors
David Barrett
Garth Palmer
Max Vermorken
Non-executive Directors
Timothy Hall
Dean Masefield
Simon Chisholm
Jacques Emsens
Executive Directors
David Barrett
Dean Masefield
Max Vermorken
Non-executive Directors
Dominic Traynor
Patrick Dolberg
Timothy Hall
Garth Palmer
Simon Chisholm
Jacques Emsens
Directors’
fees
£’000
Bonus
£’000
Taxable
benefits
£’000
Pension
benefits
£’000
Options
Issued(3)
£’000
358
151
456
43
120
43
43
469
180
594
-
-
-
-
1,214
1,243
14
5
14
-
6
-
-
39
-
13
30
-
8
4
-
55
61
52
129
22
-
-
-
Total
£’000
902
401
1,223
65
134
47
43
11. Non-underlying items
Acquisition related expenses
Amortisation and remeasurement of acquired assets
Restructuring expenses
Equity & debt funding expenses
Discontinued operations
Share option expense
264
2,815
31 DECEMBER 2021
Unwinding of discount on deferred consideration
Net other non-underlying expenses & gains
Directors’
fees
£’000
Bonus
£’000
Taxable
benefits
£’000
Pension
benefits
£’000
Options
Issued(3)
£’000
Total
£’000
305
125
395
40
40
40
55
28
28
1,056
280
90
380
-
-
-
25
-
-
775
14
6
13
-
-
-
-
-
-
-
-
13
40
5
-
-
5
3
-
46
-
110
5
4
27
30
-
-
645
234
938
50
44
67
115
31
28
66
222
2,152
(1) Garth Palmer was reappointed as CFO on 31 August 2021. His bonus was performance based for the period 31 August
2021 to 31 December 2021.
(2) Resigned on 31 August 2021
(3) Options issued relate to options granted in the 2019 financial year and vesting in the 2021/2020 financial years.
Under IFRS 3 – Business Combinations, acquisition
costs have been expensed as incurred. Additionally,
the Group incurred costs associated with obtaining
debt financing, including advisory fees to restructure
the Group to satisfy lender requirements.
Acquisition related expenses include costs relating to
the due diligence of prospective pipeline acquisitions,
stamp duty on completed acquisitions, warranty
& indemnity insurance and other direct costs
associated with merger & acquisition activity. During
the year the Group acquired B-Mix, Nordkalk and
undertook due diligence on various other prospective
acquisitions including Johnston Quarry Group which
was completed post year-end.
Amortisation and remeasurement of acquired
assets are non-cash items which distort the
underlying performance of the businesses acquired.
Amortisation of acquired assets arise from certain fair
value uplifts resulting from the PPA. Remeasurement
of acquired assets arises from ensuring assets from
acquisitions are depreciated in line with Group policy.
Restructuring expenses include advisory fees,
redundancy costs and moving expenses. During the
CONSOLIDATED
31 December 2021
£’000
31 December 2020
£’000
20,125
1,888
3,118
-
169
2,321
825
614
29,060
1,372
1,409
803
145
100
316
322
512
4,979
year these primarily related to the SigmaPPG and
South Wales platform.
Equity & debt funding expenses relates to consulting
fees for debt refinance.
Share option expense is the fair value of the share
options issued during the year, refer to note 29 more
information.
Unwinding of discount on deferred consideration
is a non-cash adjustment relating to deferred
consideration arising on acquisitions.
Discontinued operations include the trading
expenses, stock adjustments and redundancies
incurred at the Bury site for the period from January
2021 to December 2021. Refer to note 14 for more
information.
Net other non-underlying expenses and gains
include COVID-19 related costs, legal fees and other
associated costs.
160
161
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC FINANCIAL REPORT
Notes to the Financial Statements CONTINUED
12. Net Finance (Expense)/Income
14. Discontinued Operations
Other interest (expense)/income
Other finance (expense)/income
Unwinding of discount on deferred consideration
13. Other Net Gains/(Losses)
Gain/(losses) on disposal of property, plant and equipment
Other gain/(loss)
Gains/(loss) on call options
Impairment
Share of earnings from associates
Share of earnings froom joint ventures
Loss on discontinued operations
Forex movement
CONSOLIDATED
31 December 2021
£’000
31 December 2020
£’000
(5,029)
(1,145)
(825)
(6,999)
(2,291)
(126)
(322)
(2,739)
CONSOLIDATED
31 December 2021
£’000
31 December 2020
£’000
(101)
730
632
(2,006)
-
291
-
788
334
373
(252)
(38)
-
294
-
(101)
33
276
For more information on the loss on discontinued operations, please refer to note 14.
From due diligence undertaken as part of the acquisition of CCP in January 2019, doubts existed over the viability
of the flagging & paving division at its site in Bury. After a detailed review it was determined that the business unit
was loss making and it was decided that the operations at this site be discontinued effective from 1 February
2019.
Financial information relating to the discontinued operation for the period is set out below.
INCOME STATEMENT
Revenue
Cost of sales
Gross profit
Administration
Other expenses
Loss from discounted operation
Basic earnings per share attributable owners of the parent
(expressed in pence per share)
CASH MOVEMENT
Net cash outflow from operating activities
Net cash inflow from investing activities
Net cash inflow from financing activities
Net increase / (decrease) in cash generated by
the subsidiary
15. Taxation
TAX RECOGNISED IN PROFIT OR LOSS
Current Tax
Deferred Tax
Total tax charge in the Income Statement
CONSOLIDATED
31 December 2021
£’000
31 December 2020
£’000
-
-
-
(169)
-
(169)
(0.04)
-
(150)
(150)
(56)
106
(100)
(0.04)
CONSOLIDATED
31 December 2021
£’000
31 December 2020
£’000
(62)
-
-
(62)
(94)
288
-
194
CONSOLIDATED
31 December 2021
£’000
31 December 2020
£’000
(4,529)
(170)
(4,699)
(790)
128
(662)
The tax on the Group’s profit/(loss) before taxation differs from the theoretical amount that would arise using the
weighted average tax rate applicable to the profits/(losses) of the consolidated entities as follows:
162
163
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC FINANCIAL REPORT
Notes to the Financial Statements CONTINUED
CONSOLIDATED
31 December 2021
£’000
31 December 2020
£’000
16. Property, Plant and Equipment
CONSOLIDATED
Profit/(loss) on ordinary activities before tax
Tax on profit on ordinary activities at standard CT rate
Effects of:
Expenditure not deductible for tax purposes
Deferred tax not recognised
Remeasurement of deferred tax for changes in tax rates
Income not taxable for tax purposes
Prior year adjustments
Depreciation in excess of/(less than) capital allowances
Tax losses
Tax charge
(2,272)
494
4,874
1,268
(120)
(903)
(864)
(61)
11
4,699
7,096
1,784
1,241
(1,859)
(436)
(659)
-
613
(22)
662
The weighted average applicable tax rate of 21.74% (2020: 25.14%) used is a combination of the standard rate
of corporation tax rate for entities in the United Kingdom of 19% (2020: 19%), 20% on quarrying of minerals and
rental property (2020: 20%) in Jersey and Guernsey, 20.6% (2020: 25%) in Belgium, 20% in Finland, 21.4% in
DEFERRED TAX ASSET
As 1 January 2021
Acquisition of subsidiary
Charged/(credited) directly to income statement
At 31 December 2021
DEFERRED TAX LIABILITY
As 1 January 2021
Acquisition of subsidiary
Charged/(credited) directly to income statement
At 31 December 2021
Tax losses
Temporary timing
differences
402
-
(402)
-
Tax losses
(128)
-
-
(128)
1,010
2,530
(411)
3,129
Temporary timing
differences
3,999
2,070
(751)
5,318
Total
1,412
2,530
(813)
3,129
Total
3,871
2,070
(751)
5,190
Deferred income tax assets of £3.1 million (2020: £1.4 million) are recognised to the extent that the realisation
of related tax benefits through future taxable profits is probable. Deferred tax liabilities of £5.2 million (2020: 3.9
million) are recognised in full.
The UK Government announced the corporate tax rate from 1 April 2023 will be 25%. The UK deferred tax closing
balances have been calculated using the new rate as it is assumed these are likely to become realised after the
change in tax rates.
Office
Equipment
£’000
Land and
minerals
£’000
Land and
buildings
£’000
Plant and
machinery
£’000
Furniture
and vehicles
£’000
Construction
in progress
£’000
Cost
As at 1 January 2020
Acquired through acquisition
Transfer between classes
Fair value adjustment
Additions
Disposals
Forex
As at 31 December 2020
As at 1 January 2021
Acquired through acquisition
Transfer between classes
Fair value adjustment
Additions
Disposals
Forex
As at 31 December 2021
Depreciation
As at 1 January 2020
Acquired though acquistion
Charge for the year
Disposals
Forex
As at 31 December 2020
As at 1 January 2021
Transfer between classes
Acquired through acquisition
Charge for the year
Disposals
Impairment
Forex
As at 31 December 2021
Net book value
As at 31 December 2020
As at 31 December 2021
3,692
303
-
-
67
-
163
4,225
4,225
210
-
-
364
-
(206)
4,593
3,221
198
250
-
148
3,817
3,817
-
150
267
-
-
(194)
4,040
408
553
Total
£’000
187,463
40,450
-
41,228
6,452
(1,553)
4,795
278,835
278,835
360,056
-
4,972
22,555
(14,554)
(8,315)
49,764
15,085
-
38,373
1,139
-
35,954
5,322
2,937
(192)
831
104,379
104,379
81,482
-
3,433
3,324
(190)
570
-
545
45,949
45,949
70,622
1,149
1,539
3,768
(592)
(2,461)
(1,202)
77,111
17,420
133
(48)
1,473
(581)
2,990
98,498
98,498
193,425
(122)
-
9,944
(7,764)
(4,063)
17,677
6,503
-
-
871
(780)
266
24,537
24,537
3,813
342
-
2,294
(6,008)
(383)
846
-
(133)
-
(534)
-
-
1,247
1,247
10,504
(1,369)
-
2,861
-
-
189,967
121,233
289,918
24,595
13,243
643,549
8,590
1,164
1579
-
40
11,373
11,373
-
57,487
2,396
-
-
(1,082)
70,174
22,689
62,619
11,626
39
1,905
-
451
25,084
25,084
-
8,062
3,899
(497)
2,654
76,737
76,737
(309)
40,927
149,510
3,423
(592)
380
(829)
10,038
(7,298)
684
(3,088)
3,246
2,404
(531)
286
17,031
17,031
309
3,114
1,635
(3,087)
-
(770)
68,393
226,274
18,232
-
-
-
-
-
-
-
-
-
-
-
-
-
-
108,745
12,709
10,037
(1,028)
3,579
134,042
134,042
-
251,188
17,759
(10,977)
1,064
(5,693)
387,113
93,006
119,793
20,865
52,840
21,761
63,644
7,506
6,363
1,247
144,793
13,243
256,436
The depreciation on the right of use assets for the year ended 31 December 2021 was £6 million (2020: £1.4 million) and the
net book value is £16.5 million (2020: £5.5 million).
164
165
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC FINANCIAL REPORT
Notes to the Financial Statements CONTINUED
COMPANY
17. Intangible Assets
Office Equipment
Land & Buildings
Motor Vehicle
£’000
£’000
£’000
Total
£’000
Cost
As at 1 January 2020
Additions
Disposals
Forex
As at 31 December 2020
As at 1 January 2021
Additions
Disposals
Forex
As at 31 December 2021
Depreciation
As at 1 January 2020
Charge for the year
Disposals
As at 31 December 2020
As at 1 January 2021
Charge for the year
Disposals
As at 31 December 2021
Net book value
As at 31 December 2020
As at 31 December 2021
21
9
-
-
30
30
215
-
-
245
14
8
-
22
22
28
-
50
8
195
54
-
-
-
54
54
211
-
-
265
14
13
-
27
27
13
-
40
27
225
25
-
-
-
25
25
-
-
-
25
-
8
-
8
8
8
-
16
17
9
100
9
-
-
109
109
426
-
-
535
28
29
-
57
57
49
-
106
52
429
The depreciation on the right of use assets for the year ended 31 December 2021 was £13,314 (2020: £13,313)
and the net book value is £225,459 (2020: £27,737).
166
Goodwill
£’000
Customer
Relations
£’000
Intellectual
Property
£’000
CONSOLIDATED
Research
& Develop-
ment
£’000
Cost & net book value
As at 1 January 2020
73,005
3,850
556
Additions
Additions through business
combinations
Price Purchase Allocation -
CDH
Amortisation
Forex
As at 31 December 2020
As at 1 January 2021
Additions
Additions through business
combination
Price Purchase Allocation -
Harries
Amortisation
Impairment
Forex
-
7,887
(43,780)
-
2,854
39,966
39,966
-
260,944
(4,098)
-
-
(3,374)
-
-
-
(517)
-
3,333
3,333
-
-
-
-
-
-
(85)
-
471
471
-
-
-
(517)
(85)
-
-
-
-
As at 31 December 2021
293,438
2,816
386
1,167
153
-
-
(88)
5
1,237
1,237
-
331
-
(594)
(400)
(3)
571
Branding
£’000
Other intan-
gibles
£’000
Total
£’000
1,266
400
80,244
-
-
2,292
(160)
-
3,398
3,398
-
-
-
(160)
-
-
-
-
-
-
-
400
400
62
153
7,887
(41,488)
(850)
2,859
48,805
48,805
62
6,387
267,663
-
-
(400)
(463)
(4,098)
(1,356)
(800)
(3,840)
3,238
5,986
306,436
An adjustment has been made to reflect the initial
accounting for the acquisition of Harries by the
Company, being the elimination of the investment in
Harries against the non-monetary assets acquired
and recognition of goodwill. In 2020, the Company
determined the fair value of the net assets acquired
pursuant to the acquisition of CDH, via a Purchase
Price Allocation (‘PPA’) exercise. The PPA’s
determined a decrease of £4.1m of goodwill in
Harries with the corresponding movement to uplift
the value of the Land and Buildings and Land and
Minerals.
It has been determined that the acquisition of
Nordkalk is considered a reverse takeover under
the AIM Rules definition but does not meet the
requirements of the IFRS definition and therefore will
be treated as a business combination under IFRS 3.
The goodwill total is made up of £254.6m for the
Nordkalk platform, £21.2m for the PPG Platform,
£7.6m for the Benelux platform, £5m for Dimension
Stone, £2.1m for the South Wales platform and £3m
for the Ronez platform.
The intangible asset classes are:
─ Goodwill is the excess of the consideration
transferred and the acquisition date fair value of
any previous equity interest in the acquire over
the fair value of the net identifiable assets.
─ Customer relations is the value attributed to the
key customer lists and relationships.
─ Intellectual property is the patents owned by the
Group.
─ Research and development is the acquiring of
new technical knowledge and trying to improve
existing processes or products or; developing
new processes or products.
167
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC FINANCIAL REPORT
Notes to the Financial Statements CONTINUED
─ Branding is the value attributed to the established
company brand.
─ Other intangibles consist of capitalised
development costs for assets produced that
assist in the operations of the Group and incur
revenue
Amortisation of intangible assets is included in cost
of sales on the Income Statement. Development
costs have been capitalised in accordance with the
requirements of IAS 38 and are therefore not treated,
for dividend purposes, as a realised loss.
Impairment tests for goodwill
Goodwill arising on business combinations is
not amortised but is reviewed for impairment on
an annual basis, or more frequently if there are
indications that the goodwill may be impaired.
Goodwill is allocated to groups of cash generating
units according to the level at which management
monitor that goodwill, which is at the level of
operating segments.
The ten operating segments are considered to be
Ronez in the Channel Islands, Topcrete in the UK,
Poundfield in the UK, CCP in the UK, Harries in the
UK, CDH in Belgium, Stone in Belgium, GduH in
Belgium, B-Mix in Belgium and Nordkalk in Northern
Europe.
Key assumptions
The key assumptions used in performing the
impairment review are set out below:
18. Investment in Subsidiary Undertakings
Shares in subsidiary undertakings
At beginning of the year
Additions
Disposals
At period end
Loan to/(from) Group undertakings
Total
Cash flow projections
Cash flow projections for each operating segment
are derived from the annual budget approved by the
Board for 2022 and the five year plan to 2026. The
key assumptions on which budgets and forecasts
are based include sales volumes, product mix
and operating costs. These cash flows are then
extrapolated forward for a further 17 years, with the
total period of 20 years reflecting the long-term nature
of the underlying assets. Budgeted cash flows are
based on past experience and forecast future trading
conditions.
Long-term growth rates
Cash flow projections are prudently based on 2 per
cent and therefore provides plenty of headroom.
Discount rate
Forecast cash flows for each operating segment have
been discounted at rates of 8 per cent; which was
calculated by an external expert based on market
participants’ cost of capital and adjusted to reflect
factors specific to each operating segment.
Sensitivity
The Group has applied sensitivities to assess whether
any reasonable possible changes in assumptions
could cause an impairment that would be material
to these consolidated Financial Statements. This
demonstrated that a 1% increase in the discount
rate would not cause an impairment and the annual
growth rate is assumed to be 2%.
The Directors have therefore concluded that no
impairment to goodwill is necessary.
COMPANY
31 December 2021
£’000
31 December 2020
£’000
120,039
315,046
-
435,085
119,110
554,195
94,371
25,668
-
120,039
(18,789)
101,250
Investments in Group undertakings are stated at cost less impairment.
Details of subsidiaries at 31 December 2021 are as follows:
Country of
incorporation
Share capital held
by Company
Share capital
held by Group
Name of subsidiary
SigmaFin Limited
Foelfach Stone Limited
SigmaGsy Limited
Ronez Limited
Pallot Tarmac (2002) Limited
Island Aggregates Limited
Topcrete Limited
A. Larkin (Concrete) Limited
Allen (Concrete) Limited
Poundfield Products (Group) Limited
Poundfield Products (Holdings) Limited
Poundfield Innovations Limited
Poundfield Precast Limited
Alfabloc Limited
CCP Building Products Limited
Cheshire Concrete Products Limited
Clwyd Concrete Products Limited
Country Concrete Products Limited
CCP Trading Limited
CCP Aggregates Limited
CDH Développement SA
Carrières du Hainaut SCA
Granulats du Hainaut SA
CDH Management 2 SPRL
Harries (Holdings) Limited
Gerald D. Harries & Sons Limited
Stone Holding Company SA
Cuvelier Philippe SA
B-Mix Beton NV
J&G Overslag en Kraanbedrijf BV
Top Pomping NV
Nordkalk Oy Ab
Nordkalk AB
Kalkproduktion Storugns AB
Nordkalk AS
England
England
Guernsey
Jersey
Jersey
Guernsey
England
England
England
England
England
England
England
England
England
England
England
England
England
England
Belgium
Belgium
Belgium
Belgium
England
England
Belgium
Belgium
Belgium
Belgium
Belgium
Finland
Sweden
Sweden
Estonia
Nordkalk GmbH
Germany
Nordkalk Sp.z o.o
Suomen Karbonaatti Oy
NKD Holding Oy Ab
Nordeka Maden A.S
Poland
Finland
Finland
Turkey
£45,181,877
£1
£1
Principal activities
Holding company
Construction materials
Shipping logistics
£2,500,000
Construction materials
£2
£6,500
Road contracting services
Waste recycling
£926,828
Pre-cast concrete producer
£37,660
£100
£651
£6,357
Dormant
Holding company
Holding company
Holding company
Patents & licencing
£63,568
Pre-cast concrete producer
£1
£1
£100
£100
£100
Dormant
Construction materials
Dormant
Dormant
Dormant
Dormant
£22,167
£50
£100,000
Construction materials
€23,660,763
Holding company
€16,316,089
Construction materials
€62,000
International marketing
€760,000
Holding company
£54,054
Construction materials
£112
€100
€750
Construction materials
Construction materials
Construction materials
€680,600
Concrete producer
€18,600
€62,000
€1,000,000
€2,439,000
€293,000
€959,000
€50,000
€19,637,000
€2,102,000
Concrete producer
Concrete producer
Limestone quarrying and
processing
Limestone quarrying and
processing
Limestone quarrying and
processing
Limestone quarrying and
processing
Limestone quarrying and
processing
Limestone quarrying and
processing
Limestone quarrying and
processing
€3,000
Holding company
€1,020,000
Limestone quarrying and
processing
168
169
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC FINANCIAL REPORT
Notes to the Financial Statements CONTINUED
Name of subsidiary
SigmaFin Limited
Registered office address
Suite 1, 15 Ingestre place, London, W1F 0DU
Foelfach Stone Limited
Suite 1, 15 Ingestre place, London, W1F 0DU
SigmaGsy Limited
Ronez Limited
Les Vardes Quarry, Route de Port Grat, St Sampson, Guernsey, GY2 4TF
Ronez Quarry, La Route Du Nord, St John, Jersey, JE3 4AR
Pallot Tarmac (2002) Limited
Ronez Quarry, La Route Du Nord, St John, Jersey, JE3 4AR
Island Aggregates Limited
Les Vardes Quarry, Route de Port Grat, St Sampson, Guernsey, GY2 4TF
Topcrete Limited
38 Willow Lane, Mitcham, Surrey, CR4 4NA
A. Larkin (Concrete) Limited
38 Willow Lane, Mitcham, Surrey, CR4 4NA
Allen (Concrete) Limited
38 Willow Lane, Mitcham, Surrey, CR4 4NA
Poundfield Products (Group) Limited
The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG
Poundfield Products (Holdings) Limited
The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG
Poundfield Innovations Limited
The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG
Poundfield Precast Limited
The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG
Greenbloc Limited
The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG
CCP Building Products Limited
Llay Road, Llay, Wrexham, Clwyd, LL12 0TL
Cheshire Concrete Products Limited
Llay Road, Llay, Wrexham, Clwyd, LL12 0TL
Clwyd Concrete Products Limited
Llay Road, Llay, Wrexham, Clwyd, LL12 0TL
Country Concrete Products Limited
Llay Road, Llay, Wrexham, Clwyd, LL12 0TL
CCP Trading Limited
Llay Road, Llay, Wrexham, Clwyd, LL12 0TL
CCP Aggregates Limited
Llay Road, Llay, Wrexham, Clwyd, LL12 0TL
CDH Développement SA
Rue de Cognebeau 245, B-7060 Soignies, Belgium
Carrières du Hainaut SCA
Rue de Cognebeau 245, B-7060 Soignies, Belgium
Granulats du Hainaut SA
Rue de Cognebeau 245, B-7060 Soignies, Belgium
CDH Management 2 SPRL
Rue de Cognebeau 245, B-7060 Soignies, Belgium
Harries (Holdings) Limited
Rowlands View, Templeton, Narbeth, SA67 8RG
Gerald D. Harries & Sons Limited
Rowlands View, Templeton, Narbeth, SA67 8RG
Stone Holding Company SA
Avenue Louise 292, BE-1050 Ixelles, Belgium
Cuvelier Philippe SA
B-Mix Beton NV
Avenue Louise 292, BE-1050 Ixelles, Belgium
Kanaalweg 110, B-3980 Tessenderlo, Belgium
J&G Overslag en Kraanbedrijf BV
Kanaalweg 110, B-3980 Tessenderlo, Belgium
Top Pomping NV
Nordkalk Oy Ab
Nordkalk AB
Kanaalweg 110, B-3980 Tessenderlo, Belgium
Skräbbölentie 18, FI-21600, Parainen, Finland
Box 901, 731 29 Köping
Kalkproduktion Storugns AB
Strugns, 620 34 Lärbro
For the year ended 31 December 2021 the following subsidiaries were entitled to exemption from audit under
section 479A of the Companies Act 2006 related to the following subsidiary companies:
─ SigmaFin Limited
─ Foelfach Stone Limited
─ Topcrete Limited
─ A. Larkin (Concrete) Limited
─ Allen (Concrete) Limited
─ Poundfield Products (Group) Limited
─ Poundfield Products (Holdings) Limited
─ Poundfield Innovations Limited
─ Poundfield Precast Limited
─ Greenbloc Limited
─ CCP Building Products Limited
─ Cheshire Concrete Products Limited
─ Clwyd Concrete Products Limited
─ Country Concrete Products Limited
─ CCP Trading Limited
─ CCP Aggregates Limited
─ GDH (Holdings) Limited
─ Gerald D. Harries & Sons Limited
Impairment review
The performance of all companies for the year ended 31 December 2021 are in line with forecasted expectations
and as such there have been no indications of impairment.
19. Investment in Equity Accounted Associates & Joint Ventures
Nordkalk has a joint venture agreement with Franzefoss Minerals AS, to build a lime kiln located in Norway which
was entered into on 5 August 2004. NorFraKalk AS is the only joint agreement in which the Group participates.
The Group has one non-material local associate in Pargas, Pargas Hyreshus Ab.
Nordkalk AS
Nordkalk GmbH
Nordkalk Sp.z o.o
Lääne-Viru maakond, Väike- Maarja vald, Rakke alevik, F.R Faehlmanni tee 11a, 46301
Innungsstrabe 7, 21244 Buchholz in der Nordheide
ul. Plac Na Groblach, nr 21, lok. Miejsc, Krakow, kod 31-101, poczta, Krakow, kraj
Polska
Suomen Karbonaatti Oy
Ihalaisen teollisuusalue, 53500 Lappeenranta
NKD Holding Oy Ab
Nordeka Maden A.S
Skräbbölentie 18, 21600 Parainen
Levent MH.Cömert Sk. Yapi Kredi Blokl.c Blok no.1 c/17 Besiktas
Interests in associates
Interest in joint venture
170
31 December 2021
£’000
524
5,134
5,658
171
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC FINANCIAL REPORT
Notes to the Financial Statements CONTINUED
NAME
NorFrakalk AS
Country of Incorporation
31 December 2021
31 December 2020
Norway
50%
-
Proportion of ownership interest held
Summarised financial information
NordFraKalk AS - Cost and net book value
31 December 2021
£’000
31 December 2020
£’000
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Revenues
Profit after from tax from continuing operations
20. Trade and Other Receivables
Trade receivables
Prepayments
Other receivables
Non-current
Other receivables
10,184
6,507
3,989
2,621
23,301
-
-
-
-
-
For the period 1 September
2021 to 31 December 2021
£’000
For the period 1 January
2020 to 31 December 2020
£’000
5,694
442
-
-
CONSOLIDATED
COMPANY
31 December
2021
£’000
31 December
2020
£’000
31 December
2021
£’000
31 December
2020
£’000
66,166
3,598
3,490
73,254
4,759
4,759
18,074
1,143
1,126
20,343
21
21
1,787
346
757
2,890
-
-
877
114
7
998
-
-
UK pounds
Euros
Swedish krona
Zlotys
Ukrainian Hryvnia
Turkish Lira
Russian Ruble
GROUP
COMPANY
31 December
2021
£’000
31 December
2020
£’000
31 December
2021
£’000
31 December
2020
£’000
18,731
38,435
14,976
5,088
7
666
110
14,367
5,997
-
-
-
-
-
2,890
998
-
-
-
-
-
-
-
-
-
-
-
-
78,013
20,364
2,890
998
Other classes of financial assets included within trade and other receivables do not contain impaired assets.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable
mentioned above. The Group does not hold any collateral as security.
21. Inventories
Cost and net book value
Raw materials and consumables
Finished and semi-finished goods
Work in progress
CONSOLIDATED
31 December 2021
£’000
31 December 2020
£’000
18,642
22,543
3,345
44,530
5,706
7,871
670
14,247
The value of inventories recognised as a debit and included in cost of sales was £10.8 million (31 December 2020:
(£1.7 million)).
22. Cash and Cash Equivalents
CONSOLIDATED
COMPANY
31 December
2021
£’000
31 December
2020
£’000
31 December
2021
£’000
31 December
2020
£’000
69,916
69,916
27,452
27,452
19,038
19,038
11,521
11,521
The carrying value of trade and other receivables classified as loans and receivables approximates fair value.
Cash at bank and on hand
The carrying amounts of the Group and Company’s trade and other receivables are denominated in the following
currencies:
All of the Group’s cash at bank is held with institutions with a credit rating of at least A-. Exceptions may be
granted on an individual basis in rare cases where a bank is chosen for geographical reasons, but does not fulfil
the stipulated rating criteria.
172
173
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC FINANCIAL REPORT
Notes to the Financial Statements CONTINUED
The carrying amounts of the Group and Company’s cash and cash equivalents are denominated in the following
currencies:
The carrying amounts of the Group and Company’s trade and other payables are denominated in the following
currencies:
UK pounds
Euros
Swedish krona
Zlotys
Ukrainian Hryvnia
Turkish Lira
Russian Ruble
CONSOLIDATED
COMPANY
31 December
2021
£’000
31 December
2020
£’000
31 December
2021
£’000
25,555
43,163
991
17
64
112
14
19,929
7,523
14,704
4,334
-
-
-
-
-
-
-
-
-
-
31 December
2020
£’000
11,521
-
-
-
-
-
-
UK pounds
Euros
Swedish krona
Zlotys
Ukrainian Hryvnia
Turkish Lira
Russian Ruble
GROUP
COMPANY
31 December
2021
£’000
31 December
2020
£’000
31 December
2021
£’000
30,073
46,161
15,924
10,336
9
96
15
38,548
13,075
-
-
-
-
-
9,539
429
-
-
-
-
-
31 December
2020
£’000
19,316
-
-
-
-
-
-
69,916
27,452
19,038
11,521
102,614
51,623
9,968
19,316
23. Trade and Other Payables
24. Borrowings
Current liabilities
Trade payables
Wages Payable
Accruals
VAT payable/(receivable)
Deferred consideration
Other payables
Non - Current liabilities
Deferred consideration
CONSOLIDATED
COMPANY
31 December
31 December
31 December
31 December
2021
£’000
55,865
11,910
19,681
3,975
1,331
5,451
98,213
4,401
4,401
2020
£’000
16,288
4,308
6,291
2,282
13,390
3,964
46,523
5,100
5,100
2021
£’000
984
-
3,402
(223)
730
674
5,567
4,401
4,401
2020
£’000
147
-
1,676
(39)
12,389
43
14,216
5,100
5,100
Non-current liabilities
Syndicated Senior Credit Facility
Bank Loans
Finance lease liabilities
Current liabilities
Syndicated Senior Credit Facility
Finance lease liabilities
Bank Loans
CONSOLIDATED
COMPANY
31 December
2021
£’000
31 December
2020
£’000
31 December
2021
£’000
31 December
2020
£’000
191,937
73
20,189
212,199
8,000
8,422
5,301
21,723
61,235
-
6,453
67,688
-
3,611
-
3,611
191,937
-
131
192,068
8,000
102
-
8,102
-
-
22
22
-
21
-
21
In July 2021, the Group entered into a new Syndicated Senior Credit Facility of up to £305 million (the ‘Credit
Facility’) led by Santander UK and including several major UK and European banks. The Credit Facility, which
comprises a £205 million committed term facility, a £100 million revolving facility commitment and a further £100
million accordion option. This new facility replaces all previously existing bank loans within the Group.
The Credit Facility is secured by a floating charge over the assets of SigmaFin Limited, Carrieres du Hainaut and
Nordkalk and is secured by a combination of debentures, security interest agreements, pledges and floating rate
charges over the assets of SigmaRoc plc, SigmaFin Limited, B-Mix, Carrieres du Hainaut and Nordkalk. Interest
is charged at a rate between 1.85% and 3.35% above SONIA (‘Interest Margin’), based on the calculation of the
adjusted leverage ratio for the relevant period. For the period ending 31 December 2021 the Interest Margin was
2.35%.
174
175
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC FINANCIAL REPORT
Notes to the Financial Statements CONTINUED
The carrying amounts and fair value of the non-current borrowings are:
Reconciliation of liabilities arising from financing activities is as follows:
Santander term facility
Bank loans
Finance lease liabilities
Finance Lease Liabilities
CARRYING AMOUNT AND FAIR VALUE
31 December 2021
£’000
31 December 2020
£’000
191,937
73
20,189
212,199
61,235
-
10,064
71,229
CONSOLIDATED
Long-term
borrowings
£’000
Short-term
borrowings
£’000
Lease liabilities
£’000
Liabilities arising
from financing
activities
£’000
As at 1 January 2021
Increase/(decrease) through financing
cash flows
Increase from refinancing
Cost of borrowings
Amortisation of finance arrangement fees
61,235
(1,830)
137,980
(5,425)
(784)
-
(601)
8,000
-
-
10,064
607
-
-
-
71,299
(1,824)
145,980
(5,425)
(784)
Lease liabilities are effectively secured, as the rights to the leased asset revert to the lessor in the event of default.
Increase through obtaining control of
834
5,903
17,940
24,677
subsidiaries
CONSOLIDATED
As at 31 December 2021
192,010
13,302
28,611
233,923
Finance less liabilities - minimum lease payments
Not later than one year
Later than one year and no later than five years
Later than five years
Future finance charges on finance lease liabilities
Present value of finance lease liabilities
31 December 2021
£’000
31 December 2020
£’000
8,037
14,643
3,666
26,346
2,265
28,611
3,612
5,823
629
10,064
681
10,745
25. Provisions
As at 1 January
Acquired on business combination
Deduction
CONSOLIDATED
31 December 2021
£’000
31 December 2020
£’000
6,160
5,721
(1,706)
10,175
6,937
172
(949)
6,160
For the year ended 31 December 2021, the total finance charges were £1 million.
The contracted and planned lease commitments were discounted using a weighted average incremental
borrowing rate of 3%.
The present value of finance lease liabilities is as follows:
Not later than one year
Later than one year and no later than five years
Later than five years
Present value of finance lease liabilities
CONSOLIDATED
31 December 2021
£’000
31 December 2020
£’000
8,278
15,082
3,776
27,136
3,720
5,998
648
10,366
The provision total is made up of £632,011 as a
restoration provision for the St John’s and Les
Vardes sites; £86,812 for the Aberdo site, £172,303
for quarries in Wales and £3.5m for the Nordkalk
sites which are all based on the removal costs of the
plant and machinery at the sites and restoration of
the land. Cost estimates in Jersey and Guernsey are
not increased on an annual basis – there is no legal
or planning obligation to enhance the sites through
restoration. The commitment is to restore the site to
a safe environment; thus the provision is reviewed on
an annual basis. The estimated expiry on the quarries
ranges between 5 – 35 years.
Of the remaining amount, £1.05m is to cover the
loss on the Holcim contract in CDH, £160,000 for
legal fees, £1.62m for other restructuring costs in
the Nordkalk entities and £3m is the provision for
early retirement in Belgium, where salaried workers
can qualify for early retirement based on age.
The provision for early retirement consists of the
estimated amount that will be paid by the employer
to the “early retired workers” till the age of the full
pension. Refer to note 26 for more information.
The future reclamation cost value is discounted by
7.07% (2020: 7.39%) which is the weighted average
cost of capital within the Group.
26. Retirement benefit schemes
The Group sponsors various post-employment
benefit plans. These include both defined contribution
and defined benefit plans as defined by IAS 19
Employee Benefits.
Defined contribution plans
For defined contribution plans outside Belgium, the
Group pays contributions to publicly or privately
administered pension funds or insurance contracts.
176
177
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
FINANCIAL REPORT
Notes to the Financial Statements CONTINUED
Once the contributions have been paid, the Group
has no further payment obligation. The contributions
are expensed in the year in which they are due.
For the year ended, contributions paid into defined
contribution plans amounted to £220k.
Defined benefit plans
The Group has group insurance plans for some
of its Belgian, Swedish and Polish employees
funded through defined payments to insurance
companies. The Belgian pension plans are by law
subject to minimum guaranteed rates of return.
In the past the minimum guaranteed rates were
3.25% on employer contributions and 3.75% on
employee contributions. A law of December 2015
(enforced on 1 January 2016) modifies the minimum
guaranteed rates of return applicable to the Group’s
Belgian pension plans. For insured plans, the rates
of 3.25% on employer contributions and 3.75%
on employee contributions will continue to apply
to the contributions accumulated before 2016. For
contributions paid on or after 1 January 2016, a
variable minimum guaranteed rate of return with a
floor of 1.75% applies. The Group obtained actuarial
calculations for the periods reported based on the
projected unit credit method.
The Swedish plan provides an old-age pension cover
for plan members whereas plan members receive
a lump sum payment upon retirement in the Polish
plan. Both Swedish and Polish plans are based on
collective labour agreements. Through its defined
benefit plans, the Group is exposed to a number of
risks. A decrease in bond yields will increase the plan
liabilities. Some of the Group’s pension obligations
are linked to inflation and higher inflation will lead to
higher liabilities. The majority of the plans obligations
are to provide benefits for the life of the plan member,
so increases in life expectancy will result in an
increase in the plans liabilities.
Employee benefits amounts in the Statement of Financial Position
Assets
Liabilities
Net defined benefit liability at end of year
Amounts recognised in the Statement of Financial Position
Present value of funded defined benefit obligations
Fair value of plan assets
Present value of unfunded defined benefit obligation
Unrecognised past service cost
Total
Amounts recognised in the Income Statement
Current service cost
Interest cost
Expected return on plan assets
Total pension expense
178
2021
£’000
-
4,292
4,292
2021
£’000
2,222
(2,068)
154
4,138
-
4,292
2021
£’000
32
26
227
285
2020
£’000
-
3,593
3,593
2020
£’000
2,379
(2,214)
165
3,428
-
3,593
2020
£’000
128
19
(31)
116
Changes in the present value of the defined benefit obligation
Defined benefit obligation at beginning of year
Current service cost
Interest cost
Benefits paid
Remeasurements
Acquired in business combination
Foreign exchange movement
Defined benefit obligation at end of year
Amounts recognised in the Statement of Changes in Equity
Prior year cumulative actuarial remeasurements
Remeasurements
Foreign exchange movement
Cumulative amount of actuarial gains and losses recognised in
the Statement of recognised income / (expense)
Movements in the net liability/(asset) recognised in the Statement
of Financial Position
Net liability in the balance sheet at beginning of year
Total expense recognised in the income statement
Contributions paid by the company
Amount recognised in the statement of recognised (income)/expense
Acquired in business combination
Foreign exchange movement
Defined benefit obligation at end of year
Principal actuarial assumptions as at 31 December 2021
Discount rate
Future salary increases
Future inflation
2021
£’000
3,593
32
26
(220)
227
1,524
(890)
4,292
2021
£’000
(75)
227
-
152
2021
£’000
3,593
58
(220)
227
1,524
(890)
4,292
2020
£’000
3,758
128
19
(493)
(31)
-
212
3,593
2020
£’000
(46)
(31)
3
(74)
2020
£’000
3,758
147
(493)
(31)
-
212
3,593
0.53%
1.62%
1.65%
179
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC FINANCIAL REPORT
Notes to the Financial Statements CONTINUED
Post-retirement benefits
The Group operates both defined benefit and defined
contribution pension plans.
Pension plans in Belgium are of the defined benefit
type because of the minimum promised return on
contributions required by law. The liability or asset
recognised in the Statement of Financial Position
in respect of defined benefit pension plans is the
present value of the defined benefit obligation at the
end of the reporting period less the fair value of plan
assets. The defined benefit obligation is calculated
annually by independent actuaries using the projected
unit credit method. The present value of the defined
benefit obligation is determined by discounting the
estimated future cash outflows using interest rates of
high-quality corporate bonds that are denominated
in the currency in which the benefits will be paid, and
that have terms approximating to the terms of the
related obligation. The net interest cost is calculated
by applying the discount rate to the net balance of
the defined benefit obligation and the fair value of
plan assets. This cost is included in employee benefit
expense in the Income Statement. Remeasurement
gains and losses arising from experience adjustments
and changes in actuarial assumptions are recognised
in the period in which they occur, directly in other
comprehensive income. They are included in retained
earnings in the Statement of Changes in Equity and in
the Statement of Financial Position.
For defined contribution plans, the Group pays
contributions to publicly or privately administered
pension insurance plans on a mandatory, contractual
or voluntary basis. The Group has no further payment
obligations once the contributions have been paid.
The contributions are recognised as employee benefit
expense when they are due.
Liabilities per Statement of Financial Performance
Borrowings (excluding finance leases)
Finance lease liabilities
Trade and other payables (excluding non-financial liabilities)
At amortised cost
£’000
61,235
10,064
51,623
Total
£’000
61,235
10,064
51,623
122,922
122,922
Company
31 December 2021
Assets per Statement of Financial Performance
Trade and other receivables (excluding prepayments)
Cash and cash equivalents
27. Financial Instruments by Category
Consolidated
Assets per Statement of Financial Performance
Trade and other receivables (excluding prepayments)
Cash and cash equivalents
Liabilities per Statement of Financial Performance
Borrowings (excluding finance leases)
Finance lease liabilities
Trade and other payables (excluding non-financial liabilities)
Consolidated
Assets per Statement of Financial Performance
Trade and other receivables (excluding prepayments)
Cash and cash equivalents
180
31 December 2021
Finance lease liabilities
Liabilities per Statement of Financial Performance
Borrowings (excluding finance leases)
Loans &
receivables
£’000
69,656
69,916
Total
£’000
69,656
69,916
Trade and other payables (excluding non-financial liabilities)
139,572
139,572
Company
At amortised cost
£’000
205,312
28,611
102,614
336,537
Total
£’000
205,312
28,611
102,614
336,537
Assets per Statement of Financial Performance
Trade and other receivables (excluding prepayments)
Cash and cash equivalents
31 December 2020
Finance lease liabilities
Liabilities per Statement of Financial Performance
Borrowings (excluding finance leases)
Loans &
receivables
£’000
19,179
27,452
46,631
Total
£’000
19,179
27,452
46,631
Trade and other payables (excluding non-financial liabilities)
Loans &
receivables
£’000
2,544
19,038
21,582
At amortised cost
£’000
199,937
233
9,968
Total
£’000
2,544
19,038
21,582
Total
£’000
199,937
233
9,968
210,236
210,238
31 December 2020
Loans &
receivables
£’000
884
11,521
12,405
At amortised cost
£’000
-
43
18,994
19,037
Total
£’000
884
11,521
12,405
Total
£’000
-
43
18,994
19,037
181
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC FINANCIAL REPORT
Notes to the Financial Statements CONTINUED
28. Share Capital and Share premium
Share options and warrants outstanding and exercisable at the end of the year have the following expiry dates
and exercise prices:
Number of shares
Ordinary shares
Share premium
£’000
£’000
Issued and fully paid
As at 1 January 2020
Issue of new shares – 9 December 2020
(1)
As at 31 December 2020
As at 1 January 2021
253,739,186
25,000,000
278,739,186
278,739,186
Exercise of options & warrants – 27 April
1,059,346
2021
Exercise of warrants – 7 May 2021
Issue of new shares – 31 August 2021 (2)
Issue of new shares – 31 August 2021
As at 31 December 2021
78,044
307,762,653
50,276,521
637,915,750
(1) Includes issue costs of £440,736
(2) Includes issue costs of £8,748,365
2,537
250
2,787
2,787
11
1
3,059
521
6,379
95,359
12,059
107,418
107,418
456
19
249,772
42,232
399,897
Total
£’000
97,896
12,309
110,205
110,205
467
20
252,831
42,753
406,276
The authorised share capital consists of 914,345,908 ordinary shares at a par value of 1 penny.
On 27 April 2021 the Company issued and allotted 33,332 new Ordinary Shares at a price of 46 pence per share
for options exercised. On the same day, the Company issued and allotted 1,026,014 new Ordinary Shares at a
price of 46 pence per share for warrants exercised.
On 7 May 2021 the Company issued and allotted 78,044 new Ordinary Shares at a price of 46 pence per share for
warrants exercised.
On 31 August 2021 the Company raised £252,849,890 net of issue costs via the issue and allotment of
307,762,653 new Ordinary Shares at a price of 85 pence per share. On the same day the Company issued and
allotted 50,276,521 new Ordinary Shares at a price of 85 pence per share as shares issued as part of the Nordkalk
acquisition.
29. Share Options
In 2021, the Company introduced a long term incentive plan (‘LTIP’) for senior management personnel. Shares
are awarded in the Company and vest in 3 parts over the third, fourth and fifth anniversary to the extent the
performance conditions are met.
Grant date
Expiry date
Exercise price in £
5 January 2017
5 January 2017
5 January 2017
5 January 2017
15 April 2019
4 January 2022
22 August 2021
5 January 2022
5 January 2022
15 April 2026
30 December 2019
30 December 2026
per share
0.44
0.25
0.25
0.40
0.46
0.46
Options & Warrants
31 December
31 December
2021
#
-
-
286,160
2020
#
1,026,014
78,044
286,160
12,183,225
12,183,225
9,340,934
8,389,726
6,433,956
5,408,706
30,200,045
25,416,105
The Company and Group have no legal or constructive obligation to settle or repurchase the options or warrants
in cash.
The fair value of the share options and warrants was determined using the Black Scholes valuation model. The
parameters used are detailed below:
Vested on
Life (years)
Share price
Risk free rate
Expected volatility
Expected dividend yield
Marketability discount
Total fair value
2017
Options A
5/1/2017
5
0.425
0.52%
24.81%
-
-
2017
2019
2019
Options B
Options C
Options D
5/1/2017
5
0.425
0.52%
24.81%
-
50%
15/4
7
0.465
0.31%
4.69%
-
-
30/12
7
0.525
0.55%
8.19%
-
-
£56,039
£234,854
£419,130
£729,632
The risk-free rate of return is based on zero yield government bonds for a term consistent with the option life.
The volatility is calculated by dividing the standard deviation of the closing share price from the prior six months
by the average of the closing share price from the prior six months.
A 50% discount was applied to Options B due to the uncertainty surrounding the future performance of the
Group. The Options A & B were issued in the first year of acquisitions which at the time had not had a significant
impact on the Company’s share price. Therefore a 50% discount was applied to reflect the fact the Company was
still in an early stage with regards to acquiring niche company’s and building value for the shareholders.
182
183
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC FINANCIAL REPORT
Notes to the Financial Statements CONTINUED
A reconciliation of options and warrants and LTIP awards granted over the year to 31 December 2021 is shown
below:
31 December 2021
Weighted average
exercise price
31 December 2020
Weighted average
exercise price
Options and Warrants
#
Outstanding at beginning of the year
25,416,105
Granted
Vested
Exercised
Outstanding as at year end
Exercisable at year end
-
5,921,330
(1,137,390)
30,200,045
30,200,045
£
0.42
-
0.46
0.40
0.45
0.45
#
19,494,774
-
5,921,331
-
31,337,434
25,416,105
£
0.40
-
0.46
-
0.44
0.42
31 December 2021
31 December 2020
Weighted average
valuation price
Weighted average
valuation price
LTIP Awards
Outstanding at beginning of the year
Granted
Vested
Exercised
Outstanding as at year end
Exercisable at year end
30. Other Reserves
As at 1 January 2020
Currency translation differences
As at 31 December 2020
As at 1 January 2021
Other comprehensive income
Currency translation differences
As at 31 December 2021
#
-
£
-
25,620,000
0.69
-
-
25,620,000
-
-
-
0.69
-
COMPANY
Deferred
Capital
Revaluation
shares
redemption
reserve
reserve
£’000
£’000
£’000
762
-
762
762
-
-
762
600
-
600
600
-
-
600
-
-
-
-
1,037
-
1,037
#
-
-
-
-
-
-
£
-
-
-
-
-
-
Foreign
currency
translation
reserve
£’000
(448)
2,379
1,931
1,931
-
Total
£’000
914
2,379
3,293
3,293
1,037
(15,566)
(13,635)
(15,566)
(11,237)
31. Non-controlling interests
As at 1 January 2021
Shares issued to non-controlling interest
Acquired in business combination
Non-controlling interests share of profit in the period
Foreign exchange movement
As at 31 December 2021
32. Earnings Per Share
The calculation of the total basic earnings per share
of (1.89) pence (2020: 2.55 pence) is calculated
by dividing the loss attributable to shareholders
of £6,971 million (2020: profit of £6,511 million) by
the weighted average number of ordinary shares of
400,170,256 (2020: 255,310,224) in issue during the
period.
Diluted earnings per share of (1.77) pence (2020: 2.35
pence) is calculated by dividing the loss attributable
to shareholders of £6,971 million (2020: £6,511
million) by the weighted average number of ordinary
shares in issue during the period plus the weighted
average number of share options and warrants to
subscribe for ordinary shares in the Company, which
together total 427,854,251 (2020: 277,113,850). The
weighted average number of shares is the opening
balance of ordinary shares plus the weighted average
of 2,290,811 shares.
Details of share options that could potentially dilute
earnings per share in future periods are disclosed in
Note 29.
33. Fair Value of Financial Assets and
Liabilities Measured at Amortised Costs
The following table shows the carrying amounts
and fair values of the financial assets and liabilities,
including their levels in the fair value hierarchy. It does
not include fair value information for financial assets
and financial liabilities not measures at fair value if the
carrying amount is a reasonable approximation of fair
value.
Items where the carrying amount equates to the fair
value are categorised to three levels:
-
1,260
9,031
590
13
10,894
─ Level 1 inputs are quoted prices (unadjusted) in
active markets for identical assets or liabilities
that the entity can access at the measurement
date
─ Level 2 inputs are inputs other than quoted prices
included within Level 1 that are observable for the
asset or liability, either directly or indirectly
─ Level 3 inputs are unobservable inputs for the
asset or liability.
184
185
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
FINANCIAL REPORT
Notes to the Financial Statements CONTINUED
Carrying Amount
Fair value
Recognised amounts of assets and liabilities acquired
Fair value
– Hedging
instruments
Fair
value
through
P&L
Fair
value
through
OCI
Financial
asset at
amortised
cost
Other
financial
liabilities
Total
Level
1
Level 2
Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Forward exchange contracts
Co2 emission hedge
Electricity hedges
Financials assets not measure
at fair value
Trade and other receivables (excl.
Derivatives)
Cash and cash equivalents
Financial liabilities measured at
fair value
Forward exchange contracts
Electricity hedges
Financial liabilities not
measured at fair value
Loans
Finance lease liability
Trade and other payables (excl.
derivative)
-
-
4,268
561
125
243
-
-
608
129
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
78,013
69,916
-
-
-
-
-
-
-
-
-
-
-
-
78,013
69,916
608
129
-
561
561
125
125
4,511
4,511
561
125
4,511
-
-
608
129
-
-
-
-
-
-
-
608
-
-
-
-
-
-
-
129
-
-
-
205,312
205,312
28,611
28,611
102,613
102,613
34. Business Combinations
Nordkalk
On 31 August 2021, the Group acquired 100 per cent of the share capital of Nordkalk and its subsidiaries for a
total consideration of €355 million (being €470 million less adjustments for various obligations assumed by the
Group as part of the acquisition) which translates to £297.8 million. Nordkalk is registered and incorporated in
Finland with subsidiaries across Northern Europe. Nordkalk develops limestone-based solutions for agricultural,
construction and chemical industries.
The following table summarises the consideration paid for Nordkalk and the values of the assets and equity
assumed at the acquisition date.
Total consideration
Cash consideration
Consideration paid in shares
Purchase of shareholder loans
186
£’000
348,225
41,982
(92,360)
297,847
Cash and cash equivalents
Trade and other receivables
Inventories
Derivative financial assets
Deferred tax
Property, plant & equipment
Intangible assets
Investment in associates
Investments in joint ventures
Trade and other payables
Derivative financial liabilities
Borrowings
Provisions
Income Tax
Non-controlling interests
Total identifiable net liabilities
Goodwill (refer to note 17)
Total consideration
£’000
23,403
49,281
30,733
3,737
460
103,907
6,965
524
4,719
(50,330)
(1,074)
(113,084)
(5,720)
(1,483)
(9,031)
43,007
254,840
297,847
B-Mix
On 7 April 2021, the Group acquired 100 per cent of the share capital of B-Mix and its subsidiaries for a cash
consideration of €12.03 million (being €13 million less adjustments for various obligations assumed by the Group
as part of the acquisition) which translates to £10.2 million. B-Mix is registered and incorporated in Belgium. The
principal activity is the operation of concrete plants.
The following table summarises the consideration paid for B-Mix and the values of the assets and equity assumed
at the acquisition date.
Total consideration
Cash consideration
£’000
10,105
10,105
187
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC
FINANCIAL REPORT
Notes to the Financial Statements CONTINUED
Recognised amounts of assets and liabilities acquired
Cash and cash equivalents
Trade and other receivables
Inventories
Property, plant & equipment
Trade and othe payables
Income tax payable
Borrowings
Deferred tax liability
Total identifiable net liabilities
Goodwill (refer to note 17)
Total consideration
35. Contingencies
The Group is not aware of any material personal injury or damage claims open against the Group.
36. Related party transactions
£’000
1,103
3,002
301
4,122
(1,965)
(296)
(2,161)
(15)
4,001
6,104
10,105
Loans granted to or from subsidiaries are unsecured, have interest charged at 2% and are repayable in Pounds
Sterling on demand from the Company.
All intra Group transactions are eliminated on consolidation.
Other Transactions
Westend Corporate LLP, a limited liability partnership of which Garth Palmer was a partner but resigned effective
31 August 2021, invoiced a total fee of £326,821 (2020: £249,997) for the provision of corporate management and
consulting services to the Company until 31 August 2021, which included £160,000 for services relating to the
acquisition of Nordkalk Oy Ab.
37. Ultimate Controlling Party
The Directors believe there is no ultimate controlling party.
38. Events After the Reporting Date
On 4 January 2022, the Company issued and allotted 26,014 new Ordinary Shares at a price of 25 pence per
share and 304,580 new Ordinary Shares at a price of 40 pence per share for options exercised.
On 1 February 2022, the Group acquired 100 per cent. of the share capital of Johnston Quarry Group Limited
(‘JQG’) for a cash consideration of £35.1 million (being £35.5 million less adjustments for various obligations
assumed by the Group as part of the acquisition). JQG is registered and incorporated in the England. JQG is a
high-quality producer of construction aggregates, building stone and agricultural lime.
The following table summarises the consideration paid for JQG and the values of the assets and equity assumed
at the acquisition date.
Loans with Group Undertakings
Amounts receivable/(payable) as a result of loans granted to/(from) subsidiary undertakings are as follows:
Total consideration
Cash consideration
COMPANY
31 December 2021
31 December 2020
Ronez Limited
SigmaGsy Limited
SigmaFin Limited
Topcrete Limited
Poundfield Products (Group) Limited
Foelfach Stone Limited
CCP Building Products Limited
Carrières du Hainaut SCA
Harries (Holdings) Limited
B-Mix Beton NV
Stone Holdings SA
Nordkalk Oy Ab
188
£’000
(18,328)
(5,705)
20,146
(9,494)
5,501
466
5,647
18,251
9,588
1,295
376
91,367
119,110
£’000
(12,878)
(4,455)
(7,139)
(8,178)
6,364
457
5,786
(6)
1,234
-
368
-
(18,447)
£’000
35,090
35,090
189
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC FINANCIAL REPORT
Notes to the Financial Statements CONTINUED
Recognised amounts of assets and liabilities acquired
Cash and cash equivalents
Trade and other receivables
Inventories
Property, plant & equipment
Intangible assets
Trade and othe payables
Borrowings
Provisions
Deferred tax liability
Total identifiable net liabilities
Goodwill
Total consideration
£’000
1,587
1,840
1,463
16,908
264
(3,477)
(9,947)
(325)
(826)
7,487
27,603
35,090
190
191
Invest, Improve, Integrate and InnovateInvest, Improve, Integrate and InnovateSigmaRoc PLCSigmaRoc PLC Nordkalk’s Pargas limestone quarry alongside the CRH
cement plant on the left, and a newly finished walkway as
seen at the bottom of the image
Suite 1, 15 Ingestre Place
London W1F 0DU
United Kingdom
+44 20 7129 7828
info@sigmaroc.com
www.sigmaroc.com
194
Invest, Improve, Integrate and InnovateSigmaRoc PLC