TIDMFOX
RNS Number : 8543H
Fox Marble Holdings PLC
11 April 2022
Fox Marble Holdings plc
("Fox Marble" or the "Company")
Proposed Acquisition, Convertible Loan Note and Temporary
Suspension
Fox Marble, the AIM listed company focused on marble quarrying
and processing in Kosovo and the Balkans region, is pleased to
announce that it has arranged funding by way of a convertible loan
note of GBP400k. The purpose of this fundraising is to provide a
loan facility to assist in the planned acquisition of the entire
issued share capital of ECO Buildings Group Limited ("Eco
Buildings") (the "Proposed Acquisition"). The Company has agreed
heads of terms with Eco Buildings for the Proposed Acquisition.
Proposed Acquisition
The Proposed Acquisition will constitute a reverse takeover
pursuant to AIM Rule 14 under the AIM Rules for Companies.
As part of the process, Fox Marble intends to undertake a
significant capital expansion, including capital reorganisation and
change its name to ECO Buildings Group Plc (the "Enlarged Group").
The Proposed Acquisition is conditional on, inter alia, certain
approvals and a shareholder vote at a General Meeting of the
Company. There can be no certainty nor guarantee that the Proposed
Acquisition will complete.
Eco Buildings, a recently incorporated English private limited
company will design, manufacture, and construct buildings made from
glass fibre reinforced gypsum (GFRG) modular sections that capture
cost and design efficiencies and advantages in build quality and
performance that traditional building methods cannot deliver.
It is the Company's intention that the Proposed Acquisition will
be structured in such a way that any benefits arising from the
successful conclusion of its legal proceedings against the Republic
of Kosovo, as previously announced on 30 September 2021, will be
distributed to the benefit of the current shareholders of the
Company only.
Convertible Loan Note
As part of the Proposed Acquisition, Fox Marble has raised
approximately GBP400k by way of a convertible loan note ("CLN")
with which it has made a loan facility of up to GBP400k available
to ECO Buildings for general working capital needs ahead of the
Proposed Acquisition (the "Loan Facility"). The Loan Facility will
have an interest rate of 2% per annum and may be drawn down in four
tranches. The Loan Facility is repayable on the earlier of (i) the
date of completion of the Proposed Acquisition, (ii) twelve months
after the date of the heads of terms, or (iii) three months after
the date that the Proposed Acquisition negotiations are
terminated.
The CLN will carry an interest rate of 2% per annum deferred for
2 years and a term of 5 years. The CLN is convertible into Fox
Marble ordinary shares at a price of 6 pence per share. Should the
Proposed Acquisition not be completed by 31 December 2022, the CLN
will only be repayable to the extent that the Loan Facility is
repaid to Fox Marble.
Temporary Suspension
Accordingly, at the request of the Company, the Company's
ordinary shares will be suspended from trading on AIM with effect
from7.30 a.m. on 11 April 2022, pending either the publication of
an admission document or until the Proposed Acquisition
negotiations are terminated.
Pursuant to AIM Rule 41, if the Company's ordinary shares have
been suspended from trading for a period of six months, the
admission of its ordinary shares to trading on AIM will then be
cancelled.
A further announcement will be made in due course.
Chris Gilbert, CEO, commented "The opportunity for Fox Marble to
undertake the Proposed Acquisition represents a unique significant
move to grow into a much larger group with the expectation of
increased growth as a result. Housing is one of the basic human
needs and is fundamental to reduce poverty, provide equal
opportunities and this scheme will allow the combined group to
address the very large housing deficit that exists in many parts of
the world which its housing product is very efficiently able to
solve. It is not only relatively inexpensive compared to other
building methods, but also robust, high quality and fast to
manufacture, deploy and erect on site. The Fox Marble business unit
within the Enlarged Group will continue to grow its own business as
previously and additionally benefit from supplying its processed
marble to the housing manufactured and installed by the Eco
Buildings unit.
"Globally, while governments and international bodies place a
high priority on making housing available and affordable, they
struggle to meet this challenge because traditional construction is
inherently high cost in terms of labour, raw material and
environmental impact. ECO building provides one way to help address
this crisis."
Ends
This announcement contains inside information for the purposes
of Regulation 11 of the Market Abuse (amendment) (EU exit)
Regulations 2019/310. The Directors of the Company take
responsibility for this announcement.
For more information on Fox Marble please visit
www.foxmarble.net or contact:
Fox Marble Holdings plc
Chris Gilbert, Chief Executive Officer
Tel: +44 (0)20 7380 0999
Fiona Hadfield, Finance Director
Tel: +44 (0)20 7380 0999
Quatro PR
Gary Pleasants
Tel: +44 (0)207 566 7963/+44 (0)7966 487 739
Mark Herbert
Tel: +44 (0)7770 381608
Allenby Capital Limited (Joint Broker)
Nick Naylor/Nick Athanas/Liz Kirchner (Corporate Finance)
Amrit Nahal (Sales and Corporate Broking)
Tel: +44 (0)20 3394 2973
Tavira Securities Limited (Joint Broker)
Oliver Stansfield/Jonathan Evans
+44 (0)203 192 1739
Cairn Financial Advisers (Nomad)
Sandy Jamieson/Liam Murray/Ludovico Lazzaretti
Tel: +44 (0)20 7213 0880
Notes to Editors
Fox Marble (AIM: FOX) is a marble production, processing and
distribution company with operations in Kosovo and the Balkans.
Its marble products, which include Alexandrian Blue, Alexandrian
White, Breccia Paradisea, Etruscan gold and Grigio Argent, are
gaining sales globally to wholesale companies and directly to
luxury residential properties. In the UK these include St George's
Homes and Capital and Counties Plc's Lillie Square development. In
Sydney, Australia, Rosso Cait, Alexandrian White and Breccia
Paradisea have been used in what is expected to be Australia's most
expensive residential property. These sales serve to demonstrate
the desirability of Fox Marble's premium marble products as the
stone of choice in some of the most prestigious and expensive
residential developments around the world.
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed
to be, forward looking statements. Forward looking statements are
identi ed by their use of terms and phrases such as "believe",
"could", "should" "envisage", "estimate", "intend", "may", "plan",
"potentially", "expect", "will" or the negative of those,
variations or comparable expressions, including references to
assumptions. These forward looking statements are not based on
historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of
operations, performance, future capital and other expenditures
(including the amount, nature and sources of funding thereof),
competitive advantages, business prospects and opportunities. Such
forward looking statements re ect the Directors' current beliefs
and assumptions and are based on information currently available to
the Directors.
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END
ACQEASLPEDLAEFA
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