REG - AIM Fox Marble Holdings - Schedule One - Fox Marble Holdings PLC

Focus XploreAnnouncement

18/05/2023 08:00

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RNS Number : 7711Z  AIM  18 May 2023

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

 COMPANY NAME:
 Fox Marble Holdings PLC ("Fox Marble" or the "Company")

 The Company is proposing to change its name to "Eco Buildings Group plc" upon
 completion of a reverse takeover under AIM Rule 14 of Eco Buildings Group Ltd
 ("Eco Buildings"), together the Enlarged Group.

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

 Registered Addresses:

 Pre-admission

 Fox Marble: 160 Camden High Street, London, England, NW1 0NE.

 Eco Buildings: Building 3 North London Business Park, Oakleigh Road South,
 London, England, N11 1GN

 From Admission: 160 Camden High Street, London, England, NW1 0NE.

 COUNTRY OF INCORPORATION:
 England and Wales

 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
 www.foxmarble.net (prior to Admission)

 www.eco-buildingsplc.com (post Admission)

 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
 INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS
 SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
 STATED:
 Fox Marble is a dimension stone company that focuses on marble quarrying and
 processing in Kosovo and the Balkans region.

 On 11 April 2022, the Company announced an investment into Eco Buildings by
 way of a convertible loan note of £400,000. The purpose of this financing was
 to assist in the planned acquisition of the entire issued share capital of Eco
 Buildings by way of a reverse take-over under AIM Rule 14. Accordingly, at the
 request of the Company, the Company's ordinary shares were suspended from
 trading on AIM with effect from 7.30 a.m. on 11 April 2022, pending either the
 publication of an admission document or until negotiations were terminated.

 Fox Marble will change its name to Eco Buildings PLC at a General Meeting
 prior to Admission subject to the acquisition being approved by Fox Marble's
 shareholders.

 Eco Buildings intends to operate in the prefabricated modular housing sector.
 Eco Buildings has acquired proven and innovative prefabricated modular
 technology which has been in development and commercial use since 2006 under
 its co-founder, Dominic Redfern. Based on this technology, Eco Buildings'
 management team has utilised its network, particularly in the Balkans, and has
 initially secured two contracts in Albania that are expected to generate gross
 sales revenue of up to €114 million in total over the first three years
 following Admission.

 Eco Buildings was established and acquired the business and assets of Gulf
 Walling FZCO in Dubai; the main assets being the manufacturing plant and
 equipment (which produces its glass fibre reinforced gypsum walling and slab
 system), its know-how and its inventory. These assets were relocated to
 Durres, the principal port of Albania, where a new manufacturing facility has
 been built in the industrial zone adjacent to the port to satisfy Eco
 Buildings' two existing sales contracts. In order for the facility to become
 operational, the plant and equipment remains to be assembled. Durres is well
 connected with transport links to Eastern Europe and hosts a deep-water port.

 By establishing Eco Buildings' operations in Albania, the Directors believe
 that this will allow for greater customer accessibility, shorter supply chains
 and a lower cost manufacturing environment which will reduce costs as the
 Enlarged Group targets growth in the Balkan region.
 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER
 OF THE SECURITIES (i.e. where known, number and type of shares, nominal value
 and issue price to which it seeks admission and the number and type to be held
 as treasury shares):
 Ordinary Shares of £0.01 (post Admission) each comprising:

Existing Fox Marble shares*  8,232,857
 Consideration Shares         54,545,455
 Number of CLN Shares         2,345,455
 Placing Shares               4,946,313
 Total                        70,070,080

*post a 51 for 1 share consolidation

 Pursuant to Rule 7, for the 12 months following Admission, the Existing
 Directors, Proposed Directors, together with the Eco Buildings Vendors have
 signed Lock-in Agreements which prevent them from disposing of any Ordinary
 Shares in the Company. This amounts to 56,649,540 Ordinary Shares representing
 c80.9% per cent. of the issued share capital of the Company at Admission.

 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
 MARKET CAPITALISATION ON ADMISSION:
 £2.7million to be raised on Admission

 Target market cap: c.£38.5m

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
 c80.9%

 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
 (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:
 N/A

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

 Andrew James Allner, Non-Executive Chairman

 Christopher Gilbert, Chief Executive Officer*

 Fiona Claire Evans (nee Hadfield), Financial Director

 Roy James Harrison OBE, Non-Executive Director*

 Sir Mark Lyall Grant GCMG, Independent Non-Executive Director

 *resigning on Admission

 On Admission the following individuals will be appointed to the Board:

 Sanjay Bowry, Chief Executive Officer

 Dr Etrur Albani, Non-Executive Director

 Dominic Robert Nicholas Redfern, Vice Chairman

 Ahmet Shala, Independent Non-Executive Director

 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE
 OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first
 name by which each is known or including any other name by which each is
 known):
 Shareholder                        Percentage Pre-Admission  Percentage Post-Admission
 Andrew Muir                        9.28%                     < 3%
 Premier Miton Group Plc            6.63%                     < 3%
 SPREADEX LTD                       6.39%                     < 3%
 Dr Etrur Albani                    5.38%                     23.99%
 Christopher Gilbert                5.12%                     < 3%
 Kesari Tours Pvt                   4.56%                     < 3%
 Artemis Investment Management LLP  3.23%                     < 3%
 Genard Kadiu                       -                         16.35%
 Dominic Redfern                    < 3%                      16.33%
 Linden Holdings (Malta) Limited    -                         15.96%
 Thomas Jackson                     -                         3.50%
 Max Gustav Kapp                    -                         3.11%
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
 (H) OF THE AIM RULES:
 N/A

 (i)         ANTICIPATED ACCOUNTING REFERENCE DATE

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

 (iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
 PURSUANT TO AIM RULES 18 AND 19:
 (i)     The accounting reference date of the Company and Eco Buildings is 31 December.

 (ii)    For Fox Marble - unaudited interims to 30 June 2022 and incorporated by

       reference; for Eco Buildings unaudited interims to 30 September 2022;

       Final Results for the year ended 31 December 2022 - by 30 June 2023; Unaudited
 (iii)   Interim Results for the 6 months ending 30 June 2023 - by 30 September 2023;

       and Final Results for the year ending 31 December 2023 - by 30 June 2024.

 EXPECTED ADMISSION DATE:
 2 June 2023

 NAME AND ADDRESS OF NOMINATED ADVISER:
 SPARK Advisory Partners Limited

 5 St John's Lane

 London

 EC1M 4BH

 NAME AND ADDRESS OF BROKER:
 Tavira Securities Limited

 13, 88 Wood St

 Barbican

 London

 EC2V 7DA
 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
 INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
 STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
 ADMISSION OF ITS SECURITIES:
 Copies of this document will be available free of charge to the public during
 normal business hours on any day (Saturdays, Sundays and public holidays
 excepted) at the offices of SPARK Advisory Partners, 5 St John's Lane, London,
 EC1M 4BH in accordance with the AIM Rules. This document is also available for
 download from the Company's website at www.foxmarble.net up to Admission and
 at www.eco-buildingsplc.com post Admission.

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY
 The QCA Corporate Governance Code issued by the Quoted Companies Alliance

 DATE OF NOTIFICATION:
 18 May 2023

 NEW/ UPDATE:
 NEW

*post a 51 for 1 share consolidation

 

Pursuant to Rule 7, for the 12 months following Admission, the Existing
Directors, Proposed Directors, together with the Eco Buildings Vendors have
signed Lock-in Agreements which prevent them from disposing of any Ordinary
Shares in the Company. This amounts to 56,649,540 Ordinary Shares representing
c80.9% per cent. of the issued share capital of the Company at Admission.

 

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
MARKET CAPITALISATION ON ADMISSION:

£2.7million to be raised on Admission

 

Target market cap: c.£38.5m

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

c80.9%

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
(OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

 

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

Existing Directors

Andrew James Allner, Non-Executive Chairman

Christopher Gilbert, Chief Executive Officer*

Fiona Claire Evans (nee Hadfield), Financial Director

Roy James Harrison OBE, Non-Executive Director*

Sir Mark Lyall Grant GCMG, Independent Non-Executive Director

*resigning on Admission

On Admission the following individuals will be appointed to the Board:

Sanjay Bowry, Chief Executive Officer

Dr Etrur Albani, Non-Executive Director

 

Dominic Robert Nicholas Redfern, Vice Chairman

 

Ahmet Shala, Independent Non-Executive Director

 

 

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

 Shareholder                        Percentage Pre-Admission  Percentage Post-Admission
 Andrew Muir                        9.28%                     < 3%
 Premier Miton Group Plc            6.63%                     < 3%
 SPREADEX LTD                       6.39%                     < 3%
 Dr Etrur Albani                    5.38%                     23.99%
 Christopher Gilbert                5.12%                     < 3%
 Kesari Tours Pvt                   4.56%                     < 3%
 Artemis Investment Management LLP  3.23%                     < 3%
 Genard Kadiu                       -                         16.35%
 Dominic Redfern                    < 3%                      16.33%
 Linden Holdings (Malta) Limited    -                         15.96%
 Thomas Jackson                     -                         3.50%
 Max Gustav Kapp                    -                         3.11%

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

N/A

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

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

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

(i)

(ii)

 

(iii)

 

The accounting reference date of the Company and Eco Buildings is 31 December.

For Fox Marble - unaudited interims to 30 June 2022 and incorporated by
reference; for Eco Buildings unaudited interims to 30 September 2022;

Final Results for the year ended 31 December 2022 - by 30 June 2023; Unaudited
Interim Results for the 6 months ending 30 June 2023 - by 30 September 2023;
and Final Results for the year ending 31 December 2023 - by 30 June 2024.

EXPECTED ADMISSION DATE:

2 June 2023

 

NAME AND ADDRESS OF NOMINATED ADVISER:

SPARK Advisory Partners Limited

5 St John's Lane

London

EC1M 4BH

 

NAME AND ADDRESS OF BROKER:

Tavira Securities Limited

13, 88 Wood St

Barbican

London

EC2V 7DA

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

Copies of this document will be available free of charge to the public during
normal business hours on any day (Saturdays, Sundays and public holidays
excepted) at the offices of SPARK Advisory Partners, 5 St John's Lane, London,
EC1M 4BH in accordance with the AIM Rules. This document is also available for
download from the Company's website at www.foxmarble.net up to Admission and
at www.eco-buildingsplc.com post Admission.

 

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The QCA Corporate Governance Code issued by the Quoted Companies Alliance

 

DATE OF NOTIFICATION:

18 May 2023

 

NEW/ UPDATE:

NEW

 

 

 

 

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