REG - Fox Marble Holdings - Eco Buildings Group Limited – Transaction Update

Focus XploreAnnouncement

26/09/2022 07:00

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RNS Number : 5388A  Fox Marble Holdings PLC  26 September 2022

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OR IN PART, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA,
THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This announcement does not constitute or form part of, and should not be
construed as, an offer to sell or issue, or a solicitation of any offer to buy
or subscribe for, any securities, in any jurisdiction, including in or into
the United States   of America (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or the "US")), Australia, Canada, Japan, the Republic of South Africa
(each a "Restricted Jurisdiction") or any other jurisdiction where to do so
might constitute a violation or breach of any applicable law nor should it or
any part of it form the basis of, or be relied on in connection with, any
contract or commitment whatsoever.

Investors should not use this announcement as the basis for any investment in
the securities of the Company which should only be made on the basis of
information contained in the admission document (the "Admission Document")
intended to be published by Fox Marble plc (the "Company" or "Fox Marble" and,
together with its subsidiary undertakings, the "Group") in due course in
connection with the proposed reverse takeover of Eco Buildings Group Limited
and the subsequent readmission of its ordinary shares to trading on the AIM
market ("AIM") of London Stock Exchange plc (the "London Stock Exchange"),
("Admission").  Copies of the Admission Document will, following publication,
be available for inspection on the Company's website at   www.foxmarble.net
(http://www.foxmarble.net) .

Fox Marble Holdings plc

 

 ("Fox Marble" or the "Company")

 

Eco Buildings Group Limited - Transaction Update

 

The Directors of Fox Marble are pleased to provide an update, further to the
announcement on 11 April 2022, on the proposed reverse takeover ("RTO") of Eco
Buildings Group Limited ("Eco Buildings") by the Company.

 

The RTO

 

The Company is proposing to acquire the entire issued share capital of Eco
Buildings for an aggregate purchase price of £30 million, to be satisfied by
the issue of ordinary shares in the Company. It is therefore estimated that
the Company as enlarged by the acquisition will have an equity value of
£34.4m (based on Fox Marble's share price at the time of suspension being
1.085p).  In addition, as part of the RTO, the Company is also proposing to
raise up to £10m by way of a placing (the "Placing").

 

There can be no guarantee that the RTO nor the Placing will be completed as
they are subject to a significant number of pre-conditions, which inter alia,
include the following:

 

·      readmission of the Company's shares to trading on AIM following
the acquisition and obtaining of all relevant approvals ("Admission") becoming
effective;

·      Shareholder approval in a general meeting;

·      Certain Regulatory approvals being received;

·      The publication of an admission document by the Company; and

·      A placing agreement becoming unconditional in all respects (save
for Admission).

 

Information on Eco Buildings

Eco Buildings will operate in the prefabricated modular housing sector. Eco
Buildings has acquired the proven and innovative prefabricated modular
technology using glass fibre reinforced gypsum (GFRG), an alternative
construction method to achieve faster and more economical development of
residential, commercial and industrial dwellings. Since 2006, over US $6
million has been invested in the technology by Dominic Redfern, who will be
joining the revised board, to establish a high quality, low cost and
environmentally friendly range of modular housing products.

Based on this technology, Eco Buildings' management team has utilised its
network, particularly in the Balkans, to secure two initial contracts that are
expected to generate first sales revenue of approximately €38 million per
annum in the first three years following Admission (c. €114 million in
total).

The Directors believe Eco Buildings' range of modular housing products
provides a solution for the construction of both affordable and high-end
housing, with Eco Buildings' products being up to 50% cheaper, two-thirds
lighter and five times faster to deploy than conventionally built homes.

The Directors believe that Fox Marble's existing building products and
operations should deliver revenue synergies when combined with Eco Buildings.
These include Fox Marble's intention to supply and process dimensional marble
from its existing quarries for use within Eco Buildings' modular housing
projects. The Directors believe that by developing Eco Buildings' pipeline of
prospective projects globally, it intends to also further expand the markets
in which Fox Marble's dimensional stone product can be marketed.

 

Walling System Manufacturing Process

Eco Buildings' panels are manufactured using a panel casting system. It
involves a single vertical panel casting machine which automates the moulding
process and uses a liquid mix of calcined plaster, water, fiberglass rovings,
together with proprietary waterproofing agents and curing admixtures.

Eco Buildings' first production line, which consists of a vertical panel
casting machine and supporting equipment has been moved from the United Arab
Emirates (UAE) to a newly built 2,400m(2) factory building in Albania for the
sake of proximity to its initial contracted customers and is anticipated to be
operational in Q4 2022. A production line is capable of producing 11,264m(2)
of panelling per month or the equivalent of 31 housing units (372 units
annually).

The 8,000m(2) factory site is located close to Albania's capital, Tirana,
adjacent to the port of Durres, Albania's principal seaport.

Operational Expansion

Once the facility is fully operational, Eco Buildings plans to expand as
follows:

Phase I

•          Increase the number of production lines from 1 to 4 - to
meet existing contractual obligations, the Directors intend to add a second
and third line to the factory in 2023 and a fourth in 2024. The first three
production lines are expected to produce approximately 1,100 residential units
per annum with production capacity increasing to approximatley 1,500 units per
annum when the fourth line is added.

•          Vertical integration - Once the Company is cash flow
positive Eco Buildings intends to construct a calcination plant. This will
allow the Group to produce its own GFRG, the key raw material in the
production of the Eco Buildings' turnkey solution.

Phase II

Approximately one-third of the urban population in the southern hemisphere
live in informal settlements, which lack access to basic services such as
electricity, running water, or sanitation.

After an extensive ideation and conceptual design process, the Group intends
to complete the manufacturing, design and construction of the first of its
mobile manufacturing units that can be deployed at speed remotely in 2023.
These 'pop up' facilities will be used in areas with less developed
infrastructure than the factory site and/or areas where traditional
construction is markedly less cost effective than the Eco Buildings' system
deployed locally and/or at large-scale, multi-year new town or new community
developments where there significant social, logistical or financial gains can
be made over several project phases.

 

Update on Temporary Suspension

Further to the announcement of 11 April 2022, the Company was suspended from
trading on AIM on 11 April 2022 and remains so, 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 on publication and posting
of the Company's audited final results.

Ends

This announcement contains inside information as stipulated under the UK
Market Abuse Regulations. The Directors of the Company take responsibility for
this announcement.

 

For more information on Fox Marble please visit www.foxmarble.net
(about%3Ablank)  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

 Tavira Securities Limited (Broker)
 Oliver Stansfield                       Tel: +44 (0) 20 7100 5100
 Cairn Financial Advisers LLP (Nomad)
 Liam Murray/Sandy Jamieson              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 identified 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 reflect the
Directors' current beliefs and assumptions and are based on information
currently available to the Directors.

 

 

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