REG - Fox Marble Holdings - Proposed Acquisition, CLN and Temporary Suspension

Focus XploreAnnouncement

11/04/2022 07:01

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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 £400k.  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
£400k by way of a convertible loan note ("CLN") with which it has made a loan
facility of up to £400k 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
(about:blank) 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 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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