REG - Fox Marble Holdings - Result of General Meeting

Focus XploreAnnouncement

26/05/2023 15:15

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RNS Number : 8597A  Fox Marble Holdings PLC  26 May 2023

26 May 2023

Certain information contained within this Announcement is deemed by the
Company to constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014 ("MAR") as applied in the United Kingdom. Upon
publication of this Announcement, this information is now considered to be in
the public domain.

Fox Marble Holdings plc

("Fox Marble" or the "Company" or "the Group")

(to be renamed Eco Buildings Group plc)

Result of General Meeting

Change of Adviser

Change of Website

Directorate Changes

On 28 April 2023, Fox Marble announced the proposed acquisition of Eco
Buildings Group Ltd ("Eco Buildings") for a total consideration of £30
million, to be satisfied by the issue of the Consideration Shares at the
Placing Price.

The acquisition was conditional, inter alia, on shareholder approval, and
constituted a reverse takeover under the AIM Rules.  Upon completion, the
Company will be renamed Eco Buildings Group plc and its new ticker symbol
will be "ECOB".

General Meeting

Fox Marble is pleased to announce that, at the General Meeting held earlier
today, all resolutions were duly passed, and that the acquisition of Eco
Buildings is subject only to Admission, which is expected to take place
at 8.00 a.m. on 2 June 2023.

Resolution numbered 15 in the notice of General Meeting, being an ordinary
resolution to be voted on by the Independent Shareholders to approve the
waiver by the Takeover Panel of the obligation that would otherwise arise
for the Concert Party to make a general offer for the Enlarged Group under
the Rule 9 of the Takeover Code, was passed.

Change of Name

As a result of the Resolutions having been passed at the General Meeting, Fox
Marble will change its name to Eco Buildings Group plc on or around Admission.

Change of Nominated Adviser

Immediately following Admission, Spark Advisory Partners Limited will be
appointed as the Company's nominated adviser.

Share Reorganisation and Bonus Issue

As a result of the passing of the Resolutions, the Share Reorganisation will
become effective as of 6.00 p.m. on 1 June 2023 and accordingly every one
Existing Ordinary Share of the Company at the Record Date will be sub-divided
into 13 Sub-divided Shares and every 659 Sub-divided Shares will then be
consolidated into one Post-Consolidation Share. Each of the Post-Consolidation
Shares, at the Record Date, will be sub-divided into one new ordinary share of
£0.01 each and one new deferred share of £0.50 each, in each case having the
rights and being subject to the restrictions set out in the New Articles. The
new ordinary shares of £0.01 each shall have the same rights and be subject
to the same restrictions as the Existing Ordinary Shares in the capital of the
Company.

In addition, the passing of the Resolutions also means that the Bonus Issue of
new Preference Shares will be effective as of 6.00 p.m. on 1 June 2023 and
accordingly every holder of Ordinary Shares (following the Share
Reorganisation) will receive one New Preference Share for every Ordinary Share
held. The New Preference Shares shall have the rights, and be subject to the
restrictions, set out in the New Articles.

Change of website

Following Admission, the website of the Company will change
to www.eco-buildingsplc.com
(file:///C:/Users/44753/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/Z1Z1QRNY/www.eco-buildingsplc.com)
.

Placing

As announced on 28 April 2023, Fox Marble has raised approximately £2.7
million (before expenses) through a conditional placing of 4,946,313 Placing
Shares at 55 pence per New Ordinary Share, which will be used to expand the
Enlarged Group's production capacity, meet its obligations under two existing
sales contracts and accelerate growth.

Admission

Fox Marble has applied to the London Stock Exchange for the Admission of the
Enlarged Issued Share Capital comprising 70,070,080 New Ordinary Shares to
trading on AIM.  Admission is expected to become effective and dealings on
AIM in the New Ordinary Shares are expected to commence at 8.00 a.m. on 2
June 2023.

The New Ordinary Shares will be traded under the TIDM "ECOB" and with the ISIN
GB00BRJTP124.  The figure of 70,070,080 Ordinary Shares may be used by
shareholders as the denominator for calculations by which they will determine
if they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.

Board Changes

On Admission, Sanjay Bowry, Etrur Albani, Dominic Redfurn and Ahmet
Shala will join the Board, Christopher Gilbert and Roy Harrison will resign
from the Board on Admission.

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Company's announcement on 28 April
2023.

For more information on Fox Marble please visit www.foxmarble.net or
contact:

 Fox Marble Holdings plc                                                   Tel: +44 (0)20 7380 0999

 Chris Gilbert, Chief Executive Officer

 Fiona Hadfield, Finance Director
 Cairn Financial Advisers LLP (Nominated Adviser)                          Tel: +44 (0)20 7213 0880

 Liam Murray/Sandy Jamieson/Ludovico Lazzaretti

 Spark Advisory Partners Limited (Nominated Adviser to the Enlarged Group  Tel: +44 (0)20 3368 3550
 subject to Admission)

 Matt Davis / James Keeshan / Jack Lund

 Tavira Financial Limited (Broker)                                         Tel: +44 (0)20 3192 1739

 Oliver Stansfield/Jonathan Evans

 

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