REG - Fox Marble Holdings - Update re Suspension and Proposed Acquisition
28/04/2023 18:30
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RNS Number : 9598X Fox Marble Holdings PLC 28 April 2023
28 April 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")
Proposed Acquisition of Eco Buildings Group and Placing
Update re Suspension
Highlights
· Publication of the Admission Document and lifting of the
Company's suspension
· Proposed all share acquisition of Eco Buildings Group Limited
("Eco Buildings") for £30m
· Placing to raise £2.7m at 55 pence per share
· Admission of the enlarged ordinary share capital to trading on
AIM expected to be on 30 May 2023
· Change of name to Eco Buildings Group Plc
· Notice of General Meeting
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 Holdings announces that it has today entered into the Acquisition
Agreement with the Eco Buildings Vendors, pursuant to which it agreed to
purchase the entire issued share capital of Eco Buildings, conditional on
various matters, including Admission. The aggregate total consideration to be
paid by the Company for the shares in Eco Buildings is £30 million. The
Company is today publishing an admission document concerning the Proposals
("Admission Document")
At the same time, the Company has conditionally raised approximately £2.7
million by way of a Placing by in order to provide growth finance and
working capital for the Enlarged Group.
Update re Suspension
As a consequence of an Admission Document having been posted to shareholders,
the Company has requested that trading in the Company's Ordinary Shares is
resumed. The Company expects resumption of trading in the Company's Ordinary
Shares to occur at 7:30am on Tuesday 2 May 2023.
Eco Buildings Group
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, in the Balkans and initially secured
two contracts in Albania that are expected to generate sales revenue of up to
€114 million in total for the first three years following Admission. Eco
Buildings' technology system is not subject to patent protection and embodies
know how and process innovations that have been developed using its system.
Andrew Allner, Chairman of Fox Marble, said:
"We are very pleased to announce the completion of this acquisition which
represents a new strategic opportunity for the Company and its stakeholders.
I would also like to thank the existing Fox shareholders for their patience
while this acquisition was carried out to a successful conclusion as well as
the staff and advisors for all their hard work. As a board we believe that
this enlarged company with its two operating units of Eco Buildings and Fox
Marble will benefit all those participating and look forward to announcing
further news in the near future"
A General Meeting of the Company to approve the Acquisition has been convened
for 10 a.m. on 26 May 2023 at the offices of Hill Dickinson LLP, The Broadgate
Tower, 20 Primrose Street, London, EC2A 2EW. If the resolutions put to the
General Meeting are approved by shareholders, it is expected that the enlarged
ordinary share capital will be admitted to AIM and dealings in the Company's
shares will commence on or around 30 May May 2023.
Further information on the Proposals is set out below and contained in the
Admission Document which is available on Fox Marble's website:
www.foxmarble.net (http://www.foxmarble.net)
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 (Nominated Adviser) Tel: +44 (0)20 7213 0880
Liam Murray/Sandy Jamieson/Ludovico Lazzaretti
Spark Advisory Partners Limited (Nominated Adviser to the Enlarged Group +44 (0) 203 368 3550
subject to Admission)
Matt Davis / James Keeshan / Jack Lund
Tavira Securities Limited (Broker) +44 (0)203 192 1739
Oliver Stansfield/Jonathan Evans
INTRODUCTION
On 11 April 2022, the Company announced that it had raised £400,000 by way of
the Convertible Loan Note available to Eco Buildings and that it was in
discussions which might lead to the acquisition of the entire issued, and to
be issued, share capital of Eco Buildings by way of a Reverse Takeover.
The Company has announced today that it has now conditionally agreed terms to
acquire the issued, and to be issued, share capital of Eco Buildings, for an
aggregate consideration of approximately £30 million. At the same time, the
Company will raise approximately £2.7 million by way of the Placing of the
Placing Shares in order to provide working capital to finance the growth of
the Enlarged Group.
The Acquisition, if completed, will constitute a reverse takeover of the
Company under the AIM Rules for
The Directors believe that it is appropriate, should the Acquisition be
approved by Shareholders at the General Meeting and be completed, that the
name of the Company be changed to Buildings Group Plc to reflect the business
of the Enlarged Group.
The Proposals are conditional, among other things, on the passing of the
Resolutions and Admission. If the Resolutions are approved by Shareholders, it
is expected that Admission will become effective and dealings in the Enlarged
Ordinary Share Capital will commence on AIM on or around 30 May 2023. The
General Meeting of the Company to approve the Acquisition has been convened
for 10 a.m. on 26 May 2023 at the offices of Hill Dickinson LLP, The Broadgate
Tower, 20 Primrose Street, London, EC2A 2EW.
BACKGROUND TO AND REASONS FOR THE ACQUISITION
The Company is proposing to acquire the entire share capital of Eco Buildings,
a company that will 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, in the Balkans and initially secured
two contracts in Albania that are expected to generate sales revenue of up to
€114 million in total for the first three years following Admission. Eco
Buildings' technology system is not subject to patent protection and embodies
know how and process innovations that have been developed using its system.
The Directors believe Eco Buildings' range of modular housing products provide
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 build than conventionally built homes. Eco Buildings' aim is
to alleviate the global housing deficit in a sustainable and profitable way.
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 will be able to further expand the markets
in which Fox Marble's dimensional stone product can be marketed.
INFORMATION ON ECO BUILDINGS
Introduction
Eco Buildings, a company that will operate in the prefabricated modular
housing sector. The Company 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, in the Balkans.
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.
History
Eco Buildings was established to acquire 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
Group targets growth in the Balkan region.
GFRG is an alternative construction method to achieve faster and more
economical construction of residential, commercial and industrial dwellings.
Over $6 million was invested in the technology by Dominic Redfern since 2006
to date to establish a high quality, low cost and environmentally friendly
product.
Eco Buildings has developed a sales approach which the Directors believe will
better exploit the proven potential of GFRG based construction. Through this
approach and its network in the Balkans region, Eco Buildings has been
successful in securing two sales contracts with major construction companies,
one in Albania, the other in Kosovo, which are expected to generate gross
sales revenue of approximately up to €€11438 million in total per annum
over the first three years (approximately €114 million in total) following
Admission.
Coupled with the Group's initial focus on the Balkans region, the Group has
entered into a manufacturing and licence agreement with North Eco, a
third-party company proposing to build modular housing in the United Kingdom
utilising the intellectual property of Eco Buildings. Under the terms of the
agreement with North Eco, Eco Buildings will receive 30% of the gross receipts
of each unit sold by North Eco.
As part of its medium-term strategy, the Enlarged Group will target
geographies with appropriate new housing demand as well as historic housing
deficits. It intends to develop locally deployed mobile manufacturing plants
globally for "just in time, on site" production for large-scale housing
developments, thereby reducing transportation costs and emissions.
The Board believes that a combination of its innovative, cost-effective and
sustainable solutions together with growing housing demand and historic
deficits in housing provision, represents a significant, long term business
opportunity for the Enlarged Group.
Competition
The Directors believe Eco Buildings' competition can be broken into the
following categories:
• Traditional: this accounts for the majority of
the market. Raw materials are brought to site and built by hand into finished
buildings. This market is made up of many small builders.
• Manufactured: Manufactured homes are
standardised homes built in a factory and shipped to site. Due to their lack
of specification, these homes are generally built to a lower standard to keep
costs as low as possible.
• Panelised systems: Wall panels with different
levels of finish are built in a factory and then assembled onsite, usually by
those operating in the traditional construction sector.
In addition, there are a few new and notable housing start-ups trying to
address problems relating to the housing markets. The Directors believe these
direct competitors will assist in making prefabricated housing and
construction the new norm in home building.
Market Overview
Real Estate Market and Demand for Housing
According to Real Estate Global Market Report 2022, the value of the world's
real estate is expected to reach $3.74 trillion in 2022, increasing to $5.38
trillion by 2026, showing a compound annual growth rate ("CAGR") of 9.6
percent.
In tandem with the growth in the value of global real estate, the demand for
housing is increasing. The worldwide affordable housing deficit is currently
estimated at 330 million urban households and is forecast to grow by more than
30 percent to 440 million households, or 1.6 billion people, by 2025. Reasons
for this include:
• Inadequate housing stock - globally
approximately 1.6 billion people live in substandard housing;
• Lack of affordability - in more than 90 percent
of 502 international cities globally, house prices are more than 3x median
family income. This is often because the rate of population growth and city
expansion is not aligned with urban planning and development which results in
a shortage of housing, driving up prices; and
• Displacement of people - there were circa 100
million new displacements at the end of 2022.
• Inadequacy of conventional construction methods
to meet the backlog demand and new demand for housing in a timely, affordable
and sustainable manner.
Modular Housing
Modular housing is a solution that has the potential to alleviate this housing
crisis. The process involves the prefabrication of modules or large scale
elements of a housing unit in a controlled environment at a different location
from the actual construction site, allowing for industrial efficiencies in
cost and quality and reduced timeframes for completing building projects at
site. This process allows the delivery of product to the site at the time and
in the order they are needed, improving building efficiency and speed as well
as reducing site storage which is often limited. It also reduces wastage of
energy dense raw materials, first at the factory and then at the site, thereby
reducing the cost and environmental impact of a construction project.
The manufacture of prefabricated modular and often custom-sized materials for
particular projects also permits lean production planning and raw material
purchasing and better inventory management. This is inherently more efficient
than construction planning for generic conventional building materials
(bricks, blocks, steel and glass) which are manufactured on a more speculative
assessment of demand which can undershoot or overshoot demand significantly
causing volatility in material prices.
Modular housing production lines operate within a controlled factory
environment where regular automation, process monitoring and inspection
ensures better quality final products. Furthermore, any rejected product in
the Company's process can be recycled into light weight grout mix during the
production cycle, thus supporting another product stream which reduces waste
and limits the environmental impact.
Emergence of the Modular Housing Market
Numerous countries1 have already adopted modular housing and many more exhibit
conditions appropriate for growth in offsite construction. According to Market
Research Future, the global modular construction market was estimated to be
valued at $109.2 billion in 2020 and is predicted to grow to $161.9 billion by
2027.
The emergence of the sector is driven by a combination of factors, including:
• Rising labour costs as a result of labour
shortages - the nominal annual labour costs in both the Euro Area and the EU
have shown a general increase over the past 10 years
In the fourth quarter of 2022, hourly labour costs rose by 5.1% in the Euro
Area and by 5.4% in the EU, compared with the same quarter of the previous
year.
Further research from Fitch Ratings has found that the shortage of labour for
house building will be further exacerbated by the diversion of labour and
materials to renovations to improve energy efficiency.
• Higher raw material costs - the cost of
construction materials surged during the COVID-19 pandemic as material
producers initially cut production and unloaded inventory, and were
subsequently unprepared for the demand rebound (Figure 2, left). According to
the UK RICS construction market survey, nearly 80% of respondents said that
material shortages are limiting activity (Figure 2, right). Conventional
building products such as bricks, blocks, cement, glass and steel have a high
level of contained energy. Rising inflation in the cost of industrial energy
due to global macro-economic factors such as the war in Ukraine are expected
to further exacerbate price inflation in these products. Eco Buildings' GFRG
products have a lower energy content compared with conventional materials and,
because they are lighter, require less structural steel and cement.
According to a report published by McKinsey & Company, unmet housing
demand and the cost of construction labour are the biggest predictors of where
modular construction can gain traction. Figure 3 below identifies where those
two conditions intersect and illustrates why this shift has taken hold in
Japan and Scandinavia and it also highlights the growth potential in markets
such as Australia, the United Kingdom, Singapore, and the west coast of the
US.
Increased Investment in Alternative Construction
A series of high-profile and early-stage investors are committing substantial
capital into the modular housing industry reflecting the demand that this
sector is addressing, which has led to a number of new entrants to the sector
in recent years including Top Hat and Ilke Homes.
Eco Buildings' Product Offering
Eco Buildings' large format construction panels will be formed from GFRG. This
building method is designed to achieve faster, more cost effective and
sustainable construction of residential, commercial and industrial dwellings.
The Directors believe that with its integration of design, construction and
manufacturing capability, Eco Buildings will represent an attractive
development partner for affordable, high quality construction projects which
can be delivered faster, cheaper and cleaner than traditional building methods
for the following sectors:
• Public Social: large scale projects,
multi-storey housing, social, entry-level and key worker housing
• Private Residential: town homes, duplexes,
apartments, semi- and highly-customisable homes
• Commercial: hotels & hospitality, business
centres, retail, other leisure centres
• Other: workforce housing, senior housing, crisis
housing, coastal
• The Directors believe the advantages of Eco
Buildings' products include the following:
• Factory controlled precision fabrication with
added quality assurance reducing material wastage and onsite storage
requirements;
• The main raw material for the production of GFRG
walling and decking is gypsum powder which is cheaper and lighter than
alternative building materials whilst providing adequate structural integrity.
It can either be used alone or reinforced sparingly with steel and concrete as
the structural design requires. As well as being an inherently inexpensive
material, the weight advantage of GFRG construction reduces the use of
expensive inputs such as steel and cement as well as transportation and on
site costs like labour and craneage (see figure 5 below). When combined, these
savings and efficiencies can cut building costs by as much as 50 percent when
compared with conventionally built dwellings;
• Eco Buildings' GFRG walling and decking system
delivers equivalent or superior levels of noise-resistance, termite/mould
resistance and fireproofing as conventional building materials at lower cost
and environmental impact. The Eco Buildings' GFRG walling system has been
certified under intense fire test conditions to internationally accepted
standards by the Australian CSIRO for structural integrity and insulation
performance with a fire resistant properties, achieving a 4 hour fire rating
in load bearing structures (concrete filled);
• GFRG panelling is a green product that helps
save energy and protect the environment as it has a lower embodied energy (EE)
coefficient and uses less CO2 gas emission to produce and install (from the
manufacturing of panels to the completion of construction) when compared with
other traditional building construction materials, such as bricks, blocks, in
situ poured concrete, and precast concrete panels.
• Simple on-site installation of large format
panels significantly reduces building and labour time. The Directors
anticipate that this will make Eco Buildings' solution five times faster to
build than conventional building methods;
• A low carbon footprint compared to traditional
buildings products as the materials are manufactured from less energy
intensive raw materials, fully recyclable, inert and non toxic and less
dependent on landfilling, making them more environmentally friendly; and
• GFRG engineered buildings have excellent cyclone
and seismic resistance while the panels can be used for multi-storey
buildings.
It is the intention of the Directors to implement a fully ISO accredited
Integrated Management System (IMS), incorporating ISO 9001 (Quality), 14001
(Environmental) and 18001 (Health & Safety), within three months of
listing. The Directors believe that the manufacturing facility at Durres will
be operational in Q3 2023 and fully accredited within 12 months of Admission.
Following the obtaining of ISO IMS certification, the Company may seek
additional certifications and qualifications such as BCorp and Passivhaus (a
voluntary standard for energy efficiency in a building).
Walling System Manufacturing Process
Eco Buildings' panels are manufactured using a panel casting system that was
innovated by Eco Buildings' co-founder, Dominic Redfern. The process 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 waterproofing agents and curing admixtures. A machine can produce 512m(2)
of wall panels per day, working in two 8-hour shifts, which results in
approximately 1.5 housing units.
Each panel is made up of the following key constituent materials:
• Calcined plaster: is the bulk material and is
commonly known as gypsum plaster. It is a water-containing calcium sulphate
(CaSO(4)• 1/2 H(2)O). when re-combined with water it recrystallises to
become a hard, rock-like substance (CaSO(4) • 2 H(2)O).
• Water: water is added to rehydrate the calcined
plaster. It should have a relatively neutral pH of 6.5 to 8.5 and low
dissolved mineral salt content.
• Strengthening: Glass fibre rovings are added
into the liquid plaster mix and distributed evenly to create an integrated
matrix of fibres throughout the product. These are 2.5 centimetres long shreds
of glass filament treated to be antistatic (non-clumping), hydrophobic
(resistant to moisture absorption) and with reduced splintering tendencies to
improve the strength and integration properties of the product.
• Waterproofing: A waterproofing agent such as a
silicon mineral oil is added into the liquid plaster which impregnates the
product mass making it water resistant.
• Chemistry regulation: Curing admixtures are
added into the liquid plaster mix to regulate the plaster chemistry during
production usually by extending the setting time of the product.
After manufacturing, the twelve-meter walls are air cured in a vertical rack
for drying that has a capacity to store 400 panels, they are cut to the
dimensions required by the customer using a computer numerically controlled
(CNC) saw to maximise off-site fabrication. Panels are placed in a 40-meter
saw frame which can accommodate three panels at a time and can operate
continuously. Spaces for doors and windows can also be pre-cut to further
reduce personnel on site and increase the speed of construction.
After cutting, Eco Buildings' walls are loaded onto stillages, ready for
transport. Up to 500m(2) of Eco Buildings panels can be transported on each
heavy goods vehicle which is the equivalent to 1.5 houses. Normal height walls
of up to 1 metre in length can be installed manually, with longer panels of up
to 3 metres requiring a forklift and those up to 12 metres requiring a crane.
Eco Buildings' panels are cast with hollow, void channels oriented vertically
and spaced regularly along the wall length. These reduce the weight of the
product as well as providing conduits for electrical wiring to be concealed,
reducing the time spent at site to channel, drill or groove out these services
as in traditional installations. The same voids can be used to provide
conduits for piping. Finally, by filling these cavities with concrete and
steel reinforcement bars if required, internal reinforced columns are formed
within the thickness of the wall. This allows the Eco Buildings panel to be
used as an integral load bearing system of the structure, supporting
multi-storey construction without incurring the loss of floor space which a
conventional reinforced structural frame usually entails.
Production costs
The Directors anticipate a finished 100m(2) building, including plumbing and
electrics, to cost approximately €200 per square metre, equivalent to a
third of the average building costs currently seen in Albania.
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 Building's products being up to 50% cheaper, two-thirds
lighter and five times faster to build than conventionally built homes.
Factory
Eco Buildings' first production line was developed by its co-founder in the
United Arab Emirates and consists of a vertical panel casting machine and
supporting equipment. It was moved to a newly built facility in Albania for
the sake of proximity to its contracted customers and is anticipated to be
operational in Q3 2023. 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 Duress, Albania's principal sea port. Whilst the
factory site has been built, the production line remains to be assembled,
which is expected to be completed by Q3 2023.
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 and future contractual obligations, the Directors
intend to add a second production line to the factory. Installation is
expected to begin in late 2023, with the production expected to begin in Q2
2024. A further two production line are planned for later in 2024. The first
three production lines are expected to produce approximately 1,100 residential
units per annum with production capacity increasing to approximately 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 within
its first few years of operation, once demand is established. This will allow
the Group to produce its own gypsum, the key raw material in the production of
the Eco Buildings' solution.
• Generate revenue through the granting of IP
licences - Eco Buildings intends to generate revenue without having to incur
capital expenditure by granting licences to third parties in order for them to
utilise this intellectual property. Eco Buildings has already entered into a
manufacturing and licence agreement with North Eco, a third-party company
proposing to build modular housing in the United Kingdom utilising the
intellectual property of Eco Buildings.
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 2024.
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. The mobile production units are being
designed for fabrication and will be constructed so that they can be
containerised for fast, cost-effective transportation and then installed on
the site of large-scale projects. Each unit is expected to be capable of
producing 11,264m(2) of panelling per month.
The Group has already approached a number of governments to obtain in
principle sales contracts for the construction of affordable housing projects
based on mobile production.
There is an ongoing negotiation with the State Housing Company in Ghana for
Eco Buildings to provide a demo house and become a contractor and build on
government supplied land to alleviate a high housing deficit in the country,
which is estimated to be approximately 2 million housing units. Any
arrangement entered into will be based on minimum commitment guarantees.
Additionally, Eco Buildings is in discussions with other governments located
in South America, albeit no agreements have yet been entered into.
The Group has also signed a letter of intent with a Spanish property developer
of approximately 2,000 housing units.
Addressable Market
Eco Buildings aims to market and sell to construction developers, governmental
bodies and international organisations. The Group also intends to utilise Fox
Marble's existing sales and distribution networks and vice versa. Fox Marble
has a network of existing clients and contacts within the construction and
developer sectors that the Directors intend to use to expand the reach of its
new walling product.
Existing Sales Agreements
The Group has been successful in securing sales contracts with the following
construction companies:
i. Andrra Invest LLC
A Kosovan company specialising in construction of residential and
non-residential projects. Its activities include project management and
development as well as marketing already finished construction sites. One of
the best known completed projects is Andrra Residence in the capital Pristina,
which is a high rise residential and business building complex.
ii. Egeu Stone LLC
A well-recognised construction company in Albania, which has won 9 public
tenders and has completed over 25 diverse construction projects in Albania,
including multistorey residential dwellings, hotels and other commercial and
industrial buildings, schools and public spaces.
DIRECTORS, PROPOSED DIRECTORS AND KEY MANAGEMENT
Brief biographical details of the Existing Directors and Proposed Directors
are set out below:
Existing Directors
Andrew Allner, Non-Executive Chairman (aged 69)
Andrew is currently Non-Executive Chairman of Shepherd Building Group Limited
and SIG plc. He was Non-Executive Chairman of Marshalls plc and Go Ahead Group
plc, and was Chair of Audit and a Non-Executive Director of CSR plc and Chair
of Audit and a Senior Independent Director of Northgate plc. Andrew was also
Senior Independent Director and Chairman of the Audit Committee of AZ
Electronic Materials SA.
Previously, Andrew was the Group Finance Director of RHM plc and took a
leading role in the company's flotation on the London Stock Exchange and the
subsequent sale to Premier Foods plc. He was CEO of Enodis plc and served in
senior executive positions with Dalgety plc, Amersham International plc and
Guinness plc. He was a partner at PriceWaterhouse LLP and is a graduate of
Oxford University. Andrew has been Non-Executive Chairman since 2012, chairing
the nomination committee and sitting on the remuneration committee.
Christopher Gilbert, Chief Executive Officer (aged 71)*
Chris Gilbert has developed several successful businesses, with specific
responsibility for fundraising, executive business management and their
subsequent disposals. Chris has raised significant sums for companies he has
founded or reorganised. In 1992, Chris co-founded Infectious Records, an
independent record company which grew to be one of the most successful
independent record companies in the UK. Following this he founded Auriga
Networks, a satellite transmission company which numbered among its clients
NATO, the British and US Armies, the BBC, Fox Television and CBS News. In
addition, Chris co-founded DarkStar Technologies, a high-tech start-up
providing internet security and data management services to the entertainment
industry. Chris co-founded Crosstown Songs, a buy and build music publishing
venture funded by Cargill which became a major independent music publishing
company which was sold to KKR and Bertelsmann. Chris has been CEO since the
formation of the Company in 2011.
Fiona Evans (nee Hadfield), Financial Director (aged 43)
Fiona Evans is a chartered accountant and previously worked with Deloitte LLP.
Fiona joined Crosstown Songs as Chief Financial Officer, overseeing all
financial aspects of the company's disposal of assets to KKR and Bertelsmann.
Fiona is a graduate of Oxford University and joined Fox Marble as Finance
Director in 2011.
Roy Harrison OBE, Non-Executive Director (aged 75)*
Roy is a former Chief Executive of the Tarmac Group which operates
internationally in quarrying concrete products and building materials, he was
also, Senior Non-Executive Director at the BSS Group and President of the
Construction Products Association. He served as Non-Executive Chairman of the
AIM listed Renew Holdings plc and has held non-executive roles in a number of
private construction products companies. Roy is Chairman of the Thomas Telford
Multi Academy Trust having spent 25 years establishing and running new or
rescued schools under the Thomas Telford Banner. Roy has been a Non-Executive
Director of Fox Marble since 2012, where he chairs the remuneration committee
and sits on the audit and nomination committees.
Sir Mark Lyall Grant GCMG, Non-Executive Director (aged 66)
Sir Mark was one of the United Kingdom's most senior public servants, with
more than 30 years' experience in leadership, policy making, negotiation and
public presentation. He has held diplomatic postings on four continents,
including High Commissioner to Pakistan and Ambassador to the United Nations.
He was National Security Adviser to the Prime Minister from 2015 to 2017. He
is currently a visiting professor at King's College London, and a Consultancy
Adviser on National and International Security. He is a qualified barrister
and was appointed to the Bench of Middle Temple in 2011. Sir Mark has been a
Non-Executive Director of Fox Marble since April 2022.
*will step down on Admission
Proposed Directors
On Admission, the following individuals will be appointed to the Board:
Sanjay Bowry, Chief Executive Officer (aged 59)
Sanjay attended the University of Liverpool where he read Engineering Science
and Industrial Management. He is also a member of the Chartered Institute of
Marketing.
His engineering foundation enabled him to build a successful career developing
and growing technology and construction-based businesses, which he plans to
utilise in order to grow Eco Buildings.
He spent 32 years, working for corporations including Air Products, BT,
Digital Equipment Corporation, GE, Prebon Yamane, Dulas and Sun Edison. He has
successfully and profitably developed businesses across Europe, Asia and the
USA in IT, banking (commercial finance) and renewable energy. Over half of his
working career was spent with General Electric USA. Sanjay held his first
Board position at GEIS and has worked at C-Suite for organisations including
GE; Sun Edison, Dulas and Prebon Yamane.
He subsequently set up his own consulting company, Claygate Management
Services which supported boards and executive teams of organisations to
deliver profitable growth. Sectors included renewable energy, social Housing,
IT services and consulting.
Dr Etrur Albani, Non-Executive Director (aged 50)
Etrur is a serial entrepreneur who has held many leadership roles in start-ups
and large-scale businesses, including CEO of PTK Kosovo. He co-founded and was
Managing Director of Fox Marble, the first AIM listed dimension stone company.
He co-founded Eco Buildings (with Dominic Redfern) and has a large network of
contacts in Southern Europe. He is also currently Vice Chairman of Zenova
Group Plc.
Etrur holds a Ph.D. and has completed the Oxford Strategic Leadership Course
at Said Business School. Etrur received his PhD from London South Bank
University, with an emphasis in 'High-Speed Communication Devices Using
Microstrips'. Prior to this, he received a Bachelor of Electronic Engineering
from North London University, with an emphasis on Electronic and
Telecommunication Engineering.
Dominic Redfern, Executive Vice Chairman (aged 57)
Having read law at Oxford, Dominic went into the City in 1987 and spent 17
years working in investment banking firstly at Morgan Grenfell & Co.
Limited in London and Tokyo and at Deutsche Morgan Grenfell in London
following MG's merger with Deutsche Bank AG. During this period Dominic held
positions in debt and equity corporate finance and advice, proprietary
investment and trading in public and private equities and hedge fund
investment management. Dominic became Managing Director in DMG's Investment
Banking Division specialising in the emerging markets of the Middle East,
Africa and South America. In 1999, he established a highly successful equity
special situations investment group ESSG which managed funds of over US$1
billion dollars for Deutsche and its institutional clients.
In 2004 he co-founded Altima Partners LLP which took the core funds of ESSG
and built one of Europe's largest and most successful hedge and private equity
fund managers with over US$4.5 billion under management. At Altima, Dominic
specialised in the private equity branch of the business until he retired from
the business in 2011. He co-founded and co-managed Mandala Capital Limited, a
leading Asian development capital company focusing on the agribusiness sector
which he built up to a business with nearly US$500 million under management
until he sold his interest in 2016.
In his investment management capacity and for his own family office, Dominic
has provided executive expertise and board level leadership to a broad range
of companies in sectors such as real estate investment and construction and
development, building materials, agribusiness, healthcare and telecoms. This
included positions on the boards of T-Mobile's business in the Czech Republic,
Telmex's mobile subsidiary in Argentina and Kuwait Energy Corporation in the
Middle East all of which were sold in some of the highest value private equity
exits in their respective markets at that time.
A co-founder of Eco Buildings (with Etrur Albani), Dominic identified and
developed the technology on which Eco Build's GFRG building system is now
based and conceived its use in providing high quality, environmentally sound
affordable housing, particularly in developing markets.
Dr Ahmet Shala, Independent Non-Executive Director (aged 62)
Ahmet is currently the founder and president of the Board of Directors for the
Leadership Foundation (LF) and is the global ambassador of James Madison
University in Virginia, USA.
Ahmet has worked in academia since 1988 where he was a lecturer in the
University of Prishtina (Kosovo). Following this, he lectured and held
positions across various academical institutions within the Balkans, including
the University of Tetova (Macedonia), University of Prizen (Kosovo) and the
Agna Leadership Academy (Albania). Ahmed became a visiting professor to
multiple universities in Virginia until accepting the Global Ambassador role
where he continues to work with business leaders and international education
to building pathways for International Alumni.
In addition, Ahmet has previously been a member of the Government of Kosovo.
Between 2012 to 2015 he was the Kosovo Ambassador to Japan, and prior to this
between 2008 and 2011 he acted as the Minister of Economy and Finance of
Kosovo.
Ahmet has a PhD degree in Leadership and Organisational Science from the James
Madison University in Virginia, a PhD (ABT) in Strategic Management and
Economic Development and a BA in Business Administration and Organizational
Science from the University of Prishtina.
The Proposed Directors hold or have held the following directorships or have
been partners in the following partnerships within the five years prior to the
date of this announcement:
Director Current directorships and partnerships Former directorships and partnerships
Dr Ahmet Shala - -
Mr. Sanjay Bowry Claygate Management Services Limited -
Trinity Sanderstead Sports & Social Club Limited
Dr Etrur Albani Albani Industries Limited Argentum Holdings Limited
Eco Buildings Group Ltd Albany Enterprises Limited
Zenova Group Plc Eco Building Enterprises Limited
Folium Group Holdings Limited
Folium International Limited
Folium Limited
Boileau Marina Limited
Halo Research Limited
International Tailings Company Limited
W3T Holdings Limited
Zenova Distribution Ltd
Zenova Ltd
W3t Holdings Limited
Mr. Dominic Redfern Gulf Walling FZCO (Dubai, UAE) Altima Partners LLP (UK
Osteotronix Limited (UK)
Acuitas Limited (UK)
Wara Ventures Limited (BVI/Brasil)
Concord Oil & Gas Limited (UK)
There is no further information on Sanjay Bowry, Etrur Albani or Dominic
Redfern required to be disclosed under Schedule Two, paragraph (g) (i)-(viii)
of the AIM Rules for Companies.
PRINCIPAL TERMS OF THE ACQUISITION
On 28 April 2023, the Company entered into the Acquisition Agreement with the
Eco Buildings Vendors, pursuant to which it has conditionally agreed 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 the
Consideration Shares to the Eco Buildings Vendors at the Placing Price,
credited as fully paid.
The Acquisition Agreement is conditional upon, inter alia, the following
occurring prior to the Long Stop Date:
• the publication of this Admission Document;
• the passing of the Resolutions at the General
Meeting;
• the Placing Agreement becoming unconditional in
all respects (save for Admission);
• the granting of a waiver by the Takeover Panel
for the purposes of Rule 9 of the City Code with respect to the issue of the
Consideration Shares, the CLN Shares and the Placing Shares, such waiver being
conditional upon the passing of Resolution 13, to be taken on a poll of the
Independent Shareholders; and
• Admission becoming effective.
Provided that all of the conditions set out above are satisfied, the
Acquisition shall be completed concurrent with Admission.
Further details of the Acquisition Agreement are set out in paragraph 13.34 of
Part IX of the Admission Document.
IMPLICATIONS OF THE PROPOSALS UNDER THE CODE
The Company and the Panel have agreed that the Eco Buildings Vendors, the Eco
Buildings CLN Holders (excluding James Norwood) and certain existing directors
and shareholders of Fox Marble are acting in concert and, where relevant, are
referred to as the Concert Party throughout this Admission Document. Further
details of the Concert Party are set out in Part VII of the Admission
Document. For the purposes of the City Code, persons acting in concert include
persons who, pursuant to an agreement or understanding (whether formal or
informal), co-operate, to obtain or consolidate control of a company or
frustrate the successful outcome of an offer for a company. For the purposes
of the City Code, "control" means an interest or interests in shares carrying
in aggregate 30% or more of the voting rights of a company, irrespective of
whether the such interest or interests give de facto control. Under the City
Code, shareholders in a private company who sell their shares in that company
in consideration for the issue of new shares in a company to which the City
Code applies, are presumed to be acting in concert in respect of that company
unless the contrary is established.
Concert Party
As at 27 April 2023, being the latest practicable date prior to the
publication of this Admission Document, the members of the Concert Party were
interested in 1,411,995 Existing Ordinary Shares, representing 17.15% of the
issued share capital of the Company.
Following Admission, the members of the Concert Party will be interested in
59,493,813 shares, representing 84.91% of the voting rights of the Company.
Assuming the issue of the Consideration Shares and the Concert Party Placing
Shares, the exercise in full by the members of the Concert Party of the New
Options and the conversion of the Concert Party GM Notes and Concert Party
Series 11 CLNs, the Concert Party Series 11 CLNs (and assuming that no other
person exercises any options or any other right to subscribe for shares in the
Company), the members of the Concert Party would be interested in 63,653,067
shares, representing approximately 85.75% of the enlarged voting rights of the
Company.
The issue of the Consideration Shares and the Concert Party Placing Shares,
the conversion of the Eco Buildings CLNs, the Concert Party GM Notes, the
Concert Party Series 11 CLNs and exercise of the New Options held by members
of the Concert Party would therefore ordinarily give rise to an obligation
under Rule 9 of the City Code for the Concert Party to make a general offer
for the remainder of the issued share capital of the Company in cash at the
highest price paid in the previous 12 months by any member of the Concert
Party. However, the Panel has agreed to waive this obligation subject to the
approval of the Rule 9 Waiver by the Independent Shareholders voting on a poll
at the General Meeting.
The Company has applied to the Panel for a waiver of Rule 9 of the City Code
in order to permit the issue of the Consideration Shares and Concert Party
Placing Shares, the conversion of the Eco Buildings CLNs, the Concert Party GM
Notes and the Concert Party Series 11 CLNs and exercise of the New Options
held by members of the Concert Party without triggering an obligation on the
part of the Concert Party to make a general offer to the Shareholders. Subject
to the approval of the Independent Shareholders of the Rule 9 Waiver taken on
a poll in General Meeting, the Panel has agreed to waive the obligation to
make a Rule 9 Offer for the entire issued share capital of the Company that
would otherwise arise as a result of the issue of the Consideration Shares and
Concert Party Placing Shares, the conversion of the Eco Buildings CLNs, the
Concert Party GM Notes and the Concert Party Series 11 CLNs and the exercise
of the New Options held by members of the Concert Party. Accordingly, the Rule
9 Waiver being proposed at the General Meeting will be taken by means of a
poll of Independent Shareholders attending and voting at the General Meeting.
None of the members of the Concert Party or Placees are able to vote on the
Rule 9 Waiver but may exercise their voting rights in respect of the remainder
of the Resolutions.
CHANGE OF NAME
Subject to Shareholders' approval, the name of the Company will be changed to
Eco Buildings Group Plc, with effect from Admission, to reflect the operations
of the Enlarged Group better.
If the special resolution to approve the change of name of the Company is
passed at the General Meeting, the Company's AIM symbol will be changed to
ECOB and its website address will be changed to www.eco-buildingsplc.com
following the Change of Name being registered at Companies House.
PLACING
The Company has conditionally raised approximately £2.7 million (before
expenses) by the issue of the Placing Shares at the Placing Price.
The Placing Shares will rank pari passu with the New Ordinary Shares and the
Consideration Shares. The Placing is not underwritten or guaranteed.
Following their issue, the Placing Shares will represent approximately 7.06
percent of the Enlarged Issued Share Capital.
The Placing is conditional on, amongst other things: (a) the Placing Agreement
having become unconditional and not having been terminated in accordance with
its terms; (b) the Acquisition Agreement not having been terminated or
amended, and having become unconditional in all respects (other than in
regards to certain conditions relating to the Placing Agreement) and having
been completed in escrow; (c) the passing of the Resolutions and (d) Admission
having become effective by no later than 8.00 a.m. on 7 June 2023.
ADMISSION TO AIM AND DEALINGS IN THE ENLARGED ORDINARY SHARE CAPITAL
If all of the Resolutions are passed at the General Meeting, application will
be made for the Enlarged Ordinary Share Capital to be admitted to trading on
AIM. It is expected that Admission will become effective and dealings in the
New Ordinary Shares will commence on 30 May 2023. No application has been or
will be made for the conversion of the Concert Party GM Notes and the Concert
Party CLNs and exercise of the New Options held by members of the Concert
Party to be admitted to trading on AIM.
SPARK Advisory Partners and Tavira have been engaged as the Company's
nominated adviser and broker respectively in relation to Admission.
LOCK-INS AND ORDERLY MARKET ARRANGEMENTS
Pursuant to Rule 7 of the AIM Rules, the Existing Directors, Proposed
Directors and the Eco Buildings Vendors; (who together will own 80.37% of the
issued share capital at Admission) have undertaken to the Company and SPARK
Advisory Partners that they will not dispose of any interest they hold in New
Ordinary Shares for a period of 12 months following Admission and, for a
further period of 12 months thereafter, they will only dispose of an interest
in Ordinary Shares on an orderly market basis through the Company's then
broker.
WARRANTS
At the date of this document, the Company has Existing Warrants in issue in
respect of 21,257,795 Existing Ordinary Shares exercisable at various dates
until 15 December 2024.
On Admission, and following the Share Consolidation and Sub-division, the
Existing Warrants will be exercisable in respect of 419,358 New Ordinary
Shares.
Subject to Admission, Adviser Warrants are being issued over 1,748,017 New
Ordinary Shares
OPTIONS
As at the date of this document, the Company has no existing option
arrangements. The Company intends to grant the following options to current
and proposed Directors and key management of the Company, subject to Admission
(the "New Options"):
Name of Option Holder Number of Options Date of Grant Expiry of Option Period Exercise Price
Etrur Albani 363,636 Admission third anniversary of Admission Placing Price
Andrew Allner 363,636 Admission third anniversary of Admission Placing Price
Fiona Evans 363,636 Admission third anniversary of Admission Placing Price
Dominic Redfern 363,636 Admission third anniversary of Admission Placing Price
Sanjay Bowry 454,545 Admission third anniversary of Admission Placing Price
Christopher Gilbert 363,636 Admission third anniversary of Admission Placing Price
Total: 2,272,727
On Admission, the options granted to Directors of the Company will represent
3.24 percent of the Enlarged Issued Share Capital.
FURTHER INFORMATION
Further information on the Proposals is contained in the Admission Document
which is available on Fox's website: www.foxmarble.net
Definitions
Except where the context otherwise requires, the following definitions shall
apply throughout this Admission Document:
Act, 2006 Act or the Companies Act the Companies Act 2006, as amended;
Acquisition the proposed acquisition by the Company of the entire issued share capital of
Eco Buildings, pursuant to the terms of the Acquisition Agreement;
Acquisition Agreement the conditional share purchase agreement dated 28 April 2023 between (1) the
Company and (2) the Eco Buildings Vendors in relation to the Acquisition,
further details of which are set out in paragraph 13.34 of Part IX of this
Admission Document;
Admission admission of the Enlarged Issued Share Capital to trading on AIM becoming
effective in accordance with Rule 6 of the AIM Rules;
Admission Document this document;
Adviser Warrants the 1,748,017 warrants (in total) to be issued to the Nominated Adviser,
the Broker and Oliver Stansfield pursuant to the warrant instruments dated 28
April 2023, as further summarised in paragraph 13.42 of Part IX of this
Admission Document;
AIM the market of that name operated by the London Stock Exchange;
AIM Rules the AIM Rules for Companies published by the London Stock Exchange, as amended
from time to time;
AIM Rules for Nominated Advisers the AIM Rules for Nominated Advisers published by the London Stock Exchange,
as amended from time to time;
Articles the articles of association of the Company as adopted from time to time, which
on Admission will be the New Articles;
Balkans a peninsula in south eastern Europe, containing many countries, including
Romania, Moldova, Bulgaria, Greece, Albania, and the independent states of the
former Yugoslavia: Serbia, Croatia, Slovenia, North Macedonia, Bosnia and
Herzegovina, and Montenegro;
Board the Directors whose names are set out on page 10 of this Admission Document;
Bonus Issue the bonus issue of 8,232,857 New Preference Shares to Shareholders on the
Record Date utilising the Company's share premium account, further details of
which are set out in paragraph 12 of Part I;
Business Day a day (other than Saturday, Sunday or a public holiday), on which clearing
banks in the City of London are generally open for business;
certificated or in certificated form a share or other security not recorded on the relevant register of the
relevant company as being in uncertificated form in CREST;
Change of Name the proposed change of name of the Company to Eco Buildings Group plc, further
details of which are set out in paragraph 10 of Part I of this Admission
Document;
City Code the UK City Code on Takeovers and Mergers;
CLN Shares the 2,345,455 New Ordinary Shares to be issued to the Eco Buildings CLN
Holders pursuant to the conversion of the Eco Buildings CLNs;
Company or Fox Marble Fox Marble Holdings Plc, a company incorporated and registered in England and
Wales, with registered number 07811256, whose registered office is at 160
Camden High St, London, NW1 0NE;
Concert Party the Eco Buildings Vendors, the Eco Buildings CLN Holders (excluding James
Norwood), Andrew Allner, Fiona Evans, Christopher Gilbert and Roy Harrison;
Concert Party GM Notes the loan notes held by Dominic Redfern that are convertible into up to
173,006 Ordinary Shares in the Company;
Concert Party Placing Shares the 1,409,091 Placing Shares issued to Laurie Beavers, Roy Harrison, Nigel
Luckett and Dominic Redfern pursuant to the Placing;
Concert Party Series 11 CLNs the loan notes held by Nick Dark and Nigel Luckett that are convertible into
up to 2,168,066 Ordinary Shares in the Company;
Consideration Shares the 54,545,455 Ordinary Shares to be issued to the Eco Buildings Vendors
pursuant to the Acquisition Agreement;
CREST the computerised settlement system (as defined in the CREST Regulations)
operated by Euroclear which facilitates the transfer of title to shares;
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended from
time to time, and any applicable rules made under those regulations;
CSRIRO the Commonwealth Scientific and Industrial Research Organisation is an agency
of the Australian Government responsible for scientific research and materials
testing and certification;
Directors the Existing Directors and/or the Proposed Directors, as the context requires;
Disclosure Guidance and Transparency Rules the Disclosure Guidance and Transparency Rules sourcebook made by the FCA
pursuant to Part VI of the Listing Rules made by the FCA under FSMA;
DTR 5 Chapter 5 of the Disclosure Guidance and Transparency Rules;
Eco Albania Eco Buildings Group Albania Sh.p.k, a company registered in Albania, and a
wholly owned subsidiary of Eco Buildings;
Eco Buildings Eco Buildings Group Ltd, a company registered in the United Kingdom;
Eco Buildings Group plc Eco Buildings Group plc, the Enlarged Group's proposed new name;
Eco Buildings CLNs the convertible loan notes arising from the investments by the Eco Buildings
CLN Holders, further details of which are set out in 13.50 of Part IX of this
Admission Document;
Eco Buildings CLN Holders Forest Nominees, Nick Dart, James Norwood, Nigel Luckett, Laurie Beevers;
Eco Buildings Shares 1,000 ordinary shares of £1 each in the capital of Eco Buildings, comprising
the entire issued share capital of Eco Buildings;
Eco Buildings Vendors Etrur Albani, Genard Kadiu, Linden Holdings (Malta) Limited, Dominic Redfern,
Thomas Jackson and Max Kapp;
EEA the European Economic Area;
EMEA Europe, Middle East and Africa;
Enlarged Group the Company and its Group as it will be constituted following completion of
the Acquisition;
Enlarged Issued Share Capital the issued share capital of the Company upon Admission;
EU the European Union;
Euro Area the member states of the EU whose currency is the euro;
Euroclear Euroclear UK & International Limited, the operator of CREST;
Existing Directors the directors listed as such on page 10 of this Document;
Existing Ordinary Shares the 417,333,753 Ordinary Shares in issue as at the date of this Admission
Document;
Existing Warrants the warrants in existence as at the date of this Document to subscribe for a
total of 21,257,795 Ordinary Shares, further details of which are set out in
paragraph 12.3 of Part IX of this Document;
FCA the Financial Conduct Authority;
First Sub-division the proposed sub-division of the Existing Ordinary Shares to take place
immediately prior to the issue of 113,974 Sub-divided Shares pursuant to which
each Existing Ordinary Share shall be sub-divided into 13 Sub-divided Shares;
Fox Kosovo Fox Marble Kosova Sh.p.k, a company registered in Kosovo and a wholly owned
subsidiary of the Company;
Fox Marble SPV Fox Marble SPV Ltd, a company registered in England and Wales and a wholly
owned subsidiary of the Company;
Funders the parties that provided litigation funding the Company in connection with
the Kosovo Dispute, as further summarised in paragraph 13.10 of Part IX of
this Document;
FSMA the Financial Services and Markets Act 2000, as amended, including any
regulations made pursuant thereto;
GBP or £ or pence or p pounds sterling and pence, the lawful currency from time to time of the United
Kingdom;
General Meeting the general meeting of the Company to be held on 26 May 2023 at which the
Resolutions will be proposed;
GFRG glass fibre reinforced gypsum, a composite material used in the Company's
walling system;
GM Notes the €1,885,000 convertible loan notes issued by Fox Marble pursuant to the
terms of a convertible loan note instrument dated 8 October 2018, as further
summarised in paragraph 13.8 of Part IX of this Admission Document;
Green Power Green Power Sh.p.k, a company incorporated in Kosovo and a wholly owned
subsidiary of the Company;
Group the Company including its subsidiary undertakings and Group Company means any
of them;
HMRC His Majesty's Revenue and Customs;
ICMM the Independent Commission for Mines and Minerals in Kosovo;
IFRS the International Financial Reporting Standards and interpretations of those
standards issued or adopted by the International Financial Reporting Standards
Interpretations Committee;
Independent Director Sir Mark Lyall Grant, being the director who is independent of the Concert
Party and who is not participating in the Placing;
Independent Shareholders Shareholders who are entitled to vote on the Rule 9 Waiver Resolution, namely
shareholders who are not members of the Concert Party nor participating in the
Placing;
ISIN international security identification number;
KFA Kosovo Forest Agency;
Kosovo Dispute the dispute between the Company and the Republic of Kosovo as summarised in
paragraph 15.2 of Part IX of this Admission Document;
LEI code legal entity identifier code;
Lock-in Agreements the conditional lock-in and orderly marketing agreements dated 28 April 2023
and made between the Company and the Locked-in Parties, details of which are
set out in paragraph 13.39 of Part IX of this Admission Document;
Locked-in Parties each of the Existing and Proposed Directors and the Eco Buildings Vendors;
London Stock Exchange London Stock Exchange plc;
Long Stop Date 7 June 2023;
Market Abuse Regulation The Market Abuse Regulation (No. 596/2014) of the EU as applied in the UK;
MENA Middle East and North Africa;
New Articles the new Articles to be adopted by the Company, subject to passing of the
Resolutions;
New Deferred Shares the new deferred shares of 50 pence each in the capital of the Company to be
created pursuant to the Second Sub-division having the rights set out in the
Articles;
New Options the new options in respect of Ordinary Shares to be granted by the Company
with effect from Admission, particulars of which are set out in paragraph 12.1
of Part IX of this Admission Document;
New Ordinary Shares the Placing Shares, the CLN Shares and the Consideration Shares;
New Preference Shares the new irredeemable preference shares of 1 pence each in the capital of the
Company to be issued to Shareholders as at the Record Date pursuant to the
Bonus Issue having the rights set out in the Articles;
Nominated Adviser Agreement the agreement dated 28 April 2023 between (1) the Company and (2) SPARK,
further details of which are set out in paragraph 13.40 of Part IX of this
Admission Document;
North Eco North Eco Limited, a third-party company incorporated in England and Wales
with company number 14241109 whose registered office is at 203 Kilburn High
Road, London NW6 7HY;
OM OM Enterprises, a corporate entity established and operating in India, whose
corporate address is 63/3 B, Sarat Bose Road, Kolkata - 700025, West Bengal,
India;
Option Plan the option plan intended to be adopted by the Company following Admission as
summarised in paragraph 12.1 of Part IX of this document;
Ordinary Shares means:
• from the date of this Document until the First
Sub-division, ordinary shares of 1 pence each in the capital of the Company;
• immediately following the First Sub-division until the
Share Consolidation, the Sub-divided Shares;
• immediately following the Share Consolidation but before
the Second Sub-division, the Post-Consolidation Shares; and
• following the Second Sub-division and thereafter
(including as at Admission), ordinary shares of 1 pence each in the capital of
the Company;
Placees proposed subscribers for Placing Shares at the Placing Price in the Placing;
Placing the proposed conditional placing of the Placing Shares at the Placing Price
with Placees pursuant to the Placing Agreement;
Placing Agreement the conditional agreement dated 28 April 2023 between (1) the Company, (2)
SPARK, (3) Tavira, (4) the Existing Directors and (5) the Proposed Directors
relating to the Placing, further details of which are set out in paragraph
13.37 of Part IX of this Admission Document;
Placing Price 55 pence per Placing Share;
Placing Shares the 4,946,313 New Ordinary Shares to be issued pursuant to the Placing;
Post-Consolidation Shares the ordinary shares of 51 pence each in the capital of the Company in issue
immediately following the Share Consolidation but before the Second
Sub-division;
Preference Amount all amounts received by the Company as a consequence of any settlement or
final judgment or determination of the Kosovo Dispute less:
(a) all taxes payable in connection with any amounts received;
(b) all court or administration fees payable in connection with
the Kosovo Dispute, whether in the Republic of Kosovo, the United Kingdom or
elsewhere;
(c) all third party costs incurred in connection with the Kosovo
Dispute, including but not limited to, all fees payable to legal advisers,
experts and other advisers;
(d) all costs, fees and charges payable in connection with the
recovery of any amounts due to the Company as a result of a settlement,
judgment or determination of the Kosovo Dispute;
(e) all amounts payable to any providers of litigation funding to
the Company;
(f) any other amounts that the Company reasonably determines
ought to be considered as a cost or charge incurred or payable in connection
with the Kosovo Dispute; and
(g) 25% of the amounts remaining after the deduction of the
items referred to in (a) - (f) above, to be retained by the Company for its
continued management of the Kosovo Dispute;
Preference Amount Determination Date means the date upon which the Preference Amount is finally determined by the
Directors;
Proposals the Acquisition, the Change of Name, the Share Reorganisation, the Bonus
Issue, the Placing and Admission;
Proposed Directors each of Dr Etrur Albani, Sanjay Bowry, Dr Ahmet Shala and Dominic Redfern;
Prospectus Regulation the EU Prospectus (Regulation (EU) No. 2017/1129) as it forms part of domestic
UK law pursuant to the he European Union (Withdrawal) Act 2018;
Prospectus Regulation Rules the Prospectus Regulation Rules of the FCA made in accordance with the
Prospectus Regulation;
QCA Code the Corporate Governance Code for Small and Mid-Size Quoted Companies, as
published by the Quoted Companies Alliance;
Record Date the record date for the Share Reorganisation and the Bonus Issue, being 6.00
p.m. on 26 May 2023;
Registrar Computershare Investors Plc of 120 London Wall, London, EC2Y 5ET;
Relationship Agreement the conditional agreement dated 28 April 2023 between (1) Eco Buildings, (2)
SPARK and (3) the Eco Buildings Vendors (further details of which are set out
in paragraph 13.38 of Part IX of this Admission Document);
Resolutions the resolutions to be proposed at the General Meeting, details of which are
set out in the Notice;
Rex Marble Rex Marble Sh.p.k, a company registered in Kosovo and a wholly owned
subsidiary of the Company;
RIS Regulatory Information Service, a service provided by the London Stock
Exchange for the distribution to the public of company announcements;
Rule 9 Waiver the waiver by the Panel (which is conditional on the Rule 9 Waiver Resolution)
of the obligations that would otherwise arise for the members of the Concert
Party to make a general offer for the Enlarged Group under Rule 9 of the City
Code on Takeovers and Mergers as a consequence of the allotment and issue of
the Consideration Shares and Concert Party Placing Shares, the conversion of
the Eco Buildings' CLNs, the Concert Party GM Notes, the Concert Party Series
11 CLNs and the exercise of the New Options by members of the Concert Party,
which the Panel has granted conditional upon approval of the Independent
Shareholders voting on a poll, further details of which are set out in
paragraph 9 of Part I of this document;
Rule 9 Waiver Resolution Resolution 15 to be proposed at the General Meeting in respect of the
Acquisition;
Second Sub-division the proposed sub-division of the Post-Consolidation Shares to take place
immediately following the Share Consolidation pursuant to which each
Post-Consolidation Share shall be sub-divided into 1 New Ordinary Share and 1
New Deferred Share;
SEDOL the Stock Exchange Daily Official List Identification Number;
Series 11 CLNs the £2,194,026 convertible loan notes issued by Fox Marble pursuant to the
terms of a convertible loan note instrument dated 1 May 2020, as amended on 27
August 2023, as further summarised in paragraph 13.9 of Part IX of this
Admission Document;
Share Consolidation the proposed consolidation of the Company's ordinary share capital immediately
following the Sub-divided Share Issuance, pursuant to which every 659
Sub-divided Shares are consolidated into 1 Post-Consolidation Share of 51
pence each;
Share Reorganisation the First Sub-division, immediately followed by the Sub-divided Share
Issuance, immediately followed by the Share Consolidation, immediately
followed by the Second Sub-division;
Shareholders holders of Ordinary Shares in the Company from time to time;
Sub-divided Shares the ordinary shares of £0.00076923076 each in the capital of the Company in
issue following the First Sub-division;
Sub-divided Share Issuance the issue of 113,974 Sub-divided Shares at nominal value by the Company
immediately following the First Sub-division;
uncertificated or in uncertificated form a share or other security recorded on the relevant register of the relevant
company concerned as being held in uncertificated form in CREST and title to
which, by virtue of the CREST Regulations, may be transferred by means of
CREST;
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland;
USA or US or United States the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia;
VAT value added tax; and
VWAP volume weighted average price.
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.
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