Proposed Acquisition, CLN and Temporary Suspension
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.
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.
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."
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 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
Tel: +44 (0)207 566 7963/+44 (0)7966 487 739
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.