TIDMFOX
RNS Number : 3880N
Fox Marble Holdings PLC
28 September 2012
AIM: FOX 28 September 2012
Fox Marble Holdings Plc
("Fox Marble" or the "Company")
INTERIM RESULTS FOR THE PERIOD ENDED 30 JUNE 2012
Fox Marble Holdings plc (AIM:FOX), announces its interim results
for the period ended 30 June 2012.
Highlights of the period
-- Fox Marble Holdings Plc, a marble quarrying company operating
in Kosovo, was incorporated on 14 October 2011 to act as a holding
company for the Fox Marble Limited group for the purpose of a
proposed listing on AIM.
-- In the period from incorporation to 30 June 2012 the Company
did not trade, and the only transactions undertaken related to the
issue of share capital.
Highlights since the period end
-- Subsequent to 30 June 2012, the Company acquired 100% of the
share capital of Fox Marble Limited on the 3 August 2012.
-- The Company successfully raised GBP9.65 million (GBP8.3
million net of expenses) through a placing of 32.95 million new
ordinary shares at 20p and the issue of convertible loan notes of
up to GBP3.06 million and was admitted to AIM on the 31 August
2012.
Chris Gilbert, CEO of Fox Marble, commented:
"Following our listing on the 31 August, we have been
progressing with our business plan and are looking forward to
opening our first marble quarries by the end of the year."
Enquiries
For more information on Fox Marble, please visit
www.foxmarble.net, or contact:
Fox Marble Holdings plc
Christopher Gilbert, Chief Executive Officer Tel: +44 (0) 20
7380 0999
Fiona Hadfield, Chief Financial Officer
Fox Davies Capital Limited (Nominated Adviser Tel: +44 (0) 20
and Joint Broker) 3463 5000
Susan Walker/ Daniel Fox-Davies
Merchant Securities (Joint Broker) Tel: +44 (0) 20
7375 9036
Lindsay Mair/ Chris Theis
Buchanan Tel: +44 (0) 20
7466 5000
Tim Anderson /Sophie Cowles/Fiona Henson www.buchanan.uk.com
Chairman's statement
The Chairman and Board of Directors of Fox Marble are pleased to
present the condensed interim financial statements of Fox Marble
Holdings Plc for the period from incorporation to 30 June 2012.
In the period to 30 June 2012, in anticipation of the Company's
acquisition of Fox Marble Limited, the Company did not trade, and
undertook only a limited number of transactions in connection with
the formation of the Company.
I am delighted to report that since the 30 June 2012 the Company
completed the acquisition of one hundred per cent of the share
capital of Fox Marble Limited on the 3 August 2012 and on the 31
August 2012 the Company was admitted to AIM, following a successful
fundraising of GBP9.65 million.
Fox Marble Limited holds mining licences in respect of five
marble quarries, in Kosovo: Peja; Rahovec (comprising three
quarries in Antena, Cervenilla and Verezat) and Suhogerll. A maiden
JORC resource has indicated over 91 million cubic metres of marble
with a further 235 million cubic metres of inferred resource.
It is our intention to commence operations at two of our
quarries by the end of the year. Accordingly, following receipt of
the proceeds of the fundraising, management has been attending
various equipment suppliers in Carrara, Italy, to finalise the
ordering of the specialist quarrying equipment. Clearing overburden
has started in the Rahovec quarry site under the supervision of our
Quarry Strategist Orlando Pandolfi, and quarry development plans
are being refined, ahead of arrival of the first machinery.
In parallel with this, we are progressing our planning for the
construction of the processing plant and the related permitting,
including commissioning of technical specifications for housing the
machinery.
Outlook
Fox Marble now has the funding in place to progress the Group's
business plan as set out in its admission document and your Board
continues to be positive about the prospects for the Group in
Kosovo. I look forward to reporting on our progress in the coming
months.
Andrew Allner
Non-Executive Chairman
28 September 2012
FOX MARBLE HOLDINGS PLC
Condensed interim statement of comprehensive income for the
period from Incorporation to 30 June 2012
(Unaudited)
Notes 6 months
to 30 June
2012
EUR
Unrealised foreign exchange gain 5,122
Operating profit and profit before taxation 4 5,122
Profit for the period attributable to
equity holders of the company 5,122
Total comprehensive profit for the period
attributable to equity holders of the
company 5,122
FOX MARBLE HOLDINGS PLC
Condensed interim statement of financial position as at 30 June
2012
(Unaudited)
Notes 2012
EUR
Assets
Non-current assets
Receivables 5 62,075
Total non-current assets 62,075
Total assets 62,075
Net assets 62,075
Equity
Share capital 6 56,953
Retained profit 7 5,122
Total equity attributable to equity holders
of the company 62,075
Condensed interim statement of changes in equity for the period
from incorporation to 30 June 2012
(Unaudited)
Share capital Retained Total
EUR Profit EUR
EUR
Share capital issued 56,953 - 56,953
Total comprehensive profit
for the period - 5,122 5,122
-------------- --------- -------
Balance at 30 June 2012 56,953 5,122 62,075
============== ========= =======
FOX MARBLE HOLDINGS PLC
NOTES TO THE Condensed interim FINANCIAL statementS FOR THE
PERIOD TO 30 June 2012
1. General information
Fox Marble Holdings Plc was incorporated on the 14 October 2011,
registered in England and Wales with the company number 7811256.
The registered office is 15 Kings Terrace, London, NW1 0JP.
Fox Marble Holdings Plc was established to act as a holding
company for the Fox Marble Limited Group. Fox Marble Limited was
established with the objective of extracting and processing
decorative stone sourced at quarries in the Balkans, with an
initial focus in Kosovo.
The results presented in this report are unaudited and they have
been prepared in accordance with the recognition and measurement
principles of International Financial Reporting Standards ('IFRS')
as adopted by the EU that are expected to be applicable to the
financial statements for the year ending 31 December 2012 and on
the basis of the accounting policies to be used in those financial
statements. The figures for Fox Marble Limited for the period ended
31 December 2011 are extracted from the statutory accounts of the
company for that period.
This half yearly report does not constitute statutory accounts
within the meaning of section 435 of the Companies Act 2006.
Statutory accounts for Fox Marble Limited for the year ended 31
December 2011 were prepared and have been filed with the Registrar
of Companies and received an unqualified audit report and did not
contain a statement under section 498 (2) and (3) of the Companies
Act 2006.
2. Significant accounting policies
Basis of accounting
These financial statements have been prepared and approved by
the directors in accordance with International Financial Reporting
Standards (IFRS) and IFRS Interpretations Committee (IFRIC)
Interpretations as adopted by the EU (together referred to as
adopted IFRS). The condensed interim financial statements have been
prepared under the historical cost convention. The preparation of
nancial statements in conformity with adopted IFRS requires the use
of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the
Group's accounting policies.
Financial liabilities and equity
Financial liabilities and equity instruments are classified
according to the substance of the contractual arrangements entered
into. An equity instrument is any contract that evidences a
residual interest in the assets of the Group after deducting all of
its liabilities.
Foreign currencies
Items included in the financial statements of the Company are
measured using the currency of the primary economic environment in
which the entity operates ('the functional currency'). The
financial statements are presented in Euros (EUR) which is the
company's functional and presentational currency. Transactions in
currencies other than the functional currency are initially
recorded at the exchange rate prevailing on the dates of the
transaction. At each reporting date, monetary assets and
liabilities that are denominated in foreign currencies are
retranslated at the exchange rate prevailing at the reporting
date.
FOX MARBLE HOLDINGS PLC
NOTES TO THE Condensed interim FINANCIAL statementS FOR THE
PERIOD TO 30 June 2012 (contINUED)
2. Significant accounting policies (continued)
Non-monetary assets and liabilities carried at fair value that
are denominated in foreign currencies are translated at the rates
prevailing at the date when the fair value was determined. Gains
and losses arising on retranslation are included in profit or loss
for the period, except for exchange differences on non-monetary
assets and liabilities, which are recognised directly in other
comprehensive income when the changes in fair value are recognised
directly in other comprehensive income.
3. Segmental information
All of the operations of Fox Marble are located in the Republic
of Kosovo. All sales of the Group will be as a result of the
extraction and processing of marble at its quarries. It is the
opinion of the directors that the operations of the company
represent one segment, and are treated as such when evaluating its
performance.
The chief operating decision maker is the Board of Directors.
The Board of directors reviews management accounts prepared for the
Group as a whole when assessing performance.
4. Operating profit
2011
EUR
Operating profit is stated after
crediting:
Unrealised foreign exchange gain 5,122
5,122
========
No director received remuneration from the Company in the
period from incorporation to 30 June 2012.
FOX MARBLE HOLDINGS PLC
NOTES TO THE Condensed interim FINANCIAL statementS FOR THE
PERIOD TO 30 June 2012 (contINUED)
5. Receivables
30 June 2012
EUR
Other receivables 62,075
62,075
=============
All other receivables at 30 June 2012 are non-current
receivables due on 31 August 2016 relating to the issue of share
capital made by the company (see note 6). The shareholders have
provided an undertaking to the Company that such amounts would be
settled in cash on 31 August 2016. No receivables are past due but
not impaired. All receivables are GBP denominated and have been
translated to Euro at the exchange rate prevailing at 30 June 2012.
Included in this balance are amounts due from directors of
EUR56,361. The directors consider that the carrying amount of other
receivables approximates their fair value.
6. Share capital
Group and Company: No 2011
EUR
Authorised, issued and fully paid
share capital of GBP0.01 each 5,000,000 56,953
56,953
=======
At the date of incorporation, the Company had an issued share
capital of GBP2.00 divided into two ordinary shares of GBP1.00 in
registered form. There have been the following changes in the share
capital of the Company since incorporation:
-- on 31 October 2011, the Company subdivided each of the ordinary shares in issue into 100
-- on 31 October 2011, the Company issued 2,249,900, 2,299,900,
150,000 and 300,000 Ordinary Shares to Christopher Gilbert, Etrur
Albani, Adrian Bradshaw and Syndicated Investor Group Limited
respectively.
On the 3 August 2012 the Company issued 40,125,000 Ordinary
Shares as consideration for the acquisition of Fox Marble Limited
(See Note 8).
FOX MARBLE HOLDINGS PLC
NOTES TO THE Condensed interim FINANCIAL statementS FOR THE
PERIOD TO 30 June 2012 (contINUED)
6. Share capital (continued)
On the 31 August 2012 29,875,000 ordinary shares were issued by
the Company to satisfy conversion of convertible loan Notes dated
2016 novated into the Company on 25 August 2012 at a subscription
price equal to 4p per share in accordance with the terms of those
notes (See Note 8).
On the 31 August 2012 as part of the Admission of the Company to
the AIM market of the London Stock exchange, 32,200,000 ordinary
shares were issued by the Company at a placing price of 20p per
share(See Note 8).
7. Retained profit
2011
EUR
Total comprehensive profit for the
year transferred to reserves 5,122
------
5,122
======
8. Events after the reporting period
On 03 August 2012, Fox Marble Holdings Plc acquired the entire
issued share capital of Fox Marble Limited. The consideration for
the acquisition of the shares in Fox Marble Limited was settled by
the issue of 40,125,000 Ordinary Shares in Fox Marble Holdings
Plc.
Following the acquisition, unsecured convertible loan notes 2016
issued by Fox Marble Limited pursuant to an instrument dated 25
August 2011 totalling EUR1,426,355 were novated to the Fox Marble
Holdings Plc such that conversion would be satisfied by the issue
of shares in the Fox Marble Holdings Plc.
The interest rate applicable to the loan notes was 10% and
accrued but was not payable in respect of the period from 25 August
2011 to the admission of the company's shares to AIM so long as the
admission occurred prior to 31 August 2011.
FOX MARBLE HOLDINGS PLC
NOTES TO THE Condensed interim FINANCIAL statementS FOR THE
PERIOD TO 30 June 2012 (contINUED)
8. Events after the reporting period (continued)
The loan notes converted into shares totalling EUR7,131,775 of
Fox Marble Holdings Plc on admission to AIM. Based on the placing
price of 20 pence, this equated to 29,875,000 shares. The premium
arising on conversion on these loan notes of EUR5,705,420 will
therefore be recognised in the Fox Marble Holdings PLC group income
statement, immediately following Admission.
On the 31 August 2012 Fox Marble Holdings Plc was admitted to
the AIM market operated by the London Stock Exchange in connection
with the conditional placing of 32,950,000 Ordinary Shares at a
Placing Price of 20 pence and the subscription for Series 1 and
Series 2 Loan Notes (described below). The placing and issue of
Series 1 and Series 2 Loan Notes raised GBP9.65 million for the
Company (before commissions and expenses).
Series 1 Loan Notes comprise the GBP1,060,000 (nominal) of
unsecured convertible loan notes 2017 of the Company issued
pursuant to an instrument dated 24 August 2012 and will be held by
Amati Global Investors Limited.
The interest rate applicable to the Series 1 Loan Notes is 8 per
cent. per annum. In the event that an event of default occurs the
interest rate will rise to 25 per cent. per annum. The Company may
elect to capitalise interest in respect of the period from the date
of issue of the Series 1 Loan Notes up to but excluding 31 August
2014. Such capitalised interest is to be added to the principal
amount outstanding on the Series 1 Loan Notes. The Company may
elect to repay the capitalised interest at any time.
The Series 1 Loan Notes are transferrable and are repayable on 1
September 2017. The Series 1 Loan Notes may be repaid earlier in
the event the interest rate rises to 25 per cent. The Series 1 Loan
Notes are convertible into Ordinary Shares at the holders' option
at any time prior to the repayment date at the rate (subject to
adjustment) of 1 Ordinary Share for every "y" pence nominal of
Stock converted, where "y" is the lesser of: (i) 20 + (number of
whole months which have lapsed between the date of issue of the
Stock held by the Stockholder and the date of receipt of by the
Company of a conversion notice multiplied by 0.1666); and (ii)
26.
The loan note instrument includes certain restrictions on the
Company including a prohibition on the payment of dividends or
redemption of loan notes prior to the repayment of any interest
which the Company has elected to capitalise in respect of the
Series 1 Loan Notes, a negative pledge and a covenant which
restricts the Company from issuing further loan notes (other than
the Series 2 Loan Notes) or entering into further loans (which rank
ahead of the stock thereby constituted) or borrow any sums (other
than the Series 2 Loan Notes) in each case without the requisite
consent of the holders of the stock thereby constituted. In
addition, the instrument contains customary events of default
including non-payment and insolvency. For so long as Amati is the
holder of the Series 1 Loan Notes, Amati has the right to appoint
one director to the Board.
FOX MARBLE HOLDINGS PLC
NOTES TO THE Condensed interim FINANCIAL statementS FOR THE
PERIOD TO 30 June 2012 (contINUED)
8. Events after the reporting period (continued)
Series 2 Loan Notes comprise the GBP2,000,000 (nominal) of
unsecured convertible loan notes 2017 of the Company issued
pursuant to an instrument dated 24 August 2012, and will be held by
AGMH Limited. AGMH is owned by Chris Gilbert and Etrur Albani,
founders of the Group.
The Series 2 Loan Notes provide that subscribers agree to
subscribe for such principal amount of Series 2 Loan Notes as the
Company may notify them (on up to three occasions) in writing at
any time. The maximum aggregate principal amount of Series 2 Loan
Notes which the Company may require subscribers to subscribe for is
GBP2,000,000 and in each case subject to the maximum principal
amount each subscriber has agreed to subscribe for.
The interest rate applicable to the Series 2 Loan Notes is 8 per
cent. per annum. In the event that an event of default occurs the
interest rate will rise to 25 per cent. per annum. The Company may
elect to capitalise interest in respect of the period from the date
of issue of the Series 2 Loan Notes up to but excluding 31 August
2014. Such capitalised interest is to be added to the principal
amount outstanding on the Series 2 Loan Notes. The Company may
elect to repay the capitalised interest at any time.
The Series 2 Loan Notes are transferrable and are repayable five
years and one day after the initial subscription for Series 2 Loan
Notes, but the Company may elect to repay the Series 2 Loan Notes
at any time on 30 days' notice after the first anniversary of the
first issue of the Series 2 Loan Notes. The Series 2 Loan Notes are
convertible into Ordinary Shares at the holders' option at any time
prior to the repayment date at the rate (subject to adjustment) of
1 Ordinary Share for every "y" pence nominal of Stock converted,
where "y" is the lesser of: (i) 20 + (number of whole months which
have lapsed between the date of issue of the Stock held by the
Stockholder and the date of receipt of by the Company of a
conversion notice multiplied by 0.1666); and (ii) 26.
The loan note instrument includes certain restrictions on the
Company including a prohibition on the payment of dividends or
redemption of loan notes prior to the repayment of any interest
which the Company has elected to capitalise in respect of the
Series 2 Loan Notes, a negative pledge and a covenant which
restricts the Company from issuing further loan notes (other than
the Series 1 Loan Notes) or entering into further loans (which rank
ahead of the stock thereby constituted) or borrow any sums (other
than the Series 1 Loan Notes) in each case without the requisite
consent of the holders of the stock thereby constituted. In
addition, the instrument contains customary events of default
including non-payment and insolvency.
Following successful Admission of the Company to AIM on 31
August 2012 a warrant to subscribe for 1,188,250 Ordinary Shares
and 369,250 Ordinary Shares was granted to Fox-Davies Capital
Limited and Merchant Securities Limited respectively in accordance
with the terms of their engagement as nominated adviser and joint
brokers.
These Warrants are exercisable at the Placing Price of 20 p per
share and must be exercised between the first and fourth
anniversaries of the date of Admission. The Company does not intend
to apply for the Warrants to be admitted to trading on AIM.
FOX MARBLE HOLDINGS PLC
NOTES TO THE Condensed interim FINANCIAL statementS FOR THE
PERIOD TO 30 June 2012 (contINUED)
9. Condensed consolidated financial statements of Fox Marble
Limited for the period ended 30 June 2012
On the 3 August 2012 the board of directors of the Company
agreed to acquire 100% of the issued share capital of Fox Marble
Limited, a company incorporated as 16 February Limited and
registered as a private company limited by shares and in England
and Wales on 17 February 2011 under the Act with registration
number 7533264 and with its registered address at 15 Kings Terrace,
London NW1 0JP.
Fox Marble Limited was acquired from Christopher Gilbert, Etrur
Albani, Adrian Bradshaw and Syndicated Investor Group Limited, the
consideration to be satisfied by the issue and allotment of an
aggregate of 40,125,000 Ordinary Shares in the Company.
The unaudited condensed consolidated financial statements of Fox
Marble Limited for the six months to 30 June 2012 are presented
below.
Condensed consolidated statement of comprehensive income of Fox
Marble Limited for the period ended 30 June 2012
(Unaudited)
Six months Period from
ended incorporation
30 June 2012 to
EUR 30 June 2011
EUR
Administration expenses (355,653) (584,103)
Operating loss (355,653) (584,103)
Income from investments 124 -
Finance costs (138,146) -
Loss before taxation (493,675) (584,103)
Loss for the period attributable
to equity holders of the parent
company (493,675) (584,103)
Total comprehensive loss for
the period attributable to equity
holders of the parent company (493,675) (584,103)
FOX MARBLE HOLDINGS PLC
NOTES TO THE Condensed interim FINANCIAL statementS FOR THE
PERIOD TO 30 June 2012 (contINUED)
Condensed consolidated statement of financial position of Fox
Marble Limited as at 30 June 2012
(Unaudited)
30 June 30 June 31 December
2012 2011 2011
EUR EUR EUR
Assets
Non-current assets
Intangible assets 89,366 46,927 89,366
Total non-current assets 89,366 46,927 89,366
Current assets
Receivables 23,154 2,180 44,977
Cash and cash equivalents 284,934 - 685,246
Total current assets 308,088 2,180 730,223
------------ ---------- ------------
Total assets 397,454 49,107 819,589
Current liabilities
Trade and other payables (133,307) (168,407) (200,465)
Total current liabilities (133,307) (168,407) (200,465)
Non current liabilities
Borrowings (1,535,194) - (1,396,496)
Total non current liabilities (1,535,194) - (1,396,496)
------------ ---------- ------------
Total liabilities (1,668,501) (168,407) (1,596,961)
Net liabilities (1,271,047) (119,300) (777,372)
Equity
Share capital 115 115 115
Retained loss (1,758,765) (584,013) (1,265,090)
Share based payment reserve 307,800 307,800 307,800
Capital contributed by equity
holders 179,803 156,798 179,803
Total equity attributable
to equity holders of the
parent company (1,271,047) (119,300) (777,372)
FOX MARBLE HOLDINGS PLC
NOTES TO THE Condensed interim FINANCIAL statementS FOR THE
PERIOD TO 30 June 2012 (contINUED)
Condensed consolidated statement of changes in equity of Fox
Marble Limited for the period ended 30 June 2012
(Unaudited)
Share capital Contribution Share based Retained Total
EUR from equity payment Loss EUR
holders reserve EUR
EUR EUR
Share capital
issued 115 - - - 115
Contribution
from equity
holders - 156,798 - - 156,798
Total comprehensive
loss for the
period - - (584,013) (584,013)
Equity settled
transactions - - 307,800 - 307,800
============== ============= ============ ============ ============
Balance at
30 June 2011 115 156,798 307,800 (584,013) (119,300)
============== ============= ============ ============ ============
Contribution
from equity
holders - 23,005 - - 23,005
Total comprehensive
loss for the
period - - - (681,077) (681,077)
Balance at
31 December
2011 115 179,803 307,800 (1,265,090) (777,372)
============== ============= ============ ============ ============
Total comprehensive
loss for the
period - - - (493,675) (493,675)
Balance at
30 June 2012 115 179,803 307,800 (1,758,765) (1,271,047)
============== ============= ============ ============ ============
FOX MARBLE HOLDINGS PLC
NOTES TO THE Condensed interim FINANCIAL statementS FOR THE
PERIOD TO 30 June 2012 (contINUED)
Condensed consolidated statement of cash flows of Fox Marble
Limited for the period ended 30 June 2012
(Unaudited)
Six months Period from
ended incorporation
30 June 2012 to
EUR 30 June 2011
EUR
Loss before taxation (493,675) (584,013)
Adjustment for:
Income from investments (124) -
Finance costs 138,146 -
Operating loss for the period (355,653) (584,013)
Adjustment for:
Equity settled transactions - 307,800
Decrease/(increase) in receivables 21,823 (2,180)
Decrease in accruals (18,417) -
(Decrease)/increase in trade and other
payables (48,743) 168,407
Contribution from equity participants - 156,798
Net cash (outflow)/inflow from operating
activities (400,990) 46,812
Investing activities
Expenditure on acquisition of mining
rights and licences - (4,427)
Expenditure on exploration activities - (42,500 )
Net cash outflow from investing activities - (46,927)
Cash flows from financing activities
Proceeds from issue of shares - 115
Interest on bank deposits 124 -
Net cash inflow from financing activities 124 115
Net (decrease)/increase in cash and cash (400,866) -
equivalents
Impact of foreign exchange differences 554 -
Cash and cash equivalents at beginning 685,246 -
of period
Cash and cash equivalents at end of period 284,934 -
============== ===============
This information is provided by RNS
The company news service from the London Stock Exchange
END
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