TIDMFOX
RNS Number : 2416L
Fox Marble Holdings PLC
08 August 2013
AIM: FOX 8 August 2013
Fox Marble Holdings plc
("Fox Marble" or the "Company")
GBP2.5 million fundraising and Notice of General Meeting
Fox Marble, the AIM listed company focused on marble quarrying
in Kosovo and the Balkans region, is pleased to announce that it
has raised GBP2,514,877 through a placing and subscription.
GBP2,427,499 (before expenses) has been raised through
Fox-Davies Capital Limited (the "Placing"), conditional on
admission, which will be effected through a two stage equity
placing of 14,712,116 new ordinary shares ("Placing Shares") at a
price of 16.5 pence per share ("Placing Price"). The Placing was
supported by a number of leading financial institutions.
In addition, two funds managed by Amati Global Investors have
agreed to subscribe GBP87,378 for 529,563 ordinary shares
("Subscription") and have agreed to amend the terms of the loan
note held by them such that the first year's capitalised interest
on the loan note will be payable in cash.
Reasons for the Placing and use of proceeds
Fox Marble's long term strategy is to expand its portfolio and
widen its geographical exposure as it looks to build a profitable
marble quarrying and production business and substantial progress
has been made in the period since admission towards this strategy.
The Company is carrying out the Placing to replace the GBP2 million
undrawn convertible loan note facility provided by AGMH Limited to
the Companyand to provide additional working capital for the
development of its business.
Details of the Placing
Of the 14,712,116 new Ordinary Shares being placed, the Company
has placed 10,469,694 new Ordinary Shares ("Firm Placing Shares")
at the Placing Price to raise GBP1,727,499 (before expenses) ("Firm
Placing"). The Firm Placing Shares have been allotted and issued
utilising the Company's existing share allotment authorities and
the Firm Placing is conditional upon, among other things, admission
of the Firm Placing Shares to trading on AIM. It is expected that
the Firm Placing Shares will be admitted to trading on AIM on or
about 13 August 2013.
The remaining 4,242,422 new Ordinary Shares ("Conditional
Placing Shares") are to be placed conditional upon, among other
things, Shareholder approval at the General Meeting to raise
GBP700,000 (before expenses) ("Conditional Placing"). Subject to
all relevant conditions being satisfied (or, if applicable,
waived), it is expected that the Conditional Placing Shares will be
admitted to trading on AIM on or about 29 August 2013.
Shareholder approval for the issue of the Conditional Placing
Shares on a non pre-emptive basis, at the Placing Price shall
therefore be sought at a General Meeting to be held at the offices
of Nabarro LLP at Lacon House, 84 Theobald's Road, London WC1X 8RW
at 10 a.m. on 28 August 2013. Shareholder approval to update the
existing Directors' authorities to allot shares will also be sought
at this General Meeting. Formal notice of the General Meeting will
be posted to shareholders as soon as practicable and will be
available from the Company's website at www.foxmarble.net.
The maximum number of Placing Shares to be issued in connection
with the Placing is equivalent to 13.6 per cent. of the Company's
issued Ordinary Share capital at the date of this announcement.
Details of the Subscription
Two funds managed by Amati Global Investors have agreed to
subscribe, in aggregate, GBP87,378 for 529,563 new ordinary shares
and have agreed to amend the terms of the loan note held by them
such that the first year's interest capitalised on the loan note
will be payable in cash. Issue of the shares in respect of the
Subscription is conditional, among other things, on the passing of
the resolutions at the General Meeting.
Directors' dealings
Andrew Allner and Roy Harrison have subscribed for 181,818
Placing Shares and 121,212 Placing Shares respectively at the
Placing Price.
Following completion of the Placing and Subscription, the
Directors will have the following beneficial interests in Fox
Marble shares:
No of ordinary Percentage of
Director shares enlarged share
capital
--------------------- --------------- ----------------
Andrew Allner 272,190 0.22%
--------------------- --------------- ----------------
Christopher Gilbert 20,306,250 16.45%
--------------------- --------------- ----------------
Dr Etrur Albani 20,757,500 16.81%
--------------------- --------------- ----------------
Fiona Hadfield - -
--------------------- --------------- ----------------
Sir Colin Terry 46,444 0.04%
--------------------- --------------- ----------------
Roy Harrison 167,656 0.14%
--------------------- --------------- ----------------
Dr Paul Jourdan(1) - -
--------------------- --------------- ----------------
1 Following completion of the Placing and the Subscription,
Amati Global Partners LLP and funds managed by it will be
interested in 6,520,067 ordinary shares representing 5.28 per cent
of the share capital as enlarged by the Placing and the
Subscription
Broker warrants
The Company has granted warrants to subscribe for 190,006 new
ordinary shares to Fox-Davies Capital Limited in respect of the
Firm Placing and is under an obligation to grant warrants to
subscribe for a further 438,175 new ordinary shares to Fox-Davies
Capital Limited in respect of the Firm Placing (subject to the
Directors obtaining the requisite shareholder authorities). The
Company will also grant warrants to subscribe for 254,546 new
ordinary shares to Fox-Davies Capital Limited in respect of the
Conditional Placing (subject to the Shareholder approval sought at
the General Meeting). These warrants are exercisable at the Placing
Price at any time between the first and fourth anniversaries of the
Placing.
Chris Gilbert, Chief Executive of Fox Marble, said: "In what
continue to be difficult global capital markets, it is reassuring
to see such a strong level of support from both existing and new
institutional investors. Placing shares at a premium to the current
price, rather than at a discount, is further testament to what we
feel is a very compelling investment case.
Since listing on AIM the Company has rapidly evolved from a
start-up operation to a producing company with its first offtake
agreement signed with a leading UK marble distributor. We envisage
further sales being secured in the coming months."
Enquiries:
Fox Marble Holdings plc
Christopher Gilbert, Chief Executive Tel: +44 (0) 20
Officer 7380 0999
Fiona Hadfield, Chief Financial Officer
Fox-Davies Capital Limited (Nomad and
Joint Broker)
Susan Walker/Jonathan Evans Tel: +44 (0) 20
3463 5000
Sanlam Securities UK Limited (Joint Broker)
Lindsay Mair/Richard Goldsmith Tel: +44 (0) 20
7628 2200
Buchanan Tel: +44 (0) 20
7466 5000
Mark Court / Fiona Henson / Sophie Cowles www.buchanan.uk.com
Notes to editors:
Fox Marble Holdings plc is an AIM quoted natural stone
extraction company operating in Kosovo and the Balkans region, with
headquarters in the United Kingdom.
The Company has been granted mining licences in relation to five
separate marble quarries and completed a maiden JORC resource
indicating an in-situ valuation of approximately Euro 16.5 billion.
Established in 2011, Fox Marble has access to over 300 million
cubic metres of premium quality marble including white breccia and
honey yellow onyx.
Fox Marble also has rights to extract grey marble from the Drini
quarry and cream and white grey marble from the Malesheva quarry,
both in Kosovo and white Sivec marble from the Prilep Quarry in
Macedonia.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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