TIDMFOX
RNS Number : 2942D
Fox Marble Holdings PLC
27 March 2014
AIM: FOX 27 March 2014
Fox Marble Holdings plc
("Fox Marble" or the "Company")
Preliminary Results for the year ended 31 December 2013
Introduction
Fox Marble Holdings plc, the marble company focused on the
extraction and processing of dimensional stone from quarries in
Kosovo and South East Europe, is pleased to announce the
preliminary results for the year ended 31 December 2013. Fox Marble
also announces today in a separate announcement the commencement of
constructing its processing factory in Lipjan, Kosovo.
Established in 2011, Fox Marble has acquired rights over 300
million cubic metres of a range of premium quality marble. Fox
Marble is the first UK quoted company investing and operating
primarily in Kosovo, and the first to be producing and marketing
high quality marble from the region. Fox Marble's long term aim is
to expand its portfolio of quarries and production capacity, and to
create a premium marble brand through which Kosovo is established
as a major centre of marble production.
Operational Highlights
-- Commenced operations at four quarries, with over 2000 tonnes of marble extracted to date;
-- Entered into an offtake agreement with Pisani Plc, and
launched the Company's product to the UK market in November
2013;
-- Achieved first sales and continue to build an order book for
the coming year with opportunities in the USA, China, Greece and
the Middle East; and
-- Since the year end, the Company purchased a factory building
and commenced work erecting it on site in Lipjan, near
Pristina.
Financial Summary
-- Operating loss for the year to 31 December 2013 of EUR2.17m
(2012: EUR1.23m), net loss of EUR2.57m (2012: EUR7.44m) due to
costs incurred in bringing the quarries up to full production.
-- Net cash position at 31 December 2013 of EUR5.26m (2012: EUR7.14m).
Andrew Allner, Non-executive Chairman, said "The Company has
made good progress in developing its operations, and, importantly,
has achieved its first sales. There is considerable worldwide
interest in our marble, and our order book is building. I believe
2014 will be a critical year and I look forward to updating
shareholders as we progress."
For further information please visit www.foxmarble.net.
Enquiries:
Fox Marble Holdings plc
Christopher Gilbert, Chief Executive Tel: +44 (0) 20 7380
Officer 0999
Fiona Hadfield, Chief Financial Officer
Fox Davies Capital Limited (Nomad and
Broker)
Simon Leathers Tel: +44 (0) 20 3463
Daniel Fox-Davies 5000
Yellow Jersey PR
Dominic Baretto Tel: +44 (0) 77 6853
Kelsey Traynor 7739
Tel: +44 (0) 77 9900
3220
Chairman's statement
Dear Shareholder,
I am pleased to report that your Company has made good progress
over the last year. We now have commended operations at four
quarries. We have secured short term rights to a third party site
for cutting and polishing marble in Carrara, we have acquired and
levelled the site for our processing factory in Kosovo and have
commenced construction. We have entered into an offtake agreement
in the UK and a distribution agreement in the USA, we have sent
samples of our product to many other potential customers around the
world, including China and the Middle East, and most importantly we
have made our first sales.
Following the opening of our Cervenilla quarry late in 2012, we
have also started extracting blocks of high quality marble at our
Syrigane (formerly Suhogerll) and Malesheva quarries. Later in the
year we entered into an operating agreement for a quarry in Prilep,
Macedonia, which provides us with access to the highly prized Sivec
marble. Blocks from all four of these quarries have been cut and
polished at our short term facilities in Carrara and are available
for sale. The facilities in Carrara enable us to cut and polish
marble ahead of opening our own production facilities in Kosovo.
Your Company also holds exploitation licences over three further
quarries in Peja, Antena and Verrezat and a further operating
agreement for a quarry in Drini.
During the year we purchased a site for our processing factory
in Kosovo. The site has been levelled and construction has
commenced. We expect work to be completed and this facility to
become fully operational in the second half of 2014.
Importantly, we have secured our first sales of marble in 2013
and we believe momentum is building. We have entered into an
offtake agreement with Pisani Plc and launched our product range in
the UK in November. We have also negotiated a distribution
agreement with Royalstone in New Jersey, USA, and have shipped our
first product there. We have commenced negotiations to form a joint
venture for distribution of our product in China and we have many
other sales leads and opportunities which we are pursuing.
The results for the year reflect costs incurred in bringing our
quarries up to full production capability, including building our
workforce in Kosovo, which is now up to 48 employees, and
developing our logistics, and sales and marketing operations. At 31
December 2013 our net cash balance was EUR5.26million, which is in
line with our plans and, we believe, is sufficient to fund capital
expenditure and operating costs while our sales build to a
sustainable level.
Your Board is responsible for ensuring that the Company operates
to high standards of corporate governance, ethical standards and
integrity. Your non-executive directors bring a wide range of
experience, skills and common sense to our deliberations,
particularly in respect of relevant industry and quarrying
experience and such important areas such as health and safety which
is a key focus area for the Board. There is a high degree of
constructive challenge and I believe your Board is working
well.
Of course, the key to our success is our employees who have
worked very hard and embraced our vision to establish Kosovo as a
major supplier of high quality marble worldwide. We are most
grateful for their support and dedication.
I believe 2014 will be a critical year. Our objectives are to
produce consistently high volumes of marble from our quarries, to
complete our processing factory and make this fully operational,
and to build on our sales momentum so that by the year end we are
operating profitably. Reflecting the normal seasonal weather
constraints, the year has started slowly, however we continue to
build our order book. The year will not be without operational and
other challenges but I believe we are well placed to manage these.
I am very excited about the potential of your Company to deliver
significant returns to shareholders whilst at the same time
creating employment and industry in Kosovo.
Thank you for your ongoing support.
Andrew Allner
Non-Executive Chairman
26 March 2014
Strategic Report
Quarry operations
Over the course of 2013 we have made significant progress in our
quarrying operations. Under the supervision of quarry masters hired
from Carrara we have started training our workforce in leading
techniques of marble quarrying, bringing a marble industry back to
a region not worked in this way for 50 years.
Significant effort has been expended in assessing each site and
preparing it for commercial level exploitation. Monthly production
levels have increased significantly through the year, as the
workforce becomes more experienced, and we are now working multiple
benches in the majority of our operational quarries. We have
invested in additional capital equipment for the quarry sites to
ensure that forecast production levels can be met.
Cervenilla
This site was our first, and was opened in November 2012. The
quarry is being exploited across three separate locations
(Cervenilla A, B & C) from which red, light and darker grey
marble is being produced in significant quantities.
Over 2000 metric tonnes of marble were extracted from the quarry
in 2013 and we expect a significant increase in volumes in
2014.
Malesheva
In July 2013 the Company acquired the rights to the Malesheva
quarry in Kosovo from a local company. The licence to the quarry is
for 20 years with an irrevocable option to extend the period by a
further 20 years thereafter. The Company will pay a royalty of 20%
on net revenue generated from the sale of block marble to the
previous licence holder of the quarry.
We have constructed a new road to access further areas within
the quarry and to facilitate the highest quality of stone in the
most efficient way.
The quarry contains a mixture of cream and Illyric white marble.
The benches at the quarry have been opened and blocks extracted,
cut and polished. Samples of Illyric white are being distributed
via our office in Carrara as well as our other distribution
channels and the response to this stone has been very
encouraging.
Syrigane
The quarry at Syrigane is open across two benches, following
work performed to improve access to the site. The site has been
producing significant volumes of marble since September 2013, and
contains a variety of breccia and callacatta type marble. The
Company has received very positive feedback on this stone from
wholesalers and distributors who have visited the quarries, or seen
the stone in our Carrara showroom.
Prilep
The Company has entered into an agreement to operate a quarry in
Prilep, Macedonia. The agreement is for a period of 20 years with
an irrevocable option to extend the period for a further 20 years
thereafter. The Prilep quarry contains the highly desirable white
Sivec marble, currently available from only one other quarry in the
world, which lies adjacent to the Prilep quarry.
This type of marble has recently been used in a number of
prestigious projects, including the construction of the Sheik Zayed
Grand Mosque in Abu Dhabi. The demand for Sivec exceeds current
world supply and once the quarry site is fully operational we
anticipate rapid sales of this stone.
The Prilep quarry is controlled by a local partner who has
appointed Fox Marble to operate the quarry on their behalf. Fox
Marble will receive 25% of the gross revenue from the sale of all
block marble from this quarry, without having to fund the cost of
equipping or having to invest in the reopening of the quarry, which
has produced white Sivec in the past. Fox Marble will be
responsible for the costs associated with extracting the marble
from the quarry.
The quarry is operational and blocks have been extracted, cut
and polished.
Other quarry sites
The Company also holds exploitation licences for quarries at
Antena Verrezat and Peja and an operating agreement over a quarry
at Drini. These sites are not currently being quarried, pending
their further development.
Licence Status Marble Type Reserve Volume
area (million
m3)
------------ -------------------------------- ------------------------ ---------------
Operational - commercial Rosso Cait, Grigio
Cervenilla levels of blocks extracted Argento, Flora 16.83(1)
Site opened - ready for Rosso Cait, Grigio
Verrezat extraction Argento, Flora 32.51(1)
Antena Site not currently operational Black 97.24 (2)
Peja Site not currently operational Honey Onyx 42.10(1)
& 101.17
(2)
Drini Site not currently operational Grey Emperador Not available
Operational - commercial Breccia Paridisea,
Syrigane levels of blocks extracted Etruscan Dorato 36.62(2)
Bianco Illirico, Cremo
Malesheva Operational Olta 4.75(3)
Prilep Operational Sivec Not available
(1) Indicated resource - as indicated by the Competent Persons
Report prepared by Dr Magne Martinsen of Golder Associates
(2) Inferred resource - as indicated by the Competent Persons
Report prepared by Dr Magne Martinsen of Golder Associates
(3) 2005 US Aid report
Processing Factory
Since its inception it has always been the Company's intention
to construct a marble processing factory in Kosovo in which
quarried marble blocks can be cut and polished into marble
slabs.
During the year the Company purchased a 10 hectare site in
Lipjan just outside of Pristina on which to build the processing
factory. The site is a 10 minute drive from the Pristina Airport
with easy access to two motorways and the rail network
Since the year end, Fox Marble has purchased a double skinned
steel factory building from Greece which has been shipped to our
site where it is currently being erected. This construction
includes the laying of the concrete floor on which the specialist
marble processing equipment will be sited. This equipment has been
sourced and many key components have already been purchased
including three Barsanti gang saws. Until the processing factory is
operational, the Company will maintain and extend the third party
production facilities it has secured in Carrara in order to fulfil
orders of cut and polished marble slabs.
Sales and Marketing
Fox Marble has made good progress in establishing sales and
distribution channels in various territories around the world.
Ahead of the construction of the Company's planned processing
factory in Pristina, the Company has cut and polished some of its
extracted blocks in Carrara, Italy through third party providers.
This has allowed the Company to produce sample slabs and tiles
which have been sent to distributors worldwide further enhancing
the reputational value of the Carrara association as part of the
branding of premium marble products.
Fox Marble has acquired the rights to a yard in Carrara where it
can store processed slabs and blocks. This has provided it with a
base of operations in one of the centres of the global marble
trade. A dedicated sales team operates from an office in Carrara as
well as this yard to market Fox Marble's marble.
In June 2013 the Company signed an offtake agreement with Pisani
PLC, one of the leading wholesale marble suppliers in the UK. Under
the agreement Pisani has agreed to purchase a minimum of EUR588,000
of high quality premium marble from Fox Marble's quarries in
Kosovo. The contract is for the longer of either one year or until
a minimum of 945 MT of marble has been supplied to Pisani.
On 7 November the Company launched its range of marble in the UK
via its arrangement with Pisani Plc. The launch was very successful
with a quantity of the slabs displayed sold on the day.
The Company has also entered into a sales and distribution
agreement with Royalstone in New Jersey USA and has shipped its
first container of marble to the US in December containing over 300
square metres of cut and polished marble. It is hoped that this
will lead to orders for our stone as we enter the key USA
market.
Since the year end the Company has sold blocks of its marble to
two large stone companies in Greece who have indicated a
considerable appetite for further supply of these blocks.
Fox Marble has entered into negotiations to establish a joint
venture with a Chinese company to market, sell and distribute its
stone in mainland China. This joint venture partner has five
established outlet offices which currently sell approximately
90,000 tonnes of marble annually, and have agreed a target figure
in the first year of activity of 15,000 tonnes of marble from Fox
Marble. China remains the largest buyer of block marble in the
world by a considerable margin, and securing entry to this
important market is considered a key strategic aim.
The Company is focussed on effective worldwide marketing of
block marble as well as for cut and polished slabs.
Results and Dividends
Key performance indicators 2013 2012
------------------------------------- ------------- -------------
Number of quarries operational 4 1
Quarry production (tonne) 2,217 12
Revenue EUR46,208 -
Average recorded selling price (per EUR856 -
tonne)
Loss for the year EUR2,569,338 EUR7,435,375
The Group recorded its first revenues in the year of EUR46,208
since beginning operations in August 2012. The Group incurred an
operating loss of EUR2,168,244 for the year ended 31 December 2013
(2012 - EUR1,230,320). The increase in operating loss reflects the
costs incurred in bringing an additional 3 quarries into operation,
as well as costs incurred in establishing a base of sales.
The Group incurred a loss after tax for the year ended 31
December 2013 of EUR2,569,338 (2012 - EUR7,435,375). The prior year
loss includes a one off non-cash accounting charge which arose in
respect of conversion of pre IPO loan notes of EUR6,035,228.
Between 25 August 2011 and 29 September 2011 the Group issued
EUR1,508,807 (GBP1,195,000) of unsecured convertible loan notes due
2016. On admission to AIM the loan notes were converted into
29,875,000 shares at an issue price of 20p, resulting in a charge
of EUR6,035,228 being recognised in the income statement.
The Company does not anticipate payment of dividends until the
operations become significantly cash generative. The Directors
intend to adopt a progressive dividend policy when it becomes
commercially prudent to do so.
Sustainable development
Exploration and quarrying have an inevitable impact on landscape
and habitats. These impacts can occur in many ways and our policy
is to follow international best practice in minimising impacts.
Fox Marble is committed to protecting the environment of Kosovo
and to protecting the quality of life for Kosovan people both now
and in the future. The Company's aim is to minimise harm to the
environment by designing, operating and, in the long term, closing
all of our operations in an environmentally responsible manner. The
Group promotes a precautionary approach to environmental
challenges; greater environmental responsibility; and encourages
the use of environmentally friendly technologies within its
operations.
Fox Marble aims to contribute actively to the communities in
which we operate. We look to engage with local communities, going
beyond being responsible employers. We hope to develop those social
partnerships to cement long term relationships with these
communities.
Risk
We are always trying to identify and address areas of future
risk and the two that were given priority in the year were health
and safety and ensuring systems were in place to comply with the UK
Bribery Act.
As the operations have been rolled out, the Company has sought
to impose a rigorous health and safety culture across the Group,
ensuring buy-in to this by all staff. This was reflected in the
commitment of senior management time and effort. Effective training
in safety consciousness will be a continuing policy.
An ethics policy was also put in place and communicated
throughout the Group. Ensuring systems to maintain compliance and
make third party contractors aware of and committed to our policy
is a requirement under the Bribery Act and we will therefore take
further measures to communicate and monitor compliance with our
policies beyond the Group.
The Future
We anticipate that the next twelve months will be focused on
securing production levels at our quarries and meeting our sales
targets. Fox Marble anticipates that its order book will grow at an
increasing rate as distribution channels gear up and become more
effective and sample delivery takes place and orders are sought.
With the construction of the factory we will see the completion of
the first stage of our business plan and see the Company move into
a more mature phase of operations.
Finally, I would like to thank all our staff and our Board
colleagues for their unstinting efforts on behalf of Fox
Marble.
Chris Gilbert
Chief Executive Officer
26 March 2014
Consolidated Income Statement and Statement of Comprehensive
Income
For the year ended 31 December 2013
Year to Year to
31 December 31 December
2013 2012
EUR EUR
---------------------------------- ------------- -------------
Revenue 46,208 -
Cost of sales (44,918) -
------------- -------------
Gross profit 1,290 -
============= =============
Administrative expenses (2,169,534) (1,230,320)
Operating loss (2,168,244) (1,230,320)
============= =============
Finance income 84 2,028
Finance costs (400,873) (171,855)
Charge on conversion of pre
IPO loan instrument - (6,035,228)
Loss before taxation (2,569,033) (7,435,375)
============= =============
Taxation (305) -
Loss for the year attributable
to owners of the parent company (2,569,338) (7,435,375)
============= =============
Other comprehensive income - -
============= =============
Total comprehensive loss for
the year attributable to owners
of the parent company (2,569,338) (7,435,375)
============= =============
Loss per share
Basic loss per share (0.02) (0.18)
Diluted loss per share (0.02) (0.18)
Consolidated Statement of Financial Position
As at 31 December 2013 Registered number: 7811256
2013 2012
EUR EUR
--------------------------------- -------------- ------------
Assets
Non-current assets
Intangible assets - Capitalised
mining costs 91,210 92,866
Property, plant and equipment 1,921,961 618,956
Receivables 59,882 63,598
Total non-current assets 2,073,053 775,420
============= ============
Current assets
Trade and other receivables 926,381 118,338
Inventories 348,851 -
Cash and cash equivalents 5,258,972 7,144,100
Total current assets 6,534,204 7,262,438
============= ============
Total assets 8,607,257 8,037,858
============= ============
Current liabilities
Trade and other payables 461,961 197,851
Total current liabilities 461,961 197,851
============= ============
Non current liabilities
Convertible loan notes 1,297,273 1,130,495
Total non current liabilities 1,297,273 1,130,495
============= ============
Total liabilities 1,759,234 1,328,346
============= ============
Net assets 6,848,023 6,709,512
============= ============
Equity
Share capital 1,539,860 1,359,507
Share premium 16,485,926 13,935,721
Accumulated losses (11,269,803) (8,700,465)
Convertible loan note option
reserve - 63,873
Share based payment reserve 56,497 15,333
Other reserve 35,543 35,543
Total equity attributable
to owners of the parent
company 6,848,023 6,709,512
============= ============
Consolidated Statement of Cash Flows
For the year ended 31 December 2013
Year ended 31 Year ended
December 31 December
2013 2012
EUR EUR
Cash flows from operating activities
Loss before taxation (2,569,033) (7,435,375)
Adjustment for:
Finance income (84) (2,028)
Finance costs 400,873 171,855
Charge on conversion of pre IPO loan
notes - 6,035,228
Operating loss for the year (2,168,244) (1,230,320)
============== =============
Adjustment for:
Amortisation 1,656 -
Depreciation 103,449 10,541
Equity settled transactions 41,164 15,333
Costs settled via issue of shares - 94,620
Increase in trade and other receivables (804,328) (73,361)
Increase in inventories (348,851) -
Increase/(decrease) in accruals 232,026 (45,280)
Increase in trade and other payables 32,084 42,666
Net cash used in operating activities (2,911,044) (1,185,801)
============== =============
Cash flow from investing activities
Expenditure on acquisition of mining
rights and licences - (6,000)
Expenditure on property, plant & equipment (1,406,454) (629,497)
-------------- -------------
Net cash used in investing activities (1,406,454) (635,497)
============== =============
Cash flows from financing activities
Proceeds from issue of shares (net
of issue costs) 2,730,558 7,089,795
Proceeds on issue of convertible loan
notes (net of issue costs) - 1,189,155
Interest cost (104,647) -
Finance cost on retirement of Convertible
loan note facility (193,323)
Interest on bank deposits 84 2,028
-------------- -------------
Net cash inflow from financing activities 2,432,672 8,280,978
============== =============
Net (decrease)/ increase in cash and
cash equivalents (1,884,826) 6,459,680
Cash and cash equivalents at beginning
of year 7,144,100 685,246
Effect of foreign exchange (302) (826)
Cash and cash equivalents at end of
year 5,258,972 7,144,100
Consolidated Statement of Changes in Equity
For the year ended 31 December 2013
Share Share Share Other Convertible Accumulated
Capital Premium based Reserve loan note losses
payment option
reserve reserve Total
EUR EUR EUR EUR EUR EUR EUR
--------------------------- ---------- ----------- -------- --------- -------------- --------------- --------------
Balance at 1 January 2012 566,781 - - (79,063) - (1,265,090) (777,372)
Loss and total
comprehensive loss for
the year - - - - - (7,435,375) (7,435,375)
Transactions with owners
Share capital issued 792,726 13,935,721 - - - - 14,728,447
Issue of convertible loan
notes - - - - 63,873 - 63,873
Equity settled transaction - - 15,333 - - - 15,333
Capital reorganisation
Adjustment - - - 114,606 - - 114,606
---------- ----------- -------- --------- -------------- --------------- --------------
Balance at 31 December
2012 1,359,507 13,935,721 15,333 35,543 63,873 (8,700,465) 6,709,512
========== =========== ======== ========= ============== =============== ==============
Loss and total
comprehensive loss for
the year - - - - - (2,569,338) (2,569,338)
Transactions with owners
Share capital issued 180,353 2,550,205 - - - - 2,730,558
Equity settled transaction - - 41,164 - - - 41,164
Reclassification - - - - (63,873) (63,873)
---------- ----------- -------- --------- -------------- --------------- --------------
Balance at 31 December
2013 1,539,860 16,485,926 56,497 35,543 - (11,269,803) 6,848,023
========== =========== ======== ========= ============== =============== ==============
Notes to the Consolidated Financial Statements
1) General information
The principal activity of Fox Marble Holdings plc and its
subsidiary companies Fox Marble Limited, H&P Sh.p.k, Granit
Shala Sh.p.k, Rex Marble Sh.p.k and Fox Marble Kosova Sh.p.k
(collectively "Fox Marble Group" or "Group") is the exploitation of
quarry reserves in the Republic of Kosovo and South East
Europe.
Fox Marble Holdings plc is the Group's ultimate Parent Company
("the Parent Company"). It is incorporated in England and Wales and
domiciled in England. The address of its registered office is 15
Kings Terrace, London, NW1 0JP. Fox Marble Holdings plc shares are
admitted to trading on the London Stock Exchange's AIM market.
2) Basis of Preparation
The information in this preliminary announcement does not
constitute statutory accounts within the meaning of section 434 to
436 of the Companies Act 2006 and no statutory accounts have yet
been filed. The consolidated financial information has been
approved for issue by the Board of Directors on 26 March 2014. The
statutory accounts for the year ended 31 December 2013 will be
delivered to the Registrar of Companies following the Company's
Annual General Meeting.
3) Critical accounting estimates and areas of judgement
Quarry reserves
Engineering estimates of the Group's quarry reserves are
inherently imprecise and represent only approximate amounts because
of the significant judgments involved in developing such
information. There are authoritative guidelines regarding the
engineering criteria that have to be met before estimated quarry
reserves can be designated as "proved" and "probable". Proved and
probable quarry reserve estimates are updated at regular intervals
taking into account recent production and technical information
about each quarry. In addition, as prices and cost levels change
from year to year, the value of proved and probable quarry reserves
also changes. This change is considered a change in estimate for
accounting purposes and is reflected on a prospective basis in
depreciation and amortisation rates calculated on units of
production ("UOP") basis.
Changes in the estimate of quarry reserves are also taken into
account in impairment assessments of non-current assets.
Treatment of convertible loan note
On the 31 August 2012 the Company issued EUR1,295,278
(GBP1,060,000) fixed rate convertible unsecured loan note 2017
under the terms of the agreement signed 24 August 2012 with Amati
Global Investors Limited ("Series 1 Loan Note").
The convertible loan notes have been accounted for as a
liability held at amortised cost. At the date of issue, the fair
value of the liability component was estimated using the prevailing
market interest rate for similar non-convertible debt.
The conversion option results in the company receiving a fixed
amount of foreign currency cash in return for issuing a fixed
number of shares and as such has been classified as a derivative
liability. The liability is held at fair value and any changes in
fair value over the period recognised in profit or loss.
The company has fair valued the identified embedded derivatives
included within the contract using a Black Scholes methodology,
which has resulted in the recording of a liability of EUR87,548 at
31 December 2013.
The treatment of the conversion option as a derivative
represents a change on the treatment in the prior year. In the year
to 31 December 2012 the Series 1 Loan Note was treated as a
compound instrument and the value of the option recognised in
equity to a value of EUR63,873. The change in accounting treatment,
which has resulted in a balance sheet reclassification from equity
to non current liabilities, has been recognised in the current year
as it is not considered sufficiently material to warrant a
restatement of the prior year results.
4) Going concern
The Directors are of the opinion that ongoing evaluation of the
Group's interests indicates that preparation of the Group's
financial statements on a going concern basis is appropriate. The
Group has substantial cash reserves, available to it. The directors
have prepared detailed projected cash flow information for the
period ended 30 April 2015, taking into account forecast sales and
expenditure. Having regards to the existing working capital
position, the Directors are of the opinion that the Group has
adequate resources to enable it to undertake its planned activities
for the next 12 months.
5) Operating loss
Year ended Year ended
31 December 31 December
2013 2012
EUR EUR
------------------------------------------------------ -------------- --------------
Operating loss is stated after charging/(crediting):
Fees payable to the Company's auditors 48,286 42,420
Legal & professional fees 344,828 283,671
Consultancy fees 86,506 168,565
Staff costs 746,307 246,194
Operating lease rental 38,598 27,745
Other head office costs 84,060 30,259
Travelling, Entertainment & subsistence
costs 105,163 46,368
Depreciation 15,269 10,541
Amortisation 1,656 -
Quarry operating costs 482,130 251,510
Foreign exchange (gain)/loss (2,719) 103,212
Share based payment charge 41,164 15,333
Marketing & PR 68,480 -
Testing, storage and transportation 45,132 -
of materials
Sundry 64,674 4,502
Administrative expenses 2,169,534 1,230,320
During the year the group (including its overseas subsidiaries)
obtained the following services from the company's auditors and its
associates:
Year ended Year ended
31 December 31 December
2013 2012
EUR EUR
----------------------------------------------------- -------------- --------------
Fees payable to the company's auditors
and its associated for the audit
of the parent company and consolidated
annual accounts 17,666 16,933
Fees payable to the company's auditors
and its associates for other services
* The audit of the company's subsidiaries 30,620 16,933
* Tax compliance services - 8,554
48,286 42,420
PricewaterhouseCoopers were appointed as the Company's auditors
for the year ending 31 December 2013 in December 2013.
6) Finance costs
2013 2012
EUR EUR
-------------------------------------- --------- --------
Interest expense on convertible loan
notes 152,595 121,000
Amortisation of costs incurred 78,267 11,506
Finance cost on termination of loan 193,323 `-
arrangement
Foreign exchange (gain)/loss (23,312) 39,349
400,873 171,855
On the 31 August 2012 the Company issued EUR1,336,455
(GBP1,060,000) fixed rate convertible unsecured loan note 2017
under the terms of the agreement signed 24 August 2012 with Amati
Global Investors Limited. Interest accrues on the loan notes at 8%
per annum from the date of issue due quarterly in arrears.
On the 23 August 2013 the Series 2 Loan Note arrangement with
AGMH Limited was terminated, without funds having been drawn down.
Costs incurred by AGMH Limited in the provision of loan note
arrangement through its loan with Optimus Capital LLP of EUR193,323
were paid by the company in the year to 31 December 2013.
7) Loss per share
2013 2012
EUR EUR
------------------------------------- ------------ ------------
Loss for the year used for the
calculation of basic LPS (2,569,338) (7,435,375)
Number of shares
Weighted average number of ordinary
shares for the purpose of basic
LPS 113,649,908 42,303,836
Effect of potentially dilutive - -
ordinary shares
Weighted average number of ordinary
shares for the purpose of diluted
LPS 113,649,908 42,303,836
Loss per share:
Basic (0.02) (0.18)
Diluted (0.02) (0.18)
Basic loss per share is calculated by dividing the loss
attributable to owners of the Company by the weighted average
number of ordinary shares in issue during the year.
Diluted loss per share is calculated by dividing the loss
attributable to equity holders of the Company by the weighted
average number of the Ordinary Shares which would be in issue if
all the options granted other than those which are anti-dilutive,
were exercised.
The following potentially dilutive instruments have been
excluded from the calculation of weighted average number of
ordinary shares for the year ended 31 December 2013 for the purpose
of calculating diluted loss per share on the basis that the
instruments would be anti-dilutive.
-- A warrant instrument entered into by the Company dated 24
August 2012, pursuant to which the Company issued Warrants to
subscribe for an aggregate of 1,188,250 Ordinary Shares to
Fox-Davies Capital Limited.
-- A warrant instrument entered into by the Company dated 24
August 2012, pursuant to which the Company issued Warrants to
subscribe for an aggregate of 369,250 Ordinary Shares to Merchant
Securities Limited.
-- Warrant instruments entered into by the Company dated 8
August 2013 and 28 August 2013, pursuant to which the Company
issued Warrants to subscribe for an aggregate of 882,727 Ordinary
Shares to Merchant Securities Limited.
-- A grant of 120,000 options granted under the DSOP
-- Shares issuable under unsecured convertible loan notes issued by the Company.
8) Property, plant and equipment
Plant & Land Office
Machinery Equipment Total
EUR EUR and EUR
Leasehold
improvements
EUR
-------------------------- ----------- -------- -------------- ----------
Cost
As at 1 January 2012 - - - -
Additions 619,277 - 10,220 629,497
As at 31 December 2012 619,277 - 10,220 629,497
Additions 1,241,974 160,000 4,480 1,406,454
As at 31 December 2013 1,861,251 160,000 14,700 2,035,951
Accumulated depreciation
As at 1 January 2012 - - - -
Charge for the year 10,027 - 514 10,541
As at 31 December 2012 10,027 - 514 10,541
Charge for the year 98,084 - 5,365 103,449
As at 31 December 2013 108,111 - 5,879 113,990
Net Book Value
As at 31 December 2013 1,753,140 160,000 8,821 1,921,961
As at 31 December 2012 609,250 - 9,706 618,956
As at 1 January 2012 - - - -
9) Convertible loan notes
2013 2012
EUR EUR
------------------------------------ ---------- ----------
Financial liability at amortised
cost 1,267,252 1,266,290
Derivative over own equity at fair
value 87,548
Capitalised transaction costs (57,527) (135,795)
1,297,273 1,130,495
Equity component - 63,873
On the 31 August 2012 the Company issued EUR1,295,278
(GBP1,060,000) fixed rate convertible unsecured loan note 2017
under the terms of the agreement signed 24 August 2012 with Amati
Global Investors Limited ("Series 1 Loan Note").
Interest accrues on the Series 1 Loan Note at 8% per annum from
the date of issue due quarterly in arrears. On the 29 August 2013
the company paid interest of EUR104,643, being the interest that
had accrued between 24 August 2012 and 31 August 2013. These funds
were used by Amati Global Investors Limited to subscribe for shares
in the Company as part of the secondary placing. The Company has
elected to capitalise the remaining interest due until 31 August
2014. In the event that an event of default occurs the interest
rate will rise to 25% per annum.
At any time prior to repayment of the Series 1 Loan Note, a
Stockholder may issue a conversion notice. The Stockholder will
receive such number of fully paid Ordinary Shares as satisfied by
the formula: 1 Ordinary Share for every y pence nominal of Stock
converted, where y is the lesser of:
-- 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
-- 26.
If the Series 1 Loan Note is not converted at the Stockholders
request it must be repaid in full on the 5th anniversary of the
instrument date. The Series 1 Loan Notes may be repaid earlier in
the event the interest rate rises to 25%.
As at 31 December 2013 the loan note held at amortised cost had
a balance of EUR1,267,252 (2012 - EUR1,266,290).
The Stockholders option to convert the loan has been treated as
an embedded derivative and measured at fair value. As at 31
December 2013 the derivative had a value of EUR87,548. The fair
value has been assessed using a Black Scholes methodology.
For the year ended 31 December 2012 the convertible loan was
treated as compound instrument split into its respective debt and
equity component and a credit to equity in relation to the
conversion of option of EUR63,873 was recognised. This treatment
has been amended in the year ended 31 December 2013 to better
reflect the exact terms of the transaction.
The directors consider that the carrying amount of borrowings
approximates their fair value at 31 December 2013.
On the 24 August 2012 the Company entered into a loan note
arrangement to issue EUR2,443,792 (GBP2,000,000) fixed rate
convertible loan notes due 2017 to AGMH Limited ("Series 2 Loan
Note"). AGMH Limited, a company registered and incorporated in
England and Wales with company number 08160250, is owned by Chris
Gilbert and Dr Etrur Albani, founders of the Group and Directors of
the Company. The funds to be subscribed by AGMH Limited were
provided by a loan to AGMH Limited from Optimus Capital LLP.
On the 23 August 2013 the Series 2 Loan Note arrangement with
AGMH Limited was terminated, without funds having been drawn down.
Costs incurred by AGMH Limited in the provision of the loan note
arrangement through its loan with Optimus Capital LLP of EUR193,323
were paid by the company in the year to 31 December 2013. No
further obligations exist under this arrangement.
Costs of EUR147,330 were incurred in connection with the issue
of these Series 1 and Series 2 loan notes. Costs are amortised over
the period of the loan. As at 31 December 2013 the balance of these
costs amounted to EUR57,527 (2012 - EUR135,795).
10) Share capital
2013 2012 2013 2012
Number Number EUR EUR
----------------------------- ------------ ------------ ---------- ----------
Issued, called up and fully
paid Ordinary shares of
GBP0.01 p each
At 1 January 107,950,000 45,125,000 1,359,507 566,781
Issued in the year 15,509,383 62,825,000 180,353 792,726
At 31 December 123,459,383 107,950,000 1,539,860 1,359,507
The Company has one class of ordinary share capital.
a. On a resolution at a general meeting, every member (whether
present in person, by proxy or authorised representative) has one
vote in respect of each ordinary share held by him.
b. All ordinary shares rank equally in the right to participate
in any approved dividend distribution applicable to this class of
share.
c. Except as otherwise provided below, all dividends must be
i. Declared and paid according to the amounts paid up on the
shares on which the dividend is paid; and
ii. Apportioned and paid proportionately to the amounts paid up
on the shares during any portion of the period in respect of which
the dividend is paid.
d. If any share is issued in terms of providing that it ranks
for dividend as from a particular date, that share ranks for
dividend accordingly.
e. In the event of any winding up all shares will rank equally
in relation to distribution of capital.
f. All shares are non-redeemable.
On 3 August 2012, the Company issued 40,125,000 Ordinary Shares
as consideration for the acquisition of Fox Marble Limited. The
share for share exchange has been retroactively recognised in the
balance of share capital as at 31 December 2011.
On the 31 August 2012 the Company issued 32,200,000 Ordinary
Shares at a price of 20p per share as part of the Company's Initial
Public Offering.
Further, on the 31 August 2012 the Company issued 29,875,000
Ordinary Shares at a price of 20p per share as to satisfy the
conversion of EUR1,426,355 (GBP1,195,000) of unsecured convertible
loan notes issued between 25 August 2011 and 29 September 2011.
On the 29 November 2012 the Company issued a further 750,000
shares which satisfied a deferred placing commitment agreed as part
of the Company's Initial Public Offering.
On the 30 April 2013 the Company issued 132,404 ordinary shares
in the Company at a price of 18.02p per share, being the 30 day
weighted average volume price at 20 April 2013 to Non-executive
Directors of the Company. As part of their remuneration package the
Non-Executive Directors of the Company agreed to utilise their
first year's fees (net of tax) to subscribe for Ordinary Shares in
the Company at the Company's request. This issue of Ordinary Shares
is in respect of the remuneration for the period from 1 January
2013 to 31 March 2013.
On the 11 July 2013 the Company issued 135,300 ordinary shares
in the Company at a price of 17.52p per share, being the 30 day
weighted average volume price at 7 July 2013 to Non-executive
Directors of the Company. This issue of Ordinary Shares is in
respect of the remuneration for the period from 1 April 2013 to 30
June 2013.
On the 13 August 2013 the Company issued 10,469,694 shares at a
price of 16.5p per share as part of a Secondary Placing on AIM. The
shares placed were within existing authorities held by the board of
directors. On the 29 August 2013 the Company placed a further
4,242,422 shares at a price of 16.5p per share following
shareholder approval at a general meeting.
In addition 529,563 shares were issued to two funds managed by
Amati Global Investors for GBP87,378 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.
The Company has recognised transaction costs of EUR249,262 in
relation to the issue of share capital within share premium in the
year to 31 December 2013 (2012 - EUR1,126,034).
11) Capital Commitments
Capital expenditure contracted for but not yet incurred at the
end of the reporting period is as follows:
2013 2012
EUR EUR
------------------------------ -------- -----
Property, plant and equipment 390,180 -
12) Information
Copies of the Annual Report and financial statements will be
posted to shareholders. Further copies will be available from Fox
Marble Holdings plc's registered office at 15 Kings Terrace,
London, NW1 0JP or on the Company's website at
www.foxmarble.net.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR EAPDKAASLEFF
Fox Marble (LSE:FOX)
Graphique Historique de l'Action
De Juin 2024 à Juil 2024
Fox Marble (LSE:FOX)
Graphique Historique de l'Action
De Juil 2023 à Juil 2024
