TIDMFOX
RNS Number : 1782V
Fox Marble Holdings PLC
04 April 2019
04 April 2019
Fox Marble Holdings plc
("Fox Marble" or the "Company")
Acquisition of Green Power and Scope
Fox Marble, the AIM listed company focused on marble quarrying
and finishing in Kosovo and the Balkans region, is pleased to
announce that it has conditionally acquired Green Power Sh.p.k
("Green Power") the licence holder of the Maleshevë quarry and
Scope Sh.p.k. ("Scope"), a company through which Fox Marble has
entered into two hire purchase agreements (the "Acquisitions" or
"Transactions").
The Acquisitions will give Fox Marble the direct rights to the
Maleshevë quarry in their entirety, eliminate the annual royalty
which would have been due under the operating agreement, and reduce
monthly outgoings for equipment and maintenance at the factory.
The Acquisitions are conditional, inter alia, on shareholders
approving certain resolutions at the forthcoming Annual General
Meeting of the Company relating to authorities to issue new
ordinary shares in the Company.
The total consideration for the Acquisitions is GBP1,300,000 to
be satisfied by the issue of new ordinary shares in the Company,
further details of which are set out below.
Background and further information
On 19 November 2015, Fox Marble announced the opening of a new
quarry at Maleshevë which comprised initially a five hectare area
within a larger licensed deposit area, which contained high
quality, compact and consistent dolomitic marble. Two benches at
that time had been dug at the site.
The quarry was operated subject to an agreement with the licence
holder, Green Power, a company incorporated in Kosovo, which
granted the Company's Kosovan subsidiary the rights to develop and
operate the quarry.
As previously notified, the Company has developed the Maleshevë
quarry since 2015 and since the beginning of 2016 has been
extracting and selling Illirico Selene (silver grey) found at that
site as well as Illirico Bianco (off white). Production has
steadily grown and the Company has extracted circa 15,000 tonnes to
date.
Fox Marble has conditionally acquired the entire share capital
of Green Power, for a consideration of GBP1,000,000 to be satisfied
by the issue of 13,000,000 new ordinary shares in the Company at a
price of 7.69 pence per share.
In the period since entering into the initial agreement with
Green Power for nil consideration no royalty payment has been paid,
due to the costs associated with development of the quarry. However
with increasing production and expected sales of the materials it
is anticipated that royalty payments over the remaining period of
the agreement are expected to be paid and as such the Board
believes that it is in the best interest of the Company to control
the asset.
In 2018 Fox Marble entered into certain hire purchase
arrangements with Scope, a company incorporated in Kosovo, to
acquire and install in its factory including a new CNC machine
which was announced on 16 April 2018. The consideration paid for
Scope is less than the value of the future payments due under the
hire purchase agreements being acquired as part of its
acquisition.
The Company has conditionally agreed to acquire the entire
issued share capital of Scope for a consideration of GBP300,000 to
be satisfied by the issue of 3,000,000 new ordinary shares in the
Company at a price of 10 pence per share.
All of the new ordinary shares being issued as part of the
Acquisitions will be subject to lock-in provisions of 2 years with
a further twelve month being subject to orderly market
agreement.
Related Party Transaction
Florije Rrustemi has a beneficial interest in Green Power and
Scope. Florije Rrustemi is the wife of Naim Rrustemi - a director
of Fox Marble Kosovo Sh.p.k ("FMK"). FMK is a wholly owned
subsidiary of Fox Marble Limited ("FML") and FML is a wholly owned
subsidiary of the Company. The Transactions are therefore related
party transactions pursuant to the AIM Rules. The Directors of the
Company, none of whom have an interest in the Transactions believe
that the terms of the Transactions, having consulted with the
Company's nominated adviser, are fair and reasonable insofar as
shareholders are concerned.
The Company will seek the authority to allot the ordinary shares
referred to in this announcement at its annual general meeting,
which is expected to be held in June 2019.
Chris Gilbert commented, "The opportunity to acquire the
Maleshevë quarry in Kosovo will benefit the Company and its
shareholders going forward not only with respect to the elimination
of the royalty costs, but also in benefiting from the underlying
value of the quarry itself. I anticipate this value increasing as
we continue to drive production rates in the quarry to satisfy the
demand we have generated around the world. The acquisition of Scope
reduces the Company's monthly outgoings at the Factory. We look
forward to updating the market in due course".
The information communicated in this announcement is inside
information for the purposes of Article 7 of Regulation
596/2014.
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
Brandon Hill Capital (Broker)
Oliver Stansfield Tel: +44 (0) 20 3463
5000
Cairn Financial Advisers LLP (Nomad)
Liam Murray / Sandy Jamieson Tel: +44 (0) 20 7213
0880
Notes to Editors:
Fox Marble (AIM: FOX), is a marble production, processing and
distribution company in Kosovo and the Balkans region.
Its marble products, which includes Illirico Bianco, Illirico
Selene, Grigio Argento and are gaining traction globally both to
international wholesale companies as well as being supplied
directly into luxury residential properties. In the UK these
include among others St George's Homes and Capital and Counties
Plc's Lillie Square development. In Sydney, Australia Rosso Cait,
Alexandrian White and Breccia Paradisea marble have been used in
what is expected to be Australia's most expensive residential
property. These sales serve to demonstrate the desirability of
Fox's premium marble products as the stone of choice in some of the
most prestigious and expensive residential developments around the
world.
Fox Marble holds 40 year mining licences for six separate marble
quarries with a maiden JORC resource indicating an in-situ
valuation of approximately Euro 16.5 billion. Fox has taken three
of the six sites into production (the Drini and Maleshevë quarries,
both in Kosovo and from the Prilep Quarry in Macedonia) and
continues to increase production. Notably, Fox has access to over
300 million cubic metres (over 1bn tons) of premium quality
marble.
Marble demand continues to grow with stable pricing,
predominantly driven by the construction and real-estate
industries, on which Fox is looking to capitalise.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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