TIDMFOX
RNS Number : 9598X
Fox Marble Holdings PLC
28 April 2023
28 April 2023
Certain information contained within this Announcement is deemed
by the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 ("MAR") as applied in
the United Kingdom. Upon publication of this Announcement, this
information is now considered to be in the public domain.
Fox Marble Holdings plc
("Fox Marble" or the "Company" or "the Group")
Proposed Acquisition of Eco Buildings Group and Placing
Update re Suspension
Highlights
-- Publication of the Admission Document and lifting of the Company's suspension
-- Proposed all share acquisition of Eco Buildings Group Limited ("Eco Buildings") for GBP30m
-- Placing to raise GBP2.7m at 55 pence per share
-- Admission of the enlarged ordinary share capital to trading
on AIM expected to be on 30 May 2023
-- Change of name to Eco Buildings Group Plc
-- Notice of General Meeting
On 11 April 2022, the Company announced an investment into Eco
Buildings by way of a convertible loan note of GBP400,000. The
purpose of this financing was to assist in the planned acquisition
of the entire issued share capital of Eco Buildings by way of a
reverse take-over under AIM Rule 14. Accordingly, at the request of
the Company, the Company's ordinary shares were suspended from
trading on AIM with effect from 7.30 a.m. on 11 April 2022, pending
either the publication of an admission document or until
negotiations were terminated.
Fox Marble Holdings announces that it has today entered into the
Acquisition Agreement with the Eco Buildings Vendors, pursuant to
which it agreed to purchase the entire issued share capital of Eco
Buildings, conditional on various matters, including Admission. The
aggregate total consideration to be paid by the Company for the
shares in Eco Buildings is GBP30 million. The Company is today
publishing an admission document concerning the Proposals
("Admission Document")
At the same time, the Company has conditionally raised
approximately GBP2.7 million by way of a Placing by in order to
provide growth finance and working capital for the Enlarged
Group.
Update re Suspension
As a consequence of an Admission Document having been posted to
shareholders, the Company has requested that trading in the
Company's Ordinary Shares is resumed. The Company expects
resumption of trading in the Company's Ordinary Shares to occur at
7:30am on Tuesday 2 May 2023.
Eco Buildings Group
Eco Buildings has acquired proven and innovative prefabricated
modular technology which has been in development and commercial use
since 2006 under its co-founder, Dominic Redfern. Based on this
technology, Eco Buildings' management team has utilised its
network, in the Balkans and initially secured two contracts in
Albania that are expected to generate sales revenue of up to EUR114
million in total for the first three years following Admission. Eco
Buildings' technology system is not subject to patent protection
and embodies know how and process innovations that have been
developed using its system.
Andrew Allner, Chairman of Fox Marble, said:
"We are very pleased to announce the completion of this
acquisition which represents a new strategic opportunity for the
Company and its stakeholders. I would also like to thank the
existing Fox shareholders for their patience while this acquisition
was carried out to a successful conclusion as well as the staff and
advisors for all their hard work. As a board we believe that this
enlarged company with its two operating units of Eco Buildings and
Fox Marble will benefit all those participating and look forward to
announcing further news in the near future"
A General Meeting of the Company to approve the Acquisition has
been convened for 10 a.m. on 26 May 2023 at the offices of Hill
Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London,
EC2A 2EW. If the resolutions put to the General Meeting are
approved by shareholders, it is expected that the enlarged ordinary
share capital will be admitted to AIM and dealings in the Company's
shares will commence on or around 30 May May 2023.
Further information on the Proposals is set out below and
contained in the Admission Document which is available on Fox
Marble's website: www.foxmarble.net
For more information on Fox Marble please visit
www.foxmarble.net or contact:
Fox Marble Holdings plc Tel: +44 (0)20 7380
Chris Gilbert, Chief Executive Officer 0999
Fiona Hadfield, Finance Director
Cairn Financial Advisers (Nominated Adviser) Tel: +44 (0)20 7213
Liam Murray/Sandy Jamieson/Ludovico Lazzaretti 0880
Spark Advisory Partners Limited (Nominated
Adviser to the Enlarged Group subject
to Admission)
Matt Davis / James Keeshan / Jack Lund +44 (0) 203 368 3550
Tavira Securities Limited (Broker)
Oliver Stansfield/Jonathan Evans +44 (0)203 192 1739
INTRODUCTION
On 11 April 2022, the Company announced that it had raised
GBP400,000 by way of the Convertible Loan Note available to Eco
Buildings and that it was in discussions which might lead to the
acquisition of the entire issued, and to be issued, share capital
of Eco Buildings by way of a Reverse Takeover.
The Company has announced today that it has now conditionally
agreed terms to acquire the issued, and to be issued, share capital
of Eco Buildings, for an aggregate consideration of approximately
GBP30 million. At the same time, the Company will raise
approximately GBP2.7 million by way of the Placing of the Placing
Shares in order to provide working capital to finance the growth of
the Enlarged Group.
The Acquisition, if completed, will constitute a reverse
takeover of the Company under the AIM Rules for
The Directors believe that it is appropriate, should the
Acquisition be approved by Shareholders at the General Meeting and
be completed, that the name of the Company be changed to Buildings
Group Plc to reflect the business of the Enlarged Group.
The Proposals are conditional, among other things, on the
passing of the Resolutions and Admission. If the Resolutions are
approved by Shareholders, it is expected that Admission will become
effective and dealings in the Enlarged Ordinary Share Capital will
commence on AIM on or around 30 May 2023. The General Meeting of
the Company to approve the Acquisition has been convened for 10
a.m. on 26 May 2023 at the offices of Hill Dickinson LLP, The
Broadgate Tower, 20 Primrose Street, London, EC2A 2EW.
BACKGROUND TO AND REASONS FOR THE ACQUISITION
The Company is proposing to acquire the entire share capital of
Eco Buildings, a company that will operate in the prefabricated
modular housing sector. Eco Buildings has acquired proven and
innovative prefabricated modular technology which has been in
development and commercial use since 2006 under its co-founder,
Dominic Redfern. Based on this technology, Eco Buildings'
management team has utilised its network, in the Balkans and
initially secured two contracts in Albania that are expected to
generate sales revenue of up to EUR114 million in total for the
first three years following Admission. Eco Buildings' technology
system is not subject to patent protection and embodies know how
and process innovations that have been developed using its
system.
The Directors believe Eco Buildings' range of modular housing
products provide a solution for the construction of both affordable
and high-end housing, with Eco Buildings' products being up to 50%
cheaper, two-thirds lighter and five times faster to build than
conventionally built homes. Eco Buildings' aim is to alleviate the
global housing deficit in a sustainable and profitable way.
The Directors believe that Fox Marble's existing building
products and operations should deliver revenue synergies when
combined with Eco Buildings. These include Fox Marble's intention
to supply and process dimensional marble from its existing quarries
for use within Eco Buildings' modular housing projects. The
Directors believe that by developing Eco Buildings' pipeline of
prospective projects globally, it will be able to further expand
the markets in which Fox Marble's dimensional stone product can be
marketed.
INFORMATION ON ECO BUILDINGS
Introduction
Eco Buildings, a company that will operate in the prefabricated
modular housing sector. The Company has acquired proven and
innovative prefabricated modular technology which has been in
development and commercial use since 2006 under its co-founder,
Dominic Redfern. Based on this technology, Eco Buildings'
management team has utilised its network, in the Balkans.
The Directors believe Eco Buildings' range of modular housing
products provides a solution for the construction of both
affordable and high-end housing, with Eco Buildings' products being
up to 50% cheaper, two-thirds lighter and five times faster to
deploy than conventionally built homes.
The Directors believe that Fox Marble's existing building
products and operations should deliver revenue synergies when
combined with Eco Buildings. These include Fox Marble's intention
to supply and process dimensional marble from its existing quarries
for use within Eco Buildings' modular housing projects. The
Directors believe that by developing Eco Buildings' pipeline of
prospective projects globally, it intends to also further expand
the markets in which Fox Marble's dimensional stone product can be
marketed.
History
Eco Buildings was established to acquire the business and assets
of Gulf Walling FZCO in Dubai; the main assets being the
manufacturing plant and equipment (which produces its glass fibre
reinforced gypsum walling and slab system), its know-how and its
inventory. These assets were relocated to Durres, the principal
port of Albania, where a new manufacturing facility has been built
in the industrial zone adjacent to the port to satisfy Eco
Buildings' two existing sales contracts. In order for the facility
to become operational, the plant and equipment remains to be
assembled. Durres is well connected with transport links to Eastern
Europe and hosts a deep-water port.
By establishing Eco Buildings' operations in Albania, the
Directors believe that this will allow for greater customer
accessibility, shorter supply chains and a lower cost manufacturing
environment which will reduce costs as the Group targets growth in
the Balkan region.
GFRG is an alternative construction method to achieve faster and
more economical construction of residential, commercial and
industrial dwellings. Over $6 million was invested in the
technology by Dominic Redfern since 2006 to date to establish a
high quality, low cost and environmentally friendly product.
Eco Buildings has developed a sales approach which the Directors
believe will better exploit the proven potential of GFRG based
construction. Through this approach and its network in the Balkans
region, Eco Buildings has been successful in securing two sales
contracts with major construction companies, one in Albania, the
other in Kosovo, which are expected to generate gross sales revenue
of approximately up to EUREUR11438 million in total per annum over
the first three years (approximately EUR114 million in total)
following Admission.
Coupled with the Group's initial focus on the Balkans region,
the Group has entered into a manufacturing and licence agreement
with North Eco, a third-party company proposing to build modular
housing in the United Kingdom utilising the intellectual property
of Eco Buildings. Under the terms of the agreement with North Eco,
Eco Buildings will receive 30% of the gross receipts of each unit
sold by North Eco.
As part of its medium-term strategy, the Enlarged Group will
target geographies with appropriate new housing demand as well as
historic housing deficits. It intends to develop locally deployed
mobile manufacturing plants globally for "just in time, on site"
production for large-scale housing developments, thereby reducing
transportation costs and emissions.
The Board believes that a combination of its innovative,
cost-effective and sustainable solutions together with growing
housing demand and historic deficits in housing provision,
represents a significant, long term business opportunity for the
Enlarged Group.
Competition
The Directors believe Eco Buildings' competition can be broken
into the following categories:
-- Traditional: this accounts for the majority of the market.
Raw materials are brought to site and built by hand into finished
buildings. This market is made up of many small builders.
-- Manufactured: Manufactured homes are standardised homes built
in a factory and shipped to site. Due to their lack of
specification, these homes are generally built to a lower standard
to keep costs as low as possible.
-- Panelised systems: Wall panels with different levels of
finish are built in a factory and then assembled onsite, usually by
those operating in the traditional construction sector.
In addition, there are a few new and notable housing start-ups
trying to address problems relating to the housing markets. The
Directors believe these direct competitors will assist in making
prefabricated housing and construction the new norm in home
building.
Market Overview
Real Estate Market and Demand for Housing
According to Real Estate Global Market Report 2022, the value of
the world's real estate is expected to reach $3.74 trillion in
2022, increasing to $5.38 trillion by 2026, showing a compound
annual growth rate ("CAGR") of 9.6 percent.
In tandem with the growth in the value of global real estate,
the demand for housing is increasing. The worldwide affordable
housing deficit is currently estimated at 330 million urban
households and is forecast to grow by more than 30 percent to 440
million households, or 1.6 billion people, by 2025. Reasons for
this include:
-- Inadequate housing stock - globally approximately 1.6 billion
people live in substandard housing;
-- Lack of affordability - in more than 90 percent of 502
international cities globally, house prices are more than 3x median
family income. This is often because the rate of population growth
and city expansion is not aligned with urban planning and
development which results in a shortage of housing, driving up
prices; and
-- Displacement of people - there were circa 100 million new
displacements at the end of 2022.
-- Inadequacy of conventional construction methods to meet the
backlog demand and new demand for housing in a timely, affordable
and sustainable manner.
Modular Housing
Modular housing is a solution that has the potential to
alleviate this housing crisis. The process involves the
prefabrication of modules or large scale elements of a housing unit
in a controlled environment at a different location from the actual
construction site, allowing for industrial efficiencies in cost and
quality and reduced timeframes for completing building projects at
site. This process allows the delivery of product to the site at
the time and in the order they are needed, improving building
efficiency and speed as well as reducing site storage which is
often limited. It also reduces wastage of energy dense raw
materials, first at the factory and then at the site, thereby
reducing the cost and environmental impact of a construction
project.
The manufacture of prefabricated modular and often custom-sized
materials for particular projects also permits lean production
planning and raw material purchasing and better inventory
management. This is inherently more efficient than construction
planning for generic conventional building materials (bricks,
blocks, steel and glass) which are manufactured on a more
speculative assessment of demand which can undershoot or overshoot
demand significantly causing volatility in material prices.
Modular housing production lines operate within a controlled
factory environment where regular automation, process monitoring
and inspection ensures better quality final products. Furthermore,
any rejected product in the Company's process can be recycled into
light weight grout mix during the production cycle, thus supporting
another product stream which reduces waste and limits the
environmental impact.
Emergence of the Modular Housing Market
Numerous countries1 have already adopted modular housing and
many more exhibit conditions appropriate for growth in offsite
construction. According to Market Research Future, the global
modular construction market was estimated to be valued at $109.2
billion in 2020 and is predicted to grow to $161.9 billion by
2027.
The emergence of the sector is driven by a combination of
factors, including:
-- Rising labour costs as a result of labour shortages - the
nominal annual labour costs in both the Euro Area and the EU have
shown a general increase over the past 10 years
In the fourth quarter of 2022, hourly labour costs rose by 5.1%
in the Euro Area and by 5.4% in the EU, compared with the same
quarter of the previous year.
Further research from Fitch Ratings has found that the shortage
of labour for house building will be further exacerbated by the
diversion of labour and materials to renovations to improve energy
efficiency.
-- Higher raw material costs - the cost of construction
materials surged during the COVID-19 pandemic as material producers
initially cut production and unloaded inventory, and were
subsequently unprepared for the demand rebound (Figure 2, left).
According to the UK RICS construction market survey, nearly 80% of
respondents said that material shortages are limiting activity
(Figure 2, right). Conventional building products such as bricks,
blocks, cement, glass and steel have a high level of contained
energy. Rising inflation in the cost of industrial energy due to
global macro-economic factors such as the war in Ukraine are
expected to further exacerbate price inflation in these products.
Eco Buildings' GFRG products have a lower energy content compared
with conventional materials and, because they are lighter, require
less structural steel and cement.
According to a report published by McKinsey & Company, unmet
housing demand and the cost of construction labour are the biggest
predictors of where modular construction can gain traction. Figure
3 below identifies where those two conditions intersect and
illustrates why this shift has taken hold in Japan and Scandinavia
and it also highlights the growth potential in markets such as
Australia, the United Kingdom, Singapore, and the west coast of the
US.
Increased Investment in Alternative Construction
A series of high-profile and early-stage investors are
committing substantial capital into the modular housing industry
reflecting the demand that this sector is addressing, which has led
to a number of new entrants to the sector in recent years including
Top Hat and Ilke Homes.
Eco Buildings' Product Offering
Eco Buildings' large format construction panels will be formed
from GFRG. This building method is designed to achieve faster, more
cost effective and sustainable construction of residential,
commercial and industrial dwellings. The Directors believe that
with its integration of design, construction and manufacturing
capability, Eco Buildings will represent an attractive development
partner for affordable, high quality construction projects which
can be delivered faster, cheaper and cleaner than traditional
building methods for the following sectors:
-- Public Social: large scale projects, multi-storey housing,
social, entry-level and key worker housing
-- Private Residential: town homes, duplexes, apartments, semi-
and highly-customisable homes
-- Commercial: hotels & hospitality, business centres, retail, other leisure centres
-- Other: workforce housing, senior housing, crisis housing, coastal
-- The Directors believe the advantages of Eco Buildings'
products include the following:
-- Factory controlled precision fabrication with added quality
assurance reducing material wastage and onsite storage
requirements;
-- The main raw material for the production of GFRG walling and
decking is gypsum powder which is cheaper and lighter than
alternative building materials whilst providing adequate structural
integrity. It can either be used alone or reinforced sparingly with
steel and concrete as the structural design requires. As well as
being an inherently inexpensive material, the weight advantage of
GFRG construction reduces the use of expensive inputs such as steel
and cement as well as transportation and on site costs like labour
and craneage (see figure 5 below). When combined, these savings and
efficiencies can cut building costs by as much as 50 percent when
compared with conventionally built dwellings;
-- Eco Buildings' GFRG walling and decking system delivers
equivalent or superior levels of noise-resistance, termite/mould
resistance and fireproofing as conventional building materials at
lower cost and environmental impact. The Eco Buildings' GFRG
walling system has been certified under intense fire test
conditions to internationally accepted standards by the Australian
CSIRO for structural integrity and insulation performance with a
fire resistant properties, achieving a 4 hour fire rating in load
bearing structures (concrete filled);
-- GFRG panelling is a green product that helps save energy and
protect the environment as it has a lower embodied energy (EE)
coefficient and uses less CO2 gas emission to produce and install
(from the manufacturing of panels to the completion of
construction) when compared with other traditional building
construction materials, such as bricks, blocks, in situ poured
concrete, and precast concrete panels.
-- Simple on-site installation of large format panels
significantly reduces building and labour time. The Directors
anticipate that this will make Eco Buildings' solution five times
faster to build than conventional building methods;
-- A low carbon footprint compared to traditional buildings
products as the materials are manufactured from less energy
intensive raw materials, fully recyclable, inert and non toxic and
less dependent on landfilling, making them more environmentally
friendly; and
-- GFRG engineered buildings have excellent cyclone and seismic
resistance while the panels can be used for multi-storey
buildings.
It is the intention of the Directors to implement a fully ISO
accredited Integrated Management System (IMS), incorporating ISO
9001 (Quality), 14001 (Environmental) and 18001 (Health &
Safety), within three months of listing. The Directors believe that
the manufacturing facility at Durres will be operational in Q3 2023
and fully accredited within 12 months of Admission. Following the
obtaining of ISO IMS certification, the Company may seek additional
certifications and qualifications such as BCorp and Passivhaus (a
voluntary standard for energy efficiency in a building).
Walling System Manufacturing Process
Eco Buildings' panels are manufactured using a panel casting
system that was innovated by Eco Buildings' co-founder, Dominic
Redfern. The process involves a Single Vertical Panel Casting
Machine which automates the moulding process and uses a liquid mix
of calcined plaster, water, fiberglass rovings, together with
waterproofing agents and curing admixtures. A machine can produce
512m(2) of wall panels per day, working in two 8-hour shifts, which
results in approximately 1.5 housing units.
Each panel is made up of the following key constituent
materials:
-- Calcined plaster: is the bulk material and is commonly known
as gypsum plaster. It is a water-containing calcium sulphate
(CaSO(4) -- 1/2 H(2) O). when re-combined with water it
recrystallises to become a hard, rock-like substance (CaSO(4) -- 2
H(2) O).
-- Water: water is added to rehydrate the calcined plaster. It
should have a relatively neutral pH of 6.5 to 8.5 and low dissolved
mineral salt content.
-- Strengthening: Glass fibre rovings are added into the liquid
plaster mix and distributed evenly to create an integrated matrix
of fibres throughout the product. These are 2.5 centimetres long
shreds of glass filament treated to be antistatic (non-clumping),
hydrophobic (resistant to moisture absorption) and with reduced
splintering tendencies to improve the strength and integration
properties of the product.
-- Waterproofing: A waterproofing agent such as a silicon
mineral oil is added into the liquid plaster which impregnates the
product mass making it water resistant.
-- Chemistry regulation: Curing admixtures are added into the
liquid plaster mix to regulate the plaster chemistry during
production usually by extending the setting time of the
product.
After manufacturing, the twelve-meter walls are air cured in a
vertical rack for drying that has a capacity to store 400 panels,
they are cut to the dimensions required by the customer using a
computer numerically controlled (CNC) saw to maximise off-site
fabrication. Panels are placed in a 40-meter saw frame which can
accommodate three panels at a time and can operate continuously.
Spaces for doors and windows can also be pre-cut to further reduce
personnel on site and increase the speed of construction.
After cutting, Eco Buildings' walls are loaded onto stillages,
ready for transport. Up to 500m(2) of Eco Buildings panels can be
transported on each heavy goods vehicle which is the equivalent to
1.5 houses. Normal height walls of up to 1 metre in length can be
installed manually, with longer panels of up to 3 metres requiring
a forklift and those up to 12 metres requiring a crane.
Eco Buildings' panels are cast with hollow, void channels
oriented vertically and spaced regularly along the wall length.
These reduce the weight of the product as well as providing
conduits for electrical wiring to be concealed, reducing the time
spent at site to channel, drill or groove out these services as in
traditional installations. The same voids can be used to provide
conduits for piping. Finally, by filling these cavities with
concrete and steel reinforcement bars if required, internal
reinforced columns are formed within the thickness of the wall.
This allows the Eco Buildings panel to be used as an integral load
bearing system of the structure, supporting multi-storey
construction without incurring the loss of floor space which a
conventional reinforced structural frame usually entails.
Production costs
The Directors anticipate a finished 100m(2) building, including
plumbing and electrics, to cost approximately EUR200 per square
metre, equivalent to a third of the average building costs
currently seen in Albania.
The Directors believe Eco Buildings' range of modular housing
products provides a solution for the construction of both
affordable and high-end housing, with Eco Building's products being
up to 50% cheaper, two-thirds lighter and five times faster to
build than conventionally built homes.
Factory
Eco Buildings' first production line was developed by its
co-founder in the United Arab Emirates and consists of a vertical
panel casting machine and supporting equipment. It was moved to a
newly built facility in Albania for the sake of proximity to its
contracted customers and is anticipated to be operational in Q3
2023. A production line is capable of producing 11,264m(2) of
panelling per month or the equivalent of 31 housing units (372
units annually).
The 8,000m(2) factory site is located close to Albania's
capital, Tirana, adjacent to the port of Duress, Albania's
principal sea port. Whilst the factory site has been built, the
production line remains to be assembled, which is expected to be
completed by Q3 2023.
Operational expansion
Once the facility is fully operational, Eco Buildings plans to
expand as follows:
Phase I
-- Increase the number of production lines from 1 to 4 - to meet
existing and future contractual obligations, the Directors intend
to add a second production line to the factory. Installation is
expected to begin in late 2023, with the production expected to
begin in Q2 2024. A further two production line are planned for
later in 2024. The first three production lines are expected to
produce approximately 1,100 residential units per annum with
production capacity increasing to approximately 1,500 units per
annum when the fourth line is added.
-- Vertical integration - Once the Company is cash flow
positive, Eco Buildings intends to construct a calcination plant
within its first few years of operation, once demand is
established. This will allow the Group to produce its own gypsum,
the key raw material in the production of the Eco Buildings'
solution.
-- Generate revenue through the granting of IP licences - Eco
Buildings intends to generate revenue without having to incur
capital expenditure by granting licences to third parties in order
for them to utilise this intellectual property. Eco Buildings has
already entered into a manufacturing and licence agreement with
North Eco, a third-party company proposing to build modular housing
in the United Kingdom utilising the intellectual property of Eco
Buildings.
Phase II
Approximately one-third of the urban population in the southern
hemisphere live in informal settlements, which lack access to basic
services such as electricity, running water, or sanitation.
After an extensive ideation and conceptual design process, the
Group intends to complete the manufacturing design and construction
of the first of its mobile manufacturing units that can be deployed
at speed remotely in 2024. These 'pop up' facilities will be used
in areas with less developed infrastructure than the factory site
and/or areas where traditional construction is markedly less cost
effective than the Eco Buildings system deployed locally and/or at
large-scale, multi-year new town or new community developments
where there significant social, logistical or financial gains can
be made over several project phases. The mobile production units
are being designed for fabrication and will be constructed so that
they can be containerised for fast, cost-effective transportation
and then installed on the site of large-scale projects. Each unit
is expected to be capable of producing 11,264m(2) of panelling per
month.
The Group has already approached a number of governments to
obtain in principle sales contracts for the construction of
affordable housing projects based on mobile production.
There is an ongoing negotiation with the State Housing Company
in Ghana for Eco Buildings to provide a demo house and become a
contractor and build on government supplied land to alleviate a
high housing deficit in the country, which is estimated to be
approximately 2 million housing units. Any arrangement entered into
will be based on minimum commitment guarantees. Additionally, Eco
Buildings is in discussions with other governments located in South
America, albeit no agreements have yet been entered into.
The Group has also signed a letter of intent with a Spanish
property developer of approximately 2,000 housing units.
Addressable Market
Eco Buildings aims to market and sell to construction
developers, governmental bodies and international organisations.
The Group also intends to utilise Fox Marble's existing sales and
distribution networks and vice versa. Fox Marble has a network of
existing clients and contacts within the construction and developer
sectors that the Directors intend to use to expand the reach of its
new walling product.
Existing Sales Agreements
The Group has been successful in securing sales contracts with
the following construction companies:
i. Andrra Invest LLC
A Kosovan company specialising in construction of residential
and non-residential projects. Its activities include project
management and development as well as marketing already finished
construction sites. One of the best known completed projects is
Andrra Residence in the capital Pristina, which is a high rise
residential and business building complex.
ii. Egeu Stone LLC
A well-recognised construction company in Albania, which has won
9 public tenders and has completed over 25 diverse construction
projects in Albania, including multistorey residential dwellings,
hotels and other commercial and industrial buildings, schools and
public spaces.
DIRECTORS, PROPOSED DIRECTORS AND KEY MANAGEMENT
Brief biographical details of the Existing Directors and
Proposed Directors are set out below:
Existing Directors
Andrew Allner, Non-Executive Chairman (aged 69)
Andrew is currently Non-Executive Chairman of Shepherd Building
Group Limited and SIG plc. He was Non-Executive Chairman of
Marshalls plc and Go Ahead Group plc, and was Chair of Audit and a
Non-Executive Director of CSR plc and Chair of Audit and a Senior
Independent Director of Northgate plc. Andrew was also Senior
Independent Director and Chairman of the Audit Committee of AZ
Electronic Materials SA.
Previously, Andrew was the Group Finance Director of RHM plc and
took a leading role in the company's flotation on the London Stock
Exchange and the subsequent sale to Premier Foods plc. He was CEO
of Enodis plc and served in senior executive positions with Dalgety
plc, Amersham International plc and Guinness plc. He was a partner
at PriceWaterhouse LLP and is a graduate of Oxford University.
Andrew has been Non-Executive Chairman since 2012, chairing the
nomination committee and sitting on the remuneration committee.
Christopher Gilbert, Chief Executive Officer (aged 71)*
Chris Gilbert has developed several successful businesses, with
specific responsibility for fundraising, executive business
management and their subsequent disposals. Chris has raised
significant sums for companies he has founded or reorganised. In
1992, Chris co-founded Infectious Records, an independent record
company which grew to be one of the most successful independent
record companies in the UK. Following this he founded Auriga
Networks, a satellite transmission company which numbered among its
clients NATO, the British and US Armies, the BBC, Fox Television
and CBS News. In addition, Chris co-founded DarkStar Technologies,
a high-tech start-up providing internet security and data
management services to the entertainment industry. Chris co-founded
Crosstown Songs, a buy and build music publishing venture funded by
Cargill which became a major independent music publishing company
which was sold to KKR and Bertelsmann. Chris has been CEO since the
formation of the Company in 2011.
Fiona Evans (nee Hadfield), Financial Director (aged 43)
Fiona Evans is a chartered accountant and previously worked with
Deloitte LLP. Fiona joined Crosstown Songs as Chief Financial
Officer, overseeing all financial aspects of the company's disposal
of assets to KKR and Bertelsmann. Fiona is a graduate of Oxford
University and joined Fox Marble as Finance Director in 2011.
Roy Harrison OBE, Non-Executive Director (aged 75)*
Roy is a former Chief Executive of the Tarmac Group which
operates internationally in quarrying concrete products and
building materials, he was also, Senior Non-Executive Director at
the BSS Group and President of the Construction Products
Association. He served as Non-Executive Chairman of the AIM listed
Renew Holdings plc and has held non-executive roles in a number of
private construction products companies. Roy is Chairman of the
Thomas Telford Multi Academy Trust having spent 25 years
establishing and running new or rescued schools under the Thomas
Telford Banner. Roy has been a Non-Executive Director of Fox Marble
since 2012, where he chairs the remuneration committee and sits on
the audit and nomination committees.
Sir Mark Lyall Grant GCMG, Non-Executive Director (aged 66)
Sir Mark was one of the United Kingdom's most senior public
servants, with more than 30 years' experience in leadership, policy
making, negotiation and public presentation. He has held diplomatic
postings on four continents, including High Commissioner to
Pakistan and Ambassador to the United Nations. He was National
Security Adviser to the Prime Minister from 2015 to 2017. He is
currently a visiting professor at King's College London, and a
Consultancy Adviser on National and International Security. He is a
qualified barrister and was appointed to the Bench of Middle Temple
in 2011. Sir Mark has been a Non-Executive Director of Fox Marble
since April 2022.
*will step down on Admission
Proposed Directors
On Admission, the following individuals will be appointed to the
Board:
Sanjay Bowry, Chief Executive Officer (aged 59)
Sanjay attended the University of Liverpool where he read
Engineering Science and Industrial Management. He is also a member
of the Chartered Institute of Marketing.
His engineering foundation enabled him to build a successful
career developing and growing technology and construction-based
businesses, which he plans to utilise in order to grow Eco
Buildings.
He spent 32 years, working for corporations including Air
Products, BT, Digital Equipment Corporation, GE, Prebon Yamane,
Dulas and Sun Edison. He has successfully and profitably developed
businesses across Europe, Asia and the USA in IT, banking
(commercial finance) and renewable energy. Over half of his working
career was spent with General Electric USA. Sanjay held his first
Board position at GEIS and has worked at C-Suite for organisations
including GE; Sun Edison, Dulas and Prebon Yamane.
He subsequently set up his own consulting company, Claygate
Management Services which supported boards and executive teams of
organisations to deliver profitable growth. Sectors included
renewable energy, social Housing, IT services and consulting.
Dr Etrur Albani, Non-Executive Director (aged 50)
Etrur is a serial entrepreneur who has held many leadership
roles in start-ups and large-scale businesses, including CEO of PTK
Kosovo. He co-founded and was Managing Director of Fox Marble, the
first AIM listed dimension stone company. He co-founded Eco
Buildings (with Dominic Redfern) and has a large network of
contacts in Southern Europe. He is also currently Vice Chairman of
Zenova Group Plc.
Etrur holds a Ph.D. and has completed the Oxford Strategic
Leadership Course at Said Business School. Etrur received his PhD
from London South Bank University, with an emphasis in 'High-Speed
Communication Devices Using Microstrips'. Prior to this, he
received a Bachelor of Electronic Engineering from North London
University, with an emphasis on Electronic and Telecommunication
Engineering.
Dominic Redfern, Executive Vice Chairman (aged 57)
Having read law at Oxford, Dominic went into the City in 1987
and spent 17 years working in investment banking firstly at Morgan
Grenfell & Co. Limited in London and Tokyo and at Deutsche
Morgan Grenfell in London following MG's merger with Deutsche Bank
AG. During this period Dominic held positions in debt and equity
corporate finance and advice, proprietary investment and trading in
public and private equities and hedge fund investment management.
Dominic became Managing Director in DMG's Investment Banking
Division specialising in the emerging markets of the Middle East,
Africa and South America. In 1999, he established a highly
successful equity special situations investment group ESSG which
managed funds of over US$1 billion dollars for Deutsche and its
institutional clients.
In 2004 he co-founded Altima Partners LLP which took the core
funds of ESSG and built one of Europe's largest and most successful
hedge and private equity fund managers with over US$4.5 billion
under management. At Altima, Dominic specialised in the private
equity branch of the business until he retired from the business in
2011. He co-founded and co-managed Mandala Capital Limited, a
leading Asian development capital company focusing on the
agribusiness sector which he built up to a business with nearly
US$500 million under management until he sold his interest in
2016.
In his investment management capacity and for his own family
office, Dominic has provided executive expertise and board level
leadership to a broad range of companies in sectors such as real
estate investment and construction and development, building
materials, agribusiness, healthcare and telecoms. This included
positions on the boards of T-Mobile's business in the Czech
Republic, Telmex's mobile subsidiary in Argentina and Kuwait Energy
Corporation in the Middle East all of which were sold in some of
the highest value private equity exits in their respective markets
at that time.
A co-founder of Eco Buildings (with Etrur Albani), Dominic
identified and developed the technology on which Eco Build's GFRG
building system is now based and conceived its use in providing
high quality, environmentally sound affordable housing,
particularly in developing markets.
Dr Ahmet Shala, Independent Non-Executive Director (aged 62)
Ahmet is currently the founder and president of the Board of
Directors for the Leadership Foundation (LF) and is the global
ambassador of James Madison University in Virginia, USA.
Ahmet has worked in academia since 1988 where he was a lecturer
in the University of Prishtina (Kosovo). Following this, he
lectured and held positions across various academical institutions
within the Balkans, including the University of Tetova (Macedonia),
University of Prizen (Kosovo) and the Agna Leadership Academy
(Albania). Ahmed became a visiting professor to multiple
universities in Virginia until accepting the Global Ambassador role
where he continues to work with business leaders and international
education to building pathways for International Alumni.
In addition, Ahmet has previously been a member of the
Government of Kosovo. Between 2012 to 2015 he was the Kosovo
Ambassador to Japan, and prior to this between 2008 and 2011 he
acted as the Minister of Economy and Finance of Kosovo.
Ahmet has a PhD degree in Leadership and Organisational Science
from the James Madison University in Virginia, a PhD (ABT) in
Strategic Management and Economic Development and a BA in Business
Administration and Organizational Science from the University of
Prishtina.
The Proposed Directors hold or have held the following
directorships or have been partners in the following partnerships
within the five years prior to the date of this announcement:
Current directorships and Former directorships
Director partnerships and partnerships
------------------- ----------------------------------- ---------------------------
Dr Ahmet Shala - -
Claygate Management Services
Limited
Trinity Sanderstead Sports
Mr. Sanjay Bowry & Social Club Limited -
Argentum Holdings Limited
Albany Enterprises Limited
Eco Building Enterprises
Limited
Folium Group Holdings
Limited
Folium International
Limited
Folium Limited
Boileau Marina Limited
Halo Research Limited
International Tailings
Company Limited
W3T Holdings Limited
Zenova Distribution
Albani Industries Limited Ltd
Eco Buildings Group Ltd Zenova Ltd
Dr Etrur Albani Zenova Group Plc W3t Holdings Limited
Altima Partners LLP
Gulf Walling FZCO (Dubai, (UK
UAE) Acuitas Limited (UK)
Osteotronix Limited (UK) Concord Oil & Gas Limited
Mr. Dominic Redfern Wara Ventures Limited (BVI/Brasil) (UK)
There is no further information on Sanjay Bowry, Etrur Albani or
Dominic Redfern required to be disclosed under Schedule Two,
paragraph (g) (i)-(viii) of the AIM Rules for Companies.
PRINCIPAL TERMS OF THE ACQUISITION
On 28 April 2023, the Company entered into the Acquisition
Agreement with the Eco Buildings Vendors, pursuant to which it has
conditionally agreed to acquire the entire issued share capital of
Eco Buildings for an aggregate purchase price of GBP30 million, to
be satisfied by the issue of the Consideration Shares to the Eco
Buildings Vendors at the Placing Price, credited as fully paid.
The Acquisition Agreement is conditional upon, inter alia, the
following occurring prior to the Long Stop Date:
-- the publication of this Admission Document;
-- the passing of the Resolutions at the General Meeting;
-- the Placing Agreement becoming unconditional in all respects (save for Admission);
-- the granting of a waiver by the Takeover Panel for the
purposes of Rule 9 of the City Code with respect to the issue of
the Consideration Shares, the CLN Shares and the Placing Shares,
such waiver being conditional upon the passing of Resolution 13, to
be taken on a poll of the Independent Shareholders; and
-- Admission becoming effective.
Provided that all of the conditions set out above are satisfied,
the Acquisition shall be completed concurrent with Admission.
Further details of the Acquisition Agreement are set out in
paragraph 13.34 of Part IX of the Admission Document.
IMPLICATIONS OF THE PROPOSALS UNDER THE CODE
The Company and the Panel have agreed that the Eco Buildings
Vendors, the Eco Buildings CLN Holders (excluding James Norwood)
and certain existing directors and shareholders of Fox Marble are
acting in concert and, where relevant, are referred to as the
Concert Party throughout this Admission Document. Further details
of the Concert Party are set out in Part VII of the Admission
Document. For the purposes of the City Code, persons acting in
concert include persons who, pursuant to an agreement or
understanding (whether formal or informal), co-operate, to obtain
or consolidate control of a company or frustrate the successful
outcome of an offer for a company. For the purposes of the City
Code, "control" means an interest or interests in shares carrying
in aggregate 30% or more of the voting rights of a company,
irrespective of whether the such interest or interests give de
facto control. Under the City Code, shareholders in a private
company who sell their shares in that company in consideration for
the issue of new shares in a company to which the City Code
applies, are presumed to be acting in concert in respect of that
company unless the contrary is established.
Concert Party
As at 27 April 2023, being the latest practicable date prior to
the publication of this Admission Document, the members of the
Concert Party were interested in 1,411,995 Existing Ordinary
Shares, representing 17.15% of the issued share capital of the
Company.
Following Admission, the members of the Concert Party will be
interested in 59,493,813 shares, representing 84.91% of the voting
rights of the Company.
Assuming the issue of the Consideration Shares and the Concert
Party Placing Shares, the exercise in full by the members of the
Concert Party of the New Options and the conversion of the Concert
Party GM Notes and Concert Party Series 11 CLNs, the Concert Party
Series 11 CLNs (and assuming that no other person exercises any
options or any other right to subscribe for shares in the Company),
the members of the Concert Party would be interested in 63,653,067
shares, representing approximately 85.75% of the enlarged voting
rights of the Company.
The issue of the Consideration Shares and the Concert Party
Placing Shares, the conversion of the Eco Buildings CLNs, the
Concert Party GM Notes, the Concert Party Series 11 CLNs and
exercise of the New Options held by members of the Concert Party
would therefore ordinarily give rise to an obligation under Rule 9
of the City Code for the Concert Party to make a general offer for
the remainder of the issued share capital of the Company in cash at
the highest price paid in the previous 12 months by any member of
the Concert Party. However, the Panel has agreed to waive this
obligation subject to the approval of the Rule 9 Waiver by the
Independent Shareholders voting on a poll at the General
Meeting.
The Company has applied to the Panel for a waiver of Rule 9 of
the City Code in order to permit the issue of the Consideration
Shares and Concert Party Placing Shares, the conversion of the Eco
Buildings CLNs, the Concert Party GM Notes and the Concert Party
Series 11 CLNs and exercise of the New Options held by members of
the Concert Party without triggering an obligation on the part of
the Concert Party to make a general offer to the Shareholders.
Subject to the approval of the Independent Shareholders of the Rule
9 Waiver taken on a poll in General Meeting, the Panel has agreed
to waive the obligation to make a Rule 9 Offer for the entire
issued share capital of the Company that would otherwise arise as a
result of the issue of the Consideration Shares and Concert Party
Placing Shares, the conversion of the Eco Buildings CLNs, the
Concert Party GM Notes and the Concert Party Series 11 CLNs and the
exercise of the New Options held by members of the Concert Party.
Accordingly, the Rule 9 Waiver being proposed at the General
Meeting will be taken by means of a poll of Independent
Shareholders attending and voting at the General Meeting. None of
the members of the Concert Party or Placees are able to vote on the
Rule 9 Waiver but may exercise their voting rights in respect of
the remainder of the Resolutions.
CHANGE OF NAME
Subject to Shareholders' approval, the name of the Company will
be changed to Eco Buildings Group Plc, with effect from Admission,
to reflect the operations of the Enlarged Group better.
If the special resolution to approve the change of name of the
Company is passed at the General Meeting, the Company's AIM symbol
will be changed to ECOB and its website address will be changed to
www.eco-buildingsplc.com following the Change of Name being
registered at Companies House.
PLACING
The Company has conditionally raised approximately GBP2.7
million (before expenses) by the issue of the Placing Shares at the
Placing Price.
The Placing Shares will rank pari passu with the New Ordinary
Shares and the Consideration Shares. The Placing is not
underwritten or guaranteed.
Following their issue, the Placing Shares will represent
approximately 7.06 percent of the Enlarged Issued Share
Capital.
The Placing is conditional on, amongst other things: (a) the
Placing Agreement having become unconditional and not having been
terminated in accordance with its terms; (b) the Acquisition
Agreement not having been terminated or amended, and having become
unconditional in all respects (other than in regards to certain
conditions relating to the Placing Agreement) and having been
completed in escrow; (c) the passing of the Resolutions and (d)
Admission having become effective by no later than 8.00 a.m. on 7
June 2023.
ADMISSION TO AIM AND DEALINGS IN THE ENLARGED ORDINARY SHARE
CAPITAL
If all of the Resolutions are passed at the General Meeting,
application will be made for the Enlarged Ordinary Share Capital to
be admitted to trading on AIM. It is expected that Admission will
become effective and dealings in the New Ordinary Shares will
commence on 30 May 2023. No application has been or will be made
for the conversion of the Concert Party GM Notes and the Concert
Party CLNs and exercise of the New Options held by members of the
Concert Party to be admitted to trading on AIM.
SPARK Advisory Partners and Tavira have been engaged as the
Company's nominated adviser and broker respectively in relation to
Admission.
LOCK-INS AND ORDERLY MARKET ARRANGEMENTS
Pursuant to Rule 7 of the AIM Rules, the Existing Directors,
Proposed Directors and the Eco Buildings Vendors; (who together
will own 80.37% of the issued share capital at Admission) have
undertaken to the Company and SPARK Advisory Partners that they
will not dispose of any interest they hold in New Ordinary Shares
for a period of 12 months following Admission and, for a further
period of 12 months thereafter, they will only dispose of an
interest in Ordinary Shares on an orderly market basis through the
Company's then broker.
WARRANTS
At the date of this document, the Company has Existing Warrants
in issue in respect of 21,257,795 Existing Ordinary Shares
exercisable at various dates until 15 December 2024.
On Admission, and following the Share Consolidation and
Sub-division, the Existing Warrants will be exercisable in respect
of 419,358 New Ordinary Shares.
Subject to Admission, Adviser Warrants are being issued over
1,748,017 New Ordinary Shares
OPTIONS
As at the date of this document, the Company has no existing
option arrangements. The Company intends to grant the following
options to current and proposed Directors and key management of the
Company, subject to Admission (the "New Options"):
Expiry
Number of Date of of Option Exercise
Name of Option Holder Options Grant Period Price
third anniversary Placing
Etrur Albani 363,636 Admission of Admission Price
third anniversary Placing
Andrew Allner 363,636 Admission of Admission Price
third anniversary Placing
Fiona Evans 363,636 Admission of Admission Price
third anniversary Placing
Dominic Redfern 363,636 Admission of Admission Price
third anniversary Placing
Sanjay Bowry 454,545 Admission of Admission Price
third anniversary Placing
Christopher Gilbert 363,636 Admission of Admission Price
Total: 2,272,727
On Admission, the options granted to Directors of the Company
will represent 3.24 percent of the Enlarged Issued Share
Capital.
FURTHER INFORMATION
Further information on the Proposals is contained in the
Admission Document which is available on Fox's website:
www.foxmarble.net
Definitions
Except where the context otherwise requires, the following
definitions shall apply throughout this Admission Document:
Act, 2006 Act or the Companies the Companies Act 2006, as amended;
Act
Acquisition the proposed acquisition by the Company
of the entire issued share capital of
Eco Buildings, pursuant to the terms
of the Acquisition Agreement;
Acquisition Agreement the conditional share purchase agreement
dated 28 April 2023 between (1) the Company
and (2) the Eco Buildings Vendors in
relation to the Acquisition, further
details of which are set out in paragraph
13.34 of Part IX of this Admission Document;
Admission admission of the Enlarged Issued Share
Capital to trading on AIM becoming effective
in accordance with Rule 6 of the AIM
Rules;
Admission Document this document;
Adviser Warrants the 1,748,017 warrants (in total) to
be issued to the Nominated Adviser, the
Broker and Oliver Stansfield pursuant
to the warrant instruments dated 28 April
2023, as further summarised in paragraph
13.42 of Part IX of this Admission Document;
AIM the market of that name operated by the
London Stock Exchange;
AIM Rules the AIM Rules for Companies published
by the London Stock Exchange, as amended
from time to time;
AIM Rules for Nominated the AIM Rules for Nominated Advisers
Advisers published by the London Stock Exchange,
as amended from time to time;
Articles the articles of association of the Company
as adopted from time to time, which on
Admission will be the New Articles;
Balkans a peninsula in south eastern Europe,
containing many countries, including
Romania, Moldova, Bulgaria, Greece, Albania,
and the independent states of the former
Yugoslavia: Serbia, Croatia, Slovenia,
North Macedonia, Bosnia and Herzegovina,
and Montenegro;
Board the Directors whose names are set out
on page 10 of this Admission Document;
Bonus Issue the bonus issue of 8,232,857 New Preference
Shares to Shareholders on the Record
Date utilising the Company's share premium
account, further details of which are
set out in paragraph 12 of Part I;
Business Day a day (other than Saturday, Sunday or
a public holiday), on which clearing
banks in the City of London are generally
open for business;
certificated or in certificated a share or other security not recorded
form on the relevant register of the relevant
company as being in uncertificated form
in CREST;
Change of Name the proposed change of name of the Company
to Eco Buildings Group plc, further details
of which are set out in paragraph 10
of Part I of this Admission Document;
City Code the UK City Code on Takeovers and Mergers;
CLN Shares the 2,345,455 New Ordinary Shares to
be issued to the Eco Buildings CLN Holders
pursuant to the conversion of the Eco
Buildings CLNs;
Company or Fox Marble Fox Marble Holdings Plc, a company incorporated
and registered in England and Wales,
with registered number 07811256, whose
registered office is at 160 Camden High
St, London, NW1 0NE;
Concert Party the Eco Buildings Vendors, the Eco Buildings
CLN Holders (excluding James Norwood),
Andrew Allner, Fiona Evans, Christopher
Gilbert and Roy Harrison;
Concert Party GM Notes the loan notes held by Dominic Redfern
that are convertible into up to 173,006
Ordinary Shares in the Company;
Concert Party Placing Shares the 1,409,091 Placing Shares issued to
Laurie Beavers, Roy Harrison, Nigel Luckett
and Dominic Redfern pursuant to the Placing;
Concert Party Series 11 the loan notes held by Nick Dark and
CLNs Nigel Luckett that are convertible into
up to 2,168,066 Ordinary Shares in the
Company;
Consideration Shares the 54,545,455 Ordinary Shares to be
issued to the Eco Buildings Vendors pursuant
to the Acquisition Agreement;
CREST the computerised settlement system (as
defined in the CREST Regulations) operated
by Euroclear which facilitates the transfer
of title to shares;
CREST Regulations the Uncertificated Securities Regulations
2001 (SI 2001/3755) as amended from time
to time, and any applicable rules made
under those regulations;
CSRIRO the Commonwealth Scientific and Industrial
Research Organisation is an agency of
the Australian Government responsible
for scientific research and materials
testing and certification;
Directors the Existing Directors and/or the Proposed
Directors, as the context requires;
Disclosure Guidance and the Disclosure Guidance and Transparency
Transparency Rules Rules sourcebook made by the FCA pursuant
to Part VI of the Listing Rules made
by the FCA under FSMA;
DTR 5 Chapter 5 of the Disclosure Guidance
and Transparency Rules;
Eco Albania Eco Buildings Group Albania Sh.p.k, a
company registered in Albania, and a
wholly owned subsidiary of Eco Buildings;
Eco Buildings Eco Buildings Group Ltd, a company registered
in the United Kingdom;
Eco Buildings Group plc Eco Buildings Group plc, the Enlarged
Group's proposed new name;
Eco Buildings CLNs the convertible loan notes arising from
the investments by the Eco Buildings
CLN Holders, further details of which
are set out in 13.50 of Part IX of this
Admission Document;
Eco Buildings CLN Holders Forest Nominees, Nick Dart, James Norwood,
Nigel Luckett, Laurie Beevers;
Eco Buildings Shares 1,000 ordinary shares of GBP1 each in
the capital of Eco Buildings, comprising
the entire issued share capital of Eco
Buildings;
Eco Buildings Vendors Etrur Albani, Genard Kadiu, Linden Holdings
(Malta) Limited, Dominic Redfern, Thomas
Jackson and Max Kapp;
EEA the European Economic Area;
EMEA Europe, Middle East and Africa;
Enlarged Group the Company and its Group as it will
be constituted following completion of
the Acquisition;
Enlarged Issued Share Capital the issued share capital of the Company
upon Admission;
EU the European Union;
Euro Area the member states of the EU whose currency
is the euro;
Euroclear Euroclear UK & International Limited,
the operator of CREST;
Existing Directors the directors listed as such on page
10 of this Document;
Existing Ordinary Shares the 417,333,753 Ordinary Shares in issue
as at the date of this Admission Document;
Existing Warrants the warrants in existence as at the date
of this Document to subscribe for a total
of 21,257,795 Ordinary Shares, further
details of which are set out in paragraph
12.3 of Part IX of this Document;
FCA the Financial Conduct Authority;
First Sub-division the proposed sub-division of the Existing
Ordinary Shares to take place immediately
prior to the issue of 113,974 Sub-divided
Shares pursuant to which each Existing
Ordinary Share shall be sub-divided into
13 Sub-divided Shares;
Fox Kosovo Fox Marble Kosova Sh.p.k, a company registered
in Kosovo and a wholly owned subsidiary
of the Company;
Fox Marble SPV Fox Marble SPV Ltd, a company registered
in England and Wales and a wholly owned
subsidiary of the Company;
Funders the parties that provided litigation
funding the Company in connection with
the Kosovo Dispute, as further summarised
in paragraph 13.10 of Part IX of this
Document;
FSMA the Financial Services and Markets Act
2000, as amended, including any regulations
made pursuant thereto;
GBP or GBP or pence or pounds sterling and pence, the lawful
p currency from time to time of the United
Kingdom;
General Meeting the general meeting of the Company to
be held on 26 May 2023 at which the Resolutions
will be proposed;
GFRG glass fibre reinforced gypsum, a composite
material used in the Company's walling
system;
GM Notes the EUR1,885,000 convertible loan notes
issued by Fox Marble pursuant to the
terms of a convertible loan note instrument
dated 8 October 2018, as further summarised
in paragraph 13.8 of Part IX of this
Admission Document;
Green Power Green Power Sh.p.k, a company incorporated
in Kosovo and a wholly owned subsidiary
of the Company;
Group the Company including its subsidiary
undertakings and Group Company means
any of them;
HMRC His Majesty's Revenue and Customs;
ICMM the Independent Commission for Mines
and Minerals in Kosovo;
IFRS the International Financial Reporting
Standards and interpretations of those
standards issued or adopted by the International
Financial Reporting Standards Interpretations
Committee;
Independent Director Sir Mark Lyall Grant, being the director
who is independent of the Concert Party
and who is not participating in the Placing;
Independent Shareholders Shareholders who are entitled to vote
on the Rule 9 Waiver Resolution, namely
shareholders who are not members of the
Concert Party nor participating in the
Placing;
ISIN international security identification
number;
KFA Kosovo Forest Agency;
Kosovo Dispute the dispute between the Company and the
Republic of Kosovo as summarised in paragraph
15.2 of Part IX of this Admission Document;
LEI code legal entity identifier code;
Lock-in Agreements the conditional lock-in and orderly marketing
agreements dated 28 April 2023 and made
between the Company and the Locked-in
Parties, details of which are set out
in paragraph 13.39 of Part IX of this
Admission Document;
Locked-in Parties each of the Existing and Proposed Directors
and the Eco Buildings Vendors;
London Stock Exchange London Stock Exchange plc;
Long Stop Date 7 June 2023;
Market Abuse Regulation The Market Abuse Regulation (No. 596/2014)
of the EU as applied in the UK;
MENA Middle East and North Africa;
New Articles the new Articles to be adopted by the
Company, subject to passing of the Resolutions;
New Deferred Shares the new deferred shares of 50 pence each
in the capital of the Company to be created
pursuant to the Second Sub-division having
the rights set out in the Articles;
New Options the new options in respect of Ordinary
Shares to be granted by the Company with
effect from Admission, particulars of
which are set out in paragraph 12.1 of
Part IX of this Admission Document;
New Ordinary Shares the Placing Shares, the CLN Shares and
the Consideration Shares;
New Preference Shares the new irredeemable preference shares
of 1 pence each in the capital of the
Company to be issued to Shareholders
as at the Record Date pursuant to the
Bonus Issue having the rights set out
in the Articles;
Nominated Adviser Agreement the agreement dated 28 April 2023 between
(1) the Company and (2) SPARK, further
details of which are set out in paragraph
13.40 of Part IX of this Admission Document;
North Eco North Eco Limited, a third-party company
incorporated in England and Wales with
company number 14241109 whose registered
office is at 203 Kilburn High Road, London
NW6 7HY;
OM OM Enterprises, a corporate entity established
and operating in India, whose corporate
address is 63/3 B, Sarat Bose Road, Kolkata
- 700025, West Bengal, India;
Option Plan the option plan intended to be adopted
by the Company following Admission as
summarised in paragraph 12.1 of Part
IX of this document;
Ordinary Shares means:
* from the date of this Document until the First
Sub-division, ordinary shares of 1 pence each in the
capital of the Company;
* immediately following the First Sub-division until
the Share Consolidation, the Sub-divided Shares;
* immediately following the Share Consolidation but
before the Second Sub-division, the
Post-Consolidation Shares; and
* following the Second Sub-division and thereafter
(including as at Admission), ordinary shares of 1
pence each in the capital of the Company;
Placees proposed subscribers for Placing Shares
at the Placing Price in the Placing;
Placing the proposed conditional placing of the
Placing Shares at the Placing Price with
Placees pursuant to the Placing Agreement;
Placing Agreement the conditional agreement dated 28 April
2023 between (1) the Company, (2) SPARK,
(3) Tavira, (4) the Existing Directors
and (5) the Proposed Directors relating
to the Placing, further details of which
are set out in paragraph 13.37 of Part
IX of this Admission Document;
Placing Price 55 pence per Placing Share;
Placing Shares the 4,946,313 New Ordinary Shares to
be issued pursuant to the Placing;
Post-Consolidation Shares the ordinary shares of 51 pence each
in the capital of the Company in issue
immediately following the Share Consolidation
but before the Second Sub-division;
Preference Amount all amounts received by the Company as
a consequence of any settlement or final
judgment or determination of the Kosovo
Dispute less:
(a) all taxes payable in connection with
any amounts received;
(b) all court or administration fees
payable in connection with the Kosovo
Dispute, whether in the Republic of Kosovo,
the United Kingdom or elsewhere;
(c) all third party costs incurred in
connection with the Kosovo Dispute, including
but not limited to, all fees payable
to legal advisers, experts and other
advisers;
(d) all costs, fees and charges payable
in connection with the recovery of any
amounts due to the Company as a result
of a settlement, judgment or determination
of the Kosovo Dispute;
(e) all amounts payable to any providers
of litigation funding to the Company;
(f) any other amounts that the Company
reasonably determines ought to be considered
as a cost or charge incurred or payable
in connection with the Kosovo Dispute;
and
(g) 25% of the amounts remaining after
the deduction of the items referred to
in (a) - (f) above, to be retained by
the Company for its continued management
of the Kosovo Dispute;
Preference Amount Determination means the date upon which the Preference
Date Amount is finally determined by the Directors;
Proposals the Acquisition, the Change of Name,
the Share Reorganisation, the Bonus Issue,
the Placing and Admission;
Proposed Directors each of Dr Etrur Albani, Sanjay Bowry,
Dr Ahmet Shala and Dominic Redfern;
Prospectus Regulation the EU Prospectus (Regulation (EU) No.
2017/1129) as it forms part of domestic
UK law pursuant to the he European Union
(Withdrawal) Act 2018;
Prospectus Regulation Rules the Prospectus Regulation Rules of the
FCA made in accordance with the Prospectus
Regulation;
QCA Code the Corporate Governance Code for Small
and Mid-Size Quoted Companies, as published
by the Quoted Companies Alliance;
Record Date the record date for the Share Reorganisation
and the Bonus Issue, being 6.00 p.m.
on 26 May 2023;
Registrar Computershare Investors Plc of 120 London
Wall, London, EC2Y 5ET;
Relationship Agreement the conditional agreement dated 28 April
2023 between (1) Eco Buildings, (2) SPARK
and (3) the Eco Buildings Vendors (further
details of which are set out in paragraph
13.38 of Part IX of this Admission Document);
Resolutions the resolutions to be proposed at the
General Meeting, details of which are
set out in the Notice;
Rex Marble Rex Marble Sh.p.k, a company registered
in Kosovo and a wholly owned subsidiary
of the Company;
RIS Regulatory Information Service, a service
provided by the London Stock Exchange
for the distribution to the public of
company announcements;
Rule 9 Waiver the waiver by the Panel (which is conditional
on the Rule 9 Waiver Resolution) of the
obligations that would otherwise arise
for the members of the Concert Party
to make a general offer for the Enlarged
Group under Rule 9 of the City Code on
Takeovers and Mergers as a consequence
of the allotment and issue of the Consideration
Shares and Concert Party Placing Shares,
the conversion of the Eco Buildings'
CLNs, the Concert Party GM Notes, the
Concert Party Series 11 CLNs and the
exercise of the New Options by members
of the Concert Party, which the Panel
has granted conditional upon approval
of the Independent Shareholders voting
on a poll, further details of which are
set out in paragraph 9 of Part I of this
document;
Rule 9 Waiver Resolution Resolution 15 to be proposed at the General
Meeting in respect of the Acquisition;
Second Sub-division the proposed sub-division of the Post-Consolidation
Shares to take place immediately following
the Share Consolidation pursuant to which
each Post-Consolidation Share shall be
sub-divided into 1 New Ordinary Share
and 1 New Deferred Share;
SEDOL the Stock Exchange Daily Official List
Identification Number;
Series 11 CLNs the GBP2,194,026 convertible loan notes
issued by Fox Marble pursuant to the
terms of a convertible loan note instrument
dated 1 May 2020, as amended on 27 August
2023, as further summarised in paragraph
13.9 of Part IX of this Admission Document;
Share Consolidation the proposed consolidation of the Company's
ordinary share capital immediately following
the Sub-divided Share Issuance, pursuant
to which every 659 Sub-divided Shares
are consolidated into 1 Post-Consolidation
Share of 51 pence each;
Share Reorganisation the First Sub-division, immediately followed
by the Sub-divided Share Issuance, immediately
followed by the Share Consolidation,
immediately followed by the Second Sub-division;
Shareholders holders of Ordinary Shares in the Company
from time to time;
Sub-divided Shares the ordinary shares of GBP0.00076923076
each in the capital of the Company in
issue following the First Sub-division;
Sub-divided Share Issuance the issue of 113,974 Sub-divided Shares
at nominal value by the Company immediately
following the First Sub-division;
uncertificated or in uncertificated a share or other security recorded on
form the relevant register of the relevant
company concerned as being held in uncertificated
form in CREST and title to which, by
virtue of the CREST Regulations, may
be transferred by means of CREST;
United Kingdom or UK the United Kingdom of Great Britain and
Northern Ireland;
USA or US or United States the United States of America, its territories
and possessions, any state of the United
States of America and the District of
Columbia;
VAT value added tax; and
VWAP volume weighted average price.
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.
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END
ACQZZGZDNRGGFZM
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April 28, 2023 13:24 ET (17:24 GMT)
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