AIM Schedule One - Fox Marble Holdings PLC (7711Z)
May 18 2023 - 2:00AM
UK Regulatory
TIDMFOX
RNS Number : 7711Z
AIM
18 May 2023
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION
IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM
RULES")
COMPANY NAME:
Fox Marble Holdings PLC ("Fox Marble" or the "Company")
The Company is proposing to change its name to "Eco Buildings
Group plc" upon completion of a reverse takeover under AIM
Rule 14 of Eco Buildings Group Ltd ("Eco Buildings"), together
the Enlarged Group.
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES) :
Registered Addresses:
Pre-admission
Fox Marble: 160 Camden High Street, London, England, NW1 0NE.
Eco Buildings: Building 3 North London Business Park, Oakleigh
Road South, London, England, N11 1GN
From Admission: 160 Camden High Street, London, England, NW1
0NE.
COUNTRY OF INCORPORATION:
England and Wales
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
www.foxmarble.net (prior to Admission)
www.eco-buildingsplc.com (post Admission)
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE
TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
Fox Marble is a dimension stone company that focuses on marble
quarrying and processing in Kosovo and the Balkans region.
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 will change its name to Eco Buildings PLC at a General
Meeting prior to Admission subject to the acquisition being
approved by Fox Marble's shareholders.
Eco Buildings intends to 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, particularly in the Balkans,
and has initially secured two contracts in Albania that are
expected to generate gross sales revenue of up to EUR114 million
in total over the first three years following Admission.
Eco Buildings was established and acquired 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 Enlarged Group targets growth
in the Balkan region.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS
AS TO TRANSFER OF THE SECURITIES (i.e. where known, number
and type of shares, nominal value and issue price to which
it seeks admission and the number and type to be held as treasury
shares):
Ordinary Shares of GBP0.01 (post Admission) each comprising:
Existing Fox Marble shares* 8,232,857
Consideration Shares 54,545,455
-----------
Number of CLN Shares 2,345,455
-----------
Placing Shares 4,946,313
-----------
Total 70,070,080
-----------
*post a 51 for 1 share consolidation
Pursuant to Rule 7, for the 12 months following Admission,
the Existing Directors, Proposed Directors, together with the
Eco Buildings Vendors have signed Lock-in Agreements which
prevent them from disposing of any Ordinary Shares in the Company.
This amounts to 56,649,540 Ordinary Shares representing c80.9%
per cent. of the issued share capital of the Company at Admission.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
GBP2.7million to be raised on Admission
Target market cap: c.GBP38.5m
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
c80.9%
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH
THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE
OR WILL BE ADMITTED OR TRADED:
N/A
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including
any other name by which each is known):
Existing Directors
Andrew James Allner, Non-Executive Chairman
Christopher Gilbert, Chief Executive Officer*
Fiona Claire Evans (nee Hadfield), Financial Director
Roy James Harrison OBE, Non-Executive Director*
Sir Mark Lyall Grant GCMG, Independent Non-Executive Director
*resigning on Admission
On Admission the following individuals will be appointed to
the Board:
Sanjay Bowry, Chief Executive Officer
Dr Etrur Albani, Non-Executive Director
Dominic Robert Nicholas Redfern, Vice Chairman
Ahmet Shala, Independent Non-Executive Director
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED
AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER
ADMISSION (underlining the first name by which each is known
or including any other name by which each is known):
Shareholder Percentage Pre-Admission Percentage Post-Admission
--------------------------------- ------------------------- --------------------------
Andrew Muir 9.28% < 3%
Premier Miton Group Plc 6.63% < 3%
SPREADEX LTD 6.39% < 3%
Dr Etrur Albani 5.38% 23.99%
Christopher Gilbert 5.12% < 3%
Kesari Tours Pvt 4.56% < 3%
Artemis Investment Management < 3%
LLP 3.23%
Genard Kadiu - 16.35%
Dominic Redfern < 3% 16.33%
Linden Holdings (Malta) Limited - 15.96%
Thomas Jackson - 3.50%
Max Gustav Kapp - 3.11%
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
N/A
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION
DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
(i) The accounting reference date of the Company and Eco Buildings
is 31 December.
(ii) For Fox Marble - unaudited interims to 30 June 2022 and
incorporated by reference; for Eco Buildings unaudited
interims to 30 September 2022;
Final Results for the year ended 31 December 2022 - by
30 June 2023; Unaudited Interim Results for the 6 months
ending 30 June 2023 - by 30 September 2023; and Final
Results for the year ending 31 December 2023 - by 30 June
2024.
(iii)
---------------------------------------------------------------------------------
EXPECTED ADMISSION DATE:
2 June 2023
NAME AND ADDRESS OF NOMINATED ADVISER:
SPARK Advisory Partners Limited
5 St John's Lane
London
EC1M 4BH
NAME AND ADDRESS OF BROKER:
Tavira Securities Limited
13, 88 Wood St
Barbican
London
EC2V 7DA
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE
(POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE
AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
Copies of this document will be available free of charge to
the public during normal business hours on any day (Saturdays,
Sundays and public holidays excepted) at the offices of SPARK
Advisory Partners, 5 St John's Lane, London, EC1M 4BH in accordance
with the AIM Rules. This document is also available for download
from the Company's website at www.foxmarble.net up to Admission
and at www.eco-buildingsplc.com post Admission.
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECI DED TO
APPLY
The QCA Corporate Governance Code issued by the Quoted Companies
Alliance
DATE OF NOTIFICATION:
18 May 2023
NEW/ UPDATE:
NEW
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END
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