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 
 

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.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

PAAUBSOROUUVAAR

(END) Dow Jones Newswires

May 18, 2023 03:00 ET (07:00 GMT)

Fox Marble (LSE:FOX)
Historical Stock Chart
From Sep 2024 to Oct 2024 Click Here for more Fox Marble Charts.
Fox Marble (LSE:FOX)
Historical Stock Chart
From Oct 2023 to Oct 2024 Click Here for more Fox Marble Charts.