Proposed Acquisition, Convertible Loan Note and Temporary Suspension

Fox Marble Holdings plc
(“Fox Marble” or the “Company”)

Fox Marble, the AIM listed company focused on marble quarrying and processing in Kosovo and the Balkans region, is pleased to announce that it has arranged funding by way of a convertible loan note of £400k.  The purpose of this fundraising is to provide a loan facility to assist in the planned acquisition of the entire issued share capital of ECO Buildings Group Limited (“Eco Buildings”) (the “Proposed Acquisition”). The Company has agreed heads of terms with Eco Buildings for the Proposed Acquisition.

Proposed Acquisition

The Proposed Acquisition will constitute a reverse takeover pursuant to AIM Rule 14 under the AIM Rules for Companies.

As part of the process, Fox Marble intends to undertake a significant capital expansion, including capital reorganisation and change its name to ECO Buildings Group Plc (the “Enlarged Group”). The Proposed Acquisition is conditional on, inter alia, certain approvals and a shareholder vote at a General Meeting of the Company.  There can be no certainty nor guarantee that the Proposed Acquisition will complete.

Eco Buildings, a recently incorporated English private limited company will design, manufacture, and construct buildings made from glass fibre reinforced gypsum (GFRG) modular sections that capture cost and design efficiencies and advantages in build quality and performance that traditional building methods cannot deliver.

It is the Company’s intention that the Proposed Acquisition will be structured in such a way that any benefits arising from the successful conclusion of its legal proceedings against the Republic of Kosovo, as previously announced on 30 September 2021, will be distributed to the benefit of the current shareholders of the Company only. 

Convertible Loan Note

As part of the Proposed Acquisition, Fox Marble has raised approximately £400k by way of a convertible loan note (“CLN”) with which it has made a loan facility of up to £400k available to ECO Buildings for general working capital needs ahead of the Proposed Acquisition (the “Loan Facility”).  The Loan Facility will have an interest rate of 2% per annum and may be drawn down in four tranches.  The Loan Facility is repayable on the earlier of (i) the date of completion of the Proposed Acquisition, (ii) twelve months after the date of the heads of terms, or (iii) three months after the date that the Proposed Acquisition negotiations are terminated.

The CLN will carry an interest rate of 2% per annum deferred for 2 years and a term of 5 years.  The CLN is convertible into Fox Marble ordinary shares at a price of 6 pence per share. Should the Proposed Acquisition not be completed by 31 December 2022, the CLN will only be repayable to the extent that the Loan Facility is repaid to Fox Marble.

Temporary Suspension

Accordingly, at the request of the Company, the Company's ordinary shares will be suspended from trading on AIM with effect from7.30 a.m. on 11 April 2022, pending either the publication of an admission document or until the Proposed Acquisition negotiations are terminated.

Pursuant to AIM Rule 41, if the Company’s ordinary shares have been suspended from trading for a period of six months, the admission of its ordinary shares to trading on AIM will then be cancelled.

A further announcement will be made in due course.

Chris Gilbert, CEO, commented

“The opportunity for Fox Marble to undertake the Proposed Acquisition represents a unique significant move to grow into a much larger group with the expectation of increased growth as a result. Housing is one of the basic human needs and is fundamental to reduce poverty, provide equal opportunities and this scheme will allow the combined group to address the very large housing deficit that exists in many parts of the world which its housing product is very efficiently able to solve. It is not only relatively inexpensive compared to other building methods, but also robust, high quality and fast to manufacture, deploy and erect on site.  The Fox Marble business unit within the Enlarged Group will continue to grow its own business as previously and additionally benefit from supplying its processed marble to the housing manufactured and installed by the Eco Buildings unit.

“Globally, while governments and international bodies place a high priority on making housing available and affordable, they struggle to meet this challenge because traditional construction is inherently high cost in terms of labour, raw material and environmental impact.  ECO building provides one way to help address this crisis.”

Ends

This announcement contains inside information for the purposes of Regulation 11 of the Market Abuse (amendment) (EU exit) Regulations 2019/310. The Directors of the Company take responsibility for this announcement.

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

Quatro PR

Gary Pleasants

Tel: +44 (0)207 566 7963/+44 (0)7966 487 739

Mark Herbert

Tel: +44 (0)7770 381608

Allenby Capital Limited (Joint Broker)

Nick Naylor/Nick Athanas/Liz Kirchner (Corporate Finance)

Amrit Nahal (Sales and Corporate Broking)

Tel: +44 (0)20 3394 2973

Tavira Securities Limited (Joint Broker)

Oliver Stansfield/Jonathan Evans

+44 (0)203 192 1739

Cairn Financial Advisers (Nomad)

Sandy Jamieson/Liam Murray/Ludovico Lazzaretti

Tel: +44 (0)20 7213 0880

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.

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.

Update re Acquisition of Green Power and Scope

Fox Marble Holdings plc
(“Fox Marble” or the “Company”)

Fox Marble, the AIM listed company focused on marble quarrying and processing in Kosovo and the Balkans region has suspended operations in its Malesheva quarry in Kosovo pending a resolution to the dispute disclosed on the 26 June 2019.

In the meantime Fox Marble is concentrating on its operations in the Cervenilla and Syrigane quarries in Kosovo which contain its desirable Grigio Argento, Flora, Rosso Cait, Etrusco Dorato and Breccia Paradisea stone.  In addition the Alexandrian White and Alexandrian Blue material from its quarry in Macedonia continues to attract more demand around the world with increasing sales due to increased production.

The Company, based on legal advice, continues to believe that the claims challenging the enforceability of the acquisition agreement of Green Power and Scope are wholly unfounded.

Chris Gilbert, CEO, commented

“We are working hard to resolve this temporary difficulty in this one quarry and believe that our rights will be asserted successfully as has been the case in the past.  In the meantime I anticipate that orders for our processed material from our factory will increase and we will update the market with growing sales of this higher margin part of our business”.

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
Fiona Hadfield, Finance Director
Tel: +44 (0) 20 7380 0999

Brandon Hill Capital (Joint Broker)
Oliver Stansfield
Tel: +44 (0) 20 3463 5000

Optiva Securities (Joint Broker)
Christian Dennis / Jeremy King
Tel:+44 (0) 20 3137 1902

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.

Acquisition of Green Power and Scope

04 April 2019

Fox Marble Holdings plc
(“Fox Marble” or the “Company”)

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 £1,300,000 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 £1,000,000 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 £300,000 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.

Acquisition of Gulf Marble Investments Limited

11 October 2018

Fox Marble Holdings plc
(“Fox Marble” or the “Company”)

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 acquired Gulf Marble Investments Limited (Dubai) its joint venture partner based in the Prilep Alpha Quarry in Macedonia, including all the rights attached to that Company.

Under the terms of the original agreement to acquire the Prilep Alpha quarry in Macedonia in 2013, Gulf Marble Investments Limited provided the funds to acquire the license to the site and capital investment amounting to €1.7 million, and then entered into an operating agreement with Fox Marble to operate the quarry.  In compensation Gulf Marble Investments Limited was provided with a royalty amounting to 40% of the gross revenues received from the sale of its block marble from the quarry.  The acquisition of the quarry rights in Prilep Alpha was originally announced on the 4 July 2013.

Through the acquisition of 100% of the share capital of Gulf Marble Investments Limited, Fox Marble will effectively re-acquire all the 40% gross revenue royalty, as well as all the assets and capital equipment held by the entity.

As consideration for the acquisition Fox Marble has issued an Unsecured Convertible Loan Note (“Loan Note”) in the amount of €1.785 million.  Under the terms of the Loan Note, the holder may elect to convert at a conversion price of 130% of the 3 month volume weighted average share price.   The Loan Note is repayable from the 1 October 2020.  The Loan Note carries an interest rate of Libor plus 1.5% payable annually in arrears.

Following the issue of the Convertible Loan Note detailed above the Company has a total of £2.85 million Convertible Loan Notes outstanding.

Chris Gilbert, CEO, commented

“Our arrangements at the time afforded us the unique opportunity to not only acquire the rights to a white marble quarry containing the world famous white from the Prilep region of Macedonia but to develop the quarry to commercial standards.  Our joint venture partners Gulf Marble have been instrumental in achieving this and we are grateful to them for helping us reach this goal.  We look forward to seeing the benefits of our increased participation in the Prilep Alpha quarry feeding through to the bottom line going forward from our activities in Macedonia”

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

Jo Turner

Tel: +44 (0) 20 7213 0880

Yellow Jersey PR (PR & IR)

Georgia Colkin

Katie Bairsto

Tel: +44 (0) 7825 916 715

Tel: +44 (0) 7946 424 651

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.