TIDMFOX
RNS Number : 7233Q
Fox Marble Holdings PLC
30 June 2022
30 June 2022
Fox Marble Holdings plc
("Fox Marble" or the "Company")
Preliminary Results for the year ended 31 December 2021
Fox Marble, the AIM listed company focused on marble quarrying
and finishing in Kosovo and the Balkans region, announces its
unaudited preliminary results for the year ended 31 December 2021.
The Company is in the process of finalising its audited results for
the year ended 31 December 2021 and so will not be in a position to
publish its audited final results before the end of June 2022 and
fulfil its AIM Rule 19 obligation. The delay in publication relates
to the cumulative structural impact of Covid-19, including related
staffing issues, on the accounts completion and audit process .
Further to the announcement of 11 April 2022, the Company
remains suspended from trading on AIM, 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 on publication
and posting of the Company's audited final results.
Highlights for the year ended 2021
-- Revenue for the year of EUR0.6 million (2020 - EUR0.7
million). Revenue from the sale of processed marble consistent with
prior year at EUR0.6 million (2020 - EUR0.6 million) driven by a
number of large-scale contracts for projects in Kosovo. Revenue
from the sale of block marble remains at a low level due to the
ongoing impact of the COVID-19 pandemic on the marble market and
increased shipping and energy costs.
-- Operating loss for the year of EUR1.7 million (2020 - loss of
EUR2.6 million). Loss for the year of EUR1.9 million (2020 - loss
of EUR2.8million), due to a lower provision for stock. Adjusted
LBITDA of EUR1.2 million (2020 - LBITDA of EUR1.4 million) helped
by strict measures to control cost.
-- Further sales agreements worth in excess of EUR0.8 million
signed in 2021 for processed marble to be supplied to projects in
Kosovo over 2021 and 2022 from our factory in Prilep. These include
agreements to supply marble for a new municipal contract in
Mitrovice worth EUR0.2 million, and with the Berisha building group
for supply of marble to their projects with an expected value of
EUR0.2 million. The factory currently has an order book of
contracted and active projects with a value of EUR2.3 million.
-- Appointment of Dentons Europe CS LLP and Samuel Wordsworth QC
and secured funding in respect of the EUR195 million arbitration
case against the Republic of Kosovo.
-- Production at our quarries continues to be strictly
controlled due to the ongoing disruption in the market for block
marble. Production for the year to 31 December 2021 was 3,200
tonnes (2020 - 6,060 tonnes). The Company continues to use its
existing stock of blocks to supply material for the factory.
Highlights year to date 2022
-- Sales to 30 May 2022 were EUR282k (2021 - EUR108k) an increase of 160% on prior year.
-- Fox Marble agreed heads of terms for the proposed acquisition
of Eco Buildings Group Limited. Eco Buildings 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.
-- The Company has arranged funding by way of a convertible loan
note of GBP400k with which it has made a loan facility of up to
GBP400k available to ECO Buildingsfor general working capital needs
ahead of the proposed acquisition. .
-- The Proposed Acquisition will constitute a reverse takeover
pursuant to AIM Rule 14 under the AIM Rules for Companies. Fox
Marble intends to undertake a significant capital expansion,
including capital reorganisation and change its name to ECO
Buildings Group Plc. 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.
Chris Gilbert, CEO, commented "2021 has been a challenging year
caused by the global pandemic and the cessation of our
international block business as a result. However, Fox has found a
domestic market serviced from the processed marble from its factory
in Kosovo which has grown from a standing start in the previous
year. The proposed acquisition of Eco Buildings will enhance the
sales from Fox's existing business in processed marble and also
substantially transform the company in size, revenue generation and
scale as it benefits from the supply and manufacturing agreements
already in place and additional areas of activity within the
buildings materials sector."
For further information please visit www.foxmarble.net .
This announcement contains inside information for the purposes
of the UK Market Abuse Regulation and the Directors of the Company
are responsible for the release of this announcement.
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 Alexandrian Blue,
Alexandrian White, Breccia Paradisea, Etruscan gold and Grigio
Argento and are gaining sales 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.
Chairman's statement
The marble industry continues to operate in very challenging
conditions. The block market continues to be significantly affected
by the ongoing repercussions of the Covid-19 pandemic. Pricing for
block marble is still materially below pre-Covid levels, as
quarries in the region scramble to deal with stock backlogs,
increased shipping and energy costs as well as significantly lower
demand from markets such as India and China. In the face of these
ongoing challenges Fox Marble has focused on securing working
capital, and on growing its processed marble trade within
Kosovo.
We continue to consider opportunities to grow our marble reserve
base within the Kosovo region, with a number of applications for
Exploration Permits pending with International Commission for Mines
and Minerals. Each opportunity is considered on its merits and
subject to a comprehensive assessment of the quarry's opportunities
and resource.
Operating losses for the year decreased to EUR1.7 million (2020
- EUR2.6 million), with a lower provision recognised on stock of
EUR0.1 million (2020 - EUR0.9 million) and cost controls. Through
what has been a very tough year, we continue to monitor and control
working capital. The Board has carefully considered its
responsibilities around assessment of going concern and in doing so
the Board has considered its forecasts, the impact of the proposed
acqusition, the pipeline of sales and its ability to raise further
funds if necessary.
On the 11 April 2022 the Company announced its proposed
acquisition of Eco Buildings Group Ltd ("Eco Buildings"). Eco
Buildings is a manufacturer of GFRG panels for use in construction,
and has secured large contracts for the supply of housing in the
Balkans. The Board has given careful consideration to every step of
the proposed acquisition of Eco Buildings. We believe this
transaction will be transformational for the group, and provide
significant opportunities for our existing shareholders. Eco
Buildings represents a new phase for the Company, and one that will
enhance both companies.
Our Arbitration case brought against the republic of Kosovo is
ongoing and we continue to believe the Kosovan Government to be in
clear breach of its responsibilities towards the Company as a
foreign investor in Kosovo and that this action is in the best
interests of its shareholders and employees. The Company
anticipates a fair and satisfactory resolution. The Stone Alliance
project remains part of the Group's long term plan, but progress on
this matter is currently dependent on the outcome of the
arbitration proceedings.
Sir Mark Lyall Grant joined the board as a Non-executive
Director in April 2022 . Sir Mark is one of the United Kingdom's
most senior public servants, with more than 30 years of experience
in leadership, policy making, negotiation and public presentation.
We are pleased to welcome Sir Mark to the Board and look forward to
benefitting from his wealth of experience.
I would like to thank all our employees who are very committed
and hardworking, and, importantly have embraced our vision to
establish Kosovo and the Balkans as a major supplier of
high-quality marble worldwide.
Andrew Allner
Non-Executive Chairman
Strategic Report
Sales and marketing
Sales for the year were EUR0.6 million (2020 - EUR0.7 million).
The block marble market continues to be impacted by the Covid 19
pandemic as well as a significant increase in global shipping
rates. The processed marble market has shown more positive
signs.
A number of new contracts were signed for processed marble in
2021 which, together with contracts signed in 2020, have been
supplied through 2021 and will continue through to 2022.
-- A contract to supply 6,500 square metres of cut and finished
paving tiles for installation in the town square for the
Municipality of Kamenica in Kosovo in March 2021. Fox Marble has
been processing blocks of a range of marble from its own quarries
for this project and supplying this material from its factory in
Kosovo over the course of 2021 with EUR118k sales made to 31
December 2021. The total value of the contract is in excess of
EUR160,000.
-- A contract to supply 20,000 square metres of cut and finished
paving tiles for installation in the town square for the
Municipality of Mitrovice in Kosovo was signed in April 2021. Fox
Marble will be processing blocks of a range of marble from its own
quarries for this project and supplying this material from its
factory in Kosovo over the course of 2022. The total value of the
contract is in excess of EUR186k.
-- In addition, in December 2021 the Company signed a
non-binding agreement to supply Unik Construction LLC with up to
30,000 square metres of material for ongoing projects they are
planning across Europe.
-- In March 2022, Fox Marble signed a contract with BA
Engineering, a local Kosovan construction company with multiple
developments in Kosovo. Given BA Engineering is also engaged in
developing a number of large prestigious projects in Kosovo, the
Company believes this will be the first of a series of orders that
BA Engineering will place.
Factory
A 5,400 square metre double skinned steel factory for the
cutting and processing of blocks into polished slabs and tiles has
been erected on a 10-hectare site that the Company acquired in
Lipjan in 2013, close to Pristina airport in Kosovo.
In June 2020, the Company announced that it had acquired two
additional automatic CNC cutting machines to be installed in its
factory in Kosovo. The two machines were manufactured by Simec Srl
and Garcia Ramos SA and with the existing Gravellona Machine Marmo
CNC machine has doubled the capacity to cut tiles.
The machines, and procedural improvements implemented have
helped drive an increase in processing volumes. The factory
processed 30,529 square metres of slabs in 2021 (2020 - 29,737
square metres) and over 20,184 square metres of tile and cut to
size material processed (2020 - 24,000 square metres).
In 2021 Fox Marble has continued its focus on the local market
for its processed material and range of products from cut and
polished tiles to stair pieces, door and window lintels to
slabs.
Quarry Operations
Prilep
The Company entered into an agreement to operate a quarry in
Prilep, North Macedonia in 2013. The agreement was for a period of
20 years with an irrevocable option to extend the period for a
further 20 years thereafter. The Prilep quarry contains highly
desirable white marbles, Alexandrian White and Alexandrian Blue.
This is one of a small cluster of quarries, in the Stara river
valley, overlooked by the Sivec pass. Quarrying operations were
stopped in April 2020 as a result of the COVID-19 crisis. It was
reopened in August 2020, though to a limited level. Production in
2021 was 2,456 tonnes (2020 - 4,955 tonnes) as the Company manages
level of production to strictly match demand, and preserve working
capital till the block market is back to normal. The Company held
in stock over 13,000 tonnes of material at 31 December 2021.
A royalty of 35% of gross revenue is payable to the original
licence holder of the quarry.
The Company also has the rights to an additional adjacent
quarry, Prilep Omega, which it acquired in 2014. The Company has
not yet developed this quarry.
Cervenillë
This site was the first of our quarries to be opened in November
2012. It is being exploited across three separate locations
(Cervenillë A, B & C) from which red (Rosso Cait), red tinged
grey (Flora) and light and darker grey (Grigio Argento) marble is
being produced in significant quantities. The polished slabs from
this quarry have sold well. The most noteworthy sales included
those to St George PLC (Berkeley Homes) for the prestigious Thames
riverside Chelsea Creek development in London.
In 2016, the decision was made to focus quarry resources at the
nearby Maleshevë quarry to accelerate development to address
expected demand. Quarry staff and equipment were therefore re
allocated from this quarry. Production was re-started in September
2020 to address the anticipated upcoming demand for Grigio Argento
from existing and future contracts. Production in 2021 was 744
tonnes (2020 - 1,112 tonnes), as the Company manages level of
production to strictly match demand, and preserve working capital
till the block market is back to normal.
Syriganë
The quarry at Syriganë is open across four benches with a
significant block yard adjacent to the quarry site. The site
contains a variety of the multi-tonal breccia and Calacatta-type
marble and produces significant volumes of breccia marble in large
compact blocks. Output is marketed as Breccia Paradisea
(predominantly grey and pink) and Etrusco Dorato (predominantly
gold and grey).
Maleshevë
In October 2015, the Company acquired the rights to a
300-hectare site close to the Company's existing licence resource
in Maleshevë from a local company. By November 2015, this quarry
had been opened and the first blocks extracted and sent for
testing. The quarry was operated subject to an agreement with the
licence holder, Green Power Sh.P.K ("Green Power"), a company
incorporated in Kosovo, which granted Fox Marble's Kosovan
subsidiary the rights to develop and operate the quarry, in return
for a royalty arrangement.
The quarry contained a mixture of Illirico Bianco, Illirico
Superiore and the silver-grey marble Illirico Selene. The initial
market response to both the Illirico Selene and Illirico Bianco was
very positive and to address this anticipated demand the Company
has invested significant resources and effort since 2016 to
accelerate the development of these quarries to produce multiple
open high-volume benches capable of producing blocks in the
quantities to meet demand. The Company quarried 2,850 tonnes during
2019 (2018 - 7,278 tonnes).
On 4 April 2019, Fox Marble announced it had conditionally
acquired the entire share capital of Green Power, for a
consideration of GBP1,000,000 to be satisfied by the issue of
13,000,000 new ordinary shares in the Company at a price that
equates to 7.69 pence per share. However, prior to approval of the
issue of shares at the Company's AGM in June 2019, Green Power
announced their intention to breach the agreed acquisition contract
and blocked Fox Marble's access to the quarry site.
Quarry production at the Maleshevë quarry in Kosovo was stopped
in July 2019 as a result of the ongoing dispute with Green Power
Sh.P.K.. The Company has filed civil claims in Kosovo against Green
Power Sh.P.K. for breach of contract and damages, in addition to
the wider Arbitration case launched against the Government of
Kosovo, as announced in September 2019. Further details on the
arbitration claim can be found below.
Arbitration Proceedings
On 4 September 2019, Fox Marble launched United National
Commission on International Trade Law (UNCITRAL) arbitration
proceedings, against the Republic of Kosovo for damages in excess
of EUR195 million, as a result of the failure of the State to
protect Fox Marble's rights over the Maleshevë quarry.
The Company believes the Kosovan Government to be in clear
breach of its responsibilities towards the Company as a foreign
investor in Kosovo and that this action is in the best interests of
its shareholders and employees. The Company anticipates a fair and
satisfactory resolution. All the Company's other operations,
including the quarries and processing factory in Kosovo and the
Prilep quarry in Northern Macedonia, are unaffected.
The background to the claim is the dispute arising with the
former shareholders of Green Power Sh.P.K and Scope Sh.P.K, which
has resulted in Fox Marble being prevented from operating the
Maleshevë quarry. Since the dispute arose, Fox Marble has been
working to resolve the matter with the appropriate Kosovan
Government agencies, namely the Kosovo mining regulator, the
Independent Commission of Mines and Mineral ("ICMM") and the
Agjencia e Regjistrimit të Bizneseve ("ARBK"), the Kosovo business
registration agency. However, in what is a clear breach of Kosovo
Law 04/L-220 "On Foreign Investment" (2014), Fox Marble has been
prevented from asserting its rights in these matters.
Despite the cumulative weight of evidence, Fox Marble was denied
the right to appeal any decision relating to the Maleshevë quarry
in direct contravention of the provisions of the Kosovo foreign
investment law, Law 04 /L-220. As a direct consequence of the ARBK
and ICMM decisions, the Company has brought arbitration proceedings
against the Republic of Kosovo pursuant to Article 16 of the Kosovo
foreign investment law (as above). The basis of the claim for
damages is the investment made to date in the Maleshevë quarry,
loss of future revenues associated with the site and future
investment plans in Kosovo. Significant future investment plans are
the subject of the MOU signed in October 2016 by the Government of
Kosovo and Stone Alliance LLC which is majority owned by Fox
Marble.
On 16 December 2020 the Company announced that it had engaged
the services of Dentons CS Europe LLP to act on the Company's
behalf in its circa EUR195 million claim against the Republic of
Kosovo. Dentons have agreed a fee arrangement which enables Fox
Marble to bring the Arbitration through to its conclusion.
The Company announced the appointment of the eminent British
Barrister and Queens Counsel, Samuel Wordsworth QC of Essex Court
Chambers on the 19 May 2021. He will work with Dentons Europe CS
LLP, the world's largest law firm by number of lawyers, in support
of the Company's EUR195M claim against the Republic of Kosovo.
Proposed Acquisition and Suspension
On 11 April 2022, Fox Marble announced that it has arranged
funding by way of a convertible loan note of GBP400k ("Loan
Facility"). 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 (the "Proposed
Acquisition") and support the erection of a purpose built factory
building in Albania on a 7,600 sq m site in Durres. The Company has
agreed heads of terms with Eco Buildings for the Proposed
Acquisition.
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.
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. 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.
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.
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 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.
Financing
On 4 January 2021 the Company issued 65,500,000 new ordinary
shares at a price of 1.60 pence per share through its broker to
raise GBP1.0 million before expenses. On 12 February 2021 the
Company issued 5,000,000 new ordinary shares at a price of 1.60
pence per share in settlement of a consultancy fee of GBP80,000. On
22 December 2021 the Company issued 38,461,579 shares at a price of
1.30 pence per share through their broker to raise GBP0.5 million
before expenses.
The Company continues to carefully manage its working capital
position and will need to raise further capital in the future.
COVID-19 Response
The spread of Coronavirus (COVID-19) continues to have a
significant impact across industries worldwide, including the
marble extraction and processing market, given the changeable
international travel and working restrictions in place in many
countries. The Board's highest priority is the continued wellbeing
of its employees, customers and stakeholders both in the UK and
Kosovo. Given the continued uncertainty on the potential impact and
duration of the COVID-19 pandemic, the Board has taken pre-emptive
steps not only to ensure the well-being of those affected, but also
to best position the Company for future operations.
Demand for block marble fell significantly in January 2020 as a
result of travel restrictions placed on China, the principal buyers
of the Company's block marble. The spread of the virus into Europe
and the resulting impact on cross border travel and trade magnified
this effect through 2020 and 2021. As travel restrictions have
lifted, the market for block marble continues to show weakness as a
result of increased transport and fuel costs, and continued
uncertainty in China. The Company elected to suspend production at
the quarries during 2020 in order to keep operational cash flow
neutral until the international block marble market returns to
normality. Production at the quarries continues to be tightly
managed, with quarries in use solely to meet known demand for
blocks.
Stone Alliance Project
In October 2016, Fox Marble announced that Stone Alliance LLC, a
new company formed and 59% owned by Fox Marble, signed a
non-binding Memorandum of Understanding with the Parliament of
Kosovo with the aim of creating a world class new stone industry
for Kosovo. The Company has been granted Commercial Advocacy by the
Advocacy Centre of the United States Department of Commerce,
ensuring the company benefits from the active support of the US
Government. Through submission of exploration licences, Stone
Alliance now has exclusive rights for a 40-year period to 40 quarry
sites offering a variety of marble and dimension stone. Stone
Alliance intends to raise a minimum EUR100m from external sources
to facilitate the opening of 40 proposed marble quarries and
factories over a five-year period in the region with a view to
establishing Kosovo as a global presence in the stone industry,
creating in excess of 2,000 jobs.
Fox Marble's role, in addition to being a major shareholder
within the Stone Alliance project, will be as follows:
-- To provide expertise on technical matters, including quarry
operations, gained from having been the sole marble quarry owner
and operator in the region; in addition, Fox Marble will provide
management and strategic services to Stone Alliance in the initial
phases of the operations allowing Stone Alliance to progress more
quickly in its development. These services will be provided by Fox
Marble at cost plus an agreed margin.
-- To provide the sales and marketing platform to sell Stone
Alliance material. Fox Marble will provide access to its customer
database and use of the Fox Marble brand to facilitate the entry of
the Stone Alliance product to the market. Fox Marble will act as a
sales agent and in return it will earn a commission on sales of the
Stone Alliance product.
-- The Chairman and CEO of Fox Marble Holdings Plc both sit on the board of Stone Alliance.
Progress on the Stone Alliance is on hold pending the resolution
of the arbitration proceedings.
Key Performance Indicators 2021 2020
------------------------------------ --------------- ---------------
Number of operational quarries 4 4
Quarry production (tonnes) 3,200 6,060
Revenue EUR646,064 EUR715,900
Average recorded selling price
(blocks per tonne) EUR83 EUR120
Average recorded selling processed
(per sqm) EUR25 EUR28
EBITDA (EUR1,387,116) (EUR2,435,315)
Operating loss for the year (EUR1,650,693) (EUR2,637,872)
(EUR1,895,738 (EUR2,804,371
Loss for the year ) )
The Group recorded revenues of EUR646,064 in the year ended 31
December 2021 (2020 - EUR715,900). Revenues for the year fell as a
direct result of the Covid-19 pandemic's effect on block sales,
partially offset by significant growth in the sale of processed
marble. The Group incurred an operating loss of EUR1,650,693 for
the year ended 31 December 2021 (2020 - EUR2,637,872). The lower
operating loss is due to the fall in the level of stock provision
recognised in 2021 compared to 2020. The Company has recognised an
additional provision of EUR118,137 (2020 - EUR926,762) on the stock
held by the Group, with the large provision recognised in 2020 due
to the impact of the market disruption caused by the pandemic on
block pricing. The average recorded selling price per sqm for
processed material remained consistent with the prior year. The
fall in the selling price per sqm for block material has been
driven by the disruption of COVID 19 on the international block
market.
The Group incurred a loss after tax for the year ended 31
December 2021 of EUR1,895,738 (2020 - EUR2,804,371).
Reconciliation of EBITDA to Loss Year to Year to
for the year 31 December 31 December
2021 2020 EUR
EUR
---------------------------------- --------------- --------------
(EUR2,924,086
Loss for the year before tax (EUR1,895,738) )
Plus/(less):
Net finance costs/(income) 245,045 286,214
Depreciation 219,213 158,751
Amortisation 44,364 43,807
EBITDA (1,387,116) (2,435,315)
Plus/(less):
Inventory Provision 118,137 927,481
Share option charge 19,444 21,355
Adjusted EBITDA (1,249,535) (1,486,119)
The Company does not anticipate payment of dividends until its
operations become significantly cash generative.
Risk
Fox Marble recognises that risk is inherent in its business
activities. Its risks can have a financial, operational or
reputational impact. The Company's system of risk identification,
supported by established governance controls, ensures that it
effectively responds to such risks, whilst acting ethically and
with integrity for the benefit of our stakeholders.
Once identified, risks are evaluated to establish root causes,
financial and non-financial impacts, and likelihood of occurrence.
Consideration of risk impact and likelihood is considered to create
a prioritised risk register and to determine which of the risks
should be considered as a principal risk. The effectiveness and
adequacy of mitigating controls are assessed. If additional
controls are required, these will be identified, and
responsibilities assigned.
The Group's management is responsible for monitoring the
progress of actions to mitigate key risks. The risk management
process is continuous; key risks are reported to the Audit
Committee and at least once a year to the full Board.
Chris Gilbert
Chief Executive Officer
Unaudited Consolidated Statement of Comprehensive Income
For the year ended 31 December 2021
Note 2021 2020
EUR EUR
------------------------------------ ----- ------------ ------------
Revenue 646,064 715,900
Cost of sales (530,295) (559,358)
------------ ------------
Gross profit 115,769 156,542
============ ============
Administrative and other operating
expenses (1,766,462) (2,794,414)
Operating loss (1,650,693) (2,637,872)
============ ============
Finance costs (386,198) (456,786)
Finance income 141,153 170,572
Loss before taxation (1,895,738) (2,924,086)
============ ============
Taxation credit - 119,715
Loss for the year (1,895,738) (2,804,371)
============ ============
[
Other comprehensive income - -
============ ============
Total comprehensive income
for the year attributable to
owners of the parent company (1,895,738) (2,804,371)
============ ============
Earnings per share
Basic earnings per share 2 (0.005) (0.01)
Diluted earnings per share 2 (0.005) (0.01)
Unaudited Consolidated Statement of Financial Position
As at 31 December 2021
2021 2020
As at 31 December Note EUR EUR
------------------------------- ------ ------------- -------------
Assets
Non-current assets
Intangible assets 2,748,771 2,793,135
Property, plant and equipment 4,429,161 4,818,716
Total non-current assets 7,177,932 7,611,851
============= =============
Current assets
Trade and other receivables 1,134,487 1,152,317
Inventories 2,986,621 3,041,278
Cash and cash equivalents 558,282 377,678
Total current assets 4,679,390 4,571,273
============= =============
Total assets 11,857,322 12,183,124
============= =============
Current liabilities
Trade and other payables 1,407,652 1,560,865
Borrowings 1,997,852 1,841,493
Total current liabilities 3,405,504 3,402,358
============= =============
Non-current liabilities
Deferred tax liability 84,504 84,504
Lease Commitments 146,202 260,481
Borrowings 2,704,916 2,799,128
Total non-current liabilities 2,935,622 3,144,113
============= =============
Total liabilities 6,341,126 6,546,471
============= =============
Net assets 5,516,196 5,636,653
Equity
Called up share capital 4,958,386 3,721,007
Share premium 32,575,443 32,056,986
Accumulated losses (32,179,224) (30,283,485)
Share based payment reserve 126,046 106,602
Other reserve 35,543 35,543
Total equity 5,516,194 5,636,653
============= =============
Unaudited Consolidated Statement of Cash Flows
For the year ended 31 December 2021
Note 2021 2020
EUR EUR
----------------------------------------------- ------- ------------------ ------------
Cash flows from operating activities
Loss before taxation (1,895,738) (2,924,086)
Adjustment for:
Finance costs 386,198 456,786
Finance income (141,153) (170,572)
Operating loss for the year (1,650,693) (2,637,872)
================== ============
Adjustment for:
Amortisation 44,364 43,807
Depreciation 318,481 420,693
Disposal of PPE 42,311 28,571
Equity settled transactions 19,444 21,355
Provision for impairment of receivables 69,515 14,359
Provision for inventory 118,137 927,841
Changes in working capital:
(Increase)/Decrease in trade and
other receivables (51,685) 135,723
Increase in inventories (63,481) (40,721)
Decrease in accruals (129,408) (46,807)
(Decrease)/Increase in trade and
other payables (23,804) 424,324
Net cash used in operating activities (1,306,819) (708,727)
================== ============
Cash flow from investing activities
Expenditure on property, plant &
equipment (37,440) (179,635)
Expenditure on rights of use assets (62,556) -
Interest on bank deposits 42 189
------------
Net cash used in investing activities (99,954) (179,446)
==================
Cash flows from financing activities
Proceeds from issue of shares (net
of issue costs) 1,755,836 763,904
Repayment of loan notes (83,905) -
Interest paid on loan note instrument (84,554) (76,470)
Net cash generated from financing
activities 1,587,377 687,434
================== ============
Net increase/(decrease) in cash
and cash equivalents 180,604 (200,739)
Cash and cash equivalents at beginning
of year 377,678 578,417
Exchange losses on cash and cash
equivalents
Cash and cash equivalents at end
of year including restricted cash 558,282 377,678
Unaudited Consolidated Statement of Changes in Equity
For the year ended 31 December 2021
Share based Accumulated
Share Capital Share Premium payment reserve Other Reserve losses Total equity
Note 12 12
EUR EUR EUR EUR EUR EUR
----------------- -------------- -------------- ----------------- -------------- ----------------- -------------
Balance at 1
January 2020 3,220,221 31,793,870 85,247 35,543 (27,479,114) 7,655,767
Loss and total
comprehensive
loss for the
year (2,804,371) (2,804,371)
Transactions
with owners
Share options
charge 21,355 21,355
Share capital
issued 500,786 263,116 - - 763,902
-------------- -------------- ----------------- -------------- ----------------- -------------
Balance at 31
December 2020
and at 1
January 2021 3,721,007 32,056,986 106,602 35,543 (30,283,485) 5,636,653
-------------- -------------- ----------------- -------------- ----------------- -------------
Loss and total
comprehensive
loss for the
year (1,895,738) (1,895,738)
Transactions
with owners
Share options
charge - - 19,444 19,444
Share capital
issued 1,237,379 518,457 - - 1,755,836
-------------- -------------- ----------------- -------------- ----------------- -------------
Balance at 31
December 2021 4,958,386 32,575,443 126,046 35,543 (32,179,223) 5,516,194
-------------- -------------- ----------------- -------------- ----------------- -------------
Notes to the Consolidated Financial Statements
1. General information
The principal activity of Fox Marble Holdings plc and its
subsidiary and associate companies (collectively "Fox Marble Group"
or "Group") is the exploitation of quarry reserves in the Republic
of Kosovo and the Republic of North Macedonia.
Fox Marble Holdings plc is the Group's ultimate Parent Company
("the parent company"). It is incorporated in England and Wales and
domiciled in England. The address of its registered office is 160
Camden High Street, London, NW1 0NE. Fox Marble Holdings plc shares
are admitted to trading on the London Stock Exchange's AIM
market.
2. Loss per share
2021 2020
EUR EUR
------------------------------------- ------------------------ -----------------------
Loss for the year used for the
calculation of basic EPS (1,895,738) (2,804,371)
Number of shares
Weighted average number of ordinary
shares for the purpose of basic
EPS 377,727,054 287,591,514
Effect of potentially dilutive
ordinary shares
Weighted average number of ordinary
shares for the purpose of diluted
EPS 377,727,054 287,591,514
Earnings per share:
Basic (0.005) (0.01)
Diluted (0.005) (0.01)
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed
to be, forward looking statements. Forward looking statements are
identi ed 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 re ect the Directors' current beliefs
and assumptions and are based on information currently available to
the Directors
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END
FR PPUPPQUPPGBB
(END) Dow Jones Newswires
June 30, 2022 02:00 ET (06:00 GMT)
Fox Marble (LSE:FOX)
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