TIDMFOX
RNS Number : 5388A
Fox Marble Holdings PLC
26 September 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
This announcement does not constitute or form part of, and
should not be construed as, an offer to sell or issue, or a
solicitation of any offer to buy or subscribe for, any securities,
in any jurisdiction, including in or into the United States of
America (including its territories and possessions, any state of
the United States and the District of Columbia (the "United States"
or the "US")), Australia, Canada, Japan, the Republic of South
Africa (each a "Restricted Jurisdiction") or any other jurisdiction
where to do so might constitute a violation or breach of any
applicable law nor should it or any part of it form the basis of,
or be relied on in connection with, any contract or commitment
whatsoever.
Investors should not use this announcement as the basis for any
investment in the securities of the Company which should only be
made on the basis of information contained in the admission
document (the "Admission Document") intended to be published by Fox
Marble plc (the "Company" or "Fox Marble" and, together with its
subsidiary undertakings, the "Group") in due course in connection
with the proposed reverse takeover of Eco Buildings Group Limited
and the subsequent readmission of its ordinary shares to trading on
the AIM market ("AIM") of London Stock Exchange plc (the "London
Stock Exchange"), ("Admission"). Copies of the Admission Document
will, following publication, be available for inspection on the
Company's website at www.foxmarble.net .
Fox Marble Holdings plc
("Fox Marble" or the "Company")
Eco Buildings Group Limited - Transaction Update
The Directors of Fox Marble are pleased to provide an update,
further to the announcement on 11 April 2022, on the proposed
reverse takeover ("RTO") of Eco Buildings Group Limited ("Eco
Buildings") by the Company.
The RTO
The Company is proposing 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 ordinary shares in the
Company. It is therefore estimated that the Company as enlarged by
the acquisition will have an equity value of GBP34.4m (based on Fox
Marble's share price at the time of suspension being 1.085p). In
addition, as part of the RTO, the Company is also proposing to
raise up to GBP10m by way of a placing (the "Placing").
There can be no guarantee that the RTO nor the Placing will be
completed as they are subject to a significant number of
pre-conditions, which inter alia, include the following:
-- readmission of the Company's shares to trading on AIM
following the acquisition and obtaining of all relevant approvals
("Admission") becoming effective;
-- Shareholder approval in a general meeting;
-- Certain Regulatory approvals being received;
-- The publication of an admission document by the Company; and
-- A placing agreement becoming unconditional in all respects (save for Admission).
Information on Eco Buildings
Eco Buildings will operate in the prefabricated modular housing
sector. Eco Buildings has acquired the proven and innovative
prefabricated modular technology using glass fibre reinforced
gypsum (GFRG), an alternative construction method to achieve faster
and more economical development of residential, commercial and
industrial dwellings. Since 2006, over US $6 million has been
invested in the technology by Dominic Redfern, who will be joining
the revised board, to establish a high quality, low cost and
environmentally friendly range of modular housing products.
Based on this technology, Eco Buildings' management team has
utilised its network, particularly in the Balkans, to secure two
initial contracts that are expected to generate first sales revenue
of approximately EUR38 million per annum in the first three years
following Admission (c. EUR114 million in total).
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.
Walling System Manufacturing Process
Eco Buildings' panels are manufactured using a panel casting
system. It 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 proprietary
waterproofing agents and curing admixtures.
Eco Buildings' first production line, which consists of a
vertical panel casting machine and supporting equipment has been
moved from the United Arab Emirates (UAE) to a newly built
2,400m(2) factory building in Albania for the sake of proximity to
its initial contracted customers and is anticipated to be
operational in Q4 2022. 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 Durres, Albania's
principal seaport.
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 contractual obligations, the Directors intend to add a
second and third line to the factory in 2023 and a fourth in 2024.
The first three production lines are expected to produce
approximately 1,100 residential units per annum with production
capacity increasing to approximatley 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. This will
allow the Group to produce its own GFRG, the key raw material in
the production of the Eco Buildings' turnkey solution.
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 2023. 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.
Update on Temporary Suspension
Further to the announcement of 11 April 2022, the Company was
suspended from trading on AIM on 11 April 2022 and remains so,
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.
Ends
This announcement contains inside information as stipulated
under the UK Market Abuse Regulations. 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
Tavira Securities Limited (Broker)
Oliver Stansfield Tel: +44 (0) 20 7100
5100
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 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
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
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September 26, 2022 02:01 ET (06:01 GMT)
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