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Fox Marble Holdings PLC announced on 18 May 2023 that it is undertaking a reverse takeover of Eco Buildings Group Ltd under AIM Rule 14 and will change its name to Eco Buildings Group plc upon completion. The company expects to raise £2.7 million on Admission, anticipated for 2 June 2023, with 70,070,080 Ordinary Shares of £0.01 each to be admitted.
| Date | 18 May 2023 |
| Time | 08:00:01 |
| Category | Capital structure |
| ID | 7711Z |
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ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") |
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COMPANY NAME: |
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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.
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : |
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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.
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COUNTRY OF INCORPORATION: |
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England and Wales
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: |
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www.foxmarble.net (prior to Admission) www.eco-buildingsplc.com (post Admission)
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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: |
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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 £400,000. 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 €114 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. |
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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): |
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Ordinary Shares of £0.01 (post Admission) each comprising:
*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.
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CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: |
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£2.7million to be raised on Admission
Target market cap: c.£38.5m
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: |
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c80.9%
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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: |
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N/A
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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): |
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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
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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): |
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: |
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N/A
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(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: |
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(i) (ii)
(iii)
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The accounting reference date of the Company and Eco Buildings is 31 December. 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. |
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EXPECTED ADMISSION DATE: |
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2 June 2023
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NAME AND ADDRESS OF NOMINATED ADVISER: |
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SPARK Advisory Partners Limited 5 St John's Lane London EC1M 4BH
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NAME AND ADDRESS OF BROKER: |
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Tavira Securities Limited 13, 88 Wood St Barbican London EC2V 7DA |
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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: |
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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.
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THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY |
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The QCA Corporate Governance Code issued by the Quoted Companies Alliance
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DATE OF NOTIFICATION: |
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18 May 2023
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NEW/ UPDATE: |
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NEW
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