Fox Marble Holdings PLC Result of General Meeting (8597A)

TIDMFOX

RNS Number : 8597A

Fox Marble Holdings PLC

26 May 2023

26 May 2023

Certain information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR") as applied in the United Kingdom. Upon publication of this Announcement, this information is now considered to be in the public domain.

Fox Marble Holdings plc

("Fox Marble" or the "Company" or "the Group")

(to be renamed Eco Buildings Group plc)

Result of General Meeting

Change of Adviser

Change of Website

Directorate Changes

On 28 April 2023, Fox Marble announced the proposed acquisition of Eco Buildings Group Ltd ("Eco Buildings") for a total consideration of GBP30 million, to be satisfied by the issue of the Consideration Shares at the Placing Price.

The acquisition was conditional, inter alia, on shareholder approval, and constituted a reverse takeover under the AIM Rules. Upon completion, the Company will be renamed Eco Buildings Group plc and its new ticker symbol will be "ECOB".

General Meeting

Fox Marble is pleased to announce that, at the General Meeting held earlier today, all resolutions were duly passed, and that the acquisition of Eco Buildings is subject only to Admission, which is expected to take place at 8.00 a.m. on 2 June 2023.

Resolution numbered 15 in the notice of General Meeting, being an ordinary resolution to be voted on by the Independent Shareholders to approve the waiver by the Takeover Panel of the obligation that would otherwise arise for the Concert Party to make a general offer for the Enlarged Group under the Rule 9 of the Takeover Code, was passed.

Change of Name

As a result of the Resolutions having been passed at the General Meeting, Fox Marble will change its name to Eco Buildings Group plc on or around Admission.

Change of Nominated Adviser

Immediately following Admission, Spark Advisory Partners Limited will be appointed as the Company's nominated adviser.

Share Reorganisation and Bonus Issue

As a result of the passing of the Resolutions, the Share Reorganisation will become effective as of 6.00 p.m. on 1 June 2023 and accordingly every one Existing Ordinary Share of the Company at the Record Date will be sub-divided into 13 Sub-divided Shares and every 659 Sub-divided Shares will then be consolidated into one Post-Consolidation Share. Each of the Post-Consolidation Shares, at the Record Date, will be sub-divided into one new ordinary share of GBP0.01 each and one new deferred share of GBP0.50 each, in each case having the rights and being subject to the restrictions set out in the New Articles. The new ordinary shares of GBP0.01 each shall have the same rights and be subject to the same restrictions as the Existing Ordinary Shares in the capital of the Company.

In addition, the passing of the Resolutions also means that the Bonus Issue of new Preference Shares will be effective as of 6.00 p.m. on 1 June 2023 and accordingly every holder of Ordinary Shares (following the Share Reorganisation) will receive one New Preference Share for every Ordinary Share held. The New Preference Shares shall have the rights, and be subject to the restrictions, set out in the New Articles.

Change of website

Following Admission, the website of the Company will change to www.eco-buildingsplc.com .

Placing

As announced on 28 April 2023, Fox Marble has raised approximately GBP2.7 million (before expenses) through a conditional placing of 4,946,313 Placing Shares at 55 pence per New Ordinary Share, which will be used to expand the Enlarged Group's production capacity, meet its obligations under two existing sales contracts and accelerate growth.

Admission

Fox Marble has applied to the London Stock Exchange for the Admission of the Enlarged Issued Share Capital comprising 70,070,080 New Ordinary Shares to trading on AIM. Admission is expected to become effective and dealings on AIM in the New Ordinary Shares are expected to commence at 8.00 a.m. on 2 June 2023.

The New Ordinary Shares will be traded under the TIDM "ECOB" and with the ISIN GB00BRJTP124. The figure of 70,070,080 Ordinary Shares may be used by shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Board Changes

On Admission, Sanjay Bowry, Etrur Albani, Dominic Redfurn and Ahmet Shala will join the Board, Christopher Gilbert and Roy Harrison will resign from the Board on Admission.

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Company's announcement on 28 April 2023.

For more information on Fox Marble please visit www.foxmarble.net or contact:

 
 Fox Marble Holdings plc                           Tel: [phone] 
  Chris Gilbert, Chief Executive Officer            0999 
  Fiona Hadfield, Finance Director 
 Cairn Financial Advisers LLP (Nominated           Tel: [phone] 
  Adviser)                                          0880 
  Liam Murray/Sandy Jamieson/Ludovico Lazzaretti 
 Spark Advisory Partners Limited (Nominated        Tel: [phone] 
  Adviser to the Enlarged Group subject             3550 
  to Admission) 
  Matt Davis / James Keeshan / Jack Lund 
 Tavira Financial Limited (Broker)                 Tel: [phone] 
  Oliver Stansfield/Jonathan Evans                  1739 
 

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May 26, 2023 10:06 ET (14:06 GMT)