Fox Marble Holdings PLC Eco Buildings Group Limited -- Transaction Update (5388A)

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: [phone] 
                                           0999 
 Fiona Hadfield, Finance Director         Tel: [phone] 
                                           0999 
 
   Tavira Securities Limited (Broker) 
 Oliver Stansfield                        Tel: [phone] 
                                           5100 
 Cairn Financial Advisers LLP (Nomad) 
 Liam Murray/Sandy Jamieson               Tel: [phone] 
                                           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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September 26, 2022 02:01 ET (06:01 GMT)