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: +44 (0)20 7380
Chris Gilbert, Chief Executive Officer 0999
Fiona Hadfield, Finance Director
Cairn Financial Advisers LLP (Nominated Tel: +44 (0)20 7213
Adviser) 0880
Liam Murray/Sandy Jamieson/Ludovico Lazzaretti
Spark Advisory Partners Limited (Nominated Tel: +44 (0)20 3368
Adviser to the Enlarged Group subject 3550
to Admission)
Matt Davis / James Keeshan / Jack Lund
Tavira Financial Limited (Broker) Tel: +44 (0)20 3192
Oliver Stansfield/Jonathan Evans 1739
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END
ROMFLFISEEIRFIV
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May 26, 2023 10:06 ET (14:06 GMT)
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