Fox Marble shares suspended on planned reverse takeover

The AIM-traded firm said the funds were being raised through a convertible loan note, adding that it had agreed heads of terms with Eco Buildings for the proposed acquisition.

It said the acquisition would constitute a reverse takeover under the AIM rules, with Fox Marble intending to undertake a “significant” capital expansion, including capital reorganisation, and change its name to Eco Buildings Group.

Eco Buildings, a recently-incorporated England-domiciled private limited company, would design, manufacture, and construct buildings made from glass fibre reinforced gypsum (GFRG) modular sections, capturing cost and design efficiencies and advantages in build quality and performance that traditional building methods could not deliver.

Fox Marble said the proposed acquisition would be structured in a way that any benefits arising from the successful conclusion of its legal proceedings against the Republic of Kosovo would be distributed to the benefit of the current shareholders of the company only.

As part of the proposed acquisition, Fox Marble said it had raised £0.4m by way of a convertible loan note (CLN) with which it had made a loan facility of up to £0.4m available to Eco Buildings for general working capital needs ahead of the acquisition.

The facility would have an interest rate of 2% per annum, and could be drawn down in four tranches.

Fox Marble said the facility would be repayable on the earlier of the date of completion of the Proposed Acquisition, 12 months after the date of the heads of terms, or three months after the date that the proposed acquisition negotiations are terminated.

The CLN would carry the 2% annual interest rate deferred for two years, and would have a term of five years.

It would be convertible into Fox Marble ordinary shares at a price of 6p each.

Should the proposed acquisition not be completed by 31 December, the CLN would only be repayable to the extent that the loan facility was repaid to Fox Marble.

Fox Marble confirmed its ordinary shares were suspended from trading on AIM from 0730 on Monday, pending either the publication of an admission document or until the proposed acquisition negotiations are terminated.

Under AIM rule 41, if the company's ordinary shares remained suspended from trading for six months, the admission of its shares to trading would then be cancelled.

“The opportunity for Fox Marble to undertake the proposed acquisition represents a unique significant move to grow into a much larger group with the expectation of increased growth as a result,” said chief executive officer Chris Gilbert.

“Housing is one of the basic human needs and is fundamental to reduce poverty, provide equal opportunities and this scheme will allow the combined group to address the very large housing deficit that exists in many parts of the world which its housing product is very efficiently able to solve.

“It is not only relatively inexpensive compared to other building methods, but also robust, high quality and fast to manufacture, deploy and erect on site.”

Gilbert said the Fox Marble business unit within the enlarged group would continue to grow its own business as previously, and also benefit from supplying its processed marble to the housing manufactured and installed by the Eco Buildings unit.

“Globally, while governments and international bodies place a high priority on making housing available and affordable, they struggle to meet this challenge because traditional construction is inherently high cost in terms of labour, raw material and environmental impact.

“Eco Building provides one way to help address this crisis.”