FOX.L Regulatory News (FOX)

AIM: FOX 30 September 2022

Fox Marble Holdings plc

("Fox Marble" or the "Company")

Interim Results for the six months ended 30 June 2022

Fox Marble Holdings plc (AIM: FOX), the dimension stone company focused on marble quarrying and finishing in Kosovo and the Balkans, announces its unaudited interim results for the six months ended 30 June 2022.

Operational Highlights 

· The factory output and efficiency has continued to grow in 2022 - with 23,525 square metres of slabs processed in the first six months of 2022 (2021 - 15,222 square metres) and over 9,684 square metres of tile and cut to size material processed (2021- 7,411 square metres).

· Quarry operations have been limited with quarrying being carried only to meet know demand while the block market remains sluggish. The quarries remain in good condition, with significant reserves of dimensional stone.  The block marble market continues to falter, as high shipping and energy costs have further damaged the market following the initial Covid 19 shocks.

· Appointment of Sir Mark Lyall Grant as Non-Executive Director to the Company on 4 April 2022. Sir Mark is one of the United Kingdom's most senior public servants, with more than 30 years of experience in leadership, policy making, negotiation and public presentation.

· Fox Marble agreed heads of terms for the proposed acquisition of Eco Buildings Group Limited. Eco Buildings, will design, manufacture, and construct buildings made from glass fibre reinforced gypsum (GFRG) modular sections that capture cost and design efficiencies and advantages in build quality and performance that traditional building methods cannot deliver.

· The proposed acquisition will constitute a reverse takeover pursuant to AIM Rule 14 under the AIM Rules for Companies. Fox Marble intends to undertake a significant capital expansion, including capital reorganisation and change its name to ECO Buildings Group Plc. The proposed acquisition is conditional on, inter alia, certain approvals and a shareholder vote at a General Meeting of the Company. There can be no certainty nor guarantee that the proposed acquisition will complete.

Financial Highlights

· Revenue from the sale of processed marble products for the six months to 30 June 2022 increased to €0.3 million (H1 2021: €0.2 million).

· Losses for the half year were €0.8 million (H1 2021: €0.6 million), due to costs incurred as part of the RTO process, offset by strict measures to control cost.

Operational Update

Sales

Sales for the half year were €0.3 million (2021- €0.2 million). The block marble market continues to be impacted by the Covid-19 pandemic as well as a significant increase in global shipping rates. The processed marble market has shown more positive signs. 

As previously announced, Fox signed a contract to supply BA Engineering & Consulting Sh.p.K ("BA Engineering") with an initial 8,000 square metres of cut and polished tiles for an approximate value of €200,000. BA Engineering is a local Kosovan construction company with multiple developments in Kosovo. Given BA Engineering is also engaged in developing a number of large prestigious projects in Kosovo, the Company believes this will be the first of a series of orders that BA Engineering will place.

In addition, the Company signed a non-binding agreement to supply Unik Construction LLC with up to 30,000 square metres of material for ongoing projects they are planning across Europe.

The Company continues to carefully manage its working capital position.

Factory

In 2021 Fox Marble has continued its focus on the local market for its processed material and range of products from cut and polished tiles to stair pieces, door and window lintels to slabs.

Efficiencies in the factory continue to drive increases in production. The factory processed 23,525 square metres of slabs in the first six months of 2022 (2021 - 15,222 square metres) and over 9,684 square metres of tile and cut to size material processed (2021- 7,411 square metres).

Quarry Operations

Quarry operations have been limited with quarrying being carried only to meet know demand while the block market remains sluggish. The quarries remain in good condition, with significant reserves of dimensional stone.

Litigation

On 4 September 2019, Fox Marble launched United National Commission on International Trade Law (UNCITRAL) arbitration proceedings, against the Republic of Kosovo for damages in excess of €195 million, as a result of the failure of the State to protect Fox Marble's rights over the Maleshevë quarry.

The Company believes the Kosovan Government to be in clear breach of its responsibilities towards the Company as a foreign investor in Kosovo and that this action is in the best interests of its shareholders and employees. The Company anticipates a fair and satisfactory resolution. All the Company's other operations, including the quarries and processing factory in Kosovo and the Prilep quarry in Northern Macedonia, are unaffected.

The background to the claim is the dispute arising with the former shareholders of Green Power Sh.P.K and Scope Sh.P.K, which has resulted in Fox Marble being prevented from operating the Maleshevë quarry. Since the dispute arose, Fox Marble has been working to resolve the matter with the appropriate Kosovan Government agencies, namely the Kosovo mining regulator, the Independent Commission of Mines and Mineral ('ICMM') and the Agjencia e Regjistrimit të Bizneseve ('ARBK'), the Kosovo business registration agency. However, in what is a clear breach of Kosovo Law 04/L-220 'On Foreign Investment' (2014), Fox Marble has been prevented from asserting its rights in these matters.

Despite the cumulative weight of evidence, Fox Marble was denied the right to appeal any decision relating to the Maleshevë quarry in direct contravention of the provisions of the Kosovo foreign investment law, Law 04 /L-220. As a direct consequence of the ARBK and ICMM decisions, the Company has brought arbitration proceedings against the Republic of Kosovo pursuant to Article 16 of the Kosovo foreign investment law (as above). The basis of the claim for damages is the investment made to date in the Maleshevë quarry, loss of future revenues associated with the site and future investment plans in Kosovo. Significant future investment plans are the subject of the MOU signed in October 2016 by the Government of Kosovo and Stone Alliance LLC which is majority owned by Fox Marble.

On 16 December 2020 the Company announced that it had engaged the services of Dentons CS Europe LLP to act on the Company's behalf in its circa €195 million claim against the Republic of Kosovo. Dentons have agreed a fee arrangement which enables Fox Marble to bring the Arbitration through to its conclusion.

The Company announced the appointment of the eminent British Barrister and Queens Counsel, Samuel Wordsworth QC of Essex Court Chambers on the May 2021. He will work with Dentons Europe CS LLP, the world's largest law firm by number of lawyers, in support of the Company's €195M claim against the Republic of Kosovo.

Proposed Acquisition and Suspension

As announced on 26 September 2022, the Company is proposing to acquire the entire issued share capital of Eco Buildings for an aggregate purchase price of £30 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 £34.4m (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 £10m 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:

a) readmission of the Company's shares to trading on AIM following the acquisition and obtaining of all relevant approvals ("Admission") becoming effective;

b) Shareholder approval in a general meeting;

c) Certain regulatory approvals being received;

d) The publication of an admission document by the Company; and

e) 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 €38 million per annum in the first three years following Admission (c. €114 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 2,400m2 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 11,264m2 of panelling per month or the equivalent of 31 housing units (372 units annually).

The 8,000m2 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 approximately 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.

This announcement contains inside information for the purposes of Article 7 of EU regulation 596/2014.

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

Fox Marble Holdings plc

Chris Gilbert, Chief Executive Officer

Tel: +44 (0)20 7380 0999

Fiona Hadfield, Finance Director

Tel: +44 (0)20 7380 0999

Tavira Securities Limited (Broker)

Oliver Stansfield/Jonathan Evans

+44 (0)203 192 1739

Cairn Financial Advisers (Nomad)

Sandy Jamieson/Liam Murray/Ludovico Lazzaretti

Tel: +44 (0)20 7213 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 Argento, 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.

FOX MARBLE HOLDINGS PLC

Condensed unaudited consolidated income statement and statement of comprehensive income

FOX MARBLE HOLDINGS PLC

Condensed unaudited consolidated statement of financial position

FOX MARBLE HOLDINGS PLC

Condensed consolidated statement of cash flows

FOX MARBLE HOLDINGS PLC

Condensed consolidated statement of changes in equity

Notes to the condensed consolidated financial statements for the period ended 30 June 2022

1) General information

The principal activity of Fox Marble Holdings plc and its subsidiary and associate companies (collectively "Fox Marble Group" or "Group") is the exploitation of quarry reserves in the Republic of Kosovo and the Republic of North Macedonia.

Fox Marble Holdings plc is the Group's ultimate Parent Company ("the parent company"). It is incorporated in England and Wales and domiciled in England. The address of its registered office is 160 Camden High Street, London, NW1 0NE. Fox Marble Holdings plc shares are admitted to trading on the London Stock Exchange's AIM market.

2) Basis of preparation

The results presented in this report are unaudited and they have been prepared in accordance with the principles of International Financial Reporting Standards ("IFRS") as adopted by the European Union that are applicable to the financial statements for the year ending 31 December 2021.

The accounting policies applied in these results are consistent with those applied in the Group's Annual Report and Accounts for the year ended 31 December 2021 and those expected to be applicable to the financial statements for the year ending 31 December 2022.

This half yearly report does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. Statutory accounts for Fox Marble Holdings plc for the year ended 31 December 2021were approved by the Board on 29 September 2022 and have been filed with the Registrar of Companies. The report of the auditors on those accounts was unqualified and did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006. These condensed interim financial statements for the six months ended 30 June 2021 have been prepared in accordance IAS 34, 'Interim financial reporting', as adopted by the European Union. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2021, which have been prepared in accordance with IFRS as adopted by the European Union. The Annual Report and Accounts 2021 for the Group are available at www.foxmarble.net.

3) Going concern

The Directors have reviewed detailed projected cash flow forecasts and are of the opinion that it is appropriate to prepare this report on a going concern basis. In making this assessment they have considered:

a) the current working capital position and operational requirements;

b) the proposed transaction to acquire Eco Buildings Group Limited, and anticipated fundraise;

c) the proposed business plan for the combined entity;

d) the timing of expected sales receipts and completion of existing orders, as well as collection of outstanding debtors;

e) the sensitivities of forecast sales figures over the next two years;

f) the timing and magnitude of planned capital expenditure; and

g) the level of indebtedness of the company and timing of when such liabilities may fall due, and accordingly the working capital position over the next 18 months.

The forecasts assume that the transaction to acquire Eco Buildings Group Limited will be completed in 2022 with a planned fundraise. The forecasts assume that the Company will execute a new business plan for the combined entity, as described in the strategic report. It further assumes that production at the Fox Marble factory will continue to operate in good order. The forecast assumes existing contracts held by the Company will be fulfilled on a timely basis. Furthermore, the forecasts assume that sales of block marble will resume as the global effect of the pandemic recedes. . Further the Company is anticipating significant growth in revenue through the realisation of existing sale contracts and offtake agreements as well as from newly generated sales.

Further the forecast assumes the Company will be successful in extending the term of the existing Gulf Loan Note. The loan note holders have indicated their willingness to do so, however final documentation is still in progress.

There are several scenarios which management have considered that could impact the financial performance of the Company. These include:

a) The acquisition of Eco Buildings Group Limited and planned fundraise could be delayed or the fundraise could be lower than expected;

b) The business plan for the combined entity, including planned capital and strategic expansions could be delayed or result in further losses for the group;

c) Levels of production at the quarries or new factory can be impacted by unforeseen delays due to inclement weather or equipment failure; lower than expected quality of material being produced, and the continuing effects of the pandemic;

d) Fulfilment of the Company's order book could be delayed, or the payment of amounts due under such contracts could be delayed. 

e) The continued progression of Covid-19 may have a further detrimental impact on sales or on operations, and

f) The resumption of block sales to the international block market may be slower than expected.

If the cash receipts from sales are lower than anticipated the Company has identified that it has available to it several other contingent actions, that it can take to mitigate the impact of potential downside scenarios. These include seeking additional financing, leveraging existing sale agreements, reviewing planned capital expenditure, reducing overheads and further renegotiation of the terms on its existing debt obligations.

In conclusion having regard to the existing and future working capital position and projected sales, the Directors are of the opinion that the application of the going concern basis is appropriate.

4) Net finance costs

5) Net finance Income

6) Loss per share

7) Property, plant and equipment

8) Borrowings

9) Share capital

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified 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 reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors