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Preliminary results for the year ended 31 Dec 2013

27 Mar 2014 07:01

RNS Number : 2942D
Fox Marble Holdings PLC
27 March 2014
 



AIM: FOX

27 March 2014

 

Fox Marble Holdings plc

 ("Fox Marble" or the "Company")

 

Preliminary Results for the year ended 31 December 2013

Introduction

Fox Marble Holdings plc, the marble company focused on the extraction and processing of dimensional stone from quarries in Kosovo and South East Europe, is pleased to announce the preliminary results for the year ended 31 December 2013. Fox Marble also announces today in a separate announcement the commencement of constructing its processing factory in Lipjan, Kosovo.

Established in 2011, Fox Marble has acquired rights over 300 million cubic metres of a range of premium quality marble. Fox Marble is the first UK quoted company investing and operating primarily in Kosovo, and the first to be producing and marketing high quality marble from the region. Fox Marble's long term aim is to expand its portfolio of quarries and production capacity, and to create a premium marble brand through which Kosovo is established as a major centre of marble production.

 

Operational Highlights

· Commenced operations at four quarries, with over 2000 tonnes of marble extracted to date;

· Entered into an offtake agreement with Pisani Plc, and launched the Company's product to the UK market in November 2013;

· Achieved first sales and continue to build an order book for the coming year with opportunities in the USA, China, Greece and the Middle East; and

· Since the year end, the Company purchased a factory building and commenced work erecting it on site in Lipjan, near Pristina.

Financial Summary

· Operating loss for the year to 31 December 2013 of €2.17m (2012: €1.23m), net loss of €2.57m (2012: €7.44m) due to costs incurred in bringing the quarries up to full production.

· Net cash position at 31 December 2013 of €5.26m (2012: €7.14m).

Andrew Allner, Non-executive Chairman, said "The Company has made good progress in developing its operations, and, importantly, has achieved its first sales. There is considerable worldwide interest in our marble, and our order book is building. I believe 2014 will be a critical year and I look forward to updating shareholders as we progress."

For further information please visit www.foxmarble.net.

Enquiries:

Fox Marble Holdings plc

Christopher Gilbert, Chief Executive Officer

Fiona Hadfield, Chief Financial Officer

Tel: +44 (0) 20 7380 0999

Fox Davies Capital Limited (Nomad and Broker)

Simon Leathers

Daniel Fox-Davies

Tel: +44 (0) 20 3463 5000

Yellow Jersey PR

Dominic Baretto

Kelsey Traynor

Tel: +44 (0) 77 6853 7739

Tel: +44 (0) 77 9900 3220

 

 

Chairman's statement

Dear Shareholder,

I am pleased to report that your Company has made good progress over the last year. We now have commended operations at four quarries. We have secured short term rights to a third party site for cutting and polishing marble in Carrara, we have acquired and levelled the site for our processing factory in Kosovo and have commenced construction. We have entered into an offtake agreement in the UK and a distribution agreement in the USA, we have sent samples of our product to many other potential customers around the world, including China and the Middle East, and most importantly we have made our first sales.

Following the opening of our Cervenilla quarry late in 2012, we have also started extracting blocks of high quality marble at our Syrigane (formerly Suhogerll) and Malesheva quarries. Later in the year we entered into an operating agreement for a quarry in Prilep, Macedonia, which provides us with access to the highly prized Sivec marble. Blocks from all four of these quarries have been cut and polished at our short term facilities in Carrara and are available for sale. The facilities in Carrara enable us to cut and polish marble ahead of opening our own production facilities in Kosovo. Your Company also holds exploitation licences over three further quarries in Peja, Antena and Verrezat and a further operating agreement for a quarry in Drini.

During the year we purchased a site for our processing factory in Kosovo. The site has been levelled and construction has commenced. We expect work to be completed and this facility to become fully operational in the second half of 2014.

Importantly, we have secured our first sales of marble in 2013 and we believe momentum is building. We have entered into an offtake agreement with Pisani Plc and launched our product range in the UK in November. We have also negotiated a distribution agreement with Royalstone in New Jersey, USA, and have shipped our first product there. We have commenced negotiations to form a joint venture for distribution of our product in China and we have many other sales leads and opportunities which we are pursuing.

The results for the year reflect costs incurred in bringing our quarries up to full production capability, including building our workforce in Kosovo, which is now up to 48 employees, and developing our logistics, and sales and marketing operations. At 31 December 2013 our net cash balance was €5.26million, which is in line with our plans and, we believe, is sufficient to fund capital expenditure and operating costs while our sales build to a sustainable level.

Your Board is responsible for ensuring that the Company operates to high standards of corporate governance, ethical standards and integrity. Your non-executive directors bring a wide range of experience, skills and common sense to our deliberations, particularly in respect of relevant industry and quarrying experience and such important areas such as health and safety which is a key focus area for the Board. There is a high degree of constructive challenge and I believe your Board is working well.

Of course, the key to our success is our employees who have worked very hard and embraced our vision to establish Kosovo as a major supplier of high quality marble worldwide. We are most grateful for their support and dedication.

I believe 2014 will be a critical year. Our objectives are to produce consistently high volumes of marble from our quarries, to complete our processing factory and make this fully operational, and to build on our sales momentum so that by the year end we are operating profitably. Reflecting the normal seasonal weather constraints, the year has started slowly, however we continue to build our order book. The year will not be without operational and other challenges but I believe we are well placed to manage these. I am very excited about the potential of your Company to deliver significant returns to shareholders whilst at the same time creating employment and industry in Kosovo.

Thank you for your ongoing support.

Andrew Allner

Non-Executive Chairman

26 March 2014

Strategic Report

Quarry operations

Over the course of 2013 we have made significant progress in our quarrying operations. Under the supervision of quarry masters hired from Carrara we have started training our workforce in leading techniques of marble quarrying, bringing a marble industry back to a region not worked in this way for 50 years.

Significant effort has been expended in assessing each site and preparing it for commercial level exploitation. Monthly production levels have increased significantly through the year, as the workforce becomes more experienced, and we are now working multiple benches in the majority of our operational quarries. We have invested in additional capital equipment for the quarry sites to ensure that forecast production levels can be met.

Cervenilla

This site was our first, and was opened in November 2012. The quarry is being exploited across three separate locations (Cervenilla A, B & C) from which red, light and darker grey marble is being produced in significant quantities.

Over 2000 metric tonnes of marble were extracted from the quarry in 2013 and we expect a significant increase in volumes in 2014.

Malesheva

In July 2013 the Company acquired the rights to the Malesheva quarry in Kosovo from a local company. The licence to the quarry is for 20 years with an irrevocable option to extend the period by a further 20 years thereafter. The Company will pay a royalty of 20% on net revenue generated from the sale of block marble to the previous licence holder of the quarry.

We have constructed a new road to access further areas within the quarry and to facilitate the highest quality of stone in the most efficient way.

The quarry contains a mixture of cream and Illyric white marble. The benches at the quarry have been opened and blocks extracted, cut and polished. Samples of Illyric white are being distributed via our office in Carrara as well as our other distribution channels and the response to this stone has been very encouraging.

Syrigane

The quarry at Syrigane is open across two benches, following work performed to improve access to the site. The site has been producing significant volumes of marble since September 2013, and contains a variety of breccia and callacatta type marble. The Company has received very positive feedback on this stone from wholesalers and distributors who have visited the quarries, or seen the stone in our Carrara showroom.

Prilep

The Company has entered into an agreement to operate a quarry in Prilep, Macedonia. The agreement is for a period of 20 years with an irrevocable option to extend the period for a further 20 years thereafter. The Prilep quarry contains the highly desirable white Sivec marble, currently available from only one other quarry in the world, which lies adjacent to the Prilep quarry.

This type of marble has recently been used in a number of prestigious projects, including the construction of the Sheik Zayed Grand Mosque in Abu Dhabi. The demand for Sivec exceeds current world supply and once the quarry site is fully operational we anticipate rapid sales of this stone.

The Prilep quarry is controlled by a local partner who has appointed Fox Marble to operate the quarry on their behalf. Fox Marble will receive 25% of the gross revenue from the sale of all block marble from this quarry, without having to fund the cost of equipping or having to invest in the reopening of the quarry, which has produced white Sivec in the past. Fox Marble will be responsible for the costs associated with extracting the marble from the quarry.

The quarry is operational and blocks have been extracted, cut and polished.

Other quarry sites

The Company also holds exploitation licences for quarries at Antena Verrezat and Peja and an operating agreement over a quarry at Drini. These sites are not currently being quarried, pending their further development.

Licence areaStatusMarble TypeReserve Volume

(million m3)

CervenillaOperational - commercial levels of blocks extractedRosso Cait, Grigio Argento, Flora 16.83(1)
VerrezatSite opened - ready for extractionRosso Cait, Grigio Argento, Flora 32.51(1)
AntenaSite not currently operationalBlack97.24 (2)
PejaSite not currently operationalHoney Onyx42.10(1) & 101.17 (2)
DriniSite not currently operationalGrey EmperadorNot available
SyriganeOperational - commercial levels of blocks extractedBreccia Paridisea, Etruscan Dorato36.62(2)
MaleshevaOperationalBianco Illirico, Cremo Olta4.75(3)
PrilepOperationalSivecNot available
 
(1) Indicated resource - as indicated by the Competent Persons Report prepared by Dr Magne Martinsen of Golder Associates
(2) Inferred resource - as indicated by the Competent Persons Report prepared by Dr Magne Martinsen of Golder Associates
(3) 2005 US Aid report

 

Processing Factory

Since its inception it has always been the Company's intention to construct a marble processing factory in Kosovo in which quarried marble blocks can be cut and polished into marble slabs.

During the year the Company purchased a 10 hectare site in Lipjan just outside of Pristina on which to build the processing factory. The site is a 10 minute drive from the Pristina Airport with easy access to two motorways and the rail network

Since the year end, Fox Marble has purchased a double skinned steel factory building from Greece which has been shipped to our site where it is currently being erected. This construction includes the laying of the concrete floor on which the specialist marble processing equipment will be sited. This equipment has been sourced and many key components have already been purchased including three Barsanti gang saws. Until the processing factory is operational, the Company will maintain and extend the third party production facilities it has secured in Carrara in order to fulfil orders of cut and polished marble slabs.

Sales and Marketing

Fox Marble has made good progress in establishing sales and distribution channels in various territories around the world. Ahead of the construction of the Company's planned processing factory in Pristina, the Company has cut and polished some of its extracted blocks in Carrara, Italy through third party providers. This has allowed the Company to produce sample slabs and tiles which have been sent to distributors worldwide further enhancing the reputational value of the Carrara association as part of the branding of premium marble products.

Fox Marble has acquired the rights to a yard in Carrara where it can store processed slabs and blocks. This has provided it with a base of operations in one of the centres of the global marble trade. A dedicated sales team operates from an office in Carrara as well as this yard to market Fox Marble's marble.

In June 2013 the Company signed an offtake agreement with Pisani PLC, one of the leading wholesale marble suppliers in the UK. Under the agreement Pisani has agreed to purchase a minimum of €588,000 of high quality premium marble from Fox Marble's quarries in Kosovo. The contract is for the longer of either one year or until a minimum of 945 MT of marble has been supplied to Pisani.

On 7 November the Company launched its range of marble in the UK via its arrangement with Pisani Plc. The launch was very successful with a quantity of the slabs displayed sold on the day.

The Company has also entered into a sales and distribution agreement with Royalstone in New Jersey USA and has shipped its first container of marble to the US in December containing over 300 square metres of cut and polished marble. It is hoped that this will lead to orders for our stone as we enter the key USA market.

Since the year end the Company has sold blocks of its marble to two large stone companies in Greece who have indicated a considerable appetite for further supply of these blocks.

Fox Marble has entered into negotiations to establish a joint venture with a Chinese company to market, sell and distribute its stone in mainland China. This joint venture partner has five established outlet offices which currently sell approximately 90,000 tonnes of marble annually, and have agreed a target figure in the first year of activity of 15,000 tonnes of marble from Fox Marble. China remains the largest buyer of block marble in the world by a considerable margin, and securing entry to this important market is considered a key strategic aim.

The Company is focussed on effective worldwide marketing of block marble as well as for cut and polished slabs.

Results and Dividends

Key performance indicators 20132012
Number of quarries operational 41
Quarry production (tonne) 2,21712
Revenue €46,208-
Average recorded selling price (per tonne) €856-
Loss for the year €2,569,338€7,435,375

 

The Group recorded its first revenues in the year of €46,208 since beginning operations in August 2012. The Group incurred an operating loss of €2,168,244 for the year ended 31 December 2013 (2012 - €1,230,320). The increase in operating loss reflects the costs incurred in bringing an additional 3 quarries into operation, as well as costs incurred in establishing a base of sales.

The Group incurred a loss after tax for the year ended 31 December 2013 of €2,569,338 (2012 - €7,435,375). The prior year loss includes a one off non-cash accounting charge which arose in respect of conversion of pre IPO loan notes of €6,035,228. Between 25 August 2011 and 29 September 2011 the Group issued €1,508,807 (£1,195,000) of unsecured convertible loan notes due 2016. On admission to AIM the loan notes were converted into 29,875,000 shares at an issue price of 20p, resulting in a charge of €6,035,228 being recognised in the income statement.

The Company does not anticipate payment of dividends until the operations become significantly cash generative. The Directors intend to adopt a progressive dividend policy when it becomes commercially prudent to do so.

Sustainable development

Exploration and quarrying have an inevitable impact on landscape and habitats. These impacts can occur in many ways and our policy is to follow international best practice in minimising impacts.

Fox Marble is committed to protecting the environment of Kosovo and to protecting the quality of life for Kosovan people both now and in the future. The Company's aim is to minimise harm to the environment by designing, operating and, in the long term, closing all of our operations in an environmentally responsible manner. The Group promotes a precautionary approach to environmental challenges; greater environmental responsibility; and encourages the use of environmentally friendly technologies within its operations.

Fox Marble aims to contribute actively to the communities in which we operate. We look to engage with local communities, going beyond being responsible employers.  We hope to develop those social partnerships to cement long term relationships with these communities.

Risk

We are always trying to identify and address areas of future risk and the two that were given priority in the year were health and safety and ensuring systems were in place to comply with the UK Bribery Act.

As the operations have been rolled out, the Company has sought to impose a rigorous health and safety culture across the Group, ensuring buy-in to this by all staff. This was reflected in the commitment of senior management time and effort. Effective training in safety consciousness will be a continuing policy.

An ethics policy was also put in place and communicated throughout the Group. Ensuring systems to maintain compliance and make third party contractors aware of and committed to our policy is a requirement under the Bribery Act and we will therefore take further measures to communicate and monitor compliance with our policies beyond the Group.

The Future

We anticipate that the next twelve months will be focused on securing production levels at our quarries and meeting our sales targets. Fox Marble anticipates that its order book will grow at an increasing rate as distribution channels gear up and become more effective and sample delivery takes place and orders are sought. With the construction of the factory we will see the completion of the first stage of our business plan and see the Company move into a more mature phase of operations.

 

Finally, I would like to thank all our staff and our Board colleagues for their unstinting efforts on behalf of Fox Marble.

Chris Gilbert

Chief Executive Officer

26 March 2014

Consolidated Income Statement and Statement of Comprehensive Income

For the year ended 31 December 2013

 

Year to

31 December 2013

Year to

31 December 2012

Revenue

46,208

-

Cost of sales

(44,918)

-

Gross profit

1,290

-

Administrative expenses

(2,169,534)

(1,230,320)

Operating loss

(2,168,244)

(1,230,320)

Finance income

84

2,028

Finance costs

(400,873)

(171,855)

Charge on conversion of pre IPO loan instrument

-

 (6,035,228)

Loss before taxation

(2,569,033)

(7,435,375)

Taxation

(305)

-

Loss for the year attributable to owners of the parent company

(2,569,338)

(7,435,375)

Other comprehensive income

-

-

Total comprehensive loss for the year attributable to owners of the parent company

(2,569,338)

(7,435,375)

Loss per share

Basic loss per share

(0.02)

(0.18)

Diluted loss per share

(0.02)

(0.18)

 

Consolidated Statement of Financial Position

As at 31 December 2013 Registered number: 7811256

2013

 

2012

 

Assets

Non-current assets

Intangible assets - Capitalised mining costs

91,210

92,866

Property, plant and equipment

1,921,961

618,956

Receivables

59,882

63,598

Total non-current assets

2,073,053

775,420

Current assets

Trade and other receivables

926,381

118,338

Inventories

348,851

-

Cash and cash equivalents

5,258,972

7,144,100

Total current assets

6,534,204

7,262,438

Total assets

8,607,257

8,037,858

Current liabilities

Trade and other payables

461,961

197,851

Total current liabilities

461,961

197,851

Non current liabilities

Convertible loan notes

1,297,273

1,130,495

Total non current liabilities

1,297,273

1,130,495

Total liabilities

1,759,234

1,328,346

Net assets

6,848,023

6,709,512

Equity

Share capital

1,539,860

1,359,507

Share premium

16,485,926

13,935,721

Accumulated losses

(11,269,803)

(8,700,465)

Convertible loan note option reserve

-

63,873

Share based payment reserve

56,497

15,333

Other reserve

35,543

35,543

Total equity attributable to owners of the parent company

6,848,023

6,709,512

 

Consolidated Statement of Cash Flows

For the year ended 31 December 2013

Year ended 31 December

2013

Year ended 31 December

2012

Cash flows from operating activities

Loss before taxation

(2,569,033)

(7,435,375)

Adjustment for:

Finance income

(84)

(2,028)

Finance costs

400,873

171,855

Charge on conversion of pre IPO loan notes

-

6,035,228

Operating loss for the year

(2,168,244)

(1,230,320)

 

Adjustment for:

Amortisation

Depreciation

 

 

1,656

103,449

 

 

-

10,541

Equity settled transactions

41,164

15,333

Costs settled via issue of shares

-

94,620

Increase in trade and other receivables

(804,328)

(73,361)

Increase in inventories

(348,851)

-

Increase/(decrease) in accruals

232,026

(45,280)

Increase in trade and other payables

32,084

42,666

Net cash used in operating activities

(2,911,044)

(1,185,801)

Cash flow from investing activities

Expenditure on acquisition of mining rights and licences

-

(6,000)

Expenditure on property, plant & equipment

(1,406,454)

(629,497)

Net cash used in investing activities

(1,406,454)

(635,497)

Cash flows from financing activities

Proceeds from issue of shares (net of issue costs)

2,730,558

7,089,795

Proceeds on issue of convertible loan notes (net of issue costs)

-

1,189,155

Interest cost

(104,647)

-

Finance cost on retirement of Convertible loan note facility

(193,323)

Interest on bank deposits

84

2,028

Net cash inflow from financing activities

2,432,672

8,280,978

Net (decrease)/ increase in cash and cash equivalents

(1,884,826)

6,459,680

Cash and cash equivalents at beginning of year

7,144,100

685,246

Effect of foreign exchange

(302)

(826)

Cash and cash equivalents at end of year

5,258,972

7,144,100

 

Consolidated Statement of Changes in Equity

For the year ended 31 December 2013

Share Capital

Share Premium

Share based payment reserve

Other Reserve

Convertible loan note option reserve

Accumulated losses

Total

Balance at 1 January 2012

566,781

-

-

(79,063)

-

(1,265,090)

(777,372)

Loss and total comprehensive loss for the year

-

-

-

-

-

(7,435,375)

(7,435,375)

Transactions with owners

 

Share capital issued

792,726

13,935,721

-

-

-

-

14,728,447

Issue of convertible loan notes

-

-

-

-

63,873

-

63,873

Equity settled transaction

-

-

15,333

-

-

-

15,333

Capital reorganisation

Adjustment

-

-

-

114,606

-

-

114,606

Balance at 31 December 2012

1,359,507

13,935,721

15,333

35,543

63,873

(8,700,465)

6,709,512

Loss and total comprehensive loss for the year

-

-

-

-

-

(2,569,338)

(2,569,338)

Transactions with owners

 

Share capital issued

180,353

2,550,205

-

-

-

-

2,730,558

Equity settled transaction

-

-

41,164

-

-

-

41,164

Reclassification

-

-

-

-

(63,873)

(63,873)

Balance at 31 December 2013

1,539,860

16,485,926

56,497

35,543

-

(11,269,803)

6,848,023

 

Notes to the Consolidated Financial Statements

1) General information

The principal activity of Fox Marble Holdings plc and its subsidiary companies Fox Marble Limited, H&P Sh.p.k, Granit Shala Sh.p.k, Rex Marble Sh.p.k and Fox Marble Kosova Sh.p.k (collectively "Fox Marble Group" or "Group") is the exploitation of quarry reserves in the Republic of Kosovo and South East Europe.

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 15 Kings Terrace, London, NW1 0JP. Fox Marble Holdings plc shares are admitted to trading on the London Stock Exchange's AIM market.

2) Basis of Preparation

The information in this preliminary announcement does not constitute statutory accounts within the meaning of section 434 to 436 of the Companies Act 2006 and no statutory accounts have yet been filed. The consolidated financial information has been approved for issue by the Board of Directors on 26 March 2014. The statutory accounts for the year ended 31 December 2013 will be delivered to the Registrar of Companies following the Company's Annual General Meeting.

3) Critical accounting estimates and areas of judgement

Quarry reserves

Engineering estimates of the Group's quarry reserves are inherently imprecise and represent only approximate amounts because of the significant judgments involved in developing such information. There are authoritative guidelines regarding the engineering criteria that have to be met before estimated quarry reserves can be designated as ''proved'' and ''probable''. Proved and probable quarry reserve estimates are updated at regular intervals taking into account recent production and technical information about each quarry. In addition, as prices and cost levels change from year to year, the value of proved and probable quarry reserves also changes. This change is considered a change in estimate for accounting purposes and is reflected on a prospective basis in depreciation and amortisation rates calculated on units of production ("UOP") basis.

Changes in the estimate of quarry reserves are also taken into account in impairment assessments of non-current assets.

Treatment of convertible loan note

On the 31 August 2012 the Company issued €1,295,278 (£1,060,000) fixed rate convertible unsecured loan note 2017 under the terms of the agreement signed 24 August 2012 with Amati Global Investors Limited ("Series 1 Loan Note").

The convertible loan notes have been accounted for as a liability held at amortised cost. At the date of issue, the fair value of the liability component was estimated using the prevailing market interest rate for similar non-convertible debt.

The conversion option results in the company receiving a fixed amount of foreign currency cash in return for issuing a fixed number of shares and as such has been classified as a derivative liability. The liability is held at fair value and any changes in fair value over the period recognised in profit or loss.

The company has fair valued the identified embedded derivatives included within the contract using a Black Scholes methodology, which has resulted in the recording of a liability of €87,548 at 31 December 2013.

The treatment of the conversion option as a derivative represents a change on the treatment in the prior year. In the year to 31 December 2012 the Series 1 Loan Note was treated as a compound instrument and the value of the option recognised in equity to a value of €63,873. The change in accounting treatment, which has resulted in a balance sheet reclassification from equity to non current liabilities, has been recognised in the current year as it is not considered sufficiently material to warrant a restatement of the prior year results.

4) Going concern

The Directors are of the opinion that ongoing evaluation of the Group's interests indicates that preparation of the Group's financial statements on a going concern basis is appropriate. The Group has substantial cash reserves, available to it. The directors have prepared detailed projected cash flow information for the period ended 30 April 2015, taking into account forecast sales and expenditure. Having regards to the existing working capital position, the Directors are of the opinion that the Group has adequate resources to enable it to undertake its planned activities for the next 12 months.

5) Operating loss

 

Year ended

31 December

2013

 

 

Year ended

31 December

2012

 

Operating loss is stated after charging/(crediting):

Fees payable to the Company's auditors

48,286

42,420

Legal & professional fees

344,828

283,671

Consultancy fees

86,506

168,565

Staff costs

746,307

246,194

Operating lease rental

38,598

27,745

Other head office costs

84,060

30,259

Travelling, Entertainment & subsistence costs

105,163

46,368

Depreciation

15,269

10,541

Amortisation

1,656

-

Quarry operating costs

482,130

251,510

Foreign exchange (gain)/loss

(2,719)

103,212

Share based payment charge

41,164

15,333

Marketing & PR

68,480

-

Testing, storage and transportation of materials

45,132

-

Sundry

64,674

4,502

Administrative expenses

2,169,534

1,230,320

 

During the year the group (including its overseas subsidiaries) obtained the following services from the company's auditors and its associates:

 

Year ended

31 December

2013

 

 

Year ended

31 December

2012

 

Fees payable to the company's auditors and its associated for the audit of the parent company and consolidated annual accounts

17,666

16,933

Fees payable to the company's auditors and its associates for other services

- The audit of the company's subsidiaries

30,620

16,933

- Tax compliance services

-

8,554

48,286

42,420

 

PricewaterhouseCoopers were appointed as the Company's auditors for the year ending 31 December 2013 in December 2013.

6) Finance costs

2013

2012

Interest expense on convertible loan notes

152,595

121,000

Amortisation of costs incurred

78,267

11,506

Finance cost on termination of loan arrangement

193,323

`-

Foreign exchange (gain)/loss

(23,312)

39,349

400,873

171,855

 

On the 31 August 2012 the Company issued €1,336,455 (£1,060,000) fixed rate convertible unsecured loan note 2017 under the terms of the agreement signed 24 August 2012 with Amati Global Investors Limited. Interest accrues on the loan notes at 8% per annum from the date of issue due quarterly in arrears.

On the 23 August 2013 the Series 2 Loan Note arrangement with AGMH Limited was terminated, without funds having been drawn down. Costs incurred by AGMH Limited in the provision of loan note arrangement through its loan with Optimus Capital LLP of €193,323 were paid by the company in the year to 31 December 2013.

7) Loss per share

 

2013

 

2012

Loss for the year used for the calculation of basic LPS

(2,569,338)

(7,435,375)

Number of shares

Weighted average number of ordinary shares for the purpose of basic LPS

113,649,908

42,303,836

Effect of potentially dilutive ordinary shares

-

-

Weighted average number of ordinary shares for the purpose of diluted LPS

113,649,908

42,303,836

Loss per share:

Basic

(0.02)

(0.18)

Diluted

(0.02)

(0.18)

 

Basic loss per share is calculated by dividing the loss attributable to owners of the Company by the weighted average number of ordinary shares in issue during the year.

Diluted loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of the Ordinary Shares which would be in issue if all the options granted other than those which are anti-dilutive, were exercised.

The following potentially dilutive instruments have been excluded from the calculation of weighted average number of ordinary shares for the year ended 31 December 2013 for the purpose of calculating diluted loss per share on the basis that the instruments would be anti-dilutive.

· A warrant instrument entered into by the Company dated 24 August 2012, pursuant to which the Company issued Warrants to subscribe for an aggregate of 1,188,250 Ordinary Shares to Fox-Davies Capital Limited.

· A warrant instrument entered into by the Company dated 24 August 2012, pursuant to which the Company issued Warrants to subscribe for an aggregate of 369,250 Ordinary Shares to Merchant Securities Limited.

· Warrant instruments entered into by the Company dated 8 August 2013 and 28 August 2013, pursuant to which the Company issued Warrants to subscribe for an aggregate of 882,727 Ordinary Shares to Merchant Securities Limited.

· A grant of 120,000 options granted under the DSOP

· Shares issuable under unsecured convertible loan notes issued by the Company.

8) Property, plant and equipment

Plant & Machinery

Land

 

Office Equipment and

Leasehold improvements

 

Total

Cost

As at 1 January 2012

-

-

-

-

Additions

619,277

-

10,220

629,497

As at 31 December 2012

619,277

-

10,220

629,497

Additions

1,241,974

160,000

4,480

1,406,454

As at 31 December 2013

1,861,251

160,000

14,700

2,035,951

Accumulated depreciation

As at 1 January 2012

-

-

-

-

Charge for the year

10,027

-

514

10,541

As at 31 December 2012

10,027

-

514

10,541

Charge for the year

98,084

-

5,365

103,449

As at 31 December 2013

108,111

-

5,879

113,990

Net Book Value

As at 31 December 2013

1,753,140

160,000

8,821

1,921,961

As at 31 December 2012

609,250

-

9,706

618,956

As at 1 January 2012

-

-

-

-

 

9) Convertible loan notes

2013

2012

Financial liability at amortised cost

1,267,252

1,266,290

Derivative over own equity at fair value

87,548

Capitalised transaction costs

(57,527)

(135,795)

1,297,273

1,130,495

Equity component

-

63,873

On the 31 August 2012 the Company issued €1,295,278 (£1,060,000) fixed rate convertible unsecured loan note 2017 under the terms of the agreement signed 24 August 2012 with Amati Global Investors Limited ("Series 1 Loan Note").

Interest accrues on the Series 1 Loan Note at 8% per annum from the date of issue due quarterly in arrears. On the 29 August 2013 the company paid interest of €104,643, being the interest that had accrued between 24 August 2012 and 31 August 2013. These funds were used by Amati Global Investors Limited to subscribe for shares in the Company as part of the secondary placing. The Company has elected to capitalise the remaining interest due until 31 August 2014. In the event that an event of default occurs the interest rate will rise to 25% per annum.

At any time prior to repayment of the Series 1 Loan Note, a Stockholder may issue a conversion notice. The Stockholder will receive such number of fully paid Ordinary Shares as satisfied by the formula: 1 Ordinary Share for every y pence nominal of Stock converted, where y is the lesser of:

· 20 + (number of whole months which have lapsed between the date of issue of the Stock held by the Stockholder and the date of receipt of by the Company of a conversion notice multiplied by 0.1666); and

· 26.

If the Series 1 Loan Note is not converted at the Stockholders request it must be repaid in full on the 5th anniversary of the instrument date. The Series 1 Loan Notes may be repaid earlier in the event the interest rate rises to 25%.

As at 31 December 2013 the loan note held at amortised cost had a balance of €1,267,252 (2012 - €1,266,290). The Stockholders option to convert the loan has been treated as an embedded derivative and measured at fair value. As at 31 December 2013 the derivative had a value of €87,548. The fair value has been assessed using a Black Scholes methodology.

For the year ended 31 December 2012 the convertible loan was treated as compound instrument split into its respective debt and equity component and a credit to equity in relation to the conversion of option of €63,873 was recognised. This treatment has been amended in the year ended 31 December 2013 to better reflect the exact terms of the transaction.

The directors consider that the carrying amount of borrowings approximates their fair value at 31 December 2013.

On the 24 August 2012 the Company entered into a loan note arrangement to issue €2,443,792 (£2,000,000) fixed rate convertible loan notes due 2017 to AGMH Limited ("Series 2 Loan Note"). AGMH Limited, a company registered and incorporated in England and Wales with company number 08160250, is owned by Chris Gilbert and Dr Etrur Albani, founders of the Group and Directors of the Company. The funds to be subscribed by AGMH Limited were provided by a loan to AGMH Limited from Optimus Capital LLP.

On the 23 August 2013 the Series 2 Loan Note arrangement with AGMH Limited was terminated, without funds having been drawn down. Costs incurred by AGMH Limited in the provision of the loan note arrangement through its loan with Optimus Capital LLP of €193,323 were paid by the company in the year to 31 December 2013. No further obligations exist under this arrangement.

Costs of €147,330 were incurred in connection with the issue of these Series 1 and Series 2 loan notes. Costs are amortised over the period of the loan. As at 31 December 2013 the balance of these costs amounted to €57,527 (2012 - €135,795).

10) Share capital

2013

Number

2012

Number

2013

2012

Issued, called up and fully paid Ordinary shares of £0.01 p each

At 1 January

107,950,000

45,125,000

1,359,507

566,781

Issued in the year

15,509,383

62,825,000

180,353

792,726

At 31 December

123,459,383

107,950,000

1,539,860

1,359,507

 

The Company has one class of ordinary share capital.

a. On a resolution at a general meeting, every member (whether present in person, by proxy or authorised representative) has one vote in respect of each ordinary share held by him.

b. All ordinary shares rank equally in the right to participate in any approved dividend distribution applicable to this class of share.

c. Except as otherwise provided below, all dividends must be

i. Declared and paid according to the amounts paid up on the shares on which the dividend is paid; and

ii. Apportioned and paid proportionately to the amounts paid up on the shares during any portion of the period in respect of which the dividend is paid.

d. If any share is issued in terms of providing that it ranks for dividend as from a particular date, that share ranks for dividend accordingly.

e. In the event of any winding up all shares will rank equally in relation to distribution of capital.

f. All shares are non-redeemable.

On 3 August 2012, the Company issued 40,125,000 Ordinary Shares as consideration for the acquisition of Fox Marble Limited. The share for share exchange has been retroactively recognised in the balance of share capital as at 31 December 2011.

On the 31 August 2012 the Company issued 32,200,000 Ordinary Shares at a price of 20p per share as part of the Company's Initial Public Offering.

Further, on the 31 August 2012 the Company issued 29,875,000 Ordinary Shares at a price of 20p per share as to satisfy the conversion of €1,426,355 (£1,195,000) of unsecured convertible loan notes issued between 25 August 2011 and 29 September 2011.

On the 29 November 2012 the Company issued a further 750,000 shares which satisfied a deferred placing commitment agreed as part of the Company's Initial Public Offering.

On the 30 April 2013 the Company issued 132,404 ordinary shares in the Company at a price of 18.02p per share, being the 30 day weighted average volume price at 20 April 2013 to Non-executive Directors of the Company. As part of their remuneration package the Non-Executive Directors of the Company agreed to utilise their first year's fees (net of tax) to subscribe for Ordinary Shares in the Company at the Company's request. This issue of Ordinary Shares is in respect of the remuneration for the period from 1 January 2013 to 31 March 2013.

On the 11 July 2013 the Company issued 135,300 ordinary shares in the Company at a price of 17.52p per share, being the 30 day weighted average volume price at 7 July 2013 to Non-executive Directors of the Company. This issue of Ordinary Shares is in respect of the remuneration for the period from 1 April 2013 to 30 June 2013.

On the 13 August 2013 the Company issued 10,469,694 shares at a price of 16.5p per share as part of a Secondary Placing on AIM. The shares placed were within existing authorities held by the board of directors. On the 29 August 2013 the Company placed a further 4,242,422 shares at a price of 16.5p per share following shareholder approval at a general meeting.

In addition 529,563 shares were issued to two funds managed by Amati Global Investors for £87,378 and have agreed to amend the terms of the loan note held by them such that the first year's capitalised interest on the loan note will be payable in cash.

 

The Company has recognised transaction costs of €249,262 in relation to the issue of share capital within share premium in the year to 31 December 2013 (2012 - €1,126,034).

11) Capital Commitments

Capital expenditure contracted for but not yet incurred at the end of the reporting period is as follows:

2013

2012

Property, plant and equipment

390,180

-

 

12) Information

Copies of the Annual Report and financial statements will be posted to shareholders. Further copies will be available from Fox Marble Holdings plc's registered office at 15 Kings Terrace, London, NW1 0JP or on the Company's website at www.foxmarble.net.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR EAPDKAASLEFF
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