Result of General Meeting, Change of Adviser, Change of website and Directorate changes

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 £30 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 £0.01 each and one new deferred share of £0.50 each, in each case having the rights and being subject to the restrictions set out in the New Articles. The new ordinary shares of £0.01 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 £2.7 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

Chris Gilbert, Chief Executive Officer

Fiona Hadfield, Finance Director

Tel: +44 (0)20 7380 0999

Cairn Financial Advisers LLP (Nominated Adviser)

Liam Murray/Sandy Jamieson/Ludovico Lazzaretti

Tel: +44 (0)20 7213 0880

Spark Advisory Partners Limited (Nominated Adviser to the Enlarged Group subject to Admission)

Matt Davis / James Keeshan / Jack Lund

Tel: +44 (0)20 3368 3550

Tavira Financial Limited (Broker)

Oliver Stansfield/Jonathan Evans

Tel: +44 (0)20 3192 1739

TR-1: Standard form for notification of major holdings

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Confirmation of Admission Date, Updated Timetable and Update on Shareholder Record Date

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Shareholder Record Date for Kosovan Litigation

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")

Update on Shareholder Record Date for Kosovan Litigation

Following several queries from existing Fox Marble Holdings plc shareholders, the Company confirms that the record date for those shareholders to be ring-fenced for any future litigation award against the government of Kosovo in its €195M case is 6 p.m. on 26 May 2023 as presented in the published Admission Document. Further information on the Proposals is contained in the Admission Document which is available on Fox Marble's website: www.foxmarble.net

As announced 28 April 2023, a General Meeting of the Company to approve the Acquisition has been convened for 10 a.m. on 26 May 2023 at the offices of Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW. If the resolutions put to the General Meeting are approved by shareholders, it is expected that the enlarged ordinary share capital will be admitted to AIM and dealings in the Company's shares will commence on or around 30 May 2023.

Further information on the Proposals is contained in the Admission Document which is available on Fox Marble's website: www.foxmarble.net

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Company's announcement 28 April 2023.

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

Fox Marble Holdings plc

Chris Gilbert, Chief Executive Officer

Fiona Hadfield, Finance Director

Tel: +44 (0)20 7380 0999

Cairn Financial Advisers LLP (Nominated Adviser)

Liam Murray/Sandy Jamieson/Ludovico Lazzaretti

Tel: +44 (0)20 7213 0880

Spark Advisory Partners Limited (Nominated Adviser to the Enlarged Group subject to Admission)

Matt Davis / James Keeshan / Jack Lund

+44 (0) 203 368 3550

Tavira Securities Limited (Broker)

Oliver Stansfield/Jonathan Evans

+44 (0)203 192 1739

Update on share reorganisation and corporate presentation publication

Fox Marble Holdings plc

(“Fox Marble” or the “Company”)

Update on share reorganisation and corporate presentation publication

Fox Marble is pleased to advise that an updated corporate presentation has been uploaded to the Company’s website (www.foxmarble.net). The presentation provides more background on the proposed enlarged Eco Buildings Group as outlined in the Admission Document filed on 28 April 2023, a copy of which can also be found on the Company’s website.

Background to the Transaction

Following completion of the Reverse Takeover of Fox Marble by Eco Buildings Group Limited (collectively the “Enlarged Group”),  the Enlarged Group will enter the modular housing market utilising  glass-fibre reinforced gypsum (GFRG) technology. The Enlarged Group will be led by a new executive team with the requisite industry experience to execute on its business plan to deploy its  high-quality and robust  GFRG walling system for the modular housing market.

The Enlarged Group’s modular housing product has been shown to be up to 50% cheaper, two-thirds lighter, and five times faster to deploy than conventionally built homes. The construction method and materials are also considerably more environmentally friendly as they are non-toxic, inert, recyclable, utilise up to 74% less water and up to 50% less cement, consequently leading to approximately 60% less energy consumption then conventional building methods.

The proposals contained in the resolutions to be put before the General Meeting scheduled for the 26 May 2023 include a Share Reorganisation whereby 51 existing ordinary shares will be consolidated into 1 new share in the Enlarged Group.  On re-admission to AIM the share capital of the enlarged Group will comprise 70,070,080 ordinary shares of 1p per ordinary share, with a market capitalisation of approximately £38.5 million.

Financial

The Enlarged Group has already secured an order book of €114M over the next three years from two developer and construction companies in the Balkans. To satisfy this order book, in Q4 2022, the Enlarged Group arranged for the construction of a 2,440m2 factory in Albania.  In Q1 2023 equipment from its previous operating base in Dubai was relocated to the new purpose-built factory and will be re-connected in the weeks post the closing of the Reverse Takeover. Delivery of first sales under these contracts (as well as payment of 65% of the order value upon leaving the factory) is therefore expected in late Q3 2023.

In addition to the order book above the Enlarged Group has entered into a licencing arrangement with a UK Company who will pay a 30% gross revenue royalty to the Enlarged Group for use of its GFRG technology.

Further, the Group has also signed a letter of intent with a Spanish property developer to provide  approximately 2,000 housing units and is in advanced negotiations with a number of other parties in Latin America and Africa.

The Company initially intends to reinvest monies from product sales into operations to expand production capacity in order to meet this demand. This expansion will not only comprise of establishing additional production lines in its factory, but also the deployment of mobile production units directly into areas of operation, thereby maximising returns.

The company is in detailed discussions with prospective funders regarding the provision of additional debt facilities to the Enlarged Group to supplement the funding made available to the Company pursuant to the Placing.  This funding will be used to accelerate the growth in the production facilities.

The Enlarged Group will also benefit from Fox Marble’s historic operations, as it is expected that marble from Fox Marble’s quarries will be used in the developments under the Balkan contracts, generating additional revenue beyond the €114M  of contracts. Also the Enlarged Group will continue to utilise Fox Marble’s processing facilities and will target additional sales contracts to enable ongoing operations to further boost group revenue.

Modular Housing and Demand

The current global housing crisis provides an ever-increasing market for the Enlarged Group’s products and the modular housing market is already witnessing significant and rapid growth. Global prefabricated housing is forecast to grow from $109bn to $162bn (2027), although that still represents a small fraction of the global building industry.

A number of new “start ups” have entered the modular housing sector in recent years, albeit using very different technology to manufacture their products:

•        Goldman Sachs invested £75m in Top Hat which is currently building a 650,000 ft² new facility in Corby with the capacity of  delivering 4,000 homes per annum from 2023. In April 2023 Goldman Sachs announced a further £70m of investment into this project.

•        Ilke is backed by Sun Capital, TDR, Fortress Capital and Homes England, is building a 250,000ft² facility in Knaresborough. Ilke raised £100m in December 2022 to expand output to 4,000 homes and has secured a further £60m in a third round of funding.

The Directors of the Company are responsible for the release of 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: +44 (0)20 7380 0999

Fiona Hadfield, Finance Director

Tel: +44 (0)20 7380 0999

Tavira Financial Limited (Broker)

Oliver Stansfield/Jonathan Evans

+44 (0)203 192 1739

Cairn Financial Advisers (Nomad)

Liam Murray/Sandy Jamieson/Ludovico Lazzaretti

Tel: +44 (0)20 7213 0880