?2.5m Fundraising and Notice of General Meeting

RNS Number : 2416L

Fox Marble Holdings PLC

08 August 2013

 



AIM:  FOX

8 August 2013

Fox Marble Holdings plc

 ("Fox Marble" or the "Company")

£2.5 million fundraising and Notice of General Meeting

Fox Marble, the AIM listed company focused on marble quarrying in Kosovo and the Balkans region, is pleased to announce that it has raised £2,514,877 through a placing and subscription.

£2,427,499 (before expenses) has been raised through Fox-Davies Capital Limited (the "Placing"), conditional on admission, which will be effected through a two stage equity placing of 14,712,116 new ordinary shares ("Placing Shares") at a price of 16.5 pence per share ("Placing Price").  The Placing was supported by a number of leading financial institutions.

In addition, two funds managed by Amati Global Investors have agreed to subscribe £87,378 for 529,563 ordinary shares ("Subscription") 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.

Reasons for the Placing and use of proceeds

Fox Marble's long term strategy is to expand its portfolio and widen its geographical exposure as it looks to build a profitable marble quarrying and production business and substantial progress has been made in the period since admission towards this strategy.  The Company is carrying out the Placing to replace the £2 million undrawn convertible loan note facility provided by AGMH Limited to the Companyand to provide additional working capital for the development of its business.

Details of the Placing

Of the 14,712,116 new Ordinary Shares being placed, the Company has placed 10,469,694 new Ordinary Shares ("Firm Placing Shares") at the Placing Price to raise £1,727,499 (before expenses) ("Firm Placing"). The Firm Placing Shares have been allotted and issued utilising the Company's existing share allotment authorities and the Firm Placing is conditional upon, among other things, admission of the Firm Placing Shares to trading on AIM.  It is expected that the Firm Placing Shares will be admitted to trading on AIM on or about 13 August 2013.

The remaining 4,242,422 new Ordinary Shares ("Conditional Placing Shares") are to be placed conditional upon, among other things, Shareholder approval at the General Meeting to raise £700,000 (before expenses) ("Conditional Placing").  Subject to all relevant conditions being satisfied (or, if applicable, waived), it is expected that the Conditional Placing Shares will be admitted to trading on AIM on or about 29 August 2013.

Shareholder approval for the issue of the Conditional Placing Shares on a non pre-emptive basis, at the Placing Price  shall therefore be sought at a General Meeting to be held at the offices of Nabarro LLP at Lacon House, 84 Theobald's Road, London WC1X 8RW at 10 a.m. on 28 August 2013.  Shareholder approval to update the existing Directors' authorities to allot shares will also be sought at this General Meeting.   Formal notice of the General Meeting will be posted to shareholders as soon as practicable and will be available from the Company's website at www.foxmarble.net.

The maximum number of Placing Shares to be issued in connection with the Placing is equivalent to 13.6 per cent. of the Company's issued Ordinary Share capital at the date of this announcement.

Details of the Subscription

Two funds managed by Amati Global Investors have agreed to subscribe, in aggregate, £87,378 for 529,563 new ordinary shares and have agreed to amend the terms of the loan note held by them such that the first year's interest capitalised on the loan note will be payable in cash. Issue of the shares in respect of the Subscription is conditional, among other things, on the passing of the resolutions at the General Meeting.

Directors' dealings

Andrew Allner and Roy Harrison have subscribed for 181,818 Placing Shares and 121,212 Placing Shares respectively at the Placing Price.

Following completion of the Placing and Subscription, the Directors will have the following beneficial interests in Fox Marble shares:

Director	No of ordinary shares	Percentage of enlarged share capital
Andrew Allner	272,190	0.22%
Christopher Gilbert	20,306,250	16.45%
Dr Etrur Albani	20,757,500	16.81%
Fiona Hadfield	-	-
Sir Colin Terry	46,444	0.04%
Roy Harrison	167,656	0.14%
Dr Paul Jourdan1	-	-

1 Following completion of the Placing and the Subscription, Amati Global Partners LLP and funds managed by it will be interested in 6,520,067 ordinary shares representing 5.28 per cent of the share capital as enlarged by the Placing and the Subscription

Broker warrants

The Company has granted warrants to subscribe for 190,006 new ordinary shares to Fox-Davies Capital Limited in respect of the Firm Placing and is under an obligation to grant warrants to subscribe for a further 438,175 new ordinary shares to Fox-Davies Capital Limited in respect of the Firm Placing (subject to the Directors obtaining the requisite shareholder authorities). The Company will also grant warrants to subscribe for 254,546 new ordinary shares to Fox-Davies Capital Limited in respect of the Conditional Placing (subject to the Shareholder approval sought at the General Meeting).  These warrants are exercisable at the Placing Price at any time between the first and fourth anniversaries of the Placing.

Chris Gilbert, Chief Executive of Fox Marble, said: "In what continue to be difficult global capital markets, it is reassuring to see such a strong level of support from both existing and new institutional investors. Placing shares at a premium to the current price, rather than at a discount, is further testament to what we feel is a very compelling investment case.

Since listing on AIM the Company has rapidly evolved from a start-up operation to a producing company with its first offtake agreement signed with a leading UK marble distributor. We envisage further sales being secured in the coming months."

Enquiries:

Fox Marble Holdings plc
Christopher Gilbert, Chief Executive Officer Fiona Hadfield, Chief Financial Officer	Tel: [phone]
Fox-Davies Capital Limited (Nomad and Joint Broker)
Susan Walker/Jonathan Evans	Tel: [phone]
Sanlam Securities UK Limited (Joint Broker)
Lindsay Mair/Richard Goldsmith	Tel: [phone]
Buchanan	Tel: [phone]
Mark Court / Fiona Henson / Sophie Cowles	www.buchanan.uk.com

Notes to editors:

Fox Marble Holdings plc is an AIM quoted natural stone extraction company operating in Kosovo and the Balkans region, with headquarters in the United Kingdom.

The Company has been granted mining licences in relation to five separate marble quarries and completed a maiden JORC resource indicating an in-situ valuation of approximately Euro 16.5 billion.  Established in 2011, Fox Marble has access to over 300 million cubic metres of premium quality marble including white breccia and honey yellow onyx.

Fox Marble also has rights to extract grey marble from the Drini quarry and cream and white grey marble from the Malesheva quarry, both in Kosovo and white Sivec marble from the Prilep Quarry in Macedonia.

 

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