TIDMFOX
RNS Number : 7768I
Fox Marble Holdings PLC
16 December 2020
AIM: FOX 16 December 2020
Fox Marble Holdings plc
("Fox Marble" or the "Company")
Appointment of Dentons Europe CS LLP as legal counsel for
EUR195M Arbitration Proceedings against Republic of Kosovo
GBP500k committed in separate litigation fund
Conditional placing to raise GBP1.05m
Initiation of Proceedings against the Republic of Kosovo
Fox Marble (AIM:FOX), the AIM quoted company focused on marble
quarrying in Kosovo and the Balkans region, is pleased to report it
has engaged the services of Dentons CS Europe LLP ("Dentons") to
act on the Company's behalf in its circa EUR195 million claim
against the Republic of Kosovo ("the Arbitration"), announced on 4
September 2019. Dentons have agreed a fee arrangement which enables
Fox Marble to bring the Arbitration through to its conclusion.
To complement this arrangement with Dentons, the Company has
also secured firm commitments of a further GBP0.5 million
("Litigation Fund") in the form of litigation funding from private
investors.
This funding, plus a pre-agreed return on investment, will only
be repaid if the Arbitration proceedings are successful and no
Company shares are being provided to the investors in the
Litigation Fund.
The Placing (as defined below), the Litigation Fund and the fee
arrangement with Dentons are collectively expected to cover all
costs throughout the Arbitration process and allow Fox Marble to
immediately commence the formal proceedings against the Republic of
Kosovo.
Background to Legal Proceedings
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 EUR195 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 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.
Conditional Placing
The Company announces a conditional placing of 65,500,000 new
Ordinary Shares ("Placing Shares") at a price of 1.6 pence per
share ("Placing Price") through Brandon Hill Capital Limited, the
Company's joint broker, to raise GBP1,048,000 million before
expenses (the "Placing").
The Placing is conditional, inter alia, on shareholders giving
the directors authorities to issue new ordinary shares on a
non-pre-emptive basis. A General Meeting of shareholders will be
convened as detailed below.
A circular, convening a General Meeting at 10.00 a.m. on 4
January 2021 to grant the Board authority to allot the Placing
Shares for cash on a non pre-emptive basis, will be sent to
Shareholders today and will be available for download from the
Company's website at www.foxmarble.net .
Application will be made for the 65,500,000 Placing Shares to be
admitted to trading on AIM on or around 5 January 2021
("Admission"). The Placing Shares will rank pari passu with the
existing ordinary shares of the Company.
Following Admission, the Company will have in issue 373,872,214
ordinary shares with voting rights. The above figure 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 Disclosure
Guidance and Transparency rules.
Chris Gilbert, CEO commented : "I am pleased to announce the
appointment of Dentons Europe CS LLP to represent us in legal
proceedings against the Republic of Kosovo. Dentons is the largest
law firm in the world by number of lawyers and the 6(th) largest by
revenues ($2.3bn).
"Their involvement, coupled with the Litigation Fund and
Placing, will allow the Company to complete the Arbitration
proceedings launched on 4 September 2019. We remain steadfast in
our belief the Kosovan Government is in clear breach of its
responsibilities towards the Company as a foreign investor in
Kosovo and that this legal action is in the best interests of its
shareholders and employees. A successful outcome from this
litigation will enable the Company to increase investment in its
operations in Kosovo for the benefit of all its stakeholders
including employees and local communities."
Definitions in this announcement are the same as those included
in the Company's circular to be posted to shareholders today, dated
16 December 2020, available on the Company's website at
www.foxmarble.net . An extract of the Company's circular is set out
below.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014. In addition, market
soundings (as defined in MAR) were taken in connection with the
Placing as a result of which certain persons became aware of inside
information (as defined in MAR), as permitted by MAR. This inside
information is set out in this Announcement. Therefore, those
persons that received such inside information in a market sounding
are no longer in possession of such inside information relating to
the Company and its securities. The Directors of the Company take
responsibility for this announcement.
Media enquries should be sent to media@foxmarble.net .
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
Brandon Hill Capital (Joint Broker)
Oliver Stansfield Tel: +44 (0) 20 3463
5000
Allenby Capital (Joint Broker)
Amrit Nahal (Broking)
Nick Naylor/Nick Athanas/Liz Kirchner
(Corporate Finance) +44 (0) 203 328 5656
Cairn Financial Advisers LLP (Nomad
)
Liam Murray / Sandy Jamieson Tel: +44 (0) 20 7213
0880
Notes to Editors:
Fox Marble (AIM: FOX), is a marble production, processing and
distribution company in Kosovo and the Balkans region.
Its marble products, which includes Alexandrian Blue,
Alexandrian White, Breccia Paradisea, Etruscan gold and Grigio
Argento and are gaining sales globally both to international
wholesale companies as well as being supplied directly into luxury
residential properties. In the UK these include among others St
George's Homes and Capital and Counties Plc's Lillie Square
development. In Sydney, Australia Rosso Cait, Alexandrian White and
Breccia Paradisea marble 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.
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed
to be, forward looking statements. Forward looking statements are
identi ed 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 re ect the Directors' current beliefs
and assumptions and are based on information currently available to
the Directors.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Latest time and date for receipt of Forms 10.00 a.m. on 30 December
of Proxy for General Meeting 2020
General Meeting 10.00 a.m. on 4 January
2021
Admission of and commencement of dealings 5 January 2021
in the Placing Shares expected on AIM
CREST accounts credited with the Placing 5 January 2021
Shares in uncertificated form
Despatch of definitive share certificates By 11 January 2021
in respect of the Placing Shares to be
issued in certificated form (if required)
Notes:
1. Each of the times and dates refer to London time and are
subject to change by the Company (with the agreement of Brandon
Hill Capital), in which case details of the new times and dates
will be notified to the London Stock Exchange and the Company will
make an appropriate announcement through a Regulatory Information
Service.
2. Admission and dealings in the Placing Shares are conditional
on the passing of the Resolutions at the General Meeting.
PLACING STATISTICS
Placing Price 1.6 pence
Number of Existing Ordinary Shares 308,372,214
Number of Placing Shares 65,500,000
Number of Ordinary Shares in issue immediately
following completion of the Placing (1) 373,872,214
Placing Shares as a percentage of the enlarged
issued share capital 17.52%
Gross cash proceeds of the Placing GBP1.05 million
Estimated net cash proceeds of the Placing receivable GBP0.98 million
by the Company
ISIN Code GB00B7LGG306
SEDOL Code B7LGG30
Note:
(1) Assuming that no other Ordinary Shares (other than the
Placing Shares) will be issued in the period between the date of
this document and completion of the Placing.
LETTER FROM THE CHAIRMAN OF FOX MARBLE HOLDINGS PLC
Fox Marble Holdings plc
(Registered in England and Wales with company number
7811256)
Directors Registered Office
Andrew Allner (Non-executive Chairman)
Christopher Gilbert (Chief Executive Officer) 160 Camden High Street
Fiona Hadfield (Finance Director) London
Sir Colin Terry KBE CBDL FREng (Non-executive NW1 0NE
Director) United Kingdom
Roy Harrison OBE (Non-executive Director)
16 December 2020
Proposed Placing of 65,500,000 new Ordinary Shares at 1.6 pence
per share
and
Notice of General Meeting
Dear Shareholder,
1. Introduction
On 16 December 2020, the Company announced its intention to
raise GBP1.05 million (before expenses) by the placing of
65,500,000 new Ordinary Shares at a price of 1.6 pence per
share.
The Placing is conditional upon, among other things, Shareholder
approval at the General Meeting and the Placing Shares being
admitted to trading on AIM ("Admission"). The passing by
Shareholders of the Resolutions at the General Meeting will give
the Directors the required authority to allot the Placing Shares.
Subject to all relevant conditions being satisfied (or, if
applicable, waived), it is expected that the Placing Shares will be
issued and admitted to trading on AIM at 8.00 a.m. on 5 January
2021.
I am writing to set out the background to and reasons for the
Placing and to give you notice of the General Meeting to be held at
10.00 a.m. on Monday 4 January 2021, formal notice of which is set
out at the end of this document. The General Meeting is being
convened for the purpose of proposing the Resolutions described
below. The passing of the Resolutions is a condition to completion
of the Placing. The Directors intend to vote (or procure a vote) in
favour of all of the Resolutions in respect of their own beneficial
holdings totalling 34,951,594 Ordinary Shares, representing
approximately 11.33 per cent. of the Existing Ordinary Shares.
2. Background to and reasons for the Placing
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 EUR195 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 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
("Arbitration") 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.
Fox Marble has engaged the services of Dentons CS Europe LLP
("Dentons") to act on the Company's behalf in its circa EUR195
million lawsuit against the Republic of Kosovo. Dentons have agreed
a fee arrangement which enables Fox Marble to bring the Arbitration
through to its conclusion.
To compliment this arrangement with Dentons, the Company has
also secured firm commitments of a further GBP0.5 million
("Litigation Fund") in the form of litigation funding from private
investors.
This funding, plus a pre-agreed return on investment, will only
be repaid if the Arbitration proceedings are successful and no
Company shares are being provided to the investors in the
Litigation Fund.
The Placing (as defined below), the Litigation Fund and the fee
arrangement with Dentons are collectively expected to cover all
costs throughout the Arbitration process and allow Fox Marble to
commence the formal proceedings immediately against the Republic of
Kosovo.
3. Current Trading
Sales for the half year were EUR0.2 million (2019 - EUR1.0
million), due to the Covid-19 outbreak. The prominence of China in
the block marble market meant that sales of block marble showed a
sharp drop from the start of 2020. As international borders were
closed and the outbreak spread through Europe, the decision was
made to temporarily close the quarry at Prilep for the safety of
staff and to preserve working capital until such point as buyers
returned to market. Operations at the factory were limited due to
Covid-19 outbreak and a focus was made on processing materials that
were shipped to clients in the second half of the year.
The Prilep quarry was reopened in August 2020 and the Board
continues to monitor the progress on the block market through the
end of 2020 and into 2021.
Despite the low level of recorded revenue in first half of 2020,
the new sales team has generated increased interest in the
products, and discussions with large natural stone companies are
ongoing to supply blocks for their project portfolios. A number of
new contracts were signed for processing services and processed
marble which are expected to form the backbone of sales through the
end of 2020 and 2021.
-- As announced on 14 April 2020, Fox Marble signed a contract
to supply up to 20,000 square metres of paving to a local
municipality for the town square of Suhareka in Kosovo. Material
already specified and contracted under the first two stages of the
project has a total value in excess of EUR400,000, and once all
20,000 square metres have been supplied the project is expected to
be worth in excess of EUR750,000. Fox Marble has supplied over
7,000 sqm of material since June 2020.
-- As announced on 23 June 2020, Fox Marble signed a contract to
supply 35,000 square metres of cut and polished tiles to CC
Apartments LLC. CC Apartments LLC is engaged in developing several
prestigious projects including apartments in Kosovo, as well as
Albania and surrounding countries. Fox Marble will be processing
blocks of a range of marble from its own quarries for this project
and supplying this material from its factory in Kosovo over the
course of 2021 starting in January. The total value of the contract
is in excess of EUR700,000.
-- As announced on 30 July 2020, Fox Marble signed a new
contract to supply 20,000 square metres of cut and polished paving
tiles for installation in the town square for the Municipality of
Podujeva in Kosovo. This contract has been entered into with the
contractors charged with developing and completing the town square
which will be paved with material exclusively supplied by Fox
Marble. Fox Marble began supplying material for this project in
August 2020. The total value of this contract is around EUR700k
over 2020 and 2021. Fox Marble has supplied over 3,800 sqm of
material since project started in August 2020.
Factory
Fox Marble is experiencing a developing local market for its
processed material and range of products from cut and polished
tiles to stair pieces, door and window lintels to slabs, driving
increased production at the factory.
In June 2020, the Company announced that it had acquired two
additional automatic CNC cutting machines to be installed in its
factory in Kosovo. The two machines are manufactured by Simec Srl
and Garcia Ramos SA and with the existing Gravellona Machine Marmo
CNC machine will double the capacity to cut tiles. The machines
have been installed and are now fully operational.
Quarry Operations
Prilep
The Company entered into an agreement to operate a quarry in
Prilep, North Macedonia in 2013. The agreement was for a period of
20 years with an irrevocable option to extend the period for a
further 20 years thereafter. The Prilep quarry contains a highly
desirable white marble Alexandrian White and Alexandrian Blue. This
is one of a small cluster of quarries, in the Stara river valley,
overlooked by the Sivec pass.
The Company also has the rights to an additional quarry nearby,
Prilep Omega, which it acquired in 2014.
Quarrying was suspended at Prilep in April 2020 as a result of
the un-folding Covid-19 crisis. It was re-opened in August
2020.
Cervenillë
This site was the first of our quarries to be opened in November
2012. It is being exploited across three separate locations
(Cervenillë A, B & C) from which red (Rosso Cait), red tinged
grey (Flora) light and darker grey (Grigio Argento) marble is being
produced in significant quantities. The polished slabs from this
quarry have sold well.
The quarry was re-opened in September 2020 to address the
anticipated upcoming demand for Argento Grigio from existing and
future contracts.
Impact of Coronavirus
As announced on 3 April 2020, the spread of Coronavirus
(COVID-19) continues to have a significant impact across industries
worldwide, including the marble extraction and processing market,
given the international travel and working restrictions now in
place in many countries.
The Board's highest priority is the continued wellbeing of its
employees, customers and stakeholders both in the UK and Kosovo.
Given the continued uncertainty on the potential impact and
duration of the COVID-19 pandemic, the Board has taken pre-emptive
steps not only to ensure the wellbeing of those affected, but also
to best position the Group for future operations.
COVID-19 has had a significant impact on demand for block marble
due to travel restrictions since January 2020 placed on China,
which is the location of the principal buyers of the Group's block
marble. The spread of the virus into Europe and the resulting
impact on cross-border travel and trade has magnified this effect.
The Group has elected to significantly scale back production at the
quarry in order to keep operational cash flow neutral until the
international block marble market returns to normality. The Group
is well-positioned to ramp up operations as and when it is feasible
to do so.
The Board continues to closely monitor the situation and working
capital will continue to be tightly managed. Whilst operations were
temporarily suspended, the Company sought to eliminate all
unnecessary costs.
4. Information on the Placing
The Placing Shares will be credited as fully paid and rank
equally with the existing issued Ordinary Shares if and when
issued. Application will be made for the Placing Shares to be
admitted to trading on AIM on or around 5 January 2021.
Placing
The Placing comprises the issue of 65,500,000 new Ordinary
Shares at the Placing Price to existing and new investors to raise
GBP1.05 million before expenses. The Placing is conditional upon,
among other things, Shareholder approval of the Resolutions at the
General Meeting, the Company allotting, subject only to Admission,
the Placing Shares, Admission of the Placing Shares to trading on
AIM becoming effective by no later than 8.00 a.m. on 5 January 2021
(or such other time and/or date, being no later than 8.00 a.m. on
31 January 2021, as Brandon Hill Capital and the Company may
agree).
The Placing has not been underwritten by Brandon Hill Capital or any other person.
The Placing Shares are not being made available to the public
and are not being offered or sold in any jurisdiction where it
would be unlawful to do so.
Use of Proceeds
The Company intends to use the net proceeds from the Placing to
fund expected costs of the Arbitration Case against the Republic of
Kosovo and provide working capital.
5. General Meeting
A notice convening a General Meeting of the Company to be held
at the registered office of the Company at 160 Camden High Street,
NW1 0NE at 10.00 a.m. on Monday 4 January 2021 is set out at the
end of this document. The business to be considered at the General
Meeting is set out in the Notice of General Meeting. Explanatory
notes relating to each Resolution are set out below. The Placing is
conditional upon, among other things, the passing of the
Resolutions.
The Company is closely monitoring the evolving Coronavirus
(COVID-19) situation and, it may be necessary to change how the
Company holds and conducts the General Meeting. In these
unprecedented times the health of the Company's Shareholders, as
well as its employees and customers, is the Company's highest
priority. The General Meetings is an important event and the Board
usually welcomes the opportunity to present and answer Shareholder
questions, in person. However, due to the situation at the date of
this Notice, in particular the current UK Government guidance on
social distancing, prohibiting non-essential travel and public
gatherings, the Company is asking that, if the COVID-19 situation
continues, Shareholders do not attend the General Meeting. Unless
the guidance changes, Shareholders will not be permitted entry.
The Company is required by law to hold the General Meeting. As a
result, the Board currently anticipate that the General Meeting
will be purely functional in format with employee Shareholders
attending to satisfy the quorum requirements to comply with legal
requirements and, to enable Shareholders to pass the necessary
resolutions. This does not change Shareholders' ability to vote
and, the Board encourages Shareholders to submit their proxy form
as early as possible, to enable their vote to be counted. The Board
strongly recommends that Shareholders should vote by appointing the
chairman of the General Meeting as their proxy (giving the chair
instructions on how to vote the Shareholder's shares).
The Board asks that Shareholders instead please exercise their
votes by completing the enclosed proxy form in accordance with the
instructions printed on the form and return it to Shaun Zulafqar,
60 Gracechurch Street, London EC3V 0HR by no later than 30 December
2020.
In addition, should a Shareholder have a question that they
would have raised at the General Meeting, the Board asks that they
instead send their question in advance by email to
shaun.zulafqar@shma.co.uk. The Board will consider all questions
received and, if appropriate will publish on their website at
www.foxmarble.net or provide a written response.
In light of the evolving situation, it may in any case be
necessary to change the arrangements for the General Meeting after
the date of this Notice. The Board encourages Shareholders to watch
the Company's website at www.foxmarble.net and regulatory news for
any further updates in relation to the General Meeting
At the annual general meeting of the Company held on 30 June
2020 Shareholders passed resolutions in order to: (i) grant the
Directors authority to allot equity securities up to a maximum
nominal value of GBP866,871; and (ii) disapply statutory
pre-emption rights to allow the allotment by the Directors of
equity securities for cash up to an aggregate nominal value of
GBP262,658 without the requirement for such equity securities to be
first offered to existing Shareholders. The issue of the Placing
Shares, together with other relevant prior allotments, renders the
second of these authorities insufficient to allow the placing of
the Placing Shares to proceed without further Shareholder approval.
Accordingly, the issue of the Placing Shares is conditional on
Resolutions 1 and 2 being passed.
The Company is therefore proposing that Shareholders pass the
Resolutions in order to:
(1) grant authority to the Directors under section 551 of the
Act, to allot Ordinary Shares up to a maximum aggregate nominal
amount of GBP655,000 being the maximum required for the purposes of
issuing the Placing Shares; and
(2) empower the Directors, under section 570 of the Act, to
allot, inter alia, the Placing Shares on a non pre-emptive
basis.
Each of the authorities sought at the General Meeting will be in
addition to the authorities granted at the 2020 AGM. These
authorities will expire on 30 June 2021 or at the end of the AGM in
2021, whichever is earlier.
6. Admission, Settlement and CREST
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. On the assumption
that, among other things, the Resolutions are passed, it is
expected that Admission of the Placing Shares will become effective
and that dealings in the Placing Shares will commence at 8.00 a.m.
on or around 5 January 2021.
The Articles permit the Company to issue shares in
uncertificated form. CREST is a computerised paperless share
transfer and settlement system which allows shares and other
securities to be held in electronic rather than paper form. The
Ordinary Shares are already admitted to CREST and therefore the
Placing Shares will also be eligible for settlement in CREST. CREST
is a voluntary system and Shareholders who wish to retain
certificates will be able to do so on request. The Placing Shares
due to uncertificated holders are expected to be delivered in CREST
on 11 January 2021.
7. Action to be taken by Shareholders in respect of the General Meeting
Shareholders will find enclosed with this document a Form of
Proxy for use at the General Meeting. You are strongly encouraged
to complete, sign and return your Form of Proxy in accordance with
the instructions printed on it as soon as possible, but in any
event so as to be received, by post or, during normal business
hours only, by hand, to Shaun Zulafqar, 60 Gracechurch Street,
London EC3V 0HR by 10.0am on 30 December 2020 (or, in the case of
an adjournment, not later than 48 hours before the time fixed for
the holding of the adjourned meeting (excluding any part of a day
that is not a working day). Alternatively, your form of proxy may
be scanned and sent by email to shaun.zulafqar@shma.co.uk so as to
be received by 10.00 a.m. on 30 December 2020.
The appointment of proxies or the giving of any instruction by
the CREST system will not be accepted for the purposes of the
General Meeting.
Appointing a proxy in accordance with the instructions set out
above will enable your vote to be counted at the General Meeting if
you are unable to attend. The completion and return of the Form of
Proxy will not prevent you from attending and voting in person at
the General Meeting, or any adjournment of it, should you wish to
do so, subject to government guidance at the time.
8. Recommendation
The Directors believe that the Resolutions to be proposed at the
General Meeting are in the best interests of the Company and
Shareholders as a whole and unanimously recommend that you vote in
favour of them as they intend to do (or procure to be done) in
respect of their own beneficial holdings totaling 34,951,594
Ordinary Shares, representing approximately 11.33 per cent. of the
Existing Ordinary Shares.
Yours faithfully
Andrew Allner
Non-executive Chairman
DEFINITIONS
The following definitions apply throughout this document
(including the Notice of General Meeting) and the Form of Proxy
unless the context requires otherwise:
"Act" the Companies Act 2006
"Admission" admission of the Placing Shares to trading
on AIM becoming effective in accordance
with Rule 6 of the AIM Rules
"AIM" the AIM market of the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published
by the London Stock Exchange
"Brandon Hill Capital" Brandon Hill Capital Limited of 1 Tudor
Street, London EC4Y 0AH, the Company's
joint broker
"Business Day" any day on which banks are generally
open in England and Wales for the transaction
of business, other than a Saturday, Sunday
or public holiday
"Company" or "Fox Marble" Fox Marble Holdings plc
"CREST" a relevant system (as defined in the
CREST Regulations) in respect of which
Euroclear is the Operator (as defined
in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755), as amended from
time to time
"Directors" or "Board" the existing directors of the Company
whose names are set out on page 4 of
this document
"Euroclear " Euroclear UK & Ireland Limited
"Existing Ordinary Shares" the 308,372,214 Ordinary Shares in issue
at the date of this document
"Form of Proxy" the form of proxy for use in connection
with the General Meeting
"General Meeting" the general meeting of the Company to
be held at 10.00 a.m. on 4 January 2021
at the Company's registered office at
160 Camden High Street, NW1 0NE or any
adjournment thereof, notice of which
is set out in the Notice of General Meeting
"Group" the Company and its subsidiary undertakings
"London Stock Exchange" London Stock Exchange plc
"Notice of General Meeting" the notice convening the General Meeting
which is set out at the end of this document
"Ordinary Shares" ordinary shares of one penny each in
the share capital of the Company
"Placees" the persons who have conditionally agreed
to subscribe for the Placing Shares
"Placing" the conditional placing by Brandon Hill
Capital on behalf of the Company of the
Placing Shares at the Placing Price
"Placing Price" 1.6 pence per Placing Share
"Placing Shares" the 65,500,000 new Ordinary Shares conditionally
placed under the Placing with investors
that will be allotted following the General
Meeting subject to, among other things,
the passing of the Resolutions
"Regulatory Information the regulatory information services approved
Service" by the London Stock Exchange for the
distribution of AIM announcements
"Resolutions" the resolutions to be proposed at the
General Meeting, details of which are
set out in the Notice of General Meeting
"Shareholders" the holders of Ordinary Shares from time
to time
"United States" United States of America and its territories
In light of the rapidly evolving situation and recent government
guidance regarding the outbreak of Covid-19 (Coronavirus), the
Company has taken the decision to alter the format of the Company's
general meeting to be held at 10.00 a.m. on Monday 4 January 2021
at the Company's registered offices. The safety and security of the
Company's officers, Shareholders, guests and service providers is
of paramount importance. The formalities of the meeting shall
continue, as required by the Companies Act 2006 and the Company's
Articles of Association, but all Shareholders are encouraged to
vote by proxy, and, given the government guidance, not to attend
the meeting in person. In the event that Shareholders have a
question for the Company, please contact the Company Secretary by
email (please see the notes) or telephone, and we will arrange for
a response to be provided to you.
NOTICE OF GENERAL MEETING
Fox Marble Holdings plc
(Registered in England and Wales with company number
7811256)
NOTICE IS GIVEN that a general meeting of Fox Marble Holdings
plc (the "Company") will be held at the Company's registered
offices at 160 Camden High Street, NW1 0NE at 10.00 a.m. on 4
January 2021 to consider the following resolutions of which
resolution 1 will be proposed as an ordinary resolution and
resolution 2 as a special resolution.
Ordinary resolution
1. THAT, in accordance with section 551 of the Companies Act
2006 (the "Act") and in addition to any authority previously
granted to them, the directors of the Company ("Directors") be
generally and unconditionally authorised to allot shares in the
Company or grant rights to subscribe for or to convert any security
into shares in the Company ("Relevant Securities") up to an
aggregate nominal amount of GBP655,000, provided that this
authority shall, unless renewed, varied or revoked by the Company,
expire on 30 June 2021 or at the conclusion of the next Annual
General Meeting of the Company, whichever is earlier, save that the
Company may, before such expiry, make an offer or agreement which
would or might require Relevant Securities or equity securities as
the case may be to be allotted after such expiry and the Directors
may allot Relevant Securities or equity securities under such offer
or agreement notwithstanding that the authority conferred by this
resolution has expired.
Special resolution
2. THAT, subject to the passing of resolution 1 and in
accordance with section 570 of the Act and in addition to any
authority previously granted to them, the directors of the Company
("Directors") be generally empowered to allot equity securities (as
defined in section 560 of the Act) for cash under the authority
conferred by resolution 1 or by way of a sale of treasury shares,
as if section 561(1) of the Act did not apply to any such
allotment, provided that this power shall:
(a) be limited to the allotment of equity securities up to an aggregate nominal amount of
GBP655,500 ; and
(b) expire upon the expiry of the general authority conferred by
resolution 1 above (unless renewed, varied or revoked by the
Company prior to or on that date) save that the Company may, before
such expiry make an offer or agreement which would or might require
equity securities to be allotted after such expiry and the
Directors may allot equity securities under any such offer or
agreement notwithstanding that the power conferred by this
resolution has expired.
By order of the Board
Ben Harber
Company Secretary
16 December 2020
Registered Office
160 Camden High Street
London
NW1 0NE
Notes:
(i) A member entitled to attend and vote at the meeting is
entitled to appoint another person(s) (who need not be a member of
the Company) as their proxy to exercise all or any of their rights
to vote at the meeting. A member can appoint more than one proxy in
relation to the meeting, provided that each proxy is appointed to
exercise the rights attaching to different shares held by them.
(ii) In the light of social distancing requirements,
Shareholders are encouraged to appoint the Chair of the Meeting as
their proxy to exercise all or part of their rights to vote on
their behalf at the Meeting. In the case of joint holders, where
more than one of the joint holders purports to appoint a proxy,
only the appointment submitted by the most senior holder will be
accepted. Seniority is determined by the order in which the names
of the joint holders appear in the Company's Register of Members in
respect of the joint holding (the first named being the most
senior). .
(iii) A form of proxy is enclosed with this notice and
instructions are shown on the form. To be valid, completed proxies
must be received (together with the power of attorney or other
authority, if any, under which they are signed or a notarially
certified copy of such power of attorney) by the Company Secretary,
Shaun Zulafqar, no later than 48 hours (excluding any part of a day
that is not a working day) before the time for holding the meeting
in one of the following ways:
(a) hard copy form by post, by courier or by hand to Shaun
Zulafqar , 60 Gracechurch Street, London EC3V 0HR; or
(b) scanned and emailed to the Company Secretary using the email
add ress shaun.zulafqar@shma.co.uk .
(iv) The appointment of proxies or the giving of any instruction
by the CREST system will not be accepted for the purposes of this
General Meeting as this is not cost effective for the Company at
this stage.
(v) The Company specifies, under Regulation 41 of the
Uncertificated Securities Regulations 2001, that only those
Shareholders registered in the register of members of the Company
as at 6.00 p.m. on 30 December 2020 (or, if the meeting is
adjourned, at 6.00 p.m. on the date which is two days prior to the
adjourned meeting) shall be entitled to attend and vote at the
meeting or adjourned meeting in respect of the number of shares
registered in their respective names at that time. Changes to
entries on the register of members after that time shall be
disregarded in determining the rights of any person to attend or
vote at the meeting.
(vi) To change your proxy instructions, you may return a new
proxy appointment using the methods set out above. Where you have
appointed a proxy using the hard copy proxy form and would like to
change the instructions using another hard copy proxy form, please
contact the Company Secretary on +44 (0) 207 264 4405. The deadline
for receipt of proxy appointments (see above) also applies in
relation to amended instructions. Any attempt to terminate or amend
a proxy appointment received after the relevant deadline will be
disregarded. Where two or more valid separate appointments of proxy
are received in respect of the same share in respect of the same
meeting, the one which is last sent shall be treated as replacing
and revoking the other or others.
(vii) Except as provided above, members who have general queries
about the meeting should telephone the Company Secretary on +44 (0)
207 264 4405 (no other methods of communication will be accepted).
You may not use any electronic address provided either in this
Notice of General Meeting; or any related documents (including the
Chairman's letter and proxy form), to communicate with the Company
for any purposes other than those expressly stated.
(viii) As at 15 December 2020 (being the last Business Day prior
to the publication of this Notice of General Meeting) the Company's
issued share capital consists of 308,372,314 Ordinary Shares,
carrying one vote each. Therefore, the total voting rights in the
Company as at 15 December 2020 are 308,372,214 .
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END
MSCTABBTMTBBTMM
(END) Dow Jones Newswires
December 16, 2020 02:00 ET (07:00 GMT)
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