AIM Rule 26
The information below is disclosed in accordance with AIM Rule 26, and was correct as at 31/12/2016.
UK City Code on Takeovers and Mergers
Fox Marble is subject to the UK City Code on Takeovers and Mergers.
Company Key Facts
Stock symbol: FOX
Country of Incorporation: England and Wales
Registered Address: 15 Kings Terrace, London, NW1 0JP
Company Number: 7811256
Main Country of Operation: Kosovo
Index Market: AIM
Further information required by AIM Rule 26 is available from the links below.
- Advisers to The Company
- Description of the Business
- Board of Directors
- Committees & Corporate Governance
Documents & Announcements
- Admission Document & Circulars
- Annual & Interim Reports
- Constitutional Documents
- Regulatory News Service (RNS) Announcements
Fox Marble Holdings plc is a dimension stone company focused on quarrying in Kosovo and Macedonia and processing in Kosovo. It is listed on the AIM market of the London Stock Exchange (AIM:FOX).
Fox Marble has five quarries under licence (four of which are in operation) and a further five quarries under operating agreements. The quarries hold a combined volume of over 300 million cubic metres of premium quality marble and decorative stone. The quarries are currently being managed and developed by the Group's skilled Carrara-trained workforce.
Fox Marble has now finished its first processing facility in Kosovo. This will enable the Group to process marble block into finished slabs. The Group's goal is to establish itself as the industry leader in decorative stone from Kosovo and Southeast Europe bringing the highest quality stone to the market at highly competitive prices. To this end in October 2016 Fox Marble announced the launch of Stone Alliance LLC. This U.S registered company will dwarf its parent and will eventually have some forty plus quarries and a further three processing plants. Stone Alliance is now at the fundraising stage of its life-cycle.
Fox Marble was founded by Chris Gilbert and Dr Etrur Albani in 2011 to exploit the extensive high quality, and in many cases unique, marble and dolomitic limestone reserves in Kosovo where the dimension stone industry had lain dormant for many decades. The aim from the outset was to own and operate quarries, process the stone and sell stone block, transformed stone and the bi-products of processing. A secondary objective was to introduce a new industry and type of business governance to Kosovo, a country that has struggled to develop its economy following independence in 2008.
Following extensive research, the company acquired rights and mining licences to five quarries at Rahovec (three quarries including Malishevë and Cervenillë), Syriganë and Pejë. These quarries promised an exciting palette of colours from white, through a variety of greys to red and gold.
Fox Marble listed on the AIM of the London Stock Exchange in August 2012 raising the capital needed to equip, develop and operate its quarries and build its processing plant. It remains the only AIM listed dimension stone company and is the first publicly listed company from anywhere in the world to build its operations predominantly in Kosovo. The company is a trail blazing pioneer on many levels.
The initial focus was on opening its quarries. Guided by its Italian quarry strategist, Studio Pandolfi, and highly skilled Italian quarrymasters, a workforce was recruited and trained. Few of the workforce had any previous quarry experience. Access roads, some of them substantial pieces of civil engineering in their own right, were constructed and services installed. Quarry sites and their adjacent block parks were mapped out in detail and cleared. Only then could actual quarrying commence.
Dimension stone quarries take time to open in a way which balances short term yield and long term potential. The geology has to be investigated in detail and adjustments made to the orientation of excavations. Three operating seasons (these are March/April to December/January in Kosovo and Macedonia depending on the length and severity of the winters) to bring a quarry into consistent production is normal. Fox Marble reduced that time scale with a herculean effort at all its sites but developing a top quality dimension stone quarry is still more of a painstaking than a spectacular process.
Once the overburden has been removed, excavation is by precision drilling and cutting in order to preserve the integrity of the raw material. The target output is large uniform stone blocks (up to a maximum of 25 tonnes in Kosovo because of transport regulations) and the faster more destructive quarrying techniques of the aggregates industry are simply not an option. Cutting the blocks and removing them creates the stone ‘benches’ (see images above) – giant steps that are the defining visual characteristics of dimension stone quarries.
As in most quarries, the material from closest to the surface in the Fox quarries has, for hundreds of thousands of years been subjected to the effects of weathering and the action of plant roots breaking up the uniformity of the stone and producing holes, cracks and sometimes discolouration. Furthermore, both Kosovo and Macedonia are seismically active areas and this adds to the cracking in the surface layers in particular. The higher quality stone, more compact, uniform and with fewer cracks and holes comes from deeper in the quarries.
Even the surface material may have commercial value. Fox Marble has stockpiled the better surface stone from each of its quarries to await the installation of a tile processing line in its factory. Much of it is perfect for small cut to size items such as tiles and anything which does not make the grade for that will eventually be crushed for gravel or powder.
Quarrying in Kosovo over the last 3 years has more than borne out the optimism of the early survey work. But the Company recognised early on that a whiter marble than its Kosovo quarries were yielding would significantly enhance its portfolio. Neighbouring Macedonia had exactly what was needed. This world-renowned material occurs in deposits running for more than 50 km through central and southern Macedonia and the company was fortunate to be able to acquire, with the help of a local partner, a large concession just to the north of Prilep, Macedonia's answer to Carrara. It has rights to two quarries and has been extracting marble commercially for three seasons.
Once work on opening the quarries had begun, Fox turned its corporate attention to its first processing factory. Replacing expensive and logistically complicated processing in Italy with significantly less expensive and more agile processing in Kosovo was always a cornerstone of company strategy.
Finding a large enough site to buy near to Prishtina, the state capital and main transport hub, was the first challenge. Lipjan, just a few km to south, with its helpful mayor, was chosen. However, the land allocated for industry in the Lipjan municipality is on a series of small hills and the municipality had undertaken no site preparation. Fox Marble was the first company to buy land there and this created work. The factory site had to be levelled (fortunately Fox is a quarrying company and had its own heavy plant available), the access road built and services laid on. Electricity required a special agreement with the distribution company to ensure continuous provision (Kosovo has an overall electricity deficit) and installing an 2km underground cable from the nearest appropriate point on the national power grid. The task of persuading reluctant landowners to let Fox dig a trench for the cable was a task and a half in itself. Fortunately, water (the factory uses a lot for lubrication) was less of an issue. It became apparent very early on that the most cost-effective solution was a borehole on site.
The factory was designed in Italy around mostly Italian machinery. The building itself, in a prominent yellow, was purchased and shipped from Greece whilst all the construction work was undertaken, to exacting standards, by local companies. As soon as the building shell was complete a local artist was commissioned to paint the company name on the side of the building in letters large enough to be visible many km away and, importantly for such a pioneering investment, to be visible from aircraft taking off and landing from the nearby international airport. Those who have not seen it often assume that the name must have been Photoshopped!
The factory is being completed in stages under the supervision of Italian specialists. The first of the vast gangsaws, which cut stone blocks into slabs, began cutting right at the end of 2016. The slab polishing line and the epoxy resin line became fully operational in late summer 2017 and the first exports of finished stone slabs to the US came shortly afterwards. Sophisticated machinery to produce stone tiles and other cut to size stone products will commission in 2018. Landscaping the factory site began over the winter 2017/18 when snowfall and extreme cold constrained production.
With the factory complete the Company is able to satisfy all the major global markets and focus is now on consolidation and growth. The company stepped up its world-wide marketing and sales drive at the end of 2016 and has continued this systematically throughout 2017 and into 2018 with a team both growing in size and experience. Prestigious and lucrative orders have been won and announced and more are in the pipeline. The future is looking good.
Board of Directors
Andrew is currently the Chairman of The Go-Ahead Group Plc, Non-Executive Chairman for Marshalls Plc and SIG plc and Non-Executive Director at Northgate Plc. Previously; Andrew was Non-Executive Director of Moss Bros, CSR Plc and AZ Electronic Materials SA; and Group Finance Director at RHM Plc, taking a lead role in its flotation on the London Stock Exchange in 2005 and CEO at Enodis Plc.
Andrew has also served in senior executive positions with Dalgety Plc, Amersham International Plc and Guinness Plc, and was a Partner at PriceWaterhouseCoopers
Chris Gilbert has developed a number of successful businesses, with specific responsibility for fundraising, executive business management and their subsequent disposals. In that time, Chris has raised significant sums for companies he has founded or reorganised.
In 1992, Chris co-founded Infectious Records, an independent record company which grew to be one of the most successful independent record companies in the UK until it was sold to Rupert Murdoch's News Corporation in 1999. Following this he founded Auriga Networks, a satellite transmission company which has developed a unique technology to deliver mpeg 3 video over VSAT networks and numbers amongst its clients NATO, the British and US Army, BBC, Fox Television and CBS News. In addition, Chris co-founded DarkStar Technologies, a hi tech start up providing internet security and data management services to the entertainment industry with such clients as EMI, Sony, BMG, Warner Brothers Pictures and Universal-NBC, subsequently sold in 2010.
In 2005, Chris co-founded Crosstown Songs, a buy & build music publishing venture funded by Cargill which became a major independent music publishing company which was sold to KKR / Bertelsmann in 2009.
Fiona Hadfield is a chartered accountant. She previously worked with Deloitte LLP and qualified in 2005. In 2009, Fiona joined Crosstown Songs as Chief Financial Officer, overseeing all financial aspects of the company's disposal of assets to KKR and Bertelsmann. Fiona is a graduate of Oxford University.
Sir Colin Terry KBE CB DL FREng
Sir Colin spent 37 years in the Royal Air Force, where he reached the rank of Air Marshal. He was Director-General of Support Management in 1993, Chief of Staff at RAF Logistics Command in 1995 and Air Officer Commanding-in-Chief at RAF Logistics Command in 1997 before retiring in 1999.
Sir Colin is the former Non-Executive Chairman of Meggitt Plc, a position he held between 2004 and 2016. He is qualified as a chartered engineer and fellow of Imperial College.
Roy Harrison OBE
A former Chief Executive of Tarmac Plc, Roy completed the sale of Tarmac to the Anglo American Mining Group in 2000. He is the former Chairman of Renew Holdings Plc and was a Senior Independent Director of the BSS Group Plc. Roy is chairman of the Thomas Telford Multi Academy Trust, having spent 25 years establishing and running new or rescued schools under the Thomas Telford Banner.
Annual & Interim Reports
ANNUAL REPORT 2017
interim REPORT 2017
ANNUAL REPORT 2016
Interim report 2016
Annual report 2015
INTERIM REPORT 2015
Annual report 2014
Although Fox Marble Holdings Plc, as an AIM quoted company, is not required to comply with the UK Corporate Governance Code as issued by the Financial Reporting Council, the Board of Directors are committed where practical to developing and applying high standards of corporate governance appropriate to the Company’s size.
The Company has adopted and will operate a share dealing code governing the share dealings of the Directors and applicable employees with a view to ensuring compliance with Rule 21 of the AIM Rules.
The Board of Directors has decided to apply the QCA Corporate Governance Code ("QCA Code"). Details of how the Company complies with the QCA Code, and any departures thereof, will be provided on this website ahead of the deadline for the new Corporate Governance requirements set out in AIM Rule 26 on the 28 September 2018.
The Remuneration Committee consists of Andrew Allner, Sir Colin Terry and Roy Harrison (Committee Chairman). It is responsible for reviewing the performance of the senior executives, and for determining their levels of remuneration.
The Committee makes recommendations to the Board, within agreed terms of reference, which the Board review at least annually, regarding the levels of remuneration and benefits including participation in the Company's share plan.
Directors on the Remuneration Committee
The Audit Committee consists of two Directors; Roy Harrison and Sir Colin Terry (Committee Chairman). Andrew Allner attends the committee meetings by invitation.
The Audit Committee meets at least twice a year to consider the annual and interim financial statements and the audit programme. The terms of Reference of the Audit Committee are reviewed by the Board regularly and are available on the Company’s website, or on request from the Company.
The Audit Committee responsible for ensuring that the appropriate financial reporting procedures are properly maintained and reported upon, reviewing accounting policies and for meeting the auditors and reviewing their reports relating to the accounts and internal control systems.
Directors on the Audit Committee
It is the responsibility of the board of directors to maintain a sound system of internal control to safeguard shareholders' investment, the company's assets, employees and business of the Group. Internal control systems are designed to reflect the particular type of business, operations and safety risks, and to identify and manage these risks.
The Board also seeks to ensure that there is a proper organisational and management structure with clear responsibilities, accountability and succession plans. The Board engages independent professional advice where necessary. It is the Board's policy to ensure that the management structure and the quality and integrity of the personnel are compatible with the requirements of the group.
Anti Bribery Policy
The Fox Marble Group and its senior management have a zero tolerance of bribery and corruption. This policy extends to all the company’s business dealings and transactions in all countries in which it or its subsidiaries and associates operate. All directors and employees are required to comply with this policy.
The Group prohibits the offering, the giving, the solicitation or the acceptance of any bribe, whether cash or other inducement to or from any person or company, wherever they are situated and whether they are a public official or body or private person or companyby any individual employee, agent or other person or body acting on the Group's behalfin order togain any commercial, contractual or regulatory advantage for the Group in a way which is unethical or in order togain any personal advantage, pecuniary or otherwise, for the individual or anyone connected with the individual.
Bribery and fraud may occur internally or externally and may be perpetrated by employees, clients, suppliers, contractors, service providers, agents or anyone else doing business with the Group. The Group will not, therefore, enter into any business relationship or engage in any activity if it knows or has reasonable grounds to suspect that a business relationship or activity is, in any way, connected with or facilitates bribery or fraud. We will actively cooperate with law enforcement authorities for the investigation and punishment of any act of bribery connected to any group company. Employees of group companies must also comply with local policies and procedures that apply to them as set out in any other individual group company compliance manual or procedures.
05 Jan 2018
05 Jan 2018
13 May 2016
13 May 2016
9 August 2013
9 August 2013
31 August 2012
28 August 2012
28 August 2012
Solicitors to the Company