Woodbois Limited Preference Share Restructure (1766N)
20 Septiembre 2019 - 9:38AM
UK Regulatory
TIDMWBI
RNS Number : 1766N
Woodbois Limited
20 September 2019
20 September 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
Woodbois Limited
("Woodbois", the "Group" or the "Company")
(AIM: WBI)
Preference Share Restructure into 4% Convertible Bond
Woodbois, the African focused forestry and timber trading
company, is pleased to provide an update to the announcement of the
11(th) July on the proposed restructure of the perpetual preference
shares in its subsidiary Argento Ltd ("Preference Shares") into a
4% convertible bond 2024 ("Bonds") to be issued by the Company.
The Company has now received irrevocable undertakings from 100%
of the holders of the Preference Shares ("Preference Shareholders")
to accept the terms offered by the Company to purchase the
Preference Shares in exchange for the issue of Bonds by the
Company, at a ratio of US$400 in nominal value of Bonds for every
one Preference Share. The issue of the Bonds has been authorised by
a resolution of the board. The Bonds are constituted by a trust
deed between the Company and Woodside Corporate Services Limited
acting as trustee for the Bonds. Neville Registrars Limited has
been appointed by the Company to act as transfer agent for the
Bonds.
CEO Paul Dolan commented "I'm delighted to report that this
transaction marks another important milestone in the transformation
of the Company's capital structure. The resulting improvement of
transparency within the balance sheet will leave the Company much
more strongly positioned to take advantage of the many
opportunities ahead."
Convertible Bond Terms
The Bonds will be issued in registered form with a nominal value
of US$1 each. The Bonds bear interest at the rate of 4% per annum
calculated by reference to the principal amount thereof and payable
annually in arrears within ten business days following 30 December
in each year with the exception of 30 December 2019. The Bonds are
redeemable on 30 June 2024 (unless converted or redeemed earlier)
and may be converted into ordinary shares in the capital of the
Company ("Ordinary Shares") on notice at any time prior to
redemption at a conversion ratio of 8p per Ordinary Share and an
exchange rate of GBP1/US$1.25.
The Bonds are freely transferable and will rank as senior debt
of the Company but will not be secured.
The Company may redeem all but not some only of the Bonds at
their principal amount, together with accrued but unpaid interest
in the following circumstances: (i) if after 30 January 2020, the
Volume Weighted Average Price of an Ordinary Share on 10 Dealing
Days in any period of 30 consecutive Dealing Days is greater than
GBP0.12; or (ii) not less than 90% by principal amount of Bonds
have been redeemed or converted.
Full details of the Bond Terms and Conditions are available on
our website at www.woodbois.com.
Concert Party
The Takeover Panel deems the holders of the Preference
Shares/Bonds to be a 'concert party' for the purposes of the
Takeover Code. Upon conversion of all of the Bonds, the new
Ordinary Shares so issued would account for 39.2% of the enlarged
issued Ordinary Share capital.
Under Rule 9 of the Takeover Code, where any person acquires,
whether by a single transaction or a series of transactions over a
period of time, interests in securities which (taken together with
securities in which persons acting in concert with him are
interested) carry 30 per cent. or more of the voting rights of the
Company, that person is normally required by the Takeover Panel to
make a general offer to the shareholders of the Company to acquire
their shares. Further, when any person individually, or a group of
persons acting in concert, already holds interests in securities
which carry between 30 and 50 per cent. of the voting rights of the
Company, that person may not normally acquire further securities
without making a general offer to the shareholders of the Company
to acquire their shares.
In order to avoid an inadvertent breach of Rule 9 of the
Takeover Code, Pelham Limited (a company controlled by Miles
Pelham, the former chairman of the Company), the owner of 73.3% of
the Preference Shares, has undertaken to the Company that its
aggregate interest (as defined in the Takeover Code) in Ordinary
Shares, when aggregated with all Ordinary Shares which have been
issued to (and are still held by) any other Preference Shareholders
on conversion of the Bond; and all other Ordinary Shares in which
the other Preference Shareholders are interested (as defined in the
Takeover Code) and in respect of which the Company is aware (having
made all reasonable enquiries), will not at any time exceed 28.0%
of the enlarged issued Ordinary Share capital of the Company.
Purchase of Convertible Bonds
The Company will now proceed to exchange contracts with each of
the Preference Shareholders.
The transaction is deemed to be a 'related party transaction'
for the purposes of the AIM Rules for Companies. Accordingly, the
Board, apart from Paul Dolan (who has an interest in the Preference
Shares and so is precluded from taking part in the deliberations),
having consulted with Arden Partners as its nominated adviser,
consider the terms of the transaction are fair and reasonable
insofar as shareholders are concerned.
Woodbois Limited
Paul Dolan - CEO
Kevin Milne - Interim Chairman
www.woodbois.com +44 (0)20 7099 1940
Arden Partners Plc (Nominated adviser and broker)
Tom Price +44 (0)20 7614 5900
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCZBLFLKKFXBBZ
(END) Dow Jones Newswires
September 20, 2019 10:38 ET (14:38 GMT)
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