TIDMWBI
RNS Number : 0190T
Woodbois Limited
15 July 2020
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF
SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO
MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR
REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN WOODBOIS LIMITED OR ANY OTHER
ENTITY IN ANY SUCH JURISDICTION.
THE SECURITIES TO WHICH THIS ANNOUNCEMENT RELATE HAVE NOT BEEN
REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES ABSENT REGISTRATION OR AN EXEMPTION FROM, OR A TRANSACTION
NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. THERE WILL
BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
FOR IMMEDIATE RELEASE.
Woodbois Limited
("Woodbois", the "Group" or the "Company")
(AIM: WBI)
Result of conditional Fundraise
Woodbois Limited (AIM: WBI), the African focused forestry and
timber trading company, today announces the results of the
Fundraise which was announced yesterday.
Gross proceeds of GBP13.1 million (approximately $16.4 million)
have been raised by way of a conditional Placing, Retail Offer and
Subscription issuing 655,000,000 new Ordinary Shares at a price of
2 pence per Ordinary Share (the "Placing Price"). Canaccord Genuity
acted as nominated adviser, sole broker and bookrunner in respect
of the Placing.
In addition, in line with the Debt Restructuring announced by
the Company on 14 July 2020, 243,413,455 Capitalisation Ordinary
Shares and 62,500,000 Deferred Consideration Shares will be issued
at the Placing Price.
The Placing Shares, Primary Bid Shares, Subscription Shares,
Capitalisation Ordinary Shares and Deferred Consideration Shares to
be issued together represent 204.6 per cent of the existing issued
Ordinary Share capital of the Company prior to the Fundraise and
Debt Restructuring. In addition, 685,287,914 Capitalisation
Non-Voting Shares will be issued.
Completion of the Fundraise and the Debt Restructuring is
subject to, inter alia, shareholder approval to enable the issue of
the New Ordinary Shares, which will be sought at a General Meeting
of the Company expected to be held at 10 a.m. at Dixcart House, Sir
William Place, St Peter Port, Guernsey GY1 1GX on 5 August 2020.
The New Ordinary Shares to be issued pursuant to the Fundraise and
Debt Restructuring are expected to be admitted to trading on AIM at
8.00 a.m. on 6 August 2020.
Following Admission of the New Ordinary Shares, the Company's
issued share capital will comprise of 2,115,938,857 shares, of
which 1,430,650,942 are voting shares and 685,287,914 are
non-voting shares. The Company is in discussions regarding the
further conversion of the outstanding Convertible Bonds to
non-voting shares.
Directors' participation in the Fundraise
Pursuant to the Subscription, the following Directors have
agreed to subscribe for the following Subscription Shares at the
Placing Price:
Number of Ordinary Number of Resultant Percentage of
Director Shares held before Subscription shareholding Ordinary Shares
the Subscription Shares being after the following Admission
subscribed for Subscription
Paul Dolan 46,373,275 12,500,000 58,873,275 4.1%
Graeme Thomson 0 1,250,000 1,250,000 0.1%
Total 46,373,275 13,750,000 60,123,275 4.2%
Related Party Transactions:
Arrangements with Paul Dolan
Paul Dolan is participating in the Subscription, and as
indicated in the announcement published on 14 July 2020 such
subscription amount is being used to repay the amount owed by the
Company to Paul Dolan under the ITF.
The Directors, other than Paul Dolan who is not deemed
independent, consider, having consulted with Canaccord Genuity, the
Company's nominated adviser, that the terms of the related party
transaction are fair and reasonable in so far as its Shareholders
are concerned.
Lombard Odier Participation
As indicated in the announcement published 14 July 2020, Lombard
Odier is subscribing for 275,000,000 Placing Shares pursuant to the
Placing and such subscription amount is being used partly to repay
the amount owed of approximately $5.9 million by the Company to
Lombard Odier under the ITF.
The Directors, other than Henry Turcan who is employed by
Lombard Odier, consider, having consulted with Canaccord Genuity,
the Company's nominated adviser, that the terms of the related
party transaction are fair and reasonable in so far as its
Shareholders are concerned.
Capitalisation of Convertible Bonds
Mr Pelham, through his affiliate company, Rhino Ventures
Limited, has agreed to sell a principal amount of $22,500,000
Convertible Bonds (plus the accrued interest liability) in exchange
for the issue of an aggregate of approximately 929 million
Capitalisation Shares at the Placing Price.
The Directors, other than Paul Dolan who is deemed a member of
the Concert Party as set out below, consider, having consulted with
Canaccord Genuity, the Company's nominated adviser, that the terms
of the related party transaction are fair and reasonable in so far
as its Shareholders are concerned.
Settlement of Deferred Consideration
Pursuant to the Deferred Consideration Settlement, Mr Abbas, Mr
Hansen and Mr Ghossein are converting an aggregate of $3 million
which is currently owed to them (or their connected companies and
persons) as deferred consideration pursuant to the terms of the
Company's acquisition of Woodbois International ApS in 2017 into an
aggregate of 62.5 million new Ordinary Shares at the Placing Price
and the agreement of a revised schedule of payments for the
balance.
The Directors, other than Mr Ghossein who is not deemed
independent, consider, having consulted with Canaccord Genuity, the
Company's nominated adviser, that the terms of the related party
transaction are fair and reasonable in so far as its Shareholders
are concerned.
Details of the current positions of the related parties listed
above and their respective resultant shareholdings following the
completion of the Fundraise and Debt Restructuring are stated
below:
Number of Ordinary Resultant number % of Ordinary Shares
Related Party Shares held before of Ordinary Shares following Admission
the Fundraise and after the Fundraise
Debt Restructuring and Debt Restructuring
Paul Dolan 46,373,275 58,873,275 4.1%
Lombard Odier 120,540,230 395,540,230 27.6%
Mr Pelham 80,864,024 324,277,479 22.7%
Mr Abbas 5,213,833 5,213,833 0.4%
Mr Hansen 5,213,833 51,851,980 3.6%
Mr Ghossein 5,213,833 21,075,686 1.5%
Concert Party:
As set out in the announcement published on 20 September 2019,
the previous owners of the Convertible Bonds are deemed to be
acting in concert pursuant to the rules of the Takeover Code.
Following completion of the Fundraise and Debt Restructuring, the
concert parties will have the following interest in the share
capital of the Company as set out below:
Number of Ordinary Shares % of Voting Share Capital
Concert Party
Paul Dolan 58,873,275 4.1%
Miles Pelham 324,277,479 22.7%
Other Convertible Bond
Holders 3,125,000 0.2%
Miles Pelham will also own 685,287,914 non-voting shares and
there also remains a principal amount of the restructured
Convertible Bond outstanding of $7.5 million which the Company is
currently in discussions to convert into additional non-voting
shares.
Circular and General Meeting
Completion of the Fundraise and the Debt Restructuring will be
conditional upon, inter alia, the approval by Shareholders of the
Resolutions to be proposed at a General Meeting of the Company.
Notice of the General Meeting will be set out in the Circular. The
General Meeting will be held at 10 a.m. at Dixcart House, Sir
William Place, St Peter Port, Guernsey GY1 1GX on 5 August 2020
.
Due to the ongoing COVID-19 pandemic, the Directors strongly
encourage all Shareholders to vote on the Resolutions by proxy or
online. Any Shareholders seeking to attend the General Meeting in
person will likely be refused entry due to restrictions arising
from COVID-19 in Guernsey. Further details of arrangements to vote
are contained in the Circular.
Paul Dolan, Chief Executive Officer of Woodbois, said:
"We are very pleased with the level of support from existing and
new shareholders for this transformational restructuring of our
balance sheet. Our intention is to materially expand our production
capacity and margins in Gabon and quickly grow our trading
activities worldwide through our extensive network. We aim to be
cash flow positive by the end of 2020 and intend to pay a dividend
following the conclusion of the 2021 financial year."
All defined and capitalised terms have the same meaning as the
Company's announcement on 14 July 2020.
This Announcement is released by the Company and contains inside
information for the purposes of Article 7 of MAR, encompassing
information relating to the Fundraise and Debt Restructuring and is
disclosed in accordance with the Company's obligations under
Article 17 of MAR.
Enquiries:
Woodbois Limited
Paul Dolan - Chairman and CEO
www.woodbois.com
+44 (0)20 7099 1940
Canaccord Genuity (Nominated Adviser and Broker)
Henry Fitzgerald-O'Connor
James Asensio
Thomas Diehl
+44 (0)20 7523 8000
IMPORTANT INFORMATION
This Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"anticipates", "targets", "aims", "continues", "expects",
"intends", "hopes", "may", "will", "would", "could" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that
are not facts. They appear in a number of places throughout this
Announcement and include statements regarding the Directors'
intentions, beliefs or current expectations concerning, amongst
other things, the Group's results of operations, financial
condition, liquidity, prospects, growth, strategies and the
industries in which the Group operates. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. A number of factors
could cause actual results and developments to differ materially
from those expressed or implied by the forward-looking statements,
including, without limitation: ability to find appropriate
investments in which to invest and to realise investments held by
the Group; conditions in the public markets; the market position of
the Group; the earnings, financial position, cash flows, return on
capital and operating margins of the Group; the anticipated
investments and capital expenditures of the Group; changing
business or other market conditions; changes in political or tax
regimes, exchange rates and clients; and general economic
conditions. These and other factors could adversely affect the
outcome and financial effects of the plans and events described
herein. Forward-looking statements contained in this Announcement
based on past trends or activities should not be taken as a
representation that such trends or activities will continue in the
future. Subject to any requirement under the AIM Rules for
Companies or other applicable legislation or regulation, neither
the Company nor Canaccord Genuity undertake any obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. Investors
should not place undue reliance on forward-looking statements,
which speak only as of the date of this Announcement.
No statement in this Announcement or incorporated by reference
into this Announcement is intended to constitute a profit forecast
or profit estimate for any period, nor should any statement be
interpreted to mean that earnings or earnings per share will
necessarily be greater or lesser than those for the relevant
preceding financial periods for the Company.
This Announcement may contain information regarding the
Company's business and the markets in which it operates and
competes, and which has been obtained from various third party
sources. Where information has been sourced from a third party it
has been accurately reproduced and, so far as the Company is aware
and is able to ascertain from the information published by that
third party, no facts have been omitted which would render the
reproduced information inaccurate or misleading. Such information
has not been audited or independently verified.
Certain data in this Announcement, including financial,
statistical and operating information, has been rounded.
This Announcement is for information purposes only and shall not
constitute an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Canaccord Genuity, which is a member of the London Stock
Exchange, is authorised and regulated in the United Kingdom by the
Financial Conduct Authority and is acting as financial adviser,
nominated adviser and sole broker and sole bookrunner for the
purposes of the AIM Rules for Companies. Canaccord Genuity is
acting exclusively for the Company in connection with the matters
referred to in this Announcement and for no-one else and will not
be responsible to anyone other than the Company for providing the
protections afforded to their respective clients nor for providing
any advice in relation to the contents of this Announcement or any
transaction, arrangement or matter referred to herein. The
responsibilities of Canaccord Genuity, as nominated adviser, are
owed solely to the London Stock Exchange plc and are not owed to
the Company or to any Director or any other person and accordingly
no duty of care is accepted in relation to them.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Canaccord Genuity or by any of its respective affiliates or agents
as to, or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or Canaccord Genuity that
would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and
Canaccord Genuity to inform themselves about, and to observe such
restrictions.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of the Appendix or this Announcement should seek appropriate advice
before taking any action.
The Placing Shares to which this Announcement relates may be
illiquid and / or subject to restrictions on their resale.
Prospective purchasers of the Placing Shares should conduct their
own due diligence on the Placing Shares. If you do not understand
the contents of this Announcement you should consult an authorised
financial adviser.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
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
ROIGPUCGMUPUUUA
(END) Dow Jones Newswires
July 15, 2020 02:00 ET (06:00 GMT)
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