TIDMWBI
RNS Number : 0908U
Woodbois Limited
27 July 2020
Woodbois Limited
("Woodbois", the "Group" or the "Company")
(AIM: WBI)
Further Conversion of the Convertible Bonds
The Company is pleased to provide an update on its proposal to
purchase further Convertible Bonds, as indicated in the
announcements dated 14, 15 and 16 July 2020.
Additional Capitalisation of Convertible Bonds
The Company has extended the Capitalisation by agreeing terms
with Rhino Ventures Limited ( a company affiliated with Miles
Pelham and Pelham Limited) to repurchase all remaining Convertible
Bonds held by it (including those newly acquired and referred to in
the announcement dated 16 July 2020), and by agreeing with certain
other bondholders (including Paul Dolan, Chairman and CEO of the
Company) to repurchase the Convertible Bonds held by them, in each
case at the Placing Price. The aggregate additional principal
amount of Convertible Bonds being purchased is $6,448,800, and the
total additional number of Capitalisation Shares to be issued in
exchange for the Convertible Bonds (plus the accrued interest
liability) is 266,178,196. Further details of the purchases
(including the previously announced purchase from Rhino Ventures
Limited) are set out in the following table:
Bondholder Principal Amount Number of Capitalisation Number of Capitalisation
of Convertible Ordinary Shares Non-Voting Shares
Bonds ($)
Rhino Ventures
Limited 26,047,600* 123,765,652** 951,365,095
DHC Investments
Limited 1,943,200 80,206,778
Martina Thierfelder 557,600 23,015,284
Paul Dolan 400,400 16,526,757
* This figure comprises the $22.5m previously announced, plus an
additional $3,547,600 now agreed to be purchased.
** The Company agreed with Rhino Ventures Limited that all
Capitalisation Non-Voting Shares required to be issued in order to
keep the aggregate interest in voting rights of the concert party
(as described in the announcement published on 20 September 2019)
below 28% would be issued to Rhino Ventures Limited, and other
bondholders would just be issued Capitalisation Ordinary Shares.
This has resulted in the number of Capitalisation Ordinary Shares
issued to Rhino Ventures Limited on completion of the
Capitalisation being lower than previously announced.
Following completion of the Capitalisation, an aggregate
principal amount of $1,051,200 Convertible Bonds will remain
outstanding and due for repayment in mid-2023. As a result of the
remaining amount being much lower than originally envisaged, the
Company proposed a further variation to the Convertible Bond
removing the restriction on the Company on entering into any loan
arrangements that are secured or which otherwise would rank ahead
of the Convertible Bonds. This required an "Extraordinary
Resolution" of bondholders holding not less than 75% of the
principal amount of the Convertible Bond, which has been passed,
and the variation of the Convertible Bond (including the variations
detailed in the announcement dated 14 July 2020) has been duly
entered into.
Completion of the proposed purchase of further Convertible Bonds
will be conditional upon, inter alia, the approval by Shareholders
of the Resolutions to be proposed at a General Meeting of the
Company on 5 August, therefore the timetable for completion of the
Capitalisation is unchanged.
Following the completion of the proposed Fundraise and Debt
Restructuring, the Company's issued share capital will comprise of
2,382,117,052 shares, of which 1,430,751,958 are voting shares and
951,365,095 are non-voting shares.
Related Party Transactions:
Miles Pelham
The Capitalisation of additional Convertible Bonds by Rhino
Ventures Limited constitutes a related party transaction under the
AIM Rules as Miles Pelham (through his affiliate companies) is a
substantial shareholder (within the meaning of the AIM Rules).
The Directors, other than Paul Dolan who is deemed a member of
the concert party, 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.
Paul Dolan
The Capitalisation of Convertible Bonds by Paul Dolan
constitutes a related party transaction under the AIM Rules as he
is a director of the Company.
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.
Concert Party:
As set out in the announcement published on 20 September 2019,
the original owners of the Convertible Bonds are deemed to be
acting in concert pursuant to the rules of the Takeover Code.
Following the proposed 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 % of Voting Share Capitalisation % of Non-Voting
Concert Party Shares Capital Non-Voting Shares Share Capital
Paul Dolan 75,400,032 5.3% 0 0%
Miles Pelham 204,555,935 14.3% 951,365,095 100%
Other Convertible Bond
Holders 106,347,062 7.4% 0 0%
Total 386,303,029 27.0%
The Concert Party will also own $1,051,200 worth Convertible
Bonds which remain outstanding and due for repayment in
mid-2023.
Paul Dolan, Chairman and CEO of Woodbois, said:
" I'm delighted to report that holders of almost 97% of the
Woodbois Convertible Bond have now elected to switch into equity,
delivering a radical improvement to the debt profile of the Company
and aligning their interests with those of all shareholders. We are
looking forward to the General Meeting to be held on 5 August 2020
and keeping shareholders informed of our progress thereafter. "
Terms and definitions used in this announcement shall have the
same meaning as ascribed to them in the announcement dated 14 July
2020 unless otherwise stated.
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
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
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