Woodbois Limited Result of Conditional Fundraise (0190T)

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

[phone]

Canaccord Genuity (Nominated Adviser and Broker)

Henry Fitzgerald-O'Connor

James Asensio

Thomas Diehl

[phone]

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 [e-mail] or visit www.rns.com.

END

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July 15, 2020 02:00 ET (06:00 GMT)