REG - Woodbois Limited - Half Year Results
29/09/2023 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230929:nRSc0746Oa&default-theme=true
RNS Number : 0746O Woodbois Limited 29 September 2023
29(th) September 2023
Woodbois Limited
("Woodbois", the "Group" or the "Company")
Half-year results for the six months to 30 June 2023 (unaudited)
Q3 Update and Board changes
Woodbois, the African focused sustainable forestry, reforestation, carbon
sequestration and timber trading company, announces its unaudited results for
the half year ended 30 June 2023, Q3 update and Board changes.
Non-Executive Chair, Graeme Thomson said
"I am pleased to announce that the Company has progressively and successfully
dealt with the previously announced triple key challenges it has encountered
in the year-to-date. In particular, the Company settled certain bank and other
debts at a substantial discount following the successful fund raise at the end
of June. With debt now reduced by approximately two-thirds since the end of
2022, Woodbois is now fully focussed on rebooting operations and identifying
and delivering on the optimum strategy to maximise value from its
carbon-credit, trading and forestry activities.
It has been a great pleasure to welcome our two new key cornerstone investors,
Hugh Wade-Jones (21.7% shareholder via CHCH) and John Scott (10.85%
shareholder), who together funded the £6m equity raise in June. Debts of
c$2.25m were also converted into equity by our strategic adviser, Miles Pelham
(via Rhino Ventures, owner of 100% of the non-voting shares). Work is active
with our new partners as together we look to make a step change from the past
in order to re-define and accelerate the delivery of our strategic goals.
I am optimistic that Q4 onwards will see a marked upturn in activity as we
solidify new relationships, finalise and vigorously execute on our strategy.
This will be spearheaded by our new CEO, David Rothschild, who has been a
director for almost two years and is an experienced veteran of West African
activities. In parallel, our on-going optimisation of each of the business
segments and the formulation of the future strategy to maximise value is
progressing well. Our AGM will be convened shortly where this will be
presented.
I am aware that 2023 has been a tough one for all those involved with our
Company. We have encountered events that could not have been foreseen, but we
emerge from these challenging times with our balance-sheet considerably
stronger, strategic focus and drive embedded in our ethos, a streamlined and
energetic executive team, new strong shareholders and partners with whom to
deliver on the outstanding promise which this business and our sectors hold.
I thank you all for your support, patience and perseverance: we know what we
have to do and are working hard to deliver on it."
Highlights
Financial
Cash balance $6.0m as at 30 June 2023 after settling, on discounted terms, the
unexpectedly withdrawn $6.0m bank working capital facility and $1.0m of other
debts
Balance sheet strengthened with Group borrowings reduced to $5.6m at 30 June
2023, having fallen by $9.5m from $15.1m at 31 Dec 2022
Period end working capital** of $9.0m of which inventory was $2.1m and
excluding borrowings
H1 2023 Revenue $4.8m vs H1 2022 $11.3m
H1 2023 Group gross profit $0.5m vs H1 2021 $2.7m
H1 2023 EBITDAS* $(2.8m) vs H1 2022 $1.1m
H1 Operations
Activity greatly reduced owing to effects of the previously announced
unseasonal Q1 weather, as well as of the unexpected withdrawal in April of a
fully-drawn $6m working capital line (which was followed by a subsequent
capital raise and facility reorganisation announced on 28 June 2023)
H1 Sawn timber production of approximately 3,700m3 (H1 2022 9,565m3), partly
reflecting inventory draw-down
H1 veneer production of approximately 2,000m3 (H1 2022 2,740m3)
Q3 Update
Comprehensive review of business lines is proceeding on time
Trading finance facility talks in the final stages of due diligence and are
expected to close in the near future
Carbon credit documentation re 50,000 hectares in Gabon progressing well
New government in place following disputed elections and a popular August
coup: activities started to return towards normal from mid-September
David Rothschild, highly experienced in West African operations, appointed as
CEO
Cash balance currently $3.7m and borrowings and leases of $4.7m as at 28
September 2023
Q3 sawn timber production of approximately 1,700m3; veneer production not yet
restarted
David Rothschild, CEO, commented:
"2023 has been a very difficult year for the Company thus far, but having
weathered some pretty severe challenges and having re-built the Company's
balance sheet, we now are rebuilding production, performance and profitability
across the Company's divisions.
We see near-term opportunities to return the business to positive EBITDAS and
profitability in 2024 on the back of modest capital needs. We will always
manage our significant forest concessions responsibly and are driving to
return to optimal production levels in our factories, as well as to
significantly scale our international trading business. At the same time, we
are initiating our ambitious afforestation and carbon capture project on
savanna land in South West Gabon. We will continually strive to deliver
long-term responsible growth from each of these business units and to ensure
we focus resources on the best opportunities to create shareholder value."
H1 Summary and Q3 Update
In its previous releases, the Company had announced that the first half
activity was adversely affected by two events. The shut-down of operations to
allow for implementation of re-ordering of work-flows and processes was
brought forward to February-March since abnormal weather conditions were
causing supply chain disruption between forest and sawmill. The significant
increase in production volumes during 2022 had put pressure on warehouse
storage space and the downtime was also used to reduce inventory and free up
space.
The Company also had to deal with the unexpected withdrawal of its $6m credit
line by a Danish bank by raising new equity and entering a debt for equity
swap, thereby reducing total borrowing by around two-thirds. The knock-on
effect of this was a working capital shortfall which led to much lower
production outputs, profit and loss and effects on other performance measures.
Cash conservation was paramount whilst a solution was found to this financing
issue and which was announced at the end of June.
In Q3 operations also have had to be restricted in the lead-up to disputed
elections which was followed by a popular military-led coup in Gabon in late
August. The effects of this are now easing as the country gets back-to-normal:
a largely civilian transitional government was announced by the new President
of Gabon and having ceased all operations upon the initial announcement, the
Company is now in the process of a phased re-start of its forestry activities
with the initial emphasis on sawn timber.
Cash conservation measures have naturally been prioritised due to these
various disruptions, including minimising operational activities and expense,
both of which are reflected in the financial results for the six months to 30
June 2023 (which are set out below). As management brings the business back
on-line, emphasis is now on the planning required for a return to operational
profitability and resumption of growth in 2024, with the benefit of a
significantly reduced debt burden, and on minimising operating losses for 2023
caused by the aforementioned disruptions. Customers have remained supportive
in spite of delays to our delivery schedules and despite the weakening
macro-environment we continue to experience robust levels of demand for our
products due to the global reach of our sales team.
The newly installed government in Gabon has emphasised the need to distribute
the country's wealth more evenly than was previously the case, and is making
efforts to reassure both local and international businesses of the country's
future stability as it seeks to generate additional employment opportunities
for its youthful and growing population.
This should be positive for the Company as we seek to engage with the new
government and commence our initial large-scale 50,000 hectares afforestation
project with all of the resulting long-term benefits that it offers to Gabon.
The detailed documentation is being prepared and, although the change in
government will cause some delays, we expect to be able to conclude this with
the government as soon-as-practicable.
Directorate changes
David Rothschild has today been appointed as CEO. David has been a
Non-Executive Director for almost two years and has an intimate knowledge of
the Group.
David's experience in managing large-scale agricultural projects in Africa,
along with his McKinsey background, means that he brings a strong practical
and analytical approach to the role. His French language skills are of great
benefit in Francophone Africa and the extremely high standards that he sets
for himself will need to be matched throughout the organisation.
As previously disclosed, after seven years with the Company, Paul Dolan has
now stepped-down as CEO and will be a non-independent non-executive Director
until an independent replacement is found. The search for two independent
non-executive directors is progressing.
On behalf of the shareholders, the Board wishes to record our thanks to Paul
for his unstinting efforts on behalf of the Company and for supporting and
inspiring members of staff at all levels throughout his tenure. Paul will also
act as a consultant to the Company until at least the end of 2023.
Also, after six years as a Deputy Chair, Hadi Ghossein is stepping down from
the Board and as Head of Gabon at the start of November 2023. We would like to
thank Hadi for his significant contribution throughout his time at the
Company, most notably the increased scale of our forest concessions and the
development of both of our factories in Mouila, Gabon. Hadi will continue to
act as an advisor to the Board from within Gabon and remains a shareholder.
David Rothschild will assume his responsibilities in Gabon until the
comprehensive review is completed.
Enquiries
Woodbois Limited +44 (0) 20 7099 1940
Graeme Thomson, Non-Executive Chair
David Rothschild, CEO
Carnel Geddes, CFO
Canaccord Genuity, Nominated Adviser and Joint Broker +44 (0) 20 7523 8000
Henry Fitzgerald O'Connor, Harry Pardoe, Gordon Hamilton
Novum Securities, Joint Broker +44 (0) 20 7399 9427
Colin Rowbury, Jon Bellis
This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 which forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018 ("MAR").
*Non-IFRS measures
The Company uses certain measures to assess the financial performance of the
company. These terms may be defined as "non-IFRS measures" as they exclude
amounts that are included in, or include amounts that are excluded from, the
most directly comparable measure calculated and presented in accordance with
IFRS. They also may not be calculated using financial measures that are in
accordance with IFRS. These non-IFRS measures include the Company's EBITDAS.
The Company uses such measures to measure and monitor performance and
liquidity, in presentations to the Board and as a basis for strategic planning
and forecasting. The directors believe that these and similar measures are
used widely by market participants, stakeholders, and other interested parties
as supplemental measures of performance and liquidity.
The non-IFRS measures may not be directly comparable to other similarly titled
measures used by other companies and may have limited use as an analytical
tool. This should not be considered in isolation or as a substitute for
analysis of the Company's operating results as reported under IFRS.
The Company does not regard these non-IFRS measures as a substitute for, or
superior to, the equivalent measures calculated and presented in accordance
with IFRS or those calculated using financial measures that are calculated in
accordance with IFRS.
** Working capital comprises cash and cash equivalents, trade & other
receivables, inventory less trade & other payable and provisions
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
For the six months ended 30 June 2023
Six months to 30 June Six months to 30 June Year to 31 December 2022
2023 2022 (Unaudited) (Audited)
Notes (Unaudited) $'000 $'000
$'000
Turnover 4,853 11,318 23,108
Cost of sales (4,363) (8,665) (17,244)
Gross profit 490 2,653 5,864
Other income 14 1,399 - -
Operating costs (3,496) (1,576) (4,166)
Administrative expenses (490) (750) (1,288)
Depreciation (972) (137) (222)
Share based payment expense 37 (175) (418)
(Loss)/gain on fair value of biological assets - - (156,983)
Operating (3,032) 15 (157,213)
profit/(loss)
Reclassification of Foreign Currency Translation Reserve on deregistered - - (1,529)
entities
Foreign exchange gain/(loss) 317 (63) 904
Finance costs 4 (636) (441) (1,029)
(Loss)/profit before tax (3,351) (489) (158,867)
Taxation 5 (13) (44) 47,676
(Loss)/profit for the period (3,364) (533) (111,191)
Other comprehensive income:
Items that will not be reclassified to profit or loss
Revaluation of land and buildings, net of tax - - -
Items that may be reclassified subsequently to profit or loss
Currency translation differences (1,448) (2,053) (1,612)
Reclassification of FCTR 1 (#_ftn1) on deregistered entities 15 - - 1,529
Total comprehensive (loss)/income for the period (4,812) (2,586) (111,274)
Basic (loss)/earnings per share (cents) 6 (0.13) (0.02) (4.47)
Diluted (loss)/earnings per share (cents) (0.13) (0.02) (4.47)
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2023
Notes 30 June 2023 30 June 2022 31 December 2022
(Unaudited) (Unaudited) (Audited)
$'000 $'000 $'000
ASSETS
Non-current assets
Biological assets 179,815 336,798 179,815
Property, plant and equipment 31,339 29,293 32,226
Total non-current assets 211,154 366,091 212,041
Current assets
Trade and other receivables 7 5,016 4,777 6,330
Inventory 2,074 6,382 4,606
Cash and cash equivalents 6,088 2,091 2,296
Total current assets 13,178 13,250 13,232
TOTAL ASSETS 224,332 379,341 225,273
LIABILITIES
Non-current liabilities
Borrowings 9 (3,201) (5,208) (5,665)
Deferred tax 5 (58,680) (106,475) (58,675)
Total non-current liabilities (61,881) (111,683) (64,340)
Current liabilities
Trade and other payables 8 (4,007) (3,351) (3,547)
Borrowings 9 (1,560) (7,162) (8,603)
Provisions (130) (130) (130)
Convertible bonds - host liability 10 (763) (712) (748)
Total current liabilities (6,460) (11,355) (13,028)
TOTAL LIABILITIES (68,341) (123,038) (77,368)
NET ASSETS 155,991 256,303 147,905
EQUITY
Share capital 11 35,799 32,601 32,625
Share premium 12 75,310 65,475 65,549
Convertible bonds - equity component 10 24 24 24
Foreign exchange reserve (9,854) (10,376) (8,406)
Share based payment reserve 765 610 802
Revaluation reserve 6,254 6,254 6,254
Retained earnings 47,693 161,715 51,057
TOTAL EQUITY 155,991 256,303 147,905
Approved by the board and authorised for issue on 28 September 2023.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 June 2023
Share capital Share premium Foreign exchange reserve Share based payment reserve Retained
Earnings Total equity
Convertible bonds Revaluation reserve
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Balance at 1 January 2022 32,528 65,254 52 (8,323) 435 6,254 162,248 258,447
Loss for the period - - - - - - (533) (533)
Other comprehensive income - - - (2,053) - - - (2,053)
Total comprehensive loss for the period - - - (2,053) - - (533) (2,586)
Transactions with owners:
Redemption of convertible bonds (note 10) 73 220 (28) - - - - 265
Share based payment expense - - - - 175 - - 175
Balance at 30 June 2022 32,601 65,474 24 (10,376) 610 6,254 161,715 256,302
Loss for the period - - - - - - (110,658) (110,658)
Other comprehensive income - - - 1,970 - - - 1,970
Total comprehensive loss for the period - - - 1,970 - - (110,658) (108,688)
Transactions with owners:
Issue of ordinary shares 24 75 - - (51) - - 48
Share based payment expense - - - - 243 - - 243
Balance at 31 December 2022 32,625 65,549 24 (8,406) 802 6,254 51,057 147,904
Loss for the period - - - - - - (3,364) (3,364)
Other comprehensive income - - - (1,448) - - - (1,448)
Total comprehensive loss for the period - - - (1,448) - - (3,364) (4,811)
Transactions with owners:
Issue of ordinary shares 3,174 9,761 - - - - - 12,935
Share based payment expense - - - - (37) - - (37)
Balance at 30 June 2023 35,799 75,310 24 (9,854) 765 6,254 47,693 155,991
CONDENSED CONSOLIDATED STATEMENT CASH FLOWS
For the six months ended 30 June 2023
Six months to 30 June 2023 Six months to 30 June Year to 31 December 2022
(Unaudited) 2022 (Audited)
(Unaudited)
Cash flows from operating activities $'000 $'000 $'000
Loss before taxation (3,351) (489) (158,867)
Adjustment for:
Foreign exchange (317) 63 (904)
Reclassification of FCTR on deregistered entities - - 1,529
Depreciation of property, plant and equipment 1,364 976 2,181
Fair value adjustment of biological asset - - 156,983
Transaction costs deducted from equity (638) - -
Share based payment expense (37) 175 418
Finance costs 636 441 1,029
Accrued expense 91 222 322
Other income (1,399) - -
Decrease/(increase) in trade and other receivables 1,314 (161) (632)
Increase/(decrease) in trade and other payables 460 (768) (1,714)
Decrease/(increase) in inventory 2,532 (223) 1,553
Cash inflow from operations 655 236 1,898
Income taxes paid (2) (8) (2)
Finance cost paid (253) (306) (759)
Net cash inflow/(outflow) from operating activities 400 (78) 1,137
Cash flows from investing activities
Expenditure on property, plant and equipment (477) (2,267) (3,907)
Settlement of deferred consideration - (250) (250)
Investment in acquired subsidiary - (214) (341)
Net cash outflow from investing activities (477) (2,731) (4,498)
Cash flows from financing activities
Proceeds from loans and borrowings 180 5,300 6,193
Repayment of loans and borrowings (7,284) (1,287) (1,470)
Proceeds from the issue of ordinary shares 10,973 - 47
Net cash inflow from financing activities 3,869 4,013 4,770
Net increase in cash and cash equivalents 3,792 1,204 1,409
Cash and cash equivalents at the start of period 2,296 887 887
Cash and cash equivalents at the end of the period 6,088 2,091 2,296
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 30 June 2023
1. BASIS OF PREPARATION
The condensed consolidated interim financial statements ('interim financial
statements') for the six months ended 30 June 2023 have been prepared in
accordance with the requirements of the AIM Rules for Companies. As permitted,
the Group has chosen not to adopt IAS 34 "Interim Financial Statements" in
preparing this interim financial information. The interim financial statements
should be read in conjunction with the annual financial statements for the
year ended 31 December 2022, which have been prepared in accordance with
international accounting standards in accordance with the requirements of the
Companies (Guernsey) Law 2008 applicable to Companies reporting under IFRS as
adopted by the United Kingdom (UK). The interim financial statements have been
prepared under the historical cost convention except for biological assets and
certain financial assets and liabilities, which have been measured at fair
value.
The interim financial statements of Woodbois Limited are unaudited financial
statements for the six months ended 30 June 2023. These include unaudited
comparatives for the six-month ended 30 June 2022 together with audited
comparatives for the year to 31 December 2022. The condensed financial
statements do not constitute statutory accounts, as defined under section 244
of the Companies (Guernsey) Law 2008. The statutory accounts for the period to
31 December 2022, which were approved by the Board of Directors on 9 June
2023, have been reported on by the Group's auditors and have been delivered to
the Guernsey Registrar of Companies. The report of the auditors on those
financial statements was unqualified, and contained a material uncertainty in
relation to going concern owing to the c$6m working capital facility
termination event that occurred in April 2023 and the fact that, at the time
that the financial statements were issued, the Company had not yet completed
its refinancing and restructuring which the Company announced it had closed
on 28 July 2023. See note 11.
The accounting policies applied in preparing these financial statements are in
terms of IFRS and are consistent with those applied in the previous annual
financial statements for the year ended 31 December 2022.
The interim financial statements for the six months ended 30 June 2023 were
approved by the Board of Directors on 28 September 2023.
Going Concern:
The interim financial statements have been prepared assuming that the Group
will continue as a going concern in accordance with the recognition and
measurement criteria of IFRS.
Under this assumption, an entity is ordinarily viewed as continuing in
business for the foreseeable future with neither the intention nor necessity
of liquidation, ceasing trading or seeking protection from creditors for at
least 12 months from the date of the signing of the financial statements.
An assessment of going concern is made by the Directors at the date they
Directors approve the interim financial statements, taking into account the
relevant facts and circumstances at that date including:
• The current state of the Group's life cycle;
• Review of profit and cash flow forecasts;
• Review of actual results against forecast;
• Timing of cash flows and expected availability of capital including trade
finance;
• Financial or operational risks; and
•The current impact of the coup in Gabon in August 2023
The Directors have a reasonable expectation that the Group has or will have
adequate resources to continue in operational existence for the foreseeable
future, being 12 months from the date of approval of these interim financial
statements and have therefore adopted the going concern basis of preparation
in the interim financial statements.
2. CRITICAL ACCOUNTING ESTIMATES AND AREAS OF JUDGEMENT
The preparation of financial statements in conformity with IFRS requires
management to make estimates and assumptions concerning the future. It also
requires management to exercise judgment in applying the Company's accounting
policies and the reported amounts of assets and liabilities, revenue and
expenses, and related disclosures.
Estimates and judgments are continually evaluated and are based on current
facts, historical experience and other factors, including expectations of
future events that are believed are reasonable under the circumstances.
Accounting estimates will, by definition, seldom equal the actual results.
Except for the additional disclosure as noted above, the significant
judgements made by management in applying the Group's accounting policies and
the key sources of estimation uncertainty were the same as those described in
the last annual report.
3. SEGMENT REPORTING
Segmental information is presented on the basis of the information provided to
the Chief Operating Decision Maker ("CODM"), which is the Executive Board.
The Group is currently focused on Forestry, Timber Trading and Carbon
Solutions. These are the Group's primary reporting segments, operating in
Gabon, Mozambique, Denmark, London, Guernsey and head operating office in
Mauritius. Certain support services are performed in the UK.
The Group's CEO and CFO review the internal management reports of each
division at least weekly, and the Board monthly.
There are varying levels of integration between the Forestry and Trading
segments. This integration includes transfers of sawn timber and veneer,
respectively. Inter-segment pricing is determined on an arm's length basis.
Information relating to each reportable segment is set out below. Segment
profit/(loss) before tax is used to measure performance, because management
believes that this information is the most relevant in evaluating the results
of the respective segments relative to other entities that operate in the same
industry. All amounts are disclosed after taking into account any
intra-segment and intra-group eliminations.
The following table shows the segment analysis of the Group's loss before tax
for the six months period and net assets as at 30 June 2023:
Forestry Trading Carbon Solutions Total
$000 $000 $000 $000
INCOME STATEMENT
Turnover 4,456 397 - 4,853
Cost of Sales (3,960) (403) - (4,363)
Gross profit 496 (6) - 490
Other income - 1,399 - 1,399
Operating costs (2,662) (641) (193) (3,496)
Administrative expenses (138) (176) (176) (490)
Depreciation (909) (63) - (972)
Share based payment expense 15 11 11 37
Segment operating (loss)/profit (3,198) 524 (358) (3,032)
Foreign exchange 291 26 - 317
Finance costs (351) (285) - (636)
(Loss)/profit before taxation (3,258) 265 (358) (3,351)
Taxation expense (13) - - (13)
(Loss)/profit for the period (3,271) 265 (358) (3,364)
NET ASSETS
Assets: 218,024 6,308 - 224,332
Liabilities: (4,957) (4,704) - (9,661)
Deferred tax liability (58,680) - - (58,680)
Net assets 154,387 1,604 - 155,991
The following table shows the segment analysis of the Group's loss before tax
for the six months to and net assets at 30 June 2022:
Forestry Trading Carbon Solutions Total
$000 $000 $000 $000
INCOME STATEMENT
Turnover 5,553 5,765 - 11,318
Cost of Sales (3,757) (4,908) - (8,665)
Gross profit 1,796 857 - 2,653
Operating costs (614) (585) (377) (1,576)
Administrative expenses (211) (182) (357) (750)
Depreciation (137) - - (137)
Share based payment expense (44) (44) (87) (175)
Segment operating profit/(loss) 790 46 (821) 15
Foreign exchange (218) 155 - (63)
Finance costs (148) (293) - (441)
Profit/(loss) before taxation 424 (92) (821) (489)
Taxation expense (44) - - (44)
Profit/(loss) for the period 380 (92) (821) (533)
NET ASSETS
Assets: 369,694 9,647 - 379,341
Liabilities: (4,920) (11,643) - (16,563)
Deferred tax liability (106,475) - - (106,475)
Net assets 258,260 (1,996) - 256,303
4. FINANCE COST
6 months to 30 June 2023 6 months to 30 June 2022 Year to
(Unaudited) (Unaudited) 31 December
2022
(Audited)
$'000 $'000 $'000
Interest on bank facilities and finance leases 390 306 741
Interest on trade finance facilities 74 71 -
Working capital facility interest 128 - 206
Interest on convertible bonds 16 48 82
Other finance costs 28 16 -
Total 636 441 1,029
5. TAXATION
The prevailing tax rates in the geographies here the Group operates range
between 3% and 32%. A rate of 19% best represents the weighted average tax
rate experienced by the Group. As at 31 December 2022, the Group had estimated
losses of $26 million (2021: $28 million) available to carry forward against
future taxable profits. No deferred tax asset has been raised on these
estimated losses.
The Group has recognised a net deferred tax liability of $58.7 million at 30
June 2023 (30 June 2022: $106.5 million, 31 December 2022: $58.7 million) and
which mainly arose on the revaluation of biological assets and owner occupied
land and buildings. This would only be payable on the sale of these assets at
their book value.
6. EARNINGS PER SHARE
6 months to 30 June 2023 6 months to 30 June 2022
(Unaudited) (Unaudited)
$'000 $'000
Loss attributable to equity shareholders (3,364) (533)
Weighted average number of ordinary shares in issue ('000) 2,651,565 2,482,464
Basic and diluted loss per share (cents) (0.13) (0.02)
The Company has incurred a loss in the six-month period to 30 June 2023, and
therefore the diluted earnings per share is the same as the basic loss per
share as the loss has an anti-dilutive effect.
Reconciliation of shares in issue to weighted average number of ordinary
shares:
6 months 30 June 2023 6 months 30 June 2022
(Unaudited) (Unaudited)
$'000 $'000
Shares in issue at beginning of period 2,489,989 2,482,117
Shares issued during the period weighted for period in issue (note 11) 145,836 347
Weighted average number of ordinary shares in issue for the period 2,635,825 2,482,464
7. TRADE AND OTHER RECEIVABLES
30 June 30 June 2022 31 December
2023
2022
(Unaudited)
(Unaudited) (Audited)
$'000 $'000 $'000
Trade receivables 3,571 2,632 4,561
Other receivables 12 12 12
Deposits 123 127 128
Current tax receivable 15 15 16
VAT receivable 286 666 174
Prepayments 1,009 1,325 1,439
Total 5,016 4,777 6,330
The Directors consider that the carrying amount of trade and other receivables
approximates to their fair value.
8. TRADE AND OTHER PAYABLES
30 June 30 June 2022 31 December
2023
2022
(Unaudited)
(Unaudited) (Audited)
$'000 $'000 $'000
Trade payables 2,288 1,106 1,213
Contract liabilities (prepayments received) 508 872 892
Accruals 493 766 309
Current tax payable 379 105 190
Other payables 326 459 920
Debt due to concession holders 13 43 23
Total 4,007 3,351 3,547
The Directors consider that the carrying amount of trade and other payables
approximates to their fair value.
9. BORROWINGS
30 June 2023 (Unaudited) 30 June 31 December
2022
2022
(Unaudited) (Audited)
$'000 $'000 $'000
Non-current liabilities
Business loans 528 1,269 1,757
Working capital facility 2,673 3,939 3,908
3,201 5,208 5,665
Current liabilities
Business loans 770 545 888
Bank facility 390 233 196
Working capital facility 400 6,384 7,519
1,560 7,162 8,603
Total borrowings 4,761 12,370 14,268
The decrease in borrowings in the six months to 30 June 2023 is mainly due to
the following:
· Settlement of $6m revolving working capital facility at a discount (see
note 15).
· Conversion of $2.25m working capital loan owing to Rhino Ventures to
non-voting equity (see note 11).
· Settlement of short term, $1m working capital facility owed to Lombard
Odier (see note 14).
10. CONVERTIBLE BONDS
30 June 2023 30 June 2022 31 December
2022
(Unaudited) (Unaudited)
(Audited)
$'000 $'000 $'000
Convertible bonds: Liability component 739 712 748
Convertible bonds: Equity component 24 24 24
Total 763 736 772
Convertible bond liability 477 477 477
Interest accrued 262 235 271
Total 739 712 748
During the first half of 2022, $293,591 of the 2023 0% Convertible Bonds were
converted into 5,871,820 Voting Ordinary Shares. The Convertible Bond terms
specify conversion is at an exchange rate of £:$1.25 and 4p per Ordinary
Share. The Bonds were repaid on 5 July 2023.
11. SHARE CAPITAL
Number $'000
Authorised:
Ordinary shares of 0.01p pence each* Unlimited Unlimited*
Allotted, issued and fully paid:
Ordinary shares of 0.01p each*
At 1 January 2022 2,482,117,053 32,528
Shares issued (note 10) 7,871,820 97
At 31 December 2022 2,489,988,873 32,625
Issued in the period (note 10) 1,800,000,000 3,174
At 30 June 2023 4,289,988,873 35,799
* See note below: nominal value of ordinary shares reduced from 1.0p in June
2023 to 0.01p and a deferred share of 0.99p. The deferred shares were redeemed
at no cost by the Company.
Balances classified as share capital represent the nominal value on issue of
the Company's equity share capital, comprising ordinary shares of 1p each.
The total number of Ordinary Shares in issue as at the date of this report is
4,289,988,873, which consists of 3,685,850,726 Voting Ordinary Shares,
19,138,147 Treasury Shares and 585,000,000 Non-Voting Ordinary Shares.
TREASURY SHARES
In January 2023 following a final adjustment in relation to the 2017 purchase
of Woodbois International Aps, the Company received 19,138,147 ordinary voting
shares which have been taken into Treasury.
ORDINARY SHARES
On 13 March 2023 the Company announced that gross proceeds of c$3.6m had been
raised by way of a conditional placing of 250,000,000 new ordinary shares of
1p each in the Company at a price of 1.2 pence per New Ordinary Share.
On 30 May 2023, the Company announced that, as a result of the unexpected
termination of a fully drawn c$6.0m bank facility with Sydbank (see note 15),
who had also unilaterally offset c$3.1m of the Company's cash in part
repayment of the facility, the Company's share price had fallen below its then
nominal value of 1p. As the Company's Articles of Association prohibit the
issuance of shares at a discount to nominal value, there was a need to
re-designate the nominal value. The directors convened a General Meeting for
the purpose of proposing and voting on resolutions to reduce the nominal value
of the ordinary shares to 0.01p and deferred share of 0.99p, but which did not
change the number of ordinary shares in issue, as well as for the renewal and
widening of the waiver of pre-emption rights to enable the Company to meet
these exceptional circumstances.
On 16 June 2023 at the General Meeting, shareholders voted and all resolutions
passed with >97% of votes in favour. The deferred shares were subsequently
redeemed at nil cost by the Company.
On 28 June 2023, the Company announced that it has raised £6 million by way
of a subscription for new ordinary shares at a price of 0.5 pence (the
"Subscription"). This satisfied the cash shortfall created when the $6m
working capital facility was withdrawn (see note 15), allowing the Company the
flexibility to discharge its remaining obligations to the bank, whilst also
benefiting from an agreed financial incentive for such repayment.
The Subscription formed part of a wider financing package, including a
debt-for-equity swap of £1.75m and including the issuance of warrants:
· Subscription for £6 million:
A Subscription for 1,200,000,000 new ordinary shares of 0.01 pence each in the
Company ("Ordinary Shares") (the "Subscription Shares"), raising £6 million,
at an issue price of 0.5 pence per Ordinary Share.
800,000,000 Subscription Shares were subscribed for by CHCH Ventures FZ-LLP
and 400,000,000 Subscription Shares were purchased by John Scott (together the
"Subscribers").
· Conversion of existing debt to non-voting ordinary shares and
issuance of a convertible loan
Woodbois had a loan outstanding with Rhino Ventures Limited ("RVL") (see note
9), with a balance outstanding of $2.25 million (inclusive of all accrued
interest). Under the terms of a Deed of Capitalisation, the loan was
capitalised, at the price of 0.5 pence per share, into 350,000,000 Non-Voting
Ordinary Shares (the "Non-Voting Conversion Shares") and a redemption payment
will be made of £25,590.
The Company has also entered into a Commission Agreement with RVL, in respect
of Miles Pelham's assistance in procuring the Subscription, under which RVL
can elect to receive 60,000,000 new Voting Ordinary Shares (the "Commission
Shares") and, subject to the passing of resolutions at a Company General
Meeting, to grant Directors further authority to allot new shares on a non
pre-emptive basis (the "Commission Fee"). The Commission Fee equates to a 5%
commission on the funds raised through the Subscription. Should the
resolutions allowing the Commissions Shares to be issued not be approved then
the Commission Fee will be settled in cash.
· Issuance of Warrants
The Company issued 1,200,000,000 share warrants to the Subscribers on a 1 for
1 basis, in respect of the Subscription Shares. Each Warrant gives the holder
the right to subscribe for one new Voting Ordinary Share at a price of 1 pence
per Voting Ordinary Share, at any time until 29 June 2025 (the "Warrants").
Under the terms of the Deed of Capitalisation and conditional on the passing
of certain resolutions at a Company General Meetings as described above, RVL
will also be issued with 350,000,000 Warrants on a 1 for 1 basis, in respect
of the 350,000,000 Non Voting Conversion Shares. These Warrants are over
Non-Voting Ordinary Shares in Woodbois. Subject to the passing of those same
resolutions, RVL can also elect under the Commission Agreement to receive
60,000,000 Warrants over Voting Ordinary Shares in the Company.
12. SHARE
PREMIUM
$'000
At 1 January 2022 65,254
Issued in the period 295
At 31 December 2022 65,549
Issued in the period (note 11) 9,761
At 30 June 2023 75,310
Balances classified as share premium include the net proceeds in excess of the
nominal share capital on issue of the Company's equity share capital.
13. RELATED PARTY TRANSACTIONS
As set out in note 9 above, the short-term facility owed to Lombard Odier of
$1.0m was settled in June 2023.
As noted above, the unsecured facility from RVL was converted to equity (see
notes 9 and 11).
In June 2023 a commission agreement (see note 11) was entered into between the
Company and RVL.
14. OTHER INCOME
Other income represents settlement gains realised on termination of banking
and other facilities.
On 19 April 2023, the Company announced that Woodgroup Aps, a wholly owned
subsidiary of the Company, had received a notice from a Danish bank, that it
was terminating a $6 million debt facility. The $6m facility was fully
utilised and had an ancillary account with a cash balance of $3.1 million. The
bank had a floating charge against the assets of Woodgroup ApS and have offset
this $3.1 million in partial repayment of the facility. The reason cited by
the bank for terminating the facility was that Woodgroup ApS generated a loss
in Q1 2023. The bank believed that, as a consequence, the circumstances of
Woodgroup ApS had changed significantly to their detriment. Management did
not agree with the bank's conclusion and, whilst acknowledging the poor
performance in Q1, believed the Company had been well placed to deliver a very
positive performance for the remainder of the year. As reported by the Company
on 6 June 2023, the Company had reached an agreement with the bank to settle
the balance by no later than 29 December 2023. The Company settled the
outstanding balance on 28 June 2023, thereby taking advantage of an early
settlement incentive which gave rise to c$1.4m of other income. All security
arrangements were cancelled upon settlement.
As noted above, the Lombard Odier loan was also settled in the period.
15. Reclassification of foreign currency translation differences on
deregistered entities
The Group formally completed the deregistration of three dormant entities
located in Tanzania. These three entities include Wami Agriculture Co.
Limited, Magole Agriculture Limited and Milama processing Company Limited.
As required by IFRS, the Group reclassified the foreign currency translation
differences that arose on historical consolidation of those entities from the
FCTR (equity) to profit or loss.
16. EVENTS OCCURING AFTER THE REPORTING DATE
The convertible bonds (see note 10) were repaid in July 2023.
On 30 August 2023 there was a military coup in Gabon. Operations in-country
are increasingly able to revert to normal and a new government has been
formed.
17. INTERIM FINANCIAL STATEMENTS
A copy of this interim report as well as the full Annual Report for the year
ended 31 December 2022 can be found on the Company's website at
www.woodbois.com (http://www.woodbois.com) .
1 (#_ftnref1) Foreign Currency Translation Reserve
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 (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IR FLFVDAIITFIVRecent news on Woodbois
See all newsREG - Woodbois Limited - Mozambique Operations to be Divested
AnnouncementREG - AIM - AIM Notice - 14/02/2024
AnnouncementREG - Woodbois Limited - $5m Trade Finance, Gabon Progress & 2024 Outlook
AnnouncementREG - Woodbois Limited - £2.0m Exercise of Warrants to scale-up production
AnnouncementREG - AIM - AIM Notice - 17/01/2024
Announcement