REG - Woodbois Limited - Issue of LTIP’s

WoodboisAnnouncement

01/03/2022 07:16

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RNS Number : 1056D  Woodbois Limited  01 March 2022

01 March 2022

Woodbois Limited

("Woodbois", the "Group" or the "Company")

 Issue of LTIP's

 

Woodbois Limited (AIM: WBI), the African focused forestry, timber trading,
reforestation and carbon credit company, is pleased to announce the grant of
options under its Long Term Incentive Plan over ordinary shares in the Company
("LTIP's") intended to harmonise the financial objectives and rewards of key
personnel with those of shareholders.

Background

 

The Company considers the issuing of LTIP's an important component of the
remuneration of its leadership team and its key employees. It has consulted
with its two largest shareholders on the terms of the Scheme and these awards.

 

The Company's Remuneration Committee sought to ensure that the performance
criteria were both achievable but also demanding. As such, the vesting of the
awards is substantially geared towards material improvement in both operating
results and share price appreciation as set out in further detail below.

 

Quantum of LTIP's and options outstanding

 

A total of 68.0m LTIP's are being issued to the below detailed directors and
to other key personnel, being 2.74% of the total issued share capital (voting
and non-voting). Of these 30.0m LTIP's had previously been announced as to be
allocated to Federico Tonetti, when he joined the Company as its CEO on 8
November 2021.

 

Taken together with existing options there will be a total of 182.0m shares
outstanding under option representing 7.33% of the current issued share
capital (voting and non-voting). The Company has undertaken that it will not
have more than 10% of the issued share capital under option at any time. There
will be annual reviews of remuneration including share incentives to ensure
the best talent is attracted and retained.

 

Details of the awards to Directors together with their current beneficial
holding of voting Ordinary Shares are presented in the following table:

 

 Director                                          Number of LTIP's granted at an exercise price of 1p per Share  Total number of Shares under option  Share Options as a % of Issued Share Capital(1)  Voting Ordinary Shares currently beneficially held
 Paul Dolan (Executive Chair)                      4,000,000                                                      54,000,000                           2.17%                                            75,400,032
 Federico Tonetti (CEO)                            30,000,000                                                     30,000,000                           1.21%                                            -
 Carnel Geddes (CFO)                               4,000,000                                                      26,500,000                           1.06%                                            -
 Hadi Ghossein (Deputy Chair & Head of Gabon)      4,000,000                                                      26,500,000                           1.06%                                            21,075,686

1.    Issued Share Capital of approximately 2,482.1m shares comprises
approximately 1,857.1m voting shares and approximately 625.0m non-voting
shares.

 

The remaining 26.0m LTIP's are being awarded to other key personnel.

 

Details of the LTIP awards

 

The key terms of the LTIP's are as follows:

 

1. LTIP's are granted under the 2021 Long Term Incentive Plan. They may not be
exercised:

-      by Directors before 30 days after the release of the Interim
Report for the six months period to 30 June 2025 and for a maximum of 12
months thereafter or;

-      by other LTIP holders before 30 days after the announcement of the
audited accounts for the year ended 31 December 2024 and for a maximum of 18
months thereafter;

-      in all cases exercise can only be made if the 30 day volume
weighted average price ("VWAP") share price preceding exercise is 6p or more.

 

2.    An exercise price of 1p per share and a final vesting determination
date of 30 days after the announcement of the audited accounts for the year
ended 31 December 2024.

 

3.    Vesting of up to 50% of the LTIP is determined by reference to Total
Shareholder Return. The performance criteria sets out that there will be 10%
vesting if the VWAP remains above each of 6p, 7p, 8p, 9p and 10p for a period
of 30 consecutive days. In order to achieve full vesting of this tranche of
half of the Share Options the management team will need to increase the share
price by 150% over the current share price.

 

4.    Vesting of up to 50% of the LTIP is dependent on achieving internal
EBITDA targets in each of the financial years 2022-4. Of this tranche 16.66%
can vest on achieving each target and there is also a cumulative provision
whereby a shortfall (or excess) in one or more years can be offset against
other years for the purposes of vesting. For all of these LTIP's to vest there
has to be a transformation of the Company's financial performance.

 

 

The Remuneration Committee and the Board are delighted to have the support of
its two largest shareholders for these stretching but achievable criteria. The
terms are simple to measure and provide strong alignment between all the
parties.

 

 Woodbois Limited

 Paul Dolan - Executive Chair          + 44 (0)20 7099 1940

 Graeme Thomson Senior NED

 Canaccord Genuity, Nominated Advisor  + 44 (0)20 7523 8000

 Henry Fitzgerald-O'Connor

 James Asensio

 Thomas Diehl

 Celicourt Communications (IR/PR)      +44 (0)20 8434 2643

 Mark Antelme                          woodbois@celicourt.uk

Jimmy Lea

Notification and public disclosure of transactions by persons discharging
managerial responsibilities/person closely associated

The notifications below are made in accordance with the requirements of the
Market Abuse Regulations.

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Federico Tonetti
 2   Reason for the notification
 a)  Position/status                                              CEO
 b)  Initial notification/ Amendment                              Initial Notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Woodbois Limited
 b)  LEI                                                          2138001U7SLCSRKV3P06
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary Shares

     Identification code                                          WBI LN

ISIN GG00B4WJSD17
 b)  Nature of the transactions                                   Award of 30,000,000 LTIP's with an exercise price of £0.01p
 c)  Price(s) and volume(s)                                       Price(s)                         Volume(s)
     £0.01p                                                                                        30.000,000

 d)  Aggregated information                                       30,000,000

     -  Aggregated volume                                         £300,000

     -  Price
 e)  Date of the transaction                                      28/2/2022
 f)  Place of the transaction                                     London

 

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Paul Dolan
 2   Reason for the notification
 a)  Position/status                                              Executive Chair
 b)  Initial notification/ Amendment                              Initial Notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Woodbois Limited
 b)  LEI                                                          2138001U7SLCSRKV3P06
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary Shares

     Identification code                                          WBI LN

ISIN GG00B4WJSD17
 b)  Nature of the transactions                                   Award of 4,000,000 LTIP's with an exercise price of £0.01p
 c)  Price(s) and volume(s)                                       Price(s)                        Volume(s)
     £0.01p                                                                                       4.000,000

 d)  Aggregated information                                       4,000,000

     -  Aggregated volume                                          £40,000

     -  Price
 e)  Date of the transaction                                      28/2/2022
 f)  Place of the transaction                                     London

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Carnel Geddes
 2   Reason for the notification
 a)  Position/status                                              CFO
 b)  Initial notification/ Amendment                              Initial Notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Woodbois Limited
 b)  LEI                                                          2138001U7SLCSRKV3P06
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary Shares

     Identification code                                          WBI LN

ISIN GG00B4WJSD17
 b)  Nature of the transactions                                   Award of 4,000,000 LTIP's with an exercise price of £0.01p
 c)  Price(s) and volume(s)                                       Price(s)                        Volume(s)
     £0.01p                                                                                       4.000,000

 d)  Aggregated information                                       4,000,000

     -  Aggregated volume                                         £40,000

     -  Price
 e)  Date of the transaction                                      28/2/2022
 f)  Place of the transaction                                     London

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Hadi Ghossein
 2   Reason for the notification
 a)  Position/status                                              Deputy Chair
 b)  Initial notification/ Amendment                              Initial Notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Woodbois Limited
 b)  LEI                                                          2138001U7SLCSRKV3P06
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary Shares

     Identification code                                          WBI LN

ISIN GG00B4WJSD17
 b)  Nature of the transactions                                   Award of 4,000,000 LTIP's with an exercise price of £0.01p
 c)  Price(s) and volume(s)                                       Price(s)                        Volume(s)
     £0.01p                                                                                       4.000,000

 d)  Aggregated information                                       4,000,000

     -  Aggregated volume                                         £40,000

     -  Price
 e)  Date of the transaction                                      28/2/2022
 f)  Place of the transaction                                     London

 

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