REG - Woodbois Limited - Issue of Share Options

WoodboisAnnouncement

05/11/2020 07:00

RNS Number : 3075E
  
Woodbois Limited
  
05 November 2020
  
 

5 November 2020
Woodbois Limited
("Woodbois", the "Group" or the "Company")
 
Issue of Share Options
 
Woodbois Limited (AIM: WBI), the African focused forestry and timber trading company, is pleased to announce the grant of options over ordinary shares in the Company ("Share Options") intended to harmonise the financial objectives and rewards of key personnel with those of shareholders.
Background
 
As set out in the documents related to the Company's fundraising and restructuring in July this year and reiterated in the 2020 Interim accounts announced on 2 September, the Company has been keen to put in place an option package for its key personnel which ensures strong alignment between the objectives of the leadership team and shareholders.  The Company has consulted with key shareholders on the terms of 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 Share Options 
 
A total of 144.5m Share Options are being issued to the below detailed directors and senior management, being 6.07% of the total 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 and PDMR's together with their current beneficial holding of voting Ordinary Shares are presented in the following table: 
 



Director / PDMR


Number of Share Options granted at an exercise price of 2p per Share


Share Options as a % of Issued Share Capital1 


Voting Ordinary Shares currently beneficially held




Paul Dolan (Chairman & CEO)


50,000,000


2.1%


75,400,032




Carnel Geddes (CFO)


22,500,000


0.94%


-




Hadi Ghossein (Deputy Chairman & Head of Gabon operations)


22,500,000


0.94%


21,075,686




Graeme Thomson (Senior Independent NED)


10,000,000


0.42%


1,250,000




Jacob Hansen (COO: Trading operations)


12,500,000


0.52%


51,851,980



 
1.  Issued Share Capital of approximately 2,382.1 m shares comprises approximately 1,430.7m voting shares and approximately 951.4m non-voting shares. 
 
The remaining 27.0 million Share Options are being awarded to other key personnel.
 
Details of the Share Option awards
 
The key terms of the Share Options are as follows:
 
·    Share Options are granted under the 2016 Share Option Plan. They may not be exercised before 48 months nor after 72 months from grant, which is effective 6 August 2020;
 
·    Exercise price 2p, being the issue price of the Company's fundraise and restructuring completed in August 2020;
 
·    Vesting of up to 50% of the Share Options is determined by reference to Total Shareholder Return. The performance criteria set out that there will be nil Share Options vesting at 2p, 16.5% of the total Share Options at 4p and full vesting of this half of the Share Options at 6p, with straight-line vesting between the respective points.  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 200% over the fundraise. The criteria shall be measured by reference to volume weighted average share price in any 30-day period during the 4 year period from grant;
 
·    Vesting of up to 50% of the Share Options is determined by achieving target EBITDA. Of this tranche, 12.5% pa can vest on achieving EBITDA targets for each of the financial years 2020-2023, being -$1.8m, $7.8m, $12.9m and $15.9m respectively. 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. Accordingly, for all of these Share Options to vest there has to be a transformation of the Company's financial performance as it will have transitioned from negative EBITDA in the recent and current financial years to delivering cumulative EBITDA in excess of approximately $35m during these years;
 
·    As stated in the 2019 Annual Report the planned cancellation of all of the 14.5m pre-existing options by mutual agreement have now been completed.  Of these, 4.0m were cancelled for Paul Dolan, 2.5m for Hadi Ghossein, 1.0m for Carnel Geddes, 2.5m for each of Jacob Hansen and Zahid Abbas, both former Directors;
 
·    A one-off award of 10m Share Options has been made to Mr Graeme Thomson (Senior Independent Non-Executive) as a reflection of his key contribution in enabling the Company to effect the recent fundraising and restructuring, as well as for his on-going role since his appointment in July 2019.  In accordance with corporate governance advice his options are not subject to performance criteria but may not vest for 4 years from the time of grant.
 
The Remuneration Committee and the Board are delighted to have the support of both the recipients and key 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 - Chairman and CEO 
Graeme Thomson Senior NED
 


 
+ 44 (0)20 7099 1940




Canaccord Genuity, Nominated Advisor
Henry Fitzgerald-O'Connor
James Asensio
Thomas Diehl
 


+ 44 (0)20 7523 8000




Alma PR, Financial PR
Rebecca Sanders-Hewett
Justine James
 


+44 (0)20 3405 0205
woodbois@almapr.co.uk



 
 
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


Paul Tiernan Dolan




2


Reason for the notification




a)


Position/status


Chairman and 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
Identification code
  


Ordinary Shares



WBI LN
ISIN GG00B4WJSD17




b)


Nature of the transactions


Award of 50,000,000 share options with an exercise price of £0.02p




c)


Price(s) and volume(s)





Price(s)


Volume(s)




£0.02p


50,000,000








d)


Aggregated information
-     Aggregated volume 
-     Price


 
50,000,000
£1,000,000




e)


Date of the transaction


04/11/2020




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
Identification code
  


Ordinary Shares



WBI LN
ISIN GG00B4WJSD17




b)


Nature of the transactions


Award of 22,500,000 share options with an exercise price of £0.02p




c)


Price(s) and volume(s)





Price(s)


Volume(s)




£0.02p


22,500,000








d)


Aggregated information
-     Aggregated volume 
-     Price


 
22,500,000
£450,000




e)


Date of the transaction


04/11/2020




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 Chairman




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
Identification code
  


Ordinary Shares



WBI LN
ISIN GG00B4WJSD17




b)


Nature of the transactions


Award of 22,500,000 share options with an exercise price of £0.02p




c)


Price(s) and volume(s)





Price(s)


Volume(s)




£0.02p


22,500,000








d)


Aggregated information
-     Aggregated volume 
-     Price


 
22,500,000
£450,000




e)


Date of the transaction


04/11/2020




f)


Place of the transaction


London 



 
 



1


Details of the person discharging managerial responsibilities/person closely associated




a)


Name


Graeme Paul Thomson




2


Reason for the notification




a)


Position/status


Senior Independent NED




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
Identification code
  


Ordinary Shares



WBI LN
ISIN GG00B4WJSD17




b)


Nature of the transactions


Award of 10,000,000 share options with an exercise price of £0.02p




c)


Price(s) and volume(s)





Price(s)


Volume(s)




£0.02p


10,000,000








d)


Aggregated information
-     Aggregated volume 
-     Price


 
10,000,000
£200,000




e)


Date of the transaction


04/11/2020




f)


Place of the transaction


London 



 
 



1


Details of the person discharging managerial responsibilities/person closely associated




a)


Name


Jacob Hansen




2


Reason for the notification




a)


Position/status


Former Director




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
Identification code
  


Ordinary Shares



WBI LN
ISIN GG00B4WJSD17




b)


Nature of the transactions


Award of 12,500,000 share options with an exercise price of £0.02p




c)


Price(s) and volume(s)





Price(s)


Volume(s)




£0.02p


12,500,000








d)


Aggregated information
-     Aggregated volume 
-     Price


 
12,500,000
£250,000




e)


Date of the transaction


04/11/2020




f)


Place of the transaction


London 



 

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