REG - Woodbois Limited - Notice of General Meeting and Posting of Circular

WoodboisAnnouncement

30/05/2023 07:15

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RNS Number : 8927A  Woodbois Limited  30 May 2023

30 May 2023

Woodbois Limited

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

Notice of General Meeting and Posting of Circular

Woodbois, the Africa-focused forestry, timber trading and afforestation
company, announces that a circular containing a notice convening a General
Meeting to be held at the Company's registered office at Dixcart House, Sir
William Place, St Peter Port, Guernsey, GY1 1GX, at 11.00 a.m. on 16 June
2023, has been posted to the Company's shareholders.

Background to and reasons for the General Meeting

On 19 April 2023 the Company announced that it had unexpectedly received
notice of termination of a fully drawn c$6.0m bank facility, which bank had
also offset c$3.1m of the Company's cash in part repayment of the facility
(the "Termination"). Since that time the Board has been pursuing a number of
options to resolve this situation and secure the future of the Company.

Discussions with a number of parties are progressing which may include raising
funds through the issuance of shares and/or reducing or rescheduling other
debts of the Group. Whilst there can be no certainty that these discussions
will have a positive conclusion, the Directors are convening the General
Meeting at this time so that the Company has the flexibility to issue ordinary
shares quickly if agreement is reached on the terms of an equity issue. The
Company does not currently have the authority to issue shares.

As a result of the Termination, the Company's share price has fallen below its
nominal value of 1p. As the Company's Articles of Association prohibit the
issuance of shares at a discount to nominal value, there is a need to
re-designate the nominal value.

 The General Meeting

The General Meeting is for the purpose of proposing and voting on resolutions
to reduce the nominal value of the ordinary shares, but which will 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 the
exceptional circumstances as set out above (together the "Resolutions").

The Directors consider that the Resolutions are in the best interests of
shareholders and that it is vitally important to secure the future of the
Company that the Company has the flexibility provided by the Resolutions. The
Directors therefore unanimously recommend that Shareholders vote in favour of
the Resolutions.

 

Expected Timetable

 Event                                                                          Time and/or date
 Publication and posting to Shareholders of this document                       26 May 2023
 Latest time and date for receipt of Forms of Proxy, CREST and online           11.00 a.m. on 14 June 2023
 instructions in respect of the General Meeting
 Voting record time for the General Meeting                                     6.00 p.m. on 14 June 2023
 General Meeting                                                                11.00 a.m. on 16 June  2023
 Record date of dealings in, and for registration of transfers of the Existing  6.00 p.m. on 16 June 2023
 Ordinary Shares
 Admission effective and commencement of dealings in the New 0.01p Ordinary     8.00 a.m. on 19 June 2023
 Shares.

An electronic copy of the circular, which contains further information on the
resolutions, will shortly be available on the Company's website at
www.woodbois.com, in accordance with AIM Rule 20.

 

Enquiries

 

 Woodbois Limited                                             +44 (0) 20 7099 1940

 Paul Dolan, CEO

 Carnel Geddes, CFO

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

 Henry Fitzgerald O'Connor, Harry Pardoe, Gordon Hamilton

 

 

 

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