REG - Woodbois Limited - Posting of Circular and Notice of GM and AGM
02/04/2025 15:15
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RNS Number : 4006D Woodbois Limited 02 April 2025
2 April 2025
WOODBOIS LIMITED
("Woodbois" or the "Company")
Posting of Circular, Notice of General Meeting and Notice of Annual General
Meeting
Further to the Company's announcement on 28 March 2025, Woodbois Limited
(AIM:WBI), the Africa-focused forestry, timber trading and afforestation
company, announces that it is today posting a circular (containing a Notice of
General Meeting and a Notice of Annual General Meeting) (the "Circular") and
Forms of Proxy to Shareholders setting out further details regarding the
proposed Subscription and the resolutions to be put to Shareholders at the
General Meeting and the Company's Annual General Meeting.
The General Meeting is due to be held at the offices of Allenby Capital
Limited at 5 St. Helen's Place, London, EC3A 6AB at 11:00 a.m. on 22 April
2025.
The Annual General Meeting is due to be held at the offices of Allenby Capital
Limited at 5 St. Helen's Place, London, EC3A 6AB at 11:00 a.m. on 30 April
2025.
Extracts from the Circular are appended to this announcement. The Circular
will shortly be available on the Company's website:
https://www.woodbois.com/investors/ (https://www.woodbois.com/investors/) .
Capitalised terms in this announcement have the meaning ascribed to them in
the Definitions section of the Circular.
Enquiries:
Woodbois Limited
Lucas Kanme, Chief Executive Officer
Allenby Capital Limited (Nominated Adviser) +44 (0)20 3328 5656
John Depasquale, Piers Shimwell
Novum Securities (Joint Broker) +44 (0) 20 7399 9427
Colin Rowbury, Jon Bellis
Axis Capital Markets Limited (Joint Broker) +44 (0) 203 026 0449
Lewis Jones
Hobart Capital Markets LLP +44 (0) 207 0-.070 5600
Mike Staten
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Subscription 28 March 2025
Publication of this document and Forms of Proxy 2 April 2025
Admission and commencement of dealings in First Subscription Shares and First 8.00 a.m. on 2 April 2025
Director Shares on AIM
Expected date for CREST accounts to be credited with the First Subscription 2 April 2025
Shares and First Director Shares in uncertificated form
Dispatch of share certificates in respect of the First Subscription Shares By no later than 16 April 2025
and First Director Shares
Latest time and date for receipt of General Meeting Forms of Proxy 11.00 a.m. on 20 April 2025
General Meeting 11.00 a.m. on 22 April 2025
Admission and commencement of dealings in Second Subscription Shares, Second 8.00 a.m. on 23 April2025
Director Shares and Adviser Shares on AIM
Expected date for CREST accounts to be credited with the Second Subscription 8.00 a.m. on 23 April 2025
Shares in uncertified form
Latest time and date for receipt of Annual General Meeting Forms of Proxy 11.00 a.m. on 28 April 2025
Annual General Meeting 11.00 a.m. on 30 April 2025
Dispatch of share certificates in respect of the Second Subscription Shares By no later than 7 May 2025
ISSUE STATISTICS
Issue Price 0.05 pence
Number of Existing Ordinary Shares 5,199,179,349
Number of Subscription Shares to be issued pursuant to the Subscription 5,305,000,000
Number of Director Shares to be issued 150,000,000
Number of Adviser Shares to be issued 358,000,000
Number of First Subscription Shares to be issued pursuant to the First 1,645,000,000
Subscription
Number of First Director Shares to be issued pursuant to the First Admission 100,000,000
Number of Second Subscription Shares to be issued pursuant to the Second 3,660,000,000
Subscription
Number of Second Director Shares to be issued pursuant to the Second Admission 50,000,000
Number of Subscription Option Shares to be issued up to 1,300,000,000
Number of Warrants to be issued 2,779,500,000
Number of New Ordinary Shares to be issued 5,813,000,000
Gross proceeds of the Subscription (before expenses) £2.65 million
Enlarged Ordinary Share Capital following Second Admission* 11,012,179,349
Percentage of Enlarged Ordinary Share Capital represented by the Subscription 48.17 per cent.
Shares
*excluding the potential issue of up to 1,300,000,000 Subscription Option
Shares
LETTER FROM THE CHAIRMAN
1. Introduction
The Company has conditionally raised gross proceeds of approximately £2.65
million (before expenses) via:
I. a First Subscription of 1,645,000,000 Subscription Shares at the
Issue Price; and
II. a Second Subscription of 3,660,000,000 Subscription Shares at the
Issue Price.
The Subscription will be carried out in two tranches. 1,645,000,000 First
Subscription Shares will be allotted and issued utilising the Existing Shares
Authorities and as a result of the exercise of the Repriced Warrants and
3,660,000,000 Second Subscription Shares will be allotted and issued
conditional, inter alia, upon the passing of the General Meeting Resolutions
at the General Meeting to be held at 11.00 a.m. on 22 April 2025.
Concurrent to the Subscription, the Company is also issuing:
I. an aggregate of 358,000,000 Adviser Shares at the Issue Price to Akira
GmBH and one of the Company's brokers in lieu of fees; and
II. 150,000,000 Director Shares to Clive Roberts.
Akira GmBH has also been granted 127,000,000 Warrants.
The two Subscription Options have also been granted on the same terms as the
Subscription for the issue of:
I. up to 1,300,000,000 Subscription Option Shares at the Issue
Price; and
II. 650,000,000 warrants over new Ordinary Shares.
Assuming the Subscription Options are exercised in full, the aggregate
proceeds from the Subscription and Subscription Options are expected to be
£3.3 million.
The allotment and issue of the First Subscription Shares will not be
conditional upon the passing of the General Meeting Resolutions or the
allotment and issue of the Second Subscription Shares and Warrants.
The purpose of this document is, amongst other things, to explain the
background to and reasons for the Subscription and to explain why the
Directors believe that the Subscription will allow the survival and growth of
the Company for the benefit of the Shareholders as a whole, and seek
Shareholders' approval to the passing of the General Meeting Resolutions at
the General Meeting.
This document also contains the Directors' recommendation that Shareholders
vote in favour of the General Meeting Resolutions. Notice of the General
Meeting, at which the Resolutions will be proposed, is set out at the end of
this document.
A notice to convene the Company's Annual General Meeting is also set out at
the end of this document, scheduled to be held at the offices of Allenby
Capital Limited, 5 St Helen's Place, London, EC3A 6AB at 11.00 a.m. on 30
April 2025.
2. Background to and reasons for the Subscription
As previously announced, the business experienced significant disruption
during 2023 and 2024 as a result of both internal disputes and external
factors. In 2024 the Company suffered from the resignation of a Chairman, two
Chief Executives and two finance directors, latterly on Christmas Eve leaving
the Company without an executive team. Since then it has begun to emerge that
creditors were not being managed and the business has been in a state of near
paralysis. In particular the Bank loan with Nykredit Bank A/S was in default
and without resolution. The Company urgently needs an injection of further
funding.
The Directors believe that the underlying business, which had paused
production last summer, will generate cash once it has fully restarted. In the
meantime the business will absorb working capital, with the main expenses
being wages, logistics and fuel. Discussions with customers are underway to
reschedule the order book; we believe that there is sufficient demand for
sustainably sourced African hardwood to match our production as we scale up
the business.
The Company's financial liquidity is extremely tight. In the event that the
Subscription does not complete and alternative sources of finance cannot be
found, the Company is likely to become insolvent. The Company does however
hold stock which is being sold and the proceeds of the Subscription will allow
the business to restart rapidly.
Legacy Issues
Audit 2024
As a result of the disruption last year the Company is dealing with a
backlog of issues which should have been resolved as a matter of routine. In
particular preparatory work for the 2024 audit is behind schedule and some of
the Company's accounting records are not up to date. This is now a focus for
the Group and will be overseen by Cobus van der Merwe. A further update will
be made once a publication date has been set.
Systems and Controls
The board has recently identified a weakness within the Company's financial
systems and controls. The non-executive directors have investigated and
concluded that, on the basis of evidence gathered, the Company has not
suffered a material loss (or possibly no loss at all). Immediate improvements
have been implemented, and the non-executive directors will monitor all
business processes, including record keeping, closely as production restarts
in order to ensure the highest standards of corporate governance are achieved.
Nykredit Bank A/S
Further to the Company's announcements of 10 and 17 January 2025, the
Company has now agreed a repayment schedule for 2025 with Nykredit Bank A/S
("Nykredit" or the "Bank") which has terminated its loan facilities to the
Company's subsidiary, Woodbois International ApS. The deadline for repayment
of the facility has been postponed until the end of 2025 which will allow the
Company to recover and be able to resolve the outstanding position at that
time. The Directors believe that the repayments for 2025 can be funded by the
Company through cash generation. Nykredit has reserved its position.
Strategy and direction
Initially the focus of the board is to stabilise the business and its
financial condition. The net proceeds of the Subscription and from any
exercise of the Subscription Options will be used in Gabon, allowing
operations to return to normal levels of production and cash generation
provided no unexpected legacy issues arise, which given the disruption of last
year, cannot be ruled out.
Historically the business has had a complex and disparate structure. Woodbois
will be simplified by closing operations in geographies other than London and
Gabon. It is our intention to establish a new subsidiary office in Dubai which
will have approximately six staff who will cover logistics, finance and
Administration. The cost of operating in Dubai offers an advantage over
Western Europe.
In the medium term the Company will review and expand its forestry concessions
to ensure that they are as economic as possible. This will typically favour
areas closer to the sawmill and veneer factory so as to reduce logistic drag.
Board appointments
Following the Company's recent appointments of Lucas Kanmé and Cobus van der
Merwe to the Board, the Company intends to appoint, Emmanuel Henriquet,
currently Director General of Woodbois Gabon SA., as Chief Operating Officer,
subject to Regulatory approval. Emmanuel is a both French and Gabonese
national with over 30 years of experience, with extensive expertise in natural
resources and their transformation. He also has enviable experience in
multi-country financial management, government relations, strategic
development and in restructurings across sub-Saharan Africa. He joined the
Company in November 2024 and has been invaluable in managing our Gabon
operations during this difficult period.
Clive Roberts has changed role from non-executive director to interim
non-executive Chairman and it is anticipated that this position will become
permanent in due course.
Triaxis SA, a regulated Swiss asset manager which has indicated an interest in
investing £1.35m has been introduced to this fundraising by Oliver Baumann
and Sebastiaan Rijckaert both shareholders and supporters of the Company. Mark
Edworthy, Lucas Kanmé and Jonna Cortez were also introduced and recommended
by these parties and Triaxis has made it a condition of investment by it that
Mark Edworthy and Jonna Cortez are appointed to the Board as Joint CEO
(alongside Lucas Kanmé) and CFO respectively. Mark Edworthy's initial focus
will be on assisting with the stabilisation and turnaround activities, while
Lucas Kanmé will be based in Gabon and focus on operations there. Going
forward Mark will assist with strategy, restructuring existing and organising
new financing facilities, commercial contracts and M&A opportunities.
The board expects to be able to confirm these appointments shortly, which are
still under discussion and will be subject to Regulatory approval. Following
these new appointments the Board structure will align with the QCA Corporate
Governance code.
Akira GmBH, a Swiss company connected with Oliver Baumann, has been
conditionally issued 254,000,000 Adviser Shares and 127,000,000 Warrants on
the same terms as the Subscription as compensation for the introduction of
Triaxis to the Subscription, subject to completion of such investment by
Triaxis. Application has been made for the 254,000,000 Adviser Shares to be
admitted to trading on AIM and it is expected that Second Admission will occur
at 8.00 a.m. on 23 April 2025.
Mark Edworthy is the founder and CEO of Burrington Estates. Mark has over 30
years of experience in both building and advising companies. He started his
career with 5 years at Mobil Oil as a project engineer before completing a
full time MBA at Cranfield. Post MBA Mark joined Merrill Lynch as Vice
President in asset management for five years. He then became Managing Director
at General Capital Group a funding principal business. In 2008, he co-founded
TheCurrencyCloud which went on to sell to Visa in 2021. In 2012, he founded
Burrington Estates which has completed £500m of property developments in
residential and light industrial new build and commercial refurbishment. He
also completed a buy and build of JCW Energy Services from 2011 which sold in
2023. He has a small portfolio of private company investments on which he
advises.
Jonna Cortez is a Certified Public Accountant (CPA) with a decade of
experience in audit, accounting, and finance. Throughout her career, she has
held key leadership positions, including Finance Manager at renowned
organizations such as Knightsbridge Group, Tamouh Integrated Business
Services, and Paul & Hassan Chartered Accountants-all based in Dubai, UAE.
Jonna obtained her CPA certification from the Professional Regulation
Commission in Manila, Philippines, in May 2015, and is an active member of the
Philippines Institute of Certified Public Accountants. She also holds a
Bachelor of Science in Accountancy.
Current Trading
Since the end of December 2024, Woodbois Gabon has shipped nine containers,
with a further six loaded onto vessels recently. We currently have 15
containers in Libreville under export process documentation. In Mouila, there
are 2,000 cubic metres of sawn wood in finished stock and in production.
122 cubic metres have been sold locally since January 2025. Several contracts
with monthly recurrence have been agreed.
Since the middle of last month the Company has restarted the repatriation of
cut wood logs from its forest. 300 cubic metres have been moved so far and a
further 4,200 cubic metres remain which we expect to transfer to our premises
before end of April 2025.
Use of Proceeds
The maximum gross proceeds of the Subscription and from the exercise of the
Subscription Options are expected to be £3.3 million. The majority of this
will be used for working capital, with a priority for the use of funds for
operations in Gabon including for overdue maintenance, in order to achieve
cash generation as rapidly as possible. We also expect to be able to begin to
reduce overdue creditors both in and outside Gabon, and therefore together
with internally generated cash, we anticipate being able to return to normal
payment terms with our suppliers during the Summer. The Directors note and
appreciate the patience of creditors.
Detail of the Subscription
Owing to the limited Existing Share Authorities available to issue new
Ordinary Shares, the Subscription will be conducted in two tranches. In order
to expedite the Subscription and maximise the number of shares to be issued in
the first tranche, certain holders of the 1,200,000,000 1p warrants which were
issued last year and expire in June 2025 have agreed to forfeit their holding.
The Board resolved to amend these warrants to create the Repriced Warrants
which provides additional headroom to issue shares pursuant to the First
Subscription. Accordingly, the Subscription will be structured as follows:
· a Subscription of 1,645,000,000 First Subscription Shares at the
Issue Price to be issued pursuant to the Company's Existing Share Authorities
to issue and allot equity securities on a non-pre-emptive basis and a result
of the exercise of the Repriced Warrants; and
· a conditional Subscription of 3,660,000,000 Second Subscription
Shares at the Issue Price to be issued conditional on the passing of the
General Meeting Resolutions at the General Meeting (as described further
below).
Subscribers of First Subscription Shares will only be granted Warrants if the
General Meeting Resolutions are approved by shareholders at the General
Meeting.
In addition to the Subscription, Kaiser Investments LLC and Alcazar Investment
LLC, both incorporated in Dubai, have each been granted a Subscription Option
to acquire up to 650,000,000 Subscription Option Shares on the same terms as
the Second Subscription. The Subscription Options will lapse five business
days after the General Meeting unless a prior exercise notice and cleared
funds have been received by the Company. If exercised Kaiser Investments LLC
and Alcazar Investment LLC have agreed not to sell their Subscription Option
Shares for 90 days after their Admission.
Subscribers of Subscription Shares and/or subscribers pursuant to the
Subscription Option will receive one transferable Warrant for every two new
Ordinary Share subscribed for, subject to shareholder approval. Each Warrant
will be exercisable for a period of 24 months at a strike price of 0.125p. The
warrants which are transferable will not be listed.
The First Subscription is conditional upon, amongst other things, First
Admission. The First Subscription is not conditional on the passing of the
General Meeting Resolutions or the completion of the Second Subscription.
Application has been made for the First Subscription Shares to be admitted to
trading on AIM and it is expected that First Admission will take place on 2
April 2025.
Should the General Meeting Resolutions not be passed at the General Meeting,
the Second Subscription and the issue of the Warrants will not proceed.
Application will be made for the Second Subscription Shares to be admitted to
trading on AIM and it is expected that Second Admission will take place at
8.00 a.m. on 23 April 2025.
The Subscription Shares and the Subscription Option Shares (assuming full
exercise) represent 127 per cent of the existing issued voting Ordinary Share
capital of the Company prior to the fundraise.
The New Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with each other and with the existing ordinary
shares in the capital of the Company, including, without limitation, the right
to receive all dividends and other distributions declared, made, or paid after
the date of issue.
The First Subscription is conditional upon, amongst other things, the First
Subscription Shares admission to trading on AIM. The First Subscription is not
conditional on the passing of the General Meeting Resolutions or the
completion of the Second Subscription. Should the resolutions not be passed at
the General Meeting, the Second Subscription and the issue of the Warrants
will not proceed. The First Subscription and the Subscription will not be
affected by any or all of the Second Subscription failing to complete for any
reason.
The Directors consider that the Subscription is in the best interests of
Shareholders and that it is vitally important to secure the future of the
Company. Existing Shareholders and Subscribers to the First Subscription
should note that if the Second Subscription fails, the Company is unlikely to
have sufficient working capital to continue to trade, and will need to seek
alternative forms of funding, which may only be available on unattractive
terms, if at all. In such event, existing Shareholders and Subscribers to the
First Subscription are likely to suffer a material or even total loss of
value.
Issue of shares to adviser
In addition to the 254,000,000 Adviser Shares conditionally issued to Akira
GmBH, and in order to maximise the cash received by the Company via the
Subscription, the Company has conditionally issued 104,000,000 Adviser Shares
to one of its brokers to settle a portion of their commissions due on the
funds raised via the Subscription. Application has been made for the
104,000,000 Adviser Shares to be admitted to trading on AIM. It is expected
that the Adviser Shares will be admitted to trading on AIM at 8.00 a.m. on 23
April 2025
Issue of shares to director
Following the resignation of the Executive team on 24 December 2024, Clive
Roberts and Paul Shackleton have had to devote significantly more time to the
business that would ordinarily be expected for non-executive directors. Their
service contracts allow for additional cash remuneration in such
circumstances. Noting the substantial additional work undertaken, Clive
Roberts has been conditionally issued 150,000,000 Director Shares at the Issue
Price and an equivalent amount to be paid in cash to Paul Shackleton has been
formalised ("Directors' Fees"). Following the issue of the Director Shares,
Clive Roberts will hold 180,300,000 Ordinary Shares which will be equivalent
to 1.6% of the Company's total voting rights of the Company (as enlarged by
the New Ordinary Shares excluding the 19,138,147 Ordinary Shares held in
treasury).
Application has been made for the 150,000,000 Director Shares be to be
admitted to trading on AIM. It is expected that the First Director Shares will
be admitted to trading on AIM at 8.00 a.m. on 2 April 2025 and that the Second
Director Shares will be admitted to trading on AIM at 8.00 a.m. on 23 April
2025.
Related Party Transaction
As Clive Roberts and Paul Shackleton are related parties pursuant to the AIM
Rules for Companies, the Directors' Fees constitute a related party
transaction for the purposes of Rule 13 of the AIM Rules for Companies.
Accordingly, the independent Directors (being Lucas Kanme and Cobus van der
Merwe) consider, having consulted with the Company's Nominated Adviser,
Allenby Capital Limited, that the terms of the Directors' Fees are fair and
reasonable insofar as the Company's shareholders are concerned.
Ratification of acts of the directors
Following the resignation of the Executive team on 24 December 2024, Clive
Roberts and Paul Shackleton were unavoidably the only directors of the
Company, with both directors being resident in the UK. This situation placed
the Company in breach of Article 105 of the Articles, which provides that "At
no time after Admission shall a majority of Directors be resident in the
United Kingdom.".
The Board moved as quickly as possible to remedy the breach of Article 105, by
the appointment of Lucas Kanmé and Cobus van der Merwe to the Board, neither
of whom are resident in the UK.
The Board does not consider that the temporary and technical breach of Article
105 created any liability or risk for the Company, nor that the actions of the
Directors during that time were invalidated by the breach. Nonetheless, in
order to cure the position to the maximum extent possible, it is proposed that
Shareholders are asked to approve a resolution at the General Meeting to
ratify the actions of the Directors taken while a majority of the Board were
resident in the UK. In addition, the ratification resolution will ratify the
actions of the Directors in connection with the Subscription and the issue or
grant of Ordinary Shares, Subscription Options and Warrants as described in
this document.
The Directors are not eligible to vote in respect of the ratification
resolution.
3. General Meeting and Annual General Meeting
The Second Subscription and the issue of the Warrants is conditional upon,
inter alia, shareholders of Woodbois approving the passing of all of the
General Meeting Resolutions at the General Meeting to (i) ratify the acts of
the Directors during the period while a majority of them were resident in the
UK and in connection with the Subscription and the issue or grant of Ordinary
Shares, Subscription Options and Warrants as described in this document (ii)
authorise such issues and allotments of new Ordinary Shares and (iii) disapply
pre-emption rights to the extent necessary to authorise such issues and
allotments of new Ordinary Shares on a non-pre-emptive basis, to be put to
shareholders at a General Meeting of the Company. Such General Meeting
Resolutions will, if passed, grant to the Directors the authority to allot the
Second Subscription Shares and the Warrants for cash on a non-pre-emptive
basis.
A notice convening the General Meeting, which is to be held at 11.00 a.m. at
the offices of Allenby Capital Limited, 5 St Helen's Place, London, EC3A 6AB
on 22 April 2025, is set out at the end of this document.
The resolutions to be proposed at the Annual General Meeting are the standard
resolutions for such meetings, being to (i) receive the report and accounts
(ii) reappoint Directors (iii) appoint the auditors (iv) authorise the
Directors to fix the auditors' remuneration (v) grant a general authority to
issue and allot equity securities and (vi) dis-apply pre-emption rights.
A notice convening the Annual General Meeting, which is to be held at 11.00
a.m. at the offices of Allenby Capital Limited, 5 St Helen's Place, London,
EC3A 6AB on 30 April 2025, is set out at the end of this document.
4. Actions to be taken
A General Meeting Form of Proxy for use at the General Meeting accompanies
this document. The General Meeting Form of Proxy should be completed and
signed in accordance with the instructions printed on it and returned to the
Company's registrars, Neville Registrars Limited, as soon as possible and, in
any event, so as to be received by no later than 11.00 a.m. on 20 April 2025.
The completion and return of a General Meeting Form of Proxy will not preclude
Shareholders from attending the General Meeting and voting in person should
they so wish.
An Annual General Meeting Form of Proxy for use at the Annual General Meeting
accompanies this document. The Annual General Meeting Form of Proxy should
be completed and signed in accordance with the instructions printed on it and
returned to the Company's registrars, Neville Registrars Limited, as soon as
possible and, in any event, so as to be received by no later than 11.00 a.m.
on 28 April 2025. The completion and return of an Annual General Meeting Form
of Proxy will not preclude Shareholders from attending the Annual General
Meeting and voting in person should they so wish.
5. Recommendation
In order for Second Admission to proceed, among other things, Shareholders
will need to approve all of the General Meeting Resolutions to be put to
Shareholders at a General Meeting. If the General Meeting Resolutions are not
approved by Shareholders, the Second Subscription Shares will not be able to
be issued. If that were to occur, the Company would receive significantly less
funding than anticipated from the Subscription and the Directors believe they
would have little alternative but to put Woodbois into administration.
The Directors therefore consider that the Subscription is in the best
interests of the Company and the Shareholders as a whole. The Directors
unanimously recommend Shareholders to vote in favour of the General Meeting
Resolutions to be proposed at the General Meeting as they intend to do
(subject to the below) in respect of their own beneficial holdings amounting,
in aggregate, to 30,300,000 Existing Ordinary Shares as at the date of this
document, representing approximately 0.58 per cent. of the Existing Ordinary
Shares. Clive Roberts also intends to vote in favour of the General Meeting
Resolutions in respect of the First Director Shares (subject to the below).
The Directors are not eligible to vote in respect of resolution 1 of the
General Meeting Resolutions.
The Directors also unanimously recommend Shareholders to vote in favour of the
resolutions to be proposed at the Annual General Meeting as they intend to do
in respect of their own beneficial holdings amounting, in aggregate, to
30,300,000 Existing Ordinary Shares as at the date of this document,
representing approximately 0.58 per cent. of the Existing Ordinary Shares.
Clive Roberts also intends to vote in favour of the resolutions to be proposed
at the Annual General Meeting in respect of the First Director Shares and any
Second Director Shares which may be issued to him.
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