REG - Woodbois Limited - Proposed fundraising and other matters

WoodboisAnnouncement

28/03/2025 07:15

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RNS Number : 6164C  Woodbois Limited  28 March 2025

This announcement is released by the Company and the information contained
within this announcement is deemed by the Company to constitute inside
information for the purposes of Article 7 of the UK version of the EU Market
Abuse Regulation (Regulation (EU) No.596/2014) which forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the
publication of this announcement via a Regulatory Information Service, such
information is now considered to be in the public domain. The person
responsible for arranging for the release of this announcement on behalf of
the Company is Lucas Kanmé, Chief Executive.

 

28 March 2025

WOODBOIS LIMITED

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

 

Proposed fundraising of up to £2.65 million

Trading update

Update re Nykredit Bank A/S

Notice of Extraordinary General Meeting

Notice of Annual General Meeting

 

 

Further to the Company's announcement of 5 February 2025, Woodbois, the
Africa-focused forestry, timber trading and afforestation company, intends to
conduct a fund raising to raise approximately £2.65 million by way of a
subscription for an aggregate of 5,305,000,000 new ordinary shares of 0.01p
each ("Ordinary Shares") at an issue price of 0.05p per share (the
"Subscription"). In addition, the Company has granted two Subscription share
option agreements to allow holders to subscribe for up to 1,300,000,000 new
Ordinary Shares and Warrants to raise up to £0.65 million ("Subscription
Option"). The Subscription Options are on the same terms as the Subscription.

 

The Subscription (which will comprise a firm and a conditional element which
will be subject to shareholder approval) is being made available to certain UK
brokers and Triaxis SA, a regulated Swiss asset manager, but is not available
to the public.

 

Subject to shareholder approval, participants in the Subscription and/or
subscribers upon exercise of the Subscription Option will receive one
transferable warrant for every two new Ordinary Shares subscribed for, each
exercisable during the 24 months following admission of the First Subscription
Shares (as defined below) to trading on AIM into new Ordinary Shares at 0.125p
per share  (the "Warrants").

 

The proceeds from the Subscription and the Subscription Option (assuming it is
fully exercised) are expected to be £3.3 million and will be used for general
working capital and to improve the Company's financial position with its
creditors. The Subscription is subject to a minimum aggregate demand of £2
million and the conditional element of the Subscription and the issuance of
all the Warrants is subject to, inter alia, shareholder approval.

 

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 approval from the Company's Nominated Adviser after the customary
director due diligence process. Two further candidates for directors have also
been identified.

 

Clive Roberts, who is currently a non-executive director will become interim
non-executive Chairman with immediate effect.

 

A circular containing notices convening an Extraordinary General Meeting, to
be held at Allenby Capital Limited 5 St Helen's Place, London, EC3A 6AB, at
11.00 a.m. on 22 April 2025, and the Company's 2024 Annual General Meeting, to
be held at the same location, at 11.00 a.m. on 30 April 2025, will be posted
to the Company's shareholders shortly.

 

Enquiries:

 

 Woodbois Limited

 Lucas Kanmé, Chief Executive Officer

 Allenby Capital Limited (Nominated Adviser)  +44 (0)20 3328 5656 info@allenbycapital.com (mailto:info@allenbycapital.com)

 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

 

 

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.

 

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.

 

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.

 

 

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.

 

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.

 

 

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, who is currently a non-executive director will become interim
non-executive Chairman with immediate effect 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, will receive
254,000,000 new Ordinary Shares and 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.

 

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.

 

 

Details of the Subscription

 

Subscribers of new Ordinary Shares pursuant to the Subscription or
Subscription Option will receive one Warrant for every two shares 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
transferrable will not be listed. Fractional entitlements to warrants will not
be issued.

 

Owing to limited existing share authorities available to issue new Ordinary
Shares, the Subscription will be conducted in two tranches. In order to
expedite the fundraise and maximise the number of shares to be issued in the
first tranche, the holders of an aggregate of 1,200,000,000  1p warrants
which were issued last year and expire in June 2025 have agreed to transfer
their holdings to Hobart Capital. The Board has resolved to reduce the
exercise price of these warrants to the Issue Price (defined below), include
new warrants on the same terms as the Subscription and reduce their term to
expire at the First Admission. (the "Repriced Warrants"). If Hobart Capital
exercises the Repriced Warrants and places the shares with its clients, the
effect will be to supplement the size of the First Subscription. Accordingly,
the Subscription will be structured as follows:

 

·     a subscription of 1,645,000,000 new Ordinary Shares (the "First
Subscription Shares") at the issue price of 0.05p (the "Issue Price") to be
issued pursuant to the Company's existing authorities to issue and allot
equity securities on a non-pre-emptive basis, and as a result of the exercise
of the Repriced Warrants (the "First Subscription"); and

 

·     a conditional subscription of 3,660,000,000 new Ordinary Shares
(the "Second Subscription Shares") at the Issue Price to be issued conditional
on the passing of the Resolutions at the General Meeting (as described further
below) (the "Second Subscription").

 

Subscribers of First Subscription Shares will only be granted Warrants if the
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 new Ordinary Shares (the "Subscription Option
Shares") on the same terms as the Second Subscription. The Subscription Option
will lapse five business days after the EGM 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 to trading.

 

The 6,605,000,000 new Ordinary Shares (being the First Subscription Shares,
the Second Subscription Shares and the Subscription Option Shares, together
the "New Ordinary Shares") represent 127 per cent of the existing issued
voting Ordinary Share capital of the Company prior to the fundraise. Proceeds
of the Subscription will be used for general working capital purposes as set
out above.

 

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 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.

 

Related party transaction

 

Following the resignation of the Executive team on 24 December 2024, the
non-executive directors 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. Clive Roberts has been offered 150,000,000 new Ordinary Shares
at the Issue Price in lieu of cash in respect of the substantial additional
work undertaken by him and Paul Shackleton has been offered the equivalent in
cash.

 

As Clive Roberts and Paul Shackleton are related parties pursuant to the AIM
Rules, the payment of these one-off amounts constitutes a related party
transaction for the purposes of Rule 13 of the AIM Rules. The Company will
make a further announcement through a Regulatory Information Service once the
payment terms have been formalised.

 

Issue of shares to advisers

 

In order to maximise the cash received by the Company via the Subscription,
the Company has agreed with its brokers to settle a portion of their
commissions due on the funds raised via the Subscription in the form of new
Ordinary Shares.

 

Share Capital

 

Application will be made for an aggregate of 1,745,000,000 new Ordinary Shares
comprising 1,645,000,000 First Subscription Shares and a portion of the shares
to be issued to the director as set out in this announcement ("First Admission
Shares"), to be admitted to trading on AIM ("First Admission") and it is
expected that First Admission, and commencement of dealings in the First
Admission Shares, will take place at 8.00 a.m. on or around 2 April 2025. The
allotment and issue of the First Admission Shares will not be conditional upon
the passing of the Resolutions at the General Meeting or the allotment and
issue of the Second Admission Shares (defined below).

 

Application will be made for an aggregate of 4,068,000,000 new Ordinary Shares
comprising 3,660,000,000 Second Subscription Shares  and other shares to be
issued in connection with the Subscription including brokers' commission and
as set out in this announcement (the "Second Admission Shares") to be admitted
to trading on AIM ("Second Admission"). Subject to, inter alia, the passing of
the Resolutions at the General Meeting, it is expected that Second Admission,
and the commencement of dealings, will take place at 8.00 a.m. on or around 23
April 2025. The Second Admission Shares and the Subscription Options are
conditional upon, among other things, the passing of the Resolutions at the
General Meeting and Second Admission becoming effective.

 

The First Admission Shares and the Second Admission Shares, when issued, will
be credited as fully paid and will rank pari passu in all respects with the
Company's existing Ordinary Shares, including the right to receive dividends
and other distributions declared on or after the date of issue.

 

General Meeting

 

The Second Subscription, the Subscription Options and the issue of Warrants
are conditional upon, inter alia, shareholders of Woodbois ("Shareholders")
approving the passing of Resolutions to (i) authorise such issues and
allotments of new Ordinary Shares and (ii) disapply pre-emption rights to the
extent necessary to authorise such issues and allotments of new Ordinary
Shares on a non-pre-emptive basis (the "Resolutions"), to be put to
shareholders at a general meeting of the Company expected to be held at the
offices of Allenby Capital Limited, 5 St Helen's Place, London, EC3A 6AB at
11.00 a.m. on 22 April 2025 (the "General Meeting"). The Company intends to
publish and send a circular, which will include a notice convening a General
Meeting, to Shareholders as soon as practicable (the "Circular"). Such
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.

 

An electronic copy of the Circular, which contains further information on the
resolutions, will be made available on the Company's website at
www.woodbois.com/investors/, in accordance with AIM Rule 26.

 

Annual General Meeting

 

The Notice of Annual General Meeting and Form of Proxy will be posted with the
Circular and will be available on the Company's website at www.woodbois.com
(http://www.woodbois.com) /investors.

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