REG - Woodbois Limited - Result of Subscription

WoodboisAnnouncement

28/03/2025 08:15

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RNS Number : 6735C  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")

 

Result of Subscription

 

Total voting rights

 

The board of Woodbois Limited (AIM: WBI), a leading company in the
international timber industry, is pleased to announce that, further to the
announcement made on 28 March 2025 (the "Launch Announcement"), the Company
has conditionally raised £2.65 million (before expenses) pursuant to the
Subscription of 5,305,000,000 new Ordinary Shares (the "Subscription Shares")
at the Issue Price of 0.05 pence per Ordinary Share along with an issue of
2,652,500,000 Warrants at a Strike Price of 0.125 pence. Two Subscription
Options have been granted on the same terms for up to 1,300,000,000 Ordinary
Shares and 650,000,000 Warrants.

 

As set out in the Launch Announcement, in addition to the Subscription Shares,
an aggregate of 358,000,000 new Ordinary Shares ("Adviser Shares") have been
conditionally issued to Akira GmBH and one of the Company's brokers to settle
a portion of the commissions due on the funds raised via the Subscription.
Akira GmBH has also been granted 127,000,000 Warrants at a strike price of
0.125p.

 

Admission

Application will be made for an aggregate of 1,745,000,000 new Ordinary Shares
comprising 1,645,000,000 First Subscription Shares and 100,000,000 Director's
Shares (defined below), under the Company's existing authorities and pursuant
to the exercise of the Repriced Warrants ("First Admission"). It is expected
that First Admission, and commencement of dealings, will take place at 8.00
a.m. on or around 2 April 2025. The allotment and issue of the 1,745,000,000
new Ordinary Shares will not be conditional upon the passing of the
Resolutions at the General Meeting or the allotment and issue of the Second
Subscription Shares.

Application will be made for an aggregate of 4,068,000,000 new Ordinary
Shares, comprising 3,660,000,000 Subscription Shares (the "Second Subscription
Shares"), the 358,000,000 Adviser Shares and 50,000,000 Director's Shares
(defined below), 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 in the
4,068,000,000 new Ordinary Shares, will take place at 8.00 a.m. on or around
23 April 2025. The Second Subscription is conditional upon, among other
things, the passing of the Resolutions at the General Meeting and Second
Admission becoming effective.

 

The Subscription Shares, the Adviser Shares and the Director's Shares (defined
below) 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 General Meeting is proposed to be held at 11.00am on 22 April 2025. The
Circular, which will provide further details of the Subscription and include a
notice convening a General Meeting, will be sent to Shareholders shortly. A
further announcement will be made to confirm this in due course.

Issue of shares to directors

 

Further to the Launch Announcement, 150,000,000 new Ordinary Shares have been
conditionally issued to Clive Roberts at the Issue Price ("Director's
Shares"), and an equivalent amount to be paid in cash to Paul Shackleton has
been formalised (in aggregate, the "Directors' Fees"). Following the issue of
the Director's 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 4,068,000,000 Subscription Shares, the Adviser
Shares and the Director's Shares excluding the 19,138,147 Ordinary Shares held
in treasury).

 

The FCA notification, made in accordance with the requirements of the UK
Market Abuse Regulation, is appended further below.

 

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.

 

 

Total Voting Rights

Following First Admission, the Company's issued and fully paid share capital
will consist of 6,944,179,349 Ordinary Shares, with one voting right per
ordinary share. The Company holds 19,138,147 Ordinary Shares in treasury,
therefore the total number of voting rights in the Company is 6,925,041,202.

This figure may be used by Shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.

A further announcement will be made in relation to total voting rights in the
Company's share capital following the issue of the Second Subscription Shares.

Capitalised terms used in this announcement shall have the same meaning as the
Launch Announcement unless otherwise defined herein.

Enquiries:

 

 Woodbois Limited

 Lucas Kanme, Chief Executive Officer

 Allenby Capital Limited (Nominated Adviser)  +44 (0)20 3328 5656 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

 Hobart Capital Markets LLP                   +44 (0) 207 0-.070 5600

 Mike Staten

 

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                            Clive Roberts

 2.  Reason for the Notification
 a)  Position/status

                                     Non-Executive 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 Ltd
 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 of 0.01 pence each
                                     Identification code                                                 G
                                                                                                         G
                                                                                                         0
                                                                                                         0
                                                                                                         B
                                                                                                         4
                                                                                                         W
                                                                                                         J
                                                                                                         S
                                                                                                         D
                                                                                                         1
                                                                                                         7
 b)  Nature of the transaction       Issue of Ordinary Shares in lieu of fees
 c)  Price(s) and volume(s)          Price(s)              Volume(s)
                                     1)  0.05 pence per share  100,000,000
                                     2)  0.05 pence per share  50,000,000
 d)  Aggregated information:         n/a

     -Aggregated volume

     -Price
 e)  Date of the transaction         1)    28 March 2025 to be completed on 2 April 2025

                                     2)    28 March 2025 to be completed on 23 April 2025
 f)  Place of the transaction        Outside of a trading venue

d)

Aggregated information:

-Aggregated volume

-Price

n/a

e)

Date of the transaction

1)    28 March 2025 to be completed on 2 April 2025

2)    28 March 2025 to be completed on 23 April 2025

f)

Place of the transaction

Outside of a trading venue

 

 

 

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