REG - Woodbois Limited - Result of Upsized Fundraise

WoodboisAnnouncement

12/05/2021 07:00

RNS Number : 3456Y
  
Woodbois Limited
  
12 May 2021
  
 

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN WOODBOIS LIMITED OR ANY OTHER ENTITY IN ANY SUCH JURISDICTION.
THE SECURITIES TO WHICH THIS ANNOUNCEMENT RELATE HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM, OR A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018 AND CERTAIN OTHER ENACTING MEASURES ("UK MAR") 
FOR IMMEDIATE RELEASE.
Woodbois Limited
("Woodbois", the "Group" or the "Company")
(AIM: WBI)
Result of Upsized Fundraise
 
Woodbois Limited (AIM: WBI), the African focused forestry, timber trading, reforestation and voluntary carbon credit company, today announces the results of the upsized Fundraise which was announced yesterday.
Gross proceeds of £6 million (approximately $8.5 million) have been raised by way of a Placing, Subscription and Retail Offer issuing 100,000,000 New Ordinary Shares at a price of 6 pence per Ordinary Share (the "Placing Price"). Canaccord Genuity acted as nominated adviser, sole broker and bookrunner in respect of the Placing. 
The Placing Shares, Subscription Shares and Primary Bid Shares to be issued together represent 5.7 per cent of the existing issued voting Ordinary Share capital of the Company prior to the Fundraise. 
The Subscription by Rhino Ventures Limited ("Rhino Ventures") constitutes a related party transaction under the AIM Rules.  The Directors consider, having consulted with Canaccord Genuity, the Company's nominated adviser, that the terms of the related party transaction are fair and reasonable in so far as its Shareholders are concerned. Following admission Rhino Ventures will hold 20.3% of the Company's issued share capital. In addition, Rhino Ventures will continue to hold 625,000,000 non-voting Ordinary Shares.  
 
Application has been made to London Stock Exchange plc for the admission of the New Ordinary Shares to trading on AIM. It is expected that Admission will become effective on or before 8.00 a.m. on 17 May 2021. The Placing and Subscription are each conditional upon, amongst other things, Admission becoming effective and upon the placing agreement not being terminated in accordance with its terms. The Retail Offer is also conditional upon Admission becoming effective.
 
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.
 
Concert Party
 
As set out in the announcement published on 20 September 2019, there are certain Shareholders who are deemed to be acting in concert pursuant to the rules of the Takeover Code. Following completion of the Fundraise, the concert parties will have the following interest in the share capital of the Company as set out below:
 



 Concert Party


Number of Ordinary Shares


% of Voting Share Capital




Paul Dolan


75,400,032


4.06%




Rhino Ventures


376,448,428


20.27%




Other concert party members


3,125,000


0.17%



 
 
Following Admission of the New Ordinary Shares, the Company's issued share capital will comprise of 2,482,216,431 shares, of which 1,857,117,053 are voting shares, 625,000,000 are non-voting shares and 99,378 are held as treasury shares. Accordingly, following Admission, the total number of voting rights in the Company will be 1,857,117,053. 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 in their interest in, the share capital of the Company under the Disclosure Guidance and Transparency Rules. 
Paul Dolan, Chair and Chief Executive Officer of Woodbois, said:
"We are pleased to have successfully closed this limited and oversubscribed fundraise. 
 
The raise will provide seed capital for our fledgling reforestation and carbon sequestration unit:  this is a pivotal time in the development of the Voluntary Carbon Markets and we intend to leverage our experience and presence to help meet the rapidly growing corporate demand for high quality emission offsets. 
 
These funds will also enable us to double our Gabon veneer production during H2 2021 and again during 2022, to broaden our forest concession footprint there as well as allowing us to generate value from our waste product through the production of blockboard.  
 
We would like to sincerely thank our existing shareholders for their continued support, and warmly welcome the new institutional and retail shareholders who will accompany the Company on the exciting journey ahead."
 
All defined and capitalised terms have the same meaning as the Company's announcement on 11 May 2021. 
 
This Announcement is released by the Company and contains inside information for the purposes of UK MAR, encompassing information relating to the Fundraise is disclosed in accordance with the Company's obligations under UK MAR.
 
Enquiries:
Woodbois Limited
Paul Dolan - Chair and CEO
www.woodbois.com
+44 (0)20 7099 1940
 
Canaccord Genuity (Nominated Adviser and Broker)
Henry Fitzgerald-O'Connor
James Asensio
Thomas Diehl
+44 (0)20 7523 8000
 IMPORTANT INFORMATION
This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places throughout this Announcement and include statements regarding the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Group's results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which the Group operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation: ability to find appropriate investments in which to invest and to realise investments held by the Group; conditions in the public markets; the market position of the Group; the earnings, financial position, cash flows, return on capital and operating margins of the Group; the anticipated investments and capital expenditures of the Group; changing business or other market conditions; changes in political or tax regimes, exchange rates and clients; and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this Announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to any requirement under the AIM Rules for Companies or other applicable legislation or regulation, neither the Company nor Canaccord Genuity undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.
No statement in this Announcement or incorporated by reference into this Announcement is intended to constitute a profit forecast or profit estimate for any period, nor should any statement be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the Company.
This Announcement may contain information regarding the Company's business and the markets in which it operates and competes, and which has been obtained from various third party sources. Where information has been sourced from a third party it has been accurately reproduced and, so far as the Company is aware and is able to ascertain from the information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Such information has not been audited or independently verified.
Certain data in this Announcement, including financial, statistical and operating information, has been rounded. 
This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Canaccord Genuity, which is a member of the London Stock Exchange, is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting as financial adviser, nominated adviser and sole broker and sole bookrunner for the purposes of the AIM Rules for Companies.   Canaccord Genuity is acting exclusively for the Company in connection with the matters referred to in this Announcement and for no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing any advice in relation to the contents of this Announcement or any transaction, arrangement or matter referred to herein.  The responsibilities of Canaccord Genuity, as nominated adviser, are owed solely to the London Stock Exchange plc and are not owed to the Company or to any Director or any other person and accordingly no duty of care is accepted in relation to them. 
This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Canaccord Genuity or by any of its respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
The distribution of this Announcement and the offering of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Canaccord Genuity that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Canaccord Genuity to inform themselves about, and to observe such restrictions.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this Announcement should seek appropriate advice before taking any action.
The New Ordinary Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective purchasers of the New Ordinary Shares should conduct their own due diligence on the New Ordinary Shares. If you do not understand the contents of this Announcement you should consult an authorised financial adviser.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
 

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