REG - Woodbois Limited - Results of General Meeting

WoodboisAnnouncement

05/08/2020 11:15

RNS Number : 2329V
  
Woodbois Limited
  
05 August 2020
  
 

Woodbois Limited
("Woodbois", the "Group" or the "Company")
(AIM: WBI)
 
Results of General Meeting to approve Fundraise and Debt Restructuring
 
 
Woodbois, the African focused forestry and timber trading company, is pleased to announce that at its General Meeting held earlier today, the following resolutions were put to the meeting and duly passed as follows:
 




Resolutions


For


Against


Abstain




1


To authorise the Directors to allot shares in the Company


99.87%


0.08%


0.05%




2*


To disapply pre-emption rights


99.87%


0.08%


0.05%




3*


To adopt new articles of incorporation of the Company


99.94%


0.01%


0.05%




* Special Resolutions
1.      The number of votes validly cast were in respect of 253,602,636 shares, representing 53.99% of the 469,737,487 issued share capital of the Company, being the total number of shares in issue with voting rights at 6.00pm on 4 August 2020.
2.      Percentages are rounded to two decimal places.
 
The new ordinary shares and non-voting right ordinary shares required to be issued pursuant to the Fundraise, Capitalisation and Deferred Consideration Settlement have therefore now been issued subject only to Admission taking place, and this is expected to occur at 8.00am tomorrow morning.
 
Following Admission, the Company's issued share capital will comprise of  2,382,216,431 shares, of which 1,430,751,958 are voting shares and 951,365,095 are non-voting shares and 99,378 are held in treasury. Accordingly, the above figure of 1,430,751,958 Ordinary Shares may be used by shareholders of the Company 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 voting share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
 
All defined and capitalised terms have the same meaning as the Company's announcement on 14 July 2020.
 
Paul Dolan, Chairman and CEO, commented:
 
"We are delighted that shareholders have so resoundingly supported the transformative Fundraise and Debt Restructuring. The table below shows that we have today moved to a cash balance of $6.8 million after settling all of our high cost ITF funding and over 96% of the interest bearing convertible debt.  We have removed 85% of our total debt from our balance sheet with major benefits to cash flows and outlook. I am confident that we will now be able to implement our stated plans, become cash flow positive and be able to commence paying a sustainable dividend following the conclusion of the 2021 financial year."
 
Illustrative Change in Net Cash/Net Debt following the Fundraise and Debt Restructure
 




Instrument


Pre Restructure* (US$m)


Interest

Rate


Indicative Restructured Balance Sheet

(US$m)


Interest

Rate




Convertible Bond


(30.0)


4%


(1.1)


0%




Internal Trading Fund


(13.9)


11.5%


0.0 


-




Bank Debt


(6.8)


2 - 10%


(6.8)


2 - 10%




 


(50.7)


 


(7.9)


 




Cash


0.8 


 


6.8 


 




Net Debt


(49.9)


 


(1.1)


 




 
* 30 June 2020 (unaudited)
 
Enquiries:
 
Woodbois Limited
Paul Dolan - Chairman 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
 
Notification and public disclosure of transactions by persons discharging managerial responsibilities/person closely associated
Further to the announcement on 15 July 2020 highlighting the Subscription by certain Directors of an aggregate of 13,750,000 Subscription Shares, as well as the Deferred Consideration Settlement by issue of New Ordinary Shares and Capitalisation of Convertible Bonds into New Ordinary Shares by the respective persons discharging managerial responsibilities, the corresponding disclosure forms summarised below have today been submitted online to the FCA in relation to these transactions.
The notifications below are made in accordance with the requirements of the Market Abuse Regulations.




1


Details of the person discharging managerial responsibilities/person closely associated




a)


Name


Paul Tiernan Dolan




2


Reason for the notification




a)


Position/status


Chairman and CEO




b)


Initial notification/ Amendment


Initial Notification




3


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor 




a)


Name


Woodbois Limited




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
Identification code
  


Ordinary Shares

 
WBI LN
ISIN GG00B4WJSD17
ISIN GB00BKFB8F81




b)


Nature of the transactions


Subscription for Ordinary Shares and conversion of Woodbois 4% CNV BDS 30/06/24 USD1 for Ordinary Shares




c)


Price(s) and volume(s)






Price(s)


Volume(s)




£0.02p


12,500,000




£0.02p


16,526,757




 




d)


Aggregated information
-     Aggregated volume 
-     Price


 
29,026,757
£580,535




e)


Date of the transaction


05/08/2020




f)


Place of the transaction


London 




 




1


Details of the person discharging managerial responsibilities/person closely associated




a)


Name


Graeme Paul Thomson




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 Limited




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
Identification code
  


Ordinary Shares

 
WBI LN
ISIN GG00B4WJSD17




b)


Nature of the transactions


Subscription for Ordinary Shares




c)


Price(s) and volume(s)






Price(s)


Volume(s)




£0.02p


1,250,000




 




d)


Aggregated information
-     Aggregated volume 
-     Price


 
1,250,000
£25,000




e)


Date of the transaction


05/08/2020




f)


Place of the transaction


London 




 




1


Details of the person discharging managerial responsibilities/person closely associated




a)


Name


Hadi Ghossein




2


Reason for the notification




a)


Position/status


Deputy Chairman




b)


Initial notification/ Amendment


Initial Notification




3


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor 




a)


Name


Woodbois Limited




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
Identification code
  


Ordinary Shares

 
WBI LN
ISIN GG00B4WJSD17




b)


Nature of the transactions


Deferred Consideration Settlement by issue of New Ordinary Shares




c)


Price(s) and volume(s)






Price(s)


Volume(s)




£0.02p


15,861,853




 




d)


Aggregated information
-     Aggregated volume 
-     Price


 
15,861,853
£317,237




e)


Date of the transaction


05/08/2020




f)


Place of the transaction


London 




 




1


Details of the person discharging managerial responsibilities/person closely associated




a)


Name


Jacob Hansen




2


Reason for the notification




a)


Position/status


Former Director / COO




b)


Initial notification/ Amendment


Initial Notification




3


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor 




a)


Name


Woodbois Limited




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
Identification code
  


Ordinary Shares

 
WBI LN
ISIN GG00B4WJSD17




b)


Nature of the transactions


Deferred Consideration Settlement by issue of New Ordinary Shares




c)


Price(s) and volume(s)






Price(s)


Volume(s)




£0.02p


46,638,147




 




d)


Aggregated information
-     Aggregated volume 
-     Price


 
46,638,147
£932,763




e)


Date of the transaction


05/08/2020




f)


Place of the transaction


London 




 
 


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