TIDMWBI
RNS Number : 0972U
Woodbois Limited
27 March 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
27 March 2019
Woodbois Limited
("Woodbois", the "Group" or the "Company")
(AIM: WBI)
Equity Raise and Group Restructuring Update
Woodbois Limited (AIM: WBI), the African focused forestry and
timber trading company, is pleased to announce a set of agreements
including a Deed of Amendment with Envision Consulting (T) Limited
("Envision"), a further investment from Lombard Odier Asset
Management Group ("Lombard Odier") of GBP960,000 (US$1.27m) to
successfully complete the acquisition of the subsidiary Montara
Continental Limited and a commitment from Africa Resource
Investment Limited ("ARI") to invest a total cash consideration of
US$5,000,000 into the Group's ITF note.
Paul Dolan, CEO, commented "I'm delighted to announce the
conclusion of these agreements, marking yet another significant
milestone in the comprehensive re-structuring of the group
organisation. With a streamlined structure, a much-strengthened
balance sheet and the ability to focus squarely on core activities
in which we not only intend to compete profitably, but to excel, I
am confident that the Group will deliver growth in 2019 and
consistently into the next decade."
Disposal of Agricultural Assets in Tanzania
The Company has signed a Deed of Amendment relating to the
disposal of the Tanzania agricultural business.
Under the terms of the share purchase agreement with Envision, a
deposit of US$250,000 was due and payable by 30 January and the
completion payment of US$2,250,000 was due and payable by 30 March
2019. Woodbois has now signed a Deed of Amendment with Envision,
under which it has been agreed that only the shares in the capital
of Magole Land Limited ("MLL") will be sold to Envision and the
business and business assets of Magole Agriculture Limited ("MAL"),
Milama Processing Company Limited ("MPCL") and Wami Agriculture Co.
Limited ("WACL") will be transferred to Envision. The Purchase
price will be adjusted to US$2,015,097.62 and Envision agree to
take on the intercompany loan owed by MLL to MAL of US$484,902.38.
The aggregate amount payable therefore remains as US$2,500,000 and
this will now be paid to the Company in twelve quarterly
instalments. The first instalment will be US$250,000 and is payable
on Tuesday 30 April 2019. The 11 subsequent payments shall be equal
instalments of US$204,545 each, the first of which is payable on
Tuesday 30 July 2019.
As Envision currently owns 10% or more of two of the Company's
subsidiaries (WACL and MLL), the Deed of Amendment constitutes a
related party transaction in accordance with AIM Rule 13. The
Group's Directors, having consulted with the Company's nominated
adviser, consider the terms of the Tanzanian Disposal Deed of
Amendment to be fair and reasonable insofar as the Shareholders are
concerned.
Institutional Investment by Lombard Odier
The Company is pleased to announce that it has raised an
additional GBP960,000 (US$1.27m), with no expenses, by entering
into a subscription agreement with existing institutional investor
Lombard Odier.
The proceeds of the raise are to be allocated towards the
deferred consideration of US$2,500,000 due to Africa Resource
Investment Ltd ("ARI") as per the announcement of 10 January, for
the acquisition of a shareholding in subsidiary Montara Continental
Limited to take its holding to 100%.
The balance of US$1.23m will be settled from the company's cash
position. The initial consideration of US$2,500,000 was settled
within the 14 business day payment terms. The deferred
consideration of US$2,500,000 was due to be settled with 10
business days of the completion of the sale of the Tanzania
subsidiaries with a long stop date of 10 April 2019 which will be
met. ARI have confirmed their commitment to invest the total cash
consideration of $5,000,000 into the Group's ITF note.
Details of the Subscription
Pursuant to the Subscription, Woodbois will issue 16,000,000
ordinary shares of GBP0.01 each in the Company ("Ordinary Shares")
to Lombard Odier at an issue price of 6 pence per Ordinary Share
(the "Subscription Shares").
Application will be made for the Subscription Shares, which will
rank pari passu with the Company's existing Ordinary Shares, to be
admitted to trading on AIM ("Admission"). Admission is currently
expected to occur at 8.00 a.m. on or around 1 April 2019.
Following Admission, Lombard Odier will hold 116,400,000
Ordinary Shares in Woodbois, representing 25.01% of the Group's
enlarged issued share capital with voting rights.
The subscription constitutes a related party transaction in
accordance with AIM Rule 13. The Group's Directors, having
consulted with the Company's nominated adviser, consider the terms
of the subscription to be fair and reasonable insofar as the
shareholders are concerned.
Total Voting Rights
Following Admission of the Subscription Shares, the Company will
have a total of 465,451,931 Ordinary Shares in issue with voting
rights. The Company currently holds 99,378 Ordinary Shares in
Treasury and the figure of 465,352,553 Ordinary Shares may
therefore be used by shareholders as the denominator for the
calculation by which they will determine if they are required to
notify their interest in, or change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency
Rules.
Woodbois Limited
Miles Pelham - Chairman
Paul Dolan - CEO +44 (0)20 7099
www.obtala.com 1940
Arden Partners plc (Nominated Adviser and Broker)
Tom Price +44 (0)20 7614
Maria Gomez de Olea 5900
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END
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