TIDMWBI
RNS Number : 3456Y
Woodbois Limited
12 May 2021
THIS ANNOUNCEMENT (INCLUDING THE APPIX) 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, RECOMMATION,
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 AMED (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 GBP6 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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END
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