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Woodbois Limited - Further Conversion of the Convertible Bonds

RNS Number : 0908U
Woodbois Limited
27 July 2020
 

 

Woodbois Limited

("Woodbois", the "Group" or the "Company")

(AIM: WBI)

Further Conversion of the Convertible Bonds

The Company is pleased to provide an update on its proposal to purchase further Convertible Bonds, as indicated in the announcements dated 14, 15 and 16 July 2020.

Additional Capitalisation of Convertible Bonds

The Company has extended the Capitalisation by agreeing terms with Rhino Ventures Limited (a company affiliated with Miles Pelham and Pelham Limited) to repurchase all remaining Convertible Bonds held by it (including those newly acquired and referred to in the announcement dated 16 July 2020), and by agreeing with certain other bondholders (including Paul Dolan, Chairman and CEO of the Company) to repurchase the Convertible Bonds held by them, in each case at the Placing Price. The aggregate additional principal amount of Convertible Bonds being purchased is $6,448,800, and the total additional number of Capitalisation Shares to be issued in exchange for the Convertible Bonds (plus the accrued interest liability) is 266,178,196. Further details of the purchases (including the previously announced purchase from Rhino Ventures Limited) are set out in the following table:

Bondholder

Principal Amount of Convertible Bonds ($)

Number of Capitalisation Ordinary Shares

Number of Capitalisation Non-Voting Shares

Rhino Ventures Limited

26,047,600*

123,765,652**

951,365,095

DHC Investments Limited

1,943,200

80,206,778


Martina Thierfelder

557,600

23,015,284


Paul Dolan

400,400

16,526,757


 

* This figure comprises the $22.5m previously announced, plus an additional $3,547,600 now agreed to be purchased.

** The Company agreed with Rhino Ventures Limited that all Capitalisation Non-Voting Shares required to be issued in order to keep the aggregate interest in voting rights of the concert party (as described in the announcement published on 20 September 2019) below 28% would be issued to Rhino Ventures Limited, and other bondholders would just be issued Capitalisation Ordinary Shares. This has resulted in the number of Capitalisation Ordinary Shares issued to Rhino Ventures Limited on completion of the Capitalisation being lower than previously announced.

Following completion of the Capitalisation, an aggregate principal amount of $1,051,200 Convertible Bonds will remain outstanding and due for repayment in mid-2023. As a result of the remaining amount being much lower than originally envisaged, the Company proposed a further variation to the Convertible Bond removing the restriction on the Company on entering into any loan arrangements that are secured or which otherwise would rank ahead of the Convertible Bonds. This required an "Extraordinary Resolution" of bondholders holding not less than 75% of the principal amount of the Convertible Bond, which has been passed, and the variation of the Convertible Bond (including the variations detailed in the announcement dated 14 July 2020) has been duly entered into.

Completion of the proposed purchase of further Convertible Bonds will be conditional upon, inter alia, the approval by Shareholders of the Resolutions to be proposed at a General Meeting of the Company on 5 August, therefore the timetable for completion of the Capitalisation is unchanged.

 

Following the completion of the proposed Fundraise and Debt Restructuring, the Company's issued share capital will comprise of 2,382,117,052 shares, of which 1,430,751,958 are voting shares and 951,365,095 are non-voting shares.

 

Related Party Transactions:

 

Miles Pelham

The Capitalisation of additional Convertible Bonds by Rhino Ventures Limited constitutes a related party transaction under the AIM Rules as Miles Pelham (through his affiliate companies) is a substantial shareholder (within the meaning of the AIM Rules).

The Directors, other than Paul Dolan who is deemed a member of the concert party, 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. 

Paul Dolan

The Capitalisation of Convertible Bonds by Paul Dolan constitutes a related party transaction under the AIM Rules as he is a director of the Company.

 

The Directors, other than Paul Dolan who is not deemed independent, 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.

 

Concert Party:

As set out in the announcement published on 20 September 2019, the original owners of the Convertible Bonds are deemed to be acting in concert pursuant to the rules of the Takeover Code. Following the proposed Fundraise and Debt Restructuring, 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

Capitalisation Non-Voting Shares

% of Non-Voting Share Capital

Paul Dolan

75,400,032

5.3%

0

0%

Miles Pelham

204,555,935

14.3%

951,365,095

100%

Other Convertible Bond Holders

106,347,062

7.4%

0

0%

Total

386,303,029

27.0%








 

The Concert Party will also own $1,051,200 worth Convertible Bonds which remain outstanding and due for repayment in mid-2023.

 

Paul Dolan, Chairman and CEO of Woodbois, said:

"I'm delighted to report that holders of almost 97% of the Woodbois Convertible Bond have now elected to switch into equity, delivering a radical improvement to the debt profile of the Company and aligning their interests with those of all shareholders. We are looking forward to the General Meeting to be held on 5 August 2020 and keeping shareholders informed of our progress thereafter."

 

Terms and definitions used in this announcement shall have the same meaning as ascribed to them in the announcement dated 14 July 2020 unless otherwise stated.

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

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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