WOODBOIS LIMITED

Related Party Transaction • Jan 16, 2020

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RNS Number : 9517Z

Woodbois Limited

16 January 2020

16 January 2020

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.

Woodbois Limited

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

(AIM: WBI)

Further re 2020 cash flow enhancement

Further to the Company's announcement earlier today, Woodbois, the African focused forestry and timber trading company, notifies that each of 1798 Volantis Fund Limited ("Volantis"), a fund managed on a discretionary basis by Lombard Odier Asset Management group ("Lombard"), and Paul Dolan, Chief Executive of the Company, have agreed to receive Woodbois ordinary shares ("Shares") in lieu of interest (at 11.5%) for the period from 1 July 2019 to 31 December 2020 on their Internal Trading Fund ("ITF") loans, in respect of $5.0m for Volantis (which excludes the $1.0m Additional Loan announced this morning) and $295,520 for Paul Dolan (the "ITF Interest Agreements").

The number of new Shares to be issued shall be calculated by reference to a 9% discount to the 10-day average VWAP in the period prior to the interest payments due for the periods to 31 December 2019, 30 June 2020 and 31 December 2020. In relation to Volantis, the ITF Interest Agreement provides that the number of new Shares to be issued to Volantis shall ensure their resultant interest shall not exceed 29.9% of the enlarged issue share capital of the Company at that time, with any balance of interest due payable in cash.

In relation to Paul Dolan, his shareholding continues to be part of the provisions of the undertaking by Pelham Limited that the Concert Party's aggregate shareholding will not exceed 28% (detailed in today's earlier announcement).

Any further investments by Volantis or Paul Dolan into the ITF (including the Additional Loan) do not fall under these agreements.

Related Party Transactions

The ITF Interest Agreements are deemed to be related party transactions for the purposes of the AIM Rules for Companies. The independent directors (being all the directors other than Henry Turcan, who is an employee of Lombard, and Paul Dolan, who are precluded from taking part in the deliberations), having consulted with Arden Partners as its nominated adviser, consider the terms of the ITF Interest Agreements are fair and reasonable insofar as shareholders are concerned.

Issue of new Shares, AIM Application and Total Voting Rights

Pursuant to the ITF Interest Agreements, for the interest period from 1 July 2019 to 31 December 2019, 4,140,230 new Shares are to be issued to Volantis and 244,704 new Shares are to be issued to Paul Dolan (as detailed further below). Application is being made for the admission to trading on AIM of 4,384,934 new Shares, with admission expected to be effective on 21 January 2020. Following Admission, the Company will have 469,737,487 Shares in issue, each with voting rights, which figure may be used by shareholders in 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 to their interest in, the ordinary share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.  The Company holds 99,378 Shares in Treasury.

Enquiries:

Woodbois Limited

Paul Dolan - CEO

www.woodbois.com

+44 (0)20 7099 1940

Arden Partners Plc (Nominated adviser and broker)

Richard Johnson

+44 (0)20 7614 5900

The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail on the issue of ordinary shares to a director.

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM.

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Paul Tiernan Dolan

2

Reason for the notification

a)

Position/status

CEO

b)

Initial notification/ Amendment

Initial Notification

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

a)

Name

Woodbois Limited

b)

LEI

2138001U7SLCSRKV3P06

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

ISIN GG00B4WJSD17

b)

Nature of the transactions

Shares issued in lieu of interest

c)

Price(s) and volume(s)

Price(s)	Volume(s)
5.278364p	244,704 shares

d)

Aggregated information

-     Aggregated volume

-     Price

244,704 shares

5.278364p

e)

Date of the transaction

16 January 2020

f)

Place of the transaction

Outside a trading venue

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 rns@lseg.com or visit www.rns.com.

END

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