1. SIGNIFICANT ACCOUNTING POLICIES

 

GENERAL INFORMATION

 

Woodbois Limited ("the Company" or "Woodbois") is an AIM-quoted forestry and timber trading company limited by shares. The Company is incorporated and domiciled in Guernsey, the Channel Islands, with registered number 52184. Its registered office is Dixcart House, Sir William Place, St Peter Port, Guernsey, GY1 1GX.

 

The nature of the Group's operations and its principal activities are set out in the Directors' Report.

 

The accounting policies have been consistently applied.

 

The principal activities and nature of the business are included above.

 

BASIs OF ACCOUNTING

 

The consolidated financial statements have been prepared in accordance with UK adopted international accounting standards adopted by the United Kingdom applied in accordance with the provisions of the Companies (Guernsey) Law 2008. The consolidated financial statements have been prepared under the historical cost convention except for biological assets and certain financial assets and liabilities, which have been measured at fair value.

 

FUNCTIONAL AND PRESENTATION CURRENCY

 

These consolidated financial statements are presented in United States Dollar (USD), which is the Group's presentation currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated.

 

BASIS OF CONSOLIDATION

 

Subsidiaries are entities controlled by the Group. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has:

·      Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee).

·      Exposure, or rights, to variable returns from its involvement with the investee

·      The ability to use its power over the investee to affect its returns.

 

Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

·      The contractual arrangement with the other vote holders of the investee.

·      Rights arising from other contractual arrangements.

·      The Group's voting rights and potential voting rights.

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary. The acquisition method is used to account for the acquisition of subsidiaries.

Any contingent consideration is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or a liability is recognised in accordance with IFRS 9 either in profit or loss or as a change in other comprehensive income. The unwinding of the discount on contingent consideration liabilities is recognised as a finance charge within profit or loss.

Acquisition related costs are expensed as incurred.

The Group measures goodwill at the acquisition date as the excess of the fair value of the consideration transferred, plus the recognised amount of any non-controlling interests, less the recognised amount of the identifiable assets acquired, and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss as a bargain purchase.

Before recognising a gain on a bargain purchase, an assessment is made as to whether all assets acquired, and liabilities assumed have been correctly identified. The fair value measurement of the identifiable net assets and cost of acquisition is also reviewed to evaluate whether all available information at the acquisition date has been considered. An adjustment made to the fair value of the net assets acquired will impact the amount of goodwill or bargain purchased recognised at acquisition.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the Group. All significant intercompany transactions and balances between group entities are eliminated on consolidation.

When the Group ceases to consolidate a subsidiary as a result of losing control and the Group retains an interest in the subsidiary and the retained interest is an associate, the Group measures the retained interest at fair value at that date and the fair value is regarded as its cost on initial recognition. The difference between the net assets de-consolidated and the fair value of any retained interest and any proceeds from disposing of a part interest in the subsidiary is included in the determination of the gain or loss on disposal. In addition, the Group accounts for all amounts previously recognised in other comprehensive income in relation to that associate on the same basis as would be required if that subsidiary had directly disposed of the related assets or liabilities.

Investments in associates and jointly controlled entities are accounted for using the equity method of accounting and are initially recognised at cost. The Group's share of its associates' post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in reserves is recognised in other comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment.

Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions. Gains or losses on disposals to non-controlling interests are recorded in equity.

 

As at 31 December 2022, the Group held equity interests in the following undertakings:

 

Subsidiary undertakings	Proportion held of voting rights	Country of incorporation	Nature of business
Direct investments
Woodbois Services Limited	100%	England	Shared services
Woodbois Trading Limited	100%	Hong Kong	Financier
Argento Limited	100%	Mauritius	Holding / treasury company - Forestry and Trading
Woodbois Liberia Inc.	100%	Liberia	Dormant
Carbonarbor Limited	100%	England	Carbon solutions
Indirect investments of Argento Limited
Argento Mozambique Limitada	100%	Mozambique	Holding company & Forestry
Madeiras SL Limitada	100%	Mozambique	Forestry
Jardim Zambezia Limitada	100%	Mozambique	Forestry
Baia Branca Limitada	100%	Mozambique	Forestry
Ligohna Timber Products Limitada	100%	Mozambique	Forestry
Ligohna Timber Products (2) Limitada	100%	Mozambique	Forestry
Montara Forest Lda	100%	Mozambique	Forestry
Petroforge Mozambique Lda	100%	Mozambique	Forestry
WoodBois International ApS	100%	Denmark	Timber Trading
WoodGroup ApS	100%	Denmark	Timber Trading
Woodbois Gabon	100%	Gabon	Forestry
SCI Yarim	100%	Gabon	Property holding
La Gabonaise des Forêts et de l'Industrie du Bois (LGFIB)	100%	Gabon	Forestry

 

 

The registered offices of the Group's subsidiaries are as follows:

 

Subsidiary undertakings	Registered office
Direct investments
Woodbois Services Limited	118 Piccadilly, London, England, W1J 7NW
Woodbois Trading Limited	New Mandarin Plaza Tower B, 14 Science Museum Rd, Hong Kong
Argento Limited	Dias Pier Building, Le Caudan Waterfront, Port Louis, Mauritius
Woodbois Liberia Inc.	Daviers Compound, Williams Road, Monrovia, Libreville
Carbonarbor Limited	Canterbury Court, 1-3 Brixton Road, London, England, SW9 6DE
Indirect investments of Argento Limited
Argento Mozambique Limitada	Bairro da Polana, Av. Ahmed Sekou Toure 571 R/C, Distrito Kampfumo, Cidade de Maputo, Mozambique
Madeiras SL Limitada	Bairro da Polana, Av. Ahmed Sekou Toure 571 R/C, Distrito Kampfumo, Cidade de Maputo, Mozambique
Jardim Zambezia Limitada	Bairro da Polana, Av. Ahmed Sekou Toure 571 R/C, Distrito Kampfumo, Cidade de Maputo, Mozambique
Baia Branca Limitada	Bairro da Polana, Av. Ahmed Sekou Toure 571 R/C, Distrito Kampfumo, Cidade de Maputo, Mozambique
Ligohna Timber Products Limitada	Bairro da Polana, Av. Ahmed Sekou Toure 571 R/C, Distrito Kampfumo, Cidade de Maputo, Mozambique
Ligohna Timber Products (2) Limitada	Bairro da Polana, Av. Ahmed Sekou Toure 571 R/C, Distrito Kampfumo, Cidade de Maputo, Mozambique
Montara Forest Lda	Bairro da Polana, Av. Ahmed Sekou Toure 571 R/C, Distrito Kampfumo, Cidade de Maputo, Mozambique
Petroforge Mozambique Lda	Bairro da Polana, Av. Ahmed Sekou Toure 571 R/C, Distrito Kampfumo, Cidade de Maputo, Mozambique
WoodBois International ApS	Hoeffdingsvej 34, 2500 Valby, Denmark
WoodGroup ApS	Hoeffdingsvej 34, 2500 Valby, Denmark
Woodbois Gabon	Boite Postale 5333, Montée de Louis vers L'Ex Maringa, Libreville, Gabon
SCI Yarim	3568, Centre Ville Vers La Renovation, Libreville, Gabon
La Gabonaise des Forêts et de l'Industrie du Bois (LGFIB)	Louis (a cote de l'ex Marin a) 5333, Libreville, Gabon

 

Intra-group transactions

 

All intra-group transactions, balances, and unrealised gains and losses on transactions between Group companies are eliminated on consolidation. Subsidiaries' accounting policies are amended where necessary to ensure consistency with the policies adopted by the Group. All financial statements are made up to 31 December each year.

 

Business combination

 

The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs.

 

The Group has an option to apply a 'concentration test' that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The optional concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.

 

The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.

 

The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss.

 

 

Changes in Accounting policies

 

a)  New and amended standards adopted by the Group

The following IFRS or IFRIC interpretations were effective for the first time for the financial year beginning 1 January 2022. Their adoption has not had any material impact on the disclosures or on the amounts reported in these consolidated financial statements:

Standards /interpretations	Application
IAS 37	Onerous Contracts - Cost of Fulfilling a Contract
IFRS 1, 9, 16 and IAS 41	Annual Improvements to IFRS Standards 2018-2020 Cycle
IAS 16	Property, Plant and Equipment: Proceeds before Intended Use

 

b)  Accounting standards and interpretations not yet effective

The following new or amended standards are not expected to have a significant impact on the group's financial statements

Standards /interpretations	Application
IAS 1	Classification of Liabilities as Current or Non-current
IFRS 17	Amendments to IFRS 17 Insurance Contracts
IAS 8	Definition of Accounting Estimates
IAS 12	Deferred Tax related to Assets and Liabilities arising from a Single Transaction

 

SEGMENTAL REPORTING               

 

The reportable segments are identified by the Executive Board (which is considered to be the Chief Operating Decision Maker) by the way management has organised the Group. The Group operates within three separate operational divisions comprising forestry, trading and carbon solutions

 

The directors review the performance of the Group based on total revenues and costs, for these three divisions and not by any other segmental reporting.

 

FOREIGN CURRENCIES

 

The presentation currency of the Group is US Dollars (US$).  Items included in the Group's financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The functional currency of the majority of the Group's subsidiaries is USD as this is the currency in which they trade on a local basis. The consolidated financial statements are presented in USD ("the presentation currency") because this is the currency better understood by the principal users of the financial statements.

 

Foreign currency translation rates (against US$) for the significant currencies used by the Group were:

 

	At 31 December  2022	Annual average for 2022	At 31 December  2021	Annual average for 2021
UK Pound	1.21	1.23	1.35	1.38
Mozambique Metical	63.88	63.85	63.83	65.33
Danish Krone	6.97	7.07	6.57	6.29
West African CFA franc	614.48	623.52	579.26	556.02

 

 

Transactions in foreign currencies are initially recorded at the rates of exchange prevailing on the dates of the transaction. At each reporting date, monetary assets and liabilities that are denominated in foreign currency are translated into the functional currency at the rate prevailing on that date. Non-monetary assets and liabilities are measured at fair value and are translated into the functional currency at the rate prevailing on the reporting date. Gains and losses arising on retranslation are included in profit or loss for the year, except for exchange differences on non-monetary assets and liabilities, which are recognised directly in other comprehensive income when the changes in fair value are recognised directly in other comprehensive income.

 

On consolidation, the assets and liabilities of the Group's overseas operations are translated into the Group's presentational currency at exchange rates prevailing at the reporting date. Income and expense items are translated at the average exchange rates for the year unless exchange rates have fluctuated significantly during the year, in which case the exchange rate at the date of the transaction is used. Exchange differences arising, if any, are taken to other comprehensive income and the Group's translation reserve. Such translation differences are recognised as income or as expenses in the year in which the operation is disposed of.

 

CRITICAL ACCOUNTING ESTIMATES AND AREAS OF JUDGEMENT

 

The preparation of the consolidated financial statements requires management to make estimates and judgements and form assumptions that affect the reported amounts of the assets, liabilities, revenue and costs during the periods presented therein, and the disclosure of contingent liabilities at the date of the consolidated financial statements.

 

Estimates and judgements are continually evaluated and based on management's historical experience and other factors, including future expectations and events that are believed to be reasonable. The estimates and assumptions that have a significant risk of causing a material adjustment to the financial results of the Group in future reporting periods are discussed below.

 

Information about assumptions and estimation uncertainties at 31 December that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities in the next financial year is included in the following notes:

·      Residual values and useful lives of property, plant and equipment: refer to note 1

·      Fair value of biological assets: refer to note 11

·      Provision for doubtful debts: refer to note 1

·      Share Based Payments: refer to note 21

 

Revenue recognition

 

Under IFRS 15, Revenue from Contracts with Customers, five key points to recognise revenue have been assessed:

 

Step 1: Identify the contract(s) with a customer;

Step 2: Identify the performance obligations in the contract;

Step 3: Determine the transaction price;

Step 4: Allocate the transaction price to the performance obligations in the contract; and

Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation.

 

The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity, and specific criteria have been met for each of the Group's activities, as described below.

 

The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. Where the Group makes sales relating to a future financial period, these are deferred and recognised under 'deferred revenue' on the Statement of Financial Position.

 

The Group currently has the following revenue streams:

 

·      Sale of goods:  Revenue is recognised following the five-step approach outlined above. The performance obligation set out in step two is when the risk and reward of the goods is transferred to the customer (revenue recognised at a point in time), and is transferred at the earlier of:

o  when goods are sold subject to a letter of credit, on the date that the bill of lading is dispatched to the buyer's bank; or

o  when goods are prepaid in full by the buyer, based on the incoterm specified in the contract/invoice; or

o  when the bill of lading is exchanged.

 

·      Service revenue:  Revenue is recognised following the five-step approach outlined above. The performance obligation set out in step two is when the work has been certified by the customer (revenue recognised at a point in time).

 

·      Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.

 

·      Dividend income from investments is recognised when the shareholders' rights to receive payment have been established (provided that it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably).

 

LEASES

 

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

 

Short‐term leases and leases of low‐value assets

The Group applies the short‐term lease recognition exemption to its short‐term leases (i.e., those leases that have a lease term of 12 months or less from commencement date and do not contain a purchase option). It also applies the lease of low‐value assets recognition exemption to leases of equipment that are considered of low value (i.e., below $5,000). Lease payments on short‐term leases and leases of low‐value assets are recognized as occupancy expense on a straight‐line basis over the lease term.

 

Long‐term leases

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate.

The right of use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

 

The Group remeasures the lease liability (and makes a corresponding adjustment to the related right of use asset) whenever:

 

·      The lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate;

 

·      The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using the initial discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used); or

 

·      A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

 

Right of use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right of use asset reflects that the Group expects to exercise a purchase option, the related right of use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

 

The Group applies IAS 36 Impairment of Assets to determine whether a right of use asset is impaired.

 

Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the right of use asset. The related payments are recognised as an expense in the period in which the event or condition that triggers those payments occurs.

 

 

Property, PLANT AND EQUIPMENT

 

Land and Buildings are recognised at fair value based on periodic, but at least triennial, valuations by external independent valuers. Any revaluation gains are recognised in other comprehensive income.  Revaluation losses are recognised with other comprehensive income, against any pre-existing gains, with anything over and above pre-existing gains being recognised as an expense in profit and loss.

 

All other Property, plant and equipment is stated at historical cost less subsequent accumulated depreciation and any accumulated impairment losses. If significant parts of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.

 

Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.

 

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

 

Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the group will obtain ownership by the end of the lease term.

 

Land has an indefinite useful life and therefore is not depreciated.

 

Depreciation is calculated on a straight-line basis at rates calculated to write each asset down to its estimated residual value, which in most cases is assumed to be zero, evenly over its expected useful life, as follows:

 

Motor vehicles                                                    over 3 years

Fixtures and IT equipment                                    over 3 - 7 years

Plant and equipment                                           over 2 - 5 years

 

Management judgement and assumptions are necessary in estimating the methods of depreciation, useful lives and residual values. Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

 

IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT

 

At each statement of financial position date, the Group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

Where there has been a change in economic conditions that indicate a possible impairment in a cash-generating unit, the recoverability of the net book value relating to that field is assessed by comparison with the estimated discounted future cash flows based on management's expectations of future costs.

 

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.

 

Where conditions giving rise to impairment subsequently reverse, the effect of the impairment charge is also reversed as a credit to the income statement, net of any depreciation that would have been charged since the impairment.

 

biological assets

 

A biological asset is defined as a living animal or plant. The Group's biological assets comprise standing timber. The fair value of the standing timber is determined using models based on expected yields, market prices for the saleable produce, over 5 years, after allowing for harvesting costs and other costs yet to be incurred in getting the produce to maturity. Any changes in fair value are recognised in the income statement in the year in which they arise.

 

Forestry

IAS 41 requires biological assets to be measured at fair value less costs to sell. The fair value of standing timber is estimated based on the present value of the net future cash flows from the asset, discounted at a current market-based rate. In determining the present value of expected net cash flows, the Group includes the net cash flows that market participants would expect the asset to generate in its most relevant market. Increases or decreases in value are recognised in profit or loss.  When the fair value estimates are determined to be clearly unreliable due to insufficient information being available to the directors, the biological asset is held at cost less any accumulated depreciation and any accumulated losses.

 

All expenses incurred in maintaining and protecting the assets are recognised in profit or loss. All costs incurred in acquiring additional planted areas are capitalised.

 

Where fair value of a biological asset cannot be measured reliably, the biological asset shall be measured at its cost less any accumulated depreciation and any accumulated impairment losses.

 

Costs incurred prior to the demonstration of commercial feasibility of forestry and agriculture in a particular area are written-off to profit and loss as incurred.

 

CONVERTIBLE BONDS

 

The net proceeds received from the issue of convertible bonds are split between a liability element and an equity component at the date of issue. The fair value of the liability component is estimated using the prevailing market interest rate for similar nonconvertible debt. The portion which represents the embedded option to convert the liability into equity of the Company is included in equity and its fair value at initial recognition was estimated using the Monte Carlo method of valuing such instruments. The equity portion is not remeasured subsequent to initial recognition and the liability component is carried at amortised cost. Issue costs are apportioned between the liability and equity components of the convertible bonds based on their relative carrying amounts at the date of issue. The portion relating to the equity component is charged directly against equity. The interest expense on the liability component is calculated by applying the prevailing market interest rate, at the time of issue, for similar non-convertible debt to the liability component of the instrument. The difference between this amount and the interest paid is added to the carrying amount of the convertible bonds.

 

FINANCIAL INSTRUMENTS

 

(a)  Classification

 

The Group classifies its financial assets in the following measurement categories:

 

·      those to be measured subsequently at fair value (either through OCI or through profit or loss); and

·      those to be measured at amortised cost.

 

The classification depends on the Group's business model for managing the financial assets and the contractual terms of the cash flows.

 

For assets measured at fair value, gains and losses will be recorded either in profit or loss or in OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).

(b) Recognition

 

Purchases and sales of financial assets are recognised on trade date (that is, the date on which the Group commits to purchase or sell the asset). Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. 

 

 

(c) Measurement

 

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. 

Debt instruments 

 

Amortised cost; Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method.

 

Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the statement of profit or loss.

 

(d) Impairment

 

The Group assesses, on a forward-looking basis, the expected credit losses associated with its debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

 

For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

 

INVENTORIES

 

Inventories are measured at the lower of cost-of-production or estimated net realisable value. Cost of production includes direct labour, all costs of purchase, conversion and other costs incurred in bringing the inventories to their present location and condition. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated selling expenses. The cost of inventories is based on the weighted average cost method.

 

Product that has been containerised and shipped or remains in storage at the port of departure, and where ownership has not yet passed to the customer, is accounted for as stock in transit and stated at the lower of cost of production or estimated net realisable value.

 

eMPLOYEE benefits

 

short-term employee benefits

The costs of all short-term employee benefits are recognised in the period in which the employee renders the related service.

 

The accrual/liability for employee entitlements to wages, salaries and annual leave represent the amount which the Group has a present obligation to pay as a result of an employees' services provided up to the reporting date. The accruals have been calculated at undiscounted amounts based on expected wage and salary rates.

 

SHARE-BASED PAYMENT ARRANGEMENTS

The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognised as an expense, with a corresponding increase in equity. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

 

The fair value of the options granted is measured using a Monte-Carlo valuation model for market performance criteria and Black-Scholes valuation model for non-market performance criteria, considering the terms and conditions under which the options were granted.  The amount recognised as an expense is adjusted to reflect the actual number of share options that vest.

 

PROVISIONS

 

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of discount is recognised as a finance cost.

 

A provision for onerous contracts is recognised when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with that contract.

 

In accordance with the Group's environment policy and applicable legal requirements, a provision for site restoration in respect of contaminated land, and the related expense, is recognised when the land is contaminated.

 

 

TAXATION

 

Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

 

CURRENT TAX

 

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years.

The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends.

 

Current tax assets and liabilities are offset only if certain criteria are met.

 

DEFERRED TAX

 

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax is not recognised for:

·      temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;

·      temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

·      taxable temporary differences arising on the initial recognition of goodwill.

 

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.

 

Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.

 

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

 

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. For this purpose, the carrying amount of investment property measured at fair value is presumed to be recovered through sale, and the Group has not rebutted this presumption.

 

Deferred tax assets and liabilities are offset only if certain criteria are met.

 

BORROWINGS

 

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates.

 

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

 

 

EARNINGS PER SHARE

 

(i)   Basic earnings per share is calculated by dividing the profit attributable to the owners of the Company by the weighted average number of ordinary shares outstanding during the financial year.

 

(ii)   Diluted earnings per share adjusts the figures used in determining basic earnings per share to take into account the after tax effects of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of ordinary shares that would have been outstanding assuming the conversion of all diluted potential ordinary shares.

 

Where there is a loss attributable to the owners of the company, it is not necessary to disclose the diluted earnings per share.

 

GOING CONCERN

 

The consolidated financial statements have been prepared assuming that the Group will continue as a going concern. Under this assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor necessity of liquidation, ceasing trading or seeking protection from creditors for at least 12 months from the date of the signing of the consolidated financial statements.

Management have performed their consideration on various scenarios. The base case includes the rescheduling of debts and/or financing being raised whether as equity, debt or a hybrid thereof.    In their scenario planning management have considered inter alia:

·      the timing of and the ability of the Company to raise sufficient working capital;

·      the timing of and the ability of the Company to raise the finance required to settle the balance of the Danish bank facility that was terminated on 19 April 2023;

·      the likely outcome(s) of the Company's negotiations with its creditors;

·      the current stage of the Group's life cycle;

·      its performance and cashflow;

·      the expected timing of revenues;

·      financing both committed and those that management consider is available and;

·      operational risks.

 

The forecasts, show that the Company will have to reschedule or raise funds in connection with $1.5m of its near-term debt due at the end of June 2023, in addition to raising sufficient working capital in order to have adequate resources to continue in operational existence for the foreseeable future and to meet its liabilities as they fall due in the next 12 months. Your attention is drawn to the RNS dated 6 June 2023, summarised in note 24.  At the date of these consolidated financial statements, financing proposals were still subject to due diligence and shareholder approval to issue new ordinary shares at the General Meeting (scheduled for 16 June 2023), set out in the circular to shareholders dated 26 May 2023.  Whilst the directors currently believe that the additional financing required will be obtained, there can be no certainty.  Although the audit report is not modified in respect of this matter, these events or conditions, along with the other matters as set forth in the notes, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. As of the date hereof the directors consider it appropriate to adopt the going concern basis of preparation in the consolidated financial statements.

 

2. SEGMENTAL REPORTING

 

Segmental information is presented on the basis of the information provided to the Chief Operating Decision Maker ("CODM"), which is the Executive Board. 

 

The Group is currently focused on forestry, timber trading and carbon solutions. These are the Group's primary reporting segments, operating in Gabon, Mozambique, Denmark, London, Guernsey and head operating offices in Mauritius.  Certain support services are performed in the UK.

 

As on 31 December 2022 sales made to one customer during the year accounted for 14% (2021 10%) of the total turnover.

 

The Group's directors review the internal management reports of each division at least monthly.

 

There are varying levels of integration between the Forestry and Trading segments. This integration includes transfers of sawn timber and veneer, respectively. Inter-segment pricing is determined on an arm's length basis.

 

Information relating to each reportable segment is set out below. Segment profit/(loss) before tax is used to measure performance because management believes that this information is the most relevant in evaluating the results of the respective segments relative to other entities that operate in the same industry.

 

 

The following table shows the segment analysis of the Group's profit before tax for the year and net assets at 31 December 2022. All amounts are disclosed after taking into account any intra-segment and intra-group eliminations:

 

 

2022	Forestry	Trading	Carbon Solutions	Total
	$000	$000	$000	$000
Income statement
Turnover	15,262	7,846	-	23,108
Cost of Sales	(10,450)	(6,794)	-	(17,244)
Gross profit	4,812	1,052	-	5,864
Operating costs	(2,360)	(1,467)	(339)	(4,166)
Administrative expenses	(429)	(429)	(430)	(1,288)
Depreciation	(206)	(16)	-	(222)
Share based payment expense	(171)	(121)	(126)	(418)
Loss on fair value of biological assets	(156,983)	-	-	(156,983)
Segment operating loss	(155,337)	(981)	(895)	(157,213)
Foreign exchange (loss)/gain	(135)	1,039	-	904
Finance costs	(614)	(415)	-	(1,029)
Loss before tax	(156,086)	(357)	(895)	(157,338)
Taxation	47,681	(5)	-	47,676
Loss for the year	(108,405)	(362)	(895)	(109,662)
NET ASSETS
Assets:	215,486	9,787	-	225,273
Liabilities:	(5,881)	(12,812)	-	(18,693)
Deferred tax liability	(58,680)	5	-	(58,675)
Net assets	150,925	(3,020)	-	147,905

 

Reconciliation of information on reportable segments to the amounts reported in the consolidated financial statements:

 

	2022	2021
(Loss)/profit before tax	$000	$000
Total (loss)/profit before tax for reportable segments	(109,662)	90,702
Unallocated amount: reclassification of FCTR on deregistered entities	(1,529)	-
Consolidated (loss)/profit before tax	(111,191)	90,702

 

 

 

The following table shows the segment analysis of the Group's loss before tax for the year and net assets at 31 December 2021. All amounts are disclosed after taking into account any intra-segment and intra-group eliminations:

 

 

2021		Forestry	Trading	Carbon Solutions	Total
		$000	$000	$000	$000
Income statement
Turnover		7,988	9,477	-	17,465
Cost of Sales		(5,569)	(8,401)	-	(13,970)
Gross profit		2,419	1,076	-	3,495
Operating costs		(1,511)	(1,531)	(578)	(3,620)
Administrative expenses		(330)	(334)	(660)	(1,324)
Depreciation		(321)	(5)	-	(326)
Share based payment expense		(59)	(58)	(116)	(233)
Gain on fair value of biological assets		4,253	-	-	4,253
Segment operating profit/(loss)		4,451	(852)	(1,354)	2,245
Finance costs		(241)	(350)	-	(591)
Foreign exchange (loss)/gain		(78)	834	-	756
Bargain purchase		88,292	-	-	88,292
Profit/(loss) before tax		92,424	(368)	(1,354)	90,702
Taxation		(591)	-	-	(591)
Profit/(loss) for the year		91,833	(368)	(1,354)	90,111
NET ASSETS
Assets:		370,433	8,146	-	378,579
Liabilities:		(3,901)	(9,755)	-	(13,656)
Deferred tax liability		(106,475)	-	-	(106,475)
Net assets		260,057	(1,609)	-	258,448

Geographical information

 

In presenting the below geographical information, segment revenue and non-current assets are based on the entity's country of domicile.  

	Denmark	Gabon	Mozambique	Total
2022	$000	$000	$000	$000
External sales	7,846	15,130	132	23,108
Non-Current Assets	1,524	210,182	335	212,041

 

2021	$000	$000	$000	$000
External sales	9,477	7,710	278	17,465
Non-Current Assets	273	326,884	39,760	366,917

 

 

 

The below segment revenue has been based on the geographic location of the customer. Only material amounts were included.

 

	2022	2021
Location:	$000	$000
Libya	4,401	2,790
Gabon	3,922	1,274
Dominican Republic	2,350	1,220
Pakistan	2,275	4,418
Italy	1,800	-
Bangladesh	1,621	1,535
Turkey	1,591	901
Iraq	1,283	690
Morocco	805	732
USA	574	569
Belgium	534	129
	21,156	14,258

 

 

3.  OPERATING LOSS/profit

	2022	2021
	$000	$000
Operating loss/profit is stated after charging/(crediting):
Depreciation of property, plant and equipment	2,181	2,063
Staff costs (see note 4)	4,276	3,936
Share based payment reserve expense (see note 21)	418	233
Lease expense	89	81
Loss/(gain) on fair value of Biological assets (see note 11)	156,983	(4,253)
Auditor's remuneration:
Audit services
- fees payable to the Company's auditor for the audit of the consolidated accounts	78	75
Fees payable to associates of the Company's auditor
- auditing the accounts of subsidiaries pursuant to legislation	76	70

 

 

4.  EMPLOYEE INFORMATION

	2022	2021
	Number	Number
The average monthly number of persons (including directors) employed by the Group during the year was:
Administration and management	5	5
Carbon solutions	2	2
Forestry	393	342
Trading	9	9
	409	358
	2022 $000	2021 $000
The aggregate remuneration comprised:
Wages and salaries	4,138	3,834
Social security costs	138	102
	4,276	3,936
	2022 $000	2021 $000
Directors' remuneration included in the aggregate remuneration above comprised
Emoluments for qualifying services	841	810

 

Included above are emoluments of $247,000 (2021: $262,000) in respect of the highest paid director. Deferred final acquisition payments arising from the acquisition of WoodBois International ApS are excluded in both periods. Full details of directors' remuneration are included in the Directors' Report.

 

Pension contributions of $6,936 (2021: $13,750) were made on behalf of the directors and other staff members.

 

5. acquisition OF SUBSIDIARY

 

On 6 August 2021, the Group acquired 100% of the shares and voting interests in Forêts et de l'Industrie du Bois ("LGFIB") for a cash consideration of $1.5 million.

 

Through the acquisition of LGFIB, the Group acquired 71,000 hectares of forest concessions in Gabon (56,000 of which is currently covered by a management plan). This additional hectarage, which is located within 100km of our manufacturing base in Mouila, provides increased levels of sustainably harvested timber required as additional production capacity comes online at our sawmill and veneer factory.

 

No harvesting had taken place during the 2021 financial year in the newly acquired concession and therefore the acquisition of LGFIB did not materially contribute to the consolidated revenue and profit for that period. 

 

A.   Consideration transferred

 

A cash consideration of $1.534m represents the acquisition-date fair value of the total consideration transferred.

 

B.   Acquisition related costs

 

Acquisition related costs spent on legal and due diligence were expensed and have been included in operating costs.

 

C.   Identifiable assets acquired and liabilities assumed

 

The following table summarises the recognised amounts of assets acquired and liabilities assumed at the date of acquisition.

                                                                                                                                    2021

	Note	$000
Biological assets	11	128,322
Deferred tax	7	(38,496)
Total identifiable net assets acquired		89,826

 

D.   Gain on bargain purchase

 

A gain from bargain purchase arising from the acquisition was recognised as follows:

                                                                                                                                                2021

	Note	$000
Consideration transferred	a	(1,534)
Fair value of identifiable net assets	c	89,826
Gain on bargain purchase		88,292

 

Occasionally, an acquirer will make a bargain purchase. This is usually in a business combination that is a forced sale in which the seller is acting under compulsion. In this case, the sellers were not distressed and not acting under compulsion.

 

The gain on bargain purchase arises due to the difference in accounting frameworks applied by the Company and LGFIB, the Gabonese company it acquired.  Specifically, the difference relates to the measurement of Biological Assets.   The Company applies IFRS which stipulates that acquired assets and liabilities be recognised, at the date of acquisition, at its fair value.  LGFIB, who applies Gabonese accounting standards, does not carry Biological Assets on its Balance Sheet, but instead expensed the cost of acquiring the rights over time and no fair value assessment is made for accounting purposes.  The Company applied IAS 41 when determining the Fair Value of the Biological Assets acquired.  Further information on the inputs to the valuation is set out in Note 11. In addition to the effect of the different accounting standards applied, the previous owner's financial position, his inability to acquire finance to operate the asset and the threat of potentially losing it due to non-operation together with the quick exit and certainty of being paid offered by WoodBois contributed to the gain realised.

 

 

6. FINANCE COSTS

	2022		2021
	$000	$000
Bank interest	741	503
Working capital facility interest	206	-
Convertible bond amortised interest	82	88
	1,029	591

 

 

7. TAXATION

	2022	2021
	$000	$000
Current tax:
Corporation tax on profit for the year	125	(81)
Deferred tax:
Origination and reversal of temporary differences	(47,801)	(510)
Tax on profit/(loss) on ordinary activities	(47,676)	(591)
	2022	2021
Group	$000	$000
(Loss)/profit before tax	(158,867)	90,701
(Loss)/profit before tax multiplied by the average rate of corporation tax of 15% (2021: 19%)	(23,830)	17,233
Effects of:
Losses carried forward/(utilised)	(199)	(189)
Non-taxable gain on bargain purchase	-	(16,775)
Non-taxable foreign exchange gain	(147)	(111)
Non-taxable movement in fair value of biological assets	(24,249)	(1,318)
Non-deductible share-based payment expense	63	44
Non-deductible other expenditure	457	525
Reclassification of FCTR[10] on deregistered entities	229	-
Group tax credit for the year	(47,676)	(591)

 

The prevailing tax rates of the operations of the Group range between 3% and 32%. Therefore, a rate of 15% (2021:19%) has been used as it best represents the weighted average tax rate experienced by the Group. The Group has estimated losses of $26 million (2021: $28 million) available to carry forward against future taxable profits. Tax losses utilized during the year related principally to profits realised by subsidiaries in certain jurisdictions and tax gains realised on liquidation of various subsidiaries. No deferred tax assets have been recognised in respect of losses due to the unpredictability of future taxable profit. All unused tax losses may be carried forward indefinitely for most entities. Unused tax losses arising from Mozambique may be carried forward for a five-year period.  

 

 

The movement in the year in the Group's recognised net deferred tax position was as follows:

	2022	2021
Deferred tax liabilities	$000	$000
At 1 January	106,475	64,788
Decrease in deferred tax liability: fair value adjustment of Biological Assets	(47,795)	39,006
Decrease in deferred tax liability: property, plant and equipment	(5)	-
Increase in deferred tax liability: fair value adjustment on property, plant and equipment	-	2,681
At 31 December	58,675	106,475

 

Deferred tax reconciliation

	2022	2021
Deferred tax assets / (liabilities)	$000	$000
Deferred tax liability on the fair value adjustment of Biological Assets	(53,945)	(101,740)
Deferred tax liability on property, plant and equipment	5	-
Deferred tax liability on the fair value adjustment on property, plant and equipment	(4,735)	(4,735)
At 31 December	(58,675)	(106,475)

 

 

8.  EARNINGS PER SHARE

 

Summary:	2022	2021
	cents	cents
Basic (loss)/earnings per share	(4.47)	3.69
Diluted earnings per share	(4.47)	3.65

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average aggregate number of Voting and Non-Voting Ordinary Shares in issue during the year.

 

The calculation of diluted EPS has been based on dividing the profit attributable to ordinary shareholders and weighted-average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares.

 

The Company has incurred a loss in the year ended 31 December 2022, and therefore the diluted earnings per share is the same as the basic loss per share as the loss has an anti-dilutive effect.

 

	2022	2021
	$000	$000
Total (loss)/profit for the year	(110,191)	90,111

 

The earnings used for diluted earnings per share are the same as the earnings used for basic earnings per share, which equates to loss attributable to the owners of the Company of $111 million.

 

Reconciliation of shares in issue to weighted average and dilutive weighted average number of ordinary shares	2022	2021
	'000	'000
Shares in issue at beginning of year	2,482,117	2,382,216
Treasury shares	-	(99)
Shares issued during the year weighted for period in issue (note 18)	3,894	62,466
Weighted average number of ordinary shares in issue for the year	2,486,011	2,444,583
Conversion of convertible bonds	15,740	21,612
Dilutive weighted average number of ordinary shares in issue for the year	2,501,751	2,466,195

 

 

 

9. PROPERTY, plant and equipment

		Land & buildings	Motor vehicles	Plant & equipment	Fixtures & IT equipment		Total
		$000	$000	$000		$000	$000
Cost
At 1 JANUARY 2021		7,775	4,694	12,201	191		24,861
Additions		-	1,779	3,072	218		5,069
Revaluation of land and buildings (note 10)		8,934	-	-	-		8,934
Disposals		-	-	(20)	-		(20)
Effects of foreign exchange		(1,278)	(279)	(679)	22		(2,214)
At 31 December 2021		15,431	6,194	14,574	431		36,630
Additions		-	1,715	2,929	1,478		6,122
Disposals		-	(26)	-	(280)		(306)
Effects of foreign exchange		(884)	(305)	(1,374)	90		(2,473)
At 31 December 2022		14,547	7,578	16,129	1,719		39,973
Depreciation
At 1 JANUARY 2021		-	1,725	2,879	54		4,658
Charge for the year		-	626	1,419	18		2,063
Disposals		-	-	(20)	-		(20)
Effects of foreign exchange		-	(79)	(126)	15		(190)
At 31 December 2021		-	2,272	4,152	87		6,511
Charge for the year		-	742	1,390	49		2,181
Disposals		-	(26)	-	-		(26)
Effects of foreign exchange		-	(95)	(826)	2		(919)
At 31 December 2022		-	2,893	4,716	138		7,747
Net book value
At 31 December 2021	15,431		3,922	10,422	344		30,119
At 31 December 2022	14,547		4,685	11,413	1,581		32,226

 

On acquisition of an asset, the estimated useful life is determined. The residual values for the majority of assets, except for Land and Buildings, are assumed to be zero.

 

 

10. Revaluation of land and buildings

 

It is the Company's policy to revalue Owner Occupied Land and Buildings every 4 to 6 years based on the understanding of the property market and budgeted capex spend.

 

The date of the previous revaluation was in the first half of 2017 so the Company engaged an external, independent property valuer, having the appropriate recognised professional qualifications and experience, to determine the fair value of the Group's Owner Occupied Land and Buildings located in Gabon. The valuation was completed in May 2021.  A revaluation net gain of $6.3 million (comprised of a gross gain of $8.9m net of deferred tax of $2.6m) was recognised in Other Comprehensive Income in 2021.

 

The Company acquired the Land and Buildings in June 2017 and at that time, the fair value, at initial recognition was $7.2m.  Therefore, the carrying amount for those assets, if the cost model had been applied by the Company, would have been 2022: $7.2m (2021: $7.2m).

 

The replacement cost approach was used to determine the fair value. The replacement cost method involves arriving at an asset's value by reference to the present-day cost, in an arms-length transaction, of replacing that asset with a similar asset in a similar condition. Average construction prices in the area were used to determine the fair value. A deterioration percentage estimate was then applied against the fair value to represent the asset's current condition.

 

 

Significant unobservable inputs used to calculate the fair value include:

 

-     Estimated construction prices per m². The estimated fair value would increase (decrease) if the construction prices would be lower (higher).

-     Deterioration percentage estimate. The estimated fair value would increase (decrease) if the deterioration percentage estimate would be lower (higher).

 

The fair value measurement for the land and buildings has been categorised as a level 3 fair value based on the inputs used in the valuation technique.

 

Please refer to note 9 for a reconciliation of the carrying amount of land and buildings.

 

Management is not aware of any factors that impacted property valuations in Gabon and therefore noted that during 2022 the fair value of the revalued asset, when stated in its local currency, did not differ materially from its carrying amount and therefore no revaluation was performed in 2022.

 

 

11.  biological assets

		2022	2021
Standing timber		$000	$000
Carrying value at beginning of year		336,798	204,223
Additions (Note 5)		-	128,322
Fair value movement		(156,983)	4,253
Carrying value at end of year		179,815	336,798

 

 

		2022	2021
Carrying value per location		$000	$000
Gabon		179,815	297,506
Mozambique		-	39,292
Carrying value at end of year		179,815	336,798

 

The methods and assumptions used in determining the fair value of standing timber within the forestry concessions held is based on IAS 41 Agriculture, applicable to companies that hold biological assets, which uses discounted cash flow models and which require a number of significant judgements to be made by the directors in respect of sales price, operational cost, discount rates, growth rates, legislative rulings and operating effectiveness.  As with all discounted cash flow valuations on long-term assets, small changes to input variables can create significant changes to the resultant valuation.

 

Following the fair value assessment in 2022, a net fair value loss (after deferred tax) of $109 million (loss of $26.7 million for Mozambique and a loss of $82.3 million for Gabon) was recognised.

 

The fair value loss was due to a number of factors:

·      WACC discount rates increased significantly from the prior year. The risk-free rate and the equity and country risk premiums increased due to a rise in inflation, poor economic performance, rise in interest rates and a pessimistic outlook on the stock market. Woodbois' cost of debt increased in 2022 due to an increase in the Danish banking facilities interest rates as well as taking on two shareholder loans  from Lombard Odier and Rhino Ventures at 8.5%.

·      Specifically relating to the biological assets in Mozambique, the revaluation downwards was mainly prompted by Group's decision to minimise its forward looking harvesting activities (and the expected effect thereof on maximum permitted harvest rates) while reviewing its strategic options in that geography.

 

The discounted cash flow models cover the concession areas in Mozambique and Gabon to which the group has secured the rights. Management prepares separate models for each country.

 

Harvesting levels are regulated by the Annual Permitted Cut ("APC") (total m³ per species) set in each management plan and approved at federal and provincial government level and can be reviewed and increased periodically, while continued sustainability is ensured.  The level of assumed APC varies between 2,537m³ (for Mozambique) and 237,983m³ (for Gabon) (2021: 55,780m³ (for Mozambique) and 237,983m³ (for Gabon)). This is based on the current expected harvesting activities for Mozambique and the approved APC for Gabon which may be subject to change depending on legislative changes both with regards to the size of the area and species. Such changes may impact the carrying value of the biological assets held.

 

The valuation models assume pre-tax discount rates of 18% (2021:11%) for Gabon and 20% (2021:13%) for Mozambique. The discount rates have been calculated using a weighted average cost of capital ("WACC") methodology. Our comparable company base is made up of Africa-focused and global forestry companies which management consider would be categorized in the same sector as Woodbois. Relevant country and equity risk premiums have been used for Gabon and Mozambique. When considering the discount rate applicable to the Mozambique model, management has specifically ensured that the discount rate adequately incorporates the risk associated with the current unrest being experienced in the northern parts of the country.  Management have further determined that the discount rates are in line with the overall industry consensus for timberland assets within Africa. The increase in pre-tax discount rates from the prior year is due to the increase in the risk-free rate, country risk premium and the cost of debt which is used in calculating the WACC.

 

The Group's main class of biological assets comprise of standing timber held through forestry concessions of between 20 and 50 years. Biological assets are carried at fair value less estimated costs to sell.

 

The brought forward biological assets are located in Gabon in Mouila and Northern Mozambique in the states of Cabo Delgado, Nyassa, Nampula and Zambezia and are managed from a central point in Mouila and Nampula. The newly acquired concession in 2021 is located in Mimongo, Gabon.

 

Fair value has been determined internally by discounting a 5-year pre-tax cash flow projection (Level 3 of the fair value hierarchy) based on a mix of wood species within the concession areas. Real cost of production has been factored in going forward.

 

 

 

The following sensitivity analysis shows the effect of an increase or decrease in significant assumptions used:

 

	Impact on year end fair value of biological assets
	2022	2021
	$000	$000
Effect of 1% increase in the discount rate	(10,694)	(33,285)
Effect of 1% decrease in the discount rate	12,197	41,919
Effect of 10% increase in volume of APC	18,374	34,547
Effect of 10% decrease in volume of APC	(18,374)	(34,547)
Effect of 10% increase in sales price	21,158	42,409
Effect of 10% decrease in sales price	(21,158)	(42,409)

 

12.  TRADE AND OTHER RECEIVABLES

	2022	2021
	$000	$000
Trade receivables	4,561	2,093
Other receivables	12	12
Deposits	128	127
Current tax receivable	16	14
VAT receivable	174	589
Prepayments	1,439	1,781
	6,330	4,616

 

The directors consider that the carrying amount of trade and other receivables approximates their fair value.  Refer to Note 14 for details of the trade debt aging profile and for the Group's impairment policy.

 

 

13.  INVENTORY

	2022	2021
	$000	$000
Finished goods	2,377	2,747
Stock in transit	2,229	2,129
Work in progress	-	1,283
	4,606	6,159

 

Provision for net realisable value amounted to $nil (2021: $nil).

 

 

14. financial INSTRUMENTS

 

Capital risk management

 

The Company manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders. The overall strategy of the Company and Group is to minimise costs and liquidity risk.

 

The capital structure of the Group consists of equity attributable to equity holders of the parent, comprising issued share capital, share premium, reserves (foreign exchange reserve and share based payment reserve) and retained earnings as disclosed in the Consolidated Statement of Changes in Equity.

 

The Group is exposed to a number of risks through its normal operations, the most significant of which are interest, credit, foreign exchange and liquidity risks. The management of these risks is vested in the board of directors.

 

The sensitivity has been prepared assuming the liability outstanding at the balance sheet date was outstanding for the whole period. In all cases presented, a negative number in profit and loss represents an increase in finance expense / decrease in interest income.

 

Categorisation of financial instruments

2022   Financial assets/(liabilities)	Financial assets at amortised cost	Financial assets at fair value	Financial liabilities at amortised cost	Financial liabilities at fair value	Total
	$000	$000	$000	$000	$000
Trade and other receivables	4,701	-	-	-	4,701
Cash and cash equivalents	2,296	-	-	-	2,296
Trade and other payables	-	-	(2,465)	-	(2,465)
Borrowings	-	-	(14,268)	-	(14,268)
Convertible bond liability	-	-	(748)	-	(748)
	6,997	-	(17,481)	-	(10,484)

 

2021   Financial assets/(liabilities)	Financial assets at amortised cost	Financial assets at fair value	Financial liabilities at amortised cost	Financial liabilities at fair value	Total
	$000	$000	$000	$000	$000
Trade and other receivables	2,232	-	-	-	2,232
Cash and cash equivalents	887	-	-	-	887
Trade and other payables	-	-	(2,366)	-	(2,366)
Borrowings	-	-	(8,268)	-	(8,268)
Convertible bond liability	-	-	(931)	-	(931)
Contingent acquisition liability	-	-	(250)	-	(250)
	3,119	-	(11,815)	-	(8,696)

 

 

Fair value measurements recognised in the statement of financial position

 

The following provides an analysis of the Group's financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 & 2 based on the degree to which the fair value is observable.

·      Level 1 fair value measurements are those derived from inputs other than quoted prices that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

·      Level 2 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

·      Level 3 assets are assets whose fair value cannot be determined by using observable inputs or measures, such as market prices or models. Level 3 assets are typically very illiquid, and fair values can only be calculated using estimates or risk-adjusted value ranges.

 

At the year end, included in property, plant and equipment, there is land and buildings held at fair value of $14.5m (2021: $15.4m) measured in accordance with level 3 and Biological Assets of $179.8m (2021: $336.8m) measured in accordance with level 3 of the fair value hierarchy.

 

Equity price Risk

 

The Group is exposed to equity price risks arising from equity investments. Equity investments are held for both strategic and trading purposes.

 

Management of market risk

 

The most significant area of market risk to which the Group is exposed is interest rate risk. 

The risk is limited to the reduction of interest received on cash surpluses held and the increase in the interest on borrowings.

 

Majority of the Company's debt was based on fixed interest rates with no link or exposure to movements in LIBOR.

 

 

 

The following table details the group's exposure to interest rate changes, all of which affect profit and loss only with a corresponding effect on accumulated losses.

 

		2022	2021
		$000	$000
+ 20 bp increase in interest rates		(26)	(19)
+ 50 bp increase in interest rates		(65)	(47)
+ 100 bp increase in interest rates		(130)	(93)

 

The table above is prepared on the basis of an increase in rates. A decrease in rates would have the opposite effect.

 

 

	2022	2021	2022	2021	2022	2021
	Fixed  rate	Fixed rate	Floating rate	Floating Rate	Total	Total
Group	$000	$000	$000	$000	$000	$000
Borrowings	(5,028)	(1,513)	(9,240)	(6,755)	(14,268)	(8,268)
Cash and cash equivalents	-	-	2,296	887	2,296	887
Convertible bond liability	(748)	(931)	-	-	(748)	(931)
Total	(5,776)	(2,444)	(6,944)	(5,868)	(12,720)	(8,312)

 

 

Management of credit risk

 

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group's receivables from customers and investments in debt securities.

 

The carrying amount of financial assets represents the maximum credit exposure.

 

The principal financial assets of the Company and Group are bank balances and receivables. The Group deposits surplus liquid funds with counterparty banks that have high credit ratings. Cash is sometimes placed with certain institutions in support of trading positions. The Group deposits such funds with large well-known institutions and the directors consider the credit risk to be minimal.

 

The Group's maximum exposure to credit by class of individual financial instrument is shown in the table below:

 

				2022 Carrying Value	2022 Maximum Exposure	2021 Carrying Value	2021 Maximum Exposure
				$000	$000	$000	$000
Cash and cash equivalents				2,296	2,296	887	887
Trade and other receivables				4,701	4,701	2,232	2,232
Total				6,997	6,997	3,119	3,119

 

TRADE RECEIVABLES

 

Trade receivables are recognised initially at the amount of consideration that is unconditional, unless they contain significant financing components when they are recognised at fair value. They are subsequently measured at amortised cost using the effective interest method, less loss allowance.

 

The only impact on the Group is in relation to the impairment of trade receivables as detailed below.

 

The expected loss rates are based on the payment profiles of sales over a period of 36 month before 31 December 2022 or 1 January 2023 respectively and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.

 

The group has identified the GDP and the unemployment rate of the countries in which it sells its goods to be the most relevant factors, and accordingly adjusts the historical loss rates based on expected changes in these factors.

 

On that basis, the loss allowance as at 31 December 2022 and 31 December 2021 were determined as follows for both trade receivables and contract assets:

 

	More than 120 days past due	More than 90 days past due	More than 60 days past due	More than 30 days past due	Current	Total
2022
Expected loss rate	67.40%	0%	0%	0%	0%	12,84%
Gross carrying amount - trade receivables	997	425	1,531	1,151	1,159	5,233
Loss allowance	(672)	-	-	-	-	(672)
2021
Expected loss rate	23.70%	0%	0%	0%	0%	6.90%
Gross carrying amount - trade receivables	654	143	454	449	547	2,247
Loss allowance	(155)	-	-	-	-	(155)

 

The closing loss allowances for trade receivables and contract assets as at 31 December reconcile to the opening loss allowances as follows:

 

	2022	2021
	$000	$000
Opening loss allowance at 1 January	155	216
Increase in loss allowance recognised in profit and loss during the year	558	-
Receivables written off during the year as uncollectible	(43)	(61)
Closing loss allowance at 31 December	670	155

 

 

Management of foreign exchange risk

 

The Group operates internationally and is exposed to foreign exchange risk arising from commercial transactions, translation of assets and liabilities and net investments in foreign operations. Exposure to commercial transactions arises from sales or purchases by operating companies in currencies other than the companies' functional currency. Currency exposures are reviewed regularly.

 

The Group has a limited level of exposure to foreign exchange rate risk through their foreign currency denominated cash balances:

			2022	2021
			$000	$000
Cash and cash equivalents
GBP			16	4
EUR			572	67
DKK			1	17
CFA			271	72
MZN			14	2
USD			1,422	725
Total			2,296	887

 

 

 

The table below summarises the impact of a 10% increase in the relevant foreign exchange rates versus the US Dollar rate, on the Group's pre-tax profit for the year and on equity:

 

	2022	2021	2022	2021
	Income Statement	Income Statement	Equity	Equity
Impact of 10% rate change	$000	$000	$000	$000
Cash and cash equivalents	(33)	(1)	(33)	(1)

The table above is prepared on the basis of an increase in rates. A decrease in rates would have the opposite effect.

 

Management of liquidity risk 

 

Liquidity risk is the risk that the group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the group's reputation.

 

The Group seeks to manage liquidity risk by regularly reviewing cash flow budgets and forecasts to ensure that sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. The Group deems there is sufficient liquidity for the foreseeable future.

 

The Group had cash and cash equivalents at 31 December as set out below.

		2022	2021
		$000	$000
Cash at bank		2,296	887

 

ContracTual maturity analysis

 

The Group has assessed the contractual maturity analysis as follows:

2022	0-3 months	3-12 months		1 - 5 years	Total
	$000	$000		$000	$000
Assets by contractual maturity
trade and other receivables	1,263	5,067		-	6,330
Cash and cash equivalents	2,296	-		-	2,296
	3,559	5,067		-	8,626
Liabilities by contractual maturity
Trade and other payables	(2,884)	(664)		-	(3,548)
Borrowings	-	(8,603)		(5,665)	(14,268)
Convertible bond liability	-	(748)		-	(748)
	(2,884)	(10,015)		(5,665)	(18,564)
Net liabilities by contractual maturity	675	(4,595)		(5,665)	(9,585)

 

 

 

2021	0-3 months	3-12 months		1 - 5 years	Total
	$000	$000		$000	$000
Assets by contractual maturity
trade and other receivables	1,246	3,370		-	4,616
Cash and cash equivalents	887	-		-	887
	2,133	3,370		-	5,503
Liabilities by contractual maturity
Trade and other payables	(3,449)	(629)		-	(4,078)
Borrowings	-	(5,369)		(2,898)	(8,267)
Convertible bond liability	-	-		(931)	(931)
Contingent acquisition liability	(250)	-		-	(250)
	(3,699)	(5,998)		(3,829)	(13,526)
Net liabilities by contractual maturity	(1,566)	(2,628)		(3,829)	(8,023)

                            

 

15.  TRADE AND OTHER PAYABLES

		2022	2021
		$000	$000
Trade payables		1,213	1,275
Accruals		309	680
Contract liabilities (prepayments received)		892	1,643
Current tax payable		190	69
Other payables		920	340
Debt due to concession holders		23	71
		3,547	4,078

                                                                 

The directors consider that the carrying amount of trade and other payables approximates to their fair value.

 

 

16.  BORROWINGS

		2022	2021
		$000	$000
Non-Current liabilities
Business loans		1,757	1,282
Working capital facility		3,908	1,616
		5,665	2,898
Current liabilities
Business loans		888	1,250
Bank overdraft		196	128
Working capital facility		7,519	3,991
		8,603	5,369
Total borrowings		14,268	8,267

 

As at 31 December 2022 the trading division had the following outstanding borrowings:

 

Business loan with a Danish bank that amounted to $1 million (2021: $1.1 million). The business loan carries an interest rate of 4%. The purpose of the loan is for financing timber trades.

 

Working capital facilities with Danish banks amounted to $8.2 million (2021: $5.6 million). These facilities carry interest at rates 4.65% and 8.45%.  One of the facilities, for $6 million, has been included in current liabilities: this is a revolving facility with no maturity date.  At the year end there was no indication from the credit provider that the facility would be terminated, but on 19 April 2023, notice was received and as such, the Company has classified and disclosed it as being a current liability (see Note 24).

 

As at 31 December 2022 the forestry division had the following outstanding borrowings:

 

Business loans with a Gabonese bank that amounted to $1.6 million (2021: $1.4 million). These loans carry an interest rate of between 13% and 14%. A bank overdraft with a Gabonese bank amounted to $0.2 million (2021: $0.1 million) and carries an interest rate of 10%. The purpose of the loans is for operational asset financing.

 

During the year the Group drew down $2 million from a general purpose two-year working capital facility with Rhino Ventures Limited, a shareholder. The facility amounted to $2.2 million as at 31 December 2022 and carried interest at 8.5%. The Group also drew down $1 million from an additional short-term working capital facility with Lombard Odier, a shareholder. The facility amounted to $1 million as at 31 December 2022 and carried interest at 8.5%.

 

Woodbois Limited signed a parent guarantee to a maximum of $2 million to a Gabonese bank.

 

The Group has also signed security in favour of Danish banks to the value of $5.5 million.

                                                                                                        

The contractual maturity of borrowings has been assessed in Note 14.

 

The Group had undrawn facilities available at 31 December 2022 that amounted to $0.1 million (2021: $0.1million).

 

 

17. CONVERTIBLE BONDS

		2022	2021
		$000	$000
Convertible bonds: Liability component		748	931
Convertible bonds: Equity component		24	52
Total		772	983
Convertible bond liability		477	741
Amortised interest		271	190
Total		748	931

 

The terms of the convertible bonds are as follows:

1.    Final Redemption Date of 30 June 2023

2.    Convertible at a price of 4p per ordinary share

3.    Interest rate at zero percent

 

 

18.  SHARE CAPITAL

 

		Number	$000
Authorised:
Ordinary shares of 1p each		Unlimited	Unlimited
Allotted, issued and fully paid:
Ordinary shares of 1p each
AT 31 DECEMBER 2020		2,382,216,431	31,119
Shares issued		99,900,622	1,409
AT 31 DECEMBER 2021		2,482,117,053	32,528
Shares issued		7,871,820	97
AT 31 DECEMBER 2022		2,489,988,873	32,625
Voting		2,254,988,873
Non-Voting		235,000,000

 

Balances classified as share capital include the nominal value on issue of the Company's equity share capital, comprising ordinary shares of 1p each.

 

During 2022 a total of 390,000,000 Non-Voting Ordinary Shares have been converted into Voting Ordinary Shares.

 

During June 2022 the Company converted $293,591 of 2023 0% Convertible Bonds into 5,871,820 Voting Ordinary Shares. The Convertible Bond terms specify conversion is at an exchange rate of £:$1.25 and 4p per Ordinary Share.

 

During August 2022 the Company issued 2,000,000  New-Voting Ordinary Shares following the exercise of options under the Company's Share Option Plan

 

 

19.  SHARE PREMIUM ACCOUNT

	2022	2021
	$000	$000
AT 1 JANUARY	65,254	58,609
Shares issued (note 18)	295	6,645
AT 31 DECEMBER	65,549	65,254

 

Balances classified as share premium include the net proceeds in excess of the nominal share capital on issue of the Company's equity share capital.

 

 

20.  Provisions

 

	2022	2021
	$000	$000
AT 1 JANUARY	130	132
Movement	-	(2)
AT 31 DECEMBER	130	130

 

 

The balance comprises of one provision, to the amount of $0.1 million, which relates to a tax dispute with the Mozambique tax authorities. The provision is classified as a current liability as at 31 December 2022.

 

 

21.  SHARE BASED PAYMENT/LONG-TERM INCENTIVES 

 

The Group operates two share option plans, under which certain directors, key employees and consultants have been granted options to subscribe for ordinary shares. All options are equity settled. The Group has no legal or constructive obligation to repurchase or settle the options in cash.

 

The share option awards in issue as at 1 January 2022 totalled 112.0m shares under the Share Option Scheme: these were issued as of 6 August 2020 and are exercisable at 2p per share. The vesting of the awards is substantially geared towards material improvement in both operating results and share price appreciation.

 

On the 1^st of March 2022, the Company issued LTIP's (long-term incentive plan) to its directors and key employees of which 38m were in issue at 31 December 2022. The fair value of these LTIP's as at the grant date was determined by an independent specialist in financial valuations.

 

19m of the granted LTIP's are subject to TSR (Total Shareholder Return) linked criteria and were valued using a Monte Carlo simulation. 19m share options are subject to EBITDA-linked criteria and were valued using a Monte Carlo Simulation on the basis that they include a market-based exercise condition. Only market conditions have been considered in estimating the fair value of the LTIP's.

 

1. The key terms and conditions related to the LTIP's are as follows:

 

A. Market Performance Condition

• Grant Date: 1 March 2022

• Contractual life of LTIP's: 4.6 years

• Vesting conditions: Total Shareholder Return - The performance criteria sets out that of the total 38m LTIP's granted, up to 50% can vest in increments of 10% if the VWAP (Weighted Average Price) remains above each of the following thresholds for a period of 30 consecutive days: £0.06, £0.07, £0.08, £0.09 and £0.10. Full vesting of this 50% tranche will be achieved if the share price increases to over £0.10.

 

B. Non-Market Performance Condition

• Grant Date: 1 March 2022

• Contractual life of LTIP's: 4.6 years

• Vesting conditions: Target EBITDA - Of the total 38m LTIP's granted, 50% can vest

at an incremental rate of 16.6% per annum by the Company achieving internal EBITDA targets for each of the financial years 2022-2024. Any vesting shall arise equally for the achieving of each target, which is subject to a cumulative "catch-up" being permitted.

 

C. Service Condition

• Recipients must be employed by Woodbois at the time of vesting and the share price must be above 6p at the exercise date. This condition applies to all of the granted share options.

 

The table below shows the input ranges for the assumptions used in the valuation models:

 

Fair value at grant date				£0.02 - £0.03
Exercise price				£0.01
Share price at grant date				£0.0405
Annual share price volatility (weighted average)				65%
Risk free rate				0.83%
Expected life				4.6 years

 

The annualised volatility in the share price was determined using the historical volatility of Woodbois Limited and other listed companies in similar businesses over a time period in line with the simulation period. A monthly volatility of 19.0% was used in the simulation (annual volatility of 65%).

 

Each of Paul Dolan, Carnel Geddes and Hadi Ghossein, Executive Directors, were awarded 4,000,000 LTIP's and these were outstanding as of 31 December 2022.

 

2. The key terms and conditions related to the Share Options are as follows:

 

A. Market Performance Condition    

•           Grant Date: 6 August 2020 

•           Contractual life of options: 4 years

•          Vesting conditions: Total Shareholder Return - 50% of the share options are subject to the Market Performance Condition whereby none will vest at a share price of 2p; one third of these options will vest on a straight-line basis between a share price of 2-4p; two thirds will vest on a straight-line basis between a share price of 4-6p per share, and full vesting will occur when the share price exceeds 6p, each vesting being based on the volume weighted average share price over a period of 30 days. All of these options had vested by the end of 2021.

 

 

B. Non-Market Performance Condition    

•           Grant Date: 6 August 2020 

•           Contractual life of options: 4 years

•          Vesting Conditions: Target EBITDA - 50% of the share options are subject to Non-Market Performance Conditions, whereby 12.5% of these options can vest per annum based on achieving internal EBITDA targets for each of the financial years 2020-2023. There is also a cumulative provision whereby a shortfall (or excess) in one or more years can be offset against other years for the purposes of vesting. As of the date hereof a quarter of these share options have vested.

 

 

C. Non-Subject to Performance Criteria

•           Grant Date: 6 August 2020 

•           Contractual life of options: 4 years

•          A one-off award of 10m share options was made to Mr G Thomson (Senior Independent Non-Executive). In accordance with corporate governance advice, his options are not subject to performance criteria but may not vest for 4 years from the time of grant.

 

The awards outstanding to directors in the year are:

                                                                                                 Number of options

                                                                                                           (2p exercise price)

 

P Dolan	Executive Chair	50,000,000
C Geddes	CFO	22,500,000
H Ghossein	Deputy Chair	22,500,000
G Thomson	Senior Independent NED	10,000,000

57.25 million of the granted share options are subject to TSR (Total Shareholder Return) linked criteria and were valued using a Monte Carlo simulation. 57.25 million share options are subject to EBITDA-linked criteria and were valued using a Black Scholes Option Pricing Model. The fair value of the 10m Share Options which are not subject to performance criteria were valued using a Black Scholes Option Pricing Model. Only market conditions have been considered in estimating the fair value of the LTIP's.

 

 

The table below shows the input ranges for the assumptions used in the valuation models:

 

Fair value at grant date				£0.0097 - £0,0104
Exercise price				£0.02
Share price at grant date				£0.0215
Annual share price volatility (weighted average)				62%
Risk free rate				0.1%
Expected life				4 years

The annualised volatility in the share price was determined using the historical volatility of Woodbois Limited and other listed companies in similar businesses over a time period in line with the simulation period. A monthly volatility of 18.0% was used in the simulation (annual volatility of 62%).

 

Reconciliation of the total Share Options and LTIP's in issue:

	Total options	Weighted average strike price (Pence)
As at 31 December 2020	144,500,000	2p
Forfeited during the financial year	(30,500,000)	(2p)
As at 31 December 2021	114,000,000	2p
Issue of LTIP's	38,000,000	1p
Exercised during the financial year (Note 18)	(2,000,000)	2p
As at 31 December 2022	150,000,000	1.75p

 

 

 

The following charge has been recognised in the current financial year:

	2022	2021
	$000	$000
AT 1 JANUARY	435	968
Reserve transfer for forfeitures	-	(766)
Share options exercised	(51)	-
Share based payment expense	418	233
AT 31 DECEMBER	802	435

 

 

22.  Reclassification of foreign currency translation differences on deregistered entities

 

The Group formally completed the deregistration of three dormant entities located in Tanzania. These three entities include Wami Agriculture Co. Limited, Magole Agriculture Limited and Milama processing Company Limited.  As required by IFRS, the Group reclassified the foreign currency translation differences that arose on historical consolidation of those entities ($1.5 million) from the FCTR (equity) to profit or loss.  

 

 

23.  RELATED PARTY TRANSACTIONS AND Related party balances

 

related party balances

 

	2022	2021
	$000	$000
Loan from Rhino Ventures	(2,162)	-
Loan from Lombard Odier	(1,022)	-
Amount due to H. Ghossein, a director	-	(340)
Contingent acquisition liability due to H. Ghossein, a director re purchase of WoodBois International ApS in 2017	-	(250)
AT 31 DECEMBER	(3,184)	(590)

 

 

40,000,000 warrants were issued to Lombard Odier in January 2019, exercisable at 8p before 1 April 2023.

 

Trading transactions

 

During the year the Group companies entered into the following transactions with related parties: 

	2022		2022		2021	2021
	Transactions in year		Balance at 31 December		Transactions in year	Balance at 31 December
	$000		$000		$000	$000
Loans to subsidiary undertakings		14,364		17,304	11,985	2,940

 

 

Transactions with key management personnel

 

The Group's key management personnel comprised the following:

 

2022	Short-term employment benefits
	Salaries, fees & national insurance contributions	Benefits	Total
	$000	$000	$000
Directors
P Dolan	200	-	200
H Ghossein *	190	38	228
F Tonetti (Resigned 16 April 2022)	100	1	100
C Geddes **	200	-	200
G Thomson	62	-	62
D Rothschild	50	-	50
H Turcan *** (Resigned 17 October 2022)	-	-	-
	802	39	841

 

*Excludes deferred acquisition payments made during the year (NOTE 23)

** Paid through a service company

*** H Turcan was a representative of Lombard Odier and received no fee.

All of the above directors' remunerations exclude national insurance contributed by the employer.

 

 

 

 

 

 

 

 

2021	Short-term employment benefits
	Salaries, fees & national insurance contributions	Benefits	Total
	$000	$000	$000
Directors
P Dolan	200	-	200
H Ghossein*	220	42	262
F Tonetti	69	1	70
C Geddes **	200	-	200
G Thomson	69	-	69
D Rothschild	9	-	9
H Turcan ***	-	-	-
	767	43	810
*Excludes deferred acquisition payments made during the year directly to or to companies owned and controlled by H Ghossein ($0.25m). **  Paid through service companies
*** H Turcan was a representative of Lombard Odier and received no fees. All of the above directors' remunerations exclude national insurance contributed by the employer.

 

24. Events occurring after the reporting date

 

 

·    Treasury shares

 

In January 2023 following a final adjustment in relation to the 2017 purchase of Woodbois International Aps, the Company has received approximately 19 million ordinary voting shares which have been taken into Treasury.

 

·    £3 million placing and appointment of Joint Broker

 

On 13 March 2023 the Company announced a placing of 250 million Ordinary Voting Shares, of 1p each, generating net proceeds of £2.85 million (approximately $3.4 million).  The placing price was 1.2p per New Ordinary Share.

 

Novum Securities Limited acted as broker and placing agent in respect of the fundraise which was to new institutional and other investors. The placing shares represent 10 per cent of the existing issued Ordinary Share Capital of the Company prior to the fundraise. Proceeds of the Placing will be used for general working capital purposes.

 

Following admission, the Company's total number of Ordinary Shares in issue will become 2,739,988,873 and this will consisted of 2,485,850,726 Voting Ordinary Shares, 19,138,147 Treasury Shares and 235,000,000 Non-Voting Ordinary Shares.

 

On 11 April 2023, the Company announced that it had been conditionally awarded the first 40-year land lease for a voluntary carbon credit afforestation project of up to 50,000 hectares by the Gabonese government.  On completion, expected in the coming months, the Company will commence a 4-year, 2,000 hectare pilot programme to demonstrate the reforestation potential of the land.  The project will be designed to deliver high quality carbon and biodiversity credits.  The Company estimates that the project has the potential to generate more than 30 million carbon credits over its 40-year life cycle with the expectation that the first credits are to be issued in 2028.  The Gabonese government will be entitled to 20% of the carbon credits generated over the lifetime of the project.  External funding will be needed for the pilot programme which is estimated to cost $5m.  The Company is currently examining a number of possible funding possibilities for this project and the optimum funding structure thereof.

 

·    Repayment of Lombard Odier loan

 

On 11 April 2023, the Company repaid $0.3m capital plus interest of the loan owing to Lombard Odier (see note 16).  The balance ($0.7m capital plus interest) is due to be paid in full during June 2023.

 

 

 

 

·    Termination of $6m working capital facility

 

On 19 April 2023, the Company announced that Woodgroup Aps, a wholly owned subsidiary of the Company, had received a notice from a Danish bank, that it was terminating a $6 million debt facility.  The $6m facility was fully utilised and had an ancillary account with a cash balance of $3.1 million. The bank had a floating charge against the assets of Woodgroup ApS and have offset this $3.1 million in partial repayment of the facility.  The reason cited by the bank for terminating the facility was that Woodgroup ApS generated a loss in Q1 2023. The bank believed that, as a consequence, the circumstances of Woodgroup ApS have changed significantly to their detriment.  Management did not agree with the bank's conclusion and, whilst acknowledging the poor performance in Q1, believed the Company had been well placed to deliver a very positive performance for the remainder of the year.  As part of the notice the bank also requested that Woodgroup ApS present a plan for the repayment of the outstanding $2.9 million of the Facility.  As reported by the Company on 6 June 2023, the Company has reached an agreement with Sydbank under which the outstanding balance of c.$2.8m will be repaid by no later than 29 December 2023. The Company has undertaken to repay approximately $145k on each of 15 June and 30 June 2023. Thereafter a further $145k is to be paid in the middle of each subsequent month with any additional lump sums being paid to ensure repayment of the total outstanding balance and interest by the final repayment date. There are also financial incentives in place if the Group settles the outstanding balance earlier in the year.  Existing security arrangements, per the original loan facility agreement, will remain in place until the line of credit is fully settled.

 

·    Refinancing

 

Since the termination of the above line of credit by the bank, the Company has had to operate with an emphasis on cash realisation and limiting new liabilities.

 

The Company continues to assess alternative funding sources and will update the market in due course once any such agreement has been reached. The Company is also working on the potential deferment of c.$1.5m of debts, which fall due at the end of June. Whilst the Directors are confident that the Company will obtain alternative funding in the coming weeks, should they fail to do so, the Company may be reliant on the deferment of these near-term creditors in order to continue to trade.  The Company has convened a General Meeting to be held on 16 June 2023 for shareholders to vote on resolutions that will provide the Company with important flexibility to issue ordinary shares quickly, if it is considered to be in the best interests of stakeholders.

 

The circular convening the General Meeting set out that a further result of the termination, the Company's share price has fallen below its nominal value of 1p. As the Company's Articles of Association prohibit the issuance of shares at a discount to nominal value, there is a need to re-designate the nominal value.  The directors have proposed a resolution to reduce the nominal value of the ordinary shares of the Company, but with no change to the number of ordinary shares in issue, as well as resolutions for the renewal and widening of the waiver of pre-emptive rights to enable the company to meet the exceptional circumstances set out above.

 

The Company has urged shareholders to vote in favour of all resolutions.

 

 

25.  ULTIMATE PARENT COMPANY

 

At 31 December 2022, the directors do not believe that there was an ultimate controlling party.