Oceana - withdrawal of cautionary announcement
Shareholders of Oceana (˘Shareholders÷) are referred to the cautionary announcement released on the Stock Exchange News Service (˘SENS÷) of the JSE Limited (˘JSE÷) on 13 February 2018 in terms of which Shareholders were advised that Mr Francois Kuttel, the former Chief Executive Officer of Oceana, had expressed an interest to acquire a 75% interest in Westbank Fishing LLC, (˘Westbank÷) from Westbank Fishing Partners LLC, (˘Westbank Partners÷).
This follows the notification by Westbank Partners to Daybrook Fisheries Inc. (a subsidiary of Oceana) (˘Daybrook Fisheries÷) during November 2016, of the exercise of its put option (˘the Put Option÷) over its 75% interest in Westbank (˘the Westbank Interest÷). Neither Oceana nor any of its local or foreign subsidiaries are able to acquire the Westbank Interest, due to the U.S. American Fisheries Act (˘AFA÷) qualifying requirements. The AFA requires that qualifying fishing vessels in the U.S. be owned and controlled by U.S. citizens, among other things.
Shareholders are hereby advised that Daybrook Fisheries has reached an agreement with Makimry Patronus LLC (˘Makimry÷), a U.S. company majority owned and controlled by Mr. Kuttel, to assign to Makimry the right and obligation of Daybrook Fisheries to acquire the Westbank Interest from Westbank Partners (˘the Proposed Arrangement÷ or ˘the Agreement÷).
The Proposed Arrangement is subject to:
-the amendment of the agreement governing the relationship of the Westbank members and concerning the management of WestbankĂs operations, which includes the replacement of the warrant issued by Westbank to Daybrook Fisheries (˘the Operating Agreement÷);
-the amendment of the agreement between Daybrook Fisheries and Westbank under which Westbank sells and Daybrook Fisheries takes, purchases and pays for 100% of the Gulf Menhaden harvested by Westbank in each fishing season for an initial term of 30 years (subject to two renewal terms of 10 years each) (˘Fish Supply Agreement÷); and
-the employment of Mr. Kuttel by Westbank.
The acquisition of the Westbank Interest will be funded principally by a loan from Westbank with the balance by way of an investment in Makimry by Mr. Kuttel. The Westbank loan will be underpinned by a loan from an independent U.S. financial institution(s) (˘External Funder÷) to Westbank.
The Proposed Arrangement, and, in particular, the proposed changes to the Operating Agreement and Fish Supply Agreement, is deemed to be an agreement with a related party of Oceana in terms of Section 10.1(a) of the Listings Requirements of the JSE, and accordingly, approval by Shareholders is required. Oceana has, however, received dispensation from the JSE for the requirement to obtain a fairness opinion in terms of section 10 of the Listings Requirements.
The Proposed Arrangement concerns the assignment by Daybrook Fisheries, and the assumption and performance by Makimry, of Daybrook FisheriesĂ obligation to acquire the Westbank Interest from Westbank Partners. The Proposed Arrangement is subject to a number of amendments being made to the Fish Supply Agreement and Operating Agreement, including the replacement of the warrant issued by Westbank to Daybrook Fisheries pursuant to the Operating Agreement ("the Westbank Agreements").
Oceana Shareholder Approval and Salient Dates and Times
As set out in paragraph 1 above, the Proposed Arrangement is classified as an agreement with a related party of Oceana under the Listings Requirements of the JSE. The Proposed Arrangement is subject to the approval of Oceana Shareholders by way of ordinary resolution passed at a general meeting ("General Meeting"). The ordinary resolution will be subject to a simple majority of the votes of Oceana shareholders, other than Mr. Kuttel and his associates (to the extent they hold any shares in Oceana), being cast in favour of the ordinary resolution, as required in terms of the Listings Requirements of the JSE. A circular to Oceana Shareholders (˘the Circular÷) setting out the full terms of the Proposed Arrangement, including the notice of the General Meeting, will be posted on or about 16 March 2018 and will also be made available on the CompanyĂs website at www.oceana.co.za.
The salient dates and times for the General Meeting are set out below: 2018
*Posting Record Date to be eligible to receive the Circular Friday, 9 March
*Posting of Circular to Oceana Shareholders Friday, 16 March
*Last Day to Trade to participate in and vote at the General Meeting Tuesday, 3 April
*Voting Record Date to participate in and vote at the General Meeting Friday, 6 April
*Last day to lodge forms of proxy in respect of the General Meeting by 14:00 Wednesday, 11 April
*General Meeting to be held at 14:00 on the 7th Floor, Oceana House, 25 Jan Smuts Street, Foreshore, Cape Town, 8001 Friday, 13 April
*Results of General Meeting released on SENS Friday, 13 April
*Results of General Meeting published in the South African and the Namibian Press Monday, 16 April
Withdrawal of Cautionary Announcement
As the relevant details of the Proposed Arrangement have been set out in this announcement, Shareholders are advised that they no longer need to exercise caution when trading in their Oceana securities.