OCEANA GROUP LIMITED - Posting of circular to Oceana shareholders and notice of general meeting

Posting of circular to Oceana shareholders and notice of general meeting

OCEANA GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1939/001730/06)
JSE share code: OCE
NSX share code: OCG
ISIN: ZAE000025284
(“Oceana” or “the Company”)



ANNOUNCEMENT REGARDING:


-   THE POSTING OF THE CIRCULAR TO OCEANA SHAREHOLDERS
    RELATING TO THE ACQUISITION BY OCEANA OF THE ENTIRE ISSUED
    SHARE CAPITAL OF DAYBROOK FISHERIES; AND
-   NOTICE OF GENERAL MEETING OF SHAREHOLDERS


1. INTRODUCTION


    Shareholders of Oceana (“Oceana Shareholders”) are referred to the
    announcements dated 19 May 2015 and 27 May 2015 (“the Announcements”)
    relating to the indirect acquisition by Oceana of the entire issued share capital of
    Daybrook Fisheries, Inc. (“Daybrook Fisheries”) (“the Proposed Acquisition”) for a
    purchase consideration of USD 382.3 million (approximately ZAR 4,588 million).*


    *Converted at the ZAR/USD exchange rate of 12.00, being the hedged forward
    exchange rate at which the Proposed Acquisition is expected to be completed.


2. CIRCULAR TO OCEANA SHAREHOLDERS


    Oceana Shareholders are advised that a circular, setting out the full terms of the
    Proposed Acquisition (“the Circular”) and containing a notice convening a general
    meeting of Oceana Shareholders to approve the resolutions required to authorise
    the Proposed Acquisition (“the General Meeting”) and the resolutions in respect
    of certain matters pertaining to the implementation of the proposed rights offer as
    detailed in the Announcements, will be posted to Shareholders on Monday, 15 June 2015.                                                                          
    The Circular is available on the Company’s website at www.oceana.co.za.


  The salient dates and times of the posting of the Circular as well as the General
  Meeting are set out in paragraph 4 below.


3. PROGESS UPDATE ON CONDITIONS


  Further to the conditions to the Proposed Acquisition as set out in the 19 May
  2015 announcement, Oceana is pleased to advise that the following conditions
  have been satisfied:


  -   approvals and/or exemptions of the JSE, the Financial Surveillance
      Department of the South African Reserve Bank, and the US Federal Trade
      Commission and Justice Department; and


  -   the discharge by Daybrook Fisheries of its debt due to the National Oceanic
      and Atmospheric Administration.


  Oceana will update Oceana Shareholders on the progress in respect of the
  remaining conditions as they become satisfied or are waived, as appropriate.


4. SALIENT DATES AND TIMES


  The salient dates and times for the posting of the Circular and the General
  Meeting, are set out below:

                                                                                 
                                                                                           2015

Posting record date to be eligible to receive the Circular                        Friday, 5 June
Posting of Circular to Oceana Shareholders                                     Monday, 15 June
Last day to trade to participate in and vote at the General                      Friday, 26 June
Meeting
Voting record date to participate in and vote at the General                       Friday, 3 July
Meeting
Last day to lodge forms of proxy in respect of the General                      Monday, 13 July
Meeting by 14:00
General Meeting to be held at 14:00 on the 7th Floor, Oceana                Wednesday, 15 July
House, 25 Jan Smuts Street, Foreshore, Cape Town, 8001
Results of General Meeting released on the Stock Exchange                   Wednesday, 15 July
News Service (“SENS”)
Results of General Meeting published in the South African and                  Thursday, 16 July
the Namibian press


Notes:

1)       The above dates and times are subject to amendment. Any such material
         amendment will be released on SENS and published in the South African and
         Namibian press.
2)       All times quoted in the Circular are local times in South Africa on a 24-hour basis,
         unless specified otherwise.


Cape Town
15 June 2015


Investor relations contacts:

Imraan Soomra, Financial Director
+27 21 410 1458

Financial and Debt Adviser and Transaction Sponsor to Oceana
The Standard Bank of South Africa Limited

South African Legal Counsel to Oceana
Webber Wentzel

United States Legal Counsel to Oceana
Kean Miller LLP
Haynes and Boone LLP
                                                                                           
K&L Gates LLP
Hogan Lovells US LLP

United States Financial Adviser to Oceana
Antarctica Advisors LLC

Sponsoring Broker to Oceana on the Namibian Stock Exchange
Old Mutual Investment Services (Namibia) Proprietary Limited




                                                               

Date: 15/06/2015 11:17:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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