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ANNOUNCEMENT REGARDING THE CALL OPTION FOR A POTENTIAL SPECIFIC REPURCHASE OF OCEANA ORDINARY SHARES
Oceana Group Limited
(Registration number: 1939/001730/06)
JSE Share Code: OCE
NSX Share Code: OCG
ISIN: ZAE000025284
(“Oceana” or “the Company”)
ANNOUNCEMENT REGARDING THE CALL OPTION FOR A POTENTIAL SPECIFIC
REPURCHASE OF OCEANA ORDINARY SHARES
1. Introduction
Shareholders are advised that Oceana has entered into an agreement with Brimstone
Investment Corporation Limited (“Brimstone”) and Newshelf 1064 (RF) Proprietary Limited
(“Newshelf”) (a subsidiary of Brimstone) (“the Call Option Agreement”) in terms whereof
Newshelf irrevocably grants to Oceana (and/or any of its subsidiaries) the option (the “Call
Option”), in the event of certain share cover ratios being triggered, to repurchase or
purchase from Newshelf, upon written notice by the Company to Newshelf, shares in the
Company (“the Repurchase”) at their then current market value (being the then current daily
volume weighted average price traded on the JSE) per share at the time of the exercise of
the Call Option and upon the terms and conditions as set out below, subject to compliance
with the Company’s memorandum of incorporation, the provisions of the Companies Act,
2008 (Act 71 of 2008), as amended and the Listings Requirements of the JSE Limited
(“JSE”) (as they may be amended from time to time).
Any exercise of the option by the Company will be for 5% (five per cent) or less of the
company's issued shares. Any exercise of the option by the Company's subsidiaries will be
for 10% (ten per cent) of the Company's issued shares, less treasury shares already held
by subsidiaries of the Company, or for less shares in the Company.
Shareholders eligible to vote will be requested to approve a special resolution authorising
the Company to enter into the Call Option Agreement and authorising the Company to
exercise the Call Option if it elects to do so (“the Special Resolution”). The Special
Resolution will be proposed at the Company’s Annual General Meeting of which the salient
dates and times are set out below.
2. Rationale and terms
Effective during October 2012 Newshelf refinanced its holding of 8.5 million shares in the
Company which it originally acquired in December 2011.
The Newshelf refinancing agreement is subject to customary share cover covenants in
favour of The Standard Bank of South Africa Limited (“SBSA”) and gives Oceana the right to
exercise the Call Option over the shares under certain limited circumstances. Oceana
requires prior approval from its shareholders for the Repurchase as the Call Option must be
exercised within two business days of notification by SBSA. Such authority must therefore
be in place to enable Oceana to exercise the Call Option should it elect to do so. Should the
Call Option become exercisable and Oceana elect to exercise same it would limit the
dilution of Oceana’s black shareholding which may otherwise occur.
Newshelf is a related party to Oceana in terms of the Listings Requirements of the JSE. If
the Call Option is exercised, the price payable per share will be the volume weighted
average price at which the Company’s shares are traded on the JSE on the day immediately
prior to the exercise of the Call Option, but if the Repurchase would result in shares being
purchased from Newshelf at a premium to the weighted average traded price of such shares
measured over the 30 (thirty) business day period prior to the date of the Repurchase, then
the board of directors of Oceana will obtain a fairness opinion from an independent expert
acceptable to the JSE and shall advise the shareholders as to the fairness of the
Repurchase, insofar as shareholders of the Company (excluding Newshelf) are concerned.
3. Conditions precedent
The Call Option Agreement and Repurchase are subject to the Special Resolution being
passed by shareholders eligible to vote at the Annual General Meeting.
4. Salient dates and times
The Special Resolution and any further details will be included in the notice of Annual
General Meeting which will be posted to shareholders on or about the 21st December 2012.
The anticipated salient dates and times for the Annual General Meeting are set out below.
Record date for shareholders to receive the notice of
Annual General Meeting Friday, 14 December 2012
Last day to trade to be eligible to vote Friday, 1 February 2013
Record date for the Annual General Meeting Friday, 8 February 2013
Last day to receive forms of proxy no later than 14h00 Wednesday, 13 February 2013
Annual General Meeting to be held at 14h00 at 7th Floor, Thursday, 14 February 2013
Oceana House, 25 Jan Smuts Street
Publication of results of Annual General Meeting on the
Securities Exchange News Service of the JSE Thursday, 14 February 2013
Publication of results of Annual General Meeting in the
press Friday, 15 February 2013
Cape Town
7 November 2012
JSE Sponsor
The Standard Bank of South Africa Limited
Namibian Sponsor
Namibia Old Mutual Investment Services (Namibia) Proprietary Limited
Date: 07/11/2012 12:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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