Wrap Text
Detailed Terms Announcement Relating To Oceana’s New Broad-Based Black Economic Empowerment Transaction
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”)
DETAILED TERMS ANNOUNCEMENT RELATING TO OCEANA’S NEW BROAD-BASED BLACK ECONOMIC EMPOWERMENT TRANSACTION
Highlights:
• A new BEE Transaction that will broaden equity ownership among both Oceana employees and
strategic black partners, estimated at approximately R570 million in value.
• Continued longstanding commitment by Oceana to promote broad-based black economic
empowerment in South Africa as the existing Oceana Empowerment Trust commences its
unwinding process in January 2021.
• All Eligible Employees will receive the same number of Rights, regardless of the length of service
or level of seniority within the Oceana group.
• 10-year transaction term with equal vesting in years 8, 9 and 10.
• Funded through notional vendor financing provided by Oceana at a highly cost-effective funding
rate of 75% of prime.
• Notional discount of 5% to market value, on the subscription shares.
• Specific repurchase of shares from the existing Oceana Empowerment Trust to mitigate against
the dilution of existing Oceana shareholders as a result of the BEE Transaction.
1. INTRODUCTION AND BACKGROUND
During 2006, Oceana facilitated a broad-based black economic empowerment (“B-BBEE”) ownership
transaction the terms of which included The Oceana Empowerment Trust (“OET”) (previously known as
the “Khula Trust”) acquiring an effective 12.4% (at the time) shareholding in the issued shares of the
Company. OET, with a current effective 10.3% shareholding in the Company, will commence with its
unwinding process in 2021, given that the lock-in period applicable to it expires on 15 January 2021.
Accordingly, Oceana is proposing a new B-BBEE transaction at the listed company level (the “BEE
Transaction”) to continue with the Company’s longstanding commitment to promote B-BBEE in South
Africa.
The BEE Transaction will comprise two components, namely:
• an employee component for the benefit of South African citizens in the full-time employ of
Oceana or any of Oceana’s wholly owned subsidiaries and such other subsidiaries of Oceana
(as such terms are defined in the Companies Act) from time to time which were or are
incorporated in South Africa under the Companies Act (including group executive directors),
which, through a trust established for the sole purpose of holding ordinary shares in Oceana
(“Oceana Shares”) on behalf of employees (the “Employee Trust”), will acquire Rights in
respect of 6.0% of issued Oceana Shares, hereinafter referred to as the “Employee
Transaction”; and
• a black owned small and medium enterprise (“Stakeholder”) component, for the benefit of
eligible strategic black partners of Oceana and community based organisations which, through
a trust established for the sole purpose of holding Oceana Shares on behalf of Stakeholders
(the “Stakeholder Trust”), will acquire Rights in respect of 0.5% of issued Oceana Shares,
hereinafter referred to as the “Stakeholder Transaction”.
The Employee Trust and the Stakeholder Trust are collectively referred to as the “BEE Trusts”.
2. RATIONALE FOR THE BEE TRANSACTION
With OET set to commence its unwinding process in 2021, whereby the beneficiaries of the OET may
elect to have the Oceana Shares underlying their rights and held by OET distributed to them or sold and
the cash proceeds paid to them, Oceana is proposing the BEE Transaction in order to continue its
longstanding commitment to promote B-BBEE, to continue to play a meaningful role in the
transformation of the fishing industry in South Africa and to protect and optimise its commercial fishing
rights, a key strategic imperative for Oceana.
The BEE Transaction is guided by the following key principles:
• broaden equity ownership among employees and selected strategic black partners, thereby
promoting the sustained success of Oceana for the benefit of stakeholders;
• promote the interests of employees and selected strategic black partners;
• maintain and promote sound employment relations and attract, empower and retain employees on
an on-going basis;
• maintain and promote sound joint venture or contractual relations and attract, empower and retain
black joint-venture and supply partners on an on-going basis;
• promote good relations with other entities in the fishing industry, and in the communities where
Oceana operates; and
• substantially preserve the Company’s current B-BBEE ownership level by ensuring that black
ownership is not materially diluted through the unwind of OET during 2021.
Following the implementation of the BEE Transaction the Company’s B-BBEE ownership is expected to
continue to exceed 80% and it is anticipated that the Company will remain a level 1 contributor on their
scorecard.
2.1 The key features of the BEE Transaction are summarized in the table below:
Employee Transaction Stakeholder Transaction
BEE Transaction size (% of 6.0% 0.5%
issued Oceana Shares)
BEE Transaction value
(R’m)(pre discount)
525 44
assumed R67 per share notional
issuance price
Number of Subscription Shares 7 825 908 652 159
Discount 5% 5%
Notional Funding rate 75% of prime (floating) 75% of prime (floating)
Trickle dividend 25% 25%
Term 10 years 10 years
Liquidity events 1/3 equally in years 8,9,10 1/3 equally in years 8,9,10
Estimated number of 2 851 15
participants
3. KEY TERMS OF THE OET SPECIFIC REPURCHASE TRANSACTION
3.1 Repurchase of Oceana Shares held by OET
In order to mitigate against the dilution of existing Oceana shareholders as a result of the Oceana
Shares to be issued as a part of the BEE Transaction, Oceana will repurchase a maximum of
8 478 067 Oceana Shares (currently 6.5% of the total issued Oceana Shares), or such lesser
number of Oceana Shares from OET as OET is legally entitled to transfer to Oceana (“OET
Repurchase Shares”) (“OET Specific Repurchase”). Any reduction to the maximum number of
Oceana Shares to be repurchased from OET will be as a result of the beneficiaries of OET electing
to have Oceana Shares distributed to them in accordance with the terms of the trust deed
constituting the OET (“OET Trust Deed”) and/or failing to communicate any election in respect
thereof to the trustees of the OET before the implementation of the OET Specific Repurchase.
The repurchase price per OET Repurchase Share is R67.90, being the weighted average traded
price (“VWAP”) over the previous 30 completed trading days on the JSE ended on the date before
Oceana and OET signed the agreement concluded to give effect to the OET Specific Repurchase
(“OET Repurchase Agreement”).
3.2 Settlement of the repurchase consideration due in terms of the OET Specific Repurchase
Oceana and various members of the Oceana group have vested rights to distributions from OET
calculated in terms of a formula contained in the OET Trust Deed. This formula references the initial
capital contributions made by Oceana and various members of the Oceana group to fund the OET’s
acquisition of Oceana Shares at the inception of the employee share ownership scheme
(implemented by way of the OET), as well as subsequent capital contributions made on extension
of the OET’s term in 2014, increasing by an interest factor and reducing as and when dividends are
paid in respect of Oceana Shares. The amount calculated in terms of this formula shall be confirmed
between Oceana and the OET in terms of the OET Repurchase Agreement (“Agreed OET
Balance”).
As part of the OET Specific Repurchase, all members of the Oceana group who are currently vested
beneficiaries of OET will cede their vested rights to a portion of the Agreed OET Balance, to Oceana
itself. This cession will create intra-group loan obligations between Oceana and these members of
the Oceana group.
The relevant proportion of the Agreed OET Balance, being that portion owing by only those OET
beneficiaries whose Oceana Shares are acquired by Oceana in the OET Specific Repurchase, will
be set off against the aggregate repurchase price payable by Oceana to OET for the acquisition of
the OET Repurchase Shares. To the extent that the Oceana Shares will be sold to meet these
obligations, the OET Specific Repurchase avoids the need to sell Oceana Shares in the market,
and in the opinion of the Company, provides more certainty as regards the market related price to
be achieved for those Oceana Shares.
The balance of the repurchase price due by Oceana to OET in respect of the OET Specific
Repurchase will be funded by way of available cash, subject to any consideration settled by way of
the set-off arrangement described above. As part of the OET unwinding process, any remaining
portion of the Agreed OET Balance that is not set-off, will be repaid to Oceana as OET receives
elections from beneficiaries electing to have the Oceana Shares underlying their rights distributed
to them or sold in accordance with the terms of the OET Trust Deed post the OET Specific
Repurchase transaction.
3.3 Conditions precedent to the OET Specific Repurchase
The implementation of:
• the OET Specific Repurchase in respect of the repurchase of OET Repurchase Shares
required to issue the Trust Shares to the Employee Trust is subject to (i) sufficient OET
beneficiaries making the necessary elections to enable OET to sell a minimum of 6 521
590 Oceana Shares; (ii) the requisite board, shareholder and regulatory approvals being
obtained as set out in the Circular and notice of the general meeting; and (iii) no
shareholders or no more than 1% of shareholders objecting to the OET Specific
Repurchase and exercising their appraisal rights as set out in the Circular; and
• the OET Specific Repurchase in respect of the repurchase of OET Repurchase Shares
required to issue the Trust Shares to the Stakeholder Trust is conditional on (i) the OET
Specific Repurchase in respect of the repurchase of OET Repurchase Shares required to
issue the Trust Shares to the Employee Trust and the Stakeholder Trust becoming
unconditional and being implemented; (ii) the requisite board, shareholder and regulatory
approvals being obtained as set out in the Circular and notice of the general meeting; and
(iii) no shareholders or no more than 1% of shareholders objecting to the OET Specific
Repurchase and exercising their appraisal rights as set out in the Circular.
• Following the fulfilment of the conditions precedent and the implementation of the OET
Specific Repurchase, application will be made to the JSE for the delisting of the OET
Specific Repurchase Shares, which Oceana Shares will be cancelled as issued Oceana
Shares and reinstated as authorised but unissued Oceana Shares.
4. KEY TERMS OF THE BEE TRANSACTION
4.1 Issue of Oceana Shares
The BEE Transaction comprises the Employee Transaction and the Stakeholder Transaction in
terms of which the Employee Trust and Stakeholder Trust will subscribe for 7 825 908 and 652 159
Oceana Shares, representing 6.0% and 0.5% of the issued Oceana Shares respectively (the “Trust
Shares”). The Company will issue the Trust Shares to the BEE Trusts for cash at a nominal amount
of R0.01 per Trust Share on the date of implementation of the BEE Transaction, being the date the
Company issues the Trust Shares to the BEE Trusts (the “Effective Date”). Beneficiaries of the
BEE Trusts will be allocated vested rights to participate in the net income and, if applicable, the net
capital proceeds and Trust Shares (upon their distribution) (“Rights”) of the BEE Trusts. Every 1
(one) Right allocated to a beneficiary of the BEE Trusts is represented by 1 (one) Trust Share,
which ratio shall be maintained at all times.
4.2 Term of the BEE Transaction
The term of the BEE Transaction will be 10 years with equal vesting of Rights in years 8, 9 and 10
from the Effective Date (“Term”). Beneficiaries of the Employee Trust and Stakeholder Trust will
receive their allocation split equally between Class A, Class B, and Class C Rights which will vest
in years 8, 9 and 10 respectively. The BEE Trusts will be restricted in their ability to pledge,
encumber, dispose of, enter into any agreement with respect to the voting rights attached to the
Oceana Shares held by the BEE Trusts for the Term of the BEE Transaction.
4.3 Funding the BEE Transaction
The BEE Transaction will be funded by way of notional vendor funding (“NVF”) at an effective rate
of 75% of the prime lending rate over the Term of the BEE Transaction. The reference price for
calculating the NVF quantum will be the 30-day VWAP of an Oceana Share as at the Effective
Date, less a 5% notional discount.
4.4 Dividends
Before the end of the Term, the BEE Trusts shall only be entitled to receive an amount equal to
25% of any distributions which Oceana declares or issues, with the right to receive the balance of
such distributions (i.e. 75%) being suspended and taken into account in the Repurchase Formula
(as detailed below).
If any amount from any source whatsoever is received by the BEE Trusts in respect of the BEE
Trusts’ holding of Trust Shares that have been allocated to beneficiaries, the trustees will determine
(and distribute, if appropriate), after applying that income to any applicable costs and taxes, any
amounts that are available for distribution as net income to the beneficiaries pro rata to their
allocated Rights at that time.
4.5 Repurchase of Oceana Shares
Unless an event occurs which allows Oceana to implement the Accelerated Repurchase (as set
out below) the Company will be entitled to repurchase the Trust Shares held by the BEE Trusts
(the “BEE Transaction Repurchase”) underlying the:
• Class A Rights on the 8th anniversary of the Effective Date;
• Class B Rights on the 9th anniversary of the Effective Date; and
• Class C Rights on the 10th anniversary of the Effective Date.
The BEE Transaction Repurchase will be implemented according to the formula as set out below
(the “Repurchase Formula”).
Pursuant to the NVF, on the date of each relevant BEE Transaction Repurchase, Oceana will be
entitled to repurchase the relevant Trust Shares as calculated per the Repurchase Formula (the
“Repurchase Shares”) (including on an Accelerated Repurchase):
RS = = [N x MV1 x (1 + R)^T1] – D
MV2
Where:
RS = the number of Repurchase Shares; provided that RS may not exceed the number
of Rights of the Class in question which are the subject of that Repurchase, or the
total number of Trust Shares held by the Trust on the implementation of the
Accelerated Repurchase and shall be limited to such number;
N = the respective number of Trust Shares underlying the Rights of the Class in
question which are the subject of that Repurchase, or the total Trust Shares held
in the event of an Accelerated Repurchase;
MV1 = 95% of the Market Value1 per Oceana Share, calculated up to (and including) the
Business Day prior to the date upon which the BEE Trusts subscribe for the Trust
Shares (“Subscription Date”);
R = a percentage equal to 75% of the Prime Rate applied on a compound escalation
basis and not a simple escalation basis (“Escalation Factor”);
T1 = number of complete years from (and including) the First Effective Date to (but
excluding) the date of the relevant Repurchase, provided that the final period may
be a partial period, expressed as a decimal fraction, and determined as the
number of days from (and including) the relevant anniversary of the Subscription
Date to the relevant calculation date;
D = the cumulative sum of all amounts in respect of which a relevant Right in relation
to a Trust Share which is the subject of that Repurchase and held by the BEE
Trust has been suspended, as contemplated in clause 4 of the Subscription
Agreement, multiplied by the number of Trust Shares which are the subject of that
Repurchase plus (without double counting) the Market Value of any suspended
Capitalisation Shares attributable to the number of Trust Shares which are the
subject of that Repurchase, calculated up to the Business Day prior to the date of
the relevant Repurchase, all increased by the Escalation Factor from (and
including) the date that each payment would have occurred to (but excluding) the
date of the relevant Repurchase;
MV2 = the Market Value1 per Share calculated up to the Business Day prior to (but
excluding) the date of the relevant Repurchase.
Note: Market Value means the 30-day VWAP of an Oceana Share traded on the JSE as at the close of trading on
the date that is the last Business Day prior to the relevant calculation date
Following the relevant BEE Transaction Repurchase, the Repurchase Shares acquired by Oceana
will be cancelled as issued Oceana Shares and restored to the status of authorised and unissued
shares in Oceana. The Company will, if applicable at that point, make application to the JSE for the
cancellation and delisting of the Repurchase Shares acquired by Oceana.
4.6 The Accelerated Repurchase
Oceana will be entitled, at its discretion, to accelerate the BEE Transaction Repurchase of the Trust
Shares (the “Accelerated Repurchase”) under the following circumstances:
• the occurrence of a corporate action or event that affects the holders of Oceana Shares in
terms of entitlements or notifications as such term is defined in the JSE Listing
Requirements from time to time (“Corporate Action or Event”);
• an offer (including a scheme of arrangement) is made to shareholders to acquire all or a
part of their Oceana Shares;
• the declaration of any extraordinary distributions;
• a change in control of Oceana;
• the Company making an application for the delisting of its Oceana Shares from the JSE;
• a negative change in the B-BBEE score of Oceana or the BEE Trusts which is not
addressed by the BEE Trusts to the satisfaction of the Company;
• a breach of the trust deeds constituting the BEE Trusts or any agreements entered into
between the Company and the BEE Trusts; and
• the passing of a resolution for or the briefing of an attorney to commence steps for the
provisional sequestration of the BEE Trusts.
If Oceana, in its discretion, determines that the BEE Trusts will not enjoy the same approximate
economic benefit (that is expected to have resulted for the BEE Trusts and their beneficiaries at
the expiry of the Term) as a result of a Corporate Action or Event, Oceana may propose
adjustment/s to the Repurchase Formula to ensure that the BEE Trusts will enjoy the same benefits
following the expiry of the Term and after the implementation by Oceana of the Repurchase absent
the relevant Corporate Action or Event.
4.7 Employee Transaction beneficiaries
Oceana employees who are South African citizens in the full-time employ of any member of the
Oceana group (“Eligible Employee”) on the Effective Date will receive an allocation of Rights in
the Employee Trust, such number of Rights the extent of which is determined with reference to a
number of Trust Shares upon acceptance and which shall at the time of allocation be in the ratio of
1 (one) Right to 1 (one) Trust Share (“Allocation”). All Eligible Employees will receive the same
number of Rights, regardless of the length of service or level of seniority within the Oceana
group.
The estimated number of Eligible Employees at the Effective Date is 2 851. Allocations will be made
from time to time (but no more than once a year) up to and including year 6 of the Term of the BEE
Transaction. Any further Allocations to new Eligible Employees after the first Allocation will be
subject to the new Eligible Employee being in continuous employment with any member of the
Oceana group for at least 3 months prior to the Allocation.
4.8 Stakeholder Transaction beneficiaries
Stakeholders who have been selected by an allocation committee, in their discretion, to participate
in the Stakeholder Transaction and are South African Revenue Services compliant, whose
constitutional documents are satisfactory to the allocation committee and which meet, inter alia, the
following criteria:
• at least 80% of exercisable voting rights and economic interest is held and beneficially
owned by (or, in the case of a category D or category E SME, for the benefit of) black
people; and
• is an SME and falls into one of the following categories:
o category A: holders of long-term fishing rights issued by the Department of
Environment, Forestry and Fisheries in terms of section 18 of the Marine Living
Resources Act, 1998 (“Fishing Rights”) that are legal entities incorporated under
the Companies Act, 2008 (“Companies Act”) (or its predecessor) or the Close
Corporations Act, 1984 (“Close Corporations Act”) and that prior to the Effective
Date (i) have an existing long-term material joint venture or contractual relationship
with a member of the Oceana group, (ii) provide a service to a member of the
Oceana group in terms of the aforementioned contractual relationship or a
separate written services agreement, and (iii) whose identity is acceptable to
Oceana for the purposes of the Stakeholder Trust; or
o category B: Fishing Rights holders that are legal entities incorporated under the
Companies Act (or its predecessor) or the Close Corporations Act and that prior to
the Effective Date (i) do not have an existing long-term material joint venture or
contractual relationship with a member of the Oceana group but who wish to enter
into a long-term joint venture or contractual relationship with a member of the
Oceana group, (ii) provide a service to a member of the Oceana group in terms of
a written services agreement, and (iii) whose identity is acceptable to Oceana for
the purposes of the Stakeholder Trust; or
o category C: new entrants allocated Fishing Rights in the 2020/2021 fishing rights
allocation process that are legal entities incorporated under the Companies Act (or
its predecessor) or the Close Corporations Act and who (i) enter into a long-term
joint venture or contractual relationship with a member of the Oceana group, (ii)
provide a service to a member of the Oceana group in terms of the aforementioned
contractual relationship or a separate written services agreement, and (iii) whose
identity is acceptable to Oceana for the purposes of the Stakeholder Trust; or
o category D: the Oceana Maritime Academy, established to develop scarce and
critical skills in the South African maritime industry, particularly the small-scale
fishing sector; or
o category E: Community based organisations established to promote the welfare
and the economic and social development of fishing and coastal communities in
South Africa whose identity is acceptable to Oceana for the purposes of the
Stakeholder Trust,
provided that at least 85% of the value of the benefits under the Stakeholder Transaction
shall be allocated to and/or accrue to black people.
(“Eligible SME”).
The estimated maximum number of Eligible SME’s at the Effective Date is 15.
4.9 Conditions precedent to the BEE Transaction
The implementation of:
• the Employee Transaction is subject to (i) the OET Specific Repurchase in respect of the
repurchase of OET Repurchase Shares required to issue the Trust Shares to the Employee
Trust becoming unconditional and being implemented; and (ii) Oceana obtaining all
relevant shareholder approvals required in order to implement the Employee Transaction,
as set out in the notice of general meeting; and
• the Stakeholder Transaction is subject to (i) the OET Specific Repurchase in respect of the
repurchase of OET Repurchase Shares required to issue the Trust Shares to the Employee
Trust and the Stakeholder Trust becoming unconditional and being implemented; and (ii)
Oceana obtaining all the relevant shareholder approvals required in order to implement the
Stakeholder Transaction, as set out in the notice of general meeting.
5. PRO FORMA FINANCIAL EFFECTS OF OET SPECIFIC REPURCHASE AND THE BEE TRANSACTION
The tables below set out the pro forma financial effects of the OET Specific Repurchase and BEE
Transaction on, inter alia, Oceana’s net asset value per share, net tangible asset value per share, basic
earnings per share, diluted basic earnings per share, headline earnings per share and diluted headline
earnings per share based on the most recently published audited consolidated annual financial
statements of Oceana for the year ended 30 September 2020.
The pro forma financial effects have been prepared using accounting policies that comply with IFRS and
that are consistent with those applied in the published audited consolidated annual financial statements
of Oceana for the year ended 30 September 2020.
The pro forma financial effects are the responsibility of the directors of Oceana. The pro forma financial
effects have been prepared for illustrative purposes only and may not, because of their nature, fairly
present Oceana’s financial position, changes in equity and results of its operations or cash flows nor the
effect and impact of the OET Specific Repurchase and the BEE Transaction going forward. The pro
forma financial effects have been prepared to illustrate the impact of the OET Specific Repurchase and
the BEE Transaction on the published financial information of Oceana for the year ended 30 September
2020, based on the assumption that the OET Specific Repurchase and the BEE Transaction took place
on 1 October 2019 for the purposes of the pro forma consolidated statement of comprehensive income
and on 30 September 2020 for the purposes of the pro forma consolidated statement of financial
position. The pro forma financial effects do not purport to be indicative of what the financial results would
have been, had the OET Specific Repurchase and the BEE Transaction been implemented on a different
date.
The detailed pro forma financial effects and the independent reporting accountants’ report will be
included in the Circular.
The estimated economic cost of the BEE Transaction for the Company and Oceana Shareholders is
sensitive to the Oceana Share price based on the 30-day VWAP used to determine the issuance price
of Oceana Shares to the Employee Trust and the Stakeholder Trust. As the issuance price of Oceana
Shares to the Employee Trust and the Stakeholder Trust will be determined on implementation of the
BEE Transaction, this poses uncertainty on the issuance price to be used and ultimately the estimated
economic cost of the BEE Transaction, and therefore three price scenarios have been presented in the
pro forma financial information as summarised below:
a) Scenario 1 – R62 issuance price per Oceana Share
Summarised pro forma financial effects calculated on an assumed 30-day VWAP of R62.00 per Oceana
Share for the purposes of determining the issuance price of shares to the Employee Trust and the
Stakeholder Trust.
Audited before Pro forma after the
the OET Specific OET Specific
Repurchase and Repurchase and
The BEE The BEE Percentage
Transaction Transaction change
(cents) (cents) (%)
Based on 30 September 2020 (A) (B) (B/A)
Basic earnings per share 650.9 587.0 (9.8)
Diluted basic earnings per share 603.3 585.0 (3.0)
Headline earnings per share 628.4 565.5 (10.0)
Diluted headline earnings per
share 582.5 563.5 (3.3)
Net asset value per share 4 965.6 4 630.8 (6.7)
Net tangible asset value per
share # 331.9 183.9 (44.6)
Weighted average number of
Oceana Shares in issue (millions) 116 863 121 818 4.2
Weighted average diluted
number of Oceana Shares in
issue (millions) 126 087 122 242 (3.0)
Number of Oceana Shares in
issue net of treasury shares
(millions) 116 747 121 649 4.2
- Total number of Oceana
Shares in issue (millions) 130 432 130 432 0.0
- Treasury shares held by
BEE Trusts (millions) 13 380 8 478 (36.6)
- Treasury shares held by
Oceana subsidiaries and
share scheme 305 305 0.0
# Net tangible asset value is calculated as net asset value attributable to the owners of the parent, less the value
of goodwill, other intangible assets and deferred tax assets attributable to the owner of the parent.
The changes in the issuance price of Oceana Shares to the Employee Trust and the Stakeholder Trust
in scenario’s 2 and 3, only impact the basic earnings per share, diluted basic earnings per share,
headline earnings per share and diluted headline earnings per share as set out below.
b) Scenario 2 – R67 issuance price per Oceana Share
Summarised pro forma financial effects calculated on an assumed 30-day VWAP of R67.00 per Oceana
Share for the purposes of determining the issuance price of Oceana Shares to the Employee Trust and
the Stakeholder Trust.
Audited before Pro forma after the
the OET Specific OET Specific
Repurchase and Repurchase and
The BEE The BEE Percentage
Transaction Transaction change
(cents) (cents) (%)
Based on 30 September 2020 (A) (B) (B/A)
Basic earnings per share 650.9 585.1 (10.1)
Diluted basic earnings per share 603.3 583.0 (3.4)
Headline earnings per share 628.4 563.6 (10.3)
Diluted headline earnings per
share 582.5 561.6 (3.6)
c) Scenario 3 – R72 issuance price per Oceana Share
Summarised pro forma financial effects calculated on an assumed 30-day VWAP of R72.00 per Oceana
Share for the purposes of determining the issuance price of Oceana Shares to the Employee Trust and
the Stakeholder Trust.
Audited before Pro forma after the
the OET Specific OET Specific
Repurchase and Repurchase and
The BEE The BEE Percentage
Transaction Transaction change
(cents) (cents) (%)
Based on 30 September 2020 (A) (B) (B/A)
Basic earnings per share 650.9 583.1 (10.4)
Diluted basic earnings per share 603.3 581.1 (3.7)
Headline earnings per share 628.4 561.6 (10.6)
Diluted headline earnings per
share 582.5 559.7 (3.9)
6. OCEANA SHAREHOLDER SUPPORT FOR THE OET SPECIFIC REPURCHASE AND BEE TRANSACTION
The Company has received irrevocable undertakings from Brimstone Investment Corporation (25.01%)
and OET (10.26%) to vote their Oceana Shares, and such additional number of Oceana Shares as they
may hold at the time of the General Meeting, in favour of the ordinary and special resolutions at the
General Meeting required to implement the OET Specific Repurchase and the BEE Transaction (and in
the case of OET, the BEE Transaction only).
7. NOTICE OF GENERAL MEETING AND CIRCULAR TO OCEANA SHAREHOLDERS
A circular containing details of the OET Specific Repurchase and the BEE Transaction and a notice of
the general meeting to be conducted entirely by electronic participation at 14:00 on Tuesday, 23
February 2021 (“General Meeting”) will be posted to shareholders on or about Friday, 22 January 2021
(“Circular”). The Circular will also be made available on the Company’s website at
www.oceana.co.za/investors/circulars/.
8. OPINION OF DIRECTORS
As the OET Specific Repurchase involves the acquisition by Oceana of more than 5% of its shares in
issue, section 48(8)(b) of the Companies Act specifies that the OET Specific Repurchase is subject to
the requirements of sections 114 and 115 of the Companies Act. In terms of section 114(2) of the
Companies Act, as read together with Regulation 90 of the Companies Regulations, the Oceana Board
must retain an independent expert to compile a report on the OET Specific Repurchase.
PSG Capital Limited has been appointed as the independent professional expert (“Independent
Expert”) to consider the terms and conditions of the OET Specific Repurchase. The Independent Expert
report and fair and reasonable opinion will be included in the Circular. Given the inclusion of the
Independent Expert report (containing a fair and reasonable opinion of the Independent Expert), the
JSE has advised that a fairness opinion in terms of the JSE Listings Requirements is not required.
Having considered the terms and conditions of the OET Specific Repurchase the Independent Expert is
of the opinion that the OET Specific Repurchase is fair and reasonable to Oceana Shareholders.
9. TIMETABLE FOR THE OET SPECIFIC REPURCHASE AND THE BEE TRANSACTION
The anticipated timetable for implementation of the OET Specific Repuchase and the BEE
Transaction is set out below.
2021
Announcement setting out the terms of the OET Specific Repuchase and Friday, 15 January
the BEE Transaction released on SENS on
Record date to receive the Circular containing the Notice of General Friday, 15 January
Meeting on
Circular posted to Oceana Shareholders on Friday, 22 January
Last day to trade to be entitled to participate and vote at the General Tuesday, 9 February
Meeting on
Record date to be entitled to participate and vote at the General Meeting on Friday, 12 February
For administrative purposes, Oceana Shareholders requested (but not Friday, 19 February
required) to lodge forms of proxy (blue) with Computershare, by 14:00 on
General Meeting of Oceana Shareholders to be conducted entirely by Tuesday, 23 February
electronic communication at 14:00 on
Last date and time for Oceana Shareholders to give notice to Oceana Tuesday, 23 February
objecting to the OET Specific Repurchase in terms of section 164(3) of the
Companies Act, by 14:00 on:
Results of General Meeting released on SENS on Tuesday, 23 February
Results of General Meeting published in the South African press on Wednesday, 24 February
If the Conditions Precedent are fulfilled or waived (where capable of
waiver) and the OET Specific Repurchase is approved by Oceana
Shareholders at the General Meeting
Last day for Oceana Shareholders who voted against the OET Specific Tuesday, 2 March
Repurchase Resolution to require Oceana to seek Court approval for the
OET Specific Repurchase in terms of section 115(3)(a) of the Companies
Act, if at least 15% of the total votes of Oceana Shareholders at the
General Meeting were exercised against the OET Specific Repurchase
Resolution
Last day for Oceana Shareholders who voted against the OET Specific Tuesday, 9 March
Repurchase Resolution to apply to the Court for leave to apply for a review
of the OET Specific Repurchase in terms of section 115(3)(b) of the
Companies Act on
Last day for Oceana Shareholders, by reason of the adoption of the OET Wednesday, 24 March
Specific Repurchase Resolution, to make a demand to Oceana that
Oceana pay such dissenting Oceana Shareholders the fair value of all
Oceana Shares held by them, in terms of section 164(7) of the Companies
Act on
The following dates assume that no Court approval or review of the
OET Specific Repurchase is required
Compliance certificate to be received from the TRP on Wednesday, 24 March
Finalisation announcement released on SENS on Wednesday, 24 March
Finalisation announcement published in the South African press on Thursday, 25 March
Delisting application in respect of the OET Specific Repurchase Shares Friday, 26 March
lodged with the JSE on
Implementation (Settlement) Date (on or about) Tuesday, 30 March
OET Specific Repurchase Shares delisted from the JSE with effect from the Wednesday, 31 March
commencement of business on
Notes:
1. All dates and times are South African dates and South African standard times.
2. The dates and times may be changed by Oceana. Any change will be published on SENS.
3. If the General Meeting is adjourned or postponed, forms of proxy submitted for the initial General
Meeting will remain valid in respect of any adjournment or postponement of the General Meeting.
4. Oceana Shareholders should note that as transactions in Oceana Shares are settled in the
electronic settlement system used by Strate, settlement of trades takes place 3 (three) Business
Days after such trade. Therefore, Oceana shareholders who acquire Oceana Shares after
Tuesday, 9 February 2021 will not be eligible to vote at the General Meeting.
5. If you do not lodge or post the form of proxy to reach Computershare Investor Services Proprietary
Limited by the relevant time, you will nevertheless be entitled to have the form of proxy lodged
immediately prior to the proxy exercising his/her rights at the General Meeting with the
chairperson of the General Meeting.
10. RESPONSIBILITY STATEMENT
The Oceana Board accepts responsibility for the information contained in this announcement and
certifies that, to the best of their knowledge and belief, the information contained in this announcement
is true and nothing has been omitted which is likely to affect the importance of the information.
Cape Town
15 January 2021
Financial advisor and merchant bank
Rand Merchant Bank (a division of FirstRand Bank Limited)
M&A consultant
Masico Advisory Proprietary Limited
Legal and tax advisor
Edward Nathan Sonnenbergs Inc.
Reporting accountants
Deloitte & Touche
Independent Expert
PSG Capital Proprietary Limited
Sponsor
The Standard Bank of South Africa Limited
Date: 15-01-2021 04:03:00
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