OCEANA GROUP LIMITED - Update announcement in respect of the acquisition by Oceana of the entire issued share capital of Daybrook Fisheries

Update announcement in respect of the acquisition by Oceana of the entire issued share capital of Daybrook Fisheries

                          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”)



UPDATE ANNOUNCEMENT IN RESPECT OF THE ACQUISITION BY OCEANA OF THE ENTIRE ISSUED SHARE CAPITAL 
OF DAYBROOK FISHERIES


1. INTRODUCTION


  Shareholders of Oceana (“Oceana Shareholders”) are referred to the
  announcements dated 19 May 2015, 27 May 2015 and 15 June 2015 and the
  circular posted to Oceana Shareholders on 15 June 2015 (“the Circular”), relating
  to the indirect acquisition by Oceana of the entire issued share capital of
  Daybrook Fisheries, Inc. 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. PROGRESS UPDATE ON FUNDING AGREEMENTS


  Oceana Shareholders are advised that funding agreements between The
  Standard Bank of South Africa Limited and Oceana relating to the term funding
  as detailed in the Circular, have been entered into and are available for
  inspection at the Company's registered office at 7th Floor, Oceana House, 25 Jan
  Smuts Street, Foreshore, Cape Town, 8001.


  In addition, Oceana Shareholders are hereby notified that Oceana's board of
  directors adopted resolutions contemplated by sections 45(2) and 45(3) of the
  Companies Act, 71 of 2008, authorising Oceana to provide financial assistance to
  persons who are related or inter-related to Oceana, in terms of (i), the aforesaid
  funding agreements (as parent company and guarantor); and (ii) an amendment
  to the General Banking Facility referred to in Annexure 6 of the Circular,
  increasing the facility limit to ZAR435,000,000 (as guarantor).


Cape Town
8 July 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

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