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Results 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”)
RESULTS OF THE GENERAL MEETING OF OCEANA SHAREHOLDERS
RELATING TO THE ACQUISITION BY OCEANA OF THE ENTIRE ISSUED
SHARE CAPITAL OF DAYBROOK FISHERIES
1. Introduction
Further to the announcements dated 19 May 2015, 27 May 2015 and 15 June
2015 and the circular to Oceana shareholders (“Shareholders”) dated 15 June
2015 (“the Circular”) (using the terms defined therein unless otherwise stated),
Shareholders are advised that at the General Meeting held on 15 June 2015,
convened in terms of the notice of the General Meeting contained in the Circular,
the resolutions to approve, inter alia, the acquisition by Oceana of the entire
issued share capital of Daybrook Fisheries as a Category 1 transaction in terms
of the Listings Requirements, were passed by the requisite majority of
Shareholders.
2. Results of General Meeting
Details of the results of the voting are as follows:
Total issued share capital: 119 526 157
Total number of shares present/represented at the 103 802 394
General Meeting: being 90.7% of the total votable shares
Special Resolution number 1: Conversion of par value Oceana Ordinary Shares to
no par value Oceana Ordinary Shares
Shares voted For Against Abstentions#
103 802 394 103 802 394 Nil Nil
Special Resolution Number 2: Increase number of authorised Oceana Ordinary
Shares
Shares voted For Against Abstentions#
103 802 394 103 802 394 Nil Nil
Special Resolution Number 3: Amendments to Memorandum of Incorporation
Shares voted For Against Abstentions#
103 802 394 103 489 846 Nil 312 548
Special Resolution Number 4: Approval to issue 30% or more of the Company’s
issued Oceana Ordinary Shares
Shares voted For Against Abstentions#
103 802 394 103 802 394 Nil Nil
Special Resolution Number 5: Authorisation to exclude holders of Treasury
Shares from participating in the Rights Offer
Shares voted For Against Abstentions#
103 802 394 103 489 846 Nil 312 548
Ordinary Resolution Number 1: Approval of the Transaction as a Category 1
transaction
Shares voted For Against Abstentions#
103 802 394 103 802 394 Nil Nil
Ordinary Resolution Number 2: Placing Oceana Ordinary Shares under the
control of the directors for the specific purpose of the Rights Offer
Shares voted For Against Abstentions#
103 802 394 103 802 394 Nil Nil
Ordinary Resolution Number 3: General authorising resolution
Shares voted For Against Abstentions#
103 802 394 103 802 394 Nil Nil
It is anticipated that the closing date for the Transaction will be on or about
22 July 2015, following the fulfillment of all the Conditions.
Cape Town
15 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
Date: 15/07/2015 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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