OCEANA GROUP LIMITED - Voluntary announcement and withdrawal of cautionary announcement

Voluntary announcement and withdrawal of cautionary announcement

Oceana Group Limited
Incorporated in the Republic of South Africa
(Registration Number 1939/001730/06)
JSE Share Code: OCE
NSX Share Code: OCG
ISIN Number: ZAE000025284
("Oceana" or "the Group")


Voluntary announcement relating to the acquisition of the fishing division of
Foodcorp Proprietary Limited (“Foodcorp”) and withdrawal of cautionary announcement


Introduction
Shareholders are referred to the cautionary announcement dated Wednesday, 27 March
2013 and the further cautionary announcement dated Thursday, 9 May 2013 and are
advised that Oceana is pleased to announce that it has concluded Heads of Agreement
with Foodcorp for the acquisition by Oceana of the fishing division of Foodcorp
(“Foodcorp Fishing Division”)(“the Transaction”).

Rationale
The Transaction is in line with Oceana’s strategy to acquire additional fishing
rights and to pursue growth in its existing areas of activity.

Description of the primary business of Foodcorp Fishing Division
The Foodcorp Fishing Division is active in three sectors of the South African fishing
industry. The largest business is in the small pelagic sector and includes pilchard
and anchovy fishing rights, purse seine vessels, a canning and fishmeal processing
facility and the Glenryck trademark for canned pilchards (“the Glenryck Trademark”).
Hake deep sea trawl is the second largest business and comprises fishing rights, deep
sea trawlers and on-shore processing facilities. Specifically excluded from the
Transaction are the west coast rock lobster and hake long-line fishing rights of the
Foodcorp Fishing Division.

The Transaction would increase the Group’s South African fishing rights in pilchard
from an allocation of 14.3% of the Total Allowable Catch to 25.6%, in anchovy from
16.8% to 24.7% and in hake deep sea trawl from 4.0% to 8.8%.

The Foodcorp Fishing Division will be acquired as a going concern, including all
assets detailed above and all working capital and employees but excluding any
taxation related assets or liabilities.

Transaction Structure
In order to meet the requirements of the Marine Living Resources Act, No 18 of 1998
(“MLRA”) and the Policy for the Transfer of Commercial Fishing Rights, Oceana has
entered into a Heads of Agreement with Ulwandle Fishing (Proprietary) Limited
(“Ulwandle”), a black owned fishing company, to form a consortium to acquire the
pelagic and deep sea trawl hake fishing rights and businesses of Foodcorp Fishing
Division in two entities, each with a 75% Oceana and 25% Ulwandle shareholding. It is
intended that Ulwandle will have the right to increase its shareholding to 30% within
3 (three) months of the effective date of the Transaction.

Purchase Consideration
The purchase consideration for 100% of the Transaction value amounts to R445.0
million (four hundred and forty five million rand) subject to a net asset value
adjustment not exceeding R25.0 million (twenty five million rand), accordingly
resulting in a total possible purchase consideration of R470.0 million (four hundred
and seventy million rand) (“the Purchase Consideration”).

Settlement of the Purchase Consideration will be funded by bank facilities and
available cash resources.

Key Terms
Among other conditions, the Transaction is subject to the following material
conditions precedent:

  Transfer of the fishing rights acquired being approved by the Department of
  Agriculture, Forestry and Fisheries in terms of section 21 of the MLRA, without
  conditions or with conditions acceptable to Foodcorp and Oceana;
  Approval by the Competition Authorities, in terms of the Competition Act, of the
  Transaction, without conditions or with conditions acceptable to Foodcorp and
  Oceana;
  Conclusion of a formal agreement containing detailed terms of the Transaction; and
  Consent by counterparties to the cession and assignment of Foodcorp’s rights and
  obligations in material contracts.

The effective date of the Transaction will be the first business day of the month
immediately following the month during which the Transaction becomes unconditional.

It is the intention of Oceana to enter into an agreement to dispose of the Glenryck
Trademark should the Transaction become unconditional. Should Oceana not be
successful in disposing of the Glenryck Trademark then Foodcorp will have the
alternative to retain the Glenryck Trademark and reduce the purchase consideration
accordingly or alternatively cause the Transaction to fail.

Categorisation
In terms of the Purchase Consideration, the Transaction falls below the threshold of
a categorised transaction in terms of the Listings Requirements of the JSE Limited
(“JSE”). The board of directors of Oceana however deemed it appropriate to provide
shareholders with the salient features of the Transaction.

Withdrawal of cautionary announcement
Shareholders are advised that following the release of the information contained in
this announcement, caution is no longer required to be exercised by shareholders when
dealing in Oceana’s securities.


Cape Town
4 June 2013

Investment bank and JSE Sponsor:   The Standard Bank of South Africa Limited

NSX Sponsor:   Old Mutual Investment Services (Namibia) Proprietary Limited

Legal advisor:   Edward Nathan Sonnenbergs

Date: 04/06/2013 03:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.