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Declaration information relating to a renounceable rights offer of ZAR 1,200 million and 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: ZAE000025284
(“Oceana” or “the Company” or “the Group”)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA AND JAPAN,
OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
APPLICABLE LAW OR REGULATION
DECLARATION INFORMATION RELATING TO A RENOUNCEABLE RIGHTS OFFER OF
ZAR 1,200 MILLION AND CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders of Oceana (“Shareholders”) are referred to the announcements released on
the Stock Exchange News Service (“SENS”) of the JSE Limited (“JSE”) on 19 May 2015, 27
May 2015, 15 June 2015, 15 July 2015, 23 July 2015 and the circular posted to
Shareholders on 15 June 2015 (“the Circular”), relating to the indirect acquisition by Oceana
of the entire issued share capital of Daybrook Fisheries, Inc. (“Daybrook Fisheries”) (“the
Transaction”) for a purchase consideration of USD 382.3 million (ZAR 4,558 million).
The board of directors of Oceana (“the Board”) is pleased to announce that the Company
intends to raise a gross total of ZAR 1,200 million through a fully underwritten renounceable
rights offer ("the Rights Offer") for purposes of repaying an equity bridge facility (“the Equity
Bridge Facility”) provided and underwritten by The Standard Bank of South Africa Limited
(“Standard Bank”), subject to the satisfaction of the conditions precedent set out in
paragraph 3 below.
A further announcement setting out the full terms and finalisation information of the Rights
Offer will be released on or about Friday, 14 August 2015.
2. RATIONALE AND USE OF PROCEEDS
Oceana’s strategy includes the expansion of its operations internationally in order to
diversify its fishing rights and licences, fish species, operational geography and currency
exposure. Oceana had evaluated opportunities in both South Africa and the rest of Africa
and had not been able to identify assets of sufficient scale which also deliver the required
risk adjusted returns, in order to deliver on its expansion strategy.
Daybrook Fisheries presented an opportunity for Oceana to undertake a transformative
transaction and acquire access to a sustainable and well managed fishing resource in the
United States (“U.S.”). Based on Oceana and World Bank analyses, fishmeal demand is
increasing, primarily due to the aquaculture industry, which is one of the fastest growing
food production segments in the world. Demand for fishmeal and fish oil is increasing due
to rising global protein requirements, growing demand from aquaculture production as well
as inputs into pet food and pork production. Oceana expects this trend to continue in the
longer term.
Accordingly, the acquisition of Daybrook Fisheries in terms of the Transaction has added
significant fishmeal and fish oil exposure and diversification to Oceana’s product mix and
currency exposure, and created a significantly larger group with multi-country exposure. It
has also provided Oceana with a platform to explore further initiatives globally.
The Transaction, which was implemented on 22 July 2015, was funded, from among other
sources, the ZAR 1,200 million of funds under the Equity Bridge Facility.
Oceana explained in the Circular that it intended to commence an underwritten
renounceable rights offer to repay the drawdown of the Equity Bridge Facility, provided that
the resolutions in the notice of general meeting forming part of the Circular ("Resolutions")
were approved and registered with the Companies and Intellectual Property Commission
("CIPC") to the extent required.
As noted in the SENS announcement released on 15 July 2015, all of the Resolutions were
approved by the requisite majority of Shareholders. Shareholders are informed further that
the Commissioner of CIPC has confirmed that the relevant Resolutions requiring registration
have been accepted and placed on file.
In light of the foregoing and the enlarged Group’s capital structure, the Board has formed
the view that it is prudent to raise additional equity capital from qualifying Shareholders in
order to repay the funds that were drawn down under the Equity Bridge Facility to fund the
Transaction, and has accordingly announced the Rights Offer to raise approximately
ZAR 1,200 million.
In reaching this view, the Board has given due consideration to the continued
implementation of the enlarged Group’s strategy and the execution of the initiatives with
regard to Daybrook Fisheries. Further to these considerations, the Board believes it is in the
best interests of the Shareholders for Oceana to seek additional capital through a fully
underwritten Rights Offer.
All of the Directors having an interest in Oceana Shares intend to either follow all of their
Rights, or realise some of their Rights in order to assist them to follow the rest of their
Rights, under the Rights Offer.
* All USD figures have been converted at the R/USD exchange rate of 12.00
3. CONDITIONS PRECEDENT
The implementation of the Rights Offer is subject to the fulfilment of the following conditions
precedent:
- approval by the JSE of the circular relating to the Rights Offer ("the Rights Offer
Circular");
- approval by the JSE of the application for the listing of the Letters of Allocation
envisaged in terms of the Rights Offer and of the application for listing of any Rights
Offer shares (“Rights Offer Shares”) required for implementation of the Rights Offer on
the JSE; and
- any other relevant approvals required by the JSE.
4. EXCESS APPLICATIONS
Shareholders will have the right to apply for any excess Rights Offer Shares not taken up by
other shareholders subject to such rights being transferable upon renunciation of the Letters
of Allocation, and any such excess shares will be attributed equitably as described in the
Rights Offer Circular, taking cognisance of the number of shares and rights held by the
Shareholder just prior to such allocation, including those taken up as a result of the Rights
Offer, and the number of excess Rights Offer Shares applied for by such Shareholder.
5. SALIENT DATES AND TIMES OF THE RIGHTS OFFER
Subject to the fulfilment of the conditions precedent as set out in paragraph 3 above, the
proposed salient dates and times for the Rights Offer are set out below:
2015
Finalisation announcement released on SENS Friday, 14 August
Last Day to Trade in Oceana Shares in order to participate in the Rights
Offer Friday, 21 August
Listing and trading of Letters of Allocation on the JSE under JSE code:
"OCEN" and ISIN: ZAE000207957 Monday, 24 August
Oceana Shares commence trading on the JSE ex-Rights Offer entitlement Monday, 24 August
Rights Offer Circular and Form of Instruction posted to certificated
shareholders Tuesday, 25 August
Record Date for determination of Shareholders entitled to participate in
the Rights Offer Friday, 28 August
Dematerialised Shareholders will have their accounts at their Central
Securities Depository Participant (“CSDP”) or broker automatically
credited with their entitlement Monday, 31 August
Certificated Shareholders on the register will have their entitlement
credited to an electronic account held at Computershare Investor Services
Proprietary Limited (“Transfer Secretaries”) Monday, 31 August
Rights Offer opens at 09:00 Monday, 31 August
Rights Offer Circular posted to dematerialised shareholders (where
applicable) Tuesday, 1 September
Last Day to Trade Letters of Allocation on the JSE Friday, 4 September
Maximum number of Rights Offer Shares listed and trading therein
commences on the JSE Monday, 7 September
Rights Offer closes at 12:00 Friday, 11 September
Record date for Letters of Allocation ("Final Record Date") Friday, 11 September
Rights Offer Shares issued on or about Monday, 14 September
Dematerialised Shareholders’ accounts updated and debited by CSDP or
broker (in respect of entitlements to Rights Offer Shares) Monday, 14 September
Certificates posted to Certificated Shareholders (in respect of the Rights
Offer Shares) on or about Monday, 14 September
Results of Rights Offer announced on SENS Monday, 14 September
Results of Rights Offer announced in the South African and Namibian
Press Tuesday, 15 September
Refunds (if any) to certificated shareholders in respect of unsuccessful
excess applications made and share certificates posted to certificated
shareholders in respect of successful excess applications Wednesday, 16 September
Dematerialised shareholders’ accounts updated and debited by their
CSDP or broker (in respect of successful excess applications) Wednesday, 16 September
Notes:
1. All references to times are local times in South Africa. Any changes to these dates will be released on SENS.
2. Dematerialised shareholders are required to inform their CSDP or broker of their instructions in terms of the Rights Offer in the manner and time
stipulated in the agreement governing the relationship between the Shareholder and its CSDP or broker.
3. Share certificates may not be dematerialised or rematerialised between Monday, 24 August 2015 and Friday, 28 August 2015, both days
inclusive.
4. Dematerialised shareholders will have their accounts at their CSDP or broker automatically credited with their rights and certificated
shareholders will have their rights credited to their accounts at the Transfer Secretaries,
5. CSDPs effect payment in respect of Dematerialised Shareholders on a delivery-versus-payment method.
6. CAUTIONARY ANNOUNCEMENT
Shareholders are advised that the final terms of the Rights Offer will be announced in due
course. Shareholders are accordingly advised to exercise caution when dealing in the
Company's securities until a further announcement regarding the Rights Offer is made.
Cape Town
11 August 2015
Investor relations contacts:
Imraan Soomra, Financial Director
+27 21 410 1458
Bookrunner, Underwriter and Transaction Sponsor to Oceana
The Standard Bank of South Africa Limited
South African Legal Counsel to Oceana
Webber Wentzel
Legal adviser to Standard Bank as Bookrunner and Underwriter
Allen & Overy (South Africa) LLP
Sponsoring Broker to Oceana on the Namibian Stock Exchange
Old Mutual Investment Services (Namibia) Proprietary Limited
NOTICE TO RECIPIENTS
This announcement is not for distribution, directly or indirectly, in or into the United States
(including its territories and dependencies, any State of the United States and the District of
Columbia), Canada and Japan.
This announcement includes certain "forward-looking statements" that reflect the current views
or expectations of the Board with respect to future events and financial and operational
performance. All statements other than statements of historical fact are, or may be deemed to
be, forward-looking statements, including, without limitation, those concerning: the Group's
strategy; the economic outlook for the industry; use of the proceeds of the Rights Offer; the
Group’s ability to successfully integrate the operations of Daybrook Fisheries and recognise
expected synergies; future operating results; growth prospects; and the Enlarged Group's
liquidity and capital resources and expenditure. These forward-looking statements are not
based on historical facts, but rather reflect the Group's current plans, estimates, projections and
expectations concerning future results and events and generally may be identified by the use of
forward-looking words or phrases such as "believe", "expect", "anticipate", "intend", "should",
"planned", "may", "potential" or similar words and phrases.
Neither this announcement nor the Rights Offer constitutes or is intended to constitute an offer
to the public in South Africa in terms of the South African Companies Act, 2008.
This announcement does not constitute an offer of, or an invitation to purchase, any securities
of the Company in any jurisdiction. This announcement does not constitute or form a part of any
offer or solicitation to purchase or subscribe for securities in the United States. Neither the rights
offer nor the securities mentioned herein have been, and will not be, registered under the United
States Securities Act of 1933 (the “Securities Act”). The securities described herein (the
“Securities”) may not be offered, sold, taken up, resold, renounced, exercised, pledged,
transferred or delivered, directly or indirectly, in or into United States at any time except
pursuant to an applicable exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state and other securities laws of the United
States. The Securities may be offered, sold, taken up, resold, renounced, exercised, pledged,
transferred or delivered, by persons outside the United States in accordance with Regulation S
under the U.S. Securities Act. There will be no public offering of the Securities in the United
States. There will be no public offering of the Securities in the United States, Canada and
Japan.
In member states of the European Economic Area (“EEA”) which have implemented the
Prospectus Directive (each, a “Relevant Member State”), this announcement and any offer if
made subsequently is directed exclusively at persons who are “qualified investors” within the
meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the expression
“Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including
Directive 2010/73/EU, to the extent implemented in a Relevant Member State), and includes
any relevant implementing measure in the Relevant Member State.
In the United Kingdom this announcement is only being distributed to, and is only directed at,
and any investment or investment activity to which this announcement relates is available only
to, and will be engaged in only with, Qualified Investors who are (i) investment professionals
falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a)
to (d) of the Order, (all such persons together being referred to as “relevant persons”). Persons
who are not relevant persons should not take any action on the basis of this announcement and
should not act or rely on it.
Standard Bank is acting exclusively for the Company and no one else in connection with the
transactions described herein and will not regard any other person (whether or not a recipient of
this announcement) as a client in relation to the Rights Offer or any other matters described
herein and will not be responsible to anyone other than the Company for providing the
protections afforded to clients or for providing advice in relation to the Rights Offer or any
transaction or arrangement referred to herein.
This announcement has been issued by and is the sole responsibility of Oceana. No
representation or warranty, express or implied, is or will be made as to, or in relation to, and no
responsibility or liability is or will be accepted by the advisors or by any of their respective
affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement
or any other written or oral information made available to or publicly available to any interested
party or its advisers, and any liability therefore is expressly disclaimed.
Date: 11/08/2015 02:00:00 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.
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