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Final terms of a fully underwritten rights offer of ZAR 1,200 million 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: 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
FINAL TERMS OF A FULLY UNDERWRITTEN RIGHTS OFFER OF ZAR 1,200 MILLION
(“THE RIGHTS OFFER”) AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders of Oceana ("Shareholders") are referred to the Rights Offer declaration
announcement by Oceana released on the Stock Exchange News Service ("SENS") of the
JSE Limited ("JSE") on Tuesday, 11 August 2015 and published in the press on
Wednesday, 12 August 2015, which included the declaration information relating to the
Rights Offer (the "Declaration Announcement").
The Company is pleased to announce that the board of directors (the “Board”) has finalised
the terms of the Rights Offer and is seeking to raise a gross total of ZAR 1,200 million
through a fully underwritten renounceable rights offer of 15,999,997 new ordinary shares of
no par value ("Rights Offer Shares") to Oceana ordinary shareholders registered in the
Oceana share register on Friday, 28 August 2015 (“Record Date”), excluding holders of
treasury shares, at a subscription price of ZAR 75.00 per Rights Offer Share ("Subscription
Price") and in the ratio of 13.98414 Rights Offer Shares for every 100 (one hundred)
Oceana ordinary shares held on the Record Date (as detailed in paragraph 3 below).
The Subscription Price is at a discount of 25% to the closing price of Oceana ordinary
shares on Thursday, 13 August 2015 of ZAR 100.05, and at a discount of 22.7% to the
theoretical ex-rights price of an Oceana ordinary share of ZAR 96.98 on the same day.
2. FULFILMENT OF CONDITIONS PRECEDENT
The conditions precedent to the Rights Offer as specified in the Declaration Announcement
have all been fulfilled. The JSE has approved the application for the listing of the Letters of
Allocation and the Rights Offer Shares required to implement the Rights Offer.
3. SALIENT TERMS OF THE RIGHTS OFFER
The salient terms of the Rights Offer are as follows:
- Qualifying Shareholders recorded in the register on the Record Date are offered, on the
terms and conditions set out in the circular referred to in paragraph 6 below ("Rights
Offer Circular"), 15,999,997 Rights Offer Shares at a Subscription Price of ZAR 75.00
per Rights Offer Share and in the ratio of 13.98414 Rights Offer Shares for every 100
(one hundred) Oceana ordinary shares held on the Record Date. Fractions of Rights
Offer entitlements will not be allotted and each Qualifying Shareholder's Rights Offer
entitlement will be rounded to the nearest whole number in this regard (unless a
Qualifying Shareholder is entitled to less than 0.5 of a Rights Offer Share, in which case
the entitlement will be rounded down to zero);
- the Subscription Price is at a discount of 25% to the closing price of Oceana ordinary
shares on Thursday, 13 August 2015 of ZAR 100.05, and at a discount of 22.7% to the
theoretical ex-rights price of an Oceana share of ZAR 96.98 on the same day;
- upon their issue, the Rights Offer Shares will be listed on the stock exchange operated
by the JSE and will rank, pari passu, in all respects with the existing issued Oceana
ordinary shares;
- the latest time and date of acceptance and payment in full for the Rights Offer Shares
will be 12:00 (South African time) on Friday, 11 September 2015 ("Rights Offer Closing
Date");
- certificated Qualifying Shareholders must complete the form of instruction in accordance
with the instructions contained therein and return it to Computershare Investor Services
Proprietary Limited or Transfer Secretaries Namibia (“the Transfer Secretaries”) so as to
be received by the Transfer Secretaries by no later than the Rights Offer Closing Date;
- dematerialised Qualifying Shareholders are advised to contact their Central Securities
Depository Participant ("CSDP") or broker as early as possible to establish the latest
times for acceptance of the Rights Offer, as set out in the relevant custody agreement,
as this may be earlier than the Rights Offer Closing Date;
- Letters of Allocation will be issued in dematerialised form and an electronic record for
certificated Qualifying Shareholders will be maintained by the Transfer Secretaries. This
will enable both dematerialised and certificated holders of Oceana Shares to sell or
renounce some or all of their rights to Rights Offer Shares in accordance with the
procedures set out in the Rights Offer Circular;
- all Rights Offer Shares not subscribed for in terms of the Rights Offer will be available for
allocation to Qualifying Shareholders that wish to apply for a greater number of Rights
Offer Shares than those offered to them in terms of the Rights Offer. Accordingly,
Qualifying Shareholders may also apply for additional Rights Offer Shares in excess of
the Rights Offer Shares allocated to them in terms of the Rights Offer on the same terms
and conditions as those applicable to their Rights Offer entitlement. The right to apply for
additional Rights Offer Shares is transferable and will be transferred upon renunciation
or sale together with the Rights Offer entitlement so renounced or sold; and
- excess applications will be allowed.
An announcement will be released on SENS on or about Monday, 14 September 2015 and
published in the South African and Namibian press on Tuesday, 15 September 2015 stating
the results of the Rights Offer and the basis of allocation of any additional Rights Offer
Shares for which application is made.
4. UNDERWRITING
Oceana has entered into an Underwriting Agreement with The Standard Bank of South
Africa Limited (“the Underwriter”), pursuant to which the Underwriter has agreed, subject to
customary conditions, to underwrite any Rights Offer Shares not subscribed for pursuant to
the Rights Offer.
5. SALIENT DATES AND TIMES OF THE RIGHTS OFFER
Shareholders are advised that there have been no changes to the salient dates and times of
the Rights Offer as set out in the Declaration Announcement.
6. DOCUMENTATION
The Rights Offer Circular providing full details of the Rights Offer and a form of instruction
will be posted to Shareholders holding Oceana shares in certificated form, located outside of
the United States, Canada and Japan, or any other jurisdiction where such distribution
would be unlawful on Tuesday, 25 August 2015 and to those dematerialised Shareholders
who have requested to receive copies of circulars, on Tuesday, 1 September 2015.
The Rights Offer Circular will be available on Oceana's website at www.oceana.co.za on or
about Monday, 24 August 2015.
Copies of the Rights Offer Circular can be obtained during normal business hours from the
opening of the Rights Offer to the closing of the Rights Offer at the registered office of
Oceana, 9th Floor, Oceana House, 25 Jan Smuts Street, Foreshore, Cape Town, 8001 and
at the offices of the Transaction Sponsor, The Standard Bank of South Africa Limited, 30
Baker Street, Rosebank, 2196.
7. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
As the final terms of the Rights Offer have been announced, caution is no longer required to
be exercised by Shareholders when dealing in their Oceana shares.
Cape Town
14 August 2015
Investor relations contact:
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, 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 therefor is expressly
disclaimed.
Date: 14/08/2015 01:19:00 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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