Wrap Text
Results of Rights Offer
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”)
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
RESULTS OF RIGHTS OFFER
Shareholders of Oceana (“Shareholders”) are referred to the announcement released on the
Stock Exchange News Service of the JSE Limited on Friday, 14 August 2015 and published in
the South African press on Monday, 17 August 2015 and the Namibian press on Tuesday,
18 August 2015 (“Finalisation Announcement”), setting out the final terms of the fully
underwritten renounceable rights offer of 15,999,997 new ordinary Oceana shares of no par
value (“Rights Offer Shares”) at a subscription price of ZAR75.00 per Rights Offer Share as
proposed by the Company (“Rights Offer”).
The Rights Offer closed at 12:00 (SAST) on Friday, 11 September 2015 and the board of
directors of Oceana advise that the results of the Rights Offer are as follows:
- Shareholders and their renouncees subscribed for 15,828,362 Rights Offer Shares,
equivalent to 98.93% of the total number of Rights Offer Shares; and
- applications were received for 41,702,252 Rights Offer Shares, equivalent to 261% of the
total Rights Offer Shares, from holders of rights wishing to acquire Rights Offer Shares in
addition to their rights entitlements (“Excess Applications”).
Shareholders are advised that the 171,635 Rights Offer Shares in respect of Excess
Applications will be allocated in an equitable manner as set out in the circular posted to
Shareholders on Monday, 24 August 2015 which sets out the full terms of the Rights Offer.
The Rights Offer was underwritten by The Standard Bank of South Africa Limited (“Standard
Bank”) (“the Bookrunner”). As the Rights Offer was fully subscribed, after taking into account
the Excess Applications received, the Bookrunner will not be allocated any Rights Offer Shares
in terms of the Rights Offer.
Share certificates will be posted to holders of certificated Oceana shares who have followed
their rights, or their renouncees, today.
The custody accounts of holders of dematerialised Oceana shares who have followed their
rights, or their renouncees, will be updated and their accounts at their Central Securities
Depository Participant (“CSDP”) or broker credited with the Rights Offer Shares and debited
with any payment due, today.
Share certificates will be posted to holders of certificated Oceana shares, or their renouncees,
who have been allocated Rights Offer Shares in terms of the Excess Applications on or about
Wednesday, 16 September 2015.
The custody account of holders of dematerialised Oceana shares, or their renouncees, who
have been allocated Rights Offer Shares in terms of Excess Applications, will be updated and
their accounts at their CSDP or broker credited on Wednesday, 16 September 2015.
Cheques refunding monies in respect of unsuccessful Excess Applications will be posted to the
relevant applicants, at their risk, on or about Thursday, 17 September 2015. No interest will be
paid on monies received in respect of unsuccessful applications.
Cape Town
14 September 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: 14/09/2015 11:10:00 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.
Sharenet Sites 
