Wrap Text
Pricing Announcement
Sea Harvest Group Limited
(Formerly Sea Harvest Holdings Proprietary Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2008/001066/06)
Share code: SHG ISIN: ZAE000240198
(“Sea Harvest” or “the Company” or “the Group”)
PRICING ANNOUNCEMENT
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION
OUTSIDE SOUTH AFRICA OR ANY JURISDICTION WHERE IT MAY BE UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
This announcement is not a prospectus and not an offer of securities for sale in any jurisdiction, outside
South Africa or any jurisdiction where it may be unlawful to distribute this announcement.
Unless otherwise indicated, defined terms used in this announcement are as set out in the pre-listing
statement of Sea Harvest, dated 6 March 2017 (“Pre-listing Statement”).
Results of the Offer
With reference to the Pre-listing Statement and the announcements released on SENS on 8 February
2017 and 6 March 2017 regarding the offer of ordinary no par value shares in the Company (the
“Shares”), subject to certain conditions (the “Offer”), the bookbuild in relation to the Offer closed at
14:00 (South African standard time) on Thursday, 16 March 2017.
Due to strong levels of demand for Shares, Sea Harvest increased the size of the Offer with the result
that the Company has successfully raised an aggregate amount of R1.329 billion through the placement
of 106 333 334 Shares at a price of R12.50 per share.
The net proceeds received from the Offer will be used to:
– settle the Third Party Debt;
– settle the Preference Share Redemption Loan;
– repay the Shareholder Loan;
– repay the Management Loans;
– settle the Staff Trust Repurchase Consideration;
– fund investment by the Group in land-based and vessel efficiency gains, leading to market
optimisation which will support organic growth and margin-enhancement projects;
– raise funds to pursue its acquisitive growth strategy, both in South Africa and in Australia; and
– provide the Company with greater balance sheet flexibility and a listed currency to accelerate its
strategic growth plans.
Following the implementation of the Offer, the total number of Shares in issue will be 251 362 907.
The Shares placed in terms of the Offer will represent 42.3% of Sea Harvest’s issued share capital.
The Settlement Date for the Offer will be Thursday, 23 March 2017, on which date the Shares will be
listed on the Main Board of the JSE with effect from the commencement of trade in the “Farming, Fishing
and Plantation” sector under the abbreviated name “SeaHarvst”, JSE share code “SHG” and ISIN ZAE000240198.
Any change in the aforementioned date will be announced on SENS.
17 March 2017
Cape Town
Sole Financial Advisor, Sole Book runner and Transaction Sponsor
The Standard Bank of South Africa Limited
Legal Counsel to the Company
Cliffe Dekker Hofmeyr Incorporated
Legal Advisor to the Company
Webber Wentzel
Independent Auditors and Reporting Accountants
Deloitte & Touche
Legal Advisors to the Sole Financial Advisor, Sole Book runner and Transaction Sponsor
Allen & Overy (South Africa) LLP
DISCLAIMER:
The contents of this pricing announcement have been prepared by and are the sole responsibility of
Sea Harvest.
The information contained in this pricing announcement is for background purposes only and does not
purport to be full or complete. No reliance may be placed by any person for any purpose on the
information contained in this pricing announcement or its accuracy, fairness or completeness.
This pricing announcement is not for publication or distribution, directly or indirectly, in or into any
jurisdiction outside South Africa. The distribution of this pricing announcement may be restricted by law
in certain jurisdictions and persons into whose possession any document or other information referred
to herein comes, should inform themselves about and observe any such restriction. Any failure to
comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This pricing announcement does not constitute or form a part of any offer or solicitation to purchase or
subscribe for securities to any person in any jurisdiction outside South Africa or to any person in any
jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction. Accordingly,
there will be no offer of securities in any jurisdiction outside South Africa.
This pricing announcement does not constitute or form a part of any offer or solicitation or advertisement
to purchase and/or subscribe for Shares in South Africa, including an offer to the public for the sale of,
or subscription for, or the solicitation of an offer to buy and/or subscribe for, shares as defined in the
South African Companies Act and will not be distributed to any person in South Africa in any manner
that could be construed as an offer to the public in terms of the South African Companies Act. In South
Africa this pricing announcement is directed only at (i) persons falling within the exemptions set out in
section 96(1)(a) or (ii) persons who subscribe, as principal, for shares at a minimum aggregate
subscription price of R1 000 000, as envisaged in section 96(1)(b), of the South African Companies Act
(all such persons in (i) and (ii) being referred to as “relevant persons”). Any investment activity to which
this pricing announcement relates will only be available to, and will only be engaged with, relevant
persons. Any person who is not a relevant person should not act on this pricing announcement or any
of its contents. This pricing announcement does not, nor does it intend to, constitute a “registered
prospectus”, as contemplated by the South African Companies Act.
The information contained in this pricing announcement constitutes factual information as contemplated
in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as
amended ("FAIS Act") and should not be construed as an express or implied recommendation, guide
or proposal that any particular transaction in respect of the Shares or in relation to the business or future
investments of the Company is appropriate to the particular investment objectives, financial situations
or needs of a prospective investor, and nothing in this pricing announcement should be construed as
constituting the canvassing for, or marketing or advertising of, financial services in South Africa.
Copies of this pricing announcement are not being made and may not be distributed or sent into any
jurisdiction outside South Africa.
This pricing announcement may include statements that are, or may be deemed to be, “forward-looking
statements”. These forward-looking statements may be identified by the use of forward-looking
terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”,
“intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-
looking statements may and often do differ materially from actual results. Any forward-looking
statements reflect the Company’s current view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and assumptions relating to the Company’s
business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-
looking statements speak only as of the date they are made.
Each of the Company and Standard Bank and their respective affiliates expressly disclaims any
obligation or undertaking to update, review or revise any forward-looking statement contained in this
pricing announcement whether as a result of new information, future developments or otherwise.
Any subscription for Shares in the proposed Offer should be made solely on the basis of the information
contained in the Pre-listing Statement. Before subscribing for any Shares, persons viewing this pricing
announcement should ensure that they fully understand and accept the risks set out in the Pre-listing
Statement This pricing announcement does not constitute or form part of any offer or invitation to sell
or issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities
nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection
with, any contract therefor.
The date of the Listing may be influenced by things such as market conditions. There is no guarantee
that Listing will occur and you should not base your financial decisions on the Company’s intentions in
relation to Listing at this stage. Acquiring investments to which this pricing announcement relates may
expose an investor to a significant risk of losing all of the amount invested. Persons considering making
such investments should consult an authorised person specialising in advising on such investments.
This pricing announcement does not constitute a recommendation concerning the Offer. The value of
shares can decrease as well as increase. Potential investors should consult a professional advisor as
to the suitability of the Offer for the person concerned.
Neither Standard Bank nor any of its respective directors, officers, employees, advisors or agents
accepts any responsibility or liability whatsoever for / or makes any representation or warranty, express
or implied, as to the truth, accuracy or completeness of the information in this pricing announcement
(or whether any information has been omitted from the pricing announcement) or any other information
relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual
or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from
any use of the pricing announcement or its contents or otherwise arising in connection therewith.
Standard Bank is acting exclusively for Sea Harvest and no-one else in connection with the Offer. They
will not regard any other person as their respective client in relation to the Offer and will not be
responsible to anyone other than Sea Harvest for providing the protection afforded to their respective
clients, nor for providing advice in relation to the Offer, the contents of this pricing announcement or
any transaction, arrangement or other matter referred to herein.
In connection with the Offer, Standard Bank and any of its respective affiliates, may take up a portion
of the Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell or
otherwise deal for their own accounts in such Shares and other securities of Sea Harvest or related
investments in connection with the Offer or otherwise. Accordingly, references in the Pre-listing
Statement to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should
be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Standard
Bank and any of its respective affiliates acting in such capacity. In addition, Standard Bank may enter
into financing arrangements and swaps in connection with which it or its affiliates may from time to time
acquire, hold or dispose of Shares. Neither Standard Bank nor any of its affiliates intends to disclose
the extent of any such investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
Unless otherwise indicated, market, industry, market share and competitive position data are estimates
(and accordingly, approximate) and should be treated with caution. Such information has not been
audited or independently verified, nor has the Company ascertained the underlying economic
assumptions relied upon therein.
Date: 17/03/2017 04:45:00 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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