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Notice of Annual General Meeting, Specific Repurchase Authority and B-BBEE Annual Compliance Report
Sea Harvest Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2008/001066/06)
Share code: SHG ISIN: ZAE000240198
(“Sea Harvest” or “the Company”)
Notice of Annual General Meeting and Release of Integrated Report, Specific Repurchase Authority
and B-BBEE Annual Compliance Report
1. Notice of Annual General Meeting and Release of Integrated Report
Notice is hereby given that the Annual General Meeting (“AGM”) of the shareholders of the
Company will be held and conducted entirely by electronic communication on Wednesday, 26 May
2021 at 10:00. The notice of AGM, incorporating the summarised consolidated annual financial
statements of the Company for the year ended 31 December 2020, was dispatched to shareholders
today, 23 April 2021, and is also available on the Company’s website:
https://seaharvestgroup.co.za/investors/governance/.
The record date for the purposes of determining which shareholders are entitled to participate in
and vote at the AGM is Friday, 21 May 2021. Accordingly, the last date to trade in the shares of the
Company in order to be recorded in the register by the record date is Tuesday, 18 May 2021.
Shareholders are further advised that the Company’s Integrated Report and audited annual
financial statements for the year ended 31 December 2020 have also been published and are
available on the Company’s website.
2. The Specific Repurchase Authority^
2.1 Introduction and rationale
The Company has in place a long-term incentive plan known as the Forfeitable Share Plan (“FSP”),
and in terms of the FSP, Forfeitable Shares are from time to time awarded to participants on the
basis that the relevant Forfeitable Shares are released to them once they have Vested. Upon such
Vesting, Participants are able to deal freely with the Forfeitable Shares, and may, for example, sell
them on the JSE in order to raise funds to pay any taxes in respect of which they have become
liable as a result of such Vesting.
Due to the illiquidity of the Company shares, the Company would prefer to have at its disposal an
alternative mechanism to facilitate the sale of Vested Forfeitable Shares by those Participants who
may from time to time wish to dispose of their Vested Forfeitable Shares and is of the view that
this could be achieved by the Company through any one of more of its wholly owned subsidiaries
repurchasing such Vested Forfeitable Shares. The shares repurchased from the Participants would
be held as treasury shares and would be subsequently issued by the FSP for settlement of new
awards made by the FSP.
2.2 Specific Repurchase Authority
A special resolution regarding the Specific Repurchase Authority has been incorporated into the
notice of AGM in terms of which it has been proposed that the Company through any one or
more of its wholly owned subsidiaries be given the specific authority to repurchase, by way of
two Annual Specific Repurchases, Vested Forfeitable Shares from Participants wishing to
dispose of their Vested Forfeitable Shares at the Specific Repurchase Price, on the basis that
such authority would apply for a period of two financial years, namely, the 2021 and 2022
financial years, and will expire at conclusion of the 2022 Annual Specific Repurchase which if
concluded within the Annual Repurchase Period (excluding any closed/prohibited periods)
should be on or about 25 May 2022.
Any Annual Specific Repurchase by the Company through any one or more of its wholly owned
subsidiaries in terms of the Specific Repurchase Authority will be subject to the following:
2.2.1 the aggregate number of Forfeitable Shares repurchased during the 2021 and 2022
Annual Specific Repurchases will be as follows: -
(i) 2021 Annual Specific Repurchase
Will not exceed a maximum of 2 706 613 Forfeitable Shares, being the total number of
the Forfeitable Shares Vested in March 2021, and representing 0.91% of the Company’s
issued Share Capital; and
(ii) 2022 Annual Specific Repurchase
Will not exceed a maximum of 2 864 272 Forfeitable Shares, being the total number of
the Forfeitable Shares due to Vest in March 2022. Should the Company’s issued Share
Capital remain unchanged, the 2022 Annual Specific Repurchase would represent a
repurchase of 0.98% of the Company’s issued Share Capital;
2.2.2 the Company through any one or more of its wholly owned subsidiaries will repurchase
the Forfeitable Shares at the Specific Repurchase Price, being the volume weighted
average price of the Shares traded on the JSE over the 30 Business Days prior to the date
of the Vesting (and not at a premium) of the Forfeitable Shares as agreed in writing
between any one or more of the Company’s wholly owned subsidiaries and the relevant
Participant.
2.2.3 Subsequent to the applicable Annual Specific Repurchase, the Forfeitable Shares
repurchased pursuant to the Specific Repurchase will be held as treasury shares by any
one or more of the Company’s wholly owned subsidiaries and would be subsequently
issued by the FSP for settlement of new awards made by the FSP.
2.2.4 In terms of paragraph 5.69(b) of the JSE Listings Requirements, Participants and their
associates will be excluded from voting their shares on the special resolution required to
authorise the Specific Repurchase Authority.
2.3 RELATED PARTIES CONSIDERATIONS
In terms of paragraph 10.1 of the JSE Listings Requirements, directors of the Company who are
Participants would be classified as related parties. Set out below are the directors of the Company and
its wholly owned subsidiaries who are also Participants and whose Vested Forfeitable Shares may be
repurchased in terms of the Specific Repurchase Authority. The directors’ Forfeitable Shares listed
below have been included in the calculation of the maximum number of Forfeitable Shares that may
be repurchased in terms of the 2021 and 2022 Annual Specific Repurchases, respectively.
Directors Name* Forfeitable Shares Forfeitable Shares due to Vest
in March 2022
Vested in March 2021
Felix Ratheb+ 691 195 656 413
Muhammad Brey+ 374 752 352 848
Terence Calvin Brown# 233 700 216 102
Mary-Lou Harry# 46 164 44 251
Madoda Khumalo# 53 054 64 881
Konrad Geldenhuys# 232 451 215 558
* In relation to related parties, only executive directors participate in the FSP
+ Executive Directors the Company and each of its wholly owned subsidiaries
# Executive Directors of the Company’s wholly owned subsidiaries
Notwithstanding that any Annual Specific Repurchase may from time to time be from related parties
as defined in terms of the JSE Listings Requirements, the Specific Repurchase Price, will not be at a
premium to the volume weighted average price of the Shares traded on the JSE over 30 Business Days
prior to the date of the Vesting of a particular tranche of Forfeitable Shares and as agreed in writing
between any one or more of the Company’s wholly owned subsidiaries and the relevant related party
who is a Participant. As such, a fairness opinion will not be required in terms of paragraph 5.69(e) of
the JSE Listings Requirements.
2.4 Impact of the Specific Repurchase on Financial Information
2.4.1 Upon implementation the Specific Repurchase will impact the financial information of
the Company as follows:-
(i) 2021 Annual Specific Repurchase
The maximum aggregate Specific Repurchase Price will be approximately R40 328 533
(forty million three hundred and twenty-eight thousand five hundred and thirty-three
Rand) determined using the 30-day volume weighted average price to Vesting of R14.90
per share applied to a maximum number of 2 706 613 Forfeitable Shares.
(ii) 2022 Annual Specific Repurchase
The exact maximum aggregate Specific Repurchase Price cannot at this stage be
determined as the value of the Shares in 2022 is unknown, however, the Repurchase Price
will not be at a premium to the volume weighted average price of the Shares traded on
the JSE over the 30 Business Days prior to the date of Vesting of the particular tranche of
Forfeitable Shares as agreed in writing between any one or more of the Company's wholly
owned subsidiaries and the relevant Participant.
2.4.2 The Company’s cash balances in the 2021 and 2022 financial years will decrease by the
aggregate Specific Repurchase Price as a result of the Specific Repurchase. The
repurchased Forfeitable Shares will continue to be held as treasury shares, and thus there
will be no change to the financial information.
^Capitalised words and expressions used in this announcement bear the same meaning as the capitalised and defined
words and expressions used in the notice of AGM and the Specific Repurchase Circular incorporated thereto.
3. B-BBEE Annual Compliance Report
In compliance with paragraph 16.21(g) of the Listings Requirements of the JSE Limited,
shareholders are advised the Company’s annual compliance report in terms of section 13G(2) of
the Broad-Based Black Economic Empowerment Act has been submitted to the Commissioner and
is available on the Company’s website.
Cape Town
23 April 2021
Sponsor
The Standard Bank of South Africa Limited
Date: 23-04-2021 02:16:00
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