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SEA HARVEST GROUP LIMITED - Submission Of A Resolution To Sea Harvest Shareholders In Terms Of Section 60 Of The Companies Act

Release Date: 17/10/2018 08:00
Code(s): SHG     PDF:  
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Submission Of A Resolution To Sea Harvest Shareholders In Terms Of  
Section 60 Of The Companies Act

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 Group”)


          SUBMISSION OF A RESOLUTION TO SEA HARVEST SHAREHOLDERS IN TERMS OF
                  SECTION 60 OF THE COMPANIES ACT, 71 OF 2008 (“THE ACT”)

Sea Harvest shareholders (“Shareholders”) are referred to the announcement published on the Stock
Exchange News Service (“SENS”) on 28 August 2018 regarding its acquisition of Ladismith Cheese
Company Proprietary Limited (“Ladismith”), wherein Sea Harvest announced its intention to part-fund
such acquisition by issuing ordinary shares in the share capital of Sea Harvest ("Sea Harvest Shares")
to Brimstone Investment Corporation Limited (“Brimstone”), by way of a vendor consideration placing
(as envisaged in the Listings Requirements of the securities exchange operated by JSE Limited ("the
JSE")).

Sea Harvest and Brimstone have now agreed the terms upon which such vendor consideration placing
will be undertaken, and this announcement sets out the terms on and conditions upon which Brimstone
will subscribe for, and Sea Harvest will issue to Brimstone, certain Sea Harvest Shares.

On 7 January 2019 (“the Subscription Date"), Brimstone shall subscribe for 21,428,571
Sea Harvest Shares (“the Subscription Shares") at a price of R14.00 per Subscription Share i.e. for an
aggregate subscription consideration of R300,000,000.00 (three hundred million Rand)
(“the Subscription Consideration") (“the Subscription").

The Subscription is conditional upon Shareholders having approved the Subscription by way of special
resolution as required in terms of section 41(1)(b) of the Act (“the Resolution”) by no later than the
Subscription Date, and is subject to such other terms and conditions as are considered typical for a
vendor consideration placing. The Subscription Shares will rank pari passu with the existing
Sea Harvest Shares in issue.

In terms of Sea Harvest’s Memorandum of Incorporation, the Resolution will only be adopted if it is
supported by at least 75% of the voting rights exercisable by all Shareholders.

Sea Harvest has obtained written irrevocable undertakings from Shareholders holding an aggregate
interest of 72.3%% in Sea Harvest Shares to vote for and in favour of the Resolution.

In order for Sea Harvest to implement the vendor consideration placing and for purposes of
Shareholders’ consideration and approval, a Resolution by written consent in terms of section 60 of the
Act has been issued to Shareholders today, Wednesday, 17 October 2018.

In terms of section 60(1) of the Act, a resolution that could be voted on at a shareholders’ meeting may
instead be submitted for consideration to the shareholders entitled to exercise voting rights in relation
to the resolution, and be voted on in writing by shareholders entitled to exercise voting rights in relation
to the resolution, within 20 (twenty) business days after the resolution was submitted to them.

Section 60(2) of the Act provides that a resolution contemplated in section 60(1) of the Act will have
been adopted if it is supported by persons entitled to exercise sufficient voting rights for it to have been
adopted as an ordinary or a special resolution, as the case may be, at a properly constituted
shareholders’ meeting, and if adopted, such resolution will have the same effect as if it had been
approved by voting at a shareholders’ meeting.

A notice, together with the Resolution and a form of written consent, was distributed to Shareholders
today, Wednesday, 17 October 2018. The deadline for the approval of the Resolution is Wednesday,
14 November 2018.

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The record date for determining which Shareholders are entitled to vote on the Resolution is Friday, 12
October 2018.

A copy of the notice, Resolution and form of written consent is available on Sea Harvest’s website at
https://www.seaharvest.co.za/investors/notice-to-shareholders/.


Cape Town
17 October 2018

Corporate Advisor and Transaction Sponsor
The Standard Bank of South Africa Limited

Legal Advisor
Cliffe Dekker Hofmeyr




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Date: 17/10/2018 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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