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SEA HARVEST GROUP LIMITED - Voluntary announcement relating to the proposed takeover offer for Mareterram Limited

Release Date: 05/02/2019 07:15
Code(s): SHG     PDF:  
 
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Voluntary announcement relating to the proposed takeover offer for Mareterram Limited

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”)


Voluntary announcement relating to the proposed takeover offer for Mareterram Limited

Sea Harvest is pleased to advise shareholders that it has entered into a binding bid implementation
agreement (“BIA”) with its 56.3% held Australian subsidiary, Mareterram Limited (“Mareterram”),
whose shares are listed on the Australian Securities Exchange ("ASX") regarding the potential
acquisition of all of the fully paid ordinary shares in the issued share capital of Mareterram not currently
owned by Sea Harvest (through its wholly-owned subsidiary Sea Harvest International Proprietary
Limited ("SHI")), by way of an off-market takeover offer (“Proposed Offer”).

In line with Sea Harvest’s strategy of investing in well managed, sustainable, vertically integrated fishing
and agri-businesses around the world, the Proposed Offer, if successful, would allow Sea Harvest to
fully integrate Mareterram, extract operational synergies and align Mareterram’s operating structure,
growth strategy and funding requirements with that of Sea Harvest. The Proposed Offer allows Sea
Harvest to continue diversifying its earnings and increasing its market share and presence in Australia.

Sea Harvest is offering A$0.25 per Mareterram share thereby valuing the entire issued capital of
Mareterram at approximately A$38.6 million and the acquisition price for the Proposed Offer at A$16.9
million, which equates to ZAR163 million at current exchange rates (“Acquisition Price”). The
Acquisition Price will be funded from the existing cash resources of Sea Harvest.

The Proposed Offer is subject to the satisfaction or waiver of various conditions set out in the BIA,
including but not limited to:

•       Sea Harvest having a relevant interest in at least 90% of Mareterram shares during or by the
        end of the Proposed Offer;
•       approval being obtained for purposes of the Australian Foreign Acquisitions and Takeovers Act;
•       an independent expert engaged by Mareterram being of the opinion that the Proposed Offer is
        "fair and reasonable" or "not fair but reasonable" to Mareterram shareholders and Mareterram's
        Independent Board (as defined in the BIA) not changing, withdrawing or modifying their
        recommendation of the Proposed Offer in the absence of a superior proposal;
•       no prescribed occurrence (as defined under the Australian Corporations Act) taking place in
        relation to Mareterram;
•       no regulatory action against Mareterram; and
•       no material adverse change in respect of Mareterram, including all material approvals, licenses,
        leases and key supplier agreements remaining in force and no material acquisitions, disposals
        or new commitments during the bid period.

Further details of the Proposed Offer, including a copy of the BIA and the conditions to the Proposed
Offer, is available from Mareterram's public announcement of the transaction on its website
www.mareterram.com.au.

In terms of the Listings Requirements of the JSE Limited, the Proposed Offer falls below the required
thresholds in order for it to be deemed a categorized transaction and accordingly, is not subject to Sea
Harvest shareholder approval.

Cape Town
05 February 2019


Australian Legal Advisors to Sea Harvest
DLA Piper

South African Legal Advisors to Sea Harvest
CDH

Investment Bank and Sponsor to Sea Harvest
The Standard Bank of South Africa Limited

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