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SEA HARVEST GROUP LIMITED - Announcement relating to a specific repurchase of shares and notice of general meeting

Release Date: 17/05/2019 08:01
Code(s): SHG     PDF:  
 
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Announcement relating to a specific repurchase of shares and notice of general meeting

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”)


ANNOUNCEMENT RELATING TO A SPECIFIC REPURCHASE OF SEA HARVEST SHARES AND
NOTICE OF GENERAL MEETING


1. INTRODUCTION AND RATIONALE

    The Sea Harvest Management Investment Trust No 2 (“MIT2”) is a trust that was established during
    2014 in order to facilitate the participation by senior executives (including Felix Ratheb and John
    Paul de Freitas) in the ownership of the Company. At the time of its establishment, MIT2 subscribed
    for Shares in the Company on a notionally vendor funded (“NVF”) basis pursuant to the Notional
    Funding Agreements.

    Details of MIT2, its partial liquidity at listing, the vesting of subsequent tranches and the settlement
    of the related NVF relating to each tranche, as well as related agreements, were included in clause
    5.4 of Annexure 14 of the pre-listing statement issued by the Company at the time of its listing
    during 2017.

    The Specific Repurchase is an implementation of the following Notional Funding Agreements:

   •     The Trust Deed in respect of MIT2, as amended on or about 16 February 2017 and 22 June
         2017;
   •     The Subscription Agreement entered into between the Company and MIT2, as amended on or
         about 16 February 2017 and 22 June 2017;
   •     The Relationship Agreement entered into between the Company and MIT2, as amended on or
         about 16 February 2017;
   •     The Amendment and Repurchase Agreement entered into between the Company, MIT2 and
         each of the beneficiaries of MIT2 on or about 16 February 2017, as amended on or about 22
         June 2017; and
   •     Each Letter of Agreement entered into between the Company and each beneficiary of MIT2 on
         or about 22 June 2017 and 20 December 2018.

    Accordingly, Shareholders are advised that the Board proposes the Specific Repurchase in order
    to effect the settlement of such NVF obligations and to acquire the Residual Shares forming part of
    the March 2019 tranche.

    Full details of the Specific Repurchase is set out in the Circular issued to Shareholders today, 17
    May 2019 and also made available on the Company’s website at www.seaharvest.co.za/investors.

    As set out above, the Specific Repurchase is a repurchase from MIT2 whose beneficiaries include
    Felix Ratheb and John Paul de Freitas, directors of Sea Harvest and deemed to be related parties
    in terms of the JSE Listings Requirements.

    As a result of the Specific Repurchase price being at or at a discount to the 30-day volume weighted
    average price up to 31 March 2019, no fairness opinion is required in terms of section 5.69(e) of
    the JSE Listings Requirements.

    Capitalised words and expressions used in this announcement bear the same meaning as the
    capitalised and defined words and expressions used in the Circular.

                                                                                                          
2. DETAILS OF THE SPECIFIC REPURCHASE

  2.1 The amount of NVF outstanding attributable to the Shares vesting in March 2019, as at the
      Effective Date is approximately R4 805 475.

  2.2 In terms of the Specific Repurchase, Sea Harvest Corporation will purchase from MIT2, 362 131
       Shares at a price of R0.324 per Share and 1 702 344 Shares at a price of R13.27 per Share.

  2.3 The Shares repurchased in terms of the Specific Repurchase represents 0.70% of all the issued
      Shares.

  2.4 Subsequent to the Specific Repurchase the Shares repurchased pursuant to the Specific
      Repurchase will be held as treasury shares. The Company will hold 15 685 629 treasury shares
      after the Specific Repurchase.

  2.5 The amount payable in terms of the Specific Repurchase will be funded from existing cash
      resources.

  2.6 In terms of the JSE Listings Requirements, MIT2 and all of the beneficiaries of MIT2 will be
      excluded from voting their Shares on the Special Resolution required to authorise the Specific
      Repurchase.

  2.7 The Company will proceed with the Specific Repurchase once Shareholder approval at the
      General Meeting has been obtained.

3. IMPACT OF THE SPECIFIC REPURCHASE ON FINANCIAL INFORMATION

   The impact on the cash and cash equivalents of the Group at 31 December 2018 is:

 R’000                                 31 December 2018             Repurchase              After
 Cash and cash equivalents             781 679                      (22 707)                758 972

  The cash received by MIT2 will be distributed to the beneficiaries of MIT2 in their unitholder
  proportions, in line with the terms of the Notional Funding Agreements.

4. NOTICE OF GENERAL MEETING AND POSTING OF THE CIRCULAR

  The Circular will be posted to Shareholders today, 17 May 2019 and will contain the relevant notice
  to convene the General Meeting to be held at 10:00 on Friday, 14 June 2019 at The Boulevard
  Office Park, 1st Floor, Block C, Searle Street, Cape Town for the purpose of considering and, if
  deemed fit, passing with or without modification, the Special Resolution required to implement the
  Specific Repurchase.

5. SALIENT DATES AND TIMES

  The salient dates and times in relation to the Specific Repurchase are as follows:

                                                                                                 2019
  Last day to trade to be recorded in the Company’s register in order to           Tuesday, 4 June
  be eligible to vote at the General Meeting
  Record date in order to be eligible to participate in and vote at the                 Friday, 7 June
  General Meeting
  Receipt of forms of proxy in respect of the General Meeting of                 Thursday, 13 June
  Shareholders by 10:00 on
  The General Meeting of Shareholders to be held at 10:00 on                           Friday, 14 June


                                                                                                         2
   Results of the General Meeting released on SENS on                            Friday, 14 June
   Results of the General Meeting published in the press on                    Tuesday, 18 June




Notes:
1. All references to dates and times are to local dates and times in South Africa. These dates and
   times are subject to amendment. Any such amendment will be released on SENS and published in
   the press.
2. Shares may not be rematerialised or dematerialised between Tuesday, 4 June 2019 and Friday, 7
   June 2019.


Cape Town
17 May 2019

Sponsor
The Standard Bank of South Africa Limited

Legal advisor
Cliffe Dekker Hofmeyr




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Date: 17/05/2019 08:01:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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