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Announcement relating to a Specific Repurchase
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
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 (as described below).
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.
This Specific Repurchase is the second and final step in the implementation of the following
Notional Funding Agreements (further to an initial repurchase executed during 2019):
• 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 2020 tranche.
Full details of the Specific Repurchase is set out in the notice of the Annual General Meeting
(“AGM”) of Shareholders which is being issued today, Friday, 24 April 2020 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 2020, 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 notice of AGM.
2. DETAILS OF THE SPECIFIC REPURCHASE
2.1 The amount of NVF outstanding attributable to the Shares vesting in March 2020, as at the
Last Practicable Date is approximately R3 126 659.
2.2 In terms of the Specific Repurchase, the Company and/or one or more of its wholly-owned
subsidiaries will purchase from MIT2, 223 173 Shares at a price of R0.324 per Share and
1 153 143 Shares at a price of R14.01 per Share (the 30-day volume weighted average price
to 31 March 2020).
2.3 The Shares repurchased in terms of the Specific Repurchase represent approximately
0.47% of all the issued Shares.
2.4 The Shares repurchased pursuant to the Specific Repurchase will be held as treasury
shares, to the extent that they have been purchased by one or more of the Company's
wholly-owned subsidiaries.
2.5 The amount payable in terms of the Specific Repurchase will be funded from existing cash
resources.
2.6 The Company will proceed with the Specific Repurchase once Shareholder approval at the
General Meeting has been obtained.
2.7 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.
3. IMPACT OF THE SPECIFIC REPURCHASE ON FINANCIAL INFORMATION
The impact on the cash and cash equivalents of the Group at 31 December 2019 is:
31 December
R’000 2019 Repurchase After
Cash and cash equivalents 237 882 (16 228) 221 654
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. SALIENT DATES AND TIMES
The salient dates and times in relation to the Specific Repurchase are as follows:
2020
Last day to trade to be recorded in the Company’s register in
order to be eligible to vote at the AGM Tuesday, 12 May
Record date in order to be eligible to participate in and vote at
the AGM Friday, 15 May
Receipt of forms of proxy in respect of the AGM of
Shareholders by 10h00 on Monday, 25 May
AGM to be held at 10h00 on Tuesday, 26 May
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, 12 May 2020 and Friday, 15
May 2020.
Cape Town
24 April 2020
Sponsor
The Standard Bank of South Africa Limited
Date: 24-04-2020 09:31:00
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