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Notice of general meeting of Sea Harvest shareholders
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 GENERAL MEETING OF SEA HARVEST SHAREHOLDERS
1. INTRODUCTION
Shareholders of Sea Harvest ("Shareholders") are referred to the joint firm intention announcement dated
Monday, 22 January 2024 ("22 January Announcement"), in terms of which Shareholders were advised that
the Company had entered into transaction agreements in order to acquire Terrasan Group Limited's pelagic
business and a portion of its abalone business. In particular:
• Sea Harvest Pelagic Fishing Proprietary Limited intends to acquire from Terrasan Beleggings Proprietary
Limited ("Terrasan Beleggings") 100% of all the issued ordinary shares in and loan claims against West
Point Fishing Corporation Proprietary Limited, and 100% of all the issued ordinary shares in and loan
claims against Saldanha Sales and Marketing Proprietary Limited; and
• Sea Harvest Aquaculture Proprietary Limited intends to acquire from Terrasan Beleggings 63.07% of all
the issued shares in and loan claims against Aqunion Proprietary Limited,
(the "Acquisitions"),
which will collectively be a Category 1 transaction in terms of the JSE Listings Requirements and accordingly,
subject to approval by Shareholders.
Unless specifically defined in this announcement, terms defined in the 22 January Announcement and
the Circular shall bear the same meanings when used in this announcement.
2. DISTRIBUTION OF CIRCULAR
Shareholders are advised that a circular to Shareholders setting out the full details of the Acquisitions
("Circular"), and including a notice to convene the General Meeting for the purpose of considering and, if deemed
fit, passing with or without modification, the relevant resolutions required to authorise and implement the
Acquisitions, has been distributed to Shareholders today, Friday, 26 January 2024.
Additional copies of the Circular, in its printed format, may be obtained from the registered office of the Company
situated at 1st Floor, Block C, The Boulevard, Searle Street, Woodstock, Western Cape, 7925, and the
transaction sponsor at 3rd Floor, 30 Baker Street, Rosebank, Johannesburg, 2196, during normal business hours
from Friday, 26 January 2024 up to and including, Monday, 26 February 2024. The Circular has also been made
available on the Company's website at https://seaharvestgroup.co.za/investors/governance/.
3. NOTICE OF GENERAL MEETING
Notice is hereby given that the General Meeting, convened in terms of the notice of General Meeting incorporated
in the Circular, will be held at 16:00 on Monday, 26 February 2024, entirely through electronic communication.
Shareholders will be requested to consider and, if deemed fit, to pass, with or without modification, the relevant
resolutions required to authorise and implement the Acquisitions as set out in the notice of General Meeting.
4. SALIENT DATES AND TIMES
The salient dates and times in relation to the General Meeting are set out below.
2024
Notice record date, being the date on which a Shareholder must be Friday, 19 January
registered in the Register in order to be eligible to receive the Notice of
General Meeting on
Circular incorporating the Notice of General Meeting and Form of Proxy Friday, 26 January
(blue), distributed to Shareholders on
Announcement of distribution of Circular and Notice of General Meeting Friday, 26 January
released on SENS on
Last day to trade Shares in order to be recorded in the Register to vote at Tuesday, 13 February
the General Meeting (see note 2 below) on
General Meeting record date, being the date on which a Shareholder must Friday, 16 February
be registered in the Register in order to be eligible to attend and
participate in the General Meeting and to vote thereat, by close of trade
on
For administrative purposes only, forms of Proxy (blue) in respect of the Friday, 23 February
General Meeting to be received by the Transfer Secretaries by no later
than 16:00 on
Forms of Proxy (blue) not lodged with the Transfer Secretaries to be Monday, 26 February
handed to the chairperson of the General Meeting or the Transfer
Secretaries at the General Meeting, at any time before the proxy exercises
any rights of the Shareholders at the General Meeting
General Meeting of Shareholders to be held totally electronic at 16:00 on Monday, 26 February
Results of General Meeting released on SENS on Monday, 26 February
Notes:
1. The above dates and times are subject to amendment at the discretion of Sea Harvest, with the approval of the JSE, to the extent
required. Any amendments will be published on SENS.
2. Shareholders should note that as transactions in Shares are settled in the electronic settlement system used by Strate, settlement of
trades take place three South African Business Days after such trade. Therefore, Shareholders who acquire Shares after close of trade
on Tuesday, 13 February 2024 will not be eligible to attend, participate in and vote at the General Meeting.
3. Dematerialised Shareholders, other than those with Own-name Registration, must provide their CSDP or Broker with their instructions
for voting at the General Meeting by the cut-off time and date stipulated by their CSDP or Broker in terms of their respective Custody
Agreements between them and their CSDP or Broker.
4. If the General Meeting is adjourned or postponed, the above dates and times will change, but Forms of Proxy (blue) submitted for the
initial General Meeting will remain valid in respect of any such adjournment or postponement of the General Meeting.
5. Although the salient dates and times are stated to be subject to change, such statement may not be regarded as consent or dispensation
for any change to time periods which may be required in terms of the Companies Act and the JSE Listings Requirements, where
applicable, and any such consents or dispensations must be specifically applied for and granted.
6. All dates and times indicated above are South African Standard Time.
26 January 2024
Financial Advisor and Transaction Sponsor
The Standard Bank of South Africa Limited
Legal Advisor
Webber Wentzel
Independent Reporting Accountants
Ernst & Young
Date: 26-01-2024 08:35:00
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