SEA 0.00% 3.2¢ seadragon limited

Ann: MEETING: SEA: SeaDragon - Notice of Meeting, Proxy Form, IAR

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    • Release Date: 26/08/15 13:18
    • Summary: MEETING: SEA: SeaDragon - Notice of Meeting, Proxy Form, IAR
    • Price Sensitive: No
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    					SEA
    26/08/2015 13:18
    MEETING
    NOT PRICE SENSITIVE
    REL: 1318 HRS SeaDragon Limited
    
    MEETING: SEA: SeaDragon - Notice of Meeting, Proxy Form, IAR
    
    SEA: NZX and Media Release   26 August 2015
    
    SeaDragon convertible note assessed as 'fair to non-associated shareholders'
    Campbell MacPherson independent appraisal released with SeaDragon's notice of
    meeting
    
    SeaDragon's issue of a $2.5 million convertible loan to its 21.84%
    shareholder BioScience Managers, via One Funds Management (OFM), is fair to
    all non-associated shareholders in the company, an independent appraisal of
    the transaction has found.
    
    In a report released today, Investment Bank and Corporate Finance Advisory
    Firm Campbell MacPherson noted it had reached its independent view "having
    given due consideration to all of the relevant factors".
    
    SeaDragon sought the independent appraisal report in accordance with rule 18
    of the Takeovers Code and rules 1.7.2, 7.5.1 and 9.2 of the NZX listing
    rules. Briefly, these rules relate to investors with more than 20% of a
    company seeking to take a larger stake without mounting a full-takeover and
    material transactions.
    
    The conversion of the loan is subject to shareholder approval at SeaDragon's
    Annual Shareholders Meeting on September 17, and its key features include:
    
    o The loan will automatically convert to ordinary shares in the company as
    part of the shortfall book build under SeaDragon's ongoing rights offer;
    o The conversion will be at the same price as the issue of rights in the
    rights offer of $0.08 cents per right provided that at least $5 million is
    raised in that offer and any related capital raising. If the company raises
    less than $5 million, the conversion will be at a 20% discount to the rights
    offer price; and
    o Interest will accrue on the outstanding balance at 18% per annum, reducing
    to 13% once shareholders have granted any required approvals to the
    conversion to equity.
    
    SeaDragon has launched a 3-for-5 renounceable rights offer and a shortfall
    book build to raise a maximum of $9.009 million in new equity capital.
    Proceeds from the capital raising will be used to fund ongoing construction
    of the company's new Omega-3 plant in Nelson, add a fractionation plant to
    the facility (leading to a higher value, higher quality product), upgrade its
    existing Omega-2 plant, pay the costs of the rights offer and to meet working
    capital requirements.
    
    In addition to the approval of the convertible loan, SeaDragon shareholders
    are being asked to re-elect Independent Chairman Colin Groves, Director
    Stuart MacIntosh, and Chief Executive Richard Alderton to the Board.
    
    The independent report and the notice of meeting are attached and are also
    available at the company's website: www.seadragon.co.nz
    
    Colin Groves
    Chairman
    Tel: +64 21 928 003
    
    About SeaDragon www.seadragon.co.nz
    SeaDragon (NZX:SEA) is New Zealand's largest refiner and blender of
    high-quality, internationally certified concentrated fish oils and fractions,
    including Omega-3 oils. Our oils are sourced from fish caught in the clean
    and pure waters around New Zealand, in the Southern Ocean, and elsewhere. We
    have more than 20 years' experience processing fish oils and we are
    recognised for the quality and purity of our products. We supply health
    supplement manufacturers around the world to meet the burgeoning demand for
    pure, high-quality fish oils, which are scientifically proven to deliver
    significant human health benefits such as lowering the risk of heart disease,
    improving brain function and joint health. The majority of our supply is
    exported.
    End CA:00269109 For:SEA    Type:MEETING    Time:2015-08-26 13:18:09
    				
 
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