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