The aim of this bulletin is to share with you some of the details announced to Oceana shareholders and the public via the JSE SENS and the media regarding the Oceana BEE transaction and to put these developments into context.
The announcement advised shareholders that an agreement had been concluded between Oceana Group, Ocfish Holding Company, Tiger Brands and Real Africa Holdings (RAH), which (subject to various conditions being met) will result, inter alia, in the sale of Oceana shares to a BEE consortium, which will include a Black Employee Share Trust as well as a strategic black partner.
At the outset it is important to note that there are limitations imposed by the JSE regarding information that may be of a price sensitive nature and therefore until the announcement had been made, I have been precluded from sharing any details regarding the transaction with you.
You will recall that Oceana concluded an historic and ground-breaking empowerment transaction in the fishing industry in 1994 with a consortium led by RAH, which resulted in RAH acquiring joint control of Oceana with Tiger Brands. At that time RAH was a leading black empowerment company controlled by black businessmen, trade unions, informal savings organisations and church groups. RAH and the consortium also accepted a condition that if they ever wished to sell their shares they could do so only to BEE parties.
The transaction also included provision for every employee in Oceana, as well as seasonal employees and fishermen, to be invited to buy 500 shares in Oceana, through the creation of the Oceana Group Employee Share Trust in 1995. This invitation was later extended to all new employees who subsequently joined Oceana.
Over time as the BEE shareholding credentials of the consortium changed, RAH sought an appropriate buyer for its stake in Oceana, with a number of sales in recent years having failed mainly due to difficulty in raising finance to fund the purchase. The Oceana board continued its efforts to secure long term direct black shareholding in Oceana, which has culminated in the announcement referred to above.
I am delighted to announce that the BEE transaction will include the establishment of a Black Employee Share Trust (the Trust), which will own 12.4% of the ordinary shares in Oceana. The Trust is yet to be formed and the various terms that will apply are still to be finalised. Once again, there are restrictions on the information that I can provide at this stage, though I do wish to assure you that as soon as details can be released publicly, I intend to do so.
As you will have noted in the announcement, Oceana has concluded an agreement with Brimstone Investment Corporation as its strategic black partner, in terms of which Brimstone will acquire 10% of the ordinary shares in Oceana – which ultimately results in a direct black shareholding in Oceana of 22.4%. Brimstone is listed on the JSE and is a successful and widely recognised BEE company.
This is a truly significant development for all Oceana’s stakeholders as it will secure credible and sustainable direct black shareholding for Oceana. It reflects Oceana’s continued commitment to broad-based BEE and its adherence to the requirements of the BEE Act and the Codes of Good Practice.
As indicated above there are a number of regulatory and other approvals that are still required before the transaction can become effective. These aspects are not likely to be finalised before September or October.
I am confident that the Trust which is intended to operate for the benefit of both current and future black employees will assist both in the continued transformation of the Group and in creating a dynamic and effective workforce by further aligning the interests of employees with those of shareholders.
Andrew Marshall CEO
28 June 2006