Today a circular was posted to all Oceana shareholders with further details about the BEE transaction and advising shareholders of a general meeting to be held on the 22ndSeptember to consider and approve resolutions needed to implement the Black Economic Empowerment (BEE) transaction. I encourage you to read the detailed announcement which will be published tomorrow in the media, to understand the BEE transaction as a whole.
In my last bulletin I indicated that the BEE transaction will include the establishment of a Black Employee Share Trust, which will own 12.4% of the ordinary shares in Oceana. The Trust has since been formed and registered. The aim of this bulletin is to share with you some of the details included in the circular regarding the proposed Oceana Black Employee Share Trust (OBEST).
It is important to remember that implementation of the entire BEE transaction is still subject to shareholder and Competition Commission approval.
Once shareholder approval is obtained for the implementation of the BEE transaction, communication sessions are planned at sites to provide more specific details and explanation.
What is the rationale for the creation of OBEST?
OBEST has been created for the purpose of acquiring a 12.4% equity interest in Oceana and utilising those shares for the economic empowerment of eligible employees.
OBEST is intended to operate for the benefit of all black employees who are permanently employed or employed as permanent seasonals within Oceana or its subsidiaries (eligible employees). Only South African citizens will be eligible.
We believe that it is important for eligible employees to be key participants in the BEE transaction for the following reasons:
•• Oceana is a major employer in the fishing and cold storage industries in South Africa and the majority of its employees comprise black people;
•• we recognise that these employees play an important role in continuing and developing Oceana’s current business; and
•• it will assist Oceana in retaining black staff and attracting new black professionals to the group.
Who will be beneficiaries of the OBEST?
OBEST will benefit all eligible black employees.
It is anticipated that, subject to Board approval an allocation committee will make allocations as follows-
•• Employees within Paterson Bands A to C will be allocated a fixed number of participatory rights.
•• Allocations to black managers within Paterson Bands D to F will be based on the level of remuneration for the relevant band, calculated on a total cost to company basis at the 75th percentile of remuneration in that band.
Each eligible employee will receive economic benefits and indirect voting rights relating to the Oceana shares held by OBEST by becoming an employee beneficiary of OBEST.
The allocation committee will allocate approximately 55% of the participatory rights in OBEST to the approximately 2,300 employees that currently qualify for participation.
How will future allocations be made?
•• The remaining 45% of the allotted shares will be utilised for future allocations.
•• Future allocations to new black employees will be decided by the allocation committee.
•• The allocation committee can also recommend top-ups to any qualifying employees to coincide with allocations made to new black employees; and
•• It is envisaged that allocations will be made to new black employees joining Oceana directly or joining as a result of mergers or acquisitions
Who are the trustees?
•• The first trustees (Jeremy Cole, Lea Conrad and Rod Nicol) will remain in office as trustees for a maximum period of six months from the initial allocation of rights to employee beneficiaries.
•• The first trustees will be replaced by a board of trustees comprising two employee- elected trustees , one independent trustee (elected by eligible employees from a list of suitably qualified independent nominees) and three trustees nominated by Oceana.
•• Oceana will therefore not control the OBEST.
•• The trustees are required to vote the Oceana shares in the best interests of the eligible employees and may call a general meeting of the employee beneficiaries for the purposes of obtaining directions regarding how they shall vote the total of all the shares held by OBEST.
When do rights vest?
•• The eligible employees’ participatory rights will vest with the eligible employees on the date of allocation and are non-transferable.
•• The Oceana subsidiaries which have advanced the funding will have a vested right to a portion of any dividend income received by OBEST, calculated in line with a formula.
•• The dividend income received by OBEST will also be used to make distributions to the eligible employees up to a maximum amount in accordance with a formula.
What is the “lock-in” period?
•• Provision is made for a lock-in period of ten years from the date of the initial allocation of participatory rights to eligible employees.
•• After the lock-in period, eligible employees may decide to take delivery of the full benefit of the Oceana shares in line with their participatory rights.
•• On delivery of the Oceana shares, employees will need to settle the employee capital contribution.
Once the capital contributions and required returns have been repaid by OBEST, all income received by OBEST will be distributed to the employee beneficiaries.
The scheme has been designed in the most tax efficient way, though we are awaiting confirmation from SARS on all tax implications relating to OBEST.
Oceana fully supports the transformation of South African business, with the goal of long term prosperity for our country. We are committed to creating a diverse workplace and are always looking for ways to achieve full compliance with the BEE targets as set by the Department of Trade and Industry.
This transaction and the creation of OBEST further demonstrates this commitment and is a significant milestone in Oceana’s history as our black employees acquire a significant stake in the business.
ANDREW MARSHALL CEO
31 August 2006