Japanese seafood giant, Nissui, invests in Project Sea Dragon
Seafarms Group Limited (Seafarms or SFG) is pleased to announce that it has finalised an extensive agreement with Nippon Suisan Kaisha (Nissui) that includes a A$24.99 million equity investment in Seafarms at a substantial premium to SFG’s current share price. This will assist in the development of the Company’s world class Project Sea Dragon (PSD).
Nissui was formed in 1911 and has established itself as one of the world’s largest producers of seafood. Its Marine Products Business has global access to marine resources, developed expertise in fisheries, fish and prawn farming, marine research and development, extensive processing and production abilities, logistics and international marketing networks.
Nissui is listed on the Tokyo Stock Exchange, constitutes a member of the Nikkei 225 Index and has a market capitalisation of approximately ¥180B (US$1.7B). Nissui employs over 9,000 employees globally (on a consolidated basis). Its total net sales in 2017 (1 April 2017 to 31 March 2018) are at ¥683B (US$6.39B). Nissui’s seafood sales are predominately in Japan (and Asia), but enjoys a significant presence in the US and Europe
Equity in Seafarms Group Limited:
- Nissui will subscribe for approximately 249.87 million fully paid ordinary shares in Seafarms. The total issue price for the SFG ordinary shares will be $24.98 million at A$0.10 per share – a substantial premium to the closing price of SFG share on 21 May 2018.
- Nissui will receive approximately 28.4 million new listed options on the same terms as the existing listed options (issued under prospectus dated 5 July 2017: exercise price of A$0.10 and an expiry date of 17 July 2021) and approximately 5.3 million new unlisted options at an exercise price of $0.065 and an expiry date of 1 June 2023.
- Nissui’s shareholding will represent a 14.99% shareholding interest in Seafarms Group.
- A total $24.99 million will be raised via this capital placement.
- Nissui has been given a right of first refusal to subscribe for shares in SFG or subscribe or acquire shares in PSD Co in priority to any other Japanese seafood company.
- Nissui expects to be a long term shareholder in the SFG group of companies and has agreed not to sell SFG securities for 3 years, subject to certain limited carve outs, including in the event of a recommended off market takeover or a shareholder approved merger.
- SFG intends to issue 28,396,974 listed options, 5,320,622 unlisted options and 178,845,108 shares under its Listing Rule 7.1 capacity and 71,032,549 shares under its Listing Rule 7.1A capacity.
New issues:
Nissui has a right to participate in new issues of securities to maintain its interest in SFG (up to a maximum of 25%) (which is subject to ASX granting a waiver to permit the grant of this right).