Angel Seafood : Update on Scheme of Arrangement - Scheme

For personal use only

Update on Scheme of Arrangement - Scheme

9 June 2022 - Angel Seafood Holdings Ltd (ASX: AS1) (the "Company" or "Angel") advises that it has agreed with BidCo and Laguna Bay to make a correction to the Scheme.

Scheme

Angel refers to its previous announcements in relation to the proposed Scheme of Arrangement between Angel, Valley Seas BidCo Pty Ltd ACN 657 211 606 (BidCo) and Laguna Bay Agricultural No 1 Pty Ltd ACN 608 464 624 (Laguna Bay) (Scheme).

Paragraph (d) of the definition of Excluded Shares in clause 1.1 of the Scheme set out in Annexure B of the Scheme Booklet incorrectly referred to Angel Oysters Australia Pty Ltd as the trustee of the Halman Family Trust, but Angel Oysters Pty Ltd is the correct trustee.

In order to correct the mistake, on 9 June 2022 Angel, BidCo and Laguna Bay agreed to amend the form of the Scheme by removing the words "Angel Oysters Australia Pty Ltd ACN 615 037 815" from paragraph (d) of the definition of Excluded Shares in clause 1.1 of the Scheme and replacing them with the words "Angel Oysters Pty Ltd ACN 147 593 799".

A copy of the corrected Scheme is attached.

Further Information

If you have any questions in relation to the Scheme, please contact the Angel Shareholder Information Line on 1300 556 161 (within Australia) or [phone] (from outside Australia) Monday to Friday between 9.00am and 5.00pm (Melbourne time).

This announcement was approved for release by the Board.

Any questions or requests for further information should be directed via email to:

Angel Seafood Holdings Ltd	Investor contact
Simba Matute, CFO	Eric Kuret
M: [phone]	M: [phone]
E:[e-mail]	E:[e-mail]

Media contact

Tristan Everett

P: [phone]

E:[e-mail]

About Angel Seafood Holdings Ltd

Angel Seafood is a producer of fresh, clean and consistently high-quality oysters that don't compromise the environment. Angel has grown from a family-operated South Australian business and has rapidly developed from a traditional oyster- growing business into a premium, innovative and organically certified producer of Coffin Bay Oysters. The Company primarily sells oysters to the domestic market; however, exports represent a substantial long-term growth opportunity.

Angel Seafood is the Southern Hemisphere's largest sustainable and organic certified pacific oyster producer.

Angel Seafood Holdings Ltd (ACN 615 035 366)	angelseafood.com.au
48 Proper Bay Road, Port Lincoln, SA, 5606	(ASX: AS1)

For personal use only

Angel Seafood Holdings Ltd

Scheme Participants

Scheme of Arrangement

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© Corrs Chambers Westgarth

For personal use only

Corrs Chambers Westgarth

Contents

1	Definitions and interpretation	1
	1.1	Definitions	1
2	Preliminary	4
	2.1	Target	4
	2.2	Bidder and Bidder's Guarantor	4
	2.3	General	5
	2.4	Consequences of this Scheme becoming Effective	5
3	Conditions	5
	3.1	Scheme conditions	5
	3.2	Certificate in relation to conditions precedent	6
	3.3	Termination of Scheme Implementation Agreement	6
	3.4	End dates	6
4	Implementation	7
	4.1	Lodgement of Court orders	7
	4.2	Transfer of Scheme Shares	7
5	Scheme Consideration	7
	5.1	Amount of Scheme Consideration	7
	5.2	Payment of Scheme Consideration	7
	5.3	Joint holders	8
	5.4	Withholding	9
	5.5	Fractional entitlements	9
	5.6	Unclaimed monies	9
	5.7	Order of a court	9
	5.8	Definition of 'sending'	10
6	Dealings in Target Shares	10
	6.1	Determination of Scheme Participants	10
	6.2	Register	11
7	Quotation of Target Shares	11
8	General Scheme Provisions	12
	8.1	Consent to amendments to this Scheme	12
	8.2	Binding effect of Scheme	12
	8.3	Scheme Participants' agreements and acknowledgment	12
	8.4	Warranties by Scheme Participants	12
	8.5	Title to and rights in Scheme Shares	13
	8.6	Authority given to Target	13
	8.7	Appointment of sole proxy	14
	8.8	Instructions and elections	14
9	General	15
	9.1	Stamp duty	15

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Scheme of Arrangement

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Corrs Chambers Westgarth

9.2	Notices	15
9.3	Further assurances	15
9.4	Governing law and jurisdiction	15
9.5	Listing requirements included in law	15
9.6	Construction	15
9.7	Headings	16

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Corrs Chambers Westgarth

Parties

Angel Seafood Holdings Ltd (ACN 615 035 366) of 48 Proper Bay Road, Port Lincoln SA 5606 (Target)

Each Scheme Participant

Background

This scheme of arrangement is made under section 411 of the Corporations Act 2001 (Cth) between the parties.

Agreed terms

1 Definitions and interpretation

1.1 Definitions

In this Scheme, these terms have the following meanings:

ASIC	the Australian Securities and Investments Commission.
ASX	ASX Limited ACN 008 624 691, or as the context requires
	or permits, the market operated by it.
ATO	the Australian Taxation Office.
Bidder	Valley Seas BidCo Pty Ltd ACN 657 211 606.
Bidder's	Laguna Bay Agricultural No 1 Pty Ltd ACN 608 464
Guarantor	624 of Level 1, 69 Robertson Street Fortitude Valley QLD
	4006
Bidder Group	Bidder and each of its Related Entities.
Business Day	the meaning given in the ASX Listing Rules.
CHESS	the clearing house electronic subregister system of share
	transfers operated by ASX Settlement Pty Limited ABN 49
	008 504 532.
Control	the meaning given to that term in the Corporations Act
	and, solely for the purposes of this document, a fund
	advised or managed directly or indirectly by or forming a
	stapled entity or group with a person will also be deemed
	to be Controlled by such person.
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