NOT FOR DISTRIBUTION IN OR INTO CANADA, AUSTRALIA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Singapore, 24 June 2013 - China Fishery Group Limited
("CFGL") refers to the offer document dated 13 March
2013 (the "Initial Offer Document") regarding the
initial voluntary offer (the "Initial Offer") to
acquire all shares (the "Shares") in Copeinca ASA
("Copeinca"), a company listed on the Oslo Stock
Exchange and with a secondary listing on the Lima
Stock Exchange, as well as its announcements made on
21 and 24 May 2013 regarding the termination of the
Initial Offer and its intention to make a new
voluntary cash tender offer (the "New Offer") to
acquire all of the Shares of Copeinca.
CFGL is today pleased to announce that its indirect
subsidiary Grand Success Investment (Singapore)
Private Limited (the "Offeror") intends to launch a
New Offer for all the Shares at the price of NOK
68.17 per Share (the "New Offer Price").
The New Offer Price represents (i) a premium of 17.5%
over the closing price of the Shares on 21 June 2013;
(ii) a premium of 14.2% over the offer price in the
voluntary offer made by Cermaq ASA as described in
the offer document dated 29 April 2013; and (iii) a
premium of 74.1% over the dividend adjusted volume
weighted average price of the Shares for the one week
period which ended on 25 February 2013, the last day
of trading before CFGL announced the Initial Offer.
The New Offer Price implies a total consideration for
all Shares of NOK 4,785,534,000 (approximately US$
797 million at the date of this announcement).
As of the date of this announcement, the Offeror owns
5,773,000 Shares, representing 8.22% of the
outstanding Shares in Copeinca. Further, on 21 June
2013, the Offeror exercised its call option to
acquire 6,295,100 additional Shares, representing
approximately 8.97% of the outstanding Shares in
Copeinca, from Veramar Azul S.L. pursuant to a call
option agreement. In connection with the announcement
and launch of the New Offer, the Offeror has received
pre-acceptances for the New Offer for a total of
40,039,247 Shares, representing 57.04% of the
outstanding Shares in Copeinca, from various Copeinca
shareholders including Dyer Coriat Holding S.L.
("DCH") (19,098,000 Shares, or 27.21%), Weilheim
Investments S.L. ("Weilheim") (3,485,930 Shares, or
4.97%) and Cermaq ASA (13,620,492 Shares, or 19.40%).
On this basis, the Offeror effectively controls
74.23% of the Shares of Copeinca.
In connection with the announcement of the New Offer,
the Offeror and CFGL have subject to certain
conditions undertaken to the pre-accepting
shareholders that if the Offeror fails to launch the
New Offer by 5 August 2013, or if the Offeror, after
timely launch of the New Offer, fails to complete and
settle the New Offer by 3 September, 2013 (regardless
of whether the New Offer continues), then an amount
of USD 3,000,000 (the "Penalty Fee") shall be paid to
Copeinca. Further, if the Offeror, after timely
launch of the New Offer, shall fail to complete and
settle the Voluntary Offer, then subject to certain
conditions an amount of USD 5,000,000
(the "Cancellation Fee") shall be paid to Copeinca
shareholders who have either pre-accepted or accepted
the New Offer; provided, however, that the aggregate
amount of the Penalty Fee and the Cancellation Fee
shall not exceed USD 5,000,000. The Offeror has
entered into an escrow agreement together with among
others DCH and Weilheim, pursuant to which the
Offeror has undertaken to pay an amount of US$
5,000,000 to Scotiabank Peru S.A.A. (the "Escrow
Agent") to be held by the Escrow Agent on an interest
bearing escrow account as security for the Penalty
Fee and Cancellation Fee mentioned above.
As soon as reasonably practicable, and no later than
5 August 2013, the Offeror shall prepare and take all
reasonable measures to obtain the approval of Oslo
Stock Exchange and the Superintendencia del Mercado
de Valores in Peru of the new offer document
(the "New Offer Document") in connection with the
launch of the New Offer in accordance with the
voluntary offer rules of the Norwegian Securities
Trading Act 2007 and the applicable rules in Lima.
The approximate timeline for the New Offer is
expected to be as follows:
· Announcement of the New Offer: 24 June 2013
· Launch of New Offer/posting of the New Offer
Document: early to mid-July 2013
· Acceptance period: up to 20 business days
from launch of New Offer
· Settlement: Not later than three weeks after
all conditions of the New Offer have been met or
waived. All conditions are expected to be met/waived
in mid- August 2013.
The complete details of the New Offer, including all
terms and conditions, will be contained in the New
Offer Document, to be sent to Copeinca's shareholders
following review and approval by the Oslo Stock
Exchange pursuant to Chapter 6 of the Norwegian
Securities Trading Act. As will be further detailed
and specified in the New Offer Document, the New
Offer will be subject to the following main
conditions being satisfied or waived by the Offeror
(acting in its sole discretion):
(a) Valid acceptances having been rendered and
remaining valid and binding, and not being subject to
any third-party consents in respect of pledges or
other rights, in respect of a number of Shares which
(together with any Shares held by the Offeror) is not
less than 50.01% of the Shares and votes in Copeinca
on a Fully Diluted basis. For this purpose, "Fully
Diluted" shall mean all issued Shares in Copeinca
together with all shares which Copeinca would be
required to issue if all rights to subscribe for or
otherwise require Copeinca to issue additional
shares, under any agreement or instrument, existing
at or prior to completion of the New Offer, were
exercised.
(b) The receipt of all applicable competition and
antitrust approvals, if required, and no antitrust
regulator or body shall have instituted any action or
proceeding that would or might: (i) make the New
Offer void or illegal; (ii) require, prevent or delay
the divestiture by any of the CFGL group and the
Copeinca group on a consolidated basis after the
completion of the New Offer (the "Enlarged Group") or
their respective subsidiaries of all or part of their
business or impose any limitation on their ability to
conduct their business; or (iii) impose any
limitation on the ability of any of the Enlarged
Group, Copeinca group or their respective
subsidiaries to conduct, integrate or coordinate
their business.
(c) That all authorisations, consents, clearances
and approvals (other than those mentioned in item (b)
above) necessary for completion of the New Offer from
relevant governmental authorities have been obtained
and such authorisations, consents, clearances and
approvals being unconditional and remaining in full
force and effect as at the date of satisfaction of
the last of the New Offer conditions.
(d) That no event has occurred, or could occur as
a result of the Offeror obtaining a controlling
interest in Copeinca, which has or can reasonably be
expected to have a Material Adverse Effect on the
business, operations, property, prospects or
condition (financial or otherwise) of the Copeinca
group, taken as a whole. An event shall be considered
as having a "Material Adverse Effect" if it
materially and adversely affects the assets, earnings
or solvency of the Copeinca group taken as a whole,
provided however that the effects of the following
events shall not be deemed to have a Material Adverse
Effect: (i) any event which has not affected the
Copeinca group taken as a whole disproportionately
relative to other similar businesses in the industry
in which the Copeinca group operates; (ii) any event
or fact which is known or should reasonably have been
known to the Offeror; and (iii) any event or fact
which should be reasonably foreseen by the Offeror to
have a Material Adverse Effect at the commencement of
the New Offer.
(e) That the business of the Copeinca group, in
the period until settlement of the New Offer, has in
all material respects been conducted in the ordinary
course and in accordance with applicable laws,
regulations and decisions of any governmental body.
(f) That neither Copeinca nor any of its
subsidiaries shall, until the settlement of the New
Offer, have decided or made public its intention to:
(i) undertake any material acquisitions or material
disposals (including by way of sale of shares in a
subsidiary) or enter into binding agreements for such
acquisitions or disposals; (ii) enter into any
contracts or agree to amend any existing contracts
which will materially change the business of the
Copeinca Group taken as a whole; (iii) make or agree
to any material change of the terms of employment of
any member of senior management which would cause the
terms of employment of such employee to deviate
materially from customary terms of employment of
management of comparable companies; (iv) make any
proposal or pass any resolution to (a) change its
share capital or number of Shares, (b) make any
distribution to its shareholders, or (c) issue any
financial instrument giving a right to subscribe for
Shares; or (v) enter into any contracts which are
outside normal commercial terms at the time when they
are entered into.
(g) That the shareholders of CFGL and Pacific
Andes International Holdings Limited ("PAIH") duly
approve, in their respective general meetings of
shareholders, the New Offer and the acquisition of
the Shares and Peruvian Securities. Shareholders
holding over 50% of the voting rights in CFGL and
PAIH have provided irrevocable undertakings to vote
for approval of the aforesaid matters in their
respective general meetings.
(h) That the Offeror has entered into a loan
facility agreement for the financing of the New
Offer, and all conditions to draw any amounts under
that loan facility having been fulfilled or waived.
The acquisition is expected to be financed by
external bank financing from Coöperatieve Centrale
Raiffeisen-Boerenleenbank B.A. (trading as Rabobank
International), Hong Kong Branch and DBS Bank (Hong
Kong) Limited, and internal resources of CFGL.
Based on a review of publicly available information
on the Copeinca group, the Offeror has as of the date
of this announcement not concluded that there are
competition or antitrust approvals required for
completion of the New Offer. However, this is being
analysed further, and it cannot be excluded that
filings for competition or antitrust approvals will
be required or advisable in one or more
jurisdictions. The Offeror expects to be able to
complete its analysis once further information on the
Copeinca group is made available. Further, at the
date of this announcement, CFGL and the Offeror are
not aware of any authorisations, consents, clearances
or approvals that are necessary for the completion of
the New Offer.
Skandinaviska Enskilda Banken AB (publ) Oslo Branch
("SEB") and Rothschild Nordic AB are acting as
financial advisors for CFGL and the Offeror.
Advokatfirmaet BA-HR DA is acting as Norwegian legal
advisor, David Lim & Partners LLP is acting as
Singapore legal advisor and Estudio Echecopar (a
member firm of Baker & Mckenzie International) is
acting as Peruvian legal advisor for CFGL and the
Offeror in connection with the New Offer.
Following completion of the sale of their Shares
under the New Offer pursuant to their pre-
acceptances, DCH and Weilheim, both having
notification duties as primary insiders of Copeinca,
will no longer own Shares, or have rights to Shares,
in Copeinca.
***
The New Offer and the distribution of this
announcement and other information in connection with
the New Offer may be restricted by law in certain
jurisdictions. CFGL does not assume any
responsibility in the event there is a violation by
any person of such restrictions. Persons into whose
possession this announcement or such other
information should come are required to inform
themselves about and to observe any such restrictions.
This information is subject to the disclosure
requirements set out in section 6-19 (voluntary
offers) of the Norwegian Securities Trading Act.
Contacts
SEB
Henrik Tangen, +47 2100 8511, henrik.tangen@seb.no
China Fishery Group Limited
Dennis Chan, Finance Director, +852 2589 4156,
dennis.chan@chinafish.com
COPEINCA ASA 
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