Seadragon : 2019-04-02 SEA SPH Notice - Dame Adrienne, Mark and Todd Stewart

Disclosure of movement of 1% or more in substantial holding or change in

nature of relevant interest, or both

Sections 277 and 278, Financial Markets Conduct Act 2013

To:	NZX Limited
	and
To:	SeaDragon Limited
Relevant event being disclosed:	Disclosure of movement of 1% or more in substantial holding
Date of relevant event:	1	April 2019
Date this disclosure made:	2	April 2019
Date last disclosure made:	5	October 2018

Substantial product holder(s) giving disclosure

Full name(s):

Summary of substantial holding

Class of quoted voting products:

Summary for:

For this disclosure,-

(a)total number held in class:

(b)total in class:

(c)total percentage held in class:

(Please refer to the "Important Note" below)

Dame Adrienne Stewart, Mark Stewart and Todd Stewart

SeaDragon Limited ordinary shares (SEA)

Dame Adrienne Stewart, Mark Stewart and Todd Stewart

855,433,823 (and up to 3,764,524,732 in total if the maximum number of loan notes are issued to Pescado Holdings Limited and are converted).

4,843,304,727 (and up to 9,570,577,454 in total if the maximum number of loan notes are issued and are converted). 17.662% (and up to 39.334% in total if the maximum number of loan notes are issued and are converted).

For last disclosure,-
(a)	total number held in class:	855,433,823 (and up to 1,764,524,732 in total if the
		maximum number of loan notes are issued to Pescado Holdings
		Limited and are converted).
(b)	total in class:	4,843,304,727 (and up to 5,752,395,636 in total if the
		maximum number of loan notes are issued to Pescado Holdings
		Limited and are converted).
(c)	total percentage held in class:	17.662% (and up to 30.675% in total if the maximum number
		of loan notes are issued to Pescado Holdings Limited and are
		converted).

Details of transactions and events giving rise to relevant event

On 1 April 2019, Pescado Holdings Limited (Pescado) entered into a convertible loan agreement (New Pescado CLN) with SeaDragon Limited (SeaDragon). Under the New Pescado CLN, Pescado may be required by SeaDragon to subscribe for loan notes having an aggregate face value of up to $4,000,000. The New Pescado CLN is conditional on approval by SeaDragon's shareholders. If that approval is obtained, and if other conditions in the New Pescado CLN are satisfied, loan notes may be drawn by SeaDragon. Any drawn loan notes may convert into shares in SeaDragon (at a conversion price of $0.002 per share) on maturity (31 March 2021) or earlier at the option of Pescado.

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Important Note

Unless otherwise stated, the numbers and percentages and shares used in this notice:

(a)are based on a total of 4,843,304,727 SeaDragon ordinary shares currently on issue;

(b)assume that Pescado converts existingconvertible notes with an aggregate face value of $3,000,000 (of which $3,000,000 of existing notes have been issued to Pescado at the date of this notice) at a conversion price of $0.0033 per share (resulting in the issue of 909,090,909 shares);

(c)assume that Pescado converts newconvertible notes with an aggregate face value of $4,000,000 (of which $0 of new notes have been issued to Pescado at the date of this notice) at a conversion price of $0.004 per share (resulting in the issue of 2,000,000,00 shares);

(d)assume that each of Comvita Limited (Comvita), One Funds Management Limited as trustee for Asia Pacific Healthcare Fund II (OFM) and BioScience Managers Ventures Pty Ltd as general partner of BioScience Management Partnership LP (BMV) (OFM and BMV together, BioScience) converts all of convertible loan notes when Pescado converts convertible notes pursuant to (b) and (c);

(e)assume that no options issued by SeaDragon are exercised; and

(f)assume that no other ordinary shares in SeaDragon are issued or repurchased.

Dame Adrienne Stewart, Mark Stewart and Todd Stewart are trustees (Trustees) of the Ellen Trust, Mark James Stewart No. 2 Trust, the Sir Robertson Stewart Family Trust and Todd Huntly Stewart No. 2 Trust (Masthead Trusts). Some of the Trustees are trustees of only some of the Masthead Trusts, others are trustees of all the Masthead Trusts. The Masthead Trusts together either control Masthead Limited (the major shareholder of Pescado) or otherwise have a relevant interest in the shares of SeaDragon in which Pescado has a relevant interest pursuant to a joint venture agreement dated 31 March 2003 (Joint Venture Agreement), attached to a previous event disclosure dated 11 October 2016.

The Joint Venture Agreement constitutes the Masthead Joint Venture and sets out the terms and conditions that apply to the Masthead Joint Venture.

This event disclosure is filed in accordance with, and the Trustees have the benefit of, the Financial Markets Conduct Act (Masthead Joint Venture) Exemption Notice 2014, which permits the following provisions of the Joint Venture Agreement (the excluded provisions) to be removed from the copy of the Joint Venture Agreement that accompanies a previous event disclosure dated 11 October 2016:

(a)the dollar amounts in clause 3.4;

(b)the dollar amounts in clause 3.5;

(c)clause 4.3; and

(d)the percentage figures in clauses 4.4(a) and 4.4(b).

Clauses 3.4 and 3.5 of the Joint Venture Agreement relate to amounts committed and/or advanced to the Masthead Joint Venture by some of the Masthead Trusts. The dollar amounts set out in clauses 3.4 and 3.5 have been excluded because they are considered commercially sensitive. Clause 4.3 provides for succession planning that is personal to the parties to the Joint Venture Agreement and has been removed because of its personal nature. Clauses 4.4(a) and 4.4(b) deal with the possible restructuring of the Sir Robertson Stewart Family Trust. The percentage figures set out in those clauses have been excluded because those amounts are personal to the trustees of the Mark James Stewart No. 2 Trust and Todd Huntly Stewart No. 2 Trust.

The Trustees, in giving this notice, warrant that this event disclosure (including the above information), when read together with the Joint Venture Agreement (after excluding the excluded provisions), is not false or misleading in any material particular in its disclosure of the relevant interest held by the Trustees, including by any omission or failure to contain or refer to material information.

Each person who is from time to time a Trustee, or a trustee of any trust that is a successor of any of the Masthead Trusts, has the benefit of the Financial Markets Conduct Act (Masthead Joint Venture) Exemption Notice 2014.

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Details after relevant event

Details for:		Dame Adrienne Stewart, Mark Stewart and Todd Stewart
Nature of relevant interest(s):		Trustees of trusts which together either control Masthead
		Limited (the major shareholder of Pescado) or otherwise have a
		non-beneficial relevant interest in the shares of SeaDragon in
		which Pescado has a relevant interest pursuant to a joint
		venture agreement (described above and a redacted copy of
		which accompanied a previous event disclosure dated 11
		October 2016). The relevant interests which Pescado has are
		described below.
Nature of relevant interest(s):		Pescado is the beneficial owner and registered holder of
		shares.
For that relevant interest,-
(a)	number held in class:	855,433,823
(b)	percentage held in class:	17.662%
(c)	current registered holder(s):	Pescado Holdings Limited
(d)	registered holder(s) once transfers are	Pescado Holdings Limited
	registered:

Note: This percentage ignores the effect of conversion of the convertible loan notes referred to below.

Nature of relevant interest(s):		Pescado has the power to control acquisition of ordinary shares
		in SeaDragon through conversion of existing convertible loan
		notes issued pursuant to a convertible loan note agreement
		dated 30 May 2016 (as amended and restated from time to
		time) between Pescado, Comvita, BioScience and SeaDragon.
		The relevant agreement document was attached to a previous
		disclosure dated 5 July 2018.
For that relevant interest,-
(a)	number held in class:	909,090,909
(b)	percentage held in class:	9.499%
(c)	current registered holder(s):	N/A
(d)	registered holder(s) once transfers are	Unknown
	registered:

Please refer to the "Important Note" above regarding the number and percentage held in class stated for this relevant interest.

Nature of relevant interest(s):		Pescado has the power to control acquisition of ordinary shares
		in SeaDragon through conversion of new convertible loan notes
		(described above). The relevant interest is conditional because
		the New Pescado CLN is conditional on shareholder approval.
		The relevant agreement document (being the New Pescado
		CLN) (comprising 28 pages) is attached to this notice.
For that relevant interest,-
	number held in class:	2,000,000,000 (noting that as of the date of this notice, $0 of
		new notes have been issued, which would convert into 0
		ordinary shares)
(b)	percentage held in class:	20.897% (noting that as of the date of this notice, $0 of new
		notes have been issued, which would convert into 0% of the
		ordinary shares)
(c)	current registered holder(s):	N/A

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(d)registered holder(s) once transfers are Unknown registered:

Additional information

Addresses of substantial product holder(s):	Dame Adrienne Stewart, Mark Stewart and Todd Stewart
	21 Leslie Hills Drive
	Riccarton
	Christchurch
Contact details:	Warwick Webb
	([phone]
	[e-mail]

Nature of connection between substantial security holders: The substantial security holders are trustees of the Masthead Trusts, as set out more fully above.

Name of any other person believed to have given, or believed to be required to give, a disclosure under the Financial Markets Conduct Act 2013 in relation to the financial products to which this disclosure relates: Pescado Holdings Limited

Certification

I, Warwick Graham Webb, certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made.

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Execution Version

Convertible Loan Note Agreement (2019)

SeaDragon Limited (the Company)

Pescado Holdings Limited (Pescado)

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