NZX / MEDIA RELEASE 24 August 2016
Notification of issue of securities
For the purposes of Listing Rule 7.12.1 of the NZX Main Board Listing Rules,
SeaDragon Limited (NZX:SEA) (the Company) advises that the following
securities have been issued:
(a) Class of security: Convertible loan notes (issued to Comvita Limited
(Comvita))
ISIN: Not applicable
(b) Number issued: 500,000
(c) Issue price: $500,000
(d) Payment in cash: Yes
(e) Amount paid up: In full
(f) Principal terms of the Securities:
Conversion price: $0.008 per share.
Conversion date: At any time before 5:00pm on 28 September 2018 and subject
to obtaining any required shareholder approvals, Comvita has the option to
convert the Notes into ordinary shares in the Company by notice to the
Company.
(g) Percentage of total Class of Securities issued: The Notes issued comprise
25% of the total issued Securities of that Class.
(h) Reason for issue: To assist the Company through its staged exit of the
Omega-2 market, as announced on 27 May 2016 and 30 May 2016.
(i) Authority for the issue: Board resolution. Shareholder approval by way of
ordinary resolution in accordance with Listing Rules 7.3.10, 7.5.1 and 9.2.1
and the Takeovers Code to be sought (not yet obtained).
(j) Terms of the issue:
o Comvita has made available to the Company a loan facility of up to a total
aggregate amount of $3,000,000 by way of convertible loan notes, which notes
will be convertible to ordinary shares in the Company at a conversion price
per share of $0.008.
o Interest will accrue on the outstanding notes at 12% per annum, reducing to
7.95% once shareholders have granted any required approvals to the conversion
to equity.
o The notes mature at 5:00pm on 28 September 2018. Prior to maturity of the
notes and subject to any required shareholder approvals, Comvita has the
option to convert the notes by notice to the Company. Subject to shareholder
approval, the date of expiry of the existing option granted to Comvita to
acquire 375,000,000 shares in the Company will be extended to the maturity of
the notes (i.e. 5:00pm on 28 September 2018).
o Subject to shareholder approval, the notes are secured by a second ranking
security behind Heartland Bank.
o It is proposed that the required shareholder approvals will be sought from
shareholders at the 2016 annual meeting of the Company.
(k) Total number of securities of the class in existence after the issue:
2,000,000.
(l) Treasury stock: Not applicable
(m) Date of issue: 24 August 2016
For further information contact:
Colin Groves
Chairman
Tel: +64 21 928 003
About SeaDragon: www.seadragon.co.nz
SeaDragon Limited (NZX:SEA) is New Zealand''s largest refiner and blender of
high-quality, internationally certified concentrated fish oils and fractions,
including Omega-3 oils. Our oils are sourced from fish caught in the clean
and pure waters around New Zealand, in the Southern Ocean, and elsewhere. We
have more than 20 years'' experience processing fish oils and we are
recognised for the quality and purity of our products. We supply health
supplement manufacturers around the world to meet the burgeoning demand for
pure, high-quality fish oils, which are scientifically proven to deliver
significant human health benefits such as lowering the risk of heart disease,
improving brain function and joint health. The majority of our supply is
exported.
End CA:00287802 For:SEA Type:GENERAL Time:2016-08-24 10:38:58