Announcement
SECISSUE: SEA: Notification of issue of securities
10:47am
SEA
24/01/2020 10:47
SECISSUE
PRICE SENSITIVE
REL: 1047 HRS SeaDragon Limited
SECISSUE: SEA: Notification of issue of securities
For the purposes of Listing Rule 3.13.1 of the NZX Limited Main Board/Debt
Market Listing Rules, SeaDragon Limited (NZX:SEA) (the Company) advises that
the following securities have been issued:
Section 1: Issuer information
Name of issuer: SeaDragon Limited
NZX ticker code: SEA
Class of financial product: Loan Notes
ISIN: Not applicable
Currency: New Zealand Dollar (NZD)
Section 2: Capital change details
Number issued: 500,000 (five hundred thousand).
Nominal value: $1.00 (one dollar) per loan note.
Issue price per security: $1.00 (one dollar) per loan note.
Nature of the payment (for example, cash or other consideration): Cash
Amount paid up (if not in full): In full.
Percentage of total class of Financial Products issued (calculated on the
number of Financial Products of the Class, excluding any Treasury Stock, in
existence): The loan notes issued comprise 14.3% of the total issued
Securities of that Class.
For an issue of Convertible Financial Products or Options, the principal
terms of Conversion (for example the Conversion price and Conversion date and
the ranking of the Financial Product in relation to other Classes of
Financial Product) or the Option (for example, the exercise price and
exercise date) Conversion price: The loan notes are convertible into
ordinary shares in the Company at $0.002 per share.
Conversion date: Unless previously repaid or converted, and provided that
the Company is not in default or insolvent, the loan notes will automatically
convert on maturity at 5:00 p.m. on 31 March 2021.
Reason for issue/acquisition/redemption and specific authority for
issue/acquisition/ redemption (the reason for change must be identified
here): To assist the Company with its immediate and medium term funding
requirements, as announced by the Company on 25 March 2019.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/ conversion (excluding Treasury Stock) and the
total number of Financial Products of the Class held as Treasury Stock after
the issue/acquisition/ redemption: 3,500,000 (three million), No loan notes
held as treasury stock.
In the case of an acquisition of shares, whether those shares are to be held
as treasury stock: Not applicable.
Specific authority for the issue, acquisition, or redemption, including a
reference to the rule pursuant to which the issue, acquisition, or redemption
is made: Board resolution.
The issue of shares upon conversion of the loan notes was approved pursuant
to Listing Rule 7.3.10(b)(ii).
Terms or details of the issue, acquisition, or redemption (for example:
restrictions, escrow arrangements)
o Pescado Holdings Limited (Pescado) made available to the Company a
convertible loan note facility of up to $4,000,000 (the 2019 Pescado Loan).
o Interest on the 2019 Pescado Loan is nil prior to an event of default, and
9.95% per annum while an event of defaulting is subsisting. Accrued and
unpaid interest is payable in cash and does not convert to ordinary shares in
the Company.
o The Company may repay its indebtedness under the 2019 Pescado Loan at any
time in full. All payments under the 2019 Pescado Loan must be made pari
passu with payments under other existing convertible loan note agreements.
o Unless previously repaid or converted, and provided that the Company is not
in default or insolvent, the loan notes will automatically convert on
maturity at 5:00 p.m. on 31 March 2021. Pescado also has the option to
convert the loan notes to ordinary shares in the Company.
o All indebtedness under the 2019 Pescado Loan is secured over all of the
assets of the Company and its subsidiaries, in each case under existing
security arrangements.
Date of issue/acquisition/redemption: 24 January 2020
Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement: Tracey Castleton
Contact person for this announcement: Bryan Mogridge
Contact phone number: +64 21 931 355
Contact email address: investor@seadragon.co.nz
Date of release through MAP: 24 January 2020
For further information contact:
Bryan Mogridge
Chairman
+64 21 931 355
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:00347531 For:SEA Type:SECISSUE Time:2020-01-24 10:47:20
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