17 June 2025 [Adelaide]
Clean Seas Seafood Limited (ASX: CSS) (“Clean Seas”, “CSS”, “the Company”) refers to its prior announcement of 31 March 2025 regarding its entry into a Scheme Implementation Deed (“SID”) with Yumbah Aquaculture Ltd ACN 082 219 636 ("Yumbah") to acquire all of the ordinary shares on issue in the capital of Clean Seas, by way of a scheme of arrangement ("Scheme").
Yumbah Scrip Alternative Ratio
Clean Seas advises that Yumbah has proposed a change to the ratio of the number of New Yumbah Shares offered for the number of Clean Seas Shares held by Clean Seas Shareholders ("Yumbah Scrip Alternative"), under the Scheme to one (1) New Yumbah Share for every 2.8571 Clean Seas Shares held on the Scheme Record Date.
The revised ratio reflects Yumbah’s revised internal valuation. Yumbah has advised that it intends to recognise non-cash impairments to its balance sheet reflecting the impact of certain industry factors, the past summer and internal structuring of Yumbah. The possibility of these impairments was disclosed in the Scheme Booklet, however, the extent of impairment was not apparent at that time. Yumbah has determined an estimate of likely impairments to be made to the carrying value of its abalone assets of between $23 million to $28 million . As a result, Yumbah has revised its internal valuation from $0.44 to between $0.44 and $0.40. For the purposes of the Yumbah Scrip Alternative, Yumbah has determined to adopt the lower end of its valuation range, being $0.40.
It is important to note that if the Scheme is approved and implemented, each Clean Seas Shareholder will continue to receive $0.14 in cash for each Clean Seas Share that they own ("Default Cash Consideration"), unless they make a valid Election to receive the unlisted scrip alternative of New Yumbah Shares.
The Independent Board Committee Recommends Voting in FAVOUR of the Scheme
The Clean Seas Independent Board Committee (“IBC”) continues to unanimously recommend that, based on the Default Cash Consideration, Clean Seas Shareholders vote in favour of the Scheme in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Clean Seas Shareholders. Subject to the same qualifications, each member of the IBC intends to vote all Clean Seas Shares held or controlled by them in favour of the Scheme.
The IBC makes no recommendation to Clean Seas Shareholders in relation to the Yumbah Scrip Alternative due to the highly speculative nature of the New Yumbah Shares and the fact that deciding whether the New Yumbah Shares are appropriate for an individual Clean Seas Shareholder will depend on the characteristics and risk profile of that particular shareholder.
Supplementary Scheme Booklet
The SID has been amended to reflect the change to the ratio of the Yumbah Scrip Alternative. A copy of the Second Amendment and Restatement Deed to amend the SID is attached to this announcement. Clean Seas currently anticipates that a Supplementary Scheme Booklet will be released to the ASX and sent to CSS Shareholders on or around 18 June 2025.
Independent Expert
Clean Seas appointed BDO Corporate Finance Ltd ABN 54 010 185 725 as the Independent Expert to assess the merits of the Scheme and provide an opinion on whether the Scheme is in the best interests of Clean Seas Shareholders.
The Independent Expert has assessed the value of a Clean Seas Share to be in the range of $0.124 and $0.176 on a controlling interest basis. The Default Cash Consideration of $0.14 cash per Clean Seas Share is within the Independent Expert’s assessed valuation range.
Based on the Default Cash Consideration, the Independent Expert concluded that the Scheme is in the best interests of Clean Seas Shareholders, in the absence of a Superior Proposal. The Independent Expert continues to conclude that the Scheme is in the best interests of Clean Seas Shareholders, in the absence of a Superior Proposal.
As at 17 June 2025, no Superior Proposal has emerged.
Scheme Meeting to be adjourned for a new date
The Scheme Meeting, currently scheduled to be held in person at 11:00am (Adelaide time) on Monday 23 June 2025, will be adjourned to a date expected to be no later than 8 July 2025 at 12:00pm and at the same venue.
Clean Seas expects to receive orders from the Court on Wednesday, 18 June 2025 confirming the new date for the Scheme Meeting, after which an announcement will be made.
Cleans Seas will also update Clean Seas Shareholders with the new date for the Second Court Hearing (now expected to be on Tuesday, 15 July 2025), should Clean Seas Shareholders approve the Scheme at the Scheme Meeting.
Voting on the Scheme and Scheme Consideration
Clean Seas Shareholders registered on the Clean Seas Share Register at 7:00pm (Adelaide Time) on Monday, 7 July 2025 will be entitled to vote on the Scheme. All Clean Seas Shareholders are encouraged to vote by attending the Scheme Meeting or alternatively by completing the Proxy Form accompanying the Scheme Booklet.
Clean Seas Shareholders who have already submitted their Proxy Form are able to revise their proxy instruction either online or by completing and returning a replacement Proxy Form. Proxy Forms must be received by the Clean Seas Share Registry, no later than 7:00pm (Adelaide Time) on Friday, 4 July 2025 to be valid. A subsequent Proxy Form or direct vote that is received prior to this time will revoke any previously submitted direct vote or proxy instruction.
Valid Proxy Forms which have already been submitted by Clean Seas shareholders will remain valid unless revoked.
If the Scheme is approved and implemented, each Clean Seas Shareholder will receive the Default Cash Consideration of $0.14 for each Clean Seas Share that they own, unless they make a valid Election to receive the unlisted scrip alternative of New Yumbah Shares.
All valid eligible Clean Seas Shareholders who have Elected to receive the Yumbah Scrip Alternative will receive the updated Yumbah Scrip Alternative ratio of one (1) New Yumbah share for every 2.8571 Clean Seas Shares held on the Scheme Record Date. Clean Seas Shareholders who have submitted their Election Form and no longer wish to receive the Yumbah Scrip Alternative may withdraw a previously submitted form by contacting the Clean Seas Share Registry by e-mail at enquiries@boardroomlimited.com.au or by telephone on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia) before the extended Election Deadline (subject to Court approval) of 7:00pm (Adelaide time) on 4 July 2025.
Scheme Conditions
The Scheme remains subject to certain conditions detailed in the SID annexed to Clean Seas’ announcement to the ASX on 31 March 2025.
Further Information
Clean Seas Shareholders are encouraged to read the Scheme Booklet and Supplementary Scheme Booklet (when made available) carefully and in full before deciding whether to vote in favour of the Scheme.
If, after reading the Scheme Booklet, you have further questions in relation to the Scheme or the Scheme Booklet, please contact the Shareholder Information between 8:30am and 5:30pm (Sydney time), Monday to Friday on:
• 1300 737 760 (within Australia)
• +61 2 9290 9600 (outside Australia)
This announcement is authorised by the Independent Board Committee of the Company.
For further information on Clean Seas Seafood, please contact:
Rob Gratton
CEO
rob.gratton@cleanseas.com.au
+61 434 148 979