20 June 2025
Clean Seas Seafood Limited (ASX: CSS) (“Clean Seas”, “CSS”, “the Company”) refers to its announcements dated 31 March 2025, 15 April 2025 and 17 June 2025 regarding the entry into a Scheme Implementation Deed (“SID”) with Yumbah Aquaculture Ltd (“Yumbah”) to acquire all of the ordinary shares on issue in the capital of Clean Seas by way of a scheme of arrangement (“Scheme”).
On 17 June 2025, Clean Seas announced that the SID had been amended to reflect a change to the ratio of the Yumbah Scrip Alternative offered under the terms of the Scheme to one (1) New Yumbah Share for every 2.8571 Clean Seas Shares held on the Scheme Record Date.
A letter sent to shareholders today (copy attached) contains details on where the Supplementary Scheme Booklet in relation to the change to the ratio of the Yumbah Scrip Alternative can be viewed and downloaded. An email containing similar information has been dispatched to those Clean Seas Shareholders that have elected to receive electronic communications from Clean Seas.
The Independent Board Committee Recommends Voting in FAVOUR of the Scheme
The Clean Seas Independent Board Committee (“IBC”) unanimously recommends 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.
Rescheduled Scheme Meeting
The Scheme Meeting will be held in person at 12:00pm (Adelaide time) on Tuesday 8 July 2025 at Grant Thornton, Level 3, 170 Frome Street, Adelaide SA 5000.
Voting on the Scheme and Election for Yumbah Scrip Alternative
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 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.
Further Information
Clean Seas Shareholders are encouraged to read the Scheme Booklet and the Supplementary Scheme Booklet (which are available at https://cleanseas.com.au/investors/corporate-governance/) carefully and in full before deciding whether to vote in favour of the Scheme.
If, after reading the Scheme Booklet and the Supplementary Scheme Booklet, you have further questions in relation to the Scheme, the Scheme Booklet or the Supplementary Scheme Booklet, please contact 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