Independent Adviser(s): Campbell MacPherson (Rule 18)

Company Meeting Date: 17/09/2015

Summary of transaction:

SeaDragon Limited (“SeaDragon”) proposed to undertake an allotment of shares to One Funds Management Limited (“One Funds”) pursuant to a convertible loan agreement.

SeaDragon sought approval of its shareholders to:

  • the issue of up to a maximum of 404,730,313 ordinary shares to One Funds on the conversion of its convertible notes under the agreement; and

  • the issue of up to a maximum of 404,730,313 ordinary shares to One Funds on the exercise of options.

The proposed allotments would result in One Funds holding and controlling up to 45.4% of the voting rights in SeaDragon.

The reason for the allotments was to raise funds which would be used to assist with the completion of SeaDragon’s new omega-3 plant in Nelson, add a fractionation plant to that facility, upgrade their omega-2 plant, pay the costs of SeaDragon’s rights issue and meet SeaDragon’s working capital requirements.

At the annual meeting of shareholders, held on 17 September 2015, SeaDragon’s non-associated shareholders approved the allotments to One Funds.