SeaDragon Limited


Transaction Type: Company meeting (Allotment)

Allottee: Comvita Limited

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

Date of meeting: 17/12/2015


SeaDragon Limited (SeaDragon) agreed with its substantial shareholder Comvita Limited (Comvita) that Comvita would subscribe for at least $2.0 million of SeaDragon shares attributable to unexercised rights offered as part of the shortfall bookbuild for a three for five rights issue by SeaDragon. As part of the rights issue, SeaDragon issued 410,897,830 options to Comvita. In addition, SeaDragon also agreed to grant Comvita an option to subscribe for an additional 375,000,000 SeaDragon shares.

Upon exercise of the 410,897,830 options and the issue of the 375,000,000 SeaDragon shares, Comvita could potentially increase its voting control in SeaDragon from 13.14% to 30.58%, triggering rule 6 of the Code. Accordingly, SeaDragon sought shareholder approval under rule 7(d) of the Code as an exception to rule 6 of the Code.

At a special meeting on 17 December 2015, SeaDragon’s shareholders approved the resolution in respect of the proposed allotment.