SeaDragon Limited


Transaction Type: Company meeting (Allotment)

Allottee: Pescado Holdings Limited, Bioscience Limited, Comvita Limited

Independent Adviser(s): Simmons Corporate Finance (Rule 18)

Date of meeting: 8/08/2018


On 14 June 2018, SeaDragon Limited (SeaDragon) announced that it had entered into a term sheet with its major shareholders Pescado Holdings Limited (Pescado), Bioscience Limited (Bioscience) and Comvita Limited (Comvita) under which:

  • Pescado and Bioscience had agreed to provide convertible loan note facilities to SeaDragon for up to $3.0 million each (the Pescado Loan and Bioscience Loan);
  • the terms of an existing convertible loan note facility provided by Comvita would be amended to reflect the terms of the Pescado Loan and Bioscience Loans; and
  • the terms of an option held by Comvita giving in the right to subscribe for 375,000,000 ordinary shares in SeaDragon would be amended, including changing the expiry date and exercise price per share to match that of the Pescado Loan and Bioscience Loan.

SeaDragon had agreed that, subject to shareholder approval of the proposed transactions, it would also make a 1 for 1 pro-rata renounceable rights offer to all current shareholders at a price per share equal to $0.0033.

On 8 August 2018, SeaDragon shareholders approved all resolutions.

Campbell MacPherson prepared an independent adviser's report on the merits of the proposed transaction for SeaDragon shareholders.