| Thu 31 Aug 2006, 17:30 | | Oceana Group Limited - Black Economic Empowerment |
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OCE
OCE
Oceana Group Limited - Black Economic Empowerment Transaction
OCEANA GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1939/001730/06)
JSE share code: OCE
NSX share code: OCG
ISIN: ZAE000025284
("Oceana" or "the Company")
1. INTRODUCTION
In an announcement released on Securities Exchange News Service ("SENS")
of the JSE Limited ("JSE") on Monday, 26 June 2006 and published in the
press the next day, Oceana shareholders were advised that Oceana had
entered into written agreements, subject to the fulfilment of the
conditions precedent contained therein and set out in paragraph 7 below,
which would result in the implementation of a black economic empowerment
("BEE") transaction for Oceana ("the BEE transaction").
Oceana entered into a heads of agreement with Brimstone Investment
Corporation Limited ("Brimstone"), as its strategic black partner, in
terms of which Brimstone will acquire, through a special purpose vehicle
named Oceana SPV (Proprietary) Limited ("SPV"), a shareholding of 10.0%
in Oceana ("the Brimstone transaction"). Furthermore, Oceana has
established the Oceana Group Black Employee Share Trust ("OBEST") for the
benefit of current and future black persons who are permanently employed
or permanent seasonal employees of Oceana ("eligible employees"). OBEST
will, in terms of the BEE transaction, acquire a shareholding of 12.4% in
Oceana ("OBEST transaction").
2. RATIONALE
In 1994 a BEE consortium led by Real Africa Holdings Limited ("RAH")
acquired joint control of Oceana through the acquisition of all the
Ocfish Holding Company Limited ("Ocfish") "A" shares. Over time the BEE
shareholding credentials of the consortium changed and hence the board of
directors of Oceana ("Oceana board") has been seeking alternatives to
secure long-term BEE shareholding credentials for the Company. This is
necessary to enable Oceana to continue to play a meaningful role in the
transformation and normalisation of the fishing industry in South Africa.
On implementation of the BEE transaction, 25 977 220 Oceana ordinary
shares ("Oceana shares") will collectively be acquired by Brimstone, via
SPV, and OBEST. The number of 25 977 220 Oceana shares is of historical
significance as this represents the total number of Ocfish "A" shares
allocated for black ownership in terms of the shareholders agreement
concluded in respect of Ocfish in 1994. This pioneering empowerment
initiative occurred long before BEE scorecards had been considered. An
objective of Oceana has been to ensure that the same number of shares is
the subject of the BEE transaction in order to sustain the legacy of the
1994 BEE initiative.
3. OCEANA"S BEE PARTNERS
3.1 Brimstone
Brimstone is a broad-based BEE investment holding company with a current
market capitalisation of approximately R1.4 billion. It has strategic
investments in the industrial, financial services and healthcare sectors.
Brimstone is well acquainted with the fishing industry as it was part of
the initial empowerment consortium that acquired an interest in Ocfish,
the holding company of Oceana. Brimstone also has a 21.5% interest in
Sea Harvest Corporation Limited, a major fishing company focused
primarily on the white fish sector and a subsidiary of Tiger Brands
Limited ("Tiger Brands"). Mustaq Brey, the chief executive officer of
Brimstone, joined the Oceana board in November 1995 and became the
chairman of Oceana in February 2006.
Brimstone was incorporated in 1995 as an investment vehicle for black
persons. It was listed on the JSE in 1998 and is today a successful and
recognised BEE company. The directors of Brimstone include two of its
original founding members, Mustaq Brey and Fred Robertson, both of whom
have extensive business experience.
3.2 OBEST
OBEST will operate for the benefit of current and future eligible
employees. The Oceana board considers that it is important for employees
who are black persons to be key participants in the BEE transaction for
the following reasons:
- Oceana is a major employer in the fishing and cold storage
industries in South Africa and the majority of its employees
comprise black people;
- these employees play an important role in continuing and developing
Oceana"s current business; and
- it will assist Oceana in retaining existing black staff and
attracting new black professionals to the Company.
4. MECHANICS OF THE BEE TRANSACTION
The BEE transaction is structured as a series of indivisible transactions
involving Oceana, Ocfish, RAH, Tiger Brands, Brimstone, SPV and OBEST
("collectively, the parties"), sequentially as follows:
- the disposal by RAH of its entire interest in Ocfish to Tiger
Brands, being 22 234 344 Ocfish "A" shares or 42.8% of Ocfish"s
issued share capital;
- an offer by Tiger Brands to all but one of the holders of Ocfish "A"
shares, excluding Tiger Brands and RAH ("Ocfish "A" minority
shareholders"), to acquire up to 1 168 921 Ocfish "A" shares;
- the unbundling by Ocfish of its entire interest in Oceana, being 51
954 440 Oceana shares or 45.8% of Oceana"s issued share capital to
the Ocfish shareholders ("the unbundling"). The Oceana shares
received by Tiger Brands pursuant to the unbundling, are hereinafter
referred to as the "sale shares";
- the specific issue by Oceana of between 2 363 955 and 3 532 876
Oceana shares (being between 2.0% and 3.0% of the enlarged issued
share capital of Oceana ("Oceana"s new issued share capital"),
depending on the number of Ocfish "A" minority shareholders that
accept the Tiger Brands offer, referred to in paragraph 4.2.2.1
below;
- the sale by the existing Oceana Group Share Trust to OBEST of 210
000 Oceana shares or 0.2% of Oceana"s new issued share capital;
- the specific repurchase of 11 596 755 sale shares by SPV, which at
the time will be a wholly-owned subsidiary of Oceana, in terms of
section 89 of the Companies Act;
- the sale by Oceana of 100% of the ordinary shares in SPV to
Brimstone; and
- the sale by Tiger Brands of between 10 637 589 and 11 806 510 sale
shares to OBEST, depending on the number of Ocfish "A" minority
shareholders that accept the Tiger Brands offer, referred to in
paragraph 4.2.2.1 below
.
Tiger Brands will not be disposing of any of its existing interest in
Oceana, but merely the sale shares acquired by it for the purposes of the
BEE transaction.
The share transactions contemplated in the BEE transaction, pursuant to
the general meeting detailed in paragraph 11 below, will all take place
at R15.21 per Ocfish share or Oceana share, thereby resulting in the BEE
transaction having a transaction value of R395.1 million, excluding
transaction costs.
Pursuant to the series of transactions detailed above, Oceana"s new
issued share capital will be between 115 757 555 and 116 926 476 Oceana
shares.
Oceana and various Oceana operating subsidiaries will make capital
contributions, collectively being R219.3 million, to OBEST to enable it
to acquire Oceana shares.
SPV, which will, subsequent to the implementation of the BEE transaction,
become a wholly-owned subsidiary of Brimstone, will procure the funding
required by it, being R178.0 million, to enable it to acquire Oceana
shares through a combination of third party funding from The Standard
Bank of South Africa Limited ("Standard Bank"), subordinated vendor
financing from Oceana and subordinated funding from Brimstone.
4.1 The Brimstone transaction
4.1.1 Capitalisation of SPV
SPV will allot and issue to Standard Bank, variable rate, redeemable, "A"
preference shares at an aggregate issue price of R70.0 million which will
pay a cumulative dividend ("Standard Bank "A" preference shares"). The
Standard Bank "A" preference shares will have a term of eight years with
the dividend rate fluctuating based on the prevailing prime rate quoted
by Standard Bank from time to time ("prime rate") and cover ratio (market
value of the Oceana shares held by the SPV relative to the outstanding
Standard Bank "A" preference share obligation). Upon issuance of the
Standard Bank "A" preference shares, the indicative funding rate is 77%
of the prevailing prime rate. All of the ordinary shares in SPV will be
held as security until redemption of the Standard Bank "A" preference
shares.
SPV will allot and issue to Brimstone non-cumulative, non-participating
and redeemable "C" preference shares at an aggregate issue price of R20.0
million ("Brimstone "C" preference shares"). The Brimstone "C" preference
shares will have a term of twenty years, will not attract dividends and
will rank after the Standard Bank "A" preference shares and the
cumulative, redeemable "B" preference shares issued to Oceana ("Oceana
"B" preference shares") respectively.
Oceana will provide the balance of SPV"s funding requirement, of R88.0
million, being the purchase price of the Oceana shares including all
transaction costs and interest if applicable less the funding provided by
the Standard Bank "A" preference shares and Brimstone "C" preference
shares, by subscribing for Oceana "B" preference shares. Oceana "B"
preference shares issued to Oceana will have a term of twenty years and
be entitled to a cumulative dividend from the date of issue equal to 95%
of the prime rate payable in cash after service and redemption of the
Standard Bank "A" preference shares.
A summary of the funding for the Brimstone transaction is detailed below.
Summary of funding Amount (R"m) Type of funding
Funding by Standard Bank to SPV 70.0 "A" preference shares
Funding by Oceana to SPV 88.0 "B" preference shares
Funding by Brimstone to SPV 20.0 "C" preference shares
Total 178.0
4.1.2 Repurchase of Oceana shares
SPV will acquire 11 596 755 sale shares or 10.0% of Oceana"s new issued
share capital from Tiger Brands following the unbundling.
The purchase consideration is the same price as Tiger Brands will pay to
RAH and the Ocfish "A" minority shareholders for their Ocfish "A" shares
(i.e. R15.21 per share), in aggregate being R176.4 million. If the SPV
does not discharge the purchase consideration by 30 September 2006, the
purchase consideration will bear interest at the prime rate from 1
October 2006 until the date of payment.
Upon implementation of the acquisition from Tiger Brands, the only asset
of SPV will be the 11 596 755 sale shares or 10.0% of Oceana"s new issued
share capital.
4.1.3 Disposal of SPV to Brimstone
After the process set out in 4.1.2 above, Oceana will sell the ordinary
shares it holds in SPV to Brimstone. The value of the assets in SPV will,
after the implementation of the above, be matched by an obligation in
respect of the preference shares issued to Standard Bank, Oceana and
Brimstone, resulting in the value of the ordinary shares of SPV being
nominal. The purchase price payable by Brimstone to Oceana for the SPV
shares shall be R100.
4.1.4 Summary of the Brimstone transaction
As a result of the steps set out in paragraphs 4.1.1 to 4.1.3, the SPV
will, after implementation of the BEE transaction, be a wholly-owned
subsidiary of Brimstone. The SPV will own 10.0% of Oceana"s new issued
share capital and will have preference share funding to the value of
R178.0 million.
The Oceana dividends received by SPV will be used to service and redeem
the Standard Bank "A" preference shares followed by the service and
redemption of the Oceana "B" preference shares and lastly the redemption
of the Brimstone "C" preference shares.
4.2 OBEST transaction
4.2.1 Capitalisation of OBEST
Oceana and various Oceana operating subsidiaries will make capital
contributions totalling R219.3 million to OBEST and upon making such
capital contributions, will become corporate beneficiaries of OBEST, with
vested rights to distributions to be made by OBEST.
In terms of a formula to be agreed between the first trustees and the
corporate beneficiaries ("formula"), the Oceana dividends OBEST is
expected to receive from its holding of Oceana shares will be used to
make distributions to the corporate beneficiaries and to the eligible
employees.
4.2.2 Acquisition of Oceana shares by OBEST
4.2.2.1 Subscription for Oceana shares
Oceana will undertake a specific issue of between 2 363 955 and 3 532 876
Oceana shares, being between 2.0% and 3.0% of Oceana"s new issued share
capital. The number of Oceana shares to be issued and subscribed for by
OBEST is not yet known as it is dependent on the number of Ocfish "A"
minority shareholders that accept the offer from Tiger Brands for their
Ocfish "A" shares. The lower the number of acceptances the higher the
number of Oceana shares that will be required to be issued to OBEST. The
specific issue will be made at a price of R15.21 per share, a 1.9%
discount to the closing Oceana share price at 25 August 2006, for a total
value of between R36.0 million and R53.7 million.
4.2.2.2 Purchase of Oceana shares
OBEST will acquire between 10 637 589 and 11 806 510 sale shares from
Tiger Brands (being between 9.1% and 10.2% of Oceana"s new issued share
capital). The number of sale shares will depend on the number of Ocfish
"A" minority shareholders that accept the Tiger Brands offer.
The purchase consideration per share is the same price that Tiger Brands
will pay RAH and the Ocfish "A" minority shareholders for their Ocfish
"A" shares i.e. R15.21 per share. If OBEST does not discharge the
purchase consideration by 30 September 2006, the purchase consideration
will bear interest at the prime rate from 1 October 2006 until the date
of payment.
4.2.2.3 Acquisition of Oceana shares from the existing Oceana Group Share
Trust
OBEST will also acquire 210 000 Oceana shares from the existing Oceana
Group Share Trust, which has become a closed trust. In terms of the JSE
Listings Requirements this is deemed to be a specific issue of shares.
Upon implementation of the subscription and purchases as set out above,
the only asset of OBEST will be ordinary shares in Oceana.
4.2.2.4 Summary of the OBEST transaction
As a result of the steps set out above, OBEST will own 12.4% of Oceana"s
new issued share capital.
The Oceana shares owned by OBEST will rank pari passu with all other
Oceana shares in issue and all dividends and other distributions received
in respect of the Oceana shares owned by OBEST will be used to make
distributions to the corporate beneficiaries and, in terms of the
formula, to the eligible employees.
5. TERMS OF OBEST DEED
5.1 Allocations
The allocation committee, which will be a sub-committee of the Oceana
board, will be established to formulate the criteria to determine the
level of participation of the eligible employees. It is intended that the
eligible employees in Paterson Bands A to C will receive vested
participatory rights based on an allocation of a fixed number of Oceana
shares. The vested participatory rights of eligible employees in Paterson
Bands D to F will be based on the level of remuneration for the relevant
band, calculated on a total cost to company basis at the 75th percentile
of remuneration in that band.
Each eligible employee will receive a portion of the economic benefits
and indirect voting rights relating to the Oceana shares which are held
by OBEST by becoming an employee beneficiary of OBEST. It is anticipated
that the allocation committee will make allocations as follows:
- approximately 55% will initially be allocated to current eligible
employees; and
- the remaining 45% of the shares held will be allocated, in its
discretion as and when it deems fit, to current and future eligible
employees.
5.2 Trustees
The first trustees, Jeremy David Cole, Alethea Berenice Anne Conrad and
Rodney Gerald Nicol, employees of Oceana, will remain in office as
trustees for a maximum period of six months from the first allocation of
rights to employee beneficiaries. The first trustees will be replaced by
a board of trustees comprising two elected trustees (elected by eligible
employees), one independent trustee who shall be entitled to a casting
vote in the event of a deadlock (elected by eligible employees from an
Oceana approved list) and three trustees nominated by Oceana.
Oceana will, therefore, not control OBEST.
The trustees will vote the Oceana shares in the best interests of the
eligible employees and may in their discretion call a general meeting of
the employee beneficiaries for the purposes of, inter alia, determining
any directions which they may in their discretion wish to obtain in
relation to the manner in which they shall vote the total of all the
shares held by OBEST. The trustees shall at the written request of at
least 100 employee beneficiaries, convene such a general meeting.
5.3 Vesting rights
The corporate beneficiaries will, upon making the capital contributions
to OBEST, have a vested right to a portion of any income received by
OBEST calculated in accordance with the formula.
The dividend income received by OBEST will be used to make distributions
to the corporate beneficiaries up to a maximum cumulative amount in
accordance with the formula which results in a return of 7.46% per annum.
The eligible employees" participatory rights will vest with the eligible
employees on the date of allocation and are non-transferable.
5.4 OBEST lock-in period
Provision is made for a lock-in period of ten years from the date of the
initial allocation of participatory rights to eligible employees.
Eligible employees will hold their rights for the duration of the lock-in
period, subject to their continued employment, and will be able to take
transfer of the shares at the end of the lock-in period.
Neither the OBEST nor the employee beneficiaries will be entitled to
dispose of, pledge, cede in security, mortgage or hypothecate or encumber
any Oceana shares or vested participatory rights held during the OBEST
lock-in period.
5.5 Termination of employment
In the event that an eligible employee resigns, he/she will forfeit:
- all his/her participatory rights back to OBEST for no consideration,
if his/her employment is terminated within a period of three years
from the allocation date;
- two-thirds of his/her participatory rights back to OBEST for no
consideration, if his/her employment is terminated in the fourth
year from the allocation date; and
- one-third of his/her participatory rights back to OBEST for no
consideration, if his/her employment is terminated in the fifth year
from the allocation date.
In the event that an eligible employee is retrenched, subject to certain
restrictions applying where he/she is the recipient of more that one
allocation, he/she will forfeit:
- two-thirds of his/her participatory rights back to OBEST for no
consideration, if retrenched within a period of three years from the
allocation date; and
- one third of his/her participatory rights back to OBEST for no
consideration, if retrenched within the fourth year from the
allocation date.
A forfeiture of the eligible employee"s participatory rights will not be
triggered in the event of permanent disablement or retirement of an
eligible employee, nor on the disposal of an Oceana business.
In the event of an eligible employee"s death, the trustees shall procure
that his/her shares are sold and accounted to the estate or the
testamentary heir or legatee in terms of the formula.
5.6 Distributions
After the lock-in period, eligible employees may elect to take delivery
of the full benefit of the Oceana shares in accordance with their
allocation rights. In the event of such an election, eligible employees
may, depending on the then value of those shares, be required to make
capital contributions to OBEST in accordance with the formula.
In order to provide cash flows to the eligible employees, a portion of
income received by OBEST will be distributed to the employee
beneficiaries in accordance with the formula pro rata to their
participatory rights.
Subsequent to the corporate beneficiaries having ceased to be
beneficiaries of OBEST, all income received by OBEST will be distributed
to the employee beneficiaries pro rata to their participatory rights.
6. OCEANA FACILITATION
Oceana Group will facilitate the BEE transaction by subscribing for
Oceana "B" preference shares in SPV totalling R88.0 million, plus
interest if applicable, and by making capital contributions to OBEST
totalling R219.3 million. R3.2 million of the capital contributions to
OBEST will flow back to the existing Oceana Group Share Trust, and
therefore to Oceana, resulting in a total funding amount of R304.1
million. Between R36.0 million and R53.7 million of this funding will be
provided through the specific issue of Oceana shares to OBEST. The
balance of this funding will be provided from Oceana"s cash resources.
7. CONDITIONS PRECEDENT
Implementation of the BEE transaction is subject to the fulfilment of the
following conditions precedent:
- Ocfish shareholder approval of the unbundling by not later than 5
October 2006;
- the following resolutions being approved by Oceana shareholders by
not later than 5 October 2006, namely:
- purchase by SPV of 11 596 755 Oceana shares from Tiger Brands, which
will be regarded in terms of the JSE Listings Requirements as a
specific repurchase of shares;
- specific issue by Oceana of between 2 363 955 and 3 532 876 Oceana
shares to OBEST;
- sale by the existing Oceana Group Share Trust to OBEST of 210 000
Oceana shares, which is regarded by the JSE as a specific issue;
- disposal of 100% of the ordinary shares in SPV by Oceana to
Brimstone;
authority for the Oceana directors to implement BEE transaction;
- the unconditional approval of the Competition Authorities, or if
approval is granted with conditions, the written acceptance by the
parties of such conditions by not later than 26 October 2006; and
- the registration of the relevant special resolution by the Registrar
of Companies by not later than 26 October 2006.
8. SRP WAIVER OF MANDATORY OFFER BY TIGER BRANDS AND BRIMSTONE TO OCEANA
SHAREHOLDERS
Oceana shareholders are referred to the announcement released on SENS on
7 July 2006 and published in the press the following day. This
announcement invited Oceana shareholders to provide written submissions
to the Executive Director of the SRP by 17 July 2006, giving reasons why
the Securities Regulation Panel ("SRP") should not waive the requirement
that Tiger Brands and Brimstone extend a mandatory offer to minority
Oceana shareholders, as required in terms of the Securities Regulation
Code, at a price of R15.21 per Oceana share, subsequent to the conclusion
of a voting pool agreement between Tiger Brands and Brimstone. In this
regard, Oceana shareholders are referred to the announcement released on
SENS dated 17 July 2006 and published in the press the following day in
which it was stated that the Executive Director of the SRP did not
receive any submissions and, consequently, the SRP had waived the
requirement that Tiger Brands and Brimstone extend a mandatory offer to
minority Oceana shareholders. No appeal was noted following the
publication of the waiver.
9. COSTS OF THE BEE TRANSACTION
Oceana has estimated the transaction costs, to Oceana and SPV, of the BEE
transaction to be approximately R6.4 million. This estimate ignores any
costs or taxes that may be directly attributable to Oceana shareholders.
Standard Bank has reviewed this calculation.
10. PRO FORMA FINANCIAL EFFECTS
The pro forma financial effects set out below have been prepared to
assist Oceana shareholders to assess the impact of the BEE transaction on
the earnings per Oceana share ("EPS"), headline EPS ("HEPS"), net asset
value per Oceana share ("NAV") and tangible NAV ("TNAV") per share of
Oceana. The pro forma financial effects have been prepared for the six
months ended 31 March 2006. The material assumptions have been set out in
the notes following the table.
These pro forma financial effects have been disclosed in terms of the
Listings Requirements of the JSE and do not constitute a representation
of the future financial position of Oceana on implementation of the BEE
transaction. The pro forma financial effects are the responsibility of
the Oceana board and have been provided for illustrative purposes only
and because of its nature, it may not fairly present Oceana"s financial
position, changes in equity and results of operations.
For the six months ended Before the After the BEE Net
31 March 2006 BEE transaction(2 change
transaction ) (%)
(1)
EPS (cents) 34.1 28.93 (15.2)
HEPS (cents) 33.2 28.03 (15.7)
NAV (cents) 770.6 682.64 (11.4)
TNAV (cents) 726.9 633.94 (12.8)
Notes:
1. The EPS, HEPS, NAV and TNAV "Before the BEE transaction" are
based on the published unaudited interim financial results of Oceana
for the six months ended 31 March 2006. For purposes of the
calculations, the consolidated weighted average number and the
actual number of Oceana shares in issue (net of treasury shares) at
31 March 2006 are 113 036 197 and 113 166 100 respectively.
2. For purposes of the calculations relating to the EPS, HEPS, NAV
and TNAV "After the BEE transaction", the consolidated weighted
average number and the actual number of Oceana shares in issue (net
of treasury shares) at 31 March 2006 are 101 229 687 and 101 359 590
respectively.
3. The EPS and HEPS "After the BEE transaction" are based on the
assumption that the BEE transaction was implemented on 1 October
2005; include once-off transaction costs of R4.8 million and
employee benefit cost in terms of IFRS 2 of R3.4 million; include
accrued dividends on the Oceana "B" preference shares of R4.4
million, less external preference dividends foregone of R0.4
million; assume an interest rate of 7.0% per annum on foregone cash
balances and assume a tax rate of 29% on taxable income.
4. NAV and TNAV "After the BEE transaction" are based on the
assumption that the BEE transaction was implemented on 31 March
2006. NAV per Oceana share has been determined with reference to the
interests of Oceana shareholders. TNAV has been determined with
reference to the interests of Oceana shareholders less trademarks,
fishing rights and goodwill.
11. IMPORTANT DATES AND TIMES
2006
Last day for receipt of forms of proxy for
the general meeting by 10:00 on Thursday, 21 September
General meeting of Oceana shareholders to
be held at 10:00 at 16th Floor,
Metropolitan Centre, 7 Coen Steytler Friday, 22 September
Avenue, Cape Town on
Announcement of results of the general Friday, 22 September
meeting on SENS on
Announcement of results of the general Tuesday, 26 September
meeting published in the press on
New issue of shares to be listed on or Tuesday, 10 October
about
Notes:
1. The abovementioned times and dates are South African times and
dates and are subject to change. Any such change will be
released on SENS and published in the press.
2. If the general meeting is adjourned or postponed, forms of
proxy must be received by no later than twenty four hours prior
to the time of the adjourned or postponed general meeting,
provided that, for the purpose of calculating the latest time
by which forms of proxy must be received, Saturdays, Sundays
and South African public holidays will be excluded.
3. The new issue of shares to be listed on the JSE is subject to
the fulfilment of the conditions precedent, set out in
paragraph 7 above.
12. OPINIONS AND RECOMMENDATIONS
The Oceana board has considered the BEE transaction and recommends that
Oceana shareholders vote in favour of all the resolutions necessary to
implement the BEE transaction to be proposed at the general meeting.
In respect of their personal beneficial holdings in Oceana, the directors
of Oceana intend to vote in favour of all the resolutions proposed by
Oceana at the general meeting.
13. DOCUMENTATION
A circular providing further detail of the BEE transaction, including a
notice of the general meeting to be held on 22 September 2006 and form of
proxy, is being posted to Oceana shareholders today.
14. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Oceana shareholders are referred to Oceana"s cautionary announcement
released on SENS on Monday, 7 August 2006 and are advised that such
cautionary announcement is accordingly withdrawn.
31 August 2006
Investment bank and sponsor Corporate law advisers
(Standard Bank) (Edward Nathan)
Independent reporting accountants Sponsor in Namibia
(Deloitte) (OMAM)
Date: 31/08/2006 05:31:12 PM Produced by the JSE SENS Department
