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Small Related Party Transaction
Sea Harvest Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2008/001066/06)
Share code: SHG ISIN: ZAE000240198
(“Sea Harvest”)
SMALL RELATED PARTY TRANSACTION
1. BACKGROUND
Shareholders are referred to the announcement dated 22 January 2024 regarding Sea Harvest's acquisition
of the Pelagic Business and a portion of the Abalone Business from Terrasan Beleggings Proprietary
Limited ("Terrasan").
In terms of the Sale of Shares and Claims Agreement ("SPA") entered into between, inter alios, Sea Harvest
and Terrasan (the “Parties”), West Point Processors Proprietary Limited ("West Point Processors"), one
of the acquired companies, is required to remediate certain matters in terms of the SPA ("Remediation
Process"). Details of the arrangements governing the remediation of, and security for, the associated
liability are set out in the SPA as detailed in, and made available for inspection pursuant to, the joint circular
issued by the parties on 14 February 2024 (“2024 Circular”). Shareholders are referred to the 2024 Circular
for additional details relating to that transaction.
Pursuant to the above, the Parties have entered into a cession and pledge of shares agreement (“Cession
and Pledge Agreement”) and a related escrow agent appointment letter (“Appointment Letter”) with
Computershare Investor Services Proprietary Limited (“Escrow Agent”), as escrow agent, to regulate the
security arrangements relating to the Remediation Process (the “Agreement”).
2. NATURE OF THE BUSINESS AND SHAREHOLDING OF TERRASAN
Terrasan (a wholly-owned South African subsidiary of Terrasan Group Limited (“Terrasan Group”)) is a
major investor in Sea Harvest. Further information of the ultimate beneficial ownership of Terrasan Group
is set out in the 2024 Circular. Terrasan holds strategic investments in the fishing industry.
3. TERMS OF THE AGREEMENT AND RATIONALE
As security for Terrasan's obligations in respect of the Remediation Process, the Parties have agreed to
enter into the Cession and Pledge Agreement in terms of which 4,250,000 ordinary shares in Sea Harvest
held by Terrasan (“Shares”) will be maintained in an escrow account and ceded and pledged by Terrasan
in Sea Harvest's favour.
The rationale for concluding this arrangement is to ensure that Terrasan's obligations in respect of the
Remediation Process are secured. Given the contingent nature and uncertain quantum of the costs required
in this regard, it is prudent that Sea Harvest has adequate security to ensure the timeous funding and
settlement of the relevant remediation costs as and when they arise. The pledge and cession of the Shares
provide a practical and readily realisable form of security, enabling Sea Harvest to do so, while allowing
Terrasan to retain ownership and associated shareholder rights until enforcement becomes necessary.
4. CONDITIONS PRECEDENT AND EFFECTIVE DATE
The Cession and Pledge Agreement becomes effective on the signature date thereof and is not subject to
any conditions precedent.
5. SMALL RELATED PARTY TRANSACTION
5.1. Consideration and Categorisation
Terrasan holds 15.23% of Sea Harvest’s issued shares. As such, Terrasan is deemed a "related party"
as defined in paragraph 9.1(a) of the Listings Requirements of the JSE Limited (“JSE Listings
Requirements”).
The value of the Cession and Pledge Agreement is anticipated to be no more than R33,200,000 which
equates to 1.1% of the Company’s market capitalisation at the time of this announcement.
Accordingly, the entry into the Cession and Pledge Agreement falls within the definition of a small
related party transaction in terms of the JSE Listings Requirements.
5.2. Independent directors’ statement
The Independent Directors of the Company have considered the terms of the Cession and Pledge
Agreement and confirm that:
• it was concluded on an arm’s length basis, having regard to the terms thereof; and
• the terms thereof are fair to shareholders of the Company, excluding the related party and its
associates.
In reaching the conclusion, the Independent Directors took into account, inter alia, the Sea Harvest
share price and the underlying commercial rationale.
5.3. Inspection of agreement
In accordance with paragraph 9.3(a) of the JSE Listings Requirements, the Cession and Pledge
Agreement will be available for inspection for a period of 14 days from the date of this announcement
at Sea Harvest’s registered office at 1st Floor, Block C, Boulevard Office Park, Searle Street,
Woodstock, 7925, South Africa or electronically upon request directed to Zantira Annandakrisnan at
ZantiraA@SeaHarvest.co.za.
Johannesburg
17 August 2026
Corporate advisor and Sponsor
The Standard Bank of South Africa Limited
Date: 17/08/2026 07:00:00
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