Clean Seas enters into Scheme Implementation Deed with Yumbah

31 Mar 2025 00:29 CEST

31 March 2025

• CSS has entered into a scheme implementation deed with Yumbah under which
Yumbah has agreed to acquire 100% of the shares in CSS by way of a scheme of
arrangement.
• Under the terms of the Scheme, CSS shareholders will have the option to
receive $0.14 cash per share or an unlisted scrip alternative in Yumbah.
• The $0.14 cash consideration per CSS share represents a 52% premium to the
closing share price of $0.092 per share on 18 February 2025 and a 47% premium
to the 1-month volume weighted average price up to and including 18 February
2025.
• The Clean Seas IBC unanimously recommends that CSS shareholders vote in favour
of the Scheme, in each case in the absence of a superior proposal and subject to
an Independent Expert concluding (and continuing to conclude) that the Scheme is
in the best interests of CSS shareholders.
• The Scheme is subject to certain conditions, including approval by CSS
shareholders at a Scheme Meeting.
• Subject to satisfaction of the conditions, implementation of the Scheme is
expected to occur in July 2025. If the Scheme is implemented, CSS will be
delisted from the ASX.

Overview of the Scheme
Clean Seas Seafood Limited (ASX: CSS) (“Clean Seas”, “CSS”, “the Company”) has
entered into a Scheme Implementation Deed (“SID”) with Yumbah Aquaculture Ltd
(“Yumbah”) under which Yumbah will acquire 100% of the shares in CSS by way of
scheme of arrangement (“Scheme”) (“Yumbah Binding Offer”).
Subject to all applicable conditions being satisfied or waived and the Scheme
being implemented, CSS shareholders will receive:
 cash consideration of $0.14 per share (“Cash Consideration”); or
 at the election of eligible CSS shareholders , 1 new unlisted Yumbah share for
every 3.1429 CSS shares held (“Scrip Alternative”).
The CSS IBC unanimously recommends the Scheme
As detailed in the Company’s announcement on 19 February 2025, the Board of CSS
established an independent committee of directors (“IBC”) to evaluate and
negotiate the proposed transaction.
The IBC unanimously recommends that CSS shareholders vote in favour of the
Scheme and intend to vote CSS shares in their control in favour of the Scheme,
in each case in the absence of a superior proposal and subject to an Independent
Expert concluding (and continuing to conclude) that the Scheme is in the best
interests of CSS shareholders. The IBC makes no recommendation in relation to
the Scrip Alternative and notes that CSS shareholders who elect to receive the
Scrip Alternative will have ongoing economic exposure to the merged CSS and
Yumbah business.
The Cash Consideration is the default consideration under the Scheme. If the
Scheme is implemented, CSS shareholders that do not make a valid election to
receive the Scrip Alternative or those holding a CSS share parcel of less than
7,857 CSS shares, will receive the Cash Consideration for all their CSS shares.
Under the Scrip Alternative, each share issued will be an unlisted new Yumbah
share. Eligible CSS shareholders that elect to receive the Scrip Alternative
will be bound by Yumbah's Constitution.
CSS IBC member Katelyn Adams said “The merger of Clean Seas and Yumbah
represents a strategic alignment that enhances operational capabilities, market
reach, and long-term growth potential. By combining expertise in aquaculture
and sustainable seafood production, the combined entity will be well-positioned
as a leading provider in Australia’s aquaculture industry.”
The IBC believes the Cash Consideration to be compelling to CSS shareholders for
the following reasons:
 Significant Premium: the Cash Consideration represents an attractive premium
of:
 52.2% to the closing price of $0.092 on 18 February 2025 (being the last
trading day prior to the announcement that CSS had entered into a Process Deed
with Yumbah);
 46.8% to the one-month volume weighted average price (“VWAP”) to 18 February
2025 of $0.0954; and
 27.6% to the three-month VWAP to 18 February 2025 of $0.1097.

 Certainty of value: the Yumbah Binding Offer provides CSS shareholders with
certainty of value and the opportunity to realise their investment for cash or
new Yumbah scrip, particularly in the context of the Company’s announcement on
20 December 2024 detailing the events surrounding the Year Class 24 cohort of
fish.
CSS has appointed an Independent Expert to determine whether the Scheme is in
the best interests of CSS shareholders. The Independent Expert’s report will be
included in a Scheme Booklet, which is expected to be distributed to
shareholders in May 2025 (subject to the regulatory approval process).
Details of the Scheme Implementation Deed
The SID is subject to a number of conditions including:
 Approval from CSS shareholders in accordance with the Corporations Act 2001
(Cth);
 Court and regulatory approvals;
 The Independent Expert’s Report concluding that the Scheme is in the best
interests of CSS shareholders and the Independent Expert not changing their
conclusion; and
 Receipt of certain consents and approvals, and other customary conditions,
including that no material adverse change or prescribed occurrence occurs prior
to implementation of the Scheme.
The SID also contains customary exclusivity, no-shop, no-talk, no due diligence
and matching right provisions. It also details the circumstances under which CSS
may be required to pay a break fee to Yumbah, or vice versa.
Full details of the terms and conditions of the Scheme are set out in the SID, a
copy of which is attached to this announcement.
Indicative Timetable and next steps
CSS shareholders do not need to take any action at the current time. A Scheme
Booklet containing information relating to the Scheme, the Independent Expert’s
report on whether the Scheme is in the best interests of CSS shareholders,
reasons for the IBC’s recommendation and details of the Scheme meeting is
expected to be mailed to CSS shareholders in May 2025.
 
An indicative timetable for the Scheme is set out below. These dates are
indicative only and subject to change:
First court hearing mid May 2025
Dispatch of Scheme Booklet late May 2025
Scheme Meeting late June 2025
Second Court Hearing early July 2025
Effective Date early July 2025
Scheme Record Date early July 2025
Implementation Date mid July 2025
CSS has appointed Candour Advisory as financial advisor and HWLE as legal
advisor.
Yumbah has appointed K&L Gates as legal advisor.
This announcement is authorised by the IBC of the Company.
For further information on Clean Seas, please contact:
Rob Gratton
CEO
rob.gratton@cleanseas.com.au
+61 434 148 979

About Yumbah
Yumbah is an Australian-owned unlisted public company and operates a vertically
integrated investment grade shellfish aquaculture portfolio with operations in
South Australia, Victoria, Tasmania and New South Wales. The company delivers
premium produce from spat through to harvested products, supplying farmers,
wholesalers and retailers with sustainably farmed shellfish.
Yumbah is one of the largest producers of abalone in Australia, specialising in
onshore production of this prized shellfish. In addition, the Yumbah group
produces oysters, mussels, aquafeed and oyster spat. For more information,
visit: www.yumbah.com
Anthony Hall is a director and the largest shareholder of Yumbah with an
indirect ~56.77% interest and is Clean Seas’ largest shareholder with a current
indirect ownership of ~22.6%. CSS director Gary Higgins also serves as a
director and Chairman of Yumbah.
About Clean Seas Seafood

Clean Seas Seafood is a fully integrated Australian Aquaculture business listed
on the Australian Securities Exchange (ASX) and with a secondary listing on
Euronext Growth Oslo (OSE).
Clean Seas is the global leader in full cycle breeding, farming, processing and
marketing of its Hiramasa or Yellowtail Kingfish (Seriola lalandi) and is
renowned amongst leading chefs and restaurants around the world for its
exceptional quality.
Clean Seas is recognised for innovation in its sustainable Yellowtail Kingfish
farming and has become the largest producer of aquaculture Yellowtail Kingfish
outside Japan. For more information, visit www.cleanseas.com.au

As at the date of this announcement as advised by Yumbah.

More information:
Access the news on Oslo Bors NewsWeb site