Scheme Booklet registered with ASIC

13 May 2025 06:43 CEST

13 May 2025 [Adelaide]

Clean Seas Seafood Limited (ASX: CSS) (“Clean Seas”, “CSS”, “the Company”)
refers to its announcements dated 31 March 2025 and 15 April 2025 regarding
entry 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 a
scheme of arrangement (“Scheme”).
As announced to the ASX earlier today, the Federal Court of Australia has made
orders that CSS convene and hold a meeting of Clean Seas Shareholders to
consider and vote on the proposed acquisition of CSS by Yumbah Aquaculture Ltd
(“Yumbah”) by way of scheme of arrangement (“Scheme”) (“Scheme Meeting”) and
approving the distribution to Clean Seas Shareholders of an explanatory
statement in connection with the Scheme (“Scheme Booklet”).
Scheme Booklet
Clean Seas confirms that the Scheme Booklet has today been registered with the
Australian Securities and Investments Commission (“ASIC”). A copy of the Scheme
Booklet, including the Independent Expert’s Report and the Notice of the Scheme
Meeting, is attached to this announcement.
The Scheme Booklet will be sent to Clean Seas Shareholders as follows:
• Shareholders who have elected to receive electronic communications from Clean
Seas will be sent an email containing instructions on how to view or download a
copy of the Scheme Booklet, as well as instructions on how to lodge their Proxy
Form;
• Shareholders who have elected to receive hard copies of communications from
Clean Seas will receive a hard copy of the Scheme Booklet by post and a
personalised Proxy Form; and
• all other Shareholders will receive a letter containing instructions about how
to view or download a copy of the Scheme Booklet and a personalised Proxy Form.
Dispatch of the Scheme Booklet, as described above, is expected to occur no
later than Friday, 23 May 2025.
Unless otherwise indicated, capitalised terms used in this announcement have the
meaning given to them in the Scheme Booklet dated on 13 May 2025, a copy of
which is attached to this announcement.
Scheme Consideration
If the Scheme is approved and implemented, Clean Seas Shareholders will receive:
(a) the Default Cash Consideration - cash of $0.14 per ordinary share in the
capital of Clean Seas (“Clean Seas Share”); or
(b) at the election of eligible1 Clean Seas Shareholders, an unlisted scrip
alternative of one (1) newly issued ordinary share in the capital of Yumbah
(“New Yumbah Share”) for every 3.1428 Clean Sea Shares (“Yumbah Scrip
Alternative”).
If a valid Election is not made by a Clean Seas Shareholder or no Election is
made by a Clean Seas Shareholder, then that Clean Seas Shareholder will receive
the Default Cash Consideration for each Scheme Share that they hold.
If a Clean Seas Shareholder is an Ineligible Shareholder, they will not be
entitled to receive New Yumbah Shares. Ineligible Shareholders will instead
receive only the Default Cash Consideration for their Scheme Shares.

1 Clean Seas Shareholders from jurisdictions outside of Australia, New Zealand,
Norway, Liechtenstein, Switzerland, and the United Kingdon, and Clean Seas
Shareholders who hold less than the minimum parcel of 3,570 Clean Seas Shares,
will be ineligible from making an Election to receive the Yumbah Scrip
Alternative.
Clean Seas Seafood Limited | ABN 61 094 380 435
7 Frederick Road, Royal Park SA 5014 | PO Box 3316, Port Adelaide SA 5015 Tel
+61 (08) 8621 2900 | www.cleanseas.com.au

2

Independent Expert’s Report
The Scheme Booklet includes an Independent Expert’s Report from BDO Corporate
Finance Ltd (“BDO”), which concludes that, based on the Default Cash
Consideration, the Scheme is in the best interests of Clean Seas Shareholders,
in the absence of a Superior Proposal. The Independent Expert only considered
the Default Cash Consideration to assess the fairness of the Scheme with this
being the default consideration under the Scheme. Neither the Independent Board
Committee nor the Independent Expert have undertaken an evaluation of or make
any recommendation to Clean Seas Shareholders in relation to the Yumbah Scrip
Alternative. The Independent Expert’s conclusion should be read in context with
the full Independent Expert’s Report and the Scheme Booklet.
The Independent Board Committee Recommends Voting in FAVOUR of the Scheme
The Clean Seas Independent Board Committee (“IBC”) unanimously recommends that,
based on the Default Cash Consideration, Clean Seas Shareholders vote in favour
of the Scheme in the absence of a Superior Proposal and subject to the
Independent Expert continuing to conclude that the Scheme is in the best
interests of Clean Seas Shareholders. Subject to the same qualifications, each
member of the IBC intends to vote all Clean Seas Shares held or controlled by
them in favour of the Scheme. The IBC makes no recommendation to Clean Seas
Shareholders in relation to the Yumbah Scrip Alternative due to the highly
speculative nature of the New Yumbah Shares and the fact that deciding whether
the New Yumbah Shares are appropriate for an individual Clean Seas Shareholder
will depend on the characteristics and risk profile of that particular
shareholder.
Scheme Meeting
The Scheme Meeting will be held in person at 11:00am (Adelaide time) on Monday
23 June 2025 at Grant Thornton, Level 3, 170 Frome Street, Adelaide SA 5000.
Clean Seas Shareholders registered on the Clean Seas Share Register at 7:00pm
(Adelaide Time) on 20 June 2025 will be entitled to vote on the Scheme.
All Clean Seas Shareholders are encouraged to vote by attending the Scheme
Meeting or alternatively by completing the Proxy Form accompanying the Scheme
Booklet.
Further Information
Clean Seas Shareholders are encouraged to read the Scheme Booklet carefully and
in full before deciding whether to vote in favour of the Scheme.
If, after reading the Scheme Booklet, you have further questions in relation to
the Scheme or the Scheme Booklet, please contact the Shareholder Information
between 8:30am and 5:30pm (Sydney time), Monday to Friday on:
• 1300 737 760 (within Australia)
• +61 2 9290 9600 (outside Australia)


This announcement is authorised by the Independent Board Committee of the
Company.
For further information on Clean Seas Seafood, please contact:

Rob Gratton
CEO
rob.gratton@cleanseas.com.au

+61 434 148 979

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646092_250513 - ASX Announcement- Scheme Booklet registered with ASIC_FINAL.pdf