Secured Loan Notes & Warrants and Notice of GM

Ocean Harvest Technology Group PLC

30 September 2024

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EU (WITHDRAWAL) ACT 2018 ("MAR"). THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Ocean Harvest Technology Group plc

("OHT", the "Company", or the "Group")

Proposed issue of Secured Loan Notes and Warrants to raise £1.5 million

Approval of a waiver under Rule 9 of the City Code on Takeovers and Mergers

and

Notice of General Meeting

Ocean Harvest Technology Group plc (AIM: OHT), a leading researcher, developer and supplier of proprietary blended seaweed products as functional additives for the global animal feed industry, is pleased to announce that it has conditionally raised £1,500,000, before expenses, by way of the issue of Secured Loan Notes and Warrants to certain existing Shareholders (the "Fundraising").

A circular, containing further details of the Fundraising and Notice of General Meeting to be held at 10.00 a.m. on 17 October 2024 is expected to be published and despatched to Shareholders on 30 September 2024 (the "Circular").

A copy of the Circular and the Notice of General Meeting is available on the Company's website at https://oceanharvesttechnology.com/results-reports-presentations/ and defined terms used in this announcement are set out at the end of the announcement.

The General Meeting has been called in order to put to Shareholders the Resolutions required to approve the Rule 9 Waiver and complete the Fundraising.

Transaction Summary

·      Subscription by Noteholders to raise £1,500,000, before expenses, by way of the issue of Secured Loan Notes and Warrants to Noteholders.

·      The Fundraising is conditional upon the passing of the Resolutions. If the Resolutions are not passed, the Fundraising will not proceed.

·      Each warrant entitles the Noteholder to subscribe for one Ordinary Share at the Exercise Price of 11 pence each, increasing to 14 pence each from and including the fifth anniversary of the Warrant Instrument.

·      Four-year term with early redemption permitted in whole (but not in part) on giving three months' notice (or on shorter notice with three months' interest).

·      The Secured Loan Notes provide for the grant of security to the Noteholders over certain of the Company's assets.

·      Interest on the principal amount of the Secured Loan Notes shall accrue at the rate of 12.5 per cent. per annum.

·      The Company shall, on the date of the Secured Loan Note Instrument (the "Issue Date"), pay to each Noteholder an arrangement fee equal to 3.5 per cent. of the principal amount of each Secured Loan Note issued to a Noteholder on the Issue Date.

·      The Company shall, on each Anniversary Date, pay to each Noteholder a commitment fee equal to 0.75 per cent. per annum of the principal amount of the outstanding Notes held by such Noteholder.

·      Following completion of the Fundraising, the Company may, if there is demand, issue up to a maximum of an additional £500,000 of Secured Loan Notes (together with Warrants) to other investors who may wish to subscribe.

The Independent Directors, having been so advised by Cavendish, consider the terms of the Proposals are fair and reasonable as far as the Shareholders and the Independent Shareholders are concerned and therefore in the best interests of Shareholders and the Independent Shareholders taken as a whole. Accordingly, the Independent Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as the Independent Directors have undertaken to do in respect of their own beneficial holdings, amounting as at the Reference Date in aggregate to 187,334 Ordinary Shares, representing approximately 0.2% of the Existing Ordinary Shares.

For more information please contact:

Ocean Harvest Technology Group plc	Tel: [phone]
Ashley Head, Executive Chairman Chris Scott, CFO
Cavendish Capital Markets Ltd (Nominated Adviser and Sole Broker)	Tel: [phone]
Geoff Nash / Seamus Fricker / Trisyia Jamaludin (Corporate Finance) Tim Redfern / Harriet Ward (ECM)

Notes to Editors

Ocean Harvest Technology Group plc is a global leader in the development and commercialisation of value adding proprietary products from blending multiple species of seaweed. The Company provides a range of natural additives focused on improving animal performance and the sustainability of the feed chain, through its unique and proven proprietary seaweed blends. The Company sources its seaweed globally, utilising sustainable and socially responsible harvesting of largely wild blooming seaweed species.  Its products are produced in its facility in Vietnam and sold into the $40bn animal feed additive sector in multiple markets across the world.

For more information, please visit www.oceanharvesttechnology.com.

BACKGROUND TO, REASONS FOR AND DETAILS OF THE FUNDRAISING

Business overview of the Company

Founded in the UK, the Company is a leading researcher, developer and supplier of proprietary blended seaweed products as functional additives for the global animal feed industry. The Company sources raw seaweed for its products globally and has operations spanning the UK, Ireland and Vietnam.

The Company has demonstrated that its products, blended from red, green and brown seaweeds, have a pre-biotic effect in animals which has been shown to lead to higher growth rates, lower mortality and improved feed efficiency in multiple species of animals. The company has been granted a patent which protects these performance claims for a wide range of seaweed blends and for use in a wide range of animals. The granting of this patent demonstrates that OHT is the innovator in this area and has first mover advantage.

OHT sells its OceanFeed blended seaweed additive to customers globally who use the product in a range of animal species. Examples include:

·        the use of OceanFeed in piglet diets to help support the animal in its early life without having to rely on antibiotics;

·        in dairy cattle diets to improve milk production and milk quality; and

·        in layer hen diets to increase egg production and increase eggshell strength.

All of these lead to improvements in profitability for our customers and an improvement in the sustainability of their animal production practices.

The global animal feed additive market is worth over US$40bn per annum providing OHT with significant growth opportunities as customers seek out new products which are natural and help to deliver improvements in performance and sustainability in their animal production systems.

OHT sources wild harvested seaweed from Southeast Asia, Africa (seaweed blooms) and the North Atlantic (sustainably harvested wild seaweed). The seaweed blooms, often invasive, are harvested to restore the biodiversity in the environments from which they are collected. Unlike most other ingredients in animal feed, seaweed uses no arable land, fresh water or fertilisers and hence it has a much lower carbon footprint than other ingredients and additives which they can replace.

OHT continues to invest in its research and development to demonstrate additional benefits of using its OceanFeed products. The company will continue to report the results of these trials and then leverage them to further grow its addressable markets.

OHT has strong growth opportunities as it on-boards new customers in this large global market. Its customers are looking for natural products which can help them deliver improved animal performance, improve the sustainability of their production systems and address their profitability issues. OHT's OceanFeed blended seaweed product is a unique solution for these customers as it is 100 per cent. natural and has a pre-biotic effect with demonstrated results which have been patented. The products also have a lower carbon footprint than most other animal feed ingredients and improves the sustainability of production animals when included in their diets.

Reasons for the Fundraising

On 23 July 2024, and further detailed in paragraph below, the Company announced that it would deliver full year revenue materially below expectations which in turn would have a knock on effect on the Company's cash flow for the same period. Notwithstanding the Company's access to capital through its largely undrawn receivables facility of EUR 2 million, since the date of the trading update the Company has recognised a more urgent need for additional capital to provide a more permanent solution to meet the Company's short-medium term working capital requirements.

The Company currently holds a significant level of inventory (€1.7 million) following lower H1 sales, with this inventory required to meet increasing demand in H2. There are no conventional options to borrow using seaweed as collateral and this has contributed to the need for funding. The Company has therefore taken the decision to carry out the Fundraising to provide a more permanent solution to meet the Group's short-term working capital requirements.

The Fundraising and Terms of the Secured Loan Notes and Warrants

The Company has conditionally raised £1,500,000, before expenses, by way of the issue of Secured Loan Notes and Warrants to the following existing Shareholders:

Shareholder	Aggregate amount of Secured Loan Notes	Aggregate number of Warrants
Heaton Holdings Ltd	£550,000	2,750,000
Ashley Head	£200,000	1,000,000
Terance Butler Holdings	£750,000	3,750,000
Total	£1,500,000	7,500,000

The Fundraising is conditional on the passing of the Resolutions.

The initial Exercise Price for the Warrants represents an approximate 4.8 per cent. premium to the closing middle market price of 10.5 pence per Existing Ordinary Share on 27 September 2024 (being the last practicable date prior to the date of the announcement of Fundraising, as announced by the Company on 30 September 2024).

Following completion of the Fundraising, the Company may, if there is demand, issue up to a maximum of an additional £500,000 of Secured Loan Notes (together with Warrants) to other investors who may wish to subscribe.

Details of the terms of the Secured Loan Notes and Warrants are set out below.

Secured Loan Notes

The key terms of the Secured Loan Note Instrument are as follows:

(a)    Four-year term with early redemption permitted in whole (but not in part) on giving three months' notice (or on shorter notice with three months' interest).

(b)   The Secured Loan Notes provide for the grant of security to the Noteholders over certain of the Company's assets.

(c)    Interest on the principal amount of the Secured Loan Notes shall accrue at the rate of 12.5 per cent. per annum.

(d)   The Company shall, on the date of the Secured Loan Note Instrument (the "Issue Date"), pay to each Noteholder an arrangement fee equal to 3.5 per cent. of the principal amount of each Secured Loan Note issued to a Noteholder on the Issue Date.

(e)    The Company shall, on each Anniversary Date, pay to each Noteholder a commitment fee equal to 0.75 per cent. per annum of the principal amount of the outstanding Notes held by such Noteholder.

Further details of the terms of the Secured Loan Notes are set out in paragraph 8.2 of Part II of the Circular.

The Secured Loan Notes will be issued following approval of the Resolutions by Shareholders at the General Meeting and the satisfaction of all conditions precedent. In order to meet the short-term cash requirements of the Company prior to the General Meeting and the satisfaction of all conditions precedent, it is intended two of the Noteholders will make up to £0.4m available immediately through an on-demand term loan at an interest rate of 12.5%. Following Shareholder approval of the Resolutions, the Secured Loan Notes will be issued along with the Warrants and the balance of the £1.5 million will be available to be drawn down.

Warrants

Each warrant entitles the holder to subscribe for one Ordinary Share at the Exercise Price. The Warrants may be exercised at any time up to 11.59 p.m. on the date falling 10 years from the date of the Warrant Instrument.

Further details of the terms of the Warrants are set out in paragraph 8.3 of Part II of the Circular.

CURRENT TRADING

On 30 September 2024, the Company published its interim results for the 6 months ended 30 June 2024 which contained the following statement:

In its trading update of 23 July 2024 ("Trading Update"), OHT detailed multiple new initiatives that were implemented in early 2024 to drive growth of its OceanFeed product into its substantial target markets.  Whilst the major benefits of these initiatives are not immediate, the Company has already seen a number of early indications of success including greater momentum in onboarding new customers from a wider range of species, geographies and sales channels and enabling shorter sales cycles.

OHT has a highly concentrated customer base that means the actions of a handful of customers have had a material impact on revenues.  As detailed in the trading update of July, neither the Company's largest OceanFeed customer nor its largest single seaweed customer from 2023 had placed any orders in 1H2024. In addition to existing customer revenues, the Company's previous FY 2024 outlook was reliant on quickly commercialising successful trials outcomes and expanding distribution channels which have been slower to realise than forecast.

Reflecting the impact on FY 2024 of existing customer ordering patterns and slower onboarding of new customers, the Company now expects to report full year revenue of circa €2.4 million.  Within that there is an expectation of positive organic revenue growth in OceanFeed excluding the one-year impact from the largest customer. The Company is pleased to now report that this customer resumed orders in August 2024.

Gross margin from the sale of OceanFeed is expected to continue to increase and is expected to be over 40% for the full year. The Company is adequately funded through the loan note facility announced today which gives it sufficient capital (alongside the receivables purchase facility it put in place at the start of 2024) to drive revenue growth into 2025.

Looking forward, OHT believes that 2025 will be a year of substantial revenue growth with greater revenue visibility from the changes made in its sales and marketing strategy which are resulting in:

·              targeting the highest opportunity segments in each specific region and market

·              significant investment in sales and marketing resource and headcount in target regions

·              increasing breadth of customer base with reduced customer concentration risk

·              improved customer intelligence and longer term visibility of usage / demand requirements

·              increased use of distributors with faster customer onboarding and reduced reliance on long trial periods

The trial data and customer feedback remain extremely positive as regards OceanFeed and the Company looks forward to returning to significant growth given the substantial size of the market opportunity.

DETAILS OF CONCERT PARTY'S PARTICIPATION IN THE FUNDRAISING

Certain members of the Concert Party have agreed, conditional on the passing of the Resolutions, to subscribe for the following aggregate amount of Secured Loan Notes and Warrants:

Shareholder	Aggregate amount of Secured Loan Notes	Aggregate number of Warrants
Heaton Holdings Ltd	£550,000	2,750,000
Ashley Head	£200,000	1,000,000
Total	£750,000	3,750,000

INTENTIONS OF CONCERT PARTY FOR THE COMPANY

The Concert Party has confirmed there is no agreement, arrangement or understanding for the transfer of their Ordinary Shares to any third party.

The Concert Party has no intention of making any change in relation to:

1.    the continued employment of the employees and management of the Company and its subsidiaries, including any material change in the conditions of employment or in the balance of the skills and functions of the employees and management;

2.    the Company's future business including its research and development functions;

3.    the location of the Company's headquarters or headquarter functions or the location of the Company's places of business;

4.    the redeployment of the Company's fixed assets;

5.    employer contributions into the Company's pension schemes, the accrual benefits of existing members and the admission of new members; or

6.    the maintenance of any existing trading facilities for the relevant securities including the maintenance and admission of the Ordinary Shares to trading on AIM.

The Concert Party also confirms that Heaton Holdings Limited, Kivalina Two Ltd and Marwal Holdings Limited do not intend to change their own business strategy or any other matter referred to in paragraph above as a result of the Proposals.

In considering whether to recommend that Independent Shareholders vote in favour of the Rule 9 Waiver, the Independent Directors have also given due consideration to the intentions of the Concert Party with respect to the future operation of the business and welcome the assurances made by the Concert Party that it does not seek to make any changes to the Company's future business, fixed assets, headquarter functions, research and development functions, employees or management, pension schemes or the trading facilities on which the Company's Ordinary Shares currently trade.

USE OF PROCEEDS OF THE FUNDRAISING

The gross proceeds of the Fundraising are £1.5 million.

The net proceeds of approximately £1.3 million will be used to meet the Company's immediate working capital requirements and provide the capital to drive revenue growth into 2025.

In addition, the Company would receive a further £825,000 to £1.05 million in the event that all of the Warrants are exercised in full , although there can be no certainty all or any of such Warrants will be exercised. If received, these funds would also be used to build out additional seaweed supply and drive sales growth.

APPLICATION OF THE TAKEOVER CODE AND RULE 9 WAIVER

Takeover Code

The Takeover Code is issued and administered by the Takeover Panel. The Takeover Code applies to all takeover and merger transactions, however effected, where the offeree company is, among other things, a listed or unlisted public company resident in the United Kingdom, the Channel Islands or the Isle of Man (and to certain categories of private limited companies). The Company is a public company whose Ordinary Shares are admitted to trading on AIM, and its Shareholders are therefore entitled to the protections afforded by the Takeover Code.

Under Rule 9 of the Takeover Code, any person who acquires an interest in shares (as defined in the Takeover Code) which, taken together with any shares in which that person or any other person acting in concert with that person is interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, is normally required to make an offer to all of the remaining shareholders to acquire their shares in the company.

Similarly, when any person, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of such a company, but does not hold shares carrying more than 50 per cent. of such voting rights, a general offer will normally be required if any further interest in shares is acquired by any such person, or persons acting in concert with him, which increases the percentage of shares carrying voting rights held by such persons.

An offer under Rule 9 would have to be made in cash at a price not less than the highest price paid for any interest in shares in the Company by that person or by any person acting in concert with it within the 12 months prior to the announcement of the offer.

Rule 9 Waiver Resolution

The Concert Party is currently beneficially interested in 56,071,458 Ordinary Shares, representing approximately 44.6 per cent. of the Existing Ordinary Shares.

If the Concert Party exercises the Warrants held by it in full, the Concert Party will be interested in shares carrying more than 30 per cent. of the voting rights of the Company but will not hold shares carrying more than 50 per cent. of the voting rights of the Company.

The interests of the Concert Party in relevant securities of the Company, as at the Reference Date and as they would be assuming exercise of the Warrants held by the Concert Party in full, are set out below:

Concert Party Member	Existing Ordinary Shares	Current holding as a percentage of Existing Ordinary Shares	New Ordinary Shares*	Maximum potential holding of the concert party**	Percentage of Enlarged Share Capital**
Ashley Head	14,068,078	11.2%	1,000,000	15,068,078	11.6%
Stuart Waring	1,358,293	1.1%	0	1,358,293	1.0%
Heaton Holdings Ltd	15,721,628	12.5%	2,750,000	18,471,628	14.3%
Marwal Holdings Ltd	7,368,940	5.9%	0	7,368,940	5.7%
Kivalina Two Ltd	17,224,157	13.7%	0	17,224,157	13.3%
Daniel Waring	165,181	0.1%	0	165,181	0.1%
Zoe Mongey	165,181	0.1%	0	165,181	0.1%
Total	56,071,458	44.6%	3,750,000	59,821,458	46.2%

* assuming the Concert Party exercises all the Warrants issued to it

** Assuming that: (i) the Concert Party exercises in full the Warrants issued to it; and (ii) TBH does not exercise any Warrants

The Takeover Panel has agreed, subject to the passing of the Rule 9 Waiver Resolution by the Independent Shareholders on a poll at the General Meeting, to waive the obligation of the Concert Party that would otherwise arise as a result of the exercise of all of the Warrants held by it. Accordingly, the Company is proposing the Rule 9 Waiver Resolution at the General Meeting, which will be taken on a poll.

The Rule 9 Waiver will be invalidated if any purchases are made by the Concert Party or any party acting in concert with the Concert Party in the period between the date of the Circular and the General Meeting.

Shareholders should note that any further increase in the interests of the Concert Party in the Ordinary Shares of the Company that increases the percentage of the voting rights in the Company in which they are interested, whether collectively or individually, will be subject to the provisions of Rule 9. Whether or not the Rule 9 Waiver Resolution is passed by the Independent Shareholders, members of the Concert Party will not be restricted from making an offer for the Company.

RELATED PARTY TRANSACTION

The participation of Ashley Head, Heaton Holdings Ltd and TBH in the Fundraising is a related party transaction for the purposes of Rule 13 of the AIM Rules. For the purposes of the AIM Rules, the Independent Directors of the Company consider, having consulted with the Company's nominated adviser, Cavendish, that the terms of the Fundraising are fair and reasonable insofar as Shareholders are concerned.

GENERAL MEETING

The Notice of General Meeting is set out at the end of the Circular. The General Meeting is to be held at 41 London Road, Reigate, RH2 9RJ at 10.00 a.m. (UK time) on 17 October 2024.

The Company has called the General Meeting in order to (i) put to Independent Shareholders the Rule 9 Waiver Resolution required to approve the Rule 9 Waiver and to (ii) put to Shareholders the other Resolutions set out in Part III (Notice of General Meeting) of the Circular. Your attention is drawn to the fact that all of the Resolutions must be passed by Shareholders at the General Meeting in order for the Fundraising to proceed.

The Rule 9 Waiver Resolution will be proposed in accordance with the Takeover Code and will be taken on a poll of Independent Shareholders present and by proxy voting at the General Meeting.

The Takeover Code requires the Rule 9 Waiver Resolution to be passed by the Independent Shareholders only.

At the General Meeting the following additional Resolutions will be proposed:

Resolution 2 - Authority to allot shares

Resolution 2 is an ordinary resolution to authorise the Directors to allot relevant securities with an aggregate nominal value of up to £100,000 being equal to 10,000,000 New Ordinary Shares (i.e. the maximum number of Ordinary Shares that may be allotted pursuant to or in connection with the Warrant Instrument).

Resolution 3 - Disapplication of statutory pre-emption rights

Resolution 3, which is conditional on the passing of Resolution 2, is a special resolution to authorise the Directors to allot up to 10,000,000 New Ordinary Shares (i.e. the maximum number of Ordinary Shares that may be allotted pursuant to or in connection with the Warrant Instrument) for cash on a non-pre-emptive basis.

The authorities given by the Resolutions 2 and 3 will be in addition to any existing similar authorities which the Directors may have.

If the Resolutions are not approved by Shareholders at the General Meeting, the Fundraising will not proceed. As such, the anticipated net proceeds of the Fundraising would not become available to the Company. There is no certainty that other funding would be available on suitable terms or at all. Accordingly, in light of the Group's reducing cash position, in such circumstances it would be likely that the Company would have to seek alternative funding which may come at a significantly greater cost.

ACTION TO BE TAKEN BY SHAREHOLDERS

Whether or not Shareholders intend to be present at the General Meeting, they are asked to complete and return the Form of Proxy (enclosed with the Circular) in accordance with the instructions printed on it as soon as possible and, in any event, by no later than 10.00 a.m. on 15 October 2024 (or, in the case of an adjourned General Meeting, no later than 48 hours before the time of such meeting, excluding any part of a day that is not a working day).

Alternatively, Shareholders can submit their vote electronically at www.sharegateway.co.uk. Shareholders will need to use their personal proxy registration code which is printed on their Form of Proxy to facilitate this. Electronic proxy appointments must be received by no later than 10.00 a.m. on 15 October 2024 (or, in the case of an adjournment of the General Meeting, not less than 48 hours before the time fixed for the holding of the adjourned General Meeting (at the discretion of the Directors, excluding any part of a day that is not a working day)).

If Shareholders hold Existing Ordinary Shares in uncertificated form (that is, in CREST) they may vote using the CREST proxy voting service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the Notice of the General Meeting set out at the end of the Circular). Proxies submitted via CREST must be received by the Company's Registrar, Neville Registrars Limited (ID: 7RA11), by no later than 10.00 a.m. on 15 October 2024 (or, in the case of an adjournment of the General Meeting, not less than 48 hours before the time fixed for the holding of the adjourned General Meeting (at the discretion of the Directors, excluding any part of a day that is not a working day)).

If Shareholders require help with voting online or if they have any queries in relation to voting, they should contact the Company's Registrar, Neville Registrars Limited, on Tel: [phone] or by email at [e-mail]. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. - 5.00 p.m., Monday to Friday (excluding public holidays in England and Wales).

INDEPENDENT ADVICE IN RESPECT OF THE WAIVER

The Takeover Code requires the Independent Directors to obtain competent independent advice regarding the merits of the Proposals. Cavendish has provided financial advice to the Directors regarding the Proposals and in providing such advice, Cavendish has taken into account the Directors' commercial assessments. Cavendish confirms that it, and any person who is or is presumed to be acting in concert with it, is independent of the Noteholders and has no personal, financial or commercial relationship, or arrangements or understandings with the Noteholders. Cavendish has given and has not withdrawn its written consent to the inclusion in the Circular of its name and the references to it in the form and context in which they are included.

RECOMMENDATION AND IRREVOCABLE UNDERTAKINGS

The Concert Party is considered to be interested in the outcome of the General Meeting. Accordingly, no Director who is also a member of the Concert Party (being Ashley Head) has participated in the Independent Directors' recommendation and no member of the Concert Party will vote on the Rule 9 Waiver Resolution.

In addition, given that TBH is a Shareholder and is considered to be interested in the outcome of the General Meeting, TBH will not vote on the Rule 9 Waiver Resolution. In addition, given that Stephen Walker is a board representative of TBH, Mr Walker has also not participated in the Independent Directors' recommendation and will also not vote on Rule 9 Waiver Resolution.

The Independent Directors, having been so advised by Cavendish, consider the terms of the Proposals are fair and reasonable as far as the Shareholders and the Independent Shareholders are concerned and therefore in the best interests of Shareholders and the Independent Shareholders taken as a whole. Accordingly, the Independent Directors unanimously recommend that you vote in favour of the Resolutions to be proposed at the General Meeting, as the Independent Directors have undertaken to do in respect of their own beneficial holdings, amounting as at the Reference Date in aggregate to 187,334 Ordinary Shares, representing approximately 0.2 per cent. of the Existing Ordinary Shares.

DEFINITIONS AND GLOSSARY

The following definitions and glossary apply throughout this document (including the Notice of General Meeting) unless the context otherwise requires:

"Act"                                               the Companies Act 2006 (as amended);

"acting in concert"                        has the meaning attributed to it in the Takeover Code;

"Admission Document"                the admission document published on 30 March 2023 in connection with the IPO;

"AIM"                                               the market of that name operated by the London Stock Exchange;

"AIM Rules"                                    the AIM Rules for Companies and the AIM Rules for Nominated Advisers;

"AIM Rules for Companies"          the AIM Rules for Companies, as published and amended from time to time by the London Stock Exchange;

"AIM Rules for Nominated Advisers" the AIM Rules for Nominated Advisers, as published and amended from time to time by the London Stock Exchange;

"Approval"                                      approval of the Rule 9 Waiver;

"Australia"                                      the Commonwealth of Australia, its states, territories and possessions;

"Board" or "Directors"                   the directors of the Company as at the date hereof;

"Business Day"                              any day (excluding Saturdays and Sundays) on which banks are open in London for normal banking business and the London Stock Exchange is open for trading;

"Canada"                                        Canada, its provinces, territories and all areas subject to its jurisdiction and any political sub-division thereof;

"Cavendish"                                    Cavendish Capital Markets Limited, a private limited company incorporated in England and Wales under registered number 06198898 and having its registered office at 1 Bartholomew Close, London, EC1A 7BL, the Company's nominated adviser and sole broker;

"certificated" or "in certificated   an ordinary share recorded on a company's share register as being

form"                                               held in certificated form (namely, not in CREST);

"Chairman"                                     the chairman of the Board;

"Circular" or "this document"       this document;

"Company" or "Ocean Harvest     Ocean Harvest Technology Group plc, a company incorporated in

Technology"                                   England and Wales with registered number 13411717;

"Concert Party"                              Kivalina Two Ltd, Ashley Head, Stuart Waring, Heaton Holdings Ltd, Marwal Holdings Ltd, Daniel Waring and Zoe Mongey;

"CREST"                                          the relevant system (as defined in the CREST Regulations) for paperless settlement of share transfers and holding shares in uncertificated form, in respect of which Euroclear is the operator (as defined in the CREST Regulations);

"CREST Manual"                              the rules governing the operation of CREST as published by Euroclear;

"CREST member"                            a person who has been admitted by Euroclear as a system member (as defined in the CREST Regulations);

"CREST participant"                         a person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations);

"CREST participant ID"                    shall have the meaning given in the CREST Manual;

"CREST Regulations"                                    the Uncertificated Securities Regulations 2001 (SI 2001/3755) including any enactment or subordinate legislation which amends or supersedes those regulations and any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force;

"CREST sponsor"                            a CREST participant admitted to CREST as a CREST sponsor;

"CREST sponsored member"           a CREST member admitted to CREST as a CREST sponsored member;

"Daily Official List"                           the daily official list of the London Stock Exchange;

"Enlarged Share Capital"                 the entire issued share capital of the Company following exercise of the Warrants issued to the Concert Party;

"Euroclear"                                      Euroclear UK & International Limited;

"Exercise Price"                                              11 pence per New Ordinary Share (increasing to 14 pence per New Ordinary Share after 5th anniversary of the Warrant Instrument);

"Existing Ordinary Shares"              the 125,855,697 Ordinary Shares in issue at the date of this announcement;

"FCA"                                               the UK Financial Conduct Authority;

"Form of Proxy"                               the hard copy form of proxy for use by Shareholders in connection with the General Meeting;

"FSMA"                                            the Financial Services and Markets Act 2000 (as amended);

"Fundraising"                                  the issue of the Secured Loan Notes and Warrants to the Noteholders;

"FY23"                                             the financial year ended 31 December 2023 of the Company;

"General Meeting" or "GM"                           the General Meeting of the Company convened for 10.00 a.m. (UK time) on 17 October 2024 or any adjournment thereof, notice of which is set out at the end of the Circular;

"Group"                                           the Company and its subsidiaries (as defined in the Act);

"Independent Directors"                   the Directors, save for Ashley Head and Stephen Walker;

"Independent Shareholders"        all Shareholders other than the Concert Party, TBH and Stephen Walker;

"IPO"                                               the admission of the Company's Ordinary Shares to trading on AIM which became effective on 4 April 2023;

"London Stock Exchange"           London Stock Exchange Group plc;

"New Ordinary Shares"                  the new ordinary shares to be issued pursuant to the exercise of the Warrants;

"Non-Executive Directors"            the non-executive directors of the Company, being Stephen Walker, David Frank Tilston, Christine Adair Maggs, Gerina Eberl-Hancock and Riaan Van Dyk;

"Noteholders"                                the proposed holders of the Secured Loan Notes being Terance Butler Holdings Limited, Heaton Holdings Ltd and Ashley Head;

"Notice of General Meeting"         the notice convening the General Meeting as set out at the end of the Circular;

"Official List"                                 the Official List of the FCA;

"Ordinary Shares"                          the ordinary shares of £0.01 each in the capital of the Company in issue from time to time;

"Proposals"                                    the recommended proposals by the board for the (i) Fundraising; and (ii) the Rule 9 Waiver;

"Prospectus Regulation Rules"   the rules made by the FCA under Part VI of FSMA in relation to offers of transferable securities to the public and admission of transferable securities to trading on a regulated market;

"Reference Date"                           27 September 2024, being the latest practicable date prior to publication of this announcement;

"Registrar"                                      Neville Registrars Limited, the Company's registrar;

"Regulatory Information Service" a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website;

"Republic of South Africa"           the Republic of South Africa, its territories and possessions;

"Resolutions"                                the resolutions to be proposed at the General Meeting, details of which are set out in the Notice of General Meeting;

"Rule 9"                                          Rule 9 of the Takeover Code;

"Rule 9 Waiver"                              the waiver granted by the Takeover Panel, conditional upon the approval by the Independent Shareholders of the Rule 9 Waiver Resolution at the General Meeting, of an obligation which would otherwise be imposed on the Concert Party to make a general offer to all Shareholders under Rule 9 of the Takeover Code, as a result of the issue of New Ordinary Shares following the exercise of Warrants by the Concert Party;

"Rule 9 Waiver Resolution"          the ordinary resolution numbered 1 in the Notice of General Meeting to approve the Rule 9 Waiver;

"Secured Loan Notes"                  the secured loan notes to be issued by the Company to the Noteholders pursuant to the Secured Loan Note Instrument in the aggregate principal amount of £1,500,000;

"Secured Loan Note Instrument" the secured loan note instrument under which the Company has constituted the Secured Loan Notes;

"Securities Act"                             US Securities Act of 1933 (as amended);

"Senior Independent Director"     David Frank Tilston;

"Shareholders"                              the holders of Existing Ordinary Shares, and the term "Shareholder" shall be construed accordingly;

"Share Options"                             existing share options granted under the Company's existing share option plans;

"Subscription Letter"                    the subscription letter under which each Noteholder has subscribed for Secured Loan Notes and Warrants and "Subscription Letters" shall be construed accordingly;

"Takeover Code"                           the City Code on Takeovers and Mergers issued by the Takeover Panel, as amended from time to time;

"TBH"                                              Terance Butler Holdings Limited;

"Takeover Panel"                           the Panel on Takeovers and Mergers;

"United Kingdom" or "UK"            the United Kingdom of Great Britain and Northern Ireland;

"United States" or "US"                 the United States of America, each State thereof, its territories and possessions (including the District of Columbia) and all other areas subject to its jurisdiction;

"£", "pounds sterling", "sterling"   the lawful currency of the United Kingdom; "pence" or "p"

"Warrants"                                      the warrants to subscribe for the New Ordinary Shares at the Exercise Price;

"Warrant Holders"                          the holders of the Warrants;

"Warrant Instrument"                    the instrument under which the Company has constituted the Warrants;

"working day"                                has the meaning given in section 1173 of the Act.

 

END