HALIFAX, July 11, 2017 /CNW/ - Major shareholders of Clearwater Seafoods Incorporated ("Clearwater") today confirmed a reorganization of their shareholdings. 26,593,820 Clearwater common shares held by CFFI Seafood Holdings Limited ("CSHL"), an indirect subsidiary of Thornvale Holdings Limited ("Thornvale"), were restructured such that 13,296,910 representing approximately 20.8% of the outstanding Clearwater common shares, were transferred to each of HanMac Seafoods Holdings Limited ("HanMac") and CVI Seafood Holdings Limited ("CVI").
Thornvale is jointly owned and controlled by holdings companies of John Risley and Colin MacDonald. The voting control of HanMac remains with Thornvale, subject to Colin MacDonald's right to assume voting control of HanMac at his discretion. The voting control of CVI remains with Thornvale, subject to John Risley's contractual right to exercise control and direction over the Clearwater common shares held by CVI.
Both before and after the transactions, Thornvale continues to own or control 32,605,376 common shares representing approximately 51% of the outstanding Clearwater common shares. Together with joint actors, these increase to 39,026,251 common shares representing approximately 61% of those outstanding. Included in the aggregate joint actor numbers, Colin MacDonald continues to directly or indirectly hold or control 829,300 common shares outside the Thornvale structure representing 1.3% of the outstanding Clearwater common shares, which would increase to 22.1% of those outstanding upon exercise of the right to assume control of the 13,296,910 common shares held by HanMac.
The reported transactions were completed for estate planning purposes. Clearwater common shares held by FP Resources Limited, a wholly-owned indirect subsidiary of Thornvale, may be transferred to CVI or another subsidiary of Thornvale in the future for the same purpose. In addition, the parties may acquire, dispose of, or continue to hold Clearwater common shares in the normal course of their investment activities. The remaining Clearwater common shares held by CSHL, the economic interest of which accrues to Mickey MacDonald, may be transferred to Mickey MacDonald or another person controlled by him in the future for the same purpose.
The transactions were made under the "private agreement" exemption from the takeover bid provisions contained in section 4.2 of National Instrument 62-104, Take-Over Bids and Issuer Bids, being an acquisition from one vendor at a cost of less than 115% of the market price. The transactions may be deemed an indirect offer by Colin MacDonald to acquire the common shares held by HanMac, exempt under the same "private agreement" exemption.
SOURCE HanMac Seafoods Holdings Limited
For further information: including a copy of the 62-103F1 report (also filed on SEDAR), contact Stan Spavold at 902-443-0550.