Angel Seafood : enters into Scheme Implementation Agreem't with Laguna

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Angel enters into Scheme Implementation Agreement with Laguna Bay

11 February 2022 - Angel Seafood Holdings Ltd (ASX: AS1) (the "Company" or "Angel") advises that it has entered into a Scheme Implementation Agreement with Valley Seas BidCo Pty Ltd (BidCo), a subsidiary of Laguna Bay Agricultural No 1 Pty Ltd (Laguna Bay).

Key Highlights

• In the Scheme Implementation Agreement, BidCo is proposing to purchase all of the shares in Angel (which entities associated with Laguna Bay do not already own)1 by way of a scheme of arrangement (with the exception of 16,178,927 shares held by CEO Isaac Halman and his affiliated entities) (Scheme).
• Shareholders would receive total cash consideration of $0.20 per share.
• The Scheme is subject to certain conditions, including Angel shareholder approval, Court approvals, Australian Foreign Investment Review Board approval, no material adverse change occurring, certain operational consents being obtained, the cancellation of options, and other conditions precedent which are customary for transactions of this nature.
• The Independent Board Committee considers the proposed Scheme to be in the best interests of shareholders.

Proposed Transaction

Angel has entered into a Scheme Implementation Agreement with BidCo, a subsidiary of Laguna Bay under which BidCo proposes to purchase all of the shares in Angel (which entities associated with Laguna Bay do not already own) by way of a scheme of arrangement (with the exception of 16,178,927 shares held by CEO Isaac Halman and his affiliated entities). Under the Scheme shareholders will receive cash consideration of $0.20 per Angel Seafood ordinary share.

Laguna Bay is an Australian-owned specialist food and agricultural investment firm based in Brisbane. Laguna Bay was founded in 2010 and has invested in some of Australia's largest producers of dairy, wine, almonds and olive oil. Laguna Bay is one of the largest privately owned food and agribusiness fund managers in Australia.

Angel Directors unanimously recommend the Scheme

Each of Angel's Directors consider the Scheme to be in the best interests of Angel's shareholders and unanimously recommend that Angel's shareholders vote in favour of the Scheme, subject to no Superior Proposal emerging and an independent expert determining that the Scheme is in the best interests of Angel's shareholders.

Subject to the same qualifications, each Angel Director intends to vote the Angel shares held or controlled by them in favour of the proposed Scheme.

Angel's Directors believe this is a compelling offer for Angel shareholders for the following three reasons:

1. A significant premium. The Scheme Consideration implies:

• a 60% premium to Angel's closing share price on 17 December 2021 (being the trading day immediately prior to Angel announcing receipt of Laguna Bay's indicative, non-binding and conditional proposal) of $0.125 per share; and

• Laguna Bay and its associated entities already hold a relevant interest in 19.946% of the shares in Angel.

Angel Seafood Holdings Ltd (ACN 615 035 366)	angelseafood.com.au
48 Proper Bay Road, Port Lincoln, SA, 5606	(ASX: AS1)

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• a 50% premium to Angel's volume weighted average share price over the 30-day period prior to 17 December 2021 (being the trading day immediately prior to Angel announcing receipt of Laguna Bay's indicative, non-binding and conditional proposal) of $0.133 per share.

1. Certainty of value: the 100% cash consideration provides Angel shareholders with certainty of value and the opportunity to realise their investment in full for cash.
2. Limited conditionality: The Scheme is not subject to a capital raising condition and is subject only to conditions customary for transactions of this type, including approval from the Australian Foreign Investment Review Board (FIRB), court approval and approval by the shareholders of Angel.

Angel formed an Independent Board Committee comprising Chairman Tim Goldsmith and Director Michael Porter to consider the proposal from Laguna Bay.

The Independent Board Committee considers the Scheme to be in the best interests of shareholders and unanimously recommends that all shareholders vote in favour of the Scheme in the absence of a Superior Proposal and subject to the Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of Angel shareholders. Each Independent Board Committee member intends to vote all of the shares that they hold (directly or through associated interests) in favour of the Scheme in the absence of a Superior Proposal and subject to the Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of Angel shareholders.

As Angel and Laguna Bay have entered into the Scheme Implementation Agreement, Angel is no longer liable under the cost reimbursement agreement set out in Angel's 20 December 2021 ASX announcement.

Angel Chairman, Tim Goldsmith, said: "The Scheme is an attractive, all-cash transaction. The Angel Seafood Board has unanimously concluded that the Scheme represents a compelling outcome for our shareholders, customers, suppliers and staff."

"The price is a very tangible measure of the value and quality of Angel Seafood's position in the industry, and our recent strong performance. At a significant premium, Laguna Bay's offer provides Angel shareholders with certainty of value and the opportunity to realise their investment in full for cash."

Independent Expert

Angel will appoint an Independent Expert to prepare an Independent Expert's Report to assist shareholders in assessing the merits of the proposed Scheme. This will form part of the Scheme Booklet that will be sent to shareholders along with details of the Scheme Meeting at which shareholders will consider the Scheme.

Voting Intention

Thorney Investment Group (TIGA Trading Pty Ltd, Thorney Opportunities Ltd and their associates), which presently hold 26,215,320 shares, have confirmed that they would vote in favour of the Scheme, in the absence of a Superior Proposal, in relation to all shares it holds at the date of the Scheme Meeting.

Isaac Halman and his affiliated entities, which presently hold 24,770,210 shares (noting that 16,178,927 of these shares are excluded from the Scheme and will be retained by Mr Halman and his affiliated entities), have confirmed that they are supportive of the Scheme, in the absence of a Superior Proposal.

Scheme Implementation

A copy of the Scheme Implementation Agreement, which sets out all the terms and conditions of the Scheme, is attached to this announcement. Unless the context otherwise requires, capitalised terms used in this announcement have the same meaning given to those terms in the Scheme Implementation Agreement.

Scheme implementation is subject to various conditions, including:

• Angel shareholder approval and Court approvals;
• Australian Foreign Investment Review Board approval;

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• the Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of Angel shareholders;
• no material adverse change occurring;
• the cancellation of options; and
• certain operational consents being obtained.

Angel is subject to customary exclusivity obligations, including "no shop", "no talk" and notification obligations. The Scheme Implementation Agreement also contains a matching right regime in respect of any Superior Proposal received by Angel.

The Scheme Implementation Agreement also details circumstances under which a break fee of $325,000 may be payable by Angel to BidCo.

Indicative Timetable and Next Steps

Angel shareholders do not need to take any action at this stage.

A Scheme Booklet containing information relating to the Scheme, the reasons for the Angel Independent Board Committee recommendation, the Independent Expert's Report and details of the Scheme Meeting will be sent to shareholders in due course.

Angel shareholders will then have the opportunity to vote on the Scheme at the Scheme Meeting. If approved, the Scheme would be implemented shortly thereafter.

It is anticipated that the Scheme Booklet will be dispatched to shareholders in early April 2022, and the Scheme Meeting will take place in early May 2022, with Implementation in late May 2022.

This announcement was approved for release by the Board.

Further Information

Any questions or requests for further information should be directed via email to:

Angel Seafood Holdings Ltd	Investor contact
Simba Matute, CFO	Eric Kuret
M: [phone]	M: [phone]
E: [e-mail]	E: [e-mail]

Media contact

Tristan Everett

P: [phone]

E: [e-mail]

About Angel Seafood Holdings Ltd

Angel Seafood is a producer of fresh, clean and consistently high-quality oysters that don't compromise the environment. Angel has grown from a family-operated South Australian business and has rapidly developed from a traditional oyster- growing business into a premium, innovative and organically certified producer of Coffin Bay Oysters. The Company primarily sells oysters to the domestic market; however, exports represent a substantial long-term growth opportunity.

Angel Seafood is the Southern Hemisphere's largest sustainable and organic certified pacific oyster producer.

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Valley Seas BidCo Pty Ltd

Laguna Bay Agricultural No 1 Pty Ltd

Angel Seafood Holdings Ltd

Scheme

Implementation

Agreement

3457-8844-1879v19 © Corrs Chambers Westgarth

For personal use only

Corrs Chambers Westgarth

Contents

1	Definitions	1
2	Implementation of the Scheme	20
3	Conditions	20
	3.1	Conditions	20
	3.2	Reasonable endeavours	23
	3.3	Regulatory Approvals	24
	3.4	Benefit and waiver of certain Conditions	24
	3.5	Notification of certain events	25
	3.6	Scheme voted down	26
	3.7	Consultation if Conditions not met	26
	3.8	Failure to agree	27
	3.9	Interpretation	27
4	Scheme	27
	4.1	Scheme	27
	4.2	Scheme Consideration	27
	4.3	Provision of the Register	28
5	Steps for implementation	28
	5.1	Target's obligations	28
	5.2	Bidder's obligations	31
	5.3	Transaction Implementation Committee	32
	5.4	Preparation of the Scheme Booklet	33
	5.5	Preparation of Bidder Information	34
	5.6	Responsibility statements	35
	5.7	Compliance with obligations	35
	5.8	Court proceedings	35
	5.9	Board and management changes	35
6	Target Options and Target Performance Rights	36
	6.1	Options and Performance Rights	36
	6.2	Cancellation Deeds	36
7	Target IBC Members' recommendation and Voting Intentions	37
8	Conduct of business	38
	8.1	Conduct of business	38
	8.2	No Prescribed Occurrences	38
	8.3	Access	39
9	Exclusivity	40
	9.1	No current discussions regarding a Competing Proposal	40
	9.2	No shop	40
	9.3	No talk	41
	9.4	Fiduciary carve out	41
	9.5	Notification of approaches	42

3457-8844-1879v19	page i
Scheme Implementation Agreement