Clean Seas Scheme Approved: $0.14 Cash or Scrip Alternative on Offer

Scheme Meeting and Transaction Overview

On 8 July 2025, Clean Seas Seafood Limited convened a critical Scheme Meeting in Adelaide to seek shareholder approval for a proposed acquisition by Yumbah Aquaculture Ltd. This scheme of arrangement, first announced in March and subsequently amended, would see Yumbah acquire all outstanding Clean Seas shares, effectively taking the company private and delisting it from the ASX and Oslo Stock Exchange.

Shareholders were presented with two options for consideration, a default cash payment of 14 cents per share or, for eligible investors holding a minimum parcel of shares, a scrip alternative offering new Yumbah shares at a fixed exchange ratio. The scrip alternative, while available, did not receive a formal recommendation from the Independent Board Committee or the Independent Expert, who focused their assessment on the cash offer.

Independent Expert and Board Recommendations

BDO Corporate Finance Ltd, acting as the Independent Expert, valued Clean Seas shares within a range of 12.4 to 17.6 cents on a controlling interest basis. The default cash consideration of 14 cents per share sits comfortably within this valuation band, leading the expert to conclude that the scheme is in the best interests of shareholders, assuming no superior proposal emerges.

The Independent Board Committee, comprising non-executive directors including Chair Katelyn Adams and Marcus Stehr, unanimously endorsed the scheme based on the cash consideration. They emphasized the absence of any competing offers and highlighted the financial risks Clean Seas faces if the scheme is not approved, including looming debt maturities and the prospect of a dilutive capital raising at depressed share prices.

Next Steps and Timetable

Following the positive shareholder vote, Clean Seas will seek Federal Court approval on 15 July 2025. Upon court sanction, the scheme will become effective, shares will be suspended from trading, and the record date for scheme consideration will be set for 17 July. The transaction is expected to be implemented on 24 July 2025, with payments or share issuances to shareholders to follow promptly.

The company cautioned that if the scheme fails to proceed, Clean Seas faces significant operational and financial challenges, including uncertain refinancing of debt facilities maturing at the end of July and limited working capital options.

Implications for Shareholders and Market

Shareholders now face a choice between immediate liquidity via the cash consideration or potential longer-term upside through the scrip alternative, which remains unendorsed by the board or expert. The delisting of Clean Seas will mark a major transition for investors and the aquaculture sector, consolidating Yumbah’s position in the market.

Market participants will be watching closely for the Federal Court’s decision and any developments around shareholder dissent or alternative proposals, though none have emerged to date.