Angel Seafood : Update on Scheme of Arrangement - Court approves Scheme

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Update on Scheme of Arrangement - Court approves Scheme

20 June 2022 - Angel Seafood Holdings Ltd (ASX: AS1) (the "Company" or "Angel") advises that the Federal Court of Australia has today made orders approving the proposed Scheme.

Implementation of the Scheme

Angel refers to its previous announcements in relation to the proposed Scheme of Arrangement between Angel, Valley Seas BidCo Pty Ltd ACN 657 211 606 (BidCo) and Laguna Bay Agricultural No 1 Pty Ltd ACN 608 464 624 (Laguna Bay) (Scheme).

The Federal Court of Australia has today made orders approving the Scheme.

Angel proposes to lodge a copy of the Court orders with the Australian Securities and Investments Commission on Tuesday, 21 June 2022, at which time the Scheme will become legally effective pursuant to section 411(10) of the Corporations Act (Effective).

A copy of the Court orders approving the Scheme is attached to this announcement.

Subject to the Scheme becoming Effective:

• Angel will apply for its shares to cease trading on ASX from the close of trading on Tuesday, 21 June 2022;
• the Scheme Record Date will be at 7.00pm (Melbourne time) on Monday, 27 June 2022; and
• the Scheme is expected to be implemented on Monday, 4 July 2022 (Implementation Date).

Scheme Consideration

On the basis that the Scheme becomes Effective, on the Implementation Date, all Scheme Shareholders will be paid their Scheme Consideration, which in respect of each Scheme Share held by a Scheme Shareholder is a cash amount equal to $0.20.

Further Information

If you have any questions in relation to the Scheme, please contact the Angel Shareholder Information Line on 1300 556 161 (within Australia) or [phone] (from outside Australia) Monday to Friday between 9.00am and 5.00pm (Melbourne time).

This announcement was approved for release by the Board.

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]
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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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.

3454-4529-4104v3

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Federal Court of Australia
District Registry: Victoria
Division: General	No: VID170/2022

IN THE MATTER OF ANGEL SEAFOOD HOLDINGS LTD ACN 615 035 366

ANGEL SEAFOOD HOLDINGS LTD ACN 615 035 366

Plaintiff

	ORDER
JUDGE:	JUSTICE BEACH
DATE OF ORDER:	20 June 2022
WHERE MADE:	Melbourne
OTHER MATTERS:

There has been produced to the Court a statement in writing by the Australian Securities and Investments Commission in accordance with section 411(17)(b) of the Corporations Act 2001 (Cth) (Act) stating that ASIC has no objection to the Scheme of Arrangement between the plaintiff (Angel) and its shareholders other than certain excluded shareholders (Angel Shareholders), which was agreed to by the Angel Shareholders at a meeting on 10 June 2022.

THE COURT ORDERS THAT:

1. Pursuant to section 411(4)(b) of the Act, the Scheme of Arrangement between Angel and the Angel Shareholders agreed to by those shareholders at the meeting held on 10 June 2022 (Scheme) be and is hereby approved, subject to the Scheme being altered pursuant to s 411(6) of the Act so that the reference to "Angel Oysters Australia Pty Ltd ACN 615 037 815" in sub-paragraph (d) of the definition of "Excluded Shares" be deleted and replaced with a reference to "Angel Oysters Pty Ltd ACN 147 593 799", so that the Scheme as so altered is as set out in Annexure A to these orders.
2. Pursuant to section 411(12) of the Act, Angel be exempted from compliance with section 411(11) of the Act in respect of the Scheme.

Prepared in the Victoria District Registry, Federal Court of Australia

Level 7, Owen Dixon Law Courts, 305 William Street, Telephone [phone]

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Note: Entry of orders is dealt with in rule 39.34 of the Federal Court Rules 2011 (Cth).

Date that entry is stamped: 20 June 2022

Prepared in the Victoria District Registry, Federal Court of Australia

Level 7, Owen Dixon Law Courts, 305 William Street, Telephone [phone]

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ANNEXURE A

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Prepared in the Victoria District Registry, Federal Court of Australia

Level 7, Owen Dixon Law Courts, 305 William Street, Telephone [phone]