ASX/Media Release – Huon Aquaculture Group Limited (ASX: HUO) (“Company” or “Huon”), 29 October 2021
PRIMARY AND SECONDARY SCHEMES APPROVED; 2021 AGM RESULTS
As previously announced, JBS Australia Pty Ltd (JBS) (a wholly owned subsidiary of the Brazilian based group JBS S.A.) has entered into an agreement to acquire up to 100% of Huon at $3.85 per Huon share1 by way of concurrent schemes of arrangement (Schemes) and an off-market takeover bid being run in parallel but not in substitution to the Schemes (Takeover Bid). The meetings to consider approval of the Schemes and the 2021 Annual General Meeting of Huon were held today.
Huon is pleased to announce that the resolutions to approve both the Primary Scheme and the Secondary Scheme (the Schemes), as set out in the Notice of Scheme Meetings attached to the Huon Share Acquisition Booklet dated 22 September 2021, were passed by the required majorities of Huon shareholders at the meeting of Huon shareholders held earlier today pursuant to orders made on 22 September 2021 by the Federal Court of Australia (Court). Capitalised terms not otherwise defined in this announcement have the meaning given to them in the Huon Share Acquisition Booklet.
Huon’s Chairman, Neil Kearney, said “Today’s overwhelming shareholder support for the JBS transaction will secure the future of Huon, the company’s dedicated workforce and the hundreds of Tasmanian businesses that work with us. Not only is it a great outcome for shareholders, it’s the right outcome for the business. We are delighted that shareholders have endorsed the proposed transaction and we look forward to working closely with JBS on the ownership transition.”
In summary:
Primary Scheme Meeting and Surveyors Acquisition voting results
The Primary Scheme Resolution was passed by the required majorities of Huon shareholders, with:
90.05% of the Huon shareholders (other than the Excluded Shareholder) present and voting (either in person or by proxy) in favour of the resolution; and
99.77% of votes cast in favour of the resolution.
Voting was conducted by a poll. The voting results are attached to this announcement.
Implementation of the Primary Scheme also required approval of the Surveyors Acquisition at the 2021 Annual General Meeting. The Surveyors Acquisition Resolution was passed by the required majorities of Huon shareholders, with:
91.21% of the Huon shareholders (other than Peter Bender, JBS and their associates) present and voting (either in person or by proxy) in favour of the resolution; and
1 Reduced under the Schemes by the amount of the Special Dividend of $0.125 per share to be paid in connection with the Schemes.
99.71% of votes cast in favour of the resolution. Voting was conducted by a poll. The voting results are attached to this announcement.
Secondary Scheme Meeting voting results
The Secondary Scheme Resolution was also passed by the required majorities of Huon shareholders, with:
90.01% of the Huon shareholders present and voting (either in person or by proxy) in favour of the resolution; and
99.87% of votes cast in favour of the resolution.
Voting was conducted by a poll. The voting results are attached to this announcement.
Next steps
As each of the Primary Scheme and the Surveyors Acquisition have been approved by the required majority of Huon shareholders, Huon will seek Court orders to approve the Primary Scheme. If the Primary Scheme is not approved by the Court, Huon will seek Court orders to approve the Secondary Scheme.
These Court orders will be sought from O’Callaghan J of the Federal Court of Australia, Melbourne Division at a hearing scheduled to commence at 10:15 am on Wednesday, 3 November 2021.
Timetable
Huon advises that the indicative timetable for payment of the Special Dividend and implementation of the Scheme is as outlined below:
Results of 2021 Annual General Meeting
Huon advises details of the resolutions passed and the proxies received in respect of each resolution as set out in the attached voting summary.
Media release – Tasmanian Alliance for Marine Protection, 29 October 2021
With No ICAC or Transparency in Tasmania, JBS is a threat to the state
Another shameful chapter in the dark history of the Tasmanian salmon industry was written today with the sale of Huon Aquaculture to Brazilian multinational JBS.
Tasmania’s second-biggest industrial salmon producer is now controlled from outside Australia by a multinational with a reputation for industrial-scale corruption, environmental vandalism and animal welfare abuse.
In a state with no independent corruption commission, little transparency and a toothless integrity commission and regulator, Tasmania is in no way prepared to deal with a company as ruthless as JBS.
It’s not a stretch to say JBS’s corrupt practices could threaten the state’s democratic institutions.
Tasmanians will come to regret the sell-out to the Brazilian Butchers who will ramp up production – further damaging waterways, coastlines and coastal communities – and will leave without reparations when the damage to marine life results in the industry’s collapse.
Were JBS to sign up to the Dennes Point Declaration that calls for an immediate transitioning to land-based production, the multinational might begin to build a social licence in this state along with building a new and better global profile.
The future – and Tasmania’s – is in JBS’s hands and it does not look positive.
Media release – Bob Brown Foundation, 29 October 2021
Tasmania’s Toxic Salmon just got worse
This morning 50 people protested outside Huon Aquaculture’s Hobart office.
The Bob Brown Foundation labelled today’s takeover of Huon Aquaculture by giant meat producer, JBS, as a disaster for Tasmania’s oceans and marine wildlife.
“What was already toxic just got worse. Huon Aquaculture’s Benders have benefited from poorly regulated access to the public commons. This takeover is by a horrific corporate empire that has been linked to illegal logging in the Amazon rainforest, violation of the US Clean Water Act, and the closure of Tasmanian facilities after receiving huge subsidies. The two major shareholders spent time in jail for paying bribes to politicians in Brazil,” said Bec Howarth, Bob Brown Foundation’s Marine & Fish Farms Campaigner.
“Bob Brown Foundation volunteers stood alongside other community groups this morning to send a clear message to Huon’s shareholders that this takeover should be blocked,” said Bec Howarth.
“Huon Aquaculture has been bad for Tasmanian waterways, but JBS will be worse. We will continue to protest against the sea grab by the big salmon industry for private profit but massive environmental loss,” said Bec Howarth.
Featured image above: protest action outside Hobart office of Huon Aquaculture today.
