NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
12 June 2014
FOR IMMEDIATE RELEASE
RECOMMENDED MERGER OF
BRAEMAR SHIPPING SERVICES PLC ("BRAEMAR")
and
ACM SHIPPING GROUP PLC ("ACM")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
FURTHER IRREVOCABLE UNDERTAKING AND UNDERTAKING RECEIVED
Further to the announcement regarding the recommended merger (the "Merger") made by Braemar and ACM on 20 May 2014 (the "Announcement"), Braemar has received an irrevocable undertaking from Chelverton Asset Management, an institutional shareholder who holds 925,000 Ordinary Shares, representing approximately 4.3 per cent. of the current issued share capital of Braemar, to vote in favour of all the resolutions to be proposed at the Braemar General Meeting (the "Resolutions"). Braemar has also received an undertaking from Majedie Asset Management, an institutional shareholder who holds 1,381,275 Ordinary Shares, representing approximately 6.4 per cent. of the current issued share capital of Braemar, to use reasonable endeavours to vote in favour of the Resolutions.
Accordingly, irrevocable undertakings and an undertaking to vote in favour of the Resolutions have now been received by Braemar in respect of 4,069,437 Ordinary Shares in aggregate, representing 18.8 per cent. of the current issued share capital of Braemar.
A full schedule of the irrevocable undertakings and undertaking received, correct as at the time of this announcement, is attached as an Appendix.
Please note that all percentages have been rounded to one decimal place (other than percentages in the Appendix hereto which have been rounded to the nearest two decimal places).
Capitalised terms in this announcement are, unless otherwise defined, as set out in the Announcement.
Enquiries: |
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Braemar Shipping Services Plc
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+44 (0)20 7535 2650 |
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ACM Shipping Group Plc |
+44 (0)20 7484 6311 |
James Kidwell - Chief Executive Martin Beer - Group Finance Director |
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Johnny Plumbe - Executive Chairman Ian Hartley - Finance Director |
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Westhouse
(financial adviser and corporate broker to Braemar)
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+44 (0)20 7601 6100 |
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Buchanan Communications (PR adviser to Braemar) |
+44 (0)20 7466 5000 |
Robert Finlay Antonio Bossi |
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Charles Ryland Fiona Henson |
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Appendix
IRREVOCABLE UNDERTAKINGS AND UNDERTAKING
Updated as at 12 June 2014
1. Braemar Directors
The following Braemar Directors have given irrevocable undertakings in respect of the following holdings of Ordinary Shares tovote in favour of the Resolutions:
Name |
Number of
Ordinary Shares |
Percentage of issued share capital of Braemar |
James Kidwell |
111,304 |
0.51 |
Denis Petropoulos |
601,434 |
2.77 |
Sir Graham Hearne CBE |
2,500 |
0.01 |
John Denholm |
7,000 |
0.03 |
Alastair Farley |
2,895 |
0.01 |
TOTAL |
725,133 |
3.33 |
No provisions have been included in the undertakings listed in this paragraph 1 which provide for the cessation of the obligations of the Braemar Directors arising thereunder.
2. Other Braemar shareholders
The following Braemar shareholders have given an irrevocable undertaking or, in the case of Majedie Asset Management, an undertaking, in respect of their entire beneficial holdings of Ordinary Shares to vote in favour of the Resolutions:
Name |
Number of
Ordinary Shares |
Percentage of issued share capital of Braemar |
Alan Marsh |
1,038,029 |
4.79 |
Majedie Asset Management* |
1,381,275 |
6.37 |
Chelverton Asset Management |
925,000 |
4.27 |
TOTAL |
3,344,304 |
15.43 |
*The undertaking given by Majedie Asset Management is to use reasonable endeavours to vote in favour of the Resolutions.
Each of the commitments described in this paragraph 2 will cease to be binding on the earlier of the following occurrences:
· if the Merger is implemented by way of a scheme, if:
o the scheme document to be sent to the shareholders of ACM and the combined prospectus and circular to be sent to shareholders of Braemar are not published by 17 June 2014 (or such later date as Braemar and ACM (and/or the Panel on Takeovers and Mergers) may agree); or
o the scheme does not become effective or lapses in accordance with its terms or is withdrawn, as the case may be, and no new, revised or replacement offer has then been announced by Braemar in accordance with Rule 2.7 of the City Code on Takeovers and Mergers (the "Takeover Code").
· if the Merger is implemented by way of a takeover offer in accordance with Part 26 of the Companies Act 2006, if:
o the offer document is not posted to shareholders of ACM within the permitted period under the Takeover Code; or
o the offer lapses or is withdrawn.
3. Availability on website
In accordance with Rule 26.1 of the Takeover Code, the undertakings referred to in this Appendix are governed by English law and copies will be available, no later than 12 noon on 13 June 2014 (being the business day following the date of this announcement) on the following website: www.braemarplc.com until the Merger becomes effective.
