Publication of combined circular and prospectus

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

 

Publication of combined circular and prospectus

 

On 20 May 2014, the boards of directors of Braemar and ACM announced that they had reached agreement on the terms of a recommended merger pursuant to which Braemar will acquire the entire issued and to be issued ordinary share capital of ACM. The Merger is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006.

 

Further to that announcement, Braemar is pleased to announce that the combined circular and prospectus published in connection with the Merger has been approved by the UK Listing Authority and is being made available to shareholders of Braemar ("Braemar Shareholders") and to shareholders of ACM ("ACM Shareholders") today.

 

Braemar Shareholders and ACM Shareholders will shortly receive, amongst other documents, a copy of the combined circular and prospectus. This contains, amongst other things, the background to and reasons for the Proposals, details of the New Ordinary Shares, the full terms and conditions of the Merger, expected timetable of principal events, the notice of the Braemar General Meeting and details of the actions to be taken by the Braemar Shareholders. Braemar Shareholders should carefully read the combined circular and prospectus in its entirety before making a decision with respect to the Resolutions and the Merger. As set out in the combined circular and prospectus, the Braemar General Meeting will be held on 4 July 2014 at 11.15 a.m. (or as soon thereafter as the Braemar Annual General Meeting shall have been concluded or adjourned) at the offices of Buchanan Communications at 107 Cheapside, London, EC2V 6DN to allow Braemar Shareholders to vote on the resolutions required to approve and implement the Merger and related matters.

 

ACM Shareholders will shortly receive, amongst other documents, a copy of the Scheme Document. The Scheme Document sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement, notices of the required meetings, a timetable of principal events and details of the action to be taken by ACM Shareholders. As set out in the Scheme Document, the ACM Court Meeting and ACM General Meeting will be held on 7 July 2014 at 10.00 a.m. and 10.15 a.m. (or as soon thereafter as the ACM Court Meeting shall have been concluded or adjourned) respectively at the offices of Dechert LLP, 160 Queen Victoria Street, London EC4V 4QQ to allow ACM Shareholders to vote on the resolutions required to approve and implement the Scheme and the Merger.

 

Completion of the Merger is conditional upon, amongst other things, approval of the Merger by Braemar Shareholders and ACM Shareholders and completion of the Court process as further set out in the Scheme Document.

 

A detailed timetable of principal events for the Proposals is set out in the appendix to this announcement. These dates are indicative only and will depend, amongst other things, on the date on which the Court sanctions the Scheme and confirms the Capital Reduction. If the expected dates change, Braemar will give notice of the changes in an announcement through a Regulatory Information Service.

 

Copies of the combined circular and prospectus and Scheme Document are available for inspection on Braemar's website at www.braemarplc.com or can be inspected at Braemar's registered office: 35 Cosway Street, London NW1 5BT. In accordance with Listing Rule 9.6.1, a copy of the combined circular and prospectus will also be submitted to the National Storage Mechanism, where it will be available for inspection at www.morningstar.co.uk/uk/NSM.

 

Capitalised terms not otherwise defined in this announcement shall have the meaning given to them in the combined circular and prospectus.

 

Enquiries:

Braemar Shipping Services Plc James Kidwell - Chief Executive Martin Beer - Group Finance Director   +44 (0)20 7535 2650 ACM Shipping Group plc Johnny Plumbe - Executive Chairman Ian Hartley - Finance Director +44 (0)20 7484 6311 Westhouse (financial adviser and corporate broker to Braemar) Robert Finlay Antonio Bossi   +44 (0)20 7601 6100   Espírito Santo (financial adviser, nominated adviser and corporate broker to ACM) John Llewellyn-Lloyd Sunil Sanikop +44 (0)20 7456 9191 Buchanan Communications (PR adviser to Braemar) Charles Ryland Fiona Henson +44 (0)20 7466 5000 Abchurch Communications (PR adviser to ACM) Henry Harrison-Topham Joanne Shears   +44 (0)20 7398 7702

 

Disclaimer

Westhouse, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Braemar and no one else in connection with the Proposals and will not be responsible to anyone other than Braemar for providing the protections afforded to clients of Westhouse or for providing advice in connection with the Proposals, the content of this announcement or any matter or arrangement referred to herein. Neither Westhouse nor any of its subsidiaries, branches or affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Westhouse in connection with this announcement, any statement contained herein or otherwise.

Espírito Santo, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for ACM and no one else in connection with the Merger, and will not be responsible to anyone other than ACM for providing the protections afforded to clients of Espírito Santo or for providing advice in connection with the Merger or any matter or arrangement referred to herein. Neither Espírito Santo nor any of its subsidiaries, branches or affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Espírito Santo in connection with this announcement, any statement contained herein or otherwise.

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of an offer to buy any securities, pursuant to the Merger or otherwise. The Merger will be made solely by means of the Scheme Document which will contain the full terms and conditions of the Merger, including details of how to vote in respect of the Scheme.

Overseas shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement has been prepared for the purposes of complying with the laws of England and Wales and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of any jurisdiction outside England and Wales.

The Merger relates to shares of two UK companies and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. Accordingly, the New Ordinary Shares to be issued pursuant to the Merger have not been, and are not intended to be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or the laws of any state of the United States but will be issued in reliance on the exemption provided by Rule 802 of the US Securities Act and exemptions provided under the laws of each state of the United States in which eligible shareholders (subject to certain exceptions) (other than Restricted Overseas Persons) reside, and may not be offered or sold, directly or indirectly, into the United States except pursuant to an applicable exemption. In addition, since neither Braemar nor ACM have any securities registered under Section 12 of the United States Securities Exchange Act of 1934, as amended (the "US Exchange Act"), and both Braemar and ACM qualify as "foreign private issuers" as defined in Rule 3b-4 under the US Exchange Act, the solicitation of proxies in connection with the Scheme of Arrangement is not subject to the proxy solicitation rules under the US Exchange Act.  The offer to ACM Shareholders will be made in the United States under the Tier I exemption from the applicable US tender offer rules, pursuant to Rule 14d-1(c) of the US Securities Exchange Act. Accordingly, the Merger will be subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules or the laws of other jurisdictions outside the United Kingdom. Braemar will furnish to the US Securities and Exchange Commission a Form CB in respect of the offer and sale of such New Ordinary Shares. Financial information included in this announcement has been prepared, unless specifically stated otherwise, in accordance with IFRS and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

The receipt of cash pursuant to the Merger by a US holder of ACM Shares may be a taxable transaction for US federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each holder of ACM Shares is urged to consult his tax advisors regarding the tax consequences of the Merger.

It may be difficult for US holders of ACM Shares to enforce their rights and claims arising out of the US federal securities laws, since Braemar is located in a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States. US holders of ACM Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

Persons in, or resident in, Australia should note that the Scheme is exempt from the requirement to issue a prospectus under the provisions of Parts 6D.2 and 6D.3 and sections 1012A, 1012B and 1012C of the Corporations Act 2001 of Australia (Cth), pursuant to the provisions of the Australian Securities and Investments Commission (ASIC) Class Order 07/9 ('Prospectus relief for foreign schemes of arrangement and PDS relief for Pt 5.1 schemes and foreign schemes of arrangement'). ASIC Class Order 07/9 provides that where securities are offered for issue under a scheme of arrangement which is between a foreign company and its members and regulated under a law that is in force in an 'eligible foreign country' (which includes the United Kingdom) the issuer is exempt from the requirement to prepare a prospectus under the Corporations Act 2001 (Cth).

Neither the Prospectus nor the Scheme Document has been or will be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, none of the combined circular and prospectus, the Scheme Document or any other document or material published in connection with the offer or sale, or invitation for subscription or purchase, of the New Ordinary Shares to be issued by Braemar may be circulated or distributed, nor may the New Ordinary Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than pursuant to, and in accordance with, the provisions of the Securities and Futures Act (Chapter 289 of Singapore) including Section 273(1)(b) thereof.

Unless otherwise determined by Braemar or required by the City Code, and permitted by applicable law and regulation, the Merger will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Merger by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Merger are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Merger (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. The Merger (unless otherwise permitted by applicable law and regulation) will not be made, directly or indirectly, in or into, or by the use of the mails, or by any means of instrumentality (including without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any Restricted Jurisdiction, and the Merger will not be capable of acceptance from or within any Restricted Jurisdiction.

The availability of the New Ordinary Shares to ACM Shareholders who are not resident in the United Kingdom pursuant to the Merger may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Disclosure requirements of the City Code

Under Rule 8.3(a) of the City Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Please be aware that addresses, electronic addresses and certain information provided by ACMShareholders, persons with information rights and other relevant persons for the receipt of communications from ACM may be provided to Braemar during the Offer Period as requested under Section 4 of Appendix 4 of the City Code to comply with Rule 2.12(c).

Publication on website and availability of hard copies

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Braemar and ACM's websites at www.braemarplc.com and www.acmshippinggroup.com, respectively, by no later than 12.00 p.m. on the Business Day following this announcement. Neither the contents of Braemar's website, nor those of ACM's website, nor those of any other website accessible from hyperlinks on either Braemar or ACM's website, are incorporated into or form part of this announcement.

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by writing to Capita Asset Services of The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by calling 0871 664 0321 (or, if calling from outside the UK, on +44 20 868 3399). Calls cost approximately 10 pence per minute from a BT landline. Other network providers' costs may vary. Lines are open 9.00 a.m. - 5.30 p.m. (London time) Monday to Friday. Calls to Capita Asset Services from outside the UK will be charged at the applicable international rate and a different charge may apply to calls made from mobile telephones. Calls may be recorded and randomly monitored for security and training purposes and Capita Asset Services cannot provide advice on the merits of the Proposals nor give any financial, tax or legal advice. It is important that you note that unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Merger should be in hard copy form.

 

Appendix

 

Timetable of principal events for the Proposals

 

Latest time for receipt of Forms of Proxy (or electronic/CREST proxy instructions) for the Braemar General Meeting	11.15 a.m. on 2 July 2014
Record date for eligibility to vote at the Braemar General Meeting	6.00 p.m. on 2 July 2014
Braemar Annual General Meeting	11.00 a.m. on 4 July 2014
Braemar General Meeting to approve (amongst other things) the Proposals	11.15 a.m. on 4 July 2014(1)
Announcement of the results of the Braemar General Meeting	4 July 2014
ACM Court Meeting	10.00 a.m. on 7 July 2014
ACM General Meeting	10.15 a.m. on 7 July 2014(2)
Announcement of the results of the ACM Court Meeting and the ACM General Meeting	7 July 2014
Scheme Court Hearing (to sanction the Scheme)	23 July 2014
Latest time for return of the ACM Form of Election or submission of valid TTE instruction in CREST	1.00 p.m. on 23 July 2014
Last day for dealings in, and for registration of transfers and disablement in CREST of, ACM Shares	23 July 2014
Dealings in ACM Shares suspended	7.30 a.m. on 24 July 2014
Reorganisation Record Time	6.00 p.m. on 24 July 2014
Reduction Record Time	6.30 p.m. on 24 July 2014
Reduction Court Hearing (to confirm the Capital Reduction)	25 July 2014
Effective Date of the Scheme	25 July 2014
Cancellation of admission to trading on AIM of ACM Shares	28 July 2014
New Ordinary Shares to be issued	28 July 2014
Admission of the New Ordinary Shares to the Official List and commencement of dealings in New Ordinary Shares on the London Stock Exchange	8.00 a.m. on 28 July 2014
CREST member's accounts credited in respect of New Ordinary Shares in uncertificated form	as soon as possible after  8.00 a.m. on 28 July 2014
Latest date of despatch of cheques and definitive share certificates for New Ordinary Shares in certificated form or settlement through CREST in respect of the New Ordinary Shares and the cash consideration payable in respect of Scheme Shares held in uncertificated form	by 8 August 2014
Long-stop date, being the date by which the Scheme must be implemented	30 November 2014

 

⁽¹⁾       The Braemar General Meeting will commence at 11.15 a.m. on 4 July 2014 or, if later, as soon thereafter as the Braemar Annual General Meeting has been concluded or adjourned.

 

⁽²⁾       The ACM General Meeting will commence at 10.15 a.m on 7 July 2014, or if later, as soon as thereafter as the ACM Court Meeting has been concluded or adjourned.

 

Each of the times and dates in the expected timetable are indicative only and may be extended or brought forward without further notice. If any of the above times and/or dates change, the revised time(s) and notified to Shareholders by an announcement through a Regulatory Information Service provider.

 

All reference to times are to London times.