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
25 July 2014
FOR IMMEDIATE RELEASE
RECOMMENDED MERGER OF
BRAEMAR SHIPPING SERVICES PLC ("BRAEMAR")
and
ACM SHIPPING GROUP PLC ("ACM")
effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
SCHEME EFFECTIVE, ADMISSION, TOTAL VOTING RIGHTS AND BOARD CHANGES
Scheme Effective and Admission
Braemar is pleased to note the announcement issued by ACM earlier today that the Scheme has become Effective and the Merger has therefore completed.
Braemar confirms that admission of 8,093,610 New Ordinary Shares to listing on the premium segment of the Official List and commencement of dealings in the New Ordinary Shares on the London Stock Exchange's main market for listed securities is expected to take place at 8.00 a.m. (London time) on 28 July 2014.
Total voting rights
Following Admission, the existing share capital and total voting rights of the Company will be 29,775,003 Ordinary Shares and this figure should be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.
Board changes
Now that the Merger has completed, Johnny Plumbe, Tim Jaques, Jürgen Breuer and Mark Tracey have been appointed as directors of Braemar. In addition, as set out in the combined circular and prospectus published on 12 June 2014, the Board Committees have been reconstituted as follows:
- Audit committee: Alastair Farley (Chairman), David Moorhouse CBE and Mark Tracey.
- Remuneration committee: David Moorhouse CBE (Chairman), Alastair Farley and Jürgen Breuer.
- Nominations committee: Sir Graham Hearne CBE (Chair), David Moorhouse CBE, Alastair Farley and Tim Jaques.
Capitalised terms in this announcement are, unless otherwise defined, as set out in the combined circular and prospectus published on 12 June 2014.
A copy of this announcement will be available on Braemar's website at www.braemarplc.com.
Enquiries: |
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Braemar Shipping Services Plc
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+44 (0) 20 7535 2650 |
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James Kidwell - Chief Executive Martin Beer - Group 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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Robert Finlay Antonio Bossi |
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Buchanan Communications (PR adviser to Braemar) |
+44 (0)20 7466 5000 |
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Charles Ryland Fiona Henson |
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Disclaimer
This document includes statements that are forward-looking in nature. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from future results expressed or implied by such forward-looking statements. Any such forward-looking statements speak only as of the date of this announcement and the Company does not undertake to update forward-looking statements to reflect events or circumstances after that date.
Neither the website of Braemar nor the content of any website accessible from hyperlinks on that website (or any other website) is (or is deemed to be) incorporated into, or forms (or is deemed to form) part of, this announcement.
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.
