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RNS Number : 5168J
Braemar Shipping Services PLC
12 June 2014
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 ACM Shipping Group
Services Plc plc
James Kidwell - Johnny Plumbe -
Chief Executive Executive Chairman
Martin Beer - Group Ian Hartley -
Finance Director +44 (0)20 7535 2650 Finance Director +44 (0)20 7484 6311
Westhouse +44 (0)20 7601 6100 Espírito Santo +44 (0)20 7456 9191
(financial adviser (financial adviser,
and corporate broker nominated adviser
to Braemar) and corporate
Robert Finlay broker to ACM)
Antonio Bossi John
Llewellyn-Lloyd
Sunil Sanikop
Buchanan Abchurch
Communications Communications
(PR adviser to (PR adviser to ACM)
Braemar) Henry
Charles Ryland Harrison-Topham
Fiona Henson +44 (0)20 7466 5000 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 11.15 a.m. on 2 July 2014
of Proxy (or electronic/CREST proxy
instructions) for the Braemar General
Meeting
Record date for eligibility to vote 6.00 p.m. on 2 July 2014
at the Braemar General Meeting
Braemar Annual General Meeting 11.00 a.m. on 4 July 2014
Braemar General Meeting to approve 11.15 a.m. on 4 July 2014(1)
(amongst other things) the Proposals
Announcement of the results of the 4 July 2014
Braemar General Meeting
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 7 July 2014
ACM Court Meeting and the ACM General
Meeting
Scheme Court Hearing (to sanction 23 July 2014
the Scheme)
Latest time for return of the ACM 1.00 p.m. on 23 July 2014
Form of Election or submission of
valid TTE instruction in CREST
Last day for dealings in, and for 23 July 2014
registration of transfers and disablement
in CREST of, ACM Shares
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 25 July 2014
the Capital Reduction)
Effective Date of the Scheme 25 July 2014
Cancellation of admission to trading 28 July 2014
on AIM of ACM Shares
New Ordinary Shares to be issued 28 July 2014
Admission of the New Ordinary Shares 8.00 a.m. on 28 July 2014
to the Official List and commencement
of dealings in New Ordinary Shares
on the London Stock Exchange
CREST member's accounts credited as soon as possible after
in respect of New Ordinary Shares 8.00 a.m. on 28 July 2014
in uncertificated form
Latest date of despatch of cheques by 8 August 2014
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
Long-stop date, being the date by 30 November 2014
which the Scheme must be implemented
(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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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