TIDMACMG
RNS Number : 1099N
ACM Shipping Group PLC
23 July 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
23 July 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
Scheme of Arrangement sanctioned by Court
ACM announces that at a hearing held earlier today, the High
Court of Justice in England and Wales (the "Court") sanctioned the
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme") to effect a recommended merger pursuant to which Braemar
will acquire the entire issued and to be issued ordinary share
capital of ACM (the "Merger").
Share Subdivision and Reclassification
Following delivery of an office copy of the Court Order
sanctioning the Scheme to the Registrar of Companies, each of the
Scheme Shares will be subdivided and reclassified at the
Reorganisation Record Time (being 6.00 p.m. (London time) on 24
July 2014) in accordance with the Scheme. Scheme Shares in respect
of which valid elections were made and accepted for cash
consideration will be subdivided and reclassified as A Shares.
Scheme Shares in respect of which valid elections were made and
accepted for New Braemar Shares will be subdivided and reclassified
as B Shares. Any Scheme Shares in respect of which no valid
election has been made or is deemed to have been made will be
subdivided and reclassified into A Shares and B Shares.
Conditions
The Merger remains conditional, inter alia, upon the UK Listing
Authority agreeing to admit the New Braemar Ordinary Shares to the
Official List and the London Stock Exchange agreeing to admit the
New Braemar Ordinary Shares to trading on its main market for
listed securities, as well as the confirmation of the Capital
Reduction.
Last Day for Dealings
In order to ensure an orderly subdivision and reclassification
of the Scheme Shares, the last day for dealings in and for
registration of transfers of, and disablement in CREST of, ACM
Shares is today, 23 July 2014.
Suspension of Listing and Trading
A request has been made to the London Stock Exchange for the
suspension of trading in ACM Shares with effect from 7:30 a.m.
(London time) on 24 July 2014. It is expected that the Scheme will
become effective on 25 July 2014 and that the cancellation of the
admission to trading on AIM of, and cessation of dealings in, ACM
Shares will each take place at 7:00 a.m. (London time) on 28 July
2014.
Upon the Scheme becoming effective, holders of the Scheme Shares
will be entitled to receive two New Braemar Ordinary Shares and 250
pence in cash for every five ACM Ordinary Shares held by them at
the Reorganisation Record Time (6.00 p.m. (London time) on 24 July
2014).
The consideration due to Scheme Shareholders will be despatched
to them by no later than 8 August 2014.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meaning as given to
them in the scheme document containing the Scheme that was sent to
ACM Shareholders on 12 June 2014.
Copies of this announcement will be available on the Company's
website at www.acmshippinggroup.com by no later than 12 noon on 24
July 2014.
Enquiries:
ACM Shipping Group plc
Johnny Plumbe - Executive Chairman
Ian Hartley - Finance Director +44 (0)20 7484 6311
Espírito Santo
(financial adviser, nominated adviser and corporate broker to ACM)
John Llewellyn-Lloyd
Sunil Sanikop +44 (0)20 7456 9191
Abchurch Communications
(PR adviser to ACM)
Henry Harrison-Topham
Stephanie Watson +44 (0)20 7398 7702
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, together with the
Forms of Proxy and Form of Election, which will contain the full
terms and conditions of the Merger.
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 Braemar 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 Braemar 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
Ordinary 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 Ordinary Shares is
urged to consult his tax advisors regarding the tax consequences of
the Merger.
It may be difficult for US holders of ACM Ordinary 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 Ordinary 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.
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 Braemar 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.
Copies of this announcement, the Scheme Document, the Combined
Circular and Prospectus, the Forms of Proxy, the Form of Election
and any formal documentation relating to the Merger are not being,
and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction.
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.
Publication on websites and availability of hard copies
A copy of this announcement, the Scheme Document (together with
the information incorporated by reference therein), the Combined
Circular and Prospectus, the Forms of Proxy and the Form of
Election in relation to the Mix and Match Facility will be
available free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, on ACM's website
at www.acmshippinggroup.com, up to and including the Effective
Date. Neither the contents of ACM's website, nor those of any other
website accessible from hyperlinks on ACM's website, are
incorporated into or form part of this announcement or the Scheme
Document.
You may request that a hard copy of this announcement and/or the
Scheme Document together with a copy of any information
incorporated by reference into the Scheme Document by contacting
Capita Asset Services at The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU, or by telephone on 0871 664 0321 (or, if
calling from outside the UK, on +44 20 8639 3399) between 9.00 a.m.
and 5.30 p.m. (London time) Monday to Friday. Calls cost 10 pence
per minute from a BT landline. Other network providers costs may
vary. Calls to Capita Asset Services from outside the UK will be
charged at the applicable international rate and different charges
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 Merger nor give any financial, legal or taxation advice. If
requested, copies will be provided, free of charge, within two
Business Days of the request.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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