TIDMBMS TIDMACMG
RNS Number : 5139L
Braemar Shipping Services PLC
04 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
4 July 2014
FOR IMMEDIATE RELEASE
BRAEMAR SHIPPING SERVICES PLC ("BRAEMAR")
RESULTS OF ANNUAL GENERAL MEETING
AND
RESULTS OF GENERAL MEETING
RELATING TO THE RECOMMENDED MERGER ("MERGER") OF
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
With reference to the notice dated 10 June 2014 convening the
Annual General Meeting of Braemar ("AGM") and with reference to the
notice convening the General Meeting of Braemar ("GM") contained in
the combined class 1 circular and prospectus published by Braemar
on 12 June 2014, Braemar is pleased to announce that each of the
resolutions proposed at the AGM held today at 11.00 a.m. and each
of the resolutions proposed at the GM held today after the AGM,
were duly passed without amendment by the required majority on a
show of hands.
Proxy votes received by Braemar from its shareholders before the
meeting in relation to the AGM are summarised below. There were
21,681,393 ordinary shares in issue as at the date of the AGM.
Resolution In favour Discretion Against Withheld
----------- ---------- ----------- ---------- ---------
1 8,161,904 45,213 1,830 2,000
----------- ---------- ----------- ---------- ---------
2 8,056,505 44,713 34,653 75,076
----------- ---------- ----------- ---------- ---------
3 8,005,643 44,713 82,365 78,226
----------- ---------- ----------- ---------- ---------
4 8,163,634 47,213 100 0
----------- ---------- ----------- ---------- ---------
5 6,879,194 46,428 1,280,991 4,334
----------- ---------- ----------- ---------- ---------
6 6,865,470 47,678 1,291,915 5,884
----------- ---------- ----------- ---------- ---------
7 8,142,372 46,213 13,943 8,419
----------- ---------- ----------- ---------- ---------
8 8,157,426 50,342 902 2,277
----------- ---------- ----------- ---------- ---------
9 8,119,784 54,582 29,301 7,280
----------- ---------- ----------- ---------- ---------
10 7,993,319 51,988 152,136 13,504
----------- ---------- ----------- ---------- ---------
11 8,118,222 51,385 36,440 4,900
----------- ---------- ----------- ---------- ---------
12 6,720,882 50,557 1,439,054 454
----------- ---------- ----------- ---------- ---------
13 6,795,527 49,357 1,339,058 27,005
----------- ---------- ----------- ---------- ---------
14 8,112,395 51,557 21,245 25,750
----------- ---------- ----------- ---------- ---------
15 8,032,404 51,557 99,044 27,942
----------- ---------- ----------- ---------- ---------
Proxy votes received by Braemar from its shareholders before the
meeting in relation to the GM are summarised below. There were
21,681,393 ordinary shares in issue as at the date of the GM.
Resolution In favour Discretion Against Withheld
----------- ---------- ----------- -------- ---------
1 8,841,625 17,648 13,922 254
----------- ---------- ----------- -------- ---------
2 8,834,504 21,505 17,186 254
----------- ---------- ----------- -------- ---------
3 8,821,754 21,705 23,463 6,527
----------- ---------- ----------- -------- ---------
4 8,820,367 17,848 34,234 1,000
----------- ---------- ----------- -------- ---------
Completion of the Merger, which is expected to become effective
on 25 July 2014, remains conditional upon, amongst other things,
approval of the Merger by the shareholders of ACM and completion of
the Court process as set out in the Scheme Document in connection
with the Merger published by ACM on 12 June 2014.
In accordance with 9.6.2(R) of the Listing Rules, copies of the
resolutions passed at the AGM and the GM have been submitted to the
National Storage Mechanism and will shortly be available for
inspection at: http://www.morningstar.co.uk/uk/nsm
Capitalised terms in this announcement are, unless otherwise
defined, as set out in the combined circular and prospectus
published on 12 June 2014.
Enquiries:
Braemar Shipping +44 (0)20 7535
Services Plc 2650
James Kidwell
- Chief Executive
Martin Beer
- Group Finance
Director
Westhouse
(financial adviser Buchanan Communications
and corporate +44 (0)20 7601 (PR adviser +44 (0)20 7466
broker to Braemar) 6100 to Braemar) 5000
Robert Finlay Charles Ryland
Antonio Bossi Fiona Henson
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 contains the full terms
and conditions of the Merger, including details of how to vote in
respect of the Scheme and make an election under the Mix and Match
Facility.
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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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