Braemar Shipping Regulatory News (BMS)

10 Feb 2005 11:30

Braemar Seascope Group PLC10 February 2005 Braemar Seascope Group plc Braemar Seascope Group plc buys Seawise The Board of Braemar Seascope is pleased to announce that, further to theannouncement of 23 December 2004, it has agreed to acquire Seawise Australia Pty("Seawise"), a privately owned shipbroking business based in Australia. Theconsideration for the purchase is £4.6 million in a mixture of cash and sharesas described in the notes below. Seawise is a dry cargo shipbroking business and has 36 employees based atoffices in Sydney, Melbourne and Perth, Australia. It was formed in 2001 throughthe merger of two private shipbroking businesses, both of which had beenestablished for more than 10 years. This merged business has a wide range ofclients (both ship owners and charterers) who are active in the Far Easternmarket place. In its year to 30 June 2004 Seawise reported sales of AU$8.8 million (£3.6million) and a profit before taxation of AU$2.5 million (£1.03 million). As at30 June 2004 gross assets were AU$4.0 million (£1.65 million) and net assetswere AU$1.8 million (£0.74 million). Commenting on the acquisition, Alan Marsh, Chief Executive said: "This is a very significant development for Braemar Seascope. We have had thetwin objectives of building our broking business in the Pacific Rim and ourpresence in Dry Cargo shipbroking - the acquisition of Seawise achieves both. " "We will look to maximise the potential that Seawise offers when integrated withour dry cargo operations in London and Beijing. Through this purchase we aresignificantly enhancing our global coverage, and we expect that the breadth ofthe enlarged client base and access to information will expand our opportunitiesand service for clients." "We very much look forward to working with the existing Seawise management andstaff to establish the dry cargo operations of the Braemar Seascope Group at theforefront of this market." Further information on the consideration 1. Braemar Seascope will complete the acquisition of Seawise pursuant toagreements entered into with its shareholders and, in the case of a 5.9 per centminority interest, under an agreement yet to be entered into or pursuant tocompulsory acquisition rights. 2. The consideration is split such that Seawise shareholders holding 69.7per cent of the issued share capital of Seawise, all of whom are directors oremployees, will receive twelve new Braemar Seascope ordinary shares for eachSeawise ordinary share owned, plus cash equivalent to £6.80 per Seawise share.This will result in the issue of 743,496 new Braemar Seascope shares,representing 4.0 per cent of the existing issued share capital, and the paymentof cash totalling the equivalent of £0.42 million to these shareholders. Suchshareholders may elect to receive the cash element in Braemar Seascope sharesunder an agreed conversion rate, which if all shareholders elected to receivetheir cash element in shares would result in a further 102,960 new BraemarSeascope shares being issued. 3. All shares issued are subject to a lock-in such that half must be heldfor at least 12 months from completion. Holders of the balance of 26,934 Seawiseshares, owned principally by Brostrom AB, and representing 30.3 per cent ofSeawise's issued share capital will receive cash equivalent to £1.43 million. 4. Completion is expected to take place before 28 February 2005. Cashpayments to individual Seawise shareholders will be in either US dollars orAustralian dollars. Following completion, application will be made to the UKListing Authority for all the new ordinary shares to be issued pursuant to theacquisition to be admitted to the Official List of the UK Listing Authority andto trading on the London Stock Exchange's market for listed securities. Theacquisition constitutes a class 2 transaction for Braemar Seascope under the UKListing Rules. 5. The exchange rates used for the above £sterling equivalents are AU$2.421=£1. and US$1.856=£1 being the rates prevailing at the close of business on 8February 2005. For further information, contact: Braemar Seascope Group plc Alan Marsh Tel 020 7535 2600 James Kidwell Tel 020 7535 2881Aquila Financial Patrick d'Ancona Tel 020 7849 3326 Peter Reilly Tel 020 7849 3319Charles Stanley & Company Limited Philip Davies Tel 020 7953 2000 This information is provided by RNS The company news service from the London Stock Exchange