Last checked at 20 May 2014 07:01
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the party to the offer making the disclosure: | Braemar Shipping Services Plc ("Braemar") |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient | |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer | ACM Shipping Group Plc ("ACM") |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | OFFEROR |
(e) Date position held: | 20 May 2014 |
(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | NO |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
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| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | 0 | Nil | 0 |
(2) Derivatives (other than options): | Nil | 0 | Nil | 0 |
(3) Options and agreements to purchase/sell: | Nil | 0 | Nil | 0 |
TOTAL: | Nil | 0 | Nil | 0 |
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | NONE |
Details, including nature of the rights concerned and relevant percentages: | NONE |
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(c) Irrevocable commitments and letters of intent
Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code): | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Braemar Irrevocable Commitments - Directors
The following irrevocable commitments have been received to vote in favour of resolutions to be proposed at an extraordinary general meeting of Braemar to approve the transaction (the "Resolutions"), from the following Braemar directors:
No provisions have been included in the undertakings listed above which provide for the cessation of the obligations of the relevant Braemar directors arising thereunder.
Braemar Irrevocable Commitments - Other
The following irrevocable commitment has been received to vote in favour of the Resolutions, from the following holder of Braemar ordinary shares:
No provisions have been included in the undertaking listed above which provide for the cessation of the obligations of the relevant Braemar shareholder arising thereunder.
ACM Irrevocable Commitments - Directors
The following irrevocable commitments have been received to vote in favour of a scheme of arrangement proposed to be made under Part 26 of the Companies Act 2006 (the "Scheme"), from the following directors of ACM:
ACM Irrevocable Commitments - Employees
The following irrevocable commitments have been received to vote in favour of the Scheme, from the following employees of ACM and its subsidiaries:
All of the ACM irrevocable commitments described above will cease to be binding on the earlier of the following occurrences:
(i) the offer, on substantially the terms and conditions set out in the announcement (the "2.7 Announcement") to be made relating to the offer under Rule 2.7 of the City Code on Takeovers and Mergers (the "Code"), is not made by the publication of the circular relating to the scheme of arrangement (or offer document in the case where the offeror and offeree agree to proceed by way of a takeover offer) by the date which is 28 days from the date of the 2.7 Announcement (or such later date as the Panel may agree); or
(ii) the offer does not become effective, lapses, is withdrawn or otherwise becomes incapable of ever becoming effective, as the case may be, and no new revised or replacement offer has then been announced in accordance with Rule 2.7 of the Code; or
(iii) any competing offer is made which becomes or is declared wholly unconditional or otherwise becomes effective.
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3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure: |
It has not been practicable for Braemar to make enquiries of all its concert parties in advance of releasing this opening position disclosure. Therefore, this disclosure may not include all the relevant details in respect of Braemar's concert parties. Braemar confirms that further disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of The Takeover Code will be made as soon as possible, if required.
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If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3 for each additional class of relevant security.
Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: If there are no such agreements, arrangements or understandings, state "none" |
NONE
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(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
NONE
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 20 May 2014 |
| Contact name: | Martin Beer |
| Telephone number: | 020 7535 2650 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.