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21 May 2014 12:15
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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
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21 May 2014
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FOR IMMEDIATE RELEASE
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RECOMMENDED MERGER OF
BRAEMAR SHIPPING SERVICES PLC ("BRAEMAR")
and
ACM SHIPPING GROUP PLC ("ACM")
to be effected by means of a Scheme of Arrangementunder Part 26 of the Companies Act 2006
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FURTHER IRREVOCABLE UNDERTAKINGS RECEIVED
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Further to the announcement regarding the recommended merger made by Braemar and ACM on 20 May 2014 (the "Announcement"), further irrevocable undertakings to vote in favour of the Scheme at the ACM Court meeting and to vote in favour of the Special Resolution to be proposed at the ACM General Meeting have been received by Braemar in relation to the Merger in respect of a total of 1,078,434 ACM Ordinary Shares representing a further 5.5 per cent. of the current issued share capital of ACM.
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Accordingly, irrevocable undertakings to vote in favour of the Scheme at the ACMCourt Meeting and to vote in favour of the Special ResolutionΒ to be proposed at the ACM General Meeting have now been received by Braemar in respect of 8,200,563 ACM Ordinary Shares in aggregate, representing 42.1 per cent. of the current issued share capital of ACM.
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A full schedule of irrevocable undertakings received, correct as at the time of this announcement, is attached as an appendix.
The holders, controllers or beneficial owners of ACM Ordinary Shares who have given these further irrevocable undertakings have further agreed not to dispose of their shareholding in the Enlarged Company (as at completion of the Merger) without the prior consent of Braemar, other than in certain agreed circumstances, for a period of one year from the Effective Date*.
Capitalised terms in this announcement are, unless otherwise defined, as set out in the Announcement.
*other than Andrew Wakely
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Enquiries:
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ACM Shipping Group Plc +44 (0)20 7484 6311
Johnny Plumbe - Executive Chairman
Ian Hartley - Finance Director
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Braemar Shipping Services PlcΒ +44 (0)20 7535 2650
James Kidwell - Chief Executive
Martin Beer - Group Finance Director
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EspΓrito Santo Investment Bank +44 (0)20 7456 9191
(financial adviser, nominated adviser and
corporate broker to ACM)
John Llewellyn-Lloyd
Sunil Sanikop
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Abchurch Communications +44 (0)20 7398 7702
(PR adviser to ACM)
Henry Harrison-Topham
Joanne Shears
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Appendix
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IRREVOCABLE UNDERTAKINGS
Updated as at 21 May 2014
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1. ACM Directors
The following ACM Directors have given irrevocable undertakings in respect of their entire beneficial holdings of ACM Ordinary Shares to vote in favour of the Scheme at the ACM Court Meeting and to vote in favour of the Special Resolution to be proposed at the ACMGeneral Meeting:
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Name | Number of ACM Ordinary Shares | Percentage of issued share capital of ACM |
Johnny Plumbe | 1,115,409 | 5.73 |
James Gundy | 1,225,000 | 6.29 |
Ian Hartley | 56,000 | 0.29 |
Mike Rudd | 1,225,000 | 6.29 |
David Cobb CBE | 4,000 | 0.02 |
Timothy Jaques | 6,450 | 0.03 |
Mark Tracey | 20,425 | 0.10 |
JΓΌrgen Breuer | Nil | 0.00 |
Total: | 3,652,284 | 18.75 |
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2. ACM employees
The following ACM employees have given irrevocable undertakings in respect of their entire beneficial holdings of ACM Ordinary Shares to vote in favour of the Scheme at the ACM Court Meeting and vote in favour of the Special Resolution to be proposed at the ACM General Meeting:
Name | Number of ACM Ordinary Shares | Percentage of issued share capital of ACM |
William Middleton | Β 1,225,000 | 6.29 |
Nico Borkmann | Β 460,000 | 2.36 |
Glen Jackson | Β 453,750 | 2.33 |
James Green | Β 385,516 | 1.98 |
Lee Maze | Β 306,500 | 1.57 |
Samuel Badowski | Β 250,000 | 1.28 |
Edward Romer-Lee | Β 180,000 | 0.92 |
Paul Harris | Β 142,845 | 0.73 |
Staffan Bulow | Β 35,000 | 0.18 |
Prapaharan Letchumanan | Β 20,000 | 0.10 |
Henry Curra | Β 11,234 | 0.06 |
Andrew Wakely | 621,084 | 3.19 |
Bruce Gyngell | 304,350 | 1.56 |
Total: | 4,395,279 | 22.55 |
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The ACM Directors and ACM employees set out in this appendix have irrevocably undertaken to elect to take no more than 20 per cent. of their consideration under the Merger in the form of cash under the Mix and Match Facility.
3. Other ACM shareholders
The following other ACM shareholders have given irrevocable undertakings in respect of their entire beneficial holdings of ACM Ordinary Shares to vote in favour of the Scheme at the ACM Court Meeting and vote in favour of the Special Resolution to be proposed at the ACM General Meeting:
Name | Number of ACM Ordinary Shares | Percentage of issued share capital of ACM |
Peter Sechiari | 153,000 | 0.79 |
Total: | 153,300 | 0.79 |
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4. Lapse
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Each of the irrevocable commitments described above will cease to be binding on the earlier of the following occurrences:
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Β· the offer, on substantially the terms and conditions set out herein, is not made by the publication of the Scheme Document (or offer document in the case of a Takeover Offer) by the date which is 28 days from the date of this announcement (or such later date as the Panel may agree); or
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Β· 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
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Β· any competing offer is made which becomes or is declared wholly unconditional or otherwise becomes effective.
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5. Availability on website
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In accordance with Rule 26.1 of the Takeover Code, the irrevocable undertakings referred to in this Appendix are governed by English law and copies will be available, no later than 12 noon on 22 May 2014 (being the business day following the date of this announcement) on the following website: www.acmshippinggroup.com until the Merger becoming Effective.
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