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Further Irrevocable Undertakings Received

27 May 2014 12:40

RNS Number : 1244I
ACM Shipping Group PLC
27 May 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

 

 

27 May 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 Arrangementunder Part 26 of the Companies Act 2006

 

FURTHER IRREVOCABLE UNDERTAKINGS RECEIVED

 

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 904,750 ACM Ordinary Shares representing a further 4.7 per cent. of the current issued share capital of ACM.

 

Accordingly, irrevocable undertakings to vote in favour of the Scheme at the ACMCourt Meeting and to vote in favour of the Special Resolution to be proposed at the ACM General Meeting have now been received by Braemar in respect of 9,105,313 ACM Ordinary Shares in aggregate, representing 46.8 per cent. of the current issued share capital of ACM.

 

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.

\* Tim Lawrence's lock in deed is in the process of being delivered.

Note: All percentages have been rounded to one decimal place (other than percentages in the appendix which have been rounded to the nearest two decimal places).

 

Enquiries:

 

ACM Shipping Group Plc +44 (0)20 7484 6311

Johnny Plumbe - Executive Chairman

Ian Hartley - Finance Director

 

Braemar Shipping Services Plc  +44 (0)20 7535 2650

James Kidwell - Chief Executive

Martin Beer - Group Finance Director

 

Espírito Santo Investment Bank +44 (0)20 7456 9191

(financial adviser, nominated adviser and

corporate broker to ACM)

John Llewellyn-Lloyd

Sunil Sanikop

 

Abchurch Communications +44 (0)20 7398 7702

(PR adviser to ACM)

Henry Harrison-Topham

Joanne Shears

 

 

Appendix

 

IRREVOCABLE UNDERTAKINGS

Updated as at 27 May 2014

 

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:

 

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

Jürgen Breuer

Nil

0.00

Total:

3,652,284

18.75

 

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

 1,225,000

6.29

Nico Borkmann

 460,000

2.36

Glen Jackson

 453,750

2.33

James Green

 385,516

1.98

Lee Maze

 306,500

1.57

Samuel Badowski

 250,000

1.28

Edward Romer-Lee

 180,000

0.92

Paul Harris

 142,845

0.73

Staffan Bulow

 35,000

0.18

Prapaharan Letchumanan

 20,000

0.10

Henry Curra

 11,234

0.06

Andrew Wakely

621,084

3.19

Bruce Gyngell

304,350

1.56

Terry Karadanais

227,750

1.17

Olav Kirk

223,250

1.15

Tim Lawrence

453,750

2.33

Total:

 5,300,029

27.20

 

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:

153,000

0.79

 

4. Lapse

 

Each of the irrevocable commitments described above will cease to be binding on the earlier of the following occurrences:

 

· 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

 

· 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

 

· any competing offer is made which becomes or is declared wholly unconditional or otherwise becomes effective.

 

5. Availability on website

 

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 28 May 2014 (being the business day following the date of this announcement) on the following website: www.acmshippinggroup.com until the Merger becoming Effective.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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