Braemar Shipping Regulatory News (BMS)

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

7 July 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

Results of Court Meeting and General Meeting

ACM announces that the Scheme relating to the recommended merger of ACM with Braemar was today approved at the Court Meeting and the Special Resolution was approved at the General Meeting.

Completion of the Scheme remains subject to the satisfaction or, if permitted, waiver of the remaining conditions of the Scheme set out in the scheme document dated 12 June 2014 (the "Scheme Document") including, inter alia, the sanction of the Scheme and the confirmation of the Capital Reduction by the Court. 

Voting results

The voting results in relation to the Court Meeting and the General Meeting are summarised below:

COURT MEETING

At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 100.0 per cent. by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was decided on a poll. Details of the votes cast were as follows:

Accordingly, the resolution proposed at the Court Meeting was duly passed on a poll vote.

The number of Scheme Shares voted in favour of the resolution as a percentage of the Scheme Shares in issue at the Voting Record Time was 63.3 per cent. and the number of Scheme Shares voted against the resolution as a percentage of the Scheme Shares in issue at the Voting Record Time was 0.0 per cent.

GENERAL MEETING

The Special Resolution was passed unanimously on a show of hands. The proxy voting results for the Special Resolution were as follows:

Next Steps

The Scheme Court Hearing to sanction the Scheme is expected to take place on 23 July 2014 and the Reduction Court Hearing to confirm the Capital Reduction is expected to take place on 25 July 2014. It is expected that dealings in ACM Shares will be suspended at 7.30 a.m. on 24 July 2014 and the Scheme will become effective on 25 July 2014. If the Scheme becomes effective on 25 July 2014, it is expected that the admission of the ACM Shares to trading on AIM will be cancelled on 28 July 2014 or shortly thereafter.

The dates stated above are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and confirms the associated Capital Reduction and the date on which the conditions set out in Appendix I of the Scheme Document are satisfied or (if capable of waiver) waived. If any of the expected dates change, ACM will, unless the Panel otherwise directs, give notice of the change by issuing an announcement through a Regulatory Information Service.

Except as otherwise defined herein, capitalised terms used herein have the same meanings as set out in the Scheme Document.

Copies of this announcement will be available on the Company's website at www.acmshippinggroup.com by no later than 12 noon on 8 July 2014.

Enquiries:

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 will contain 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.

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 Braemar 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 Braemar 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 Ordinary 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 Ordinary Shares is urged to consult his tax advisors regarding the tax consequences of the Merger.

It may be difficult for US holders of ACM Ordinary 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 Ordinary 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.

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 Braemar 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.

Copies of this announcement, the Scheme Document, the Combined Circular and Prospectus, the Forms of Proxy, the Form of Election and any formal documentation relating to the Merger are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

Espírito Santo, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for ACM and no one else in connection with the Merger, and will not be responsible to anyone other than ACM for providing the protections afforded to clients of Espírito Santo or for providing advice in connection with the Merger or any matter or arrangement referred to herein. Neither Espírito Santo 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 Espírito Santo in connection with this announcement, any statement contained herein or otherwise.

Publication on websites and availability of hard copies

A copy of this announcement, the Scheme Document (together with the information incorporated by reference therein), the Combined Circular and Prospectus, the Forms of Proxy and the Form of Election in relation to the Mix and Match Facility will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on ACM's website at www.acmshippinggroup.com, up to and including the Effective Date. Neither the contents of ACM's website, nor those of any other website accessible from hyperlinks on ACM's website, are incorporated into or form part of this announcement or the Scheme Document.

You may request that a hard copy of this announcement and/or the Scheme Document together with a copy of any information incorporated by reference into the Scheme Document by contacting Capita Asset Services at The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, or by telephone on 0871 664 0321 (or, if calling from outside the UK, on +44 20 8639 3399) between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday. Calls cost 10 pence per minute from a BT landline. Other network providers costs may vary. Calls to Capita Asset Services from outside the UK will be charged at the applicable international rate and different charges 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 Merger nor give any financial, legal or taxation advice. If requested, copies will be provided, free of charge, within two Business Days of the request.

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.