Braemar Shipping Services PLC Proposed acquisition of NAVES Corp. Fin. GmbH (0473Q)

TIDMBMS

RNS Number : 0473Q

Braemar Shipping Services PLC

07 September 2017

THIS ANNOUNCMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.

7 September 2017

BRAEMAR SHIPPING SERVICES PLC

Proposed acquisition of NAVES Corporate Finance GmbH

Braemar Shipping Services plc ("Braemar" or the "Company"), a leading international provider of broking, consultancy, technical and other services to the shipping, marine, energy, offshore and insurance industries is pleased to announce the conditional acquisition of the entire issued share capital of NAVES Corporate Finance GmbH ("NAVES"), a corporate finance advisory business focused on the maritime industry to create a new division within Braemar to be known as the Financial Division.

The consideration payable for the Acquisition is EUR24.00 million (subject to a customary adjustment based on target working capital) rising to a maximum of EUR35.00 million should earn-out payment terms and conditions be satisfied.

Acquisition Highlights

-- Acquisition of NAVES, a corporate finance advisory business focussed on the maritime industry, headquartered in Hamburg, Germany. NAVES advises predominantly German clients on financing, restructuring and sale and purchase transactions.

   --      Consideration of: 

- EUR19.00 million, to be satisfied 50 per cent. in cash and 50 per cent. in Convertible Loan Notes, of which EUR14.80 million will be payable on Completion (subject to a customary adjustment based on target working capital) followed by three equal annual instalments of EUR1.40 million;

- EUR1.50 million, to be satisfied by the issue of 458,166 Ordinary Shares to Non-management Sellers on Completion (representing a price of 300.2 per Ordinary Share (being the Reference Price));

- EUR3.50 million to be satisfied by the issue of Convertible Loan Notes to Management Sellers in five equal annual instalments of EUR0.70 million; and

- up to a further EUR11.00 million may be payable to Management Sellers over a three year period pursuant to a performance-based earn-out which will be satisfied wholly in Convertible Loan Notes.

-- All Deferred Consideration and Earn-out Consideration payable to Management Sellers is subject to the Managing Individuals remaining with the business during the relevant periods (subject to good leaver/bad leaver provisions). A consultancy agreement with a term of up to five years will be entered into at Completion in respect of the services of both Managing Individuals.

   --      Acquisition terms structured to incentivise long term profit growth in NAVES. 

-- Cash element of consideration will be financed from funds drawn down under a new credit agreement entered into by the Company and the Company's own resources and cash flow.

-- NAVES is led by Managing Partners Mark Kuchenbecker and Axel Siepmann who have over 40 years of combined professional experience in corporate finance and the maritime industry.

-- Creation of a new Financial Division in which Mark Kuchenbecker and Axel Siepmann will take leadership roles.

-- NAVES generated revenue and profit after tax for the year ended 31 December 2016 of EUR7.46 million and EUR2.13 million respectively.

-- NAVES has a track record of performance since establishment of the business in 2009 having advised on over US$6.5 billion of capital and charter hire restructurings.

   --      Aligns with Braemar strategy to: 
   -      improve market coverage and ability to support clients; 
   -      diversify business operations; 
   -      grow scale through organic and acquisitive development; and 
   -      deliver long-term shareholder value. 

Acquisition Benefits

-- Entrance to the valuable maritime financial advisory market through an established business.

-- Continued growth opportunities from the strong fundamental market drivers of the NAVES niche business, which include continuing high global levels of distressed maritime debt, particularly held by German banks.

-- Complementary services and skills that broaden and enhance the Braemar Group's offering to clients.

-- Collaboration between NAVES and the Braemar Group's operating divisions, particularly with the Braemar Group's shipbroking division, gives the Enlarged Group the opportunity to increase client services and corresponding revenue.

   --      Increases geographic expansion opportunities strengthening Braemar's global presence. 

-- Provides an additional source of revenue to Braemar, adding additional resilience and strength to the Group's earnings profile.

-- The Board believes that the Acquisition will be earnings enhancing for Braemar during the current financial year ending February 2018 and in the first full financial year following Completion being the year ending February 2019 and the acquisition terms have been structured to incentivise long term profit growth in NAVES.

(Earnings for these purposes are underlying basic earnings per Ordinary Share excluding specific items, which include acquisition related items, gains and losses on sale of investments and other one off items. This statement is not intended as a profit forecast and should not be interpreted to mean that underlying basic earnings per Ordinary Share for the current or future financial years would necessarily match or exceed the historical published underlying basic earnings per Ordinary Share.)

Comments on the Acquisition from Braemar and NAVES:

James Kidwell, Chief Executive Officer of Braemar said:

"We are delighted to announce this acquisition which is in line with our stated strategy of growing a diverse maritime business. The Board has been looking for high quality acquisitions for some time as a key part of Braemar's growth strategy. NAVES not only introduces a new service offering for Braemar, enhancing our 'full service' offer to our customers, but also widens our geographical footprint. I look forward to welcoming NAVES' senior management and all staff to Braemar and we look forward to working together.

"We have plans to develop the NAVES business within the Group considerably as this acquisition marks a very good entry level into this growing niche market. It also signifies Braemar's return to growth and I have no doubt that this will create further value for shareholders. The Board will continue to focus on both organic and acquisitive growth and we look forward to updating shareholders on our progress as we pursue our growth strategy."

Axel Siepmann and Mark Kuchenbecker, Managing Partners of NAVES said:

"At NAVES, we have long viewed Braemar as a complementary growth business with a culture and ambitions aligned to our own.

There is clearly a strong fit to our business as mainly we offer different services to a similar client base and, together with Braemar, we feel that NAVES can accelerate its growth further.

On behalf of the NAVES board, we look forward to growing our combined businesses and working together to cross-sell our widening range of services to our increasing customer base. We are very pleased to become part of the Braemar Group and look forward to the future with confidence."

Approvals and timetable

Owing to its size, the Acquisition constitutes a Class 1 transaction for the purposes of the Listing Rules and therefore requires the approval of Shareholders. The notice convening the General Meeting is set out in Part 12 of the Circular and an explanation of the Resolutions to be proposed at the meeting is set out in paragraph 8 of Part 4 of the Circular.

Further details of the Acquisition are set out below, and together with a notice convening a General Meeting on 26 September 2017 to approve the Acquisition, will be contained in the Circular which Braemar is expecting to send to Shareholders later today. The Circular will include a recommendation from the Board that Shareholders vote in favour of the Acquisition. The Company will make a further announcement once the Circular has been published which will include details of where the Circular will be available from.

Completion of the Acquisition is expected on or around 26 September 2017.

The Braemar management team is meeting with shareholders, as organised by its advisors. Please contact Buchanan, contact details below, for further details.

Enquiries:

 
 Braemar Shipping Services plc 
  James Kidwell, Chief Executive 
  Louise Evans, Group Finance Director    [phone] 
 PricewaterhouseCoopers LLP 
  Financial Adviser 
  Coolin Desai 
  Jon Raggett                             [phone] 
 Stockdale Securities Limited 
  Sponsor and Financial Adviser 
  Robert Finlay 
  Antonio Bossi 
  Edward Thomas                           [phone] 
 Buchanan Communications 
  Financial PR for Braemar 
  Charles Ryland 
  Vicky Hayns                             [phone] 
 

This announcement contains inside information as defined under the Market Abuse Regulation (EU) No. 596/2014.

This summary should be read in conjunction with the full text of this announcement. Certain defined terms used in this announcement are set out in the appendix to this announcement.

Stockdale Securities Limited ("Stockdale"), which is authorised and regulated by the FCA in the United Kingdom, is acting as sponsor to Braemar and for no-one else in connection with the Acquisition and will not be responsible to any person other than Braemar for providing the protections afforded to clients of Stockdale, nor for providing advice in relation to the Acquisition, the content of this announcement or any matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Stockdale by the FSMA or the regulatory regime established thereunder, neither Stockdale 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 Stockdale in connection with this announcement, any statement contained herein or otherwise, nor makes any representation or warranty, express or implied, in relation to, the contents of this announcement, including its accuracy, completeness or verification or for any other statement purported to be made by Stockdale, or on behalf of Stockdale in connection with Braemar or the Acquisition. Stockdale accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability to any person who is not a client of Stockdale, whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.

PricewaterhouseCoopers LLP ("PwC"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Braemar in relation to the Acquisition and for no-one else in connection with the Acquisition or the matters referred to in this announcement and will not be responsible to any person other than Braemar for providing the protections afforded to clients of PwC, nor for providing advice in relation to the Acquisition nor to the matters referred to herein. Neither PwC nor any of its members owes, accepts or assumes any duty of care, 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 PwC in connection with the matters referred to in this announcement, or otherwise.

Braemar Shipping Services plc

Proposed acquisition of NAVES

About NAVES

NAVES is a private limited liability company incorporated in Germany and headquartered in Hamburg.

NAVES provides corporate finance advice to global shipping clients. Its services include: restructuring advisory; corporate finance advisory; mergers and acquisitions; asset brokerage; interim/pre-insolvency management and financial asset management, including loan servicing.

NAVES was founded in early 2009 to target a perceived market opportunity created by the increased levels of distress in the global ship financing market resulting from the financial crisis and a decline in ship values and charter rates. NAVES was established to advise German and international maritime clients in a changing capital market environment on financing, restructuring and sale and purchase transactions. NAVES is engaged in the niche market of restructuring shipping debt from KG (kommanditgesellschaften) financings in the German commercial banking sector, which continues to contribute to its growing financial services business.

NAVES has assisted clients with restructuring their balance sheets and has advised on the restructuring of over US$6.5 billion of capital and charter hire and on over US$1.5 billion of related transactions, including both corporate and sale and purchase transactions and has serviced over US$0.5 billion of vessels and loans on behalf of its clients.

NAVES' clients are predominantly German and include shipping companies, shipping funds, lenders, issuing houses and charterers, as well as governmental entities.

NAVES is a high margin business based on an established team and cost base. Revenue, underlying operating profit and profit after tax for the year ending 31 December 2016 were EUR7.46 million, EUR3.00 million and EUR2.13 million, respectively. Gross assets as at 31 December 2016 were EUR3.13 million.

The business is led by managing partners Mark Kuchenbecker and Axel Siepmann, who have over 40 years of combined professional experience in corporate finance and the maritime industry, and has a staff of 20 people in total, including five divisional heads. The team includes former ship-brokers, bankers, former employees of ship-owning and managing companies, lawyers, mariners and fleet managers.

Following completion, Braemar will establish a new division to be known as the Financial Division in which Mark Kuchenbecker and Axel Siepmann will take leadership roles.

Background to, and reasons for the Acquisition

Braemar is a leading international provider of knowledge and skills-based services to the shipping, marine, energy, offshore and insurance industries. Braemar has a long-term strategy to develop a diversified portfolio of complementary businesses servicing its diverse markets through organic and acquisitive growth. This strategy is designed to generate long-term shareholder value by growing business scale and resilience in the cyclical nature of the Braemar Group's markets.

Braemar believes that the Acquisition offers a number of benefits to the Braemar Group, including:

-- Entrance to the valuable maritime financial advisory market through an established team. Braemar's view is that there is a strategic advantage in broadening its offering to provide maritime financial advisory services, and the Board sees the Acquisition as a good first step into this market. Braemar believes that the NAVES management team will continue to build on its successful track record to take advantage of the opportunities in the maritime debt markets created by the continuing levels of restructuring and wind-down activities by the German and international banks on the one side, and increasing difficulties of shipping companies to source capital for acquisitions and new-buildings on the other. As at the end of 2016, there were 2,660 vessels under German ownership or management, a proportion of which are believed to require refinancing over the next five years.

-- Continued growth opportunities from the strong fundamental market drivers of the NAVES niche business, which include continuing high global levels of distressed maritime debt, particularly held by German banks (as at the end of 2016, the top six German shipping banks had shipping loan portfolios of US$78.80 billion a proportion of which is believed to be distressed); banking and capital allocation regulations necessitating the restructuring, re-allocation or sale of loan portfolios; major shipping lenders leaving the market making it more difficult for even established international shipping companies to source capital; and ongoing structural and over-capacity challenges that could result in a variety of different transactions.

-- Complementary services and skills that broaden and enhance the Braemar Group's offering to clients, both to meet the evolving needs of its existing clients and to strengthen its ability to win new business. Braemar believes that there will be a number of cross-selling and "one-stop" marketing opportunities, particularly by offering financial institutions restructuring services combined with the ability to handle the sale of the vessel and opportunities for long term chartering.

-- Increased geographic expansion opportunities strengthening Braemar's presence as a global business firm, both through an increased physical presence in Germany via an established local German brand with greater access to Germany and its related markets, but also through the ability to utilise Braemar's existing presence and connections to increase the global dimensions of NAVES' business. Braemar believes that NAVES' financial restructuring skills can be redeployed within other geographies and with new clients, especially private equity firms, where a significant proportion of distressed bank debt has been purchased.

-- Providing additional diversification in the Braemar Group's sources of earnings from a business that the Board expects to be less correlated to activity levels in the oil and gas industry, and more resilient in any future downturn in the shipping industry, than other parts of the Braemar Group.

-- Collaboration between NAVES and the Braemar Group's operating divisions, particularly with the Braemar Group's shipbroking division, gives the Enlarged Group the opportunity to increase client services and corresponding revenue.

-- The Board believes that the Acquisition will be earnings enhancing for Braemar during the current financial year ending February 2018 and in the first full financial year following Completion being the year ending February 2019 and the acquisition terms have been structured to incentivise long term profit growth in NAVES.

(Earnings for these purposes are underlying basic earnings per Ordinary Share excluding specific items, which include acquisition related items, gains and losses on sale of investments and other one off items. This statement is not intended as a profit forecast and should not be interpreted to mean that underlying basic earnings per Ordinary Share for the current or future financial years would necessarily match or exceed the historical published underlying basic earnings per Ordinary Share.)

Terms of the Acquisition

Acquisition Agreement

Under the terms of the Acquisition Agreement, the Sellers have conditionally agreed to sell, and Braemar AcquisitionCo, an indirectly wholly-owned subsidiary of Braemar, has conditionally agreed to acquire, the entire issued share capital of NAVES.

The Sellers have each provided Braemar AcquisitionCo with customary warranties, on a several basis, as to their title to, and capacity to sell, the shares in the capital of NAVES. In addition, each of the Sellers has provided Braemar AcquisitionCo with customary business warranties, on a joint and several basis. The warranties are subject to financial and other limitations customary for a transaction of this nature. On Completion, the Sellers will also be required to deliver a tax deed, which is intended to indemnify the Enlarged Group against any pre-Completion tax liabilities of the NAVES Group, subject to exclusions and limitations, as well as addressing the conduct of tax matters.

A consultancy agreement with a term of up to five years will be entered into at Completion in respect of the services of both Managing Individuals.

Consideration payable to the Sellers

The Acquisition Agreement provides for a minimum consideration of EUR24.00 million (subject to a customary adjustment based on target working capital) and a maximum consideration of EUR35.00 million.

The initial consideration payable at Completion is:

-- EUR14.80 million (subject to a customary adjustment based on target working capital), 50 per cent. of which will be payable in cash, and 50 per cent. satisfied by the issue of Convertible Loan Notes; and

-- EUR1.50 million, to be satisfied by the issue of 458,166 Ordinary Shares to Non-management Sellers only (representing a price of 300.2 pence per Ordinary Share (being the Reference Price)).

Three annual instalments of EUR1.40 million will be payable as First Deferred Consideration to the Sellers, payable 50 per cent. in cash and 50 per cent. satisfied by the issue of Convertible Loan Notes. Interest at a rate of three per cent. per annum will accrue on each of these tranches of the First Deferred Consideration from the date of Completion until the date of payment of the relevant tranche.

Five annual instalments of EUR0.70 million will be payable to Management Sellers only as Second Deferred Consideration to be satisfied by the issue of Convertible Loan Notes.

An additional aggregate amount of up to EUR11.00 million (being the balance of the Consideration) may be payable over the three years following Completion in accordance with the Earn-out Consideration terms and conditions in the Acquisition Agreement which provide as follows:

-- payable to the Management Sellers only and satisfied wholly by the issue of Convertible Loan Notes;

-- payable annually in tranches of EUR3.667 million (in each case within 30 days of the determination of NAVES' EBIT for the relevant period); and

-- requires NAVES to deliver EBIT in excess of EUR2.00 million in each period to trigger payment with the maximum consideration payable in each year if EBIT of EUR4.375 million is delivered (subject, in each case, to certain agreed adjustments).

Leaver provisions provide that if either of the Managing Individuals resigns or is dismissed for cause, then each Management Seller shall have its entitlements to receive further payments of the Deferred Consideration and Earn-out Consideration reduced by an amount equal to the relevant Managing Individual's percentage ownership interest in each relevant Management Seller.

The Non-management Sellers have agreed not to dispose of the Consideration Shares without the prior written consent of Braemar for a period of one year from the date of Completion.

Convertible Loan Notes

The Convertible Loan Notes will be issued credited as fully paid, in amounts and integral multiples of EUR1.00 nominal value. The Convertible Loan Notes will bear interest from the date of issue to the relevant holders of the Convertible Loan Notes payable six months in arrears at a rate of three per cent. per annum. Interest will be payable (less any tax required by law to be deducted) in arrears with the first payment being due on the date falling six months after the date of issue of the Convertible Loan Notes, and each subsequent instalment being due on the date falling six months after the preceding instalment.

Holders of the Convertible Loan Notes and Braemar each have the right (subject to certain restrictions) any time after the second anniversary of the date of issue on three months' notice to call for the redemption of the Convertible Loan Notes for cash at par.

Holders of the Convertible Loan Notes have the right (subject to certain restrictions) to convert the Convertible Loan Notes into Ordinary Shares at any time after the date of issue at the following conversion price: (a) if the noteholder is a Management Seller, 390.3 pence per Ordinary Share (representing a 30 per cent. premium to the Reference Price); or (b) if the noteholder is a Non-management Seller, 450.3 pence per Ordinary Share (representing a 50 per cent. premium to the Reference Price). If Braemar suffers customary events of default then the conversion price is reduced to the following conversion price: (a) if the noteholder is a Management Seller, 360.2 pence per Ordinary Share (representing a 20 per cent. premium to the Reference Price); or (b) if the noteholder is a Non-management Seller, 420.3 pence per Ordinary Share (representing a 40 per cent. premium to the Reference Price).

The Convertible Loan Notes will be constituted pursuant to two Loan Note Instruments (one constituting Convertible Loan Notes to be issued to Management Sellers only and the other constituting Convertible Loan Notes to be issued to Non-management Seller only) which are made on identical terms save for the conversion price as noted above.

The Convertible Loan Notes will be non-transferrable, other than with Braemar's written consent. No application will be made for the Convertible Loan Notes to be issued or dealt in on any stock exchange.

Current trading and prospects

On 22 June 2017 Braemar issued the following trading update:

Trading profit for Braemar for the first quarter of the current year to February 2018, has improved, albeit against a disappointing comparative period for the last year. While revenues were lower, as expected, profitability improved as the benefit of the cost savings measures taken last year were realised.

Shipbroking

Trading for the first quarter in the Shipbroking division has been good and results show a significant improvement on the prior year's equivalent performance. The tanker desk, the largest sector of Braemar's Shipbroking business, has achieved improved trading volumes despite lower freight rates. Sale and purchase and projects desks have started the year strongly and, most pleasingly, have concluded some significant newbuilding and long term project business which will benefit future years. The dry cargo desk has shown a marked improvement in performance reflecting its recovering market. The Offshore desk is ahead of the prior year with some increase in activity although the offshore market remains low due to asset over-capacity.

Technical

The first quarter's performance of the Technical Services division shows a modest improvement against prior year. Solid revenue in the incident led businesses (including Loss Adjusting, Marine and Response) have offset a lower performance in Offshore and Engineering which are mainly influenced by energy related projects. However, the effect on profitability of lower project income is much reduced by the cost savings measures taken last year. Over the last few months there have been stronger signs of project related activity as evidenced by the volume of new tenders in the market. Conversion of these opportunities into income will take time, but the overall market picture is more encouraging than it was twelve months ago.

Logistics

Revenue in the Logistics division is in line with prior year equivalent although there has been some margin degradation due to the business mix.

Outlook

Whilst the improved performance at this early stage of the financial year is encouraging, our end markets remain challenging. Accordingly, the Board's expectation for the year as a whole remains unchanged. Braemar is well financed with a strong balance sheet and continues to actively seek opportunities to invest in complementary activities which will augment its service offering and deliver long term growth.

Financing the Acquisition

The cash consideration payable by Braemar AcquisitionCo to the Sellers under the Acquisition Agreement will be financed with funds that will be drawn down from the credit agreement dated 6 September 2017 and made between, amongst others, (1) Braemar and (2) HSBC Bank Plc, and the Braemar Group's own resources and cash flow.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The times and dates in the table below and elsewhere are given on the basis of the Directors' current expectations and are subject to change.

 
 Event                                                     Time and/or date 
 Announcement of the proposed Acquisition                  7 September 2017 
 Expected date for posting of the                          7 September 2017 
  Circular to the Shareholders 
 Latest time and date for receipt           10.00 a.m. on 22 September 2017 
  of Form of Proxy 
 General Meeting                            10.00 a.m. on 26 September 2017 
 Completion of the Acquisition               On or around 26 September 2017 
 

IMPORTANT NOTICES

This announcement has been issued by, and is the sole responsibility of, Braemar.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Ordinary Shares, including the Convertible Loan Notes or the Consideration Shares, in any jurisdiction.

No person is authorised in connection with the Acquisition to give any information or to make any representation other than as contained in this announcement and, if given or made, such information or representation must not be relied upon as having been authorised by Braemar or Stockdale. None of the above take any responsibility or liability for, and can provide no assurance as to the reliability of, other information that you may be given. Subject to the Listing Rules, the Prospectus Rules and the Disclosure Guidance and Transparency Rules, the delivery of this announcement shall not, under any circumstances, create any implication that there has been no change in the affairs of Braemar or NAVES since the date of this announcement or that the information in this announcement is correct as at any time after its date.

The contents of this announcement are not to be construed as legal, business or tax advice. Each Shareholder should consult their own legal adviser, financial adviser or tax adviser for legal, financial or tax advice respectively.

Distribution of this announcement by any recipient may be restricted or prohibited by law. Recipients are required to inform themselves of, and comply with, all such restrictions or prohibitions.

Persons not resident in the United Kingdom should inform themselves about and observe any applicable legal requirements. It is the responsibility of each overseas Shareholder to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection with the Acquisition, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

This announcement has been prepared for the purposes of complying with English law, the Prospectus Rules and the Listing Rules and the information disclosed in this announcement 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 other jurisdiction.

This announcement is not an offer of securities for sale in the United States and there will be no public offer of securities in the United States. The securities discussed herein have not been and will not be registered under the US Securities Act or under the securities law of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and otherwise in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Neither the Ordinary Shares nor the Convertible Loan Notes have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or any US regulatory authority, nor have such authorities reviewed or passed upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States.

This announcement (including any information incorporated by reference into this announcement) includes forward-looking statements. The words "believe", "anticipate", "expect", "intend", "aim", "plan", "predict", "continue", "assume", "positioned", "may", "will", "should", "shall", "risk" and other similar expressions that are predictions of or indicate future events and future trends identify forward-looking statements. These forward-looking statements include all matters that are not current or historical facts. In particular, the statements of the Braemar Group regarding the Braemar Group's strategy, future financial position and other future events or prospects are forward-looking statements.

These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the control of the Braemar Group, that could cause the actual results of the Braemar Group to differ materially from those indicated in any such statements. Such factors include, but are not limited to, poor investment performance, increased rates of redemptions, the inability of Braemar to obtain favourable leverage, the potential illiquidity of assets, Braemar's indebtedness, increased competition, fluctuations in currency exchange rates, failure to attract and retain key personnel, risks associated with concentration and counterparty default, adverse regulatory developments or changes in government policy, misconduct of employees, changes in laws, third party litigation risk, failure to obtain necessary regulatory consent, legal proceedings relating to the proposed Acquisition, disruptions to Braemar's business because of a failure to complete the Acquisition and failure to realise the expected benefits of the proposed Acquisition. These risks and uncertainties include, but are not limited to, those factors described in Part 5 of the Circular.

The Shareholders should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are in many cases beyond the control of the Braemar Group. By their nature, forward-looking statements involve risks and uncertainties because such statements relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not indicative of future performance and the actual results of operations and financial condition of the Braemar Group and/or the Enlarged Group, and the development of the industry in which the Braemar Group and/or the Enlarged Group operates, may differ materially from those made in or suggested by the forward-looking statements contained in this announcement.

These forward-looking statements reflect Braemar's judgement at the date of this announcement and are not intended to give any assurances as to future results. To the extent required by MAR, the Listing Rules, the Prospectus Rules and the Disclosure Guidance and Transparency Rules and other applicable regulations, Braemar will update or revise the information in this announcement. Otherwise, Braemar undertakes no obligation to update or revise any forward-looking statements, and will not publicly release any revisions it may make to these forward-looking statements that may result from events or circumstances arising after the date of this announcement. Braemar will comply with its obligations to publish updated information as required by law or by any regulatory authority but assumes no further obligation to publish additional information.

The use of forward-looking statements and the cautionary statements set out above does not in any way seek to qualify the working capital statement as set out on page 54 of the Circular.

The cautionary statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that the Braemar Group, or persons acting on its behalf, may issue.

Save where expressly stated in this announcement, the content of Braemar's website (www.braemar.com) does not form part of this announcement.

A copy of this announcement will be available on Braemar's website (www.braemar.com).

APPIX

DEFINITIONS

 
 Acquisition                     the acquisition by Braemar AcquisitionCo 
                                  of the entire issued share capital 
                                  of NAVES. 
 Acquisition Agreement           the agreement dated on or about 
                                  7 September 2017 between, amongst 
                                  others, the Sellers and Braemar 
                                  AcquisitionCo setting out the 
                                  material terms and conditions 
                                  upon which Braemar AcquisitionCo 
                                  proposes to acquire the entire 
                                  issued share capital of NAVES. 
 Braemar or the Company          Braemar Shipping Services plc 
 Braemar AcquisitionCo           Braemar Financial Holdings Germany 
                                  GmbH, a company registered in 
                                  the Republic of Germany with 
                                  company number HRB 146089 and 
                                  with its registered office at 
                                  c/o CMS Hasche Sigle Partnerschaft 
                                  von Rechtsanwälten und Steuerberatern 
                                  mbB, Stadthausbrücke 1-3, 
                                  20355 Hamburg, Germany. 
 Braemar Group                   Braemar and its subsidiaries 
                                  at the date of this announcement. 
 Board                           the board of directors of Braemar. 
 Circular                        a class 1 circular document which 
                                  Braemar is expecting to send 
                                  to Shareholders later today. 
 Completion                      completion of the Acquisition 
                                  in accordance with the terms 
                                  of the Acquisition Agreement. 
 Consideration Shares            the 458,166 Ordinary Shares to 
                                  be issued to the Non-management 
                                  Sellers under the Acquisition 
                                  Agreement. 
 Convertible Loan Notes          the unsecured convertible loan 
                                  notes in the aggregate amount 
                                  of EUR24.00 million to be created 
                                  pursuant to the Loan Note Instruments. 
 Deferred Consideration          together, the First Deferred 
                                  Consideration and the Second 
                                  Deferred Consideration. 
 Directors                       The executive and non-executive 

                                  directors of Braemar. 
 Earn-out Consideration          the earn-out consideration payable 
                                  to the Management Sellers under 
                                  the Acquisition Agreement. 
 EBIT                            the earnings before interest 
                                  and tax of NAVES as determined 
                                  in accordance with the terms 
                                  of the Acquisition Agreement 
 Enlarged Group                  Braemar and its subsidiaries, 
                                  (including the NAVES Group) following 
                                  completion of the Acquisition. 
 FCA                             the Financial Conduct Authority 
                                  of the United Kingdom. 
 First Deferred Consideration    the deferred consideration payable 
                                  to all Sellers under the Acquisition 
                                  Agreement. 
 Form of Proxy                   the form of proxy for use at 
                                  the General Meeting. 
 FSMA                            the Financial Services and Markets 
                                  Act 2000, as amended. 
 General Meeting                 the general meeting of Braemar 
                                  to be held at the offices of 
                                  CMS Cameron McKenna Nabarro Olswang 
                                  LLP, Cannon Place, 78 Cannon 
                                  Street, London EC4N 6AF on 26 
                                  September 2017 at 10.00 a.m., 
                                  notice of which is included in 
                                  the Circular. 
 KG                              Kommanditgesellschaft, being 
                                  a project finance method utilised 
                                  in German ship financing 
 Loan Note Instruments                together: 
                                       (a) the loan note instrument 
                                       constituting EUR21.14 million 
                                       of Convertible Loan Notes (which 
                                       notes are to be issued to the 
                                       Management Sellers only); and 
                                       (b) the loan note instrument 
                                       constituting EUR2.86 million 
                                       of Convertible Loan Notes (which 
                                       notes are to be issued to the 
                                       Non-management Sellers only). 
 Managing Individuals            Mark Kuchenbecker and Axel Siepmann. 
 Management Sellers              Kersone Verwaltungsgesellschaft 
                                  GmbH, Siepmann & Cie Verwaltungs 
                                  GmbH and NAVES Betelligungsgesellschaft 
                                  GmbH. 
 NAVES                           NAVES Corporate Finance GmbH, 
                                  a company registered in the Republic 
                                  of Germany with company number 
                                  HRB 114161 with its registered 
                                  office at Domstraße 17, 
                                  D - 20095 Hamburg. 
 NAVES Group                     NAVES and its wholly-owned subsidiary, 
                                  NAVES Corporate Finance Limited. 
 Non-Management Sellers          Hanseatic LLC and Harbor Springs 
                                  Verwaltungs GmbH. 
 Ordinary Shares                 ordinary shares of ten pence 
                                  each in the share capital of 
                                  Braemar. 
 Reference Price                 the average closing middle market 
                                  share price of the Ordinary Shares 
                                  for the 30 consecutive days prior 
                                  to (but not including) 7 September 
                                  2017, being 300.2 pence. 
 Second Deferred Consideration   the deferred consideration payable 
                                  to Management Sellers only under 
                                  the Acquisition Agreement. 
 Sellers                         the Management Sellers and Non-Management 
                                  Sellers together. 
 Shareholder                     a holder of Ordinary Shares from 
                                  time to time. 
 United Kingdom or UK            the United Kingdom of Great Britain 
                                  and Northern Ireland. 
 US or United States or United   the United States of America, 
  States of America               its territories and possessions, 
                                  any state of the United States 
                                  of America, any other areas subject 
                                  to its jurisdiction and the District 
                                  of Columbia. 
 US Securities Act               the United States Securities 
                                  Act of 1933, as amended. 
 

All times referred to in this announcement are London times unless otherwise stated. Reference to the singular include the plural and vice versa.

This information is provided by RNS

The company news service from the London Stock Exchange

END

ACQUNARRBBAKRUR

(END) Dow Jones Newswires

September 07, 2017 02:01 ET (06:01 GMT)