ACM Shipping Group PLC Publication of Scheme Document and Prospectus (5154J)

TIDMACMG TIDMBMS

RNS Number : 5154J

ACM Shipping Group PLC

12 June 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

12 June 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 Arrangement

under Part 26 of the Companies Act 2006

PUBLICATION AND POSTING OF SCHEME DOCUMENT AND COMBINED CIRCULAR AND PROSPECTUS

On 20 May 2014, the boards of directors of ACM and Braemar announced that they had reached agreement on the terms of a recommended merger pursuant to which Braemar will acquire the entire issued and to be issued ordinary share capital of ACM (the "Merger"). The Merger is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 pursuant to which ACM Shareholders will receive two New Braemar Ordinary Shares and 250 pence in cash for every five ACM Ordinary Shares held (the "Scheme"). The terms of the Merger will include a mix and match facility pursuant to which eligible ACM Shareholders will have the ability to seek, subject to availability, to vary the proportion of cash and New Braemar Ordinary Shares to be received pursuant to the Merger.

In addition, ACM Shareholders will be entitled to receive the ACM Second Interim Dividend of 7.0 pence in place of a final dividend. The dividend was declared on 20 May 2014 and will be paid on 25 July 2014 to ACM Shareholders who were on the register of members of ACM on 30 May 2014.

The Board of ACM is pleased to announce that the Court has approved the publication and posting of a circular relating to the Scheme (the "Scheme Document") and that the Scheme Document is being posted to ACM Shareholders today. The Scheme Document sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, a timetable of principal events and details of the action to be taken by ACM Shareholders. Holders of options under the ACM Share Incentive Schemes will shortly be sent a separate letter explaining the effect of the Scheme on their options and the actions open to them in respect of their options.

As described in the Scheme Document, to become Effective, the Scheme will require the approval of ACM Shareholders at the Court Meeting and the passing of a special resolution at the General Meeting. The Court Meeting and the General Meeting are scheduled to be held at the offices of Dechert LLP, 160 Queen Victoria Street, London, EC4V 4QQ on 7 July 2014, with the Court Meeting to commence at 10.00 a.m. and the General Meeting to commence at 10.15 a.m. (or, if later, as soon as the Court Meeting has been concluded or adjourned). Notices of the Court Meeting and the General Meeting are set out in the Scheme Document.

The combined circular and prospectus to be published by Braemar in connection with the Merger (the "Combined Circular and Prospectus") has been approved by the UK Listing Authority and is also being posted to ACM Shareholders and Braemar Shareholders today. This contains, amongst other things, details of the New Braemar Ordinary Shares, the terms and conditions of the Merger, details of actions to be taken by the Braemar Shareholders and the Notice of the Braemar General Meeting to be held on 4 July 2014.

The Scheme Document, Combined Circular and Prospectus and the Forms of Proxy for use by ACM Shareholders at the Court Meeting and the General Meeting together with the Form of Election in relation to the Mix and Match Facility will be posted to ACM Shareholders today and will also be available free of charge subject to certain restrictions, on the ACM website (www.acmshippinggroup.com) and the Braemar website (www.braemarplc.com) in each case, up to and including the Effective Date.

For the avoidance of doubt, the contents of the websites referred to above are not incorporated into and do not form part of this announcement or the Scheme Document.

Subject to the requisite approval of ACM Shareholders at the Court Meeting and the General Meeting and the approval of the requisite resolutions by Braemar Shareholders at the Braemar General Meeting, the sanction of the Scheme and the confirmation of the Capital Reduction by the Court at the Scheme Court Hearing and Reduction Court Hearing, respectively, and the delivery of office copies of the Court Orders and the Statement of Capital to the Registrar of Companies and, if so ordered by the Court, the Capital Reduction being registered by the Registrar of Companies and the satisfaction or waiver of the other Conditions set out in the Scheme Document, the Scheme is expected to become Effective on or around 25 July 2014.

The expected timetable of principal events is set out below:

 
 Event                                                        Time and/or date 
 Latest time for receipt of Forms of 
  Proxy for: 
     Court Meeting (blue form)                       10.00 a.m. on 3 July 2014 
     General Meeting (white form)                    10.15 a.m. on 3 July 2014 
 Voting Record Time                                   6.00 p.m. on 3 July 2014 
 Braemar General Meeting                             11.15 a.m. on 4 July 2014 
 Court Meeting                                       10.00 a.m. on 7 July 2014 
 General Meeting                                     10.15 a.m. on 7 July 2014 
 Scheme Court Hearing (to sanction                                23 July 2014 
  the Scheme) 
 Last day of dealings in, and for registration                    23 July 2014 
  of transfers and disablement in CREST 
  of, ACM Shares 
 Latest time for return of the green                 1.00 p.m. on 23 July 2014 
  Form of Election or submission of 
  valid TTE instruction in CREST 
 Dealings in ACM Shares suspended                    7.30 a.m. on 24 July 2014 
 Reorganisation Record Time                          6.00 p.m. on 24 July 2014 
 Reduction Record Time                               6.30 p.m. on 24 July 2014 
 Reduction Court Hearing (to confirm                              25 July 2014 
  the Capital Reduction) 
 Payment date for ACM Second Interim                              25 July 2014 
  Dividend 
 Effective Date of the Scheme                                     25 July 2014 
 Cancellation of admission to trading                             28 July 2014 
  on AIM of ACM Shares 
 New Braemar Ordinary Shares to be                                28 July 2014 
  issued 
 Admission of the New Braemar Ordinary               8.00 a.m. on 28 July 2014 
  Shares to the Official List and commencement 
  of dealings in New Braemar Ordinary 
  Shares on the London Stock Exchange 
 CREST member's accounts credited in                 as soon as possible after 
  respect of New Braemar Ordinary Shares             8.00 a.m. on 28 July 2014 
  in uncertificated form 
 Latest date of despatch of share certificates          on or by 8 August 2014 
  for New Braemar Ordinary Shares and 
  cheques in respect of Scheme Shares 
  held in certificated form or settlement 
  through CREST in respect of New Braemar 
  Ordinary Shares and the cash consideration 
  payable to Scheme Shares held in uncertificated 
  form 
 Long-stop date, being the date by                            30 November 2014 
  which the Scheme must be implemented 
 

All references to time in this announcement are to UK time. The dates and times given are indicative only and are based on ACM's and Braemar's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the times and/or dates above change, the revised times and/or dates will be notified to ACM Shareholders by announcement through a Regulatory Information Service.

Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document.

Enquiries:

 
 Braemar Shipping Services Plc 
  James Kidwell - Chief Executive                             ACM Shipping Group plc 
  Martin Beer - Group Finance                                 Johnny Plumbe - Executive Chairman 
  Director                              [phone]   Ian Hartley - Finance Director       [phone] 
 Westhouse                              [phone]   Espírito Santo                  [phone] 
  (financial adviser and corporate                            (financial adviser, nominated 
  broker to Braemar)                                          adviser and corporate broker to 
  Robert Finlay                                               ACM) 
  Antonio Bossi                                               John Llewellyn-Lloyd 
                                                              Sunil Sanikop 
 
 Buchanan Communications                                      Abchurch Communications 
  (PR adviser to Braemar)                                      (PR adviser to ACM) 
  Charles Ryland                                               Henry Harrison-Topham 
  Fiona Henson                          [phone]    Joanne Shears                       [phone] 
 

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.

ACM and Braemar urge ACM Shareholders to read the Scheme Document and Combined Circular and Prospectus when they become available because they will contain important information relating to the Merger.

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.

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

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 Braemar and ACM's websites at www.braemarplc.com and www.acmshippinggroup.com, respectively, by no later than 12.00 p.m. on the Business Day following this announcement. Neither the contents of Braemar's website, nor those of ACM's website, nor those of any other website accessible from hyperlinks on either Braemar or 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 [phone]) 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

This information is provided by RNS

The company news service from the London Stock Exchange

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