Acquisition

Seascope Shipping Holdings PLC 20 September 2001 20 September 2001 Seascope Shipping Holdings PLC ('Seascope' or 'the Company') Not for release, publication or distribution in or into the United States, Canada, Australia or Japan SEASCOPE SHIPPING HOLDINGS PLC - PROPOSED ACQUISITION OF BRAEMAR TANKERS LIMITED Seascope, one of the UK's leading providers of shipbroking services, is pleased to announce that it has agreed to acquire the entire issued share capital of Braemar Tankers Limited ('Tankers'). Highlights: * Acquisition by Seascope of entire issued share capital of Tankers for a consideration to be satisfied by the issue of 3,550,000 New Ordinary Shares to the Tanker Shareholders and the payment on 31 March 2002 of £200,000 in cash, a total consideration of £7.3 million * The Acquisition is conditional upon the approval of Shareholders in general meeting * Admission of the New Ordinary Shares expected to become effective on 12 October 2001 * Total value of New Ordinary Shares at the Issue Price is £7.1 million. At the time of allotment and issue the New Ordinary Shares will represent 20.6 per cent of the enlarged issued share capital of Seascope * The Acquisition will complement Seascope's existing product and service offering, allowing additional revenues to be generated from the Group's existing relationships and contacts * The Acquisition is a major advance in Seascope's strategy of building one of the world's largest ship broking and marine professional services groups * The Acquisition will further increase the Seascope Group's forward contracted income and will allow potential synergies and cost savings to be realised Comments Sir Peter Cazalet, Chairman of Seascope Shipping, said 'I am delighted to announce that Seascope and the Tankers Shareholders have entered into a conditional agreement for the acquisition of Tankers by Seascope. Tankers and its subsidiaries, Braemar Maritime Limited and Braemar Burness Maritime Limited, together constitute one of the pre-eminent integrated tanker broking groups in the world, and its acquisition will complement Seascope's existing shipbroking activities. 'Assuming that the acquisition of Braemar Tankers is approved by shareholders, we will face further challenges and opportunities but with the confidence that we will have a strong and broadly based shipping services group fully capable of competing in global markets. Although the results this year have been affected by exceptional items and other non-recurring costs associated with completing the two deals, the Board believes that the enlargement of the Group will prove beneficial to shareholders and staff when the integration process has been completed.' The summary should be read in conjunction of the full text of the announcement. Enquiries: Seascope Shipping Holdings PLC Alan Marsh Tel: 020 7535 2600 Derek Walter Tel: 020 7903 2727 Braemar Tankers Limited Denis Petropoulos Tel: 020 7535 2626 James Campbell Investec Henderson Crosthwaite Sandy Fraser Tel: 0131 226 5104 Grandfield Clare Abbot/Kirsty Black Tel: 020 7417 4170 Investec Henderson Crosthwaite is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting for Seascope in relation to the Acquisition and is not acting for any other person and will not be responsible to any other person for providing the protections afforded to customers of Investec Henderson Crosthwaite or for advising any other person in connection with the Acquisition. Introduction It was announced on 12 February 2001 that Seascope had entered into a non-binding memorandum of understanding with regard to the potential acquisition of Tankers by Seascope. Tankers is an independent, employee-owned, shipbroking group specialising in the charter of crude oil tankers and refined petroleum products, gas and chemical carriers. Tankers provides services to international shipping companies and to corporations who use shipping services particularly in the transportation of crude oil, crude oil products, chemicals and gas. The Company is pleased to report that Seascope and the Tankers Shareholders have entered into a conditional agreement for the acquisition by Seascope of the entire issued share capital of Tankers for a consideration to be satisfied by the issue at Completion of 3,550,000 New Ordinary Shares to the Tankers Shareholders and the payment on 31 March 2002 of £200,000 in cash, a total consideration of £7.3 million. Your Board also announced today the unaudited interim results for the six month period ended 30 June 2001. In view of the scale of the Acquisition in relation to the Seascope Group, the Acquisition is conditional upon the prior approval of Shareholders in general meeting. A circular containing listing particulars and the notice of EGM will be sent to Shareholders later today. The New Ordinary Shares to be allotted pursuant to the Acquisition will be issued credited as fully paid and will, at their time of issue, rank pari passu in all respects, including the right to receive dividends, with the Existing Ordinary Shares, save that the New Ordinary Shares shall not be entitled to receive the interim dividend of 5.0p per Ordinary Share declared today in respect of the six month period ended 30 June 2001. The Existing Ordinary Shares are listed on the Official List and traded on the London Stock Exchange's market for listed securities. Application has been made to the UK Listing Authority and to the London Stock Exchange for the admission of the New Ordinary Shares to the Official List and to trading on the London Stock Exchange's market for listed securities. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence on 12 October 2001. Information on Tankers Tankers and its subsidiaries, Braemar Maritime Limited ('Maritime') and Braemar Burness Maritime Limited ('Burness Maritime'), together constitute one of the pre-eminent integrated tanker broking groups in the world, with broking expertise in the transportation of crude oil, fuel oil, clean petroleum products, chemicals, gas and vegetable oils. Tankers was founded in 1986 by its current six principal shareholders who saw certain structural changes taking place in international shipping markets as an opportunity to develop a new 'broking house' unfettered by the traditional attitudes of the then dominant brokers. The business has developed from these beginnings through a policy of organic growth and the acquisition of complementary businesses that have enhanced its existing business. This has allowed the Tankers Group to develop into a broking house which offers, internationally, a full range of services in bulk liquid and gas transportation. Tankers operates the deep sea business of the Tankers Group specialising in the negotiation, on behalf of owners and charterers of vessels (ranging from ultra large crude oil carriers to medium range product carriers) of contracts in crude oil, fuel oil and clean petroleum products. Tankers is on the preferred brokers' list for many of the world's oil companies and primary producers, whilst at the same time acting for a large number of the significant vessel owners in this sector. In addition, Tankers is one of the five members of the London Tanker Brokers' Panel Limited which provides freight awards and settlements to the international shipping community. Maritime was established in 1997 by the acquisition of the business and assets of London Maritime Limited. Maritime handles the transportation requirements of owners and charterers in the coastal and sub 25,000 dwt (dead weight tonne) tanker market mainly in oil products. This market relies on affreightment contracts and Maritime handles a wide variety of these on behalf of many of the international oil companies. Also, Tankers conducts substantial business on behalf of oil traders in what is a highly competitive sector. Burness Maritime was established in 1999 to enable the Tankers Group to acquire Burness Marine (Tankers) Limited and Burness Marine (Gas) Limited, the latter being one of the established gas/chemical broking houses in Europe. Burness Maritime transacts all aspects of brokerage in the gas and chemical markets with numerous contracts on behalf of oil majors and major energy companies on a global basis. Financial record and prospects of Tankers Set out below is a summary of the financial record of Tankers for the three years ended 28 February 2001 which has been extracted without material adjustment from the accountants' report on the Tankers Group. Year ended Year ended Year ended 28 February 29 February 28 February 1999 2000 2001 £'000 £'000 £'000 Turnover 3,411 4,568 7,743 EBITDAB* 65 405 2,723 Profit/(loss) before tax (185) (4) 603 *EBITDAB excludes bonuses paid to directors and employees. These bonus arrangements will be changed after the Acquisition. During the first six months of the current financial year, the Tankers Group has recorded further growth in revenues in comparison with the first half of last year. This growth has been underpinned by a significant increase in business in the gas, chemical and coastal sectors. Background to and reasons for the Acquisition The Directors believe that the acquisition of Tankers will enhance Seascope's reputation and relationships with its customers. In particular the Directors believe that: * the Acquisition will complement Seascope's existing product and service offering allowing the Enlarged Group to generate additional revenues from its existing relationships and contacts; * the Acquisition is a major advance in Seascope's strategy of building one of the world's largest ship broking and marine professional services groups; * the Acquisition will further increase the Seascope Group's forward contracted income; * value will be added to Seascope's existing deep sea crude chartering business; and * potential synergies and cost savings exist and can be realised through the Acquisition. Details and terms of the Acquisition The Acquisition, which is conditional upon the approval of Shareholders at the Extraordinary General Meeting and upon Admission, has been structured such that Seascope is acquiring the entire issued share capital of Tankers in consideration for the allotment and issue at Completion of the New Ordinary Shares to the Tankers Shareholders and the payment on 31 March 2002 of £200,000 in cash. The Acquisition Agreements provide that at Completion, and in consideration for the transfer to Seascope by the Tankers Shareholders of all the Tankers Shares, Seascope shall allot and issue to the Tankers Shareholders, in proportion to their respective holdings of Tankers Shares, the New Ordinary Shares. The Main Acquisition Agreement provides that certain warranties and indemnities (subject to agreed limitations) are being given by the Tankers Principal Shareholders to Seascope in relation to the ownership of their Tankers Shares and as to certain other matters in relation to the Tankers Group, including its business and its tax affairs. Allotment and issue of the New Ordinary Shares The total value of the New Ordinary Shares at the Issue Price is £7.1 million. The New Ordinary Shares at the time of allotment and issue will represent 20.6 per cent. of the issued share capital of Seascope, as enlarged by the Acquisition. Certain individuals, principally comprising existing employees of the Seascope Group, have agreed to purchase 150,000 New Ordinary Shares from the Tankers Principal Shareholders at Completion. Repayment of Consideration Under the Main Acquisition Agreement, the Tankers Principal Shareholders have agreed: * that if as at 30 June 2001 the consolidated net asset value (as defined in the Main Acquisition Agreement) of the Tankers Group was less than £230,000, then the Tankers Principal Shareholders will make a cash payment to Seascope equal to the amount of any such shortfall; and * that if as at 30 June 2001 the composite net debt (as defined in the Main Acquisition Agreement) of the Tankers Group was in excess of £1,870,000, then the Tankers Principal Shareholders will make a cash payment equal to the amount of any such excess. Restrictions against disposing of the New Ordinary Shares Each Tankers Shareholder has agreed under the Acquisition Agreements to certain restrictions on the disposal of any of his remaining New Ordinary Shares. Subject to certain specified exceptions, for the first 12 months after Completion, no Tankers Shareholder can dispose of any of his remaining New Ordinary Shares. For the subsequent 12 months, no Tankers Shareholder can dispose of more than 30 per cent. of his New Ordinary Shares. Any disposal is to be subject to usual orderly market arrangements. Additional terms of the Acquisition In conjunction with the Acquisition, the Company has been granted a call option to acquire a 40.0 per cent. minority shareholding in a tanker broking joint venture company based in Singapore known as SBQ Pte. Limited. If the Company decides to exercise the option and so acquire that shareholding, the Company shall allot and issue 175,000 Ordinary Shares in consideration for the acquisition of that shareholding. Current trading and prospects Seascope has also today announced its interim results for the six months ended 30 June 2001. The following text is extracted from that announcement: 'The major impact on the Group's results for the first six months of the year has been the completion of the merger with Braemar Shipbrokers. The integration of the businesses of the two groups is well underway. Full integration (including the relocation of the Seascope broking business to the Braemar Shipbrokers office at Cosway Street, Marylebone) has had to await the outcome of talks with Braemar Tankers Limited. In summary, almost all the Group's divisions enjoyed strong trading conditions during the first quarter of the year. The tanker chartering market continued from last year in a buoyant mood but in the second quarter fell back. The offshore market benefited from enlarged oil exploration budgets and has strengthened further as the year progressed. The climate for Sale and Purchase transactions was good as freight markets held the potential for healthy returns on most types of second hand vessels. Even before the terrible events of last week, most analysts believed that low global oil stocks would necessitate an increase in oil production during the fourth quarter of this year to meet demand. In the past few days OPEC have stated their willingness to make increased supplies available. Since last week we have seen some increased chartering activity and strengthening of freight rates in particular for larger crude carriers. However, given the major uncertainties, it is difficult to predict whether this will continue in the medium to long term. Assuming the acquisition of Braemar Tankers is approved by shareholders, we will face further challenges and opportunities but with the confidence that we will have a strong and broadly based shipping services group fully capable of competing in global markets. Although the results this year are affected by exceptional items and other non recurring costs associated with completing the two deals, the Board believes that the enlargement of the Group will prove beneficial to shareholders and staff, when the integration process has been completed.' Extraordinary General Meeting A notice convening an Extraordinary General Meeting of Seascope to be held at the offices of Seascope Shipping Holdings PLC, 10/11 Grosvenor Place, London, SW1X 7JG at 11.00 a.m. on 11 October 2001 will be sent to Shareholders later today. At this meeting, the Resolution will be proposed to approve the Acquisition. Circular It is expected that a circular containing listing particulars setting out details of the Acquisition, including the notice of EGM, will be posted to Shareholders later today. DEFINITIONS The following definitions apply throughout this announcement unless the context otherwise requires: 'Act' the Companies Act 1985 (as amended) 'Acquisition' the proposed acquisition of Tankers by Seascope 'Acquisition Agreements' the Main Acquisition Agreement and the Secondary Acquisition Agreements 'Admission' the admission of the New Ordinary Shares to (i) listing on the Official List and (ii) trading on the London Stock Exchange's markets for listed securities, becoming effective in accordance with, respectively, the Listing Rules and the Standards, which is expected to take place on 12 October 2001 'Articles' or 'Articles of Association' the articles of association of the Company 'Company' or 'Seascope' Seascope Shipping Holdings PLC 'Completion' completion of the Acquisition in accordance with the terms and conditions of the Acquisition Agreement 'Directors' or the 'Board' the board of directors of the Company 'EBITDAB' earnings before interest, tax, depreciation, amortisation and bonuses 'Enlarged Group' the Seascope Group, as enlarged by the Acquisition 'Existing Ordinary Shares' 13,643,946 Ordinary Shares in issue at the date of this announcement 'Extraordinary General Meeting' or 'EGM' the extraordinary general meeting of the Company, or any adjournment thereof, convened for 11.00 a.m. on 11 October 2001 'Form of Proxy' the form of proxy relating to the Extraordinary General Meeting being sent to Shareholders 'FSA' the Financial Services Act 1986 'Investec Bank' Investec Bank (UK) Limited 'Investec Henderson Crosthwaite' a division of Investec Bank, comprising Investec Henderson Crosthwaite Corporate Finance and Investec Henderson Crosthwaite Securities 'Issue Price' 200p per New Ordinary Share, being the closing price of Ordinary Shares on 19 September 2001, the last dealing day prior to the publication of this announcement 'London Stock Exchange' London Stock Exchange plc 'Main Acquisition Agreement' the acquisition agreement dated 20 September 2001 and made between the Tankers Principal Shareholders (1) and Seascope (2) 'New Ordinary Shares' 3,550,000 new Ordinary Shares to be issued by the Company at Completion pursuant to the Acquisition Agreement 'Official List' the Official List of the UK Listing Authority 'Ordinary Shares' ordinary shares of 10p each in the capital of the Company 'Resolution' the resolution set out in the notice of EGM 'Seascope Group' Seascope and its subsidiaries as at the date of this announcement 'Secondary Acquisition Agreements' each of the acquisition agreements dated on or before the date of the Main Acquisition Agreement and made between each of the Tankers Shareholders (other than the Tankers Principal Shareholders) (1) and Seascope (2) 'Shareholders' holders of Existing Ordinary Shares 'Share Option Schemes' the Approved Share Option Scheme and the Unapproved Share Option Scheme 'Shipbrokers' Braemar Shipbrokers Limited 'Shipbrokers Group' Shipbrokers and its subsidiaries as at the date of this announcement 'Tankers' Braemar Tankers Limited 'Tankers Group' Braemar Tankers and its subsidiaries 'Tankers Principal Shareholders' James Frederick Finlay Campbell, Ian Gordon, Alan Joseph Miller, Phillip Anthony Morris, Denis Andreas Petropoulos and Richard Kim Weaver 'Tankers Shareholders' the holders of the entire issued share capital of Tankers as at the date of this announcement 'Tankers Shares' all the ordinary shares of £0.01 each in the capital of Tankers allotted and in issue as at the date of the Acquisition Agreements 'UK' United Kingdom of Great Britain and Northern Ireland 'UK Listing Authority' the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part IV of the FSA In this announcement, words denoting any gender include all genders (unless the context otherwise requires).

Companies

Braemar (BMS)
UK 100

Latest directors dealings