Acquisition

Braemar Seascope Group PLC 10 February 2005 Braemar Seascope Group plc Braemar Seascope Group plc buys Seawise The Board of Braemar Seascope is pleased to announce that, further to the announcement of 23 December 2004, it has agreed to acquire Seawise Australia Pty ('Seawise'), a privately owned shipbroking business based in Australia. The consideration for the purchase is £4.6 million in a mixture of cash and shares as described in the notes below. Seawise is a dry cargo shipbroking business and has 36 employees based at offices in Sydney, Melbourne and Perth, Australia. It was formed in 2001 through the merger of two private shipbroking businesses, both of which had been established for more than 10 years. This merged business has a wide range of clients (both ship owners and charterers) who are active in the Far Eastern market place. In its year to 30 June 2004 Seawise reported sales of AU$8.8 million (£3.6 million) and a profit before taxation of AU$2.5 million (£1.03 million). As at 30 June 2004 gross assets were AU$4.0 million (£1.65 million) and net assets were AU$1.8 million (£0.74 million). Commenting on the acquisition, Alan Marsh, Chief Executive said: 'This is a very significant development for Braemar Seascope. We have had the twin objectives of building our broking business in the Pacific Rim and our presence in Dry Cargo shipbroking - the acquisition of Seawise achieves both. ' 'We will look to maximise the potential that Seawise offers when integrated with our dry cargo operations in London and Beijing. Through this purchase we are significantly enhancing our global coverage, and we expect that the breadth of the enlarged client base and access to information will expand our opportunities and service for clients.' 'We very much look forward to working with the existing Seawise management and staff to establish the dry cargo operations of the Braemar Seascope Group at the forefront of this market.' Further information on the consideration 1. Braemar Seascope will complete the acquisition of Seawise pursuant to agreements entered into with its shareholders and, in the case of a 5.9 per cent minority interest, under an agreement yet to be entered into or pursuant to compulsory acquisition rights. 2. The consideration is split such that Seawise shareholders holding 69.7 per cent of the issued share capital of Seawise, all of whom are directors or employees, will receive twelve new Braemar Seascope ordinary shares for each Seawise ordinary share owned, plus cash equivalent to £6.80 per Seawise share. This will result in the issue of 743,496 new Braemar Seascope shares, representing 4.0 per cent of the existing issued share capital, and the payment of cash totalling the equivalent of £0.42 million to these shareholders. Such shareholders may elect to receive the cash element in Braemar Seascope shares under an agreed conversion rate, which if all shareholders elected to receive their cash element in shares would result in a further 102,960 new Braemar Seascope shares being issued. 3. All shares issued are subject to a lock-in such that half must be held for at least 12 months from completion. Holders of the balance of 26,934 Seawise shares, owned principally by Brostrom AB, and representing 30.3 per cent of Seawise's issued share capital will receive cash equivalent to £1.43 million. 4. Completion is expected to take place before 28 February 2005. Cash payments to individual Seawise shareholders will be in either US dollars or Australian dollars. Following completion, application will be made to the UK Listing Authority for all the new ordinary shares to be issued pursuant to the acquisition to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities. The acquisition constitutes a class 2 transaction for Braemar Seascope under the UK Listing Rules. 5. The exchange rates used for the above £sterling equivalents are AU$2.421 =£1. and US$1.856=£1 being the rates prevailing at the close of business on 8 February 2005. For further information, contact: Braemar Seascope Group plc Alan Marsh Tel 020 7535 2600 James Kidwell Tel 020 7535 2881 Aquila Financial Patrick d'Ancona Tel 020 7849 3326 Peter Reilly Tel 020 7849 3319 Charles Stanley & Company Limited Philip Davies Tel 020 7953 2000 This information is provided by RNS The company news service from the London Stock Exchange GKZM

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Braemar (BMS)
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