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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