Merger

Seascope Shipping Holdings PLC
12 February 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 MERGER WITH BRAEMAR SHIPBROKERS LIMITED 
AND UPDATE ON DISCUSSIONS WITH BRAEMAR TANKERS LIMITED

Seascope Shipping Holdings PLC ('Seascope'), one of the UK's leading providers
of shipbroking services announces detailed terms of the merger, conditional
upon the prior approval of shareholders, with Braemar Shipbrokers limited
('Braemar'), a major London based privately owned shipbroking group.

Seascope provides specialised broking and financial and technical consultancy
services to the international shipping and oil industries.  Braemar
specialises in sale and purchase, the contracting of newbuildings and dry
cargo chartering.

Both Boards have now agreed terms upon which the two companies should merge,
and remain convinced of the commercial merits of the merger, which they
believe has the potential to deliver real advantages for clients, employees
and shareholders of the Enlarged Group.

Seascope has also reached agreement in principle on terms for the possible
acquisition of Braemar Tankers Limited, on an all-share basis.  The two
parties have entered into an exclusivity agreement to enable due diligence to
proceed.

Sir Peter Cazalet, Chairman of Seascope said:  'This merger is one of the most
significant corporate events to take place in shipbroking in the UK in the
last 30 years.  It marks an exciting phase in Seascope's development and
offers investors a new company, with a broad exposure to the shipping markets.
 The talks now ongoing with Braemar Tankers are expected to lead to a further
significant expansion of the Enlarged Group.'

Alan Marsh, Chairman of Braemar said, 'The combination of Seascope and Braemar
Shipbrokers creates a pre-eminent force in international shipping services.  I
believe the senior management and broking teams of both companies complement
each other extremely well and will form a firm foundation for the success of
the Enlarged Group in the future. 

Highlights of the transaction include:

-       The merger creates a major force in international shipping services by
combining two firms with complementary strengths.
       
-       The Enlarged Group will better meet the demands of customers for
comprehensive integrated international shipping services.
       
-       The merger will provide the opportunity for the Enlarged Group to
strengthen its position in the London and international shipping markets
resulting in a more stable earnings base.
       
-       The merger will provide the opportunity for the Enlarged Group to
benefit fully from the current buoyant shipping markets in tankers, dry cargo
containers and offshore in each of which the Enlarged Group will occupy a
prominent position.
       
-       Alan Marsh will join the Board of the Enlarged Group as Chief
Executive with Sir Peter Cazalet as Chairman.
       
-       Consideration to be satisfied through the issue of shares and
convertible loan notes.  
       
-       Trading in the shares of Seascope will recommence on Tuesday 13
February 2001.
       
-       EGM to approve the deal to be held on 7 March at Seascope's Registered
Offices

This summary should be read in conjunction with the full text of the following
account.

Enquiries:


Seascope Shipping Holdings PLC
Iain Shaw
Derek Walter                    Tel:       [phone]
              
Braemar Shipbrokers Limited       
Alan Marsh                      Tel:       [phone]

              
Investec Henderson Crosthwaite
Sandy Fraser, Director          Tel:       [phone]

              
Grandfield
Clare Abbot                     Tel:       [phone]



Investec Henderson Crosthwaite, a division of Investec Bank, which is
regulated in the United Kingdom by The Securities and Futures Authority
Limited, is acting for Seascope in relation to the Merger 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 Merger.


Introduction

On 6 September 2000, the Board announced that Seascope was in discussions with
the Braemar Shareholders concerning a possible merger of the Braemar Group and
the Seascope Group and that the two companies had entered into an exclusivity
agreement to enable due diligence to proceed. On 20 December 2000, it was
further announced that work on exchanging contracts to complete the merger
with Braemar was progressing and at that time a suspension in the trading of
the Existing Ordinary Shares was granted by the UK Listing Authority due to
the size of the Merger.

The Board of Seascope is pleased to announce that Seascope and the Braemar
Shareholders have entered into a conditional agreement for the acquisition by
Seascope of the entire issued share capital of Braemar from the Braemar
Shareholders. The consideration payable for the Braemar Shares is: (i) the
allotment and issue to the Braemar Shareholders at Completion of 6,671,973
Ordinary Shares (representing approximately 49.44 per cent. of the enlarged
issued share capital of Seascope); and (ii) the issue to the Braemar
Shareholders at Completion of Convertible Loan Notes to the value of £3.0
million; and (iii) after Completion, the  issue,  contingent upon certain
events (specified under 'Details and Terms of the Merger' below), of the
Additional Consideration Shares and the Further Consideration Shares. Assuming
the maximum number of Consideration Shares are allotted and issued, the
Braemar Shareholders will hold approximately 51.79 per cent. of the enlarged
issued share capital of Seascope (before conversion of the Convertible Loan
Notes).  Should the Convertible Loan Notes be converted, the Braemar
Shareholders will hold approximately 55.70 per cent. of the enlarged issued
share capital of Seascope following such conversion.  On the basis of the
Suspension Price, the Braemar Group is valued (assuming conversion of all  the
Convertible Loan Notes and the maximum number of Consideration Shares are
issued to the Braemar Shareholders), at approximately £16.21 million.

In view of the scale of the Merger in relation to Seascope, the Merger is
conditional upon the prior approval of Shareholders in general meeting. An
extraordinary general meeting will be convened for 7 March 2001.

The New Ordinary Shares to be allotted pursuant to the Merger  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 they will not rank for the final dividend expected
to be declared in respect of the year ended 31 December 2000.

The Existing Ordinary Shares, trading in which is currently suspended, are
listed on the Official List and traded on the London Stock Exchange's markets
for listed securities.  The suspension is expected to be lifted on 13 February
2001.  Application  has been made to the UK Listing Authority and to the
London Stock Exchange for the re-admission of the Existing Ordinary Shares and
the admission of the New Ordinary Shares to (i) the Official List and (ii) to
trading on the London Stock Exchange's markets for listed securities, of all
the New Ordinary Shares.  Readmission of the Existing Ordinary Shares is
expected to take place on 8 March 2001. It is expected that Admission will
become effective and that dealings in the New Ordinary Shares will commence on
8 March 2001.

Information on Braemar
Background
Braemar was formed in 1983 by a team of experienced brokers previously with H.
Clarkson & Company Limited. The team, which included Alan Marsh and Quentin
Soanes (currently chairman and managing director of Braemar respectively),
left H. Clarkson & Company Limited at that time to establish their own
independent broking house, initially specialising in the sale and purchase
broking sector. Control of Braemar currently remains in the hands of its key
executive management. Braemar has grown into a major independent shipbroking
group and now comprises operating divisions covering sale and purchase (second
hand, new building, and demolition) and dry cargo chartering. Braemar handles
annually approximately 100 sale and  purchase transactions. The operating
divisions are supported by an in-house research and information function and a
sophisticated communications infrastructure.

Second Hand Sale and Purchase
Since its formation, Braemar has progressively expanded its sale and purchase
activities covering  tankers, dry cargo and container vessels. Braemar acts
for many leading shipowners. Clients also include state owned shipping
companies and leading shipping financiers.

Newbuilding
Braemar maintains a dedicated newbuilding division. The division is recognised
for its expertise in negotiating contracts between shipowners and shipbuilders
for the construction of new vessels. Braemar's newbuilding division has
arranged contracts for a wide variety of ships including crude oil tankers,
product and chemical tankers, bulkcarriers, containerships, multi-purpose
vessels, ferries, liquid petroleum gas and liquid natural gas tankers, and has
worked on floating storage projects. Over the past 12 years, business has been
conducted with shipyards in Japan, Korea, China, Taiwan, Singapore, Holland,
Poland and Norway.

Demolition
Braemar is one of the most active players in the sale of vessels for
demolition, enjoying a leading market position. Braemar's team of demolition
brokers has contacts with all the major world demolition centres of India,
Pakistan, Bangladesh and China and with the various intermediary cash buyers
who are active in this sector.

Dry Cargo
Braemar has an expanding presence in the dry cargo chartering market. The
division employs brokers specialising in Handy, Panamax and Capesize vessels.
Braemar handles a number of vessels on an exclusive or semi-exclusive basis,
and acts for major commodity houses and international charter brokers in
serving many different industries.

Lone Star
In September 2000 Braemar acquired an intial 16.67 per cent. shareholding in
Lone Star, a shipbroking business specialising in tanker chartering, based in
Houston, Texas.  Lone Star is a joint venture between Braemar, R.S. Platou
Shipbrokers A.S. ('Platou') and previous owners.  The consideration for
Braemar's shareholding was an initial cash payment of US$600,000 and further
cash consideration payable by September 2001 on an earn-out basis, up to a
maximum of US$50,000.  Put and call options exist (which cannot be exercised
before January 2005 at a price to be negotiated) whereby both Braemar and
Platou can acquire or be required to acquire in total, between 95 per cent. to
100 per cent. of the shares held by the previous owners.  On the assumption
that this happens Braemar's shareholding in Lone Star will be between 31.67
per cent. and 33.33 per cent.

Braemar Container Shipping and Chartering Limited
Braemar Container Shipping and Chartering Limited ('BCSC') is a joint venture
between Braemar and three shipbrokers working with Shipping and Chartering
GmbH of Jork, Germany.  BCSC has been established to exploit the increasing
demand, within the global shipping market, for container vessels.  Braemar has
a 50 per cent. interest in BCSC.  A senior container broker has been recruited
to head up the operation.  BCSC will operate and be administered from
Braemar's offices in London.
 
Financial Record and Prospects of Braemar
Set out below is a summary of the financial record of Braemar for the three
years and six months ended 31 August 2000.
              
                       Year ended   Year ended   Year ended  Six months ended
                       28 February  28 February  29 February      31 August
                              1998         1999         2000           2000
                             £'000        £'000        £'000          £'000  

Turnover                     5,983        4,333        5,929          4,450
EBITDAB                      1,817          (80)       1,865          2,320
                            
Profit/(loss) before tax       680        (338)           48          2,226

EBTIDAB excludes bonuses paid to directors and employees. These bonus
arrangements will be changed after the Merger as set out in the integration
plan outlined below.

Turnover represents commission received in respect of business placed with
Braemar. Commission throughout the industry typically represents approximately
one per cent. of the relevant transaction value. Historically a significant
proportion of Braemar's operating profits has been paid away in the form of
employee bonuses. The Directors believe that the results for the period ended
28 February 1999 were affected by reduced second hand activity and increased
focus by Braemar on new building business, payments for which are received
over an extended period. Also during the period ended 28 February 1999 Braemar
purchased a 50 per cent. share in the long-term leasehold property known as
'Christ Church' and situated at 35 Cosway Street, London NW1, which currently
is used as its offices. Second hand transaction  values recovered strongly in
the following financial year resulting in a strong recovery in turnover. This
trend has continued in the current financial year.

Seascope has agreed that the Additional Consideration Shares will be issued to
the Braemar Shareholders if the consolidated EBITDAB of Braemar for the year
ending 28 February 2001 is equal to or exceeds £5.0 million.

Braemar's forward contracted income, which represents commissions to be earned
in respect of new building vessels contracted for delivery in the future, is
currently running at very high levels. 

All sections of Braemar's business continue to operate in favourable markets.
The Directors and the Proposed Director are confident that this trend will
continue over the next year which should result in sustained business activity
for Braemar in the markets in which it operates.

Background to and reasons for the Merger
The Directors believe the Merger is one of the most significant corporate
events to take place in shipbroking in the UK in the last 30 years as the
competitive nature of shipbroking has not been conducive to larger shipbroking
companies, such as Seascope and Braemar, working together to provide a
comprehensive service to their customers. The Merger takes place against the
background of positive shipping markets in tankers, dry cargo,  containers and
offshore in each of which the Enlarged Group occupies a prominent position.
Whilst market rates and activity are linked to macro-economic factors, such as
commodity prices and underlying economic activity in the major global
economies, the Directors believe that the present bull phase in the major
shipping markets may last at least throughout the calendar years 2001 and
2002.

The Enlarged Group will be well placed to provide a global service across a
full range of sectors to its clients. There is very little overlap between the
businesses of Seascope and Braemar. The Merger should allow the Enlarged Group
to strengthen its position in the London and international shipping markets
which should result in turn in a more stable earnings base.

Seascope is not currently involved in dry cargo chartering. Braemar's team of
dry cargo chartering brokers, together with its expertise in dry cargo sale
and purchase, will provide an additional potential flow of business for
Seascope's existing client base. Likewise, Braemar's client base will have
access to Seascope's expertise in the offshore tanker chartering and capital
markets.

Braemar's investment in Lone Star is viewed as a foundation for creating a
presence in the markets of North and South America.

The Proposed Board, Management and Integration Plan of the Enlarged Group
As announced on 30 November 2000, Sir Peter Cazalet was appointed Chairman,
following the resignation of Tom Young for health reasons. Sir Peter has
agreed to continue as Chairman until the Annual General Meeting following the
first annual results for the Enlarged Group. The Merger however necessitates a
more fundamental restructuring of the Board, reflecting both the significance
of the transaction for the Seascope Group and the increasing imperative to
separate the business of public company management from day-to-day operational
affairs. Accordingly, upon completion of the Merger John Bodkin, Christopher
Buckley and Andrew Williams, existing Directors of Seascope, will step down
from the Board.

The remainder of the Proposed Board will comprise:
Alan Marsh (Chief Executive), aged 51, joined H. Clarkson & Company Limited as
a broker in 1968. He spent two years working in all their major broking
departments as well as several months with Swan Hunter, the shipbuilders in
Newcastle, and nearly one year in Oslo with R.S. Platou A.S..  He was
appointed to the board of H. Clarkson & Company Limited in 1977. He was a
founder member of Braemar, initially being that company's managing director
and in 1991 he became that company's chairman. He is a Fellow of the Institute
of Chartered Shipbrokers.

Iain Shaw (Executive Director), aged 54, was a broker with Galbraith Wrightson
from 1967 until joining Seascope Shipping Limited as a director in 1972. He
was appointed to the Board at the time of the management buy-out of Seascope
from Henry Ansbacher in 1988. He will be joint managing director of the
broking division of the Enlarged Group. He is also Chairman of The London
Tanker Brokers' Panel and Chairman of The Worldscale Association (London)
Limited.

Derek Walter (Finance Director), aged 52, is a chartered accountant and was
appointed as finance director of Seascope  in November 2000. Previously he
worked as group finance director of Steetley plc from 1990 to 1992 and as
group finance director of Scapa Group Plc from 1993 to 1999.

Sir Graham Hearne (Non-executive Director), aged 63, is a qualified solicitor.
He is currently chairman of Enterprise Oil PLC. He is also non-executive
chairman of Novar plc, a non-executive director of both N M Rothschild & Sons
Ltd and Invensys plc and non-executive deputy chairman of the Gallaher Group
PLC.

The Proposed Board intends to appoint an additional non-executive Director and
has already initiated a search for a suitably qualified candidate.

 Integration Plan
Seascope and Braemar will continue initially to operate on a day to day basis
under their existing management arrangements. As part of the integration plan,
a common operational management board will be established. This will allow the
Enlarged Group to benefit from the skills and experience of both Seascope and
Braemar.

Following the Merger, the entire operations of the Seascope Group will be
relocated to Braemar's head office at Cosway Street, London, NW1 save for the
Tanker Chartering Department which will remain separate, pending the
conclusion of the negotiations for the purchase of Tankers (referred to
below). It is anticipated that the relocation process will be phased, starting
with the Seascope Group's Sale and Purchase and Capital Services Departments.
The relocation, which is expected to take between six and nine months to
complete, will enable the Enlarged Group to work together on an open trading
floor, with the prospect of collateral benefits arising from closer
co-operation and cross-fertilisation of ideas between individual teams. The
Directors estimate the non-recurring costs associated with the relocation at
approximately £600,000, with modest efficiency savings anticipated once the
relocation is fully effective.

In the Board's view, one of the most important aspects of maintaining the
Enlarged Group's market position will be to devise a salary and incentive
structure which can promote the continued attraction and retention of
personnel of the highest calibre and professionalism. The Board intends, as a
priority, to re-align and conform the salary structure across the Enlarged
Group and to introduce new discretionary bonus arrangements which will reward
outstanding performance and encourage employees to view themselves as
stakeholders in the Company, regardless of their direct equity participation
as individuals. The Board believes that the opportunity to earn substantial
performance-linked bonuses is a critical motivating factor for senior
employees within the business, but it is conscious of the need to keep in
balance the requirement to provide returns to shareholders as well as
maintaining a highly motivated team of brokers.

The net debt of the Enlarged Group is projected to peak in the first few
months following the Merger, which reflects the exceptional costs of the
Merger and implementation of the integration plan. The Company has negotiated
a revolving bank facility with National Westminster Bank Plc for a principal
sum of £5.5 million.

Details and Terms of the Merger
The Merger, which is conditional, inter alia, upon the approval of
Shareholders at the Extraordinary General Meeting, has been structured such
that Seascope is acquiring from the Braemar Shareholders the entire issued
share capital of Braemar in consideration for the allotment and issue of the
New Ordinary Shares and the Convertible Loan Notes to the Braemar
Shareholders.

The Merger Agreement provides that at Completion and against the transfer to
Seascope by the Braemar Shareholders of all the Braemar Shares, Seascope
shall:

*       allot and issue to the Braemar Shareholders, in proportion to their
        respective holdings of Braemar Shares, the Initial Consideration Shares;
        and

*       issue to the Braemar Shareholders, in proportion to their respective
        holdings of Braemar Shares, Convertible Loan Notes with an aggregate    
        value of £3.0 million.

The Merger Agreement also provides that certain warranties and indemnities
(subject to agreed limitations) are being given by the Braemar Shareholders to
Seascope in relation to their ownership of their Braemar Shares and as to
certain other matters in relation to the Braemar Group, its business and its
tax affairs.
 
Allotment and Issue of the Consideration Shares
The total value of the Initial Consideration Shares, at the Suspension Price,
is £12.61 million. The Initial Consideration Shares at the time of allotment
and issue will represent 49.44 per cent. of the issued share capital of
Seascope, as enlarged by the Merger.

If Braemar's consolidated EBITDAB for the financial period ending 28 February
2001 is equal to or exceeds £5.0 million, Seascope will allot and issue to the
Braemar Shareholders, in proportion to their respective holdings of Braemar
Shares, the Additional Consideration Shares. The total value of the Additional
Consideration Shares, at the Suspension Price, is £283,500. The Additional
Consideration Shares would, if they were issued and allotted in full at
Completion at the same time as the Initial Consideration Shares are allotted
and issued and when aggregated with the Initial Consideration Shares,
represent 50 per cent. of the issued share capital of Seascope as enlarged by
the Merger.

Seascope currently has unexercised Existing Share Options in respect of
886,755 Ordinary Shares at an exercise price of 81.2p per Ordinary Share.
These Existing Share Options were granted under the Unapproved Share Option
Scheme. As mentioned below, the Board, in conjunction with the Merger, has
decided that Seascope will make a cash-cancellation offer to the holders of
the Existing Share Options. The Merger Agreement provides that if after a
period of 6 months from the first date following Completion the Directors are
permitted to deal in Ordinary Shares, more than 120,000 Existing Share Options
still remain outstanding (or are exercised), then up to a maximum of 505,779
Further Consideration Shares will be allotted and issued to the Braemar
Shareholders.

On the assumption that all the Further Consideration Shares were allotted and
issued, the total value of the Further Consideration Shares, at the Suspension
Price, would be £955,922. The Further Consideration Shares would, if they were
issued and allotted in full at the same time as the Initial Consideration
Shares are allotted and issued, when aggregated with the Initial Consideration
Shares and the Additional Consideration Shares, represent 51.79  per cent. of
the issued share capital of Seascope, as enlarged by the Merger.

Issue of Convertible Loan Notes
The Merger Agreement provides that, in consideration for the acquisition of
the Braemar Shares by Seascope and in addition to the allotment and issue of
the Initial Consideration Shares, Seascope shall issue to the Braemar
Shareholders, in proportion to their respective holdings of Braemar Shares,
Convertible Loan Notes with an aggregate value of £3.0 million.

The Convertible Loan Notes will be constituted by the Loan Note Instrument
which contains provisions, inter alia, to the following effect:

*       Security: The Convertible Loan Notes shall constitute an unsecured
        obligation of Seascope.

*       Interest: Interest will be payable on the Loan Notes half yearly in
        arrears at the rate of 6 per cent. per annum on 1 March and 1 September 
        in each year.

*       Conversion: The Convertible Loan Notes are capable of converting into
        Ordinary Shares at the rate of one Ordinary Share for every £2.40 of    
        nominal value of Convertible Loan Notes on any conversion date.

*       Redemption: The Convertible Loan Notes shall be redeemed by Seascope
        on the date falling on the third anniversary of the date of issue of the
        Convertible Loan Notes, to the extent that the same shall not have been
        earlier converted into Ordinary Shares.

Assuming that all the Convertible Loan Notes were converted into Ordinary
Shares (1,250,000 Ordinary Shares in total) at the same time as the Initial
Consideration Shares were allotted and issued to the Braemar Shareholders, 
such Ordinary Shares when aggregated with the Initial Consideration Shares,
the Additional Consideration Shares and the Further Consideration Shares
(assuming also that all of the Additional Consideration Shares and all of the
Further Consideration Shares were so allotted and issued), would represent
55.70  per cent. of the issued share capital of Seascope as enlarged by the
Merger.

Repayment of Consideration

Under the Merger Agreement, the Braemar Shareholders have agreed:

*       that if at Completion:
-the net asset value of the Braemar Group is less than £1.40 million; or
-the amount of the Braemar Group's free cash balances is less than £600,000,
then the Braemar Shareholders will make a cash payment to Seascope equal to
the amount of any such shortfall; and

*       that if at Completion the amount of money borrowed by the Braemar
Group is in excess of £670,000, then the Braemar Shareholders will make a cash
payment equal to the amount of any such excess.

Restrictions against disposing of the Consideration Shares
Each Braemar Shareholder has agreed under the Merger Agreement to certain
restrictions on the disposal of his Consideration Shares. Subject to certain
specified exceptions, for the first 12 months after Completion no Braemar
Shareholder can dispose of any of his Consideration Shares. For the second
period of 12 months no Braemar Shareholder can dispose of more than 20 per
cent. of his Consideration Shares. Any disposal is to be subject to usual
orderly market arrangements.

Share Option Schemes
Seascope currently operates both the Approved Share Option Scheme and the
Unapproved Share Option Scheme. No options have been issued to date under the
Approved Share Option Scheme and options over 886,755 Ordinary Shares have
been issued under the Unapproved Share Option Scheme at a price of 81.2p per
share. If the Merger is completed, the Seascope Board intends to make a
cash-cancellation offer to holders of Existing Share Options at a price
calculated by reference to the ruling market price when the offer is made. It
is the Board's present intention that the cash cancellation offer should be
made following publication of Seascope's results for the year ended 31
December 2000  (expected to be on 7 March 2001) and that the offer price for
the options should be capped at 138.8p (equivalent to a ruling market price of
220p per Ordinary Share). If the ruling market price was equivalent to the
Suspension Price, then full acceptance of such offer would cost approximately
£1.1 million. The cost of implementing the cash cancellation offer will be
treated as an exceptional item within the operating results in the accounts
for the current financial period.

Due to the restrictive nature of the Approved Share Option Scheme, Seascope's
Remuneration Committee is of the view that the three per cent. and five per
cent. limits are no longer appropriate for the Approved Share Option Scheme if
the Company is to be able to provide appropriate incentives after the Merger
to key employees who will not have a significant direct interest in the equity
of the Enlarged Group. Further the Remuneration Committee considers that the
overall limit of ten per cent. of the issued share capital (which applies to
the Approved Share Option Scheme and all other employee share schemes which
the Company may operate in the future) is appropriate as the only overall
limit applying to the Approved Share Option Scheme. Accordingly, it is
proposed that the three per cent. and five per cent. limits be removed. 

Tankers
The Directors are also pleased to announce that Seascope has entered into a
non-binding memorandum of understanding with regard to the potential
acquisition of Tankers by the Enlarged Group, for an all-share consideration
to be calculated by reference to the profits of Tankers for the financial year
ending 28 February 2001. Tankers is an independent employee-owned shipbroking
group specialising in the charter of crude oil tankers, products, gas and
chemical carriers.  Each of Seascope, Braemar and Tankers has agreed that the
intended spirit of the Tankers acquisition has been to effect a simultaneous
three-way merger. In order to reflect this, it has been agreed to accept the
ruling market price of Seascope Shares at Completion within agreed limits of
160p to 220p as the basis for offering Seascope Shares for the consideration
of the Tankers acquisition. It has also been agreed that the Enlarged Group
shall be entitled to retain the profits earned by Tankers with effect from
Completion, regardless of the completion date of of the Tankers Acquisition. 
The Tankers group of companies comprises three operating companies, Braemar
Tankers Limited, Braemar Maritime Limited and Braemar Burness Maritime
Limited.

As with Braemar it is expected that the Tankers vendors will warrant the key
constituents of the balance sheet as at 28 February 2001.  Seascope and the
Tankers vendors have entered into an exclusivity agreement to enable due
diligence to take place. On the assumption that the proposed transaction to
acquire Tankers proceeds, it is expected that completion of the acquisition of
Tankers will be subject to prior approval of Seascope shareholders in general
meeting, notice of which will be included in a further circular to
Shareholders.  The Company intends to review its funding requirements prior to
completion of the acquisition of Tankers.

Tankers operates from the same premises as Braemar in Cosway Street, London
NW1 and shares certain administrative and support functions with Braemar.
Certain interim arrangements have been agreed between Braemar and Tankers, the
purpose of which is to enable the phased integration of Braemar and Seascope
to proceed as planned and to ensure the protection of commercially sensitive
information during the ongoing due diligence and negotiation process with
Tankers.

City Code
The Braemar Shareholders are a concert party under the City Code in relation
to their holdings in Seascope. Immediately after Completion and as a result of
the allotment and issue of the Initial Consideration Shares, the Braemar
Shareholders will control in aggregate 6,671,973 new Ordinary Shares
representing 49.44 per cent. of Seascope's issued share capital as enlarged by
the Merger. If the Initial Consideration Shares and the Additional
Consideration Shares are allotted and issued, and no Ordinary Shares are
allotted and issued as a result of the conversion of the Convertible Loan
Notes into Ordinary Shares, the Braemar Shareholders will control in aggregate
6,821,973 new Ordinary Shares, representing 50 per cent. of Seascope's issued
share capital as enlarged by the Merger. If the Initial Consideration Shares
and the Additional Consideration Shares and all of the Further Additional
Shares are allotted and issued, and none of the Ordinary Shares are allotted
and issued as a result of the conversion of the Convertible Loan Notes into
Ordinary Shares, the Braemar Shareholders will control in aggregate 7,327,752
new Ordinary Shares, representing 51.79 per cent. of Seascope's issued share
capital as enlarged by the Merger. Should the allotment and issue occur of all
of the Additional Consideration Shares and all of the Further Consideration
Shares and all of the Ordinary Shares that are required to be allotted and
issued as a result of the conversion of Convertible Loan Notes into Ordinary
Shares, the Braemar Shareholders will control in aggregate 8,577,752 new
Ordinary Shares representing a maximum of 55.70 per cent. of Seascope's issued
share capital as enlarged by the Merger. 

Any person, or group of persons acting in concert, acquiring shares carrying
30 per cent. or more, but not more than 50 per cent. or more of the voting
rights of a public company, is normally required, pursuant to rule 9 of the
City Code, to make a general offer in cash to all shareholders of that
company. However, in this instance, the Panel has agreed to waive the
requirement which would otherwise arise for the Braemar Shareholders to make a
general offer solely as a result of the allotment and issue of (i) the Initial
Consideration Shares, (ii) the Additional Consideration Shares, (iii) any of
the Further Consideration Shares or (iv) any Ordinary Shares that are required
to be allotted and issued as a result of the conversion of Convertible Loan
Notes into Ordinary Shares, if Resolution 2 to be proposed at EGM (which is to
approve the waiver of the obligation of the Braemar Shareholders to make a
general offer under Rule 9 of the City Code) to be proposed at the
Extraordinary General Meeting, is approved by Shareholders on a poll at the
Extraordinary General Meeting. Therefore, if the Merger results in between 30
and 50 per cent. of Seascope's issued share capital (as enlarged by the issue
of Ordinary Shares pursuant to the Merger) being issued, no offer will be made
to the Shareholders.

Shareholders should note that, if the relevant resolution is passed at the
EGM, and in view of the waiver referred to in the previous paragraph, the
Braemar Shareholders (who are acting in concert under the Code in relation to
their holdings in Seascope) will not be obliged to make a  general offer for
Seascope, if at any time following Completion and pursuant to the terms of the
Merger the aggregate shareholding of the Braemar Shareholders represents over
50 per cent. of the voting rights of the Company.  Shareholders should also
note that following the acquisition by the Braemar Shareholders of over 50 per
cent. of the voting rights, the Braemar Shareholders would (subject to the
limitations on acquisitions by individual members of a concert party), be free
to increase their shareholding in Seascope without incurring an obligation
under Rule 9 of the City Code to make a general offer for the outstanding
issued share capital of Seascope.

Current trading and prospects, profit estimate and dividend forecast
On 20 December 2000, in a trading update, Seascope reported, inter alia, that:

'The expected outturn for the year is estimated to be in the order of £1.8
million pre-tax profits (1999 £2.0 million). Delays in completing contracts,
which are now not expected to take place until the New Year, have impacted on
the results for the year. The second half of the year will show a strong
recovery with profits estimated at £2.0 million compared with the first half
of the year, which showed a £0.2 million pre-tax loss and a second half
pre-tax profit in 1999 of £0.7 million.

Seascope will be entering 2001 in an extremely buoyant market with its forward
order book well ahead of this time last year and subject to any unforeseen
circumstances the Directors intend to recommend payment of a final dividend of
10p per share, resulting in an unchanged payout of 15p for the year as a
whole.'

Since 31 December 2000 trading conditions in the Seascope Group's key markets
have remained strong, impacting positively upon forward contracted income. The
Directors have prepared a profit estimate which confirms that the profit
before tax of Seascope for the 12 months ended 31 December 2000 is estimated
to be £1.8 million. On the basis of the profit estimate and in the absence of
unforeseen circumstances the Board has confirmed its intention to recommend a
final dividend of 10.0p per Ordinary Share, as set out above.

The Directors believe that the Enlarged Group is well positioned with regard
to its financial and trading prospects as it will be able to exploit the
opportunities which will be available to it in the future.

Change of Year End
The Directors' experience in recent years has been that Seascope's choice of
financial year end, 31 December, has made forecasting the outcome for any
specific financial year difficult. Braemar's financial year end is 28 February
and the Proposed Board intends that the Enlarged Group should adopt this
accounting reference date with a view to improving the predictability of its
financial results. Accordingly, the current financial period will be an
extended fourteen month period ending on 28 February 2002. Interim results
will be presented in respect of the six months ending 30 June 2001.

Future Dividend Policy
Taking into account the inherently cash-generative nature of the Enlarged
Group's business and its relatively limited capital expenditure requirements,
the Proposed Board intend to continue the previous dividend policy of Seascope
under which a significant proportion of net profits will be returned to
shareholders in the form of dividends.

Extraordinary General Meeting
A notice convening an Extraordinary General Meeting of Seascope to be held at
12 noon on 7 March  2001 will be set out in the prospectus. 

Prospectus

It is expected that the prospectus setting out details of the Merger,
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)

'Additional
Consideration Shares'    150,000 of the Consideration Shares

'Admission'              the re-admission of the Existing Ordinary Shares, and
                         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 8 March 2001

'Approved Share 
Option Scheme'           the Seascope Shipping Holdings 1997 Executive Share    
                         Option Scheme

'Articles' or 
'Articles of Association' the articles of association of the Company

'Braemar'                Braemar Shipbrokers Limited

'Braemar Group'          Braemar and its subsidiaries 

'Braemar Shareholders'   the holders of the entire issued share capital of
                         Braemar 

'Braemar Shares'         all the ordinary shares of £1 each in the capital of
                         Braemar allotted and in issue as at the date of the    
                         Merger Agreement

'City Code'              The City Code on Takeovers and Mergers as published by 
                         the Panel

'Company' or 'Seascope'  Seascope Shipping Holdings PLC

'Completion'             Completion of the Merger in accordance with the terms  
                         and conditions of the Merger Agreement

'Consideration Shares'   up to 7,327,752 new Ordinary Shares to be
                         allotted and issued to the Braemar Shareholders        
                         pursuant to the Merger Agreement in consideration for  
                         their Braemar Shares

'Convertible Loan Notes' the unsecured 6 per cent. convertible
                         redeemable loan notes constituted by the Loan Note     
                         Instrument and to be issued to Braemar Shareholders    
                         pursuant to the Merger Agreement as part of the
                         consideration for the Braemar Shares

'Directors' or the 'Board'
                         the board of directors of the Company, and
                         includes, where the context requires, the Proposed     
                         Board

'EBITDAB'                earnings before interest, tax, depreciation,           
                         amortisation and bonuses

'Enlarged Group'         the Seascope Group, as enlarged by the Merger

'Existing Ordinary Shares' 
                         6,821,973 Ordinary Shares currently in issue 

'Existing Share Options' the existing share options granted to employees
                         of the Seascope Group to subscribe for Ordinary Shares 
                         pursuant to the terms of the Unapproved Share Option   
                         Scheme

'Extraordinary General
Meeting' or 'EGM'        the extraordinary general meeting of the Company       
                         convened for 12 noon on 7 March 2001

'FSA'                    the Financial Services Act 1986

'Further Consideration
Shares'                  up to 505,779 of the Consideration Shares

'Initial Consideration
Shares'                  6,671,973 of the Consideration Shares

'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

'Listing Rules'          the listing rules made by the UK Listing Authority     
                         under Part IV of the FSA

'Loan Note Instrument'   the instrument to be entered into by Seascope at
                         Completion and constituting the Convertible Loan Notes

'London Stock Exchange'  London Stock Exchange plc

'Lone Star'              Lone Star, R.S. Platou & Braemar,  Inc., a shipbroking
                         business based in Houston, Texas, USA

'Merger'                 the merger of the Seascope Group with the Braemar Group

'Merger Agreement'       the merger agreement dated 12 February  2001 and made
                         between the Braemar Shareholders (1) and Seascope (2), 
                         relating to the merger of the Seascope Group with the  
                         Braemar Group

'New Ordinary Shares'    6,671,973 new Ordinary Shares to be issued by the
                         Company at Completion pursuant to the Merger Agreement,
                         excluding the Additional Consideration Shares and the  
                         Further Consideration Shares

'Official List'          the Official List of the UK Listing Authority

'Ordinary Shares'        ordinary shares of 10p each in the capital of
                         the Company

'Panel'                  The Panel on Takeovers and Mergers

'Proposed Board'         the Directors and the Proposed Director

'Proposed Director'      Alan Marsh, a director of Braemar

'Resolutions'            the resolutions to be proposed at the EGM

'Seascope Group'         Seascope and its subsidiaries as at the date of this
document

'Shareholders'           holders of Existing Ordinary Shares

'Share Option Schemes'   the Approved Share Option Scheme and the
                         Unapproved Share Option Scheme

'Standards'              the requirements contained in the publication
'Admission and
Disclosure Standards'    containing, inter alia, the admission requirements to
                         trading on the London Stock Exchange's markets for     
                         listed securities

'Suspension Price'       the mid-market price per Ordinary Share at the time
                         of suspension of trading in the Existing Ordinary      
                         Shares on 20 December 2000
                         (as extracted from the Official List), being 189.0p

'Tankers'                Braemar Tankers Limited

'Unapproved Share Option 
Scheme'                  the Seascope Shipping Holdings Unapproved Share Option 
                         Scheme 

'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).