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).