Notice of Annual General Meeting

RNS Number : 8231T

Braemar Shipping Services PLC

27 July 2022

 

27 July 2022

BRAEMAR SHIPPING SERVICES PLC

("Braemar", the "Company" or the "Group")

Notice of Annual General Meeting

Braemar Shipping Services Plc (LSE: BMS), a leading international Shipbroker and provider of expert advice in shipping investment, chartering, risk management and logistics services, today announces that it has published Notice of Braemar's 2022 Annual General Meeting ("AGM").

The AGM will be held at 10:00 a.m. on Friday 19 August 2022 at the offices of the Company at One Strand, Trafalgar Square, London, WC2N 5HR and the Company is delighted that shareholders will be able to attend the AGM in person without restriction following the lifting of government rules relating to non-essential travel and social distancing in place at the time of the Company's recent annual general meetings. The AGM Notice will be available on the Company's website ( www.braemar.com ) and, together with the Form of Proxy for the AGM, will be submitted to the National Storage Mechanism and will shortly be available for inspection at:  https://data.fca.org.uk/#/nsm/nationalstoragemechanism . Copies of these documents have also been posted today to those of the Company's shareholders that have elected to continue to receive hard copies.

As previously announced by the Company on 1 July 2022, a number of strategic disposals made in recent years to streamline the Group to focus on its Shipbroking core has meant that the completion of the financial year ended 28 February 2022 audit is taking longer to complete. This has led to a delay in the publication of the Company's financial results for the year ended 28 February 2022. As a result, the Company has been unable to publish the Company's 2022 Annual Report together with the Notice of AGM. Given that the Company is required to hold an AGM each year within six months of its financial year end, the Company's 2022 AGM will be held on 19 August 2022, however, it is expected that this meeting will only deal with the resolutions that do not relate to the 2022 Annual Report.

An adjourned AGM will then be reconvened at such date and time as will be notified to shareholders as soon as possible once the Company's 2022 Annual Report is made available.

The Company also announces that it has become aware of an administrative oversight during the Company's financial year ended 28 February 2022, whereby the Company did not properly prepare and file unaudited interim accounts at Companies House, as required by the Companies Act 2006 (the "Act"), prior to declaring and paying distributions to shareholders in respect of the Company's 1 September 2021 final dividend and 16 December 2021 interim dividend (the "Relevant Distributions"). As a result of this administrative oversight, the Company did not comply with certain provisions of the Act and, whilst Braemar did have sufficient distributable reserves to make the Relevant Distributions, they were therefore paid in technical infringement of the Act. Neither the amount nor payment of the Relevant Distributions, nor the Company's prior audited accounts, are affected by this, nor is there any impact on the Company's financial position either at the time of payment(s) or now.

The Company's firm intention is that no party should be put in a worse position as a result of these procedural oversights. The resolutions to be put to the AGM therefore include a resolution to address the matters arising in relation to the Relevant Distributions, by which the shareholders would approve inter alia the Company's signing of a deed of release with certain current and former directors, which is deemed to comprise a smaller related party transaction pursuant to LR 11.1.10 R.

Smaller Related Party Transaction

The consequence of the Relevant Distributions being paid otherwise than in accordance with the Act is that the Company may have a claim against its past and present shareholders who received Relevant Distributions, as well as a claim against all Directors (former or present) who approved the declaration and payment of the Relevant Distributions. As noted above, the Company has no intention to make any such claims against past and/or present shareholders or Directors in respect of the Relevant Distributions.

To resolve this matter, the Company proposes to enter into a deed of release in favour of all shareholders who have received the Relevant Distributions from any and all claims which the Company has or may have in respect of the payment of the Relevant Distributions (the "Shareholders' Deed of Release") and a deed of release in favour of all persons who were Directors at the time of payment of the Relevant Distributions, by which the Company has waived any rights to make claims against such Directors and former Directors in respect of the Relevant Distributions (the "Directors' Deed of Release" and together with the Shareholders' Deed of Release, the "Deeds of Release"). The Deeds of Release are intended to ensure that the Company will be unable to make any future claims against its past and present shareholders who were recipients of the Relevant Distributions, or against those Directors at the time that the Relevant Distributions were made.

As such, the purpose of Resolution 18 (as set out in the Notice of AGM) is to:

(i)  authorise the Company to appropriate distributable profits equal to the amount of the dividends paid otherwise than in accordance with the Act; and

(ii)  authorise the Company to enter into the Deeds of Release

As the Company's directors at the time of the declaration and/or payment of each respective Relevant Distribution (being James Gundy, Tris Simmonds, Nick Stone, Nigel Payne, Steve Kunzer, Elizabeth Gooch, Jürgen Breuer and Lesley Watkins) are deemed to be related parties of the Company pursuant to LR 11.1.4 R, the Company's entry into the Directors' Deed of Release for nil consideration, and in respect of the Relevant Distributions with an aggregate value of £2,104,876, constitutes a smaller related party transaction pursuant to LR 11.1.10 R.

Capitalised terms used but not defined in this announcement shall have the same meaning as set out in the Notice of AGM.

Legal Entity Identifier: 213800EV6IKTTHJ83C19

For further information, contact:

Braemar Shipping Services
James Gundy, Group Chief Executive Officer		Tel [phone]
Nick Stone, Chief Financial Officer
Investec Bank plc
Gary Clarence / Harry Hargreaves / Alice King		Tel [phone]
Cenkos Securities plc Ben Jeynes / Max Gould (Corporate Finance) Alex Pollen / Leif Powis (Sales)		Tel [phone]
Buchanan
Charles Ryland / Stephanie Whitmore / Jack Devoy		Tel [phone]

Notes to Editors:

About Braemar Shipping Services Plc

Braemar provides expert advice in shipping investment, chartering, and risk management to enable its clients to secure sustainable returns and mitigate risk in the volatile world of shipping.

Braemar's experienced brokers work in tandem with specialist professionals to form teams tailored to its customers' needs, and provides an integrated service supported by a collaborative culture.

Braemar joined the Official List of the London Stock Exchange in November 1997 and trades under the symbol BMS.

For more information, including our investor presentation, please visit  www.braemar.com  and follow Braemar on  LinkedIn  .

 

END

 

 

NOAEAKXKAFEAEFA