Statement regarding Possible Offer
The board of ACM (the "Board") notes the recent share price movements and confirms that it has received an approach from RS Platou ASA ("RS Platou"), the private Norwegian ship and offshore broking company, regarding a possible offer to acquire the entire issued and to be issued ordinary share capital of the Company.
RS Platou has indicated to the Directors of the Company that any offer for ACM would mainly comprise a share offer, because it would require RS Platou shares to be accepted by the Company's key employees, who hold a majority of the Company's issued share capital. If the share offer is so accepted, a cash offer would be available for the remaining minority shareholders in the Company wishing to take cash instead of RS Platou shares.
RS Platou has indicated that the cash component would be made at 175p per ACM ordinary share. The Board is in the process of considering both the share and cash elements of the proposal, and at this early stage is not able to give any firm indication as to the merits of either component.
The Board wishes to make clear that discussions with RS Platou are at an early stage and there can be no certainty that any offer will be forthcoming.
This announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the City Code on Takeovers and Mergers (the "Code") and there can be no certainty that an offer will be made, nor as to the terms on which any offer will be made.
As a consequence of this announcement, an "Offer Period" has commenced in respect of the Company in accordance with the rules of the Code.
In accordance with Rule 2.6(a) of the Code, RS Platou must, by not later than 5.00 p.m. on 24 February 2012, either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that they do not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code. The Company confirms that it currently intends to approach the Panel for such an extension to this deadline in due course.
Further announcements will be made as appropriate.
In accordance with Rule 2.10 of the Code, the Company confirms that, as at the close of business on 26 January 2012, it had 19,470,450 ordinary shares of 1p in issue. This number excludes 80,189 ordinary shares held in treasury. The International Securities Identification Number for the ordinary shares is GB00B1GJ9M21.
For further information, please contact:
| ACM Shipping Group plc | |
| Johnny Plumbe, Chief Executive | Tel: +44 (0) 20 7484 6311 |
| Ian Hartley, Finance Director | Tel: +44 (0) 20 7484 6311 |
| ihartley@acmshipping.co.uk | www.acmshippinggroup.com |
| Execution Noble & Company Limited | |
| John Llewellyn-Lloyd | Tel: +44 (0) 20 7456 9191 |
| Harry Stockdale | |
| Media enquiries: | |
| Abchurch | |
| Henry Harrison-Topham / Joanne Shears | Tel: +44 (0) 20 7398 7702 |
A copy of this announcement will be made available on the Company's website at www.acmshippinggroup.com as soon as possible.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified.
If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
This announcement has been prepared in accordance with English law and the Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
Notes to Editors
ACM is one of the world's principal shipbrokers, providing a full range of integrated ship broking services for the global market. It is widely recognised as a market leader in oil transportation. The Company's key activities are spot freight brokerage, time charter and project brokerage, sale and purchase, new buildings, demolition and derivatives brokerage. In June 2010, the Group expanded its offering into dry cargo through the acquisition of the business of Endeavour Shipbrokers Pty Limited and has also recently set up a new dry cargo venture in London. This is in line with ACM's stated strategy to become an integrated global ship broking services provider.
Established in London in 1982, the Company has since expanded its international operations with offices based in London, Singapore, India, Australia, UAE and China. ACM employs over 150 brokers and support staff who provide clients with global experience and intimate local knowledge of the world's shipping centres. The has a strong network of clients which include major oil producers, independent oil traders, ship-owners and operators.
ACM was admitted to AIM on 6 December 2006. For more information on the Company and its group please visit www.acmshippinggroup.com