REG - Braemar Shipping - Notice of Annual General Meeting

BraemarAnnouncement

27/07/2022 07:16

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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 (http://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
(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 +44 (0) 20 3142 4100
 Nick Stone, Chief Financial Officer

 Investec Bank plc
 Gary Clarence / Harry Hargreaves / Alice King         Tel +44 (0) 20 7597 5970

 Cenkos Securities plc

 Ben Jeynes / Max Gould (Corporate Finance)            Tel +44 (0) 20 7397 8900

 Alex Pollen / Leif Powis (Sales)

 Buchanan
 Charles Ryland / Stephanie Whitmore / Jack Devoy      Tel +44 (0) 20 7466 5000

 

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 (http://www.braemar.com/)  and follow Braemar
on LinkedIn (https://www.linkedin.com/company/braemar-ltd/)  .

 

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