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.