TIDMCKN
RNS Number : 3496S
Clarkson PLC
16 March 2016
This announcement and the information contained herein is
restricted and is not for release, publication or distribution,
directly or indirectly, in whole or in part, in, into or from
Australia, Canada, Japan, the republic of South Africa, the United
States or any other jurisdiction in which the same would be
unlawful.
This announcement does not constitute an offer to sell or a
solicitation to buy securities in any jurisdiction, including
Australia, Canada, Japan, the republic of South Africa or the
United States.
Please see the important notice at the end of this
announcement.
16 March 2016
Clarkson PLC
PROPOSED SECONDARY PLACING OF ORDINARY SHARES IN CLARKSON PLC
("CLARKSONS" OR THE "COMPANY")
Clarksons announces, following the expiry of the first 12 month
lock-up period following completion of the Company's acquisition of
RS Platou ASA ("Platou") on 2 February 2015, that a number of
former Platou shareholders, comprised of a PDMR and employees of
Clarksons (the "Sellers"), have notified the Company of their
intention to sell approximately 2 million ordinary shares in the
capital of the Company (the "Placing Shares"), representing
approximately 6.6 per cent. of the Company's existing issued
ordinary share capital, through an accelerated bookbuild placing
(the "Placing").
Peter M. Anker, a PDMR of the Company, intends to sell a maximum
of 169,000 Placing Shares. Assuming all Placing Shares are sold,
Peter M. Anker will hold 357,477 existing ordinary shares and 2,667
conditional awards in the capital of the company, equivalent to 1.2
per cent. of issued ordinary share capital.
It is intended that the Placing will be executed by Panmure
Gordon (UK) Limited ("Panmure Gordon") and Nomura International plc
("Nomura") who are the Company's Joint Brokers.
The sale is subject to demand, price and market conditions. The
final number of Placing Shares to be placed and the placing price
will be determined at the close of the accelerated bookbuilding
period.
Completion of the secondary placing is expected to be announced
as soon as practicable following the closing of the books.
For further information contact:
Clarkson PLC +44 207 334 0000
Andi Case
Jeff Woyda
Panmure Gordon (UK)
Limited +44 207 886 2500
Richard Gray
Andrew Potts
Tom Salvesen
Nomura International
plc +44 207 102 1000
Andrew McNaught
Nicholas Marren
Simon Aird
Hudson Sandler +44 207 796 4133
Michael Sandler
Katie Matthews
IMPORTANT NOTICE
The distribution of this announcement and the offer and sale of
the Placing Shares in certain jurisdictions may be restricted by
law. The Placing Shares may not be offered to the public in any
jurisdiction in circumstances which would require the preparation
or registration of any prospectus or offering document relating to
the Placing Shares in such jurisdiction. No action has been taken
by Clarksons, Nomura, Panmure Gordon or any of their respective
affiliates that would permit an offering of the Placing Shares or
possession or distribution of this announcement or any other
offering or publicity material relating to such securities in any
jurisdiction where action for that purpose is required.
This announcement is not for publication, distribution or
release, directly or indirectly, in or into the United States of
America (including its territories and dependencies, any State of
the United States and the District of Columbia), Australia, Canada,
Japan or Republic of South Africa or any other jurisdiction where
such an announcement would be unlawful. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession this document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act. Neither this document nor the information contained herein
constitutes or forms part of an offer to sell or the solicitation
of an offer to buy securities in the United States. There will be
no public offer of any securities in the United States or in any
other jurisdiction.
In member states of the European Economic Area ("EEA") which
have implemented the Prospectus Directive (each, a "Relevant Member
State"), this announcement is directed exclusively at persons who
are 'qualified investors' within the meaning of the Prospectus
Directive ("Qualified Investors"). For these purposes, the
expression 'Prospectus Directive' means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive, to
the extent implemented in a Relevant Member State), and includes
any relevant implementing measure in the Relevant Member State and
the expression '2010 PD Amending Directive' means Directive
2010/73/EU. In the United Kingdom this announcement is directed
exclusively at Qualified Investors (i) who have professional
experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or (ii)
who fall within Article 49(2)(A) to (D) of the Order, and (iii) to
whom it may otherwise lawfully be communicated.
This announcement is not an offer of securities or investments
for sale nor a solicitation of an offer to buy securities or
investments in any jurisdiction where such offer or solicitation
would be unlawful. No action has been taken that would permit an
offering of the securities or possession or distribution of this
announcement in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required to inform themselves about and to observe any such
restrictions.
Panmure Gordon is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, and is acting exclusively
for the Company and the selling shareholders and for no one else in
connection with the Placing and will not regard any other person as
a client in relation to the Placing and will not be responsible to
any other person for providing the protections afforded to its
clients nor for providing advice in relation to the Placing or any
other matter referred to in this announcement.
Nomura is authorised by the Prudential Regulation Authority and
is regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, and is acting as
Placing Agent to Panmure Gordon in respect of the Placing, and will
not be responsible to any other person for providing the
protections afforded to clients nor for providing advice in
relation to the Placing or any other matter referred to in this
announcement.
This document includes statements that are, or may be deemed to
be, forward-looking statements. These forward-looking statements
may be identified by the use of forward-looking terminology,
including the terms "intends", "expects", "will", or "may", or, in
each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. Any
forward-looking statements are subject to risks relating to future
events and assumptions relating to Clarkson's business, in
particular from changes in political conditions, economic
conditions, evolving business strategy, or the retail industry. No
assurances can be given that the forward-looking statements in this
document will be realised. As a result, no undue reliance should be
placed on these forward-looking statements as a prediction of
actual results or otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCGGUUCWUPQGQQ
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March 16, 2016 12:41 ET (16:41 GMT)
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