TIDMCKN
RNS Number : 5873A
Clarkson PLC
23 December 2014
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. please see the important notice at the end of this
announcement.
Clarkson plc
RESULTS OF GENERAL MEETING
23 December 2014
Clarkson PLC ("Clarksons") is pleased to announce that the
shareholder resolutions (the "Resolutions") referred to in the
circular published by Clarksons on 27 November 2014 (the
"Circular") to approve, among other things, the proposed
acquisition by Clarksons of the entire share capital of RS Platou
ASA (the "Acquisition") were duly passed at its general meeting
held at 10:00 a.m. today (the "General Meeting").
The number of ordinary shares that Clarksons has in issue at the
date of the General Meeting was 20,598,389 which was the total
number of shares entitling holders to attend and vote in respect of
all resolutions. All the resolutions at the General Meeting were
passed on a show of hands. The following table shows the proxy
votes cast for each resolution.
Resolution Votes %([2]) Votes %([2]) Total % of Issued Votes
For([1]) Against Votes Share Capital Withheld([3])
Voted([2])
------------------ ----------- ------- ---------- ------- ----------- --------------- ---------------
ORDINARY RESOLUTIONS
------------------------------------------------------------------------------------------------------------
To approve
the Acquisition 14,615,226 89.16 1,777,427 10.84 16,392,653 79.58 8,233
------------------ ----------- ------- ---------- ------- ----------- --------------- ---------------
To grant
the Directors
authority
to allot
shares([4]) 14,615,303 89.16 1,777,350 10.84 16,392,653 79.58 8,233
------------------ ----------- ------- ---------- ------- ----------- --------------- ---------------
SPECIAL RESOLUTIONS
------------------------------------------------------------------------------------------------------------
To disapply
pre-emption
rights in
respect
of an allotment
of equity
securities
for cash 14,593,843 89.15 1,776,972 10.85 16,370,815 79.48 30,071
------------------ ----------- ------- ---------- ------- ----------- --------------- ---------------
Notes:
(1) Votes in favour include proxy votes where the Chairman of
the General Meeting was given discretion regarding how to vote.
(2) Percentages are rounded to two decimal places.
(3) A 'vote withheld' is not a vote under English law and is not
counted in the calculation of votes 'for' and 'against' a
Resolution.
(4) A resolution was passed at the General Meeting amending the
wording of paragraph (ii) of Resolution 2 as set out in the notice
of general meeting contained in the Circular by replacing the first
word "comprising" with the words "of such amount" and replacing the
words "provided that they are offered" with the words "may only be
offered". The amendment was intended to clarify the meaning of
paragraph (ii).
A copy of the Resolutions passed at the General Meeting has been
submitted to the National Storage Mechanism in accordance with rule
9.6.2R of the UK Listing Rules and will be available for inspection
at http://www.morningstar.co.uk/uk/nsm. The voting figures will
also shortly be available on Clarksons' website:
www.clarksons.com.
The passing of the Resolutions will enable the Company to
proceed with the Acquisition as, and subject to the conditions,
described in the Circular.
For further information contact:
Clarkson PLC +44 207 334 0000
Andi Case
Jeff Woyda
Nomura International plc (Sole Financial
Adviser and Sponsor) +44 207 102 1000
Andrew McNaught
Andrew Forrester
Nicholas Marren
Panmure Gordon (Corporate Broker) +44 207 886 2500
Richard Gray
Andrew Potts
Tom Salvesen
Hudson Sandler +44 207 796 4133
Andrew Nicolls
IMPORTANT NOTICE
This Announcement and the information contained in it is
restricted and is not for release, publication or distribution,
directly or indirectly, in whole or in part, in, into or from the
United States (including its territories and possessions, any state
of the United States and the District of Columbia, collectively the
"United States") Australia, Canada, Japan or the Republic of South
Africa or any other state or jurisdiction in which the same would
be restricted, unlawful or unauthorised (each a "Restricted
Territory"). This Announcement is for information purposes only and
does not constitute an offer to sell or issue or the solicitation
of an offer to buy, acquire or subscribe for shares in the capital
of the Company in any Restricted Territory or to any person to whom
it is unlawful to make such offer or solicitation. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions. Subject to certain
exemptions, the securities referred to herein may not be offered or
sold in any Restricted Territory or for the account or benefit of
any national resident or citizen of any Restricted Territory.
This Announcement and the information contained herein is not an
offer of securities for sale in the United States and there will be
no public offer of securities in the United States. The securities
discussed herein have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "Securities
Act") or the securities laws or with any securities regulatory
authority of any other state or other jurisdiction of the United
States, and may not be offered, sold or transferred, directly or
indirectly, in the United States absent registration under the
Securities Act or an available exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and in compliance with any applicable securities laws of any other
state or jurisdiction of the United States.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Nomura
International plc ("Nomura") or by any of its affiliates or agents
as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
Nomura, which is authorised by the Prudential Regulation
Authority and is regulated by the Financial Conduct Authority in
the United Kingdom, is acting solely for the Company in relation to
the Acquisition and nobody else and will not be responsible to
anyone other than the Company for providing the protections
afforded to its clients nor for providing advice in relation to the
Acquisition or any other matter referred to in this Announcement.
Apart from the responsibilities and liabilities, if any, which may
be imposed Nomura by the Financial Services and Markets Act 2000 or
by the regulatory regime established under it, neither Nomura nor
any of its respective affiliates accepts any responsibility
whatsoever for the contents of the information contained in this
Announcement or for any other statement made or purported to be
made by or on behalf of Nomura or any of its respective affiliates
in connection with the Company or the Acquisition. Nomura and its
respective affiliates accordingly disclaim all and any liability,
whether arising in tort, contract or otherwise (save as referred to
above) in respect of any statements or other information contained
in this Announcement and no representation or warranty, express or
implied, is made by Nomura or any of its respective affiliates as
to the accuracy, fairness, verification, completeness or
sufficiency of the information contained in this Announcement.
Nothing in this Announcement is, or shall be relied upon as, a
promise or representation in this respect, whether as to the past
or the future.
This Announcement does not constitute or form part of, and
should not be construed as, an offer, solicitation or invitation to
subscribe, for, underwrite or otherwise acquire, any securities of
the Company or any member of its group in any jurisdiction or an
inducement to enter into investment activity.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
The information contained in this Announcement is subject to
change without notice and, except as required by applicable law,
the Company does not assume any responsibility or obligation to
update publicly or review any of the forward-looking statements
contained herein. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
Announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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