TIDMCKN
RNS Number : 1140A
Clarkson PLC
21 March 2017
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 is released by Clarkson PLC and contains
inside information.
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.
21 March 2017
Clarkson PLC
PROPOSED SECONDARY PLACING OF ORDINARY SHARES IN CLARKSON PLC
("CLARKSONS" OR THE "COMPANY")
Clarksons announces, following the expiry of the second 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 (the "Sellers"), have notified the
Company of their intention to sell up to approximately 1.23 million
ordinary shares in the capital of the Company (the "Placing
Shares"), representing approximately 4.1 per cent. of the Company's
existing issued ordinary share capital.
It is intended that the sale of the Placing Shares will be
executed by way of an accelerated bookbuild to institutional
investors (the "Placing") and will be launched immediately
following this announcement by Panmure Gordon (UK) Limited
("Panmure Gordon") and Liberum Capital Limited ("Liberum") 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 and is expected to be announced by the Company as soon as
practicable thereafter.
The Company is not party to the Placing and will not receive any
proceeds from the Placing.
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
Liberum Capital Limited +44 20 3100 2000
Peter Tracey
John Fishley
Camarco +44 20 3757 4983/4994
Billy Clegg
Jennifer Renwick
IMPORTANT NOTICE
This announcement is released by Clarkson PLC and contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information
relating to the Placing described above, and is disclosed in
accordance with the Company's obligations under Article 17 of
MAR.
Market soundings, as defined in MAR, were taken in respect of
the Placing with the result that certain persons became aware of
inside information, as permitted by MAR. That inside information is
set out in this announcement and has been disclosed as soon as
possible in accordance with paragraph 7 of article 17 of MAR.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of inside information
relating to the Company and its securities.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is being made on
behalf of the Company by the Board of the Company.
The distribution of this announcement and the offer and sale of
the Placing Shares in certain jurisdictions may be restricted by
law. 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 and 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, Panmure Gordon, Liberum 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.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by the
Sellers, Clarksons, Panmure Gordon or Liberum.
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. Members of the
general public are not eligible to take part in the Placing.
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.
Liberum is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, and is acting as Placing Agent to
Panmure Gordon in respect of 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.
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
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