Last checked at 22 Mar 2017 07:00
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.
This announcement is released by Clarkson PLC and contains inside information.
Please see the important notice at the end of this announcement.
22 March 2017
Clarkson PLC
SECONDARY PLACING OF SHARES IN CLARKSON PLC ("CLARKSONS" OR "THE COMPANY")
Clarksons announces that it has received notification that on 21 March 2017 that a number of former shareholders of RS Platou ASA (the "Sellers") have agreed to sell an aggregate of 1,232,462 ordinary shares in the capital of the Company in London at a price of 2750p per ordinary share pursuant to the secondary placing announced on 21 March 2017.
The Company was not a party to the Placing and will not receive any proceeds from the Placing. Panmure Gordon (UK) Limited ("Panmure Gordon") and Liberum Capital Limited ("Liberum"), the Company's joint brokers, assisted with the Placing.
For further information contact:
Clarkson PLC | +44 207 334 0000 |
Andi Case |
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Jeff Woyda |
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Panmure Gordon (UK) Limited | +44 207 886 2500 |
Richard Gray |
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Andrew Potts |
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Tom Salvesen |
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Liberum Capital Limited | +44 20 3100 2000 |
Peter Tracey |
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John Fishley |
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Camarco | +44 20 3757 4983/4994 |
Billy Clegg |
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Jennifer Renwick |
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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.
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, 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.
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 were 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.