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
Update re Acquisition of RS Platou ASA
12 December 2014
On 25 November 2014, Clarkson PLC ("Clarksons" or the "Company") announced the proposed acquisition (the "Acquisition") of RS Platou ASA ("Platou"). As part of the Acquisition, it was proposed that Mr Ragnar Horn, the current non-executive chairman of Platou, would join the Board of Clarksons as a (non-independent) non-executive director following and subject to completion of the Acquisition.
On 11 December 2014, the Board of Clarksons was informed by Platou of alleged breaches of Norwegian law by Mr Horn regarding his personal arrangements for the employment of domestic personnel. Whilst these alleged offences have no connection with his business affairs, Mr Horn has decided not to stand as a proposed director of Clarkson.
Both Clarksons and Platou have accepted Mr Horn's decision and it does not impact on either party's intention to proceed with the Acquisition. In light of this development regarding Mr Horn, the Company will shortly issue a supplementary circular to shareholders. Consequently, the general meeting to be held on 16 December 2014 will be adjourned and details of the date of the adjourned meeting, expected to be later this month, will be set out in the supplementary circular.
A further announcement will be made in due course.
For further information contact:
Clarkson PLC |
+44 207 334 0000 |
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Andi Case |
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Jeff Woyda |
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Nomura International plc |
+44 207 102 1000 |
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Andrew McNaught |
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Andrew Forrester |
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Nicholas Marren |
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Hudson Sandler |
+44 207 796 4133 |
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Andrew Nicolls |
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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.
