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 |
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Andi Case |
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Jeff Woyda |
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Panmure Gordon (UK) Limited |
+44 207 886 2500 |
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Richard Gray |
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Andrew Potts |
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Tom Salvesen |
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Nomura International plc |
+44 207 102 1000 |
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Andrew McNaught |
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Nicholas Marren Simon Aird |
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Hudson Sandler |
+44 207 796 4133 |
Michael Sandler Katie Matthews |
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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.
