Result of General Meeting
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 For[1] |
%[2] |
Votes Against |
%[2] |
Total Votes |
% of Issued Share Capital Voted[2] |
Votes Withheld[3] |
|
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:
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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 (Sole Financial Adviser and Sponsor) |
+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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Panmure Gordon (Corporate Broker) |
+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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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.
This information is provided by RNS
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