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Cleeve Capital PLC (SAT)

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Friday 09 January, 2015

Cleeve Capital PLC

Disclosure of issued shares

RNS Number : 7962B
Cleeve Capital PLC
09 January 2015
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN

 

This announcement is an advertisement and not a prospectus. This announcement is not an offer for sale, or a solicitation of an offer to acquire, securities in any jurisdiction, including in or into the United States, Canada, Australia, or Japan. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by the Company in due course in connection with the admission of its ordinary shares (the "Ordinary Shares") to the Official List of the Financial Conduct Authority (the "FCA") (by way of a standard listing under Chapter 14 of the listing rules published by the UK Listing Authority under section 73A of FSMA as amended from time to time (the "Listing Rules")) and to trading on the London Stock Exchange plc's (the "London Stock Exchange") main market for listed securities (the "Admission"). Copies of the Prospectus will, following publication, be available from the Company's registered office: 6 New Street Square, London EC4A 3LX and at http://www.morningstar.co.uk/uk/NSM.  The Prospectus will, following publication, also be available on the Company's website http://www.cleevecapital.com.

 

9 January 2015

CLEEVE CAPITAL PLC

(the "Company")

 

DISCLOSURE OF ISSUED SHARES

 

Cleeve Capital Plc (LSE: CLEE), confirms that, as at the close of business on 8 January 2015, it had 128,833,333 ordinary shares of £0.01 each in issue and admitted to trading on the main market of the London Stock Exchange under the International Securities Identification Number (ISIN) GB00BT6SRD21.  No shares are held in Treasury.

 

The total number of shares attracting voting rights in Cleeve Capital Plc is 128,833,333.

 

The shareholders holding 3% or more of the share capital of Cleeve Capital Plc are:

 


Name

No. of Shares

Percentage (%)

1.

Marlborough Fund Managers Ltd (holding its shares through HSBC Global Custody Nominee (UK) Ltd) and Hargreave Hale Nominees Limited, acting in concert 

15,000,000

11.65

2.

Candy Ventures S.A.R.L

13,250,000

10.28

3.

Courtney Investments Limited

9,000,000

6.99

4.

Novum Securities Limited (holding its shares through Pershing Nominees Limited)

5,800,000

4.50

5.

Robert Edward Proctor

5,250,000

4.07

6.

Monecor (London) Limited

5,000,000

3.88

7.

Ganesh Holdings International Limited

5,000,000

3.88

8.

Rodger Sargent

5,250,000

4.08

9.

Barnard Nominees Limited

4,000,000

3.10

 

The shareholdings of the directors are as:

 


Name

No. of Shares

Percentage (%)

1.

Rodger Sargent

5,250,000

4.08

2.

Simon McGivern

1,500,000

1.16

 

 

Enquiries

 

Cleeve Capital plc

www.cleevecapital.com

Rodger Sargent & Simon McGivern, Directors

Tel: 020 7427 6538

Peter Redmond, Company Secretary




Walbrook PR Ltd

Tel: 020 7933 8787 or [email protected]

Paul McManus

Mob: 07980 541 893

 

IMPORTANT NOTICE:

 

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in any jurisdiction, including the United States, Australia, Canada or Japan. 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"), or the securities laws of any state or other jurisdiction of the United States or under applicable securities laws of Australia, Canada or Japan and may not be offered or sold within, into or in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws or to or for the account or benefit of persons in the United States, Australia, Canada or Japan or any other jurisdiction where such offer or sale would violate the relevant securities laws of such jurisdiction. The Company is not and does not intend to become an ''investment company'' within the meaning of the U.S. Investment Company Act of 1940, as amended (the ''U.S. Investment Company Act''), and is not engaged and does not propose to engage in the business of investing, reinvesting, owning, holding or trading in securities. Accordingly, the Company is not and will not be registered under the U.S. Investment Company Act and Investors will not be entitled to the benefits of that Act. 

 

This announcement is an advertisement and does not constitute or form part of, and should not be construed as, an offer to sell or issue, or a solicitation of any offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This announcement is not a prospectus. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the Prospectus to be issued in due course by the Company in connection with the admission of the Ordinary Shares to a standard listing on the Official List of the FCA and to trading on the London Stock Exchange plc's main market for listed securities. Copies of the Prospectus will, following publication, be available from the Company's registered office: 6 New Street Square, London EC4A 3LX and at http://www.morningstar.co.uk/uk/NSM. The Prospectus will, following publication, also be available on the Company's website http://www.cleevecapital.com.  

 

In the event of any discrepancy between this announcement and the Prospectus in its final form, the Prospectus will prevail. The information contained in this announcement is for background purposes only. It is not the purpose of this announcement to provide, and you may not rely on this announcement as providing, a complete and comprehensive analysis of the Company's financial or commercial position or prospects.

 

This announcement is directed only at Qualified Investors (i) who have professional experience in matters relating to investments who fall within the definition of ''investment professionals'' in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (ii) who are high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005; or (iii) to whom it may otherwise lawfully be communicated (all such persons in (i) to (iii) inclusive together being referred to as ''Relevant Persons''). Under no circumstances should persons of any other description rely or act upon the contents of this announcement.

 

The date of Admission may be influenced by things such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission. Securities to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering an investment in such securities should consult an authorised person specialising in advising on such securities. This announcement does not constitute a recommendation concerning the Placing. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Placing for the person concerned. Past performance is not a guide to future performance. 

 

The Placing and the distribution of this announcement and other information in connection with the Placing in certain jurisdictions may be restricted by law and persons into whose possession any 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.  

 

FORWARD LOOKING STATEMENTS

 

This Document includes statements that are, or may be deemed to be, "forward-looking statements". In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will", "should" or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout the Document and include statements regarding the intentions, beliefs or current expectations of the Company and the Board of Directors concerning, among other things: (i) the Company's objective, acquisition and financing strategies, results of operations, financial condition, capital resources, prospects, capital appreciation of the Ordinary Shares and dividends; and (ii) future deal flow and implementation of active management strategies, including with regard to the Acquisition. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, results of operations, financial condition, distributions to shareholders and the development of its financing strategies may differ materially from the forward-looking statements contained in this Document. In addition, even if the Company's actual performance, results of operations, financial condition, distributions to shareholders and the development of its financing strategies are consistent with the forward-looking statements contained in this Document, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that may cause these differences include, but are not limited to:

 

·      the Company's ability to identify suitable acquisition opportunities or the Company's success in completing an Acquisition;

·      the Company's ability to ascertain the merits or risks of the operations of a target company or business;

·      the Company's ability to deploy the Net Proceeds on a timely basis;

·      the availability and cost of equity or debt capital for future transactions;

·      currency exchange rate fluctuations, as well as the success of the Company's hedging strategies in relation to such fluctuations (if such strategies are in fact used); and

·      legislative and/or regulatory changes, including changes in taxation regimes.

 

Prospective Investors should carefully review the "Risk Factors" section of this Document for a discussion of additional factors that could cause the Company's actual results to differ materially, before making an investment decision. For the avoidance of doubt, nothing in this paragraph constitutes a qualification of the working capital statement contained in "Part IX -Additional Information".

 

Forward-looking statements contained in this Document apply only as at the date of this Document. Subject to any obligations under the Listing Rules, the Disclosure and Transparency Rules and the Prospectus Rules, the Company undertakes no obligation publicly to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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