TIDMCLG
RNS Number : 7803L
Clipper Logistics plc
15 January 2021
15 January 2021
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION,
INCLUDING THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT
RESULTS OF PLACING OF 11,000,000 ORDINARY SHARES IN CLIPPER
LOGISTICS PLC (THE "COMPANY" OR "CLIPPER")
Further to yesterday's announcement, Carlton Court Investments
Limited, a company ultimately controlled by Steve Parkin (Executive
Chairman) (the "Selling Shareholder") announces that, subject to
completion, it has sold 11,000,000 shares in Clipper, at a price of
565 pence per share (the "Placing"), raising gross proceeds of
approximately GBP 62.2 million.
Following completion of the Placing, the Selling Shareholder
will hold 14,128,000 shares in Clipper, representing approximately
13.9 % of the Company's issued share capital.
The remainder of the Company's ordinary shares held by the
Selling Shareholder following the Placing will be subject to a
lock-up which ends 180 days after completion of the Placing
(subject to waiver by the Joint Bookrunners and to certain
customary exceptions).
Steve Parkin, Executive Chairman, commented:
"I remain as confident and focused as ever in the future growth
prospects of Clipper. Over the last year we have demonstrated our
ability to act quickly and effectively to solve complex challenges
for our clients, and the growth we have delivered through this
period is testament to Clipper's leading position in the ecommerce
logistics market. Following the Placing I remain a substantial
shareholder in the business and welcome the new shareholders that
have come onto the register."
The trade date for the Placing will be 15 January 2021 and
settlement is expected to occur on a T+2 basis on 19 January 2021,
subject to the satisfaction or waiver of certain customary
conditions.
Numis Securities Limited ("Numis") and Shore Capital
Stockbrokers Limited ( " Shore Capital ", and together with Numis,
the "Joint Bookrunners" ) are acting as Joint Bookrunners in
connection with the Placing.
The Company will not receive any proceeds from the Placing.
ENQUIRIES
+44 (0) 207 260
Numis - Joint Bookrunner 1000
Stuart Skinner
Kevin Cruickshank
Jamie Loughborough
+44 (0) 207 408
Shore Capital - Joint Bookrunner 4090
Patrick Castle
Malachy McEntyre
James Thomas
+44 (0) 207 466
Buchanan - Financial PR 5000
David Rydell
Steph Watson
Hannah Ratcliff
About Clipper
Clipper Logistics plc ( www.clippergroup.co.uk ), which is
premium listed on the Main Market of the London Stock Exchange, is
a leading provider of value-added logistics solutions, e-fulfilment
and returns management services, delivering value-added,
consultancy-led services to its blue-chip client base. A profitable
and cash generative commercial vehicles business complements the
Group's logistics activities.
IMPORTANT NOTICE
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE
"PROSPECTUS REGULATION") AND (B) IF IN THE UNITED KINGDOM, PERSONS
WHO (I) 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, AS AMED (THE
"ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS
DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II) ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF THE PROSPECTUS REGULATION AS IT
FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 AND (C) OTHERWISE, TO PERSONS TO WHOM
IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT (EACH A "RELEVANT
PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT
AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES
THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OF ANY
SECURITIES.
This announcement is not for publication or distribution or
release, directly or indirectly, in or into the United States of
America (including its territories and possessions, any state of
the United States and the District of Columbia), Canada, Australia,
Japan, 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. No action has been taken that would permit an
offering of the Placing Shares or possession or distribution of
this announcement in any jurisdiction where action for that purpose
is required.
This announcement does not constitute or form part of an offer
for sale or solicitation of an offer to purchase or subscribe for
securities in the United States, Canada, Australia, Japan or any
other jurisdiction. The Placing Shares have not been and will not
be registered under the US Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws of any state or
other jurisdiction of the United States and may not be offered or
sold, directly or indirectly, in the United States, absent
registration except pursuant to an applicable exemption from, or in
a transaction not subject to, the registration requirements of, the
Securities Act and in accordance with any applicable securities
laws of any state or other jurisdiction of the United States. There
will be no public offering of the securities referred to herein in
the United States or in any other jurisdiction.
No offer and sale of Placing Shares is or will be made in
Canada, except to persons who are: (a) an "accredited investor"
within the meaning of Section 1.1 of National Instrument 45-106 -
Prospectus Exemptions ("NI 45-106") of the Canadian Securities
Administrators or subsection 73.3(1) of the Securities Act
(Ontario) (the "OSA"), as applicable, and is either purchasing the
Placing Shares as principal for its own account, or is deemed to be
purchasing the Placing Shares as principal for its own account in
accordance with applicable Canadian securities laws, for investment
only and not with a view to resale or redistribution; (b) such
person was not created or used solely to purchase or hold the
Placing Shares as an accredited investor under NI 45-106; (c) a
"permitted client" within the meaning of National Instrument 31-103
- Registration Requirements, Exemptions and Ongoing Registrant
Obligations ("NI 31-103") of the Canadian Securities
Administrators; and (d) entitled under applicable Canadian
securities laws to purchase the Placing Shares without the benefit
of a prospectus under such securities laws.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision in
connection with the Placing must be made on the basis of all
publicly available information relating to Clipper Logistics plc
and Clipper Logistics plc's shares. Such information has not been
independently verified. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. No reliance may be placed for any purpose
on the information contained in this announcement or its accuracy
or completeness.
In connection with the Placing, either of the Joint Bookrunners
or any of their respective affiliates may take up a portion of the
Placing Shares as a principal position and in that capacity may
retain, purchase, sell, offer to sell for its own accounts such
Placing Shares and other securities of Clipper Logistics plc or
related investments in connection with the Placing or otherwise.
Accordingly, references to the Placing Shares being issued,
offered, subscribed, acquired, placed or otherwise dealt in should
be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by either of the Joint Bookrunners
and any of their respective affiliates acting as investors for
their own accounts. The Joint Bookrunners do not intend to disclose
the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
This announcement does not purport to identify or suggest the
risks (direct or indirect) which may be associated with an
investment in Clipper Logistics plc or its shares.
Numis and Shore Capital are each authorised and regulated by the
FCA. Each of the Joint Bookrunners is acting for the Selling
Shareholder only in connection with the Placing and no one else,
and will not be responsible to anyone other than the Selling
Shareholder for providing the protections offered to clients of the
Joint Bookrunners nor for providing advice in relation to the
Placing Shares or the Placing, the contents of this announcement or
any transaction, arrangement or other matter referred to in this
announcement.
This announcement has been issued by the Joint Bookrunners on
behalf of the Selling Shareholder and is the sole responsibility of
the Selling Shareholder apart from the responsibilities and
liabilities, if any, that may be imposed on Numis or Shore Capital
by the Financial Services and Markets Act 2000. Neither Numis nor
Shore Capital nor any of their respective directors, unlimited
partners, officers, employees, advisers or affiliates accepts any
responsibility whatsoever and makes no representation or warranty,
express or implied, for the contents of this announcement,
including its accuracy, completeness or verification or for any
other statement made or purported to be made by the Selling
Shareholder or on the Selling Shareholder's behalf or on Numis' or
Shore Capital's behalf, in connection with the Selling Shareholder
or the Placing, and 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. Each of Numis and Shore Capital
accordingly disclaims to the fullest extent permitted by law all
and any responsibility and liability, whether arising in tort,
contract or otherwise, which it might otherwise have in respect of
this announcement and any such statement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ROIKZGMMGDZGMZZ
(END) Dow Jones Newswires
January 15, 2021 02:00 ET (07:00 GMT)
Clipper Logistics (LSE:CLG)
Historical Stock Chart
From Apr 2024 to May 2024
Clipper Logistics (LSE:CLG)
Historical Stock Chart
From May 2023 to May 2024