This document provides additional disclosures and disclaimers relevant to research reports, discussion material and other investment recommendations or investor information issued by Clarksons Platou Securities AS.
Clarksons Platou Securities AS’ Standards and supervision
Clarksons Platou Securities AS is a private limited liability company incorporated in Norway (reg.no 942 274 238), authorised to provide banking and investment services in accordance with and pursuant to the Norwegian Securities Trading Act of 2007 (as amended).. Clarksons Platou Securities AS’ ultimate parent is Clarkson PLC, a Public Limited Company registered in England and Wales, domiciled in the UK and listed on the London Stock Exchange with ticker CKN:L. Clarkson PLC is principally an investment holding company, whose subsidiaries are primarily involved in providing shipping related services.. Clarksons Platou Securities AS is under the supervision of the Norwegian Financial Supervisory Authority (Nw.: “Finanstilsynet”) and is a member of the Norwegian Securities Dealers Association (Nw.: Verdipapirforetakenes Forbund). Internal rules have been developed in accordance with recommendations issued by the association.
Clarksons Platou Securities AS Analyst’ Certification
The analysts whose names appear in each research report prepared and distributed by Clarksons Platou Securities AS each certify, with respect to the securities or issuers that the individual analyses, that (1) all of the views expressed in their research report accurately reflect his or her personal views about the subject securities or issuers and (2) no part of his or her compensation was, is, or will be directly or indirectly related to the specific recommendations or views expressed in that research.
All research personnel currently employed by Clarksons Platou Securities AS are not registered/qualified as research analysts with FINRA and may not be associated persons of Clarksons Platou Securities, Inc. and, therefore, may not be subject to the NASD Rule 2711 restrictions on communications with a subject company, public appearances and trading securities held by a research analyst account.
Clarksons Platou Securities AS’ research is disseminated primarily electronically and, in some cases, in printed form. Electronic research is simultaneously available to all eligible clients. Individual consultations with analysts may not be disseminated electronically by Clarksons Platou Securities AS. All material presented in Clarksons Platou Securities AS' reports, unless specifically indicated otherwise, is under copyright to Clarksons Platou Securities AS. No part of our research material may be (i) copied, photocopied or duplicated in form by any means or (ii) redistributed without prior written consent of Clarksons Platou Securities AS.
Updating of Recommendations
There is no fixed schedule for updating Clarksons Platou Securities AS’ research/recommendations and there can be no assurances that any updates will be provided. However, Clarksons Platou Securities AS aims to update recommendations on a company when:
• The price target is achieved
• New accounting figures are released
• Any material news on a company or its industry is released
Important Disclosures regarding Clarksons Platou Securities AS Research
Basis and methods for assessment
Recommendations in respect of shares and share related instruments are based on estimates using various valuation methods. These methods include, inter alia, analysis of earnings multiples, discounted cash flow calculations and net asset value assessments. Different assumptions could result in materially different results. Furthermore, the assumptions may not be realized.
Clarksons Platou Securities AS credit analysts does not provide credit ratings but provide credit research with more specific price targets. These price targets may be based on different valuation methods. These methods may include, inter alia, analysis of key credit ratios and other factors, peer group analysis of comparable issuers or securities, and different valuation methodologies.
Please note that the below definitions are guidelines only. Specific valuations are found in each research report. Investors should carefully read the entire research report, including the definitions of all ratings, and not infer its contents from ratings alone.
Clarksons Platou Securities operates with 3 recommendation categories based on the expected absolute return within 6 months.
||The return is estimated to be in excess of 15%.
||The return is estimated between 15% and minus 5%.
||The return is estimated to be less than minus 5%.
Our target price is the price at which we believe the shares should trade if fundamentally fairly valued on the recommendation publication date.
Clarksons Platou Securities’ fixed income research team operates with 3 recommendation categories based on the relative risk premium:
||The risk premium is considered as favourable relative to credit risk
||The risk premium is considered as acceptable relative to credit risk
||The risk premium is not considered as acceptable relative to risk Credit Ratings
All credit ratings are Clarksons Platou Securities AS’ own credit rating estimate, unless otherwise mentioned. All descriptions of instrument and loan agreement structures and features are obtained from sources which Clarksons Platou Securities AS believes to be reliable, but Clarksons Platou Securities AS has not performed any independent verification thereof and does not represent or warrant its accuracy. Everyone considering an investments in bonds or other debt instruments are requested to read and understand the specific and complete loan agreement or other material supporting or documenting such bonds or other instruments prior to making any investment decision.
Risks related to investments and recommendations
Any investment involves risks, such as the risk of no yield or the risk of losing some or all of the capital invested. Several factors could cause the actual results, performance or achievements of the companies and instruments described in any report or recommendation to be materially different from any future results, performance or achievements that may be expressed or implied by statements and information therein, including, among others and without limitation, risks or uncertainties associated with the companies’ business, segments, development, growth management, financing, market acceptance and relations with customers and counterparties. More generally an investment will involve risks related to general economic and business conditions, changes in domestic and foreign laws and regulations, taxes, changes in competition and pricing environments, fluctuations in currency exchange rates and interest rates and other factors. Should one or more of such risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in any report or recommendation. Some investments discussed by Clarksons Platou Securities AS have high volatility and may therefore experience sudden and large changes in value that may cause the investor to lose all or part of their capital investment. International investing may include additional risks related to political and economic uncertainties as well as currency risk.
The risk rating is calculated using a weighted average of earnings/cash flow predictability, earnings quality and backward-looking asset beta. For the most illiquid stocks, the risk rating is also adjusted for liquidity risk. The risk rating is then converted to asset beta and used to calculate the cost of capital. It is thus implicitly included in our fair value calculations. Any opinions or views expressed or referenced by Clarksons Platou Securities AS will always be based on numerous assumptions. Different assumptions could result in materially different results. Furthermore, the assumptions may not be realized. The analyst’s assessment of risk is identified by the following terms:
||The financial instrument is likely to be considerably more volatile than the general index. The reason may be the characteristics of the company or the company’s industry, or issues associated with the share as a security, such as a recent listing, a limited free float or the expectation of corporate action.
||The financial instrument is expected to be about as volatile as the general index.
||The financial instrument is expected to fluctuate less than the general index, and the company, the share or the industry has inherent characteristics that reduce the expected volatility of the price.
Additional Research Disclosure Legends
For an overview of Clarksons Platou Securities recommendations for the last 12 months for any specific company, including data on changes in recommendations, log on to web page and click “Research Reports”, then search “Product”, “Sector” or “Company” and click “search”. Here you will find previous recommendations, reports etc. Please be aware that certain informal recommendations may be excluded.
Statistics on Recommendations
Please see PFD-file for quarterly statistics on the overall ratio of "Buy”, “Neutral” and “Sell” in Clarksons Platou Securities AS recommendations in financial instruments and in financial instruments where Clarksons Platou Securities AS has provided investment banking services to the issuer in the previous 12 months.
Clarksons Platou Securities AS does not alone, or together with related companies or persons, hold more than 1% of the total share capital of any company on which it issues research or recommendations. Clarksons Platou Securities AS may have holdings in companies as a result of market making operations and/or underlying shares as a result of derivatives trading. Clarksons Platou Securities AS may buy or sell such shares both for its own account as a principal or as an agent. Please see PDF-File for an overview of Clarksons Platou Securities AS’ and/or its employees’ positions in financial instruments.
Investment services and duty of confidentiality
All employees of Clarksons Platou Securities AS are subject to duty of confidentiality towards clients and with respect to handling of inside information. Clarksons Platou Securities AS has established information barriers (Chinese Walls) to separate departments within Clarksons Platou Securities AS where potential conflicts of interest may arise. The analysts within Clarksons Platou Securities AS equity research department are separated from the Corporate Finance department in order to control the flow of information and are subject to internal rules on the handling of inside and other confidential information, unpublished research material and contact with other departments. The object of the internal rules is to ensure that no analyst will abuse or cause other to abuse confidential information. The information barriers consist of a number of measures in order to prevent and/or reduce the risk for sensitive information to fall to an unauthorized third party and for the purpose of minimizing conflicts of interest within Clarksons Platou Securities AS and in the Clarksons Platou Group and between clients.
Clarksons Platou Securities’ ultimate parent is Clarkson PLC, which is the world’s leading integrated shipping services group, operating from 48 offices located in 23 countries on five continents. As a result of its pre-eminent position within the shipping industry, the group has an established course of dealing, stretching in some cases over many decades, with key participants in the industry.
Please see the PDF-file for a list of companies, to which Clarksons Platou Securities AS has provided investment banking services the last 12 months. Please note that Clarksons Platou Securities AS may have received assignments that are not publicly known and that we are currently not obliged to reveal due to professional secrecy and confidentiality.
Compensation schemes for analysts
Clarksons Platou Securities AS has no agreements with issuers with respect to dissemination of recommendations. Our analysts have not been, nor are or will be, receiving direct or indirect compensation in exchange for expressing any of the views or the specific recommendation contained in any of our recommendations or reports. The analysts of Clarksons Platou Securities AS’ research department are eligible to remuneration from Clarksons Platou Securities AS’ general bonus scheme.
Important Disclosures for recipients in the U.S.
When a report is prepared in whole or in part by Clarksons Platou Securities AS, a non-U.S. broker-dealer that is not registered in the United States, such report is intended for distribution in the United States solely to "major U.S. institutional investors" in reliance on the exemption from broker-dealer registration provided by Rule 15a-6 under the United States Securities Exchange Act of 1934, as amended, and may not be furnished to any other person in the United States. Each major U.S. institutional investor that receives a copy of such a report by its acceptance thereof represents and agrees that it shall not distribute or provide copies to any other person. Any US recipient of such a report that desires to effect transactions in any securities discussed in the report should do so through Clarksons Platou Securities, Inc., a U.S. registered broker-dealer and an affiliate of Clarksons Platou Securities AS. All such transactions will be effected pursuant to Rule 15a-6 of the Securities Exchange Act of 1934 and related interpretations.
Important Disclosures for recipients in Canada
The information contained in any research report prepared by Clarksons Platou Securities is not, and under no circumstances is to be construed as, a prospectus, an advertisement, a public offering, an offer to sell securities described herein, solicitation of an offer to buy securities described herein, in Canada or any province or territory thereof. Any offer or sale of the securities described in such research report in Canada will be made only under an exemption from the requirements to file a prospectus with the relevant Canadian securities regulators and only by a dealer properly registered under applicable securities laws or, alternatively, pursuant to an exemption from the dealer registration requirement in the relevant province or territory of Canada in which such offer or sale is made. Under no circumstances is the information to be construed as investment advice in any province or territory of Canada and is not tailored to the needs of the recipient. In Canada, the information is intended solely for distribution to Permitted Clients (as such term is defined in National Instrument 31-103) with whom Clarksons Platou Securities deals pursuant to the international dealer exemption. To the extent that the information references securities of an issuer incorporated, formed or created under the laws of Canada or a province or territory of Canada, any trades in such securities may not be conducted through Clarksons Platou Securities. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon these materials, the information contained herein or the merits of the securities described herein and any representation to the contrary is an offense.
United Kingdom and MiFID passport jurisdictions:
Distribution of research reports in the UK is governed by the FCA Rules. Clarksons Platou Securities AS’ research reports are intended only for distribution to Professional Clients and Eligible Counterparties (as defined under the rules of the FCA) and must not be distributed to private customers and investors in the United Kingdom.
The distribution and receipt of Clarksons Platou Securities AS’ research reports may be restricted by rules and regulations in certain jurisdictions. Furthermore, the securities referred to in our research reports may in some jurisdictions not be eligible for sale. Persons into whose possession our research reports may come are required to inform themselves about and to comply with all applicable laws and regulations in force in any jurisdiction in or from which it invests or receives or possesses the research reports and must obtain any consent, approval or permission required under the laws and regulations in force in such jurisdiction.
Limitation of Liability
Research Reports are prepared without regard to any particular investors’ objectives, financial situation or needs, and does not provide individually tailored investment advice or offer tax, regulatory, accounting or legal advice. The securities discussed in Clarksons Platou Securities AS’ research reports may not be suitable for all investors. All research reports have been prepared and issued for distribution to professional investors only and all recipients should seek independent investment advice prior to making any investment decision based on any information contained in the research reports. Prior to entering into any proposed transaction, recipients should determine, in consultation with their own investment, legal, tax, regulatory and accounting advisors, the economic risks and merits, as well as the legal, tax, regulatory and accounting characteristics and consequences, of the transaction.
Clarksons Platou Securities AS and/or its affiliates and associated persons, including salespeople and traders, may provide oral or written market commentary or trading strategies to clients that reflect opinions that are contrary to the opinions expressed in any research report.
Neither Clarksons Platou Securities AS nor any of its affiliates or any such person’s affiliates, officers, employees or advisers accept any liability whatsoever as to any errors, omissions or misstatements contained in any report, recommendation or other investor information and, accordingly, expressly disclaim any and all liabilities for any and all losses (whether direct or indirect) related to investments caused by or motivated by any of such documents. Any person receiving our material is deemed to have accepted this disclaimer which shall apply also should the estimates or opinions shown turn out to be to erroneous or incomplete or based upon incorrect or incomplete facts, interpretations or assessments or assumptions by Clarksons Platou Securities, and irrespective of whether Clarksons Platou Securities AS or any person related to Clarksons Platou Securities AS are at fault.
Financial statements included in any report, if any, may have been prepared in accordance with non-U.S. accounting standards that may not be comparable to the financial statements of United States companies. It may be difficult to compel a non-U.S. company and its affiliates to subject themselves to U.S. laws or the jurisdiction of U.S. courts.