THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.                                  

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

Taylor Maritime Limited (the Company)

Sale of three handysize vessels

Taylor Maritime Limited (the Company and together with its subsidiaries, the Group) is pleased to announce that it has reached agreement to sell three handysize vessels for a gross cash consideration estimated at $48.6 million. The disposals are part of the Company's strategy of the managed realisation of its assets as announced on 20 March 2026 and further described in the announcement of the financial results for the year ended 31 March 2026 on 17 July 2026.  The sales are expected to complete in Q3 of this calendar year and it is expected that the majority of the net sale proceeds once received will be returned to shareholders of the Company by means of a further compulsory partial redemption of shares.

Background to the Transactions

The Company has been pursuing a strategy of selling its vessels and returning capital to shareholders.  The Company has now agreed to dispose of its interests in three handysize vessels for an aggregate gross cash consideration estimated at $48.6 million pursuant to two transactions (together the Transactions and each a Transaction). 

The first Transaction involves the sale of one handysize vessel (Vessel A) for $15 million to a subsidiary of T3 Holding Limited (T3), a company which is controlled by the Company's Chief Executive Officer, Edward Buttery, and is a related party transaction for the purposes of the UK Listing Rules (UKLRs), as described further below. As at 31 March 2026 Vessel A was valued for the purposes of the Company's accounts at $13.7 million.

The second Transaction involves the disposal of two handysize vessels (Vessels B and C) by the Company's subsidiary, TMI Holdco Limited (Holdco), via sales of its 49 per cent. equity interest in its wholly owned subsidiary, Lumina (MI) Limited (the Sale Company), which will indirectly own Vessels B and C prior to completion of such sale, to an unrelated third party, Hermes World Maritime S.A. (Hermes), and the remaining 51 per cent. equity interest in that company to T3. These sales will enable the complete disposal of the Group's interests in Vessels B and C for an estimated[1] aggregate consideration on completion of this Transaction of $33.6 million. As at 31 March 2026 Vessels B and C were valued for the purposes of the Company's accounts at $16.2 million and $17.2 million, respectively.

The second Transaction is also a related party transaction.  Further, the first and second Transaction, when aggregated, comprise a significant transaction under the UKLRs, as described further below.

All of Vessels A, B and C are employed by the Company on fixed duration time charter contracts, completing between November 2026 and March 2027 which have been in place since 2025 and are below current market rates.

Both of the Transactions are conditional upon certain closing and delivery conditions and are expected to complete in Q3 of this calendar year.

Use of Proceeds

The majority of the net proceeds of the Transactions are expected to be returned to shareholders by means of a compulsory partial redemption of shares (subject to the retention of appropriate levels of working capital) to be effected following completion of the Transactions.  

Impact on the Company

The Transactions are part of the Company's strategy of the managed realisation of its assets as announced on 20 March 2026.  The Transactions follow a number of prior disposals of assets and will leave the Company with a remaining fleet of 2 vessels[2].  The Company will continue its objective of maximising the value achieved for shareholders from   the disposals of the Company's remaining assets. Following completion of the Transactions, the Company will no longer receive charter income from the Vessel A, B and C, and sufficient working capital will be maintained to support the continued operation of the Company until the conclusion of the managed wind-down.

The board of the Company (the Board) considers that the Transactions are in the best interest of the Company and its shareholders as a whole. The Board believes that the Transactions further the objective to dispose of the Company's assets as expeditiously as possible and thus to enable another compulsory redemption in due course.

Appendix I to this Announcement contains a summary of the principal terms of the Transactions.

Financial Information

Financial information on the Transactions is set out in Appendix II.

Further Information

Further information on the Transactions required to be disclosed under the UKLRs is contained in Appendices III to VII.

UK Listing Rules and categorisation of the Transactions

Both of the Transactions comprise related party transactions for the purpose of UKLR 8.2.1.  The Board unanimously believes that the Transactions are fair and reasonable as far as the shareholders of the Company are concerned and the Board has been so advised by the Company's sponsor, Jefferies International.

In addition, the Transactions constitute a significant transaction for the purpose of UKLR 7.1.3 as the Transactions, when aggregated, result in percentage ratios for the consideration test of over 25 per cent.  In accordance with the UKLRs, the Transactions are not subject to the approval by the Company's shareholders.

The person responsible for arranging for the release of this announcement on behalf of the Company is Matt Falla, Company Secretary.

Important Notices

No statement in this announcement is intended as a profit forecast and no statement in this announcement should be interpreted to mean that the future earnings per share, profits, margins or cash flows of the Company following the Transactions will necessarily match or be greater than the historical published earnings per share, profits, margins or cash flows of the Company.

This announcement may include 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 "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.

Shareholders are advised to read this announcement in its entirety for a further discussion of the factors that could affect the Company's future performance. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.

This announcement does not constitute and should not be construed as, an offer to purchase or sell or issue securities, or otherwise constitute an inducement, invitation, commitment, solicitation or recommendation to any person to purchase, subscribe for, or otherwise acquire securities in the Company, or constitute an inducement to enter into any investment activity in any jurisdiction. Nothing contained in this announcement is intended to, nor shall it, form the basis of, or be relied on in connection with, any contract or commitment whatsoever and, in particular, must not be used in making any investment decision.

The distribution of this announcement in or from certain jurisdictions may be restricted or prohibited by the laws of any jurisdiction other than the UK. Recipients of this announcement are required to inform themselves of, and comply with, all restrictions or prohibitions in such other jurisdictions. Any failure to comply with applicable requirements may constitute a violation of the laws and/or regulations of such other jurisdictions.

This announcement has been prepared for the purposes of complying with the applicable law and regulation of the UK (including the UKLRs and the Disclosure Guidance and Transparency Rules) and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the UK.

Save as required by the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules, the UKLRs or by applicable law, the Company expressly disclaims any intention, obligation or undertaking to update, review or revise any of the information or the conclusions contained herein, including forward-looking or other statements contained in this announcement, or to correct any inaccuracies which may become apparent whether as a result of new information, future developments or otherwise.

Appendix I - Summary of the principal terms of the Transactions

The first Transaction

The first Transaction is being made pursuant to an agreement between the Company's wholly-owned subsidiary, Julius (MI) Limited (the Vessel A Seller) and T3 and relates to the sale of Vessel A to T3 for $15 million payable on completion, which is expected to occur by 30 September 2026. The sale of the vessel is being effected on shipping industry standard sale terms and includes certain representations and warranties given by the Vessel A Seller to T3.

The second Transaction

The second Transaction is being implemented in two parts.  The first involves an agreement to transfer  Holdco's 49 per cent. equity stake in the Sale Company to Hermes for gross consideration estimated to be $16.4 million (subject to customary closing adjustments). The second involves an agreement to transfer Holdco's remaining 51 per cent. equity stake in the Sale Company to T3 for a consideration estimated to be $17.2 million (subject to customary closing adjustments). Prior to completion of the second Transaction, Holdco will procure the transfer of Vessel B from Mallius (MI) Limited (the Prior Owner of Vessel B) to a subsidiary of the Sale Company and the transfer of Vessel C from IVS Bulk 554 Pte Ltd (the Prior Owner of Vessel C) to a subsidiary of the Sale Company.

Following the above steps, the Group will have disposed of its entire interests in the two vessels, subject to completion of such transactions which is expected to occur by 30 September 2026.  The gross proceeds receivable by the Group at completion are expected to be approximately $33.6 million.  Holdco has provided certain representations and warranties in relation to the sale of its interests in the Sale Company to Hermes and T3, which are subject to certain customary limitations.

Continued Management

Under the Transactions, Taylor Maritime Pte Limited, a wholly owned subsidiary of the Company, will be engaged for a transitional period to provide commercial management services and corporate administration services under separate agreements to T3 and to the Sale Company.

Appendix II - Financial Information

The following information is a summary of the key financial information relating to Vessels A, B and C and is extracted for the Vessel A Seller, the Prior Owner of Vessel B and the Prior Owner of Vessel C, respectively, without material adjustment, from the consolidation schedules that underlie the Company's audited consolidated accounts for the financial years ended 31 March 2026, expressed in thousands of US$.

Vessel A Seller

Extract of balance sheet and income statements for FYs ended 31 March 2025 and 2026

Prior Owner of Vessel B

Extract of balance sheet and income statements for FYs ended 31 March 2025 and 2026

Prior Owner of Vessel C

Extract of balance sheet and income statements for FYs ended 31 March 2025 and 2026

Notes to the above:

1 With effect from 1 April 2025, the Company ceased applying the investment entity exemption under IFRS 10 and started consolidating all of its investments in subsidiaries with effect from that date. Prior to 1 April 2025, investment-holding entities were measured at fair value through profit or loss in accordance with IFRS 9.  Full details of this change to the basis of preparation and consolidation are described in the Company's Annual Report and Audited Consolidated Financial Statements for the year ended 31 March 2026, announced on 17 July 2026.

2 The assets and liabilities of the Prior Owner of Vessel B and the Prior Owner of Vessel C (other than the relevant vessel) will not be transferred to the respective subsidiary of the Sale Company under the second Transaction.

3 Regarding the sale of interests in the Sale Company under the second Transaction, the information required by UKLR 7, Annex 2.2(2) and 2.2(3) is not available as the Sale Company is a newly incorporated entity for the purposes of the second Transaction. As referenced in the main body of this announcement, the value of the overall consideration for the second Transaction compares with a book value of $33.3 million for Vessels B and C.  As such, the Board considers the consideration is fair as far as the shareholders of the Company are concerned.

Impact on the Company

The Company notes that Transactions, based on the FY25 Accounts, is expected to have the following financial impact on the Company:

-     Vessel A, Vessel B and Vessel C's revenues of $12.9 million, in aggregate, will no longer be contributed to the Company's results.

-     The gross asset value of Vessel A, Vessel B and Vessel C of $47.0 million, in aggregate, will no longer be contributed to the Company's results.

-     The current liabilities of Vessel A, Vessel B and Vessel C of $0.48 million, in aggregate, will no longer be contributed to the Company's results.

-     The proceeds of sale estimated to be $48.6 million will be used to pay certain expenses of the Transactions and the Company will consider distributing part of the net proceeds by way of compulsory partial redemption in due course and will otherwise be used for the Company's general working capital requirements.

Appendix III - Risk factors

Shareholders should carefully consider the risk factors described below. The risk factors below represent certain risks known to the Board as at the date of this announcement which the Board consider to be material and which relate to the Transactions, or that represent new or changed risks to the Company as a consequence of the Transactions. Shareholders should note that the risk factors set out below do not purport to comprise a complete list or explanation of all relevant risks which may affect the Company alone or in connection with the Transactions and are not set out in any order of priority. If any or a combination of the events described below actually occurs, the business, results of operations, financial condition or prospects of the Company could be materially and adversely affected. In such case, the market price of the Company's ordinary shares could decline, and shareholders may lose all or part of their investment.

Risks relating to the Transactions

The Transactions may not proceed to completion

Both the agreement in respect of the sale of Vessel A and the agreements in respect of the transfer of the 49 per cent. and 51 per cent. equity interests in the Sale Company to Hermes and T3, respectively, are subject to certain conditions. There can be no assurance that these conditions will be satisfied or waived and, accordingly, that completion of either or both of the first Transaction and the second Transaction will take place.

If either of the first Transaction or the second Transaction do not complete the Company will not receive the consideration in respect of these transactions. Further, some of the costs incurred by the Company in connection with any failed transaction (such as legal fees) would have been incurred without the receipt of those cash proceeds.

If either of the Transactions does not proceed to completion, there can be no guarantee that the Company will be able to secure another transaction involving Vessel A, Vessel B and/or Vessel C on terms equivalent to, or more favourable to the Transactions.

Exposure to liabilities and restrictions under the agreements relating to the Transactions

The agreements entered into in connection with the Transactions contain certain financial and other obligations of Holdco, including representations, warranties and indemnities given in favour of T3 and Hermes. The Company has taken steps to minimise the risk of liability through customary limitations of liability, however these provisions will not apply in all scenarios and any liability to make a payment arising from a successful claim by T3 or Hermes would reduce the consideration and have an adverse effect on the Company's business, results of operations, prospects and financial condition.

Material new risks factors to the Company as a result of the Transactions

The Company will forgo the future financial contribution of Vessels A, B and C and this may adversely affect the Company's business and its results. As set out in Appendix II, Vessel A contributed revenue of $4.25 million, Vessel B contributed revenue of $4.31 million and Vessel C contributed revenue of $4.31 to the Company in the financial year ended 31 March 2026.

Risks relating to any compulsory partial redemptions in connection with the Transactions

There is no guarantee that any compulsory partial redemptions will take place following the completion of the Transactions, or if it does, the level of capital to be returned to shareholders. The Board may determine, in its absolute discretion and having taken into consideration the Company's current and anticipated operational performance and working capital requirements, not to make any return of capital pursuant to a compulsory partial redemption or other means of distribution.

Rates of, and legislation and practice concerning, UK taxation may change. There is no guarantee that any capital returned to shareholders pursuant to any compulsory partial redemption will be taxed in a certain way, and any taxation will be dependent on the character and jurisdiction of the shareholder and the manner in which the ordinary shares are held. Shareholders who are in any doubt as to what their tax position would be, should any compulsory partial redemption be implemented, are encouraged to consult an appropriate professional adviser.

Appendix IV - Material Contracts

The Company

Save as disclosed in Appendix I - Summary of the principal terms of the Transactions, the Company has not entered into any material contract, other than contracts entered into in the ordinary course of business, for the two years immediately prior to the date of this announcement, that shareholders of Company would reasonably require for the purpose of making a properly informed assessment of the Transactions and their impact on the Company.

Vessels A, B and C

Save as disclosed in Appendix I - Summary of the principal terms of the Transactions, the Vessel A Seller, the Prior Owner of Vessel B and the Prior Owner of Vessel C being the owners of Vessels A, B and C respectively at the date of this announcement, have not entered into any material contract, other than contracts entered into in the ordinary course of business, for the two years immediately prior to the date of this announcement, that shareholders of Company would reasonably require for the purpose of making a properly informed assessment of the Transactions and their impact on the Company.

Appendix V - Related Party Transactions

Save as disclosed in this announcement and in the annual audited accounts for the three financial year period ending on 31 March 2026, the Company has not entered into any related party transactions relevant to the Transactions during such periods and up to the date of this announcement.

Appendix VI - Legal and arbitration proceedings

The Company

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) during the period covering the 12 months prior to the date of this announcement which may have, or have had in the recent past, a significant effect on the Company and/or the Company's financial position or profitability.

Vessels A, B and C

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) during the period covering the 12 months prior to the date of this announcement which may have, or have had in the recent past, a significant effect on the financial position or profitability of the Vessel A Seller, the Prior Owner of Vessel B or the Prior Owner of Vessel C.

Appendix VII - Significant Change 

The Company

Save in respect of the following, there has been no significant change in the financial performance or financial position of the Company since 31 March 2026, being the end of the last financial period for which financial information of the Company has been published:

(i)         the Company made a capital distribution totalling US$30 million to the Company's shareholders by way of a compulsory partial redemption of shares at a price of 85.83 US cents per share on 11 May 2026;

(ii)         the Company announced the sale of one vessel which was subject to a purchase option by the Company, generating net proceeds of $11.4 million on 23 June 2026;

(iii)        the Company made a capital distribution totalling US$45 million to the Company's shareholders by way of a compulsory partial redemption of shares at a price of 85.83 US cents per share on 10 July 2026; and

(iv)      the Company announced the completion of one vessel sale and one joint venture vessel divestment, together generating net proceeds of $28.0 million on 24 July 2026.

Vessels A, B and C

There has been no significant change in the financial performance or financial position of the Vessel A Seller, the Prior Owner of Vessel B and the Prior Owner of Vessel C since 31 March 2026, being the end of the last financial period for which financial information of the Company has been published.