NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM) OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL. PLEASE SEE THE SECTION ENTITLED "IMPORTANT NOTE" TOWARDS THE END OF THIS ANNOUNCEMENT.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR"). Upon publication of this announcement, the inside information is now considered to be in the public domain for the purposes of MAR.
Tufton Oceanic Assets Limited
(The "Company")
Proposed Placing under Placing Programme
Background
Further to the announcement on 31 January 2019, Tufton Oceanic Assets Limited (ticker: SHIP) today announces an update on its intention to raise further capital.
The Investment Manager has identified an attractive pipeline of secondhand vessels and in order to capitalise on these opportunities the Company is now planning to raise up to US$75 million by way of a placing of new Ordinary Shares under the Company's Placing Programme pursuant to the prospectus published by the Company on 25 September 2018 (respectively the "Placing" and the "Prospectus").
The Company's investments will be diversified across the core shipping Segments in line with where the Investment Manager identifies attractive opportunities with the intention of the Portfolio benefiting from a mix of strong cash yield and moderate capital gain potential.
The Investment Manager anticipates that the continuing focus of investment will be on the Tanker, Containership and General Cargo Segments with opportunistic investments in the Bulker Segment. The Portfolio will continue an emphasis on medium to long term Time and Bareboat Charters strategies.
Proposed Placing under Placing Programme
The proposed Placing will take place through the Company's joint brokers, Hudnall Capital LLP ("Hudnall Capital") and N+1 Singer Advisory LLP ("N+1 Singer") (together "the Joint Bookrunners").
The issue price per new Ordinary Share issued under the Placing will be $1.02 per Ordinary Share. This represents a discount of 3.8 per cent. to the closing price per Ordinary Share of $1.06 at the close of business on 20 February 2019, and a 3.3 per cent. premium to the Company's NAV per Ordinary Share as at 31 December 2018. The new Ordinary Shares will be eligible for the dividend payable in respect of the period from 1 January 2019 to 31 March 2019 which is expected to be declared at the end of April 2019. Based on the Company's NAV as at 31 December 2018, the Placing will be NAV accretive for existing shareholders.
The Placing shall commence immediately following this announcement and is expected to close at 1.30 p.m. (London time) on 8 March 2019, but may be closed earlier or later at the discretion of the Company and the Joint Bookrunners. The final number of new Ordinary Shares will be agreed between the Company and the Joint Bookrunners following close of the Placing, and announced shortly thereafter.
The Joint Bookrunners may choose to accept applications, either in whole or in part, on the basis of allocations determined in agreement with the Company, and may scale back any applications for this purpose on such basis as the Company and the Joint Bookrunners may determine. The Joint Bookrunners may also, notwithstanding the above and subject to the prior consent of the Company: (i) allocate new Ordinary Shares after the time of any initial allocation to any person submitting an application after that time, and (ii) allocate new Ordinary Shares after the Placing has closed to any person submitting an application after that time. The Company's Board, in consultation with the Joint Bookrunners, may also decide not to proceed with the Placing for any reason. In this case, an announcement will be made by the Company.
Application will be made to the London Stock Exchange for the new Ordinary Shares to be admitted to the Specialist Fund Segment of the London Stock Exchange's main market ("Admission"). It is expected that Admission will become effective on 14 March 2019 and that dealings in the new Ordinary Shares will commence at that time.
The Placing is being made pursuant to the terms and conditions set out in Part 12 of the Prospectus. Investors are invited to apply for new Ordinary Shares pursuant to the Placing by contacting their usual contact at Hudnall Capital or N+1 Singer.
A copy of the Prospectus is available on the National Storage Mechanism at www.morningstar.co.uk/uk/nsm as well as on the Company's website at http://www.tuftonoceanicassets.com/company-documents/.
Expected Timetable
Each of the times and dates set out below and mentioned elsewhere in this document may be adjusted by the Company, in which event details of the new times and dates will be announced via a Regulatory Information Service. References to a time of day are to London time.
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Placing opens |
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21 February 2019 |
Latest time and date for commitments under the Placing |
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1.30 p.m. on 8 March 2019 |
Trade date |
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11 March 2019 |
Admission |
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8.00 a.m. on 14 March 2019 |
Crediting of CREST stock accounts in respect of the new Ordinary Shares |
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14 March 2019 |
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Unless otherwise defined, capitalised terms in this announcement shall have the meaning given to them in the Prospectus.
For further information, please contact:
Tufton Oceanic Ltd Andrew Hampson Paulo Almeida |
Tel: +44 (0) 20 7518 6700 |
N+1 Singer James Maxwell, Alex Bond (Corporate Finance) Alan Geeves, James Waterlow, Sam Greatrex (Sales) |
Tel: +44 (0) 20 7496 3000 |
Hudnall Capital LLP Andrew Cade |
Tel: +44 (0) 20 7520 9085 |
About the Company
Tufton Oceanic Assets Limited invests in a diversified portfolio of secondhand commercial sea-going vessels with the objective of delivering strong cash flow and capital gains to investors. The Company's investment manager is Tufton Oceanic Ltd. The Company has raised a total of approximately $170m (gross) through its Initial Public Offering on the Specialist Fund Segment of the London Stock Exchange, on 20 December 2017, and a subsequent placing and offer in October 2018.
Important Information
Members of the public are not eligible to take part in the Placing. This announcement and the terms and conditions referred to herein are directed in the United Kingdom only at persons selected by the Joint Bookrunners who are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO") or "high net worth companies, unincorporated associations etc" falling within Article 49(2) of the FPO, or persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). This announcement and the terms and conditions referred to herein must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, persons in the United Kingdom who are Relevant Persons.
The new Ordinary Shares that are the subject of the Placing are not being offered or sold to any person in the European Union, other than to "qualified investors" as defined in Article 2.1 of Directive 2003/71/EC, which includes legal entitles which are regulated by the Financial Conduct Authority or entities which are not so regulated whose corporate purpose is solely to invest in securities.
All offers of new Ordinary Shares will be made pursuant to the Prospectus. In the United Kingdom, this announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not apply.
The information in this announcement is for information 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. The material set forth herein is not intended, and should not be construed, as an offer of securities for sale or subscription in the United States or any other jurisdiction. Any purchase of Ordinary Shares should be made solely on the basis of the information contained in the Prospectus issued by the Company in connection with the Placing Programme and Admission.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, South Africa or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions 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.
The Company will not be registered under the US Investment Company Act of 1940, as amended. In addition, the Shares referred to herein have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") or under the securities laws of any state of the United States and may not be offered or sold in the United States or to or for the account or benefit of US persons absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable State securities laws. The offer and sale of Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of any state, province or territory of Australia, Canada, South Africa or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no offer of the Shares in the United States, Australia, Canada, South Africa or Japan.
Hudnall and N+1 Singer are both authorised and regulated in the United Kingdom by the Financial Conduct Authority, and are acting exclusively for the Company and no-one else in connection with the Placing Programme and Admission. They will not regard any other person as their respective clients in relation to the Placing Programme and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Placing Programme and Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
None of the Company, the Investment Manager, Hudnall or N+1 Singer or any of their respective affiliates accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. The Company, the Investment Manager, Hudnall and N+1 Singer and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Company's board of directors' current beliefs and expectations about future events. 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. These forward-looking statements include all matters that are not historical facts. 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, the results of operations, financial condition prospects, growth and dividend policy of the Company and the industry in which it operates. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. Forward looking statements speak only as of the date of this announcement.
