TIDMSHIP
RNS Number : 8912B
Tufton Oceanic Assets Ltd.
25 September 2018
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 OF THIS ANNOUNCEMENT.
This announcement is an advertisement and does not constitute a
prospectus and investors must subscribe for or purchase any shares
referred to in this announcement only on the basis of information
contained in the prospectus published by Tufton Oceanic Assets
Limited on 25 September 2018 (the "Prospectus") and not in reliance
on this announcement. Copies of the Prospectus may, subject to any
applicable law, be obtained from the registered office of the
Company. This announcement does not constitute, and may not be
construed as, an offer to sell or an invitation to purchase,
investments of any description, or a recommendation regarding the
issue or the provision of investment advice by any party.
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
("Tufton Oceanic Assets" or the "Company")
PROPOSED PLACING AND OFFER OF C SHARES
and
PLACING PROGRAMME
Tufton Oceanic Assets Limited (ticker: SHIP) today announces an
update on its intention to raise further capital.
The Company has today published a prospectus (the "Prospectus")
in relation to:
-- a proposed Placing and Offer for Subscription of C Shares for
a target issue of up to 100 million C Shares at US$1.00 per C
Share; and
-- a Placing Programme of 200 million Ordinary Shares and/or 200 million C Shares.
Background
On 3 September 2018 Tufton Oceanic Assets announced its
intention to raise further capital by way of an offering of C
shares in the Company. Since listing on the Specialist Fund Segment
of the Main Market in December 2017, the Company has made seven
investments and has now fully invested the net proceeds of its
initial public offering in less than nine months. The Company has
also paid its maiden dividend of US$0.015 per Ordinary Share and
expects to a pay a quarterly dividend of US$0.0175 per Ordinary
Share from 3Q18, in line with its stated objective of 7%* per annum
for 2019 onwards. With the seventh investment, the 7%* dividend
will be over 1.6x covered by operating cash flow after capex
provisions and all fees and expenses.
The Board believes that capital availability for shipping
continues to be constrained, and the supply side recovery is
continuing and driven by an order book near a 20-year low while
second hand prices in many shipping segments continue to be
significantly below depreciated replacement cost.
The Investment Manager has identified an attractive pipeline of
second hand vessels and in order to capitalise on these
opportunities the Company is now planning to raise up to US$100
million by the issue of C Shares and also to initiate a Placing
Programme that will permit the Company to issue up to a further 200
million Ordinary Shares and/or 200 million C Shares over the next
12 months.
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 Containership, Tanker and General Cargo
Segments with opportunistic investments in the Bulker Segment. The
Portfolio will continue an emphasis on long term Bareboat and Time
Charters strategies.
Prospectus
The Prospectus will shortly be available for inspection at the
National Storage Mechanism (www.morningstar.co.uk/uk/nsm), and also
on the Company's website (http://www.tuftonoceanicassets.com)
subject to applicable securities laws, and is available for viewing
at the Company's registered office at 3(rd) floor, 1 Le Truchot, St
Peter Port, Guernsey, GY1 1WD.
Capitalised terms used in this announcement and not otherwise
defined will have the meanings given to them in the Prospectus.
Expected Issue Timetable
Placing and Offer for Subscription 25 September 2018
opens
Latest time and date for applications 11.00 a.m. on 10 October
under the Offer for Subscription 2018
Latest time and date for commitments 3 p.m. on 10 October
under the Placing 2018
Announcement of the results of the 12 October 2018
Issue
Admission and dealings in the C Shares 8.00 a.m. on 16 October
commence 2018
Crediting of CREST stock accounts 16 October 2018
in respect of the C Shares
Share certificates despatched in week commencing 22 October
respect of the C Shares 2018 (or as soon as
possible thereafter)
*This is a target only and not a profit forecast. There can be
no assurance that the target can or will be met and should not be
taken as an indication of the Company's expected or actual future
results. Accordingly, potential investors should not place any
reliance on this target in deciding whether or not to invest in the
Company or assume that the Company will make any distributions at
all and should decide for themselves whether or not the target
dividend yield is reasonable or achievable. The target dividend
yield is based on the IPO issue price of US$1.00 per ordinary
share.
Enquiries
Tufton Oceanic Limited (Investment
Manager)
Andrew Hampson
Paulo Almeida +44 (0) 20 7518 6700
N+1 Singer
James Maxwell, Alex Bond (Corporate
Finance)
Alan Geeves, James Waterlow,
Sam Greatrex (Sales) +44 (0) 20 7496 3000
Hudnall Capital LLP
Andrew Cade +44 (0) 20 7520 9085
About the Company
Tufton Oceanic Assets Limited was established to invest
in a diversified portfolio of secondhand commercial
sea-going vessels delivering strong cash flow and capital
gains to investors. The Company's investment manager
is Tufton Oceanic Limited. The Company was admitted
to the Specialist Fund Segment of the London Stock
Exchange's main market on 20 December 2017.
Important Information
The contents of this announcement, which have been prepared by
and are the sole responsibility of Company, have been approved by
Tufton Oceanic Ltd, as a financial promotion solely for the
purposes of section 21(2)(b) of the Financial Services and Markets
Act 2000 ("FSMA").
FCA-authorised firms conducting designated investment business
with retail customers under the Conduct of Business Sourcebook
published by the FCA Rules are reminded that securities admitted to
trading on the Specialist Fund Segment will be securities that may
have characteristics such as: (i) variable levels of secondary
market liquidity; (ii) sophisticated corporate structures; (iii)
highly leveraged structures; and (iv) sophisticated investment
propositions with concentrated risks and are therefore intended for
institutional, professional and highly knowledgeable investors
The information 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. The material set
forth herein is for information purposes only and is not intended,
and should not be construed, as an offer of securities for sale in
the United States or any other jurisdiction.
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 public offer of the Shares in the United
States, Australia, Canada, South Africa or Japan.
Any purchase of Shares in the Issue and/or Placing Programme
should be made solely on the basis of the information contained in
the Prospectus issued by the Company in connection with the Issue,
the Placing Programme and Admission. No reliance may or should be
placed by any person for any purposes whatsoever on the information
contained in this announcement or on its completeness, accuracy or
fairness.
This announcement does not constitute a recommendation
concerning the Issue and/or the Placing Programme. The value of
Shares can decrease as well as increase. Potential investors should
consult a professional advisor as to the suitability of the Issue
and/or Placing Programme for the person concerned. Past performance
or information in this announcement cannot be relied upon as a
guide to future performance.
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
Issue, the Placing Programme and Admission. They will not regard
any other person as their respective clients in relation to the
Issue, 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 Issue, 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.
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.
END
PDIPGUCGBUPRGWA
(END) Dow Jones Newswires
September 25, 2018 09:16 ET (13:16 GMT)
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