TIDMSHIP
RNS Number : 7790D
Tufton Oceanic Assets Ltd.
11 October 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.
Tufton Oceanic Assets Limited (the "Company")
Result of Placing and Offer for Subscription of C Shares
Tufton Oceanic Assets Limited (ticker: SHIP) today announces
that it has raised gross proceeds of US$78,400,000 pursuant to the
Placing and Offer for Subscription of C Shares, as described in the
prospectus published by the Company on 25 September 2018.
Application has been made in respect of 78,400,000 C Shares to
be admitted to trading on the Specialist Fund Segment of the Main
Market of the London Stock Exchange plc ("Admission"). It is
expected that Admission will become effective and that dealings in
the C Shares will commence at 8.00 a.m. (London time) on Tuesday 16
October 2018. The C Shares will trade under the ticker SHPC (ISIN:
GG00BG0QZS28).
C Share Information
The C Shares will convert into Ordinary Shares ranking pari
passu with the existing Ordinary Shares on the basis of the
conversion ratio which will be calculated, inter alia, on the
earlier of (i) 80 per cent. of the assets attributable to the C
Share class being invested; or (ii) twelve months after the
allotment of the C Shares ("Conversion").
Any income earned on C Shares prior to Conversion will be
attributable in full to holders of C Shares. Ordinary Shares
arising on Conversion will rank pari passu with the Ordinary Shares
in issue at the time of Conversion but will not be entitled to
participate in any dividends or other distributions declared or
payable in respect of the Ordinary Shares prior to Conversion.
Total Voting Rights
Following Admission, the Company will have 91,000,000 Ordinary
Shares and 78,400,000 C Shares in issue. The C Shares carry the
right to receive notice of, attend and vote at general meetings of
the Company. The Company does not hold any Ordinary Shares in
Treasury. Therefore, the total number of voting rights of the
Company will be 169,400,000 and this figure may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest, or a
change to their interest in, the Company under the FCA's Disclosure
Guidance and Transparency Rules.
Capitalised terms used in this announcement and not otherwise
defined will have the meanings given to them in the Prospectus.
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
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
MSCGGGPPUUPRGPG
(END) Dow Jones Newswires
October 11, 2018 08:27 ET (12:27 GMT)
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