Proposed Placing to Fund Acquisition Pipeline

RNS Number : 5852F

Taylor Maritime Investments Limited

19 July 2021

 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") (OTHER THAN ANY MEMBER STATE OF THE EEA WHERE SECURITIES MAY BE LAWFULLY MARKETED) OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY INVESTMENTS IN ANY JURISDICTION.

PLEASE SEE THE SECTION ENTITLED "IMPORTANT LEGAL INFORMATION" TOWARDS THE END OF THIS ANNOUNCEMENT.

19 July 2021

Taylor Maritime Investments Limited (the "Company")

Proposed Placing to Fund Acquisition Pipeline

The Board of Taylor Maritime Investments Limited, the specialist dry bulk shipping company, is pleased to announce a proposed non pre-emptive placing of new ordinary shares in the capital of the Company (the "New Ordinary Shares") seeking to raise a target of US$75 million of gross proceeds (the "Placing") to be immediately used to acquire up to six Handysize vessels.

The New Ordinary Shares will be offered to institutional investors at a price of US$1.15 per New Ordinary Share (or the Sterling equivalent) (the "Issue Price"). The Issue Price represents a premium of 2.1% to the unaudited NAV of US$1.1263 per Ordinary Share as at 30 June 2021 announced today. Investors in the Placing will be entitled to receive the Company's dividend for the initial period ended 30 September 2021, expected to be 1.75 cents (or the Sterling equivalent) per Ordinary Share, to be declared in October 2021.

Edward Buttery, Chief Executive Officer, said:

"The Handysize segment is currently attractive with a strong charter market and demand. Drawing on our in-depth knowledge of the sector, we have an excellent pipeline of vessel acquisition targets priced below depreciated replacement cost and are well positioned to take advantage of these market conditions to deliver additional value to our shareholders."

Background to the Placing

On 5 July 2021, the Company published a trading update for the initial period to 30 June 2021 which noted the following: 

· Net time charter rates up over 30% since 7 May 2021, the date of the Company's IPO prospectus (the "Prospectus")

· Portfolio valuation (25 vessels including those delivered and committed) up US$33.3 million (10.5%) as at 30 June 2021 over the aggregate vessel purchase price

· Delivered fleet (17 vessels as at 30 June 2021) yielding annualised unlevered gross cash yields of more than 20%

· Implied dividend cover on the delivered fleet of c.2.7 times which is expected to rise materially once the remaining eight vessels are delivered (two of which have since been delivered)

· Market rates strengthening faster than ship prices giving rise to attractive investment opportunities

The Company has today announced an unaudited NAV as at 30 June 2021 of US$1.1263 per Ordinary Share, an increase of c.15% since Initial Admission on 27 May 2021.

Given the opportunity that exists now to continue to acquire high quality vessels at attractive prices and take advantage of current charter rates generating annualized unlevered gross cash yields of more than 20%, the Company is seeking to raise a target of US$75 million of gross proceeds through the Placing to be immediately used to acquire up to six Handysize vessels from a wider near term pipeline of 14 vessels.

Each of the six vessels are Japanese built, with an average expected acquisition price of c.US$15 million, an average age in line with the Company's fleet average of 10.5 years and near term delivery dates.  All vessels in the immediate pipeline are expected to be fixed on new charters in the run-up to their delivery, or shortly thereafter, and should benefit from the strong rate environment.

Certain members of the Board and of the Executive Team currently intend to participate in the Placing.

Benefits of the Placing

The Directors believe the issuance of New Ordinary Shares will have the following benefits for Shareholders: 

· The additional capital raised will enable the Company to take advantage of current investment opportunities thereby capturing attractive market dynamics and further diversifying its Portfolio in terms of contract profile and duration;

· An increase in the market capitalisation of the Company should help to make the Company more attractive to a wider investor base;

· It is expected that the secondary market liquidity in the Ordinary Shares will be further enhanced as a result of a larger and more diversified shareholder base; and

· The Company's fixed running costs will be spread across a wider shareholder base, thereby reducing the ongoing costs ratio.

Further details of the Placing

The Placing is being conducted under the Company's existing Placing Programme in accordance with the Company's Prospectus. Terms used and not defined in this announcement have the meanings given in the Prospectus.

Jefferies International Limited ("Jefferies") is acting as sponsor, sole global co-ordinator, bookrunner and financial adviser to the Company in connection with the Placing. The Placing will be non-pre-emptive pursuant to the terms and conditions set out in the Prospectus and is expected to close no later than 3.00 pm on 23 July 2021 but may be closed earlier or later at the absolute discretion of Jefferies and the Company.

Application will be made to the Financial Conduct Authority and London Stock Exchange plc for the New Ordinary Shares to be issued pursuant to the Placing to be admitted to the premium segment of the Official List and to trading on the Main Market ("Admission"). It is expected that Admission will become effective, and dealings commence in respect of the New Ordinary Shares, at 8.00 a.m. on 28 July 2021.

The New Ordinary Shares issued pursuant to the Placing will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission. Investors participating in the Placing will be entitled to receive the dividend relating to the initial period ending 30 September 2021 (expected to be 1.75 cents or the Sterling equivalent) which is expected to be declared in October 2021.  

The Placing is not underwritten. The Placing may be scaled back by the Company for any reason, including where it is necessary to scale back allocations to ensure the Placing proceeds align with the Company's acquisition pipeline. Details of the number of New Ordinary Shares to be issued pursuant to the Placing will be determined by the Board (following consultation with Jefferies) and will be announced as soon as practicable after the close of the Placing. The Company will be able to increase the size of the Placing by re-allocating New Ordinary Shares from the Placing Programme to the Placing.  

The Issue Price is US$1.15 per New Ordinary Share. Participants in the Placing may also elect to subscribe for New Ordinary Shares in Sterling at a price per Ordinary Share equal to the Issue Price at the Relevant Sterling Exchange Rate. The Relevant Sterling Exchange Rate and the Sterling equivalent issue price are not known as at the date of this announcement and will be notified by the Company through an RIS announcement prior to Admission. The Issue Price has been set by the Board following their assessment of market conditions. By choosing to participate in the Placing and by making an oral and legally binding offer to subscribe for New Ordinary Shares, investors will be deemed to have read and understood this Announcement and the Prospectus in their entirety and to be making such offer on the terms and subject to the conditions in the Prospectus, and to be providing the representations, warranties and acknowledgements contained therein. 

A copy of the Prospectus is available for inspection on the National Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism as well as within the "For Investors" section of the Company's website at https://taylormaritimeinvestments.com/. Full details of the Terms and Conditions of the Placing are available in the Prospectus.

Timetable
Placing closes	3.00 pm on 23 July 2021
Announcement of the results of the Placing	7.00 a.m. on 26 July 2021
Admission and crediting of CREST accounts	8.00 a.m. on 28 July 2021

The dates and times specified above are subject to change. In particular, the Directors may (with the prior approval of Jefferies) bring forward, extend or postpone the closing time and date for the Placing. In the event that a date or time is changed, the Company will notify persons who have applied for Ordinary Shares by post, by electronic mail or by the publication of a notice through a Regulatory Information Service.

References to all times are to London times unless otherwise stated.

Dealing codes

The dealing codes for the Ordinary Shares are as follows:
ISIN	GG00BP2NJT37
SEDOL (in respect of Ordinary Shares traded in US Dollars)	BP2NJT3
SEDOL (in respect of Ordinary Shares traded in Sterling)	BP2NJW6
Ticker symbol of the Ordinary Shares traded in US Dollars	TMI
Ticker symbol of the Ordinary Shares traded in Sterling	TMIP

LEI: 213800FELXGYTYJBBG50

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation EU 596/2014 as it forms part of retained EU law (as defined in the European Union (Withdrawal) Act 2018).

For further information, please contact: Taylor Maritime Investments Limited Edward Buttery Alexander Slee [phone] [e-mail] Jefferies International Limited Investment Banking Stuart Klein Gaudi Le Roux Sector coverage Doug Mavrinac Hugh Eden Montfort Communications Nick Bastin Alison Allfrey Miles McKechnie [phone] [e-mail]

About the Company  

Taylor Maritime Investments Limited is a recently established, internally managed investment company listed on the Premium Segment of the Official List and traded on the Main Market of the London Stock Exchange.  The Company invests in a diversified portfolio of vessels which are primarily second-hand and which, historically, have demonstrated average yields in excess of the Company's target dividend yield of 7% p.a. and were acquired at valuations that are expected to be below long-term average prices.

The Company's initial investments comprise Geared Bulk Carriers (Handysize and Supramax types) employed utilising a variety of employment/Charter strategies.

The Company intends to pay dividends on a quarterly basis with dividends declared in January, April, July and October. The Company expects to declare its first dividend of 1.75 cents per Ordinary Share for the initial period ended 30 September 2021 in October 2021.  Once the Company is fully invested, the Company will target a Total NAV Return of 10 to 12% p.a. (net of expenses and fees but excluding any tax payable by Shareholders) over the medium to long term.

The Company has the benefit of an experienced Executive Team led by Edward Buttery.  The Executive Team previously worked closely together for the Commercial Manager, Taylor Maritime.  Established in 2014, Taylor Maritime is a privately owned management business with a seasoned team that includes the founders of dry bulk shipping company Pacific Basin Shipping (listed in Hong Kong 2343.HK) and gas shipping company BW Epic Kosan (formerly Epic Shipping) (listed in Oslo BWEK:NO). Taylor Maritime's team of experienced industry professionals are based in Hong Kong and London.

For more information, please visit www.taylormaritimeinvestments.com .
 

About Geared vessels

The Company specializes in the acquisition and chartering of vessels in the Handysize and Supramax bulk carrier segments of the global shipping sector.  These "Geared" vessels, which have their own loading equipment, are mostly acquired second-hand, leveraging valuations that are below long-term average prices. The Handysize market segment is particularly attractive, given the flexibility, versatility and port accessibility of these vessels which carry necessity goods - principally food and products related to infrastructure building - ensuring broad diversification of fleet activity.

Important Legal Information

This announcement is an advertisement for the purposes of the UK Prospectus Rules and is not a prospectus and not an offer of securities for sale in any jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information in the Prospectus.

Investors could lose all or part of their investment. The value of the New Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. This announcement does not constitute a recommendation concerning any securities. Potential investors should consult a professional advisor as to the suitability of the New Ordinary Shares for the person concerned.

The target returns and dividends set out in this announcement are targets only and are not profit forecasts. There can be no assurance that these targets can or will be met and they should not be seen as an indication of the Company's expected or actual results or returns. The Company's ability to distribute dividends will be determined by the existence of sufficient distributable reserves, legislative requirements and available cash reserves. Accordingly, investors should not place any reliance on these targets in deciding whether to invest in New Ordinary Shares or assume that the Company will make any distributions at all.

In the United Kingdom, this announcement is only directed at (i) persons who have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the " Order "); or (ii)  persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as " relevant persons "). This announcement must not be acted on or relied on by persons who are not relevant persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and, subject to limited exceptions, will not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US person (as defined under Regulation S under the US Securities Act). The Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended. No public offering of securities is being made in the United States.

Neither this announcement nor any copy of it may be: (i) taken or transmitted into or distributed in any member state of the European Economic Area, Canada, Australia, Japan or the Republic of South Africa or to any resident thereof, or (ii) taken or transmitted into or distributed in Japan or to any resident thereof. Any failure to comply with these restrictions may constitute a violation of the securities laws or the laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements relate to matters that are not historical facts regarding the Company's investment strategy, financing strategies, investment performance, results of operations, financial condition, prospects and the dividend policies of the Company and the instruments in which it will invest. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward- looking statements. These factors include, but are not limited to, changes in general market conditions, legislative or regulatory changes, changes in taxation regimes or development planning regimes, the Company's ability to invest its cash in suitable investments on a timely basis and the availability and cost of capital for future investments.

The Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the UK Market Abuse Regulation, FSMA, the Listing Rules, the UK Prospectus Rules or the Prospectus Regulation Rules of the Financial Conduct Authority or other applicable laws, regulations or rules.

Jefferies International Limited ("Jefferies") is authorised and regulated by the FCA and is acting exclusively for the Company and for no one else in connection with the Placing and will not be responsible to anyone (whether or not a recipient of this document) other than the Company for providing the protections afforded to clients of Jefferies or for affording advice in relation to the Placing, the contents of this announcement or any matters referred to herein. This does not exclude any responsibility which Jefferies may have under FSMA or the regulatory regime established thereunder.

Apart from the liabilities and responsibilities (if any) which may be imposed on Jefferies by FSMA or the regulatory regime established thereunder, Jefferies makes no representations, express or implied, nor accepts any responsibility whatsoever for the contents of this announcement nor for any other statement made or purported to be made by Jefferies or on its behalf in connection with the Company, the New Ordinary Shares, the Placing or Admission. Jefferies and its affiliates accordingly disclaim all and any liability (save for any statutory liability) whether arising in tort or contract or otherwise which it or they might otherwise have in respect of this announcement or any such statement.

For the avoidance of doubt, the contents of the Company's website, including the websites of the Company's business units, are not incorporated by reference into, and do not form part of, this announcement.

Information to Distributors

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any manufacturer (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that such New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as respectively defined in paragraphs 3.5 and 3.6 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom; and the Ordinary Shares will be admitted to the London Stock Exchange which is intended for institutional, professional, professionally advised and knowledgeable investors who understand, or who have been advised of, the potential risk from investing in such companies. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Jefferies will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

UK PRIIPs Regulation

In accordance with the UK version of Regulation (EU) No. 1286/2014 on key information documents for packaged retail and insurance-based investment products, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK PRIIPs Regulation"), a key information document (the "KID") in respect of an investment in the Shares has been prepared by the Company and is available to investors at www.taylormaritimeinvestments.com. If a new class of C Shares is issued under the Placing Programme, the Company will make available a key information document in relation to such class of C Shares as required under the UK PRIIPs Regulation.

If you are distributing New Ordinary Shares, it is your responsibility to ensure that the KID is provided to any clients that are "retail clients".

The Company is the only manufacturer of the New Ordinary Shares for the purposes of the UK PRIIPs Regulation and Jefferies is not a manufacturer for these purposes. Jefferies does not make any representations, express or implied, or accept any responsibility whatsoever for the contents of the KID prepared by the Company nor accepts any responsibility to update the contents of the KID in accordance with the UK PRIIPs Regulation, to undertake any review processes in relation thereto or to provide the KID to future distributors of Ordinary Shares. Jefferies and its affiliates accordingly disclaim all and any liability whether arising in tort or contract or otherwise which it or they might have in respect of the key information documents prepared by the Company. Investors should note that the procedure for calculating the risks, costs and potential returns in the KID are prescribed by laws. The figures in the KID may not reflect actual returns for the Company and anticipated performance returns cannot be guaranteed.

 

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