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Tufton Oceanic Asset (SHIP)

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Thursday 11 October, 2018

Tufton Oceanic Asset

Result of C Share Issue and Total Voting Rights

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 END 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.

 

 


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