TIDMTMIP TIDMTMI
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
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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 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 7.00 a.m. on 26 July 2021
Placing
Admission and crediting of CREST 8.00 a.m. on 28 July 2021
accounts
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 BP2NJT3
in US Dollars)
SEDOL (in respect of Ordinary Shares traded BP2NJW6
in Sterling)
Ticker symbol of the Ordinary Shares traded TMI
in US Dollars
Ticker symbol of the Ordinary Shares traded TMIP
in Sterling
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 +852 2252 3882
Edward Buttery info@tminvestments.com
Alexander Slee
Jefferies International Limited +44 20 7029 8000
Investment Banking
Stuart Klein
Gaudi Le Roux
Sector coverage
Doug Mavrinac
Hugh Eden
Montfort Communications
Nick Bastin TMI@montfort.london
Alison Allfrey
Miles McKechnie
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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