FOR IMMEDIATE RELEASE
DHT Holdings, Inc. Highlights Proven Strategy
and Continued Value Creation in Letter Mailed to
Shareholders
Commences Mailing of Proxy Statement in
connection with Company's Annual Meeting of Shareholders
HAMILTON, BERMUDA, May 12, 2017 - DHT Holdings, Inc.
(NYSE: DHT) ("DHT" or the "Company") today announced that it has
commenced mailing of the Notice of Annual Meeting and Proxy
Statement in connection with the Company's Annual Meeting of
Shareholders, which is scheduled to be held on June 15, 2017.
Shareholders of record as of May 9, 2017 will be entitled to vote
at the meeting.
Together with the proxy mailing, DHT included a letter to
shareholders highlighting the Company's progress executing against
its strategies to drive growth and allocate capital to create value
for shareholders. The full text of the letter follows:
Dear Shareholder,
Firstly, let us take this opportunity to thank you for your
continued support and interest in DHT. We take pride in our
responsibility to serve you and hope that you share our enthusiasm
with respect to DHT's prospects.
We have taken a number of actions to ensure DHT is well
positioned in a cyclical industry, and our execution in the current
market is no exception. We continue to deliver strong earnings with
competitive operating costs for our fleet. This is enabled by our
high-quality fleet operated by a very competent and
highly-motivated organization, both on shore as well as on board
our ships. We likewise have maintained a healthy balance sheet with
moderate leverage, financed by a group of experienced and
supportive banks on favorable terms. In short, we are firing on all
cylinders.
Building off another strong year in 2016, we delivered earnings
that exceeded expectations for the first quarter of 2017. Following
a drop in vessel prices through 2016 of about 30%, we believe that
2017 is a year ripe for expansion. In March, we acquired a fleet of
eleven VLCCs at an attractive price. This price, combined with
prudent financing, allowed us to increase our VLCC fleet by more
than 50% while further strengthening our balance sheet. The
transaction provides cost synergies and is accretive to our
earnings. It will also reduce our industry-leading cash break-even
levels further, enhancing our staying power through the business
cycles.
As you know, we have a disciplined approach to capital
allocation. In allocating our capital prudently, we took advantage
of the strong cash flows during the recent market upturn to both
delever our balance sheet and return capital to you. Since the
beginning of 2015, we prepaid $121 million of debt in addition to
ordinary repayments. We have paid cash dividends for 29 consecutive
quarters, and since the beginning of 2015, have paid quarterly cash
dividends equal to $133 million, or $1.40 per share. We also
repurchased $32 million worth of our convertible bond at 93% of
face value, thereby reducing potential dilution to shareholders.
Combined, this amounts to $284 million.
In connection with the opportunistic growth driven by our recent
acquisition, we have issued the remainder of our authorized number
of common stock. As such, we want to share some important details
about DHT's upcoming Annual Meeting of Shareholders on June 15,
2017. In order to continue to execute on our strategy of
disciplined and counter cyclical growth, we request your support by
voting "FOR" the proposal to increase the Company's total number of
authorized common stock.
We further encourage you to support the other proposals that are
being presented at the meeting, which include the election of
Jeremy Kramer (please see our Proxy Statement for his full
background) as a new independent member of the Board of Directors
and the ratification of the selection of the Company's public
accounting firm, Deloitte.
We have mailed to you an invitation to the Annual Meeting from
Erik A. Lind, the Chairman of our Board of Directors, and Notice of
Annual Meeting and Proxy Statement for the Annual Meeting, which
fully describes the business to be transacted at the Annual Meeting
and provides other information concerning detailed instructions on
how to vote. If you have any questions about any proxy materials or
require any assistance with voting your shares, please contact our
proxy solicitor, D.F. King, via e-mail at DHT@dfking.com or by
telephone, free of charge to you, at +1 866 796 1292 (toll free) or
+1 212 269 5550 (collect).
***
We
are confident that our counter cyclical strategy and prudent
balance sheet management combined with our high-quality fleet,
loyal customer base and experienced organization will enable us to
continue delivering strong results.
Given
the strength of our operations and the significant value we expect
to deliver by executing our strategic plan, we are more convinced
than ever that the unsolicited proposals we have received from
Frontline Ltd. are wholly inadequate.
We have attempted to engage in good faith with Frontline during
multiple in-person and phone meetings to explain that their
proposals do not reflect the fundamental value inherent in our
fleet and would, in fact, dilute the value of DHT shareholders'
investment. Specifically: 1. DHT's
contribution to the combined entity on net asset value (NAV) and
estimated EBITDA metrics translates into an exchange ratio of
better than 1:1, far exceeding Frontline's final proposal. 2.
Through our recent acquisition of BW's eleven VLCCs, we established
an arm's length, negotiated NAV of $5.37 per share as of March 23,
2017.3. We are not against consolidation-in fact we have been quite
active on that front-but any business combination needs to make
sense to both parties.
***
Whether or not you plan to attend the Annual Meeting, your vote
is very important.
To provide the flexibility to pursue future expansion
opportunities, we strongly urge shareholders to approve the
proposal to increase the Company's total number of authorized
common stock. Approval of the increase will also cause the
automatic conversion of the Series D Preferred Stock that we issued
to BW in connection with the acquisition of BW's VLCC fleet. This
conversion would allow us to entirely avoid the requirement that
DHT pay a 4% cash dividend on the Series D Preferred Stock
(approximately $3.4 million per year) if this proposal is not
approved by the end of 2017. The 4% dividend would be payable on
top of, and prior to, our common dividends, which are also payable
to holders of the Series D Preferred Stock. If approval is
obtained, the 4% dividend will not need to be paid.
We encourage you to have your shares represented by submitting a
proxy (a) by telephone or the internet following the easy
instructions on the proxy card enclosed with your proxy materials
or (b) by completing, signing, dating and returning your proxy card
in the envelope enclosed with your proxy materials as soon as
possible.
On behalf of your Board of Directors and management team, we
thank you for your continued support.
With best regards,
Trygve P.
Munthe
Svein Moxnes HarfjeldCo-Chief Executive
Officer
Co-Chief Executive Officer
About DHT Holdings, Inc.
DHT is an independent crude oil tanker company operating a fleet
of crude oil tankers in the VLCC and Aframax segments. We operate
through our wholly owned management companies in Oslo, Norway and
Singapore. For further information: www.dhtankers.com.
Forward Looking Statements
This press release may contain assumptions, expectations,
projections, intentions and beliefs about future events. When
used in this document, words such as "believe," "intend,"
"anticipate," "estimate," "project," "forecast," "plan,"
"potential," "will," "may," "should" and "expect" and similar
expressions are intended to identify forward-looking statements but
are not the exclusive means of identifying such statements.
These statements reflect DHT's current views with respect to future
events and are based on assumptions and subject to risks and
uncertainties. Given these uncertainties, you should not
place undue reliance on these forward-looking statements.
These forward-looking statements represent DHT's estimates and
assumptions only as of the date of this press release and are not
intended to give any assurance as to future results.
Investing in DHT's securities involves risk, and investors should
be able to bear the loss of their investment. For a detailed
discussion of the risk factors that might cause future results to
differ, please refer to DHT's Annual Report on Form 20-F, filed
with the SEC on March 23, 2017.
DHT undertakes no obligation to publicly update or revise any
forward-looking statements contained in this press release, whether
as a result of new information, future events or otherwise, except
as required by law. In light of these risks, uncertainties
and assumptions, the forward-looking events discussed in this press
release might not occur, and DHT's actual results could differ
materially from those anticipated in these forward-looking
statements.
Media Contacts
Svein Moxnes Harfjeld, Co-CEO: +47 23115080Trygve P. Munthe,
Co-CEO: +47 23115080
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