TOP Ships Inc. (Nasdaq:TOPS), an international ship-owning company
(the “Company”), announced today that for 12 months following the
date of this release: (i) it does not intend to conduct any
offerings that include variable priced securities; (ii) it does not
intend to issue any further shares under the equity line offering
registered on the Company’s Form F-3 (333-215577) pursuant to the
purchase agreement dated December 11, 2017; (iii) Race Navigation
Inc., a company controlled by Lax Trust, an irrevocable trust
established for the benefit of certain family members of Evangelos
Pistiolis, the President, Chief Executive Officer and Director of
the Company, will not convert any of its 1,250,000 warrants
pursuant to a standstill agreement with the Company.
Other Corporate
Developments
The Company has determined to effect a 1-for-10
reverse stock split of the Company’s issued common shares.
The Company's shareholders approved the reverse stock split and
granted the Board the authority to determine the exact split ratio
and when to proceed with the reverse stock split at the Company's
Special Meeting of Shareholders held on November 3, 2017.
The reverse stock split will take effect, and
the Company's common stock will begin trading on a split-adjusted
basis on the NASDAQ Capital Market, as of the opening of trading on
Monday, March 26, 2018 under the existing ticker symbol "TOPS". The
new CUSIP number for the Company's common stock will be
Y8897Y800.
The Company has also announced today that it
does not intend to conduct another reverse stock split of its
common shares for the following 12 calendar months from March 26,
2018.
When the reverse stock split becomes effective,
every 10 shares of the Company's issued and outstanding common
stock will be automatically combined into one issued and
outstanding share of common stock without any change in the par
value per share or the total number of authorized shares. This will
reduce the number of outstanding shares of the Company's common
stock from approximately 170 million shares to approximately 17
million shares.
No fractional shares will be issued in
connection with the reverse split of the issued and outstanding
common stock. Fractional shares that occur as a result of the
reverse stock split will be rounded down to the nearest whole share
of the Company's common stock. Shareholders will receive
instructions from the Company's exchange agent, American Stock
Transfer and Trust, as to how to exchange existing share
certificates for new certificates representing the post-reverse
split shares.
Additional information about the reverse stock
split can be found in the Company's proxy statement furnished to
the Securities and Exchange Commission on October 19, 2017, a copy
of which is available at www.sec.gov.
On March 15, 2018, the Company’s 50% owned
subsidiary City of Athens Inc. took delivery of M/T Eco Holmby
Hills, a high specification 50,000 dwt newbuilding product/chemical
tanker constructed at the Hyundai Mipo shipyard in Vinashin.
On March 20, 2018, M/T Eco Holmby Hills
commenced its time charter employment with Clearlake Shipping Pte
Ltd. for an expected duration of 3 firm years plus 2 optional
years.
On March 12, 2018, the Company’s 50% owned
subsidiaries, City of Athens Inc. and Eco Nine Inc., entered into a
loan agreement with a European bank for a senior debt facility of
up to $36 million to fund the delivery of M/T Eco Holmby Hills and
M/T Eco Palm Springs. The loan will be payable in 20
consecutive quarterly instalments of $0.3 million per vessel,
commencing three months from draw down on the facility and a
balloon payment of $11.9 million per vessel payable together with
the last instalment. The credit facility will bear interest
at LIBOR plus a margin of 2.90%.
Comments from the Chief Executive
Officer
Evangelos Pistiolis, the President, Chief
Executive Officer and Director of the Company, said:
“Our 8th vessel, which is 50% owned by TOPS, was
successfully delivered from Hyundai and commenced its time charter
employment with a high quality counterparty. The construction of
all remaining 6 vessels is progressing according to schedule.
Following the delivery of the remaining 6 of our
newbuilding vessels, our tanker fleet will have an average age of 2
years and will consist of 14 high specification newbuilding Product
and Crude Oil tankers. All of our 14 newbuilding tankers are fitted
with Ballast Water Treatment Systems. Three of our newbuilding
tankers, 1 MR and 2 Suezmaxes, will be fitted with scrubbers, a
technical feature that only a very small portion of the world
tanker fleet has installed. Two of our MR vessels will be scrubber
ready.
In line with our chartering strategy to date,
all vessels have medium to long term charter contract coverage,
even before being delivered, and as of January 1st, 2018, total
gross revenue backlog for the fixed charter period of operating
vessels was about $155 million, increasing to about $172 million
when adding the 50% of our joint venture vessels.
We are currently focused on ensuring that our
shipbuilding program is adequately funded both from an equity and
debt point of view and within the boundaries of our newly adopted
capital raising corporate strategy.
We are also focused on closing the gap between
our equity market capitalization and our net asset value in order
to be in line with the remaining listed tanker companies.
Based on the last closing price of TOPS, we
estimate that our shares trade at a 75% discount to our current net
asset value placing us among the most undervalued tanker shipping
stocks on NASDAQ”.
About TOP Ships Inc.
TOP Ships Inc. is an international ship-owning
company.
For more information about TOP Ships Inc., visit
its website: www.topships.org.
Forward-Looking Statements
Matters discussed in this press release may
constitute forward-looking statements. The Private Securities
Litigation Reform Act of 1995 provides safe harbor protections for
forward-looking statements in order to encourage companies to
provide prospective information about their business.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements, which are other than
statements of historical facts.
The Company desires to take advantage of the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995 and is including this cautionary statement in
connection with this safe harbor legislation. The words “believe,”
“anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,”
“potential,” “may,” “should,” “expect” “pending” and similar
expressions identify forward-looking statements. The
forward-looking statements in this press release are based upon
various assumptions, many of which are based, in turn, upon further
assumptions, including without limitation, our management's
examination of historical operating trends, data contained in our
records and other data available from third parties. Although we
believe that these assumptions were reasonable when made, because
these assumptions are inherently subject to significant
uncertainties and contingencies which are difficult or impossible
to predict and are beyond our control, we cannot assure you that we
will achieve or accomplish these expectations, beliefs or
projections.
Contacts:
Mr. Alex NachmanInvestor RelationsREDCHIPTel: +1 407 712
8960Email: info@redchip.com
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