Scorpio Tankers Inc. (the "Company" or "Scorpio Tankers") announced
today that its board of directors has determined to effect a
one-for-ten reverse stock split of the Company's common shares, par
value $0.01 per share, and a reduction in the total number of
authorized common shares to 150,000,000 shares. The Company's
shareholders approved the reverse stock split and change in
authorized common shares at the Company's special meeting of
shareholders held on January 15, 2019.
The reverse stock split will take effect, and
the Company's common shares will begin trading on a split-adjusted
basis on the New York Stock Exchange ("NYSE") as of the opening of
trading on January 18, 2019. The CUSIP number of Y7542C 130
will be assigned to the Company's common shares when the reverse
stock split becomes effective.
When the reverse stock split becomes effective,
every ten of the Company's issued common shares will be combined
into one issued common share, without any change to the par value
per share. This will reduce the number of outstanding common
shares from approximately 513.9 million shares to approximately
51.4 million shares.
No fractional shares will be issued in
connection with the reverse stock split. Shareholders who
would otherwise hold a fraction of a common share of the Company
will receive a cash payment in lieu thereof at a price equal to
that fraction of a share to which the shareholder would otherwise
be entitled, multiplied by the closing price of the Company's
common shares on the NYSE on January 17, 2019.
Shareholders with shares held in book-entry form
or through a bank, broker, or other nominee are not required to
take any action and will see the impact of the reverse stock split
reflected in their accounts on or after January 18, 2019.
Such beneficial holders may contact their bank, broker, or nominee
for more information.
The purpose for seeking shareholder approval to
effect the reverse stock split was to increase the market price of
the Company's common shares. The Company believes that the
increased market price for its common shares that is expected as a
result of implementing the reverse stock split will improve the
marketability and liquidity of the Company's common shares and will
encourage interest and trading in the Company's common shares.
Additional information about the reverse stock
split and reduction in authorized share capital can be found in the
Company's proxy statement mailed to shareholders on or about
December 6, 2018, a copy of which was furnished to the U.S.
Securities and Exchange Commission (the "Commission") on December
7, 2018 on the Company's Report of Foreign Private Issuer on Form
6-K and is available on the Commission's website at
www.sec.gov.
About Scorpio Tankers Inc.
Scorpio Tankers is a provider of marine
transportation of petroleum products worldwide. The Company
currently owns or finance leases 109 product tankers (38 LR2
tankers, 12 LR1 tankers, 45 MR tankers and 14 Handymax tankers)
with an average age of 3.4 years and time or bareboat charters‐in
11 product tankers (four MR tankers and seven Handymax tankers).
Additional information about the Company is available at the
Company’s website www.scorpiotankers.com, which is not a part of
this press release.
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. Scorpio Tankers 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,” “expect,” “anticipate,” “estimate,” “intend,”
“plan,” “target,” “project,” “likely,” “may,” “will,” “would,”
“could” 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, management’s examination of historical operating
trends, data contained in the Company’s records and other data
available from third parties. Although management believes 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 the Company’s control, there can be no assurance that
Scorpio Tankers will achieve or accomplish these expectations,
beliefs or projections. The Company undertakes no obligation, and
specifically declines any obligation, except as required by law, to
publicly update or revise any forward‐looking statements, whether
as a result of new information, future events or otherwise.
In addition to these important factors, other
important factors that, in the Company’s view, could cause actual
results to differ materially from those discussed in the
forward‐looking statements include, unforeseen liabilities, future
capital expenditures, revenues, expenses, earnings, synergies,
economic performance, indebtedness, financial condition, losses,
future prospects, business and management strategies for the
management, expansion and growth of the Company’s operations, risks
relating to the integration of assets or operations of entities
that we have or may in the future acquire and the possibility that
the anticipated synergies and other benefits of such acquisitions
may not be realized within expected timeframes or at all, the
failure of counterparties to fully perform their contracts with the
Company, the strength of world economies and currencies, general
market conditions, including fluctuations in charter rates and
vessel values, changes in demand for tanker vessel capacity,
changes in the Company’s operating expenses, including bunker
prices, drydocking and insurance costs, the market for the
Company’s vessels, availability of financing and refinancing,
charter counterparty performance, ability to obtain financing and
comply with covenants in such financing arrangements, changes in
governmental rules and regulations or actions taken by regulatory
authorities, potential liability from pending or future litigation,
general domestic and international political conditions, potential
disruption of shipping routes due to accidents or political events,
vessels breakdowns and instances of off‐hires, and other factors.
Please see Scorpio Tankers’ filings with the SEC for a complete
discussion of certain of these and other risks and
uncertainties.
Contact Information
Scorpio Tankers Inc.(212) 542-1616
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