Top Ships Inc. Announces Proposed Spin-Off Creating a New Suezmax Tanker Company
June 21 2023 - 8:30AM
TOP Ships Inc. (the “Company” or “TOP Ships”) (NASDAQ:TOPS), an
international owner and operator of modern, fuel -efficient “ECO”
tanker vessels, announced today the filing of a registration
statement on Form 20-F with the U.S. Securities and Exchange
Commission (the “SEC”) in connection with the potential spin-off of
one of its Suezmax tanker vessels.
Rubico Inc. (“Rubico”), currently a subsidiary
of TOP Ships, is set to become an independent publicly-traded
company through the planned spin-off. The initial asset of Rubico
will be the M/T Eco Malibu, a modern, high specification, scrubber
fitted and fuel-efficient 157,000 dwt Suezmax tanker.
As part of the spin-off transaction, TOP Ships
intends to distribute 100% of the common shares of Rubico to its
securityholders and expects there to be no overlapping board
members or management between Rubico and TOP Ships.
The board of directors of TOP Ships sees this
proposed separation of the companies as a strategic move. They
believe it will yield a new investment opportunity focused on the
Suezmax sector while allowing each company to follow its distinct
business goals and operational priorities. The creation of an
opportunity for investors to make an independent investment
decision between the two companies may unlock increased long-term
value for the shareholders of both companies. In particular, the
board of directors of TOP Ships believes that the common shares of
Rubico as a standalone company should not trade at the same
discount to net asset value that is currently seen in the market
price of the shares of TOP Ships. One objective of the proposed
spin-off is to allow TOP Ships’ shareholders to gain additional
value by spinning off part of the assets of TOP Ships at a
potentially higher market valuation which in turn could result in
an improvement in the market valuation of TOP Ships.
Rubico’s common shares are expected to trade
initially on the OTCQX. The OTCQX is the top-tier market operated
by OTC Markets Group Inc. The OTCQX is designed for established,
investor-focused U.S. and international companies. To qualify for
OTCQX, companies must meet high financial standards, follow
best-practice corporate governance, and demonstrate compliance with
applicable securities laws. Further, following effectiveness of
Rubico’s registration statement on Form 20-F, Rubico will be an
SEC-reporting company providing ongoing public disclosure beyond
what is required by the OTCQX. TOP Ships security holders can find
more information about trading securities on the OTCQX at
www.otcmarkets.com. Trading on the OTCQX is conducted through
registered broker-dealers, and a directory of broker-dealers who
can execute trades on the OTCQX is available at
www.otcmarkets.com/otc-link/broker-dealer-directory.
As soon as practicable following the spin-off,
Rubico intends to apply to uplist to a major stock exchange.
In the spin-off distribution, TOP Ships intends
to distribute 100% of the common shares of Rubico pro rata to the
common shareholders of TOP Ships, to the holders of outstanding
common stock purchase warrants of TOP Ships on an as-exercised
basis to the extent such warrants contain anti-dilution provisions
conferring an interest equivalent to the spin-off distribution, and
to the holder of Series E preferred shares of TOP Ships pursuant to
the terms of such preferred shares which entitle such holder to
participate in the spin-off distribution on an as-converted
basis.
TOP Ships anticipates that the spin-off will be
completed in September 2023. The record date, distribution date,
distribution ratio, and other information regarding the spin-off
distribution to the holders of TOP Ships’ securities will be the
subject of a future announcement. The consummation of the spin-off
and, if it is consummated, its terms and timing remain subject to
various conditions, including the registration statement on Form
20-F being declared effective by the SEC, the submission and
approval of Rubico’s request for its common shares to be quoted on
the OTCQX, and approval by the board of directors of TOP Ships.
Further, there can be no assurance that Rubico will meet the
initial listing standards of any national stock exchange or that
its intended application to list on such exchange will be
successful. TOP Ships may, at any time, decide to abandon the
spin-off. A copy of the registration statement on Form 20-F filed
by Rubico is available at www.sec.gov. The information in the filed
registration statement on Form 20-F is not final and remains
subject to change.
About TOP Ships Inc.
TOP Ships Inc. is an international owner and
operator of modern, fuel efficient eco tanker vessels focusing on
the transportation of crude oil, petroleum products (clean and
dirty) and bulk liquid chemicals. For more information about TOP
Ships Inc., visit its website: www.topships.org.
Cautionary Note Regarding
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, including statements regarding the
proposed spin-off and the prospects and strategies of TOP Ships and
Rubico following the spin-off, the valuation of the shares of
Rubico and TOP Ships following the spin-off, and the trading of
Rubico’s common shares on the OTCQX and their listing on a national
stock exchange.
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. Please see our filings with the Securities and
Exchange Commission for a more complete discussion of these and
other risks and uncertainties. The information set forth herein
speaks only as of the date hereof, and we disclaim any intention or
obligation to update any forward‐looking statements as a result of
developments occurring after the date of this communication.
For further information, please
contact:
Alexandros TsirikosChief Financial OfficerTOP Ships Inc.Tel: +30
210 812 8107Email: atsirikos@topships.org
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