Last checked at 7 Sep 2022 13:00
7 September 2022
Taylor Maritime Investments Limited
Result of Annual General Meeting
The Board of Taylor Maritime Investments Limited ("TMI" or the "Company"), the listed specialist dry bulk shipping company, is pleased to announce that at the Annual General Meeting of the Company held earlier today, all resolutions were passed on a poll. The proxy votes received by the Company were as follows:
Resolution | For | Against | Withheld* | ||
Votes | % | Votes | % | Votes | |
1. Financial Statements and Directors' Report for the year ended 31 March 2022 | 160,073,504 | 100.00 | 0 | 0.00 | 4,000 |
2. Directors' Remuneration Policy | 159,089,949 | 99.72 | 439,943 | 0.28 | 547,612 |
3. Directors' Remuneration Report | 159,078,151 | 99.38 | 999,153 | 0.62 | 200 |
4. Election of Edward Buttery as a Director | 160,010,310 | 99.96 | 67,194 | 0.04 | 0 |
5. Election of Christopher Buttery as a Director | 160,065,098 | 99.99 | 12,406 | 0.01 | 0 |
6. Election of Trudi Clark as a Director | 158,788,497 | 99.19 | 1,289,007 | 0.81 | 0 |
7. Election of Nicholas Lykiardopulo as a Director | 158,812,542 | 99.21 | 1,264,962 | 0.79 | 0 |
8. Election of Sandra Platts as a Director | 158,780,126 | 99.19 | 1,297,378 | 0.81 | 0 |
9. Election of Helen Tveitan as a Director | 158,812,542 | 99.21 | 1,264,962 | 0.79 | 0 |
10. Re-appointment of PWC as Auditor | 146,120,757 | 91.28 | 13,956,747 | 8.72 | 0 |
11. Authorise the Directors to determine the remuneration of the Auditor | 160,072,656 | 100.00 | 4,848 | 0.00 | 0 |
12. Approval of the dividend policy | 160,077,504 | 100.00 | 0 | 0.00 | 0 |
13. Approval of amended and restated Articles of Incorporation | 160,062,170 | 100.00 | 7,534 | 0.00 | 7,800 |
14. Authority to make market purchases of the Company's Shares | 160,069,540 | 100.00 | 7,764 | 0.00 | 200 |
15. Authority to issue up to 33 million Ordinary Shares | 160,043,075 | 99.98 | 34,229 | 0.02 | 200 |
*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "For" or "Against" the resolution. Resolutions 1 to 12 were proposed as Ordinary Resolutions, resolution 13 as a Special Resolution and resolutions 14 and 15 were proposed as Extraordinary Resolutions.
In accordance with LR 9.6.18, details of those resolutions passed at the AGM that were not in the ordinary course of business are detailed below.
13. THAT the articles of incorporation in the form produced to the meeting and initialled by the Chair of the meeting for the purposes of identification be and are hereby approved and adopted as the articles of incorporation of the Company in substitution for, and to the exclusion of, the existing articles of incorporation of the Company.
14. THAT the Company be and is hereby generally and unconditionally authorised in accordance with Section 315 of The Companies (Guernsey) Law, 2008 (as amended) (the "Law") to make market acquisitions (as defined in the Law) of its ordinary shares of no par value in the capital of the Company ("Ordinary Shares"), provided that:
a. the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is such number as represents 14.99% of the Ordinary Shares in issue immediately following the passing of this resolution;
b. the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is 1 US$ cent;
c. the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be not more than the higher of (i) 5% above the average market value of an Ordinary Share for the five business days prior to the day the purchase is made and (ii) the value of an Ordinary Share calculated on the basis of the higher of the price quoted for the last independent trade and the highest independent bid for any number of the Ordinary Shares on the trading venue where the purchase is carried out;
d. the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company held in 2023 or 15 months from the date of this resolution, whichever is the earlier, unless such authority is varied, revoked or renewed prior to such time; and
e. the Company may make a contract to purchase Ordinary Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make an acquisition of Ordinary Shares pursuant to any such contract.
15. THAT the Directors of the Company be and are hereby empowered to issue the following shares in the Company or rights to subscribe for such shares in the Company for cash as if the pre-emption provisions contained under Article 9 of the Company's articles of incor-poration did not apply to any such issues provided that this power shall be limited to the issue of the below-mentioned shares or of rights to subscribe for the below-mentioned shares:
(i) up to a maximum number of 33 million Ordinary Shares;
that such power shall expire on the earlier of the conclusion of the next annual general meeting of the Company or on the expiry of 15 months from the passing of this Resolution except that the Company may before such expiry make offers or agreements which would or might require Ordinary Shares or rights to subscribe for such shares in the Company to be issued after such expiry and notwith-standing such expiry the Directors may issue Ordinary Shares or rights to subscribe for such shares in the Company in pursuance of such offers or agreements as if the power conferred hereby had not expired.
ENDS
For further information, please contact:
Taylor Maritime Investments Limited Edward Buttery Camilla Pierrepont
| IR@tminvestments.com |
Jefferies International Limited Stuart Klein Gaudi Le Roux
| +44 20 7029 8000 |
Montfort Communications Alison Allfrey George Morris Seers | TMI@montfort.london |
Notes to editors
About the Company
Taylor Maritime Investments Limited is an internally managed shipping company listed on the Premium Segment of the Official List, its shares trading on the Main Market of the London Stock Exchange since May 2021. The Company specializes in the acquisition and chartering of vessels in the Handysize and Supramax bulk carrier segments of the global shipping sector. 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 8% p.a. (on the Initial Issue Price). The shares offer a compelling and differentiated investment opportunity with the aim of delivering strong cashflow, stable income and potential for capital growth.
The Company invests in high quality, Japanese built vessels which are primarily second-hand and acquired at valuations below long-term average prices and depreciated replacement cost. The current portfolio numbers 28 vessels. The Company has a leading position in the Handysize shipping sector and, thanks to versatile geared vessels delivering necessity goods, provides an attractive, defensible yield underpinned by zero long-term structural gearing, financial discipline and an optimal balance of charter rates and durations. It has a selective growth strategy focusing on accretive opportunities to increase shareholder returns and recycle capital efficiently.
The Company has announced an increased interim dividend of 2 cents per Ordinary Share paid on a quarterly basis, with a targeted total NAV return of 10-12% per annum (net of expenses and fees but excluding any tax payable by Shareholders) over the medium to long-term. The Board approved a special dividend of 3.22 cents per share in respect of the period to 31 March 2022 paid on 10 June 2022, which brought total dividends declared for the period from IPO to 31 March 2022 to 8.47 US cents per share, representing a dividend yield on the IPO price of approximately 10% on an annualised basis. This reflected excess cash generation in what continues to be a historically strong market and a desire to return capital to shareholders in a timely manner.
Sustainability is at the heart of the way in which the Company is managed and it is committed to achieving a long-term target of zero carbon emissions by 2050. Substantial technological advances are a key element of this for the broader shipping industry, with near term incremental progress effected by initiatives such as retrofitting the fleet with energy saving devices, using low sulphur fuels and trialling biofuels.
The Company has the benefit of an experienced Executive Team led by Edward Buttery. The Executive Team work closely together at the Commercial Manager, Taylor Maritime. Established in 2014, Taylor Maritime is a privately owned ship-owning and 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, Singapore and London.
For more information, please visit www.taylormaritimeinvestments.com.
About Geared vessels
Geared vessels are characterised by their own loading and unloading equipment. The Handysize market segment is particularly attractive, given the flexibility, versatility and port accessibility of these vessels which carry necessity goods - principally foodstuffs and products related to infrastructure building - ensuring broad diversification of fleet activity and stability of earnings.
IMPORTANT NOTICE
The information in this announcement may include forward-looking statements, which are based on the current expectations and projections about future events and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereon) or other variations thereon or comparable terminology. These forward-looking statements are subject to risks, uncertainties and assumptions about the Company, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur.
References to target dividend yields and returns are targets only and not profit forecasts and there can be no assurance that these will be achieved.