TOP Ships announced 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, 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.
