REG - Taylor Maritime Taylor Maritime -TMI - Result of AGM

Taylor MaritimeAnnouncement

06/09/2023 13:00

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RNS Number : 5953L  Taylor Maritime Investments Limited  06 September 2023

 6 September 2023

 

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          187,880,994  100.00  4,993       0.00   4,000
 31 March 2023

 2.       Directors' Remuneration Policy                                         183,002,137  97.61   4,475,398   2.39   412,452

 3.       Directors' Remuneration Report                                         163,025,663  86.78   24,829,199  13.22  35,125

 4.       Election of Henry Strutt as a Director                                 187,862,627  99.99   10,397      0.01   16,963

 5.       Election of Frank Dunne as a Director                                  152,882,378  81.38   34,990,646  18.62  16,963

 6.       Re-election of Edward Buttery as a Director                            187,823,191  99.97   51,433      0.03   15,363

 7.       Re-election of Christopher Buttery as a Director                       187,793,643  99.96   79,381      0.04   16,963

 8.       Re-election of Trudi Clark as a Director                               186,516,915  99.28   1,356,109   0.72   16,963

 9.       Re-election of Sandra Platts as a Director                             186,474,825  99.26   1,398,199   0.74   16,963

 10.    Re-election of Helen Tveitan as a Director                               186,516,915  99.28   1,356,109   0.72   16,963

 11.    Re-appointment of PWC as Auditor                                         187,828,842  99.97   57,231      0.03   3,914

 12.    Authorise the Directors to determine the remuneration of the Auditor     187,881,033  100.00  5,040       0.00   3,914

 13.    Approval of the dividend policy                                          187,889,987  100.00  0           0.00   0

 14.    Authority to make market purchases of the Company's Shares               187,861,574  99.98   28,213      0.02   200

 15.    Authority to issue up to 33 million Ordinary Shares                      186,883,357  99.46   1,006,630   0.54   0

 

*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 13
were proposed as Ordinary Resolutions, 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.

 

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 2024 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     IR@tminvestments.com (mailto:IR@tminvestments.com)

 Edward Buttery

 Camilla Pierrepont

 Jefferies International Limited         +44 20 7029 8000

 Stuart Klein

 Gaudi Le Roux

 Montfort Communications                 TMI@montfort.london (mailto:TMI@montfort.london)

 Alison Allfrey

 George Morris Seers

 Sanne Fund Services (Guernsey) Limited  +44 1481 737600

 Matt Falla

 

Notes to Editors

 

About the Company

Taylor Maritime Investments Limited is an internally managed investment
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.  TMI's fleet portfolio currently numbers 22 vessels in the
geared dry bulk segment.  The ships are employed utilising a variety of
employment/charter strategies.

 

On 20 December, the Company announced it acquired a controlling majority
interest in Grindrod Shipping Holdings Ltd ("Grindrod") (NASDAQ:GRIN,
JSE:GSH), a Singapore incorporated, dual listed company on NASDAQ and the
Johannesburg Stock Exchange.  Grindrod currently owns 21 geared dry bulk
vessels complementary to the Company's fleet.  They are mostly Japanese
built, including 13 Handysize vessels and 8 Supra/Ultramax vessels.  Grindrod
has seven vessels in its chartered in fleet with purchase options on four.

 

The combined TMI and Grindrod fleet numbers 47 vessels (excluding three long
term chartered in vessels without purchase options).

 

The Company's target dividend policy is 8 cents p.a. paid on a quarterly
basis, with a targeted total NAV return of 10-12% per annum over the medium to
long-term.

 

The Company has the benefit of an experienced Executive Team led by Edward
Buttery and who previously worked 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 industry
professionals are based in Hong Kong, Singapore and London.

 

For more information, please visit www.taylormaritimeinvestments.com
(http://www.taylormaritimeinvestments.com/) .

 

About Geared Vessels

Geared vessels are characterised by their own loading equipment. The Handysize
and Supra/Ultramax market segments are particularly attractive, given the
flexibility, versatility and port accessibility of these vessels which carry
necessity goods - principally food and products related to infrastructure
building - ensuring broad diversification of fleet activity and stability of
earnings through the cycle.

 

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.

 

LEI: 213800FELXGYTYJBBG50

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