REG - Tufton Assets Ltd. Tufton Assets - SHPP - Final Results and AGM Notice
01/10/2025 07:00
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RNS Number : 5099B Tufton Assets Limited 01 October 2025
1 October 2025
Tufton Assets Limited
("Tufton Assets" or the "Company")
Final Results and Notice of AGM
Tufton Assets Limited announces its final results for the financial year ended
30 June 2025. A copy of the Annual Report and Audited Financial Statements
will be submitted to the National Storage Mechanism
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and will shortly be
available in the Company's website in the Investor Relations section under
Company Documents at www.tuftonassets.com/financial-statements
(http://www.tuftonassets.com/financial-statements) . The Company has also
published its 2024 Sustainability Report which is available on the Company's
website in the Investor Relations section under Company Documents. The
highlights from the Sustainability Report include a c.9% improvement in
emissions intensity during 2024, primarily because of capital re-allocation
but also from Energy Saving Device ("ESD") retrofits. 2024 revenue
corresponding to thermal coal carriage was c.1.1% of total Company
consolidated revenues and c.0.3% for the financial year ending 30 June 2025.
The annual general meeting will be held at the Company's registered office at
1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey on 23(rd) October 2025 at
11:00 BST.
For further information, please contact:
Tufton Investment Management Ltd (Investment Manager) +44 (0) 20 7518 6700
Andrew Hampson
Nicolas Tirogalas
Singer Capital Markets +44 (0) 20 7496 3000
James Maxwell, Alex Bond (Corporate Finance)
Alan Geeves, James Waterlow, Sam Greatrex (Sales)
Hudnall Capital LLP +44 (0) 20 7520 9085
Andrew Cade
Highlights
Highlights of Tufton Assets Limited (the "Company") for the financial year
("FY") (vs. the previous FY ending 30 June 2024):
· Capital Returned US$31.5m (2024: US$nil)
· Dividends paid during the year of US$27.4m (2024: US$26.1m)
· The Company bought back 3,350,000 (2024: 11,386,000) shares at the
weighted average price of US$1.19 (2024: US$1.01) per share.
· NAV Total Return since inception 110% (2024: 131%)
Chairman's Statement
Introduction
On behalf of the Board of Directors (the "Board"), I am pleased to present
Tufton Assets Limited's (formerly Tufton Oceanic Assets Limited) (the
"Company" or "SHIP") Annual Report and Audited Financial Statements for the
year ended 30 June 2025.
At the end of the 2025 financial year ("FY"), the Company's portfolio
consisted of 20 vessels (2024: 21 vessels), details of which are set out in
the Investment Manager's Report. During the 2024 calendar year, two
divestments were completed at a premium to their most recent individually
reported NAVs, with the proceeds used to make a capital return of US$31.5m to
shareholders in August 2024.
At the end of August 2025, after the end of the FY, the Company divested
another vessel. The Board is currently evaluating best use of proceeds and
will advise shareholders in due course. This divestment was at a ~1% premium
to the vessel's NAV as of 30 June 2025.
At 30 June 2025, the Company's NAV was US$352.0m, representing US$1.32 per
share (2024: US$451.1m and US$1.55 per share). The Company reported a loss of
US$36.1m (2024: profit of US$76.1m) over the FY, with the US$ NAV Total Return
Per Share over the same period being -9.1% (2024: 20.6%).
The NAV Total Return Per Share over the FY was primarily driven by an
unrealised fall in asset values as the market weakened and operating
performance.
The Company has raised its target annual dividend five times since inception
to US$0.10 per share as at year end (2024: US$0.10 per share) and is forecast
to have Dividend Cover of 1.4x over the next 18 months (through the end of
2026). At 30 June 2025, the Average Charter Length was ~1 year (2024: 1.3
years).
Share Price and Discount Management
During the FY, the Company's share price declined slightly from US$1.21 per
share as at 30 June 2024 to US$1.16 per share as at 30 June 2025.
Although the share price fell slightly over the FY, we did see it appreciate
ahead of the payment of the compulsory capital redemption before returning to
close to its prior year levels at the end of the FY. The Company made a
compulsory return of capital and continues to support the share price with
periodic buy backs of shares. The Company's share price discount to NAV
narrowed to c.12% (as at 30 June 2025) from c.27% (as at 30 June 2024). Over
the period, the Company traded at an average discount to NAV of 21%.
The compulsory return of capital was based on proceeds from the divestment of
Pollock and Dachshund at ~3.1% premium to the two vessels' prevailing NAVs
which further confirmed Tufton's NAV methodology and demonstrated its ability
to divest portfolio vessels at or above NAV.
Share Buybacks
During the FY, the Company (in accordance with the authority granted to it by
its shareholders) repurchased 3,350,000 (2024: 11,386,000) shares at a cost of
US$4.0m (2024: US$11.6m). Refer to Note 7 for more details. At the end of the
year, there were 20,896,000 (2024: 17,546,000) shares held in treasury. Since
1 July 2025, the Company has not bought back an additional shares and there
are 267,406,330 shares outstanding as at 30 September 2025. As at 29 September
2025, the Company's shares traded at a 14.9% discount to the ex-dividend 30
June 2025 NAV.
Compulsory Capital Redemption
The Company returned US$31.5m to investors in August 2024 through a compulsory
redemption of 20,326,211 ordinary shares at a price of US$1.55 per share
(being the prevailing NAV at 30 June 2024) using proceeds from the divestment
of Pollock and Dachshund.
Continuation Vote
The Annual General Meeting ("AGM") of the Company was held on 24 October 2024.
Shareholders approved the continuation of the Company with ~97% in favour out
of 197,763,838 voting Shareholders. The Directors will propose a similar
resolution to shareholders at the 2027 AGM and every three years thereafter.
The favourable vote from shareholders provides a clear direction of travel for
the Company under the guidelines of the mid-term strategy review.
Sanctions
The Company and its vessels were compliant with all international sanctions
imposed by the US, UK, EU and UN. During the year the Company has had no
issues with any vessels being affected by sanctions. The Investment Manager
monitors compliance through regular inspection of vessel logs, satellite data
and direct communication with the vessels. The Board and Investment Manager
are monitoring for new sanctions being put in place. Where existing guidelines
are unclear, procedures ensure that the Investment Manager seeks legal advice.
Corporate Governance
The Company is a member of the Association of Investment Companies ("AIC") and
has therefore elected to comply with the provisions of the current AIC Code of
Corporate Governance issued in 2019 (the "AIC Code") which sets out a
framework of best practices in respect of governance of investment companies.
The AIC Code has been endorsed by the Financial Reporting Council and the
Guernsey Financial Services Commission (the "GFSC") as an alternative means
for AIC members to meet their obligations in relation to the UK Corporate
Governance Code.
Following the positive outcome of the vote for the continuation of the
Company, the Board are considering the succession plan of the Directors and
will update shareholders during 2026 on this matter, ahead of the 2027
continuation vote.
Where the Company's stakeholders, including shareholders and their appointed
agents, have matters they wish to raise with the Board in respect to the
Company, I would encourage them to contact us at SHIP@tuftonassets.com.
Environmental, Social, Governance ("ESG")
The Company's Investment Manager continues to integrate ESG factors into its
investment recommendations and asset ownership practices. The Company's 2024
Sustainability report can be viewed on the Company's website
(www.tuftonassets.com (http://www.tuftonassets.com) ).
Outlook
The sharp fall in Newbuilding ("NB") orders over 1H25 was primarily the result
of geopolitical uncertainties including the expected introduction (from
October 2025) of new US port taxes on Chinese built vessels. The current
proposed form of taxes applies to neither Chinese vessels below bulk capacity
of 80k DeadWeight Tonnage ("DWT"), nor vessels carrying US exports, so will
not affect any of the Company's vessels. The pause in NB orders impacts
Chinese yards disproportionately, where much of the global ship building
capacity is currently located. In the short term, the fall in NB orders is
likely to impact appreciation in NB prices which were flat over the FY, after
rising ~49% since the end of 2020. The Investment Manager notes many of the
supply side factors supporting higher NB prices remain in place including
limited yard capacity, wage inflation and rising cost of materials. In fact,
the geopolitical uncertainty is likely to discourage the nascent expansions in
yard capacity noted in 2H24.
Recent developments in the Middle East suggest that the disruption to vessel
transit via the Suez Canal is likely to persist, adding to shipping tonne-mile
demand. The Investment Manager notes other potential positive catalysts
including a tightening Crude Tanker market, as Organisation of the Petroleum
Exporting Countries ("OPEC") cuts are reversed, absorbing swing tonnage from
the Product Tanker market. This is likely to be evident after the summer when
OPEC exports increase combined with demand for inventory restocking. Further,
the fall in oil prices over the FY has the potential to stimulate oil demand
growth, encouraging greater seaborne trade.
The scope of sanctions by the US, UK, EU and UN continues to expand and is
currently applicable to >800 tankers (~15% of the tanker fleet). Sanctioned
vessels are typically older than commercially traded peers. The expanding
scope of sanctions therefore forces commercial trade into a smaller pool of
commercially traded vessels such as the Company's tankers. Further, many of
the sanctioned vessels (older than peers) are not well maintained. When
sanctions are eventually lifted, accelerated recycling may be more
economically attractive than renewed maintenance to meet regulatory standards
for >4% of the global fleet - resulting in permanent exclusion of these
vessels from commercial service.
While capital values fell during the FY, the Investment Manager remains
cautiously optimistic with regards to the Company's current portfolio.
Furthermore, we are pleased to note that the Company continues to de-risk the
portfolio and helped to maintain strong dividend cover by switching the
employment on its chemical tankers to high-yielding, fixed-rate charters from
4Q24, as well as extending the charter duration on two MR Product Tankers
after the end of the FY. The Company and the Board continue to prioritise
capital allocation in accordance with the principles of the mid-term strategy
review.
The Board would like to thank investors for their continued support.
………………………
Rob King
Non-executive Chair
30 September 2025
Investment Manager's Report
Highlights of the FY
Over the FY NAV Total Return Per Share was -9.1% (2024: 20.6%), and at year
end the NAV Total Return Per Share since inception was 110.1%. Alternate
Performance Measures ("APM"s), applied on a consolidated basis, are utilised
in this section to analyse performance. Please see the APM definitions on page
67 onwards.
The main return drivers during the year were:
· Portfolio Operating Profit was US$41.2m (2024: US$52.0m): slightly
lower YoY mainly because the contracted lower fixed rate charters on three
product tankers extended through the FY, and due to slightly lower earnings on
the Company's bulkers in a weaker market.
· Unrealised capital value change of negative US$77.4m comprised of a
charter-free value loss of US$127.7m as values fell partially offset by a
charter value gain of US$50.3m due to softening product tanker time charter
rates and the passage of time.
· Charter-free values rose in July and August (after the end of the FY)
marking a potential inflection point in the market. The Investment Manager
expects medium-term upside potential in both segments. Please see the Shipping
Market section for details.
The Company paid dividends of US$27.4m during the FY (2024: US$26.1m). Under
the Company's share price discount management policy described in the IPO
Prospectus, the Company repurchased 3,350,000 shares during the FY and has
therefore purchased a total of 20,896,000 of its own shares from 4Q22 until
the end of the FY. The Company returned US$31.5 million to shareholders during
the FY in the form of a compulsory redemption of 20,326,211 ordinary shares at
a price of US$1.55 per share.
Tufton Group stakeholders (including current and former shareholders,
employees, and non-executive directors) held ~3.3% of the issued share capital
in the Company at the end of June 2025 (2024: ~4.9%).
Portfolio Operating Profit was lower compared to the previous FY for the
reasons mentioned earlier.
The divestment of Dachshund closed on 1 July 2024. Ahead of the divestments,
the loan outstanding on the product tankers (within two separate Holdco
facilities) was refinanced with six vessels within one Holdco at a lower
margin of 3.2% (vs. 3.9% previously). The Consolidated Gearing Ratio at the
end of the FY was 14.6% (2024: 12.0%). There was no debt prepayment in
connection with the divestment. Interest rate caps mitigate interest rate risk
through to near the end of 2025. The Investment Manager is reviewing options
to mitigate interest rate risk after 2025.
At the end of the FY, the Company's diversified portfolio had high cash flow
visibility from long-term charters on product tankers (35.5% of NAV) with a
Forecast Net Yield of 11.8% (2024: 10%). In October 2024, the Company fixed
its two Chemical Tankers (Orson and Golding) on time charters for up to three
years to a leading operator of Chemical Tankers, securing a minimum of
c.US$25m of EBITDA for the Company. The time charters will have a fixed rate
for two years yielding c.20% return and a floor/ceiling rate structure for the
third year. The Forecast Net Yield on the Company's bulkers (38% of NAV) was
9.9% (2024: 11.6%).
Portfolio Operating Profit was lower compared to the previous FY because:
· Gross Operating Profit, an indicator of the underlying profit from
operating activity, was lower YoY mainly due to the lower contribution from
our bulkers. The bulker market started the FY with rates at multi-year lows
and slowly improved.
· Loan interest and fees were higher compared to the previous FY due to
the full year impact of the US$60m loan for the acquisitions of the two MR
product tankers, Mindful and Courteous (completed in November 2022).
Following our December 2023 update in the Interim Report, the divestment of
Pollock closed on 16 May 2024. The divestment of Dachshund closed on 1 July
2024, shortly after the FY end. Ahead of the divestments, the loan outstanding
on the product tankers (within two separate Holdco facilities) was refinanced
with six vessels within one Holdco at a lower margin of 3.2% (vs. 3.9%
previously). The Consolidated Gearing Ratio at the end of the FY was 12% (FY
2023: 13.8%). There was no debt prepayment in connection with the divestment.
Interest rate caps mitigate interest rate risk through the end of 2025.
Segment exposure and forecast net yields*
Segment Exposure and Forecast Net Yields** Product Chemical Gas Bulkers Total
Tankers
Tankers
Tanker
% of NAV 35.5% 10.5% 6.6% 38.0%
Forecast Net Yields** 11.8% 20.6% 17.8% 9.9% 12.6%
*Segment analysis is unaudited
** Based on the market values at 30 June 2025
Performance summary*
Figures below are in US$ millions unless otherwise stated From 1 Jul 2024 to 30 Jun 2025 From 1 Jul 2023 to 30 Jun 2024
Ship-Days 7,301 8,007
Revenue 101.7 117.7
Operating Expense (51.7) (55.0)
A Gross Operating Profit 50.0 62.7
Gross Operating Profit / Time-Weighted Capital Employed 11.4% 13.5%
B Loan interest and fees (5.3) (6.6)
C Gain/(loss) in capital values (77.3) 24.1
D Portfolio profit / (loss) A+B+C (32.6) 80.2
E Interest income 1.1 0.5
F Fund Level Fees and Expenses (4.6) (4.6)
G Performance fee accrual - -
Profit / (Loss) for the year D+E+F+G (36.1) 76.1
Portfolio Operating Profit A+B+E+F 41.2 52.0
*Performance summary is unaudited and presented on a look through basis.
Please see page 67 onwards for definitions of the APMs used in the table
above.
Product & Chemical Tankers: The product and chemical tanker markets
weakened during the FY due to the combined effects of OPEC production cuts and
lower refinery runs. Weaker crude tanker demand resulted in more swing tonnage
switching from crude to products service. The fall in charter-free value of
Product and Chemical Tankers (US$89.7m) outweighed the increase in charter
value (US$50.0m) as benchmark time charter rates fell in both sub-segments.
Bulkers: The market weakened from August 2024 until the end of Chinese New
Year in February 2025, initially due to the normalisation of transit through
the Panama Canal and then due to slowing imports into Europe and Asia. Iron
ore trade between Brazil and China softened towards the end of 2024. Bulker
charter-free values fell by US$37.7m during the FY. The bulker market started
improving after the end of 1Q25 and values rose in July. The Investment
Manager expects continued improvement in the bulker market and may switch
employment strategies to opportunistically capture strong yields on a
risk-adjusted basis. At the end of the FY, four of the Company's bulkers are
employed on index-linked charters in anticipation of ongoing market
improvement.
Segment performance summary*
Segment Performance During the FY Product Chemical Gas Containership(**) Bulkers Total
Tankers
Tankers
Tanker
US$m unless otherwise stated
Gross Operating Profit 23.3 9.3 4.0 0.2 13.2 50.0
Loan interest & fees (5.3) - - - - (5.3)
Gain / (loss) in charter-free values (85.2) (4.5) (0.3) - (37.7) (127.7)
Gain / (loss) in charter values 47.6 2.4 - - 0.3 50.3
Portfolio profit / (loss) (19.6) 7.2 3.7 0.2 (24.2) (32.7)
*Segment analysis is unaudited and presented on a look through basis
**The Company divested its last containership in 1Q23. Closing adjustments
reflected here.
As at 30 June 2025, the Company's vessels had an average age of 13.0 years
(2024: 12.2 years) and were chartered to eleven different counterparties
(2024: nine).
Since inception, the Company has delivered on its original investment
objectives including:
· Diversified portfolio.
· Provided investors a strong and growing dividend. Target annual
dividend initially increased by c.21% from US$0.070 per share to US$0.085 per
share, and further increased by 17.6% to US$0.10 per share starting 1Q24.
Please see the charts below.
· Total capital raised: US$316.5m gross through primary and secondary
issuances. Since inception, the Company has returned US$176.3m in the form of
dividends and share buybacks and US$31.5m by way of compulsory redemption.
Compulsory Redemption
On 14 August 2024, the Company announced the return of approximately US$31.5m
(using proceeds from the divestment of Dachshund and Pollock) by way of the
compulsory redemption of 20,326,211 shares.
Amendments to Investment Policy
Before June 2024, the Company's existing Investment Policy restricted it from
making new investments that would result in any shipping Segment (i.e.
Tankers, General Cargo, Containerships and Bulkers) accounting for more than
50% of NAV.
The Board sought and obtained Shareholder approval to ease the above
investment restriction such that:
· the restriction on making further investments that would result in a
shipping Segment accounting for more than 50% of NAV will only apply where the
Company is invested in at least three shipping Segments; and
· where the Company is only invested in two shipping Segments: (i) no
further investment may be made that results in any shipping Segment accounting
for more than 75% of NAV; and (ii) if the Tankers shipping Segment accounts
for more than 50% of NAV and exposure is only to a single Tanker sub-segment
(i.e. crude tankers, product tankers, chemical tankers, gas tankers), no
further investment may be made in such tankers sub-segment.
The Company's share price has increased by c.37% between the beginning of 2024
and the end of August 2024. The Investment Manager believes the strong
performance signals investor endorsement of the Company's performance as well
as its disciplined approach to capital allocation.
The Assets
The Company's portfolio as at 30 June 2025:
SPV(+) Vessel Type and Year of Build Acquisition Date Expected end of charter period**
Anvil Handysize bulker built 2013 September 2021 April 2026
Auspicious Handysize bulker built 2015 February 2022 November 2025
Awesome Handysize bulker built 2015 January 2022 July 2025
Charming Handysize bulker built 2015 June 2022 September 2025
Cocoa Handysize product tanker October 2020 January 2026
built 2008
Courteous MR product tanker built 2016 December 2022 December 2025
Daffodil Handysize product tanker October 2020 March 2026
built 2008
Exceptional MR product tanker built 2015 April 2022 May 2027
Golding 25,600 DWT stainless steel chemical tanker built 2008 April 2021 November 2026
Idaho Ultramax bulker built 2011 July 2021 November 2025
Laurel Handysize bulker built 2011 July 2021 September 2025
Marvelous MR product tanker built 2014 July 2022 November 2025
Masterful Handysize bulker built 2015 April 2022 October 2025
Mayflower Handysize bulker built 2011 June 2021 January 2026
Mindful MR product tanker built 2016 December 2022 December 2025
Neon Mid-sized LPG carrier built 2009 July 2018 August 2025
Octane MR product tanker built 2010 December 2018 July 2026
Orson 20,000 DWT stainless steel chemical tanker built 2007 July 2021 November 2026
Rocky IV Handysize bulker built 2013 September 2021 November 2025
Sierra MR product tanker built 2010 December 2018 September 2025
Notes:
+ SPV that owns the vessel.
** Based on our assessment of the prevailing market conditions at 30 June
2025.
The market for secondhand ships is liquid with >US$40 billion worth of
annual transactions in 2022, 2023 and 2024. The charter-free and associated
charter values of the Company's standard vessels are calculated using the
online valuation platform provided by VesselsValue which utilises transaction
data and other market data to estimate charter-free values. The Company's NAV
is, in effect, proven by recent market transactions. Divestments to date have
been in aggregate c.6% above NAV.
As at 30 June 2025, the Company owned eleven tankers as follows:
Tankers Type Employment Comments
Octane and Sierra MR product tankers Time chartered ("TC") to a commodity trading major and an investment grade oil Shortly after the end of the FY, Octane commenced a new charter for up to 2
major respectively years. The time charter is expected to yield c.14% p.a. over the initial firm
period.
Cocoa, Daffodil, Marvelous, Mindful and Courteous Handysize product tanker (Cocoa), MR product tankers TC to a major commodity trading and logistics company Marvelous, Mindful and Courteous have fixed-rate charters expected to end
later this year followed by optional periods (Charterer's options) at higher
rates.
Exceptional MR product tanker TC to a leading tanker shipping company Exceptional's employment was extended by up to 3 years from September 2025.
The time charter is expected to yield c.12% p.a. over the initial firm period.
Orson and Golding Chemical tankers TC to a leading chemical tanker operator -
Neon Gas tanker Operates on a bareboat charter under which the Company provides only the
vessel to the charterer, who is responsible for crewing, maintaining,
insuring, and operating it.
As at 30 June 2025, the Company owned nine bulkers, as follows:
Bulkers Type Employment Comments
Mayflower, Anvil and Auspicious Handysize Bulkers TC to a leading owner and operator of bulkers Following the end of its fixed-rate
Charter in February 2025, Mayflower commenced an index-linked charter for 9-11
months. After the end of its index-linked charter to an operator of bulkers in
May 2025, Anvil commenced another index-linked charter to a leading owner and
operator of bulkers for 9-11 months
Laurel Handysize Bulker TC to an operator of bulkers Laurel's time charter was extended by 4-6 months from March 2025 at a lower
rate vs. previously
Idaho Ultramax Bulker TC to a leading owner and operator of bulkers -
Charming, Awesome and Masterful Handysize Bulkers TC to a leading merchant and processor of agricultural goods After the end of its index-linked charter in May 2025, Charming commenced a
fixed-rate charter for 4-6 months. Shortly after the end of the FY, Awesome's
index-linked charter was extended by 9-11 months from July 2025. After the end
of its index-linked charter in April 2025, Masterful's charter was extended on
a fixed-rate basis by 6-8 months
Rocky IV Handysize Bulker TC to an owner and operator of bulkers After the end of its index-linked charter in April 2024, Rocky IV commenced a
fixed-rate charter for 5-7 months
At 30 June 2025, the Average Charter Length on the Company's bulkers was 0.3
years (2024: 0.35 years). Four of the Company's bulkers are employed on
index-linked charters in anticipation of ongoing market improvement. Please
see the Shipping Market section of this Report.
The Company's fleet across all segments performed well. Marvelous, Mindful,
Courteous, Exceptional, Awesome, Auspicious, Masterful and Charming are in the
top quartile of fuel efficiency in their market segments.
The Shipping Market
The Company aims to provide investors with an attractive level of regular and
growing income and capital returns through investing in secondhand commercial
sea-going vessels, with the portfolio diversified across the main segments of
shipping. The ClarkSea Index, a broad vessel earnings indicator from Clarksons
Research, ended the FY at US$25,315/day, c.11% lower than at the end of June
2024.
The Clarksons Research NB price Index was flat during the FY, having risen
c.49% since the end of 2020. Shipyard slot availability remains limited.
Shipyard orderbook forward cover (i.e. the number of years required to deliver
the orderbook at the output level of the last 12 months) was 3.8 years at the
end of the FY (2024: 3.4 years).
During the FY, the industry continued to be strongly influenced by
geopolitical uncertainty. The new US administration, led by President Trump,
initiated several significant changes including new trade tariffs and port
taxes intended to incentivise US shipbuilding. The geopolitical uncertainty
contributed to a sharp fall in NB orders which were lower ~58% YoY in 1H25.
The decline in NB orders, at least in part, contributed to the stabilisation
in NB prices and is likely to discourage the nascent expansion in yard
capacity. Global shipyard capacity has started increasing from recent lows but
remains well below its 2011 peak. Over the last few years, the Investment
Manager has identified and discussed factors contributing to high NB prices.
While these factors remain in place (and because of which NB prices remain
~49% higher than December 2020),
rising geopolitical uncertainty has contributed to the slowdown in the pace of
NB orders which may temporarily weigh on NB prices.
The changed tariffs apply to approximately 4% of global seaborne trade. The
Company's segments - i.e. product tankers and bulkers are relatively less
affected than car carriers and containerships. Global seaborne trade
(tonne-miles) is expected to grow by c.1% in 2025, a deceleration after ~6%
growth in 2024. The strong growth in 2024 was, in part, the result of
disruption of traditional trade routes which adds to tonne-mile demand. During
the FY, transit through the Suez Canal, faced continued disruption due to
Houthi rebel attacks on vessels in the Red Sea. Despite promising signs of a
potential peace agreement earlier in 2025, the Houthis resumed attacks on
vessels towards the end of the FY resulting in ongoing disruption to transit
via Suez Canal.
This section utilises data from the Tufton Real-Time Activity Capture System
("TRACS") which analyses satellite data to track the international shipping
fleet by the major segments. TRACS uses the draught of each vessel as a proxy
for its utilisation and thereby enables us to have a close to real-time
measure of shipping demand. Other research data used in this section is from
Clarksons Research, unless specified otherwise.
Tankers
The Product Tanker market has benefited since mid-2022 as the war in Ukraine
partially replaced demand for short-haul product tanker cargoes with demand
for long-haul cargoes. The strong market encouraged NB orders which is
expected to result in relatively high fleet growth in 2025 and 2026. Despite
this, there are several upside catalysts on the horizon for the Product Tanker
market including in 2H25:
· Tightening Crude Tanker market: Reversal of OPEC production cuts is
likely to be evident after the summer when OPEC exports increase. This
combined with demand for inventory restocking may absorb swing capacity from
the Product Tanker market
· Stronger than expected oil demand growth as lower oil prices stimulate
demand, especially compared to a weak 2H24
Further out, we note that the scope of sanctions by the US, UK, EU and UN
continues to expand to include more vessels trading Russian oil and oil
products. As of July 2025, more than 800 oil tankers were subject to sanctions
including ~8% of the product tanker fleet. Sanctioned vessels tend to be
20+years old, with higher maintenance capex requirements. Eventually, when
sanctions are lifted, shipowners may find accelerated recycling attractive
instead of the higher maintenance capex required for the vessels to resume
normal commercial service. Removal of sanctioned vessels could result in ~4%
of the global tanker fleet being excluded from commercial service - strongly
positive for medium term supply fundamentals.
The strong chemical tanker market of recent years also resulted in a sharp
increase in NB orders. To de-risk the portfolio the Company agreed, in October
2024, for its two chemical tankers, Orson and Golding, to commence up to
three-year time charters to a leading operator of chemical tankers securing a
minimum of c.US$25m of EBITDA for the Company. The time charters will have a
fixed rate for two years yielding c.20% return and a floor/ceiling rate
structure for the third year.
Bulkers
After a relatively strong 3Q24, the market weakened in 4Q24 with normalisation
of transit through the Panama Canal and slowing imports into Europe and Asia.
Iron ore trade between Brazil and China also softened towards the end of 2024.
The market remained weak through Chinese New Year but started to improve from
April. The supply side for small bulkers (10k-69.9k dwt) looks supportive with
orderbook of c.11% of fleet compared to c12% of the small bulker fleet >20
years old. Demand side concerns remain as a significant portion of dry bulk
shipping demand stems from Chinese import of major bulk commodities.
Environmental, Social and Governance Report
The Investment Manager emphasises the principles of Responsible Investment in
the management of the Company's assets through awareness and integration of
ESG factors into our investment process in the belief that these factors have
a positive impact on long-term financial performance. We recognise that our
first duty is to act in the best financial interests of the Company's
shareholders and to generate attractive financial returns against acceptable
levels of risk, in accordance with the objectives of the Company. We have been
a signatory of the United Nations Principles of Responsible Investment ("UN
PRI") since December 2018 and have a Responsible Investment policy statement
which is available on the Investment Manager's website at
www.tufton.com/responsible-investing. In the 2024 UN PRI signatory assessment,
the Investment Manger achieved scores higher than our peer group in all three
assessment categories. Please see the UN PRI scoring methodology
(https://www.unpri.org/reporting-and-assessment/how-investors-are-assessed-on-their-reporting/3066.article)
for details.
The Company's Board does not have a separate ESG committee but collectively
reviews progress against the policy statement as part of the Company's annual
Sustainability Report which is publicly available on the Company's website
(www.tuftonassets.com (http://www.tuftonassets.com) ). ESG highlights of the
FY include:
• The Company's operating emissions intensity, as measured by the
Energy Efficiency Operating Index ("EEOI") improved by c.9% during 2024
primarily because of capital re-allocation but also from Energy Saving Devise
("ESD") retrofits.
• During the last few years, ESDs retrofits were completed on nine
vessels, of which two were divested.
• Eight other Company vessels are already fuel-efficient relative to
their peers - namely Exceptional, Marvelous, Courteous, Mindful, Awesome,
Auspicious, Masterful and Charming.
We aim to minimise coal carriage on the Company's vessels. In June 2023,
Tufton committed to limiting revenues from transportation of thermal coal to
5% of the Company's total consolidated revenues. Over the FY, revenues from
thermal coal carriage corresponded to 0.3% of SHIP consolidated revenue.
Principal Risks and Uncertainties
The Board has carried out a robust assessment to identify the principal and
emerging risks that could affect the Company, including those that would
threaten its business model, future performance, solvency or liquidity.
Principal risks are those which the Directors consider have the greatest
chance of materially impacting the Company's objectives. The Board has adopted
a "controls" based approach to its risk monitoring which requires each of the
relevant service providers, including the Investment Manager, to establish the
necessary controls to ensure that all identified risks are monitored and
controlled in accordance with agreed procedures where possible.
The Board receives periodic updates on principal risks at their meetings and
has adopted its own control review to ensure that risks are monitored
appropriately, mitigation plans are in place, and that emerging risks are
identified and assessed. The Directors also carry out a regular check on the
completeness of risks identified, including a review of the risk register. The
Board believes that the risk register is comprehensive and addresses all risks
that are currently relevant to the Company. Whilst the Investment Manager
monitors and puts in place controls to mitigate risks, risk and uncertainty
cannot be eliminated.
In addition to the established principal risks, in the current period, the
Board considered the heightened level of geopolitical risk globally and the
introduction of US tariffs in the context of whether either of these
situations indicated the existence of an emerging risk for the Company. After
thorough consideration, the Board concluded that given the nature of the
vessels currently held by the Company neither of these situations were likely
to materially impact the Company's results or operations. Developments in both
areas will continue to be monitored and appropriate action will be taken if
necessary.
The Board consider that the above risks and the emerging risks identified in
prior periods are adequately addressed by the overall risk control and
monitoring processes in place.
The following table shows the Board's view of the principal risks to the
business and efforts to mitigate those risks. The Board considers that no
additional mitigation steps are required at this time.
Underlying cause of risk or uncertainty Objective impacted Control or mitigation implemented
(in what way)
Failure to comply with sanctions. Capital growth The Investment Manager assesses the bona fides of prospective charterers
before contracts are entered into and also monitors the operations of the
Loss of assets reputation or regulatory permissions and resulting fines vessels owned by the Company's SPVs to ensure that all applicable sanctions
are complied with. This includes monitoring of all voyages, cargos and trades
undertaken by the charterers. Tufton Investment Management Ltd (the "AIFM")
reports on the Company's compliance with all applicable sanctions on a
quarterly basis. Updates on sanctions are provided by the AIFM and the
Compliance Officer as and when they arise.
Changes in the geopolitical environment which adversely impact the Company's Capital growth The Investment Manager actively monitors global events which have the
ability to fulfil its investment objectives.
potential to significantly impact the Company's purpose and performance and
Vessel values updates the board on both an ad hoc and quarterly basis through verbal and
written reports.
Loss of income
Liquidity
Dividends
Under or non-performance of Liquidity Measures to mitigate operational risk include extensive pre-purchase due
diligence of the vessels by the Investment Manager, engagement with
charter obligations due to Loss of income professional third-party technical managers to run and control the vessels
and oversight of the technical managers by the dedicated asset manager.
technical and/or operational factors with the vessels. Dividends
Comprehensive insurance is also in place to cover potential loss of asset, off
Vessel values hire, environmental damage and third-party liability. The Investment Manager
provides the board with quarterly updates on all exceptional operation matters
Capital growth at vessel level.
Failure of key service providers, including the Investment Manager, Asset Capital growth This risk cannot be directly controlled but both the Investment Manager and
Manager and the Administrator and thereby
Administrator engaged by the Company are regulated entities with a strong
Loss of income reputation in their respective fields. The Management Engagement Committee
of the Company due to financial, regulatory and/or cybersecurity related
regularly review the performance of all the service providers and their
deficiencies. Loss of assets reputation or regulatory permissions and resulting fines internal controls through making enquiries, and inspection visits. The
Management Engagement Committee report to the board annually their review
findings.
Demand for international Capital growth This risk cannot be controlled, but is mitigated by:
seaborne transportation may decline as a result of exogeneous factors such as Vessel values - diversification to reduce reliance on any particular segment, sector or
trade wars, near shoring and slowing GDP growth.
geography;
Loss of income
- focus on fleet vessel quality and specifications to improve utilisation;
- longer term employment strategy to reduce market exposure; and
- ultimately, lower charter rates could be accepted in order to ensure the
employment of the vessels.
The Investment Manager reports quarterly to the board on the current sector
dynamics and how this may impact the Company. Their quarterly reporting to the
board includes segment exposure, charter length and charter rates, as well as
providing updates on proposed improvements to the vessels.
Vessel maintenance or capital expenditure may be more costly than expected. Capital growth The Company monitors maintenance and capital expenditure through experienced
technical
Dividends
managers. Assessments of expected capital expenditure are made prior to
Liquidity investing in a vessel as part of the Investment Managers investment proposal,
and on an ongoing basis as part of the quarterly reporting to the board. It is
Vessel values important to note that whilst the Company's fleet has experienced increases
beyond budgeted costs, such increases were not so significant as to amend the
initial investment decision.
Failure of, or unwillingness of, a counterparty to meet their contractual Liquidity SPV operating accounts are held with one or more unrated banks, because those
obligations.
banks have a strong track record of facilitating shipping
Dividends transactions/operations. Exposures to such banks are limited to US$10m per
bank in total for all SPVs and an annual review is undertaken of their ongoing
Loss of income suitability.
Investable funds are invested with banks of an A- (or equivalent) or higher
credit rating as determined by an internationally recognised rating agency.
Credit ratings and overall limits are monitored by the Administrator, who
reports exceptions and exposure levels to the board. Charter counterparty
credit worthiness is monitored prior to and throughout the charter. In the
event of default, the board believes there will be no issues finding
alternative employment for any of the ships in the portfolio at prevailing
market rates.
Corporate Summary
The Company is a closed-ended investment company, limited by shares,
registered and incorporated in Guernsey under the Companies Law on 6 February
2017, with registration number 63061. The Company is a Registered Closed-ended
Collective Investment Scheme regulated by the GFSC pursuant to the Protection
of Investors (Bailiwick of Guernsey) Law 2020, as amended and the Registered
Closed-ended Investment Scheme Rules 2021.
As at 30 June 2025, the Company had 267,406,330 shares in issue, all of which
are admitted to the Specialist Funds Segment of the Main Market of the London
Stock Exchange under the ticker "SHIP", ISIN: GG00BSFVPB94, and SEDOL:
BSFXP71. During the FY, the Company bought back 3,350,000 shares.
The Company makes its investments through LS Assets Limited ("LSA") and other
underlying SPVs, which are ultimately wholly owned by the Company. LSA is
registered and was incorporated in Guernsey in accordance with the Companies
Law on 18 January 2018 with registered number 64562. The underlying SPVs owned
by LSA are incorporated in the Isle of Man, in accordance with the Isle of Man
Companies Act 2006 (the "IOM Companies Act").
The Company controls the investment policy of each of LSA and the wholly owned
SPVs to ensure that each will act in a manner consistent with the investment
policy of the Company. The Company refers to each vessel by the underlying SPV
name rather than the actual name of the respective vessel for confidentiality
purposes.
The Investment Manager is Tufton Investment Management Ltd, a company
incorporated in England and Wales with registered number 01835984, which is
regulated by the FCA and has been authorised to act as a Full Scope Registered
UK AIFM under AIFMD. Tufton Investment Management Ltd has been a specialist
investment manager in the maritime and energy markets since 2000 and has been
focused on financial services to these industries since its inception in 1985.
Corporate Governance Statement
The Board of Tufton Assets Limited has considered the Principles and
Provisions of the 2019 AIC Code. The AIC Code addresses the Principles and
Provisions set out in the UK Corporate Governance Code (the "UK Code"), as
well as setting out additional Provisions on issues that are of specific
relevance to the Company.
The Board considers that reporting in accordance with the Principles and
Provisions of the AIC Code, which has been endorsed by the Financial Reporting
Council and the Guernsey Financial Services Commission, provides more relevant
information to shareholders. The Company has complied with the Principles and
Provisions of the AIC Code (except as set out below).
The Board confirms that it has reviewed the Company's systems of risk
management and internal control for the year ended 30 June 2025, and to the
date of the approval of this Annual Report and Audited Financial Statements.
The main features of these systems are segregation of activity between service
providers and critical review and cross checking by both those service
providers and the Board. For further details of the key risks and
uncertainties the Directors believe the Company is exposed to together with
the policies and procedures in place to monitor and mitigate these risks,
please refer to pages 14 to 16 of the Annual Report and Audited Financial
Statements.
The AIC Code is available on the AIC website (www.theaic.co.uk). It includes
an explanation of how the AIC Code adapts the Principles and Provisions set
out in the UK Code to make them relevant for investment companies.
Areas of Exception
Considering that the Board comprises solely of independent Directors, it has
decided not to appoint a senior independent director. The Chair of the Audit
Committee fulfils the role of the senior independent director, which includes
the following:
· supporting the Chair in his role;
· acting as an intermediary for other Directors where necessary;
· being available for shareholders and other non-executives to discuss
any questions or concerns; and
· assisting with the performance evaluation and succession planning of
the Chair's role.
The Board has not deemed it necessary to appoint a separate nomination
committee and therefore the role typically undertaken by such a committee is
currently conducted by the Board as a whole. The rules governing the
appointment and replacement of Directors are set out in the Company's
Articles.
The Directors have overall responsibility for reviewing the size, structure
and skills of the Board and considering whether any changes are required, or
new appointments are necessary to meet the requirements of the Company's
business or to maintain a balanced Board.
Similarly, the Company does not have a separate remuneration committee, as the
Board as a whole fulfils the function of a remuneration committee, which
includes the review on at least an annual basis of the remuneration of the
Directors in accordance with the Company's remuneration policy and market
information.
The Listing Rules regarding diversity do not directly apply to the Company
since it is a member of the Specialist Fund Segment, however, the Board is
currently 40% female. It is important to preserve the current knowledge and
experience of the Board, but further consideration will be given on a
voluntary basis to diversity guidelines during the course of implementing any
future succession plans.
The Board has additionally formulated the following policies and procedures to
assist them to comply with the AIC Code:
Independence
All the non-executive Directors are currently considered by the Board to be
independent of the Company, Investment Manager and the Tufton Group and have
been Directors for eight years or less. The Board's current policy on tenure,
including that of the Chair, is that continuity and experience are considered
to add significantly to the strength of the Board. New Directors receive an
induction from the Investment Manager and the Administrator on joining the
Board, and all Directors receive other relevant training as necessary on their
on-going responsibilities in relation to the Company.
Environmental, Social and Governance
For further details of the Company's approach to ESG matters, please see the
Report of the Directors and the Investment Manager's Report, together with the
Company's Sustainability Report, which is published on its website,
(www.tuftonassets.com (http://www.tuftonassets.com) ).
Diversity and Inclusion Policy
The Company supports the AIC Code provision that the Board should consider the
benefits of diversity when making appointments and is committed to ensuring it
receives information from the widest range of perspectives and backgrounds.
The Board is committed to creating a diverse and inclusive environment where
all individuals feel respected, and where their voices are heard. The Board
believes that diversity of gender, age, ethnicity and personal attributes,
amongst others, contribute to a balanced and more productive Board.
The Board is committed to being non-discriminatory and firmly believes in
equal opportunities for all, with board appointments being made on merit
against a set of objective criteria.
However, while the Board agrees diversity should be sought when making
appointments, it does not consider that this can be best achieved by
establishing specific quotas and targets and appointments are therefore based
wholly on merit. Accordingly, when changes to the Board are required, due
regard is given to both the need for and importance of diversity and to a
comparative analysis of candidates' qualifications and experience.
A pre-established, clear, neutrally formulated and unambiguous set of criteria
are utilised during the appointment process to determine the most suitable
candidate for the specific position sought. In each case, the Board ensures
that candidates are considered from a wide range of backgrounds.
UK Companies Act 2006 - Section 172 Statement
Whilst directly applicable only to UK domiciled companies, the intention of
the AIC Code which is followed by the Company is that the following matters
set out in section 172 of the UK Companies Act, 2006 are reported on by all
companies, irrespective of domicile, provided this does not conflict with
local company law.
Therefore, through adopting the AIC Code, the Board acknowledges its duty to
apply and demonstrate compliance with section 172 of the UK Companies Act 2006
and to act in a way that promotes the success of the Company for the benefit
of its shareholders as a whole, having regard to (amongst other things):
· the consequences of any decision in the long term;
· the need to foster business relationships with suppliers, customers
and others;
· the impact of the Company's operations on the community and the
environment;
· the desirability of the Company maintaining a reputation for high
standards of business conduct; and
· the need to act fairly as between members of the Company.
The Board regularly reviews the Company's principal stakeholders and how the
Company engages with them. Stakeholder voices are considered at Board level
and reflected in board decision making through reporting provided to the Board
by the Brokers and the Investment Manager, together with engagement with
stakeholders themselves either directly or through the above-mentioned
parties.
The Company is an externally managed investment company, has no employees, and
as such is operationally quite simple. The Board does not believe that the
Company has any material stakeholders other than those set out in the
following table.
Investors Service providers Community and environment
Issues that matter to them
Performance of the shares. Reputation of the Company. Compliance with laws and regulations.
Growth of the Company. Compliance with laws and regulations. Impact of the Company and its activities on third parties.
Liquidity of the shares. Remuneration.
Valuation of vessels.
Engagement process
Annual General Meeting. The main two service providers - Tufton Investment Management Ltd (Investment The Company and its SPVs themselves have only a very small footprint in their
Manager) and Apex Fund and Corporate Services (Guernsey) Limited local communities and only a very small direct impact on the environment.
("Administrator") - engage with the Board in face-to-face meetings quarterly,
giving them direct input to Board discussions.
Frequent meetings with investors by Brokers and the Investment Manager and
subsequent reports to the Board. However, the Board acknowledges that it is imperative that everyone
contributes to local and global sustainability.
Where face-to-face contact has not been possible engagement has continued via
video conferencing services such as Microsoft Teams.
Quarterly factsheets.
The activities of the Company in this regard, and in particular concerning the
vessels owned, are reflected within the Company's Sustainability Report and
All service providers are asked to complete a questionnaire annually which the Responsible Investment Policy of the Investment Manager. Please see
Key Information Document. includes feedback on their interaction with the Company, and the Board www.tufton.com/responsible-investing.
ordinarily undertakes an annual visit to the offices of the Investment Manager
and its associated companies in London, Cyprus and the Isle of Man.
Rationale and example outcomes
Clearly investors are the most important stakeholder for the Company. Most of The Company relies on service providers (including the Investment Manager, The Board and the Investment Manager work together to ensure that ESG factors
our engagement with investors is about "business as usual" matters, but has Asset Manager, Administrator and technical managers) entirely as it has no are carefully considered and reflected in investment decisions, and that
also included discussions about the discount of the share price to the NAV. systems or employees of its own. vessel operators are influenced positively. See page 13 for details of the
Company's approach in this area.
The major decisions arising from this have been - During the year a decision was made to retain some cash rather than distribute
all available funds to investors through compulsory redemption. This was to Board members do travel, partly to meetings in Guernsey, and partly elsewhere
· Seeking to ensure long-term value and opportunities to realise value ensure that the Company had sufficient capital to fulfil any recommendations on Company business, including for the annual due diligence visits to London,
through sales of vessels. made by the Investment Manager such as acquiring new vessels. Cyprus and the Isle of Man. The Board considers this essential in overseeing
service providers and safeguarding stakeholder interests. Otherwise, the Board
· Buying back shares in an attempt to reduce or at least contain the share seeks to minimise travel using video conference calls whenever good governance
price discount.
permits.
The Board always seeks to act fairly and transparently with all service
· Carrying out a strategy review, the results of which were announced on 17 providers, and this includes such aspects as prompt payment of invoices.
January 2024.
The Board has continued to focus on the reliability of the valuation of
vessels, a key priority for shareholders. As a result, the Board placed
greater emphasis on reviewing the output from the VesselsValue system used and
charter rates to value most of the Company's fleet and discount rates used in
valuing the remaining vessels.
Engagement processes are kept under regular review. Investors and other
interested parties are encouraged to contact the Company via the Company
Secretary or SHIP@tuftonassets.com (mailto:SHIP@tuftonassets.com) on these
or any other matters.
Statement of Directors' Responsibilities
The Directors are responsible for preparing an Annual Report and Audited
Financial Statements for each FY which give a true and fair view, in
accordance with applicable law and regulations, of the state of affairs of the
Company and of the profit or loss of the Company for that year.
Companies Law requires the Directors to prepare financial statements for each
FY. Under that law the Directors have elected to prepare the financial
statements in accordance with IFRS Accounting Standards as issued by the
International Accounting Standards Board ("IASB").
In preparing financial statements the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgements and estimates that are reasonable and prudent;
· state whether applicable accounting standards have been followed,
subject to any material departures disclosed and explained in the financial
statements; and
· prepare the financial statements on a going concern basis unless it is
inappropriate to presume that the Company will continue in business.
The Company's website is maintained by the Investment Manager in co-operation
with Hudnall Capital. Legislation in Guernsey governing the preparation and
dissemination of financial statements may differ from legislation in other
jurisdictions.
The Directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time, the financial position of the
Company and enabling them to ensure that financial statements comply with the
Companies Law. The Directors are also responsible for safeguarding the assets
of the Company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
Each of the Directors confirms that, to the best of their knowledge:
they have complied with the above requirements in preparing the financial
statements;
· there is no relevant audit information of which the Company's Auditor
is unaware;
· all Directors have taken the necessary steps that they ought to have
taken to make themselves aware of any relevant audit information and to
establish that the Auditor is aware of said information;
· the financial statements, prepared in accordance with IFRS Accounting
Standards and applicable laws, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company; and
· the Annual Report and Audited Financial Statements includes a fair and
balanced review of the development and performance of the business and the
financial position of the Company, together with a description of the
principal risks and uncertainties that it faces.
The AIC Code, as adopted by the Company, also requires Directors to ensure
that Annual Reports and Audited Financial Statements are fair, balanced and
understandable. In order to reach a conclusion on this matter the Board has
requested that the Audit Committee advises on whether it considers that this
Annual Report and Audited Financial Statements fulfil these requirements. The
process by which the Audit Committee has reached these conclusions is set out
in the Audit Committee Report on pages 36 to 38.
Furthermore, the Board believes that the Annual Report and Audited Financial
Statements provide the information necessary for shareholders to assess the
Company's performance, business model and strategy.
Having taken into account all matters considered by the Board and brought to
the attention of the Board for the year ended 30 June 2025, as outlined in the
Corporate Governance Statement and the Audit Committee Report, the Board has
concluded that the Annual Report and Audited Financial Statements for the year
ended 30 June 2025, taken as a whole, are fair, balanced and understandable
and provide the information required to assess the Company's performance,
business model and strategy.
…………………………
…………………………
Rob King
Trina Le Noury
Director
Director
Report of Directors
The Directors present their Annual Report and Audited Financial Statements of
the Company for the year ended 30 June 2025.
The Company was registered in Guernsey on 6 February 2017 and is a registered
closed-ended investment scheme under the Protection of Investors (Bailiwick of
Guernsey) Law, 2020, as amended. The Company's shares were listed on the
Specialist Funds Segment of the Main Market of the London Stock Exchange on 20
December 2017 under the ticker SHIP. Post the compulsory redemption on 14
August 2024, an additional GBX ticker (SHPP) was added to the same market
exchange.
Investment Objective and Policy
The Company's investment objective is to provide investors with an attractive
level of regular and growing income and capital returns through investing in
second-hand commercial sea-going vessels. The Board monitors the Investment
Manager's activities through strategy meetings and discussions as appropriate.
The Company has established a wholly owned subsidiary that acts as a Guernsey
holding company for all its investments, LSA, which is governed by the same
Directors as the Company.
All vessels acquired, vessel-related contracts and costs will be held by SPVs
domiciled in the Isle of Man or other jurisdictions considered appropriate by
the Company's advisers. The Company conducts its business in a manner that
results in it qualifying as an investment entity (as set out in IFRS 10:
Consolidated Financial Statements) for accounting purposes and as a result
applies the investment entity exemption to consolidation. The Company
therefore reports its financial results on a non-consolidated basis.
Subject to the solvency requirements of the Companies Law, the Company intends
to pay dividends on a quarterly basis. The Directors expect the dividend to
grow, in absolute terms, modestly over the long term. The Company raised its
target annual dividend to US$0.10 per share starting 1Q24 (previously US$0.085
per share).
The Company aims to achieve an IRR of 12% or above (net of expenses and fees)
on the Issue Price over the long term.
Shareholder information
Up to date information regarding the Company, including the quarterly
announcement of NAV, can be found on the Company's website, which is
www.tuftonassets.com (http://www.tuftonassets.com) and is maintained by the
Investment Manager.
The Company has a 30 June FY end.
Share issues and buybacks
The Company has not issued any shares in the year ended 30 June 2025 nor in
the period to 30 September 2025. On various occasions during the year ended 30
June 2025 the Company purchased a total of 3,350,000 shares at a weighted
average price of US$1.19. The Company bought back a no further ordinary
shares, between the end of the FY and 30 September 2025.
Accordingly, the Company had 267,406,330 shares in issue as at the date of
signing these financial statements. All shares repurchased are held in
treasury.
Results and dividends
The Company's performance during the year is discussed in the Chair's
Statement on page 2. The results for the year are set out in the Statement of
Comprehensive Income on page 45.
The Directors of the Company who served during the year and to date are set
out on pages 26 to 27.
Directors' interests
The Directors held the following interests in the share capital of the Company
either directly or beneficially as at 30 June 2025, and as at the date of
signing these financial statements:
30 June 30 June
2025 2024
Director Shares Shares
R King 65,000 60,000
S Le Page 46,504 41,268
P Barnes 18,651 5,000
C Rødsaether 37,906 30,000
T Le Noury 10,000 5,000
Directors' Attendance
Attendance of Directors at each meeting held during the year:
Director Quarterly Board meetings Audit Committee Ad hoc meetings
Held Attended Held Attended Held Attended
R King 4 4 3 2 14 14
S Le Page 4 3 3 3 14 13
P Barnes 4 4 3 3 14 14
C Rødsaether 4 4 3 3 14 14
T Le Noury 4 4 3 3 14 14
The Directors fees are as disclosed below:
Annual agreed fees for the calendar year:
1 January to 1 January to
31 December 2025 31 December 2024
Director £ £
R King 47,000 45,000
S Le Page 40,500 42,500
P Barnes 42,000 40,000
C Rødsaether 40,500 38,500
T Le Noury 44,500 38,500
Fees paid for the FY:
30 June 2025 30 June 2024
Director £ £
R King 46,000 43,500
S Le Page 41,500 40,500
P Barnes 41,000 37,750
C Rødsaether 39,500 37,000
T Le Noury(3) 41,500 25,135
Other Interests
Tufton Group related stakeholders including current and former shareholders,
employees, and non-executive directors directly or beneficially held ~3.3% of
the issued share capital as at 30 June 2025 (2024: ~4.9%). Refer to Note 15
for details on ordinary shares held and Note 7 for rights and obligations of
the Company's shares.
Share buyback and discount management
Subject to working capital requirements, and at the absolute discretion of the
Board, excess cash may be used to repurchase shares. The Directors may
implement share buybacks at any time before the 90-day guideline set out in
the Prospectus where they feel it is in the best interest of the Company and
all shareholders.
The Board will consider repurchasing the Company's ordinary shares in the
market if they believe it to be in shareholders' interests as a whole and as a
means of correcting any imbalance between supply of and demand for the shares.
The Company purchased 3,350,000 of its own shares at a weighted average price
of US$1.19 per share during the FY, for a total consideration of US$4.0m. The
purchased shares are held in treasury. Refer to Note 7 for more details. There
were 20,896,000 shares held in treasury and 267,406,330 shares outstanding as
at the end of the FY.
Companies Law allows companies to hold shares acquired by way of market
purchase as treasury shares, rather than having to cancel them. These treasury
shares may be subsequently cancelled or sold for cash. Therefore, it is agreed
that any shares repurchased pursuant to the general authority referred to
above may be held by the Company in treasury, to the extent permitted by
Companies Law.
The Company wishes to operate a buyback programme that is effective and also
adds value for shareholders. As such, unless authorised by shareholders, no
shares will be sold from treasury at a price less than the NAV per share at
the time of the sale unless they are first offered pro rata to existing
shareholders.
Compulsory Redemption
On 14 August 2024 the Company compulsorily redeemed and cancelled 20,326,211
shares at a price of US$1.55 per share, returning US$31.5m to shareholders,
paid on 28 August 2024.
The Directors shall have the right to allot and issue shares to grant rights
to subscribe for or to convert any security into shares and to make offers or
agreements to allot and issue equity securities (as defined in Article 5.1(a)
of the Articles) for cash and/or to sell ordinary shares held by the Company
as treasury shares as per the pre-emption rights contained in Article 5.2 of
the Articles.
Board Responsibilities and Corporate Governance
Please note the Corporate Governance Statement on pages 18 to 21 forms part of
this report.
Board Members
The Company's Board comprises five independent non-executive Directors. The
Board's role is to manage and monitor the Company in accordance with its
objectives. The Board monitors the Company's adherence to its investment
policy, its operational and financial performance and its underlying assets,
as well as the performance of the Investment Manager and other key service
providers.
In addition, the Board has overall responsibility for the review and approval
of the Company's NAV calculations and financial statements. It also maintains
the Company's risk register, which it monitors and updates on a regular basis.
The Directors of the Company who served during the year are:
Robert King, Chair
Rob serves as an independent non-executive director on a number of company
boards, none of which are listed other than the Company. Before becoming an
independent non-executive director in 2011, Rob was a director of Cannon Asset
Management Limited and their associated companies. Prior to this he was a
director of Northern Trust International Fund Administration Services
(Guernsey) Limited (formerly Guernsey International Fund Managers Limited)
where he had worked from 1990 to 2007. Rob has been involved in the offshore
finance industry since 1986. Rob is British and resident in Guernsey.
Christine Rødsaether
Christine is a partner in law firm Simonsen Vogt Wiig, with more than 35
years' experience advising clients in the international shipping and offshore
sectors, in relation to design, construction, operation, financing, sale and
purchase of vessels and offshore installations, restructuring and
reorganisation of companies and financing of assets, representing major
international financiers.
Previously, she was a partner in Andersen Legal ANS and a lawyer at Wikborg,
Rein & Co. Christine has extensive board experience, and currently serves
on the boards of OSE listed chemical tanker and tank terminals owner and
operator Odfjell SE and privately owned Mosvolds Rederi and Lufttransport Adm.
AS. Christine is Norwegian and is resident in Norway.
Stephen Le Page
A chartered accountant and chartered tax adviser.
Stephen was a partner at PricewaterhouseCoopers CI LLP in the Channel Islands
from 1994 until his retirement in September 2013. He led that firm's audit and
advisory businesses for approximately ten years and for five of those years
was the Senior Partner (equivalent to Executive Chair) for the Channel Islands
firm.
Stephen serves on a number of boards as a non-executive director, including
two other London listed funds, Volta Finance Limited and acting as Chair of
the audit committee for Amedeo Air Four Plus Limited and for one International
Stock Exchange listed company, Channel Islands Property Fund Limited. Stephen
is British and resident in Guernsey.
Paul Barnes
An investment banker experienced in asset backed, structured and project
financing with wide geographic exposure including Asia, Central/Eastern
Europe, North and Latin America and Scandinavia. Paul was managing director at
BNP Paribas and co-head of its EMEA Shipping and Offshore business between
2010 and 2015. He was also head of risk monitoring for Global Shipping at BNP
Paribas.
Prior to that, Paul had served as head of shipping (London) at Fortis Bank,
head of specialised industries at Nomura International and as a corporate
finance director of Barclays Bank and as a director of its Shipping Industry
Unit. Paul is British and resident in the United Kingdom. Paul chairs the
Management Engagement Committee.
Katriona Le Noury ("Trina") Chair of Audit Commitee
Trina is a qualified chartered accountant with more than 20 years' experience
working in the funds industry.
Before becoming an independent non-executive director in 2023, she held senior
management positions at two separate Private Equity firms, including holding
directorships on the respective firms' fund General Partner boards. She
currently serves on the board of JPEL Private Equity Limited and Fair Oaks
Income Limited, both London listed investment companies, as well as the
general partner company to a Guernsey private investment company and two
not-for-profit organisations. Trina is British and a resident in Guernsey.
Conflicts of Interest
None of the Directors nor any persons connected with them had a material
interest in any of the Company's transactions, arrangements or agreements at
the date of this report and none of the Directors has or had any interest in
any transaction which is or was unusual in its nature or conditions or
significant to the business of the Company, and which was affected by the
Company during the year. At the date of this report, there are no outstanding
loans or guarantees between the Company and any Director.
Share Dealing Code
The Company has adopted a share dealing code, in conformity with the
requirements of the Listing Rules and the EU Market Abuse Regulation and takes
steps to ensure compliance by the Board and relevant senior staff with the
terms of the policy.
Appointment, re-election and remuneration of Directors
As stated within the Corporate Governance Statement, due to the Board's size,
the Board has not deemed it necessary to appoint a separate nomination
committee and therefore the role typically undertaken by such committee is
currently conducted by the Board as a whole. The rules governing the
appointment and replacement of Directors are set out in the Company's
Articles. The Articles also require that at each annual general meeting, all
the Directors will submit themselves for re-election.
The Directors have overall responsibility for reviewing the size, structure
and skills of the Board and considering whether any changes are required, or
new appointments are necessary to meet the requirements of the Company's
business or to maintain a balanced Board.
This is formally considered annually at the time of the Board, Chair and
Directors' annual performance appraisals.
When considering new appointments, the Board ensures that a diverse group of
candidates is considered and that appointments are made against objective
criteria, in accordance with the Company's Diversity & Inclusion Policy.
The Company does not have a separate remuneration committee as the Board as a
whole fulfils the function of a remuneration committee, which includes the
review on at least an annual basis of the remuneration of the Directors in
accordance with the Company's remuneration policy and market information. The
Company's policy is for Directors to be remunerated in the form of fees which
are paid quarterly in arrears. No element of the Directors' remuneration is
performance-related, and no Director is involved in setting his or her own
remuneration.
Fees payable to the Directors should reflect the time spent by the Board on
the Company's affairs and the responsibilities borne by the Board and should
be sufficient to enable high calibre candidates to be recruited to the Board,
ultimately contributing to a composition of the Board that is balanced and
effectively discharges stewardship of the Company's affairs.
Annual performance appraisal
The performance of the Board, committees and individual Directors have been
formally and rigorously evaluated by a self-assessment process coordinated by
the Administrator who circulates the findings to the Board. This evaluation is
performed annually.
The last annual review took place in May 2025 with the next annual review
taking place in June 2026. Evaluation of the Chair is led by the Chair of the
Audit Committee, who carries out the functions of a senior independent
director.
Audit Committee
The Board delegates certain responsibilities and functions to the Audit
Committee. Trina Le Noury is the Chair of the Company's Audit Committee which
also includes Paul Barnes, Christine Rødsaether and Stephen Le Page.
In discharging its responsibilities, the Audit Committee will review the
annual and half yearly financial statements, the risks to which the Company is
subject, the system of internal controls, and the terms of appointment and
remuneration of the Independent Auditor. It is also the forum through which
the Auditor reports to the Board. The Audit Committee is expected to meet at
least twice a year.
The objectivity of the Independent Auditor will be reviewed by the Audit
Committee, which will also review the terms under which the Independent
Auditor is appointed to perform non-audit services. The Audit Committee will
review the scope and results of the audit, its cost effectiveness, quality of
work and the independence and objectivity of the Auditor, with particular
regard to non-audit services and fees.
The members of the Audit Committee consider that they collectively have the
requisite skills and experience to fulfil the responsibilities of the audit
committee. Given both Trina Le Noury and Stephen Le Page's skills and
financial experience, the Board has satisfied itself that the Audit Committee
have recent and relevant financial experience.
Other Committees
The Company formed a Management Engagement Committee chaired by Paul Barnes in
2023, which also includes Stephen Le Page, Rob King, Christine Rødsaether and
Trina Le Noury.
The functions of the Management Engagement Committee are to review annually
the compliance by the Investment Manager with the Company's investment policy
as established by the Board and with the Investment Management Agreement
("IMA") entered into between the Company and the Investment Manager; and to
review annually the performance and remuneration of any other service
providers to the Company.
During the year, the Committee has reviewed the contractual relationship with
and the performance of all the service providers to the Company, and in
particular the Investment Manager. As part of the review process, the
Committee concluded that service providers are performing in accordance with
the Company's expectations and contractual arrangements, and that their
continued appointment is in the best interests of shareholders.
Operation of the Board
It is the responsibility of the Board to ensure that there is effective
stewardship of the Company's affairs. A formal schedule of matters reserved
for decision of the Board has been adopted. This includes the following items:
· changes to the structure, size and composition of the Board,
· the appointment of directors to specified offices of the Board, including
the Chair and senior independent director,
· board succession planning, training, development and evaluation,
· overall leadership of the Company and setting values and standards,
and
· on-going review of the Company's Investment strategy, investment
objectives and investment policy.
The Board and Investment Manager work closely together, with the Investment
Manager attending and presenting at quarterly Board meetings. At each of these
meetings the Board assess, discuss and challenge the Investment Manager's
performance in terms of investment performance, risk and the management and
impact of operational issues within the portfolio. During the current year,
the Board has not identified any issues with the Investment Manager's
performance.
The Board meet at least quarterly to review the overall business of the
Company and to consider the matters specifically reserved for it. The quorum
at Directors' meetings is two Directors present in person or by telephone and
they are held in Guernsey.
Detailed information is provided by the Investment Manager, Asset Manager and
Administrator for these meetings and additionally at regular intervals to
enable the Directors to monitor compliance with the investment objective and
the investment performance of the Company both in an absolute and relative
sense. Overall Company strategy is discussed in detail at quarterly meetings
of the Board and at ad hoc board meetings when required. Directors also have
the opportunity to discuss these and any other matters with the Investment
Manager outside of the Board meetings as appropriate.
The Directors are provided with standard papers in advance of each quarterly
meeting to allow the review of several key areas including the Company's
investment activity over the quarter relative to its investment policy; the
global shipping industry; the revenue and financial position gearing;
performance; share price discount or premium (both absolute levels and
volatility); and relevant industry and macro-economic issues.
The Board also receive quarterly reports analysing and commenting on the
composition of the Company's share register and monitoring significant changes
to shareholdings.
The Audit Committee is responsible for overseeing the Company's relationship
with the Independent Auditor, including making recommendations to the Board on
the appointment of the Independent Auditor and their remuneration.
PricewaterhouseCoopers CI LLP ("PwC") was originally appointed as the
Company's Independent Auditor on 20 December 2017.
The Auditor, PwC, has indicated its willingness to remain in office. A
resolution for the reappointment of PwC was proposed and approved at the AGM
on 24 October 2024. Another resolution for their appointment will be proposed
at the AGM on 23 October 2025.
Service Providers
The Investment Manager / Alternative Investment Fund Manager ("AIFM")
Tufton Investment Management Ltd, a specialist investment manager in maritime
markets since 2000, has been appointed as the Investment Manager. Since its
inception in 1985, the Investment Manager has been focused on financial
services to this industry.
As of 30 June 2025, the Investment Manager managed investments of c.US$0.6
billion. Whilst the Board has responsibility for all the strategic decision
making required by the Company (including acquisitions, disposals, financing,
capital expenditure, charters and other material contracts), matters
concerning the operations of the vessels (within the approved budgets and
parameters set by the Board for the Company and the SPVs) are delegated to the
Investment Manager.
As of 30 June 2025, the Tufton Group of which the Investment Manager is part,
had 27 employees operating from offices in London, Switzerland, Isle of Man
and Cyprus. The Investment Manager is fully dedicated to the shipping industry
with in-house research and dedicated Asset Manager providing services to each
vessel purchased.
As described in the Prospectus, the Investment Manager has an established
track record in managing segregated mandates for pension funds with similar
investment objectives to those of the Company. The Investment Manager's
employees have significant experience of investing and financing in the
shipping industry. Each member of their Investment Committee has between 20
and 40 years of experience in the maritime financial markets either from
investment banking, commercial banking or from the vessel owning/operating
perspective.
The Investment Manager's role encompasses the identification of appropriate
transaction opportunities, conducting necessary due diligence, making
recommendations to the Board and completing the proposed transactions on
behalf of the Company.
The Investment Manager (in conjunction with the Asset Manager) will also
monitor the performance of the Company's portfolio. The Investment Manager,
which acts as the Company's AIFM under the AIFMD, is authorised and regulated
by the FCA.
Investment Committee
The Investment Manager has established an Investment Committee.
Each investment proposal is reviewed by the Investment Committee which meets
as required. In reviewing each potential investment, the Investment Committee
considers a range of factors including a detailed analysis of the vessel's
technical condition and other analyses from the Asset Manager, a full
risk/reward analysis, downside stress testing, commercial/employment strategy,
effects of adding moderate leverage in accordance with Company policy, market
outlook, credit quality of charterer, market reputation of counterparties,
deal modelling, exit strategy and any macro analysis that might be necessary
to fully understand the investment. The Investment Manager is committed to
Responsible Investment and integrates ESG factors into its investment process.
The Investment Manager reviews the environmental footprint of new vessel
acquisitions as well as KPIs of technical managers on safety and fulfilling
regulatory requirements. Should the Investment Committee be in favour of an
acquisition, an appropriate recommendation will be made to the Board who would
ultimately determine whether an acquisition should be made.
Asset Manager
Tufton Management Limited was established in 2009 to act as the Asset Manager
for vessels owned by funds and investment vehicles managed or advised by
Tufton Group.
The Asset Manager subcontracts technical services from associated company
Tufton Asset Management Limited, based in Cyprus, which employs professionals
who have experience in all aspects of ship management including special
surveys, maintenance, repair and negotiation of commercial agreements for
vessel employment and provides the services detailed in the Prospectus.
The Asset Manager enters into an asset management agreement with each SPV and
receives a fee of US$200 per vessel per day.
Administrator and Secretary
Apex Fund and Corporate Services (Guernsey) Limited (formerly Apex
Administration (Guernsey) Limited) ("Apex") has been appointed as
administrator and secretary to the Company, pursuant to the Administration
Agreement dated 27 February 2017 and to LSA, pursuant to the Administration
Agreement dated 20 April 2018. Apex was incorporated with limited liability in
Guernsey on 9 January 1998 and is licensed by the Guernsey Financial Services
Commission under the Protection of Investors (POI) Law. Apex is also regulated
under The Regulation of Fiduciaries, Administration Businesses and Company
Directors, etc (Bailiwick of Guernsey) Law, 2020.
The Administrator forms part of the Apex Group Ltd ("Apex Group") established
in Bermuda in 2003. Apex Group is a global financial services provider which
delivers an extensive range of services to asset managers, capital markets,
private clients and family offices. The group employs over 13,000 staff in
over 100 offices worldwide and collectively administers in excess of US$3.4
trillion in assets.
The Administrator provides day-to-day administration services to the Company
and is also responsible for the Company's general administrative and
secretarial functions such as the calculation of the NAV, compliance with the
Code and maintenance of the Company's accounting and statutory records.
Depositary
Apex Depositary (UK) Limited has been appointed as depositary to the Company,
pursuant to the Depositary Agreement dated 4 November 2022. The role of the
depositary will ensure that investment instructions from the Investment
Manager comply with the Law or Constitutional Documents of the Fund.
Apex Depositary (UK) Limited is an active company incorporated on 25 October
2013 with the registered office located in London. The Depositary also forms
part of the Apex Group noted above.
Registrar
Computershare Investor Services (Guernsey) Limited was appointed as registrar
to the Company pursuant to the Registrar Agreement dated 27 February 2017. In
such capacity, the Registrar is responsible for the transfer and settlement of
shares held in certificated and uncertificated form. The Register may be
inspected at the office of the Registrar.
Disclosure Obligations
Shareholders are obliged to comply, from Admission, with the shareholding
notification and disclosure requirements set out in Chapter 5 of the
Disclosure Guidance and Transparency Rules. The Administrator will monitor
disclosure with reference to changes in shareholdings.
Annual Report and Audited Financial Statements
The Board is responsible for preparing the Annual Report and Audited Financial
Statements. The Audit Committee advises the Board on the form and content of
the Annual Report and Financial Statements, any issues which may arise and any
specific areas which require judgement.
Anti-bribery and corruption
The Board acknowledges that the Company's international operations may give
rise to possible claims of bribery and corruption. In consideration of the UK
Bribery Act the Board reviews the perceived risks to the Company arising from
bribery and corruption to identify aspects of the business which may be
improved to mitigate such risks.
The Board has adopted a zero-tolerance policy towards both bribery and
corruption and has reiterated its commitment to carry out business fairly,
honestly and openly. Since April 2019, Tufton is an active member of the
Maritime Anti-Corruption Network ("MACN"), a global network to eliminate
corruption in the industry.
In respect of the UK Criminal Finances Act 2017 which introduced a Corporate
Criminal Offence of 'failing to take reasonable steps to prevent the
facilitation of tax evasion', the Board confirms that it is committed to zero
tolerance towards the criminal facilitation of tax evasion.
Modern slavery
The Company, through its Investment Manager seeks to ensure that all charter
counterparties have policies and procedures which prevent any possibility of
slavery or similar issues on the vessels comprising the fleet.
The Investment Manager has such policies and procedures in its own right which
govern the ship management contracts used to appoint technical managers.
General Data Protection Regulation ("GDPR")
The Board, through enquiry of its service providers, has ensured that the
requirements of GDPR and its equivalent legislation in the UK and Guernsey,
are met by them when they process any data on behalf of the Company.
Alternative Investment Fund Managers Directive ("AIFMD")
The Investment Manager, Tufton Investment Management Ltd, has been authorised
by the FCA as a Full Scope Registered UK AIFM under the AIFMD. The funds
managed by the AIFM, including the Company, are now defined as Alternative
Investment Funds and are subject to the relevant articles of the AIFMD.
The Company notes that while AIFMD no longer binds the UK in its
implementation, a domestic regime has been put in place regulating the
management and marketing of AIFs in the UK, which generally maintains the
AIFMD rules as implemented at the end of the transition period with respect to
the UK's departure from the European Union on 31 December 2020.
Internal control and financial reporting
The Board is responsible for establishing and maintaining the system of
internal controls required by the Company's operations. These internal
controls are undertaken by the service providers. Internal control systems are
designed to meet the specific needs of the Company and the risks to which it
is exposed, and, by their very nature, provide reasonable, but not absolute,
assurance against material misstatement or loss.
The key procedures which have been established to provide effective internal
controls include:
· Apex is responsible for the provision of administration, accounting
and company secretarial duties. Apex also provides compliance oversight in
respect of the Company and its activities. As the Company itself has no IT
systems and relies on the IT systems of its service providers, Apex
additionally has a role in cyber security and the protection of the Company's
data through the operation of Information Security Protection Controls. Apex
staff are also regularly trained in order to minimise the risk of an
accidental data breach;
· Tufton Investment Management Ltd provides portfolio management and
risk management services to the Company. It is also the AIFM for the purposes
of AIFMD;
· Tufton Management Limited, an affiliate of the Investment Manager,
provides Asset Management services to each underlying SPV;
· Tufton Corporate Services, an affiliate of the Investment Manager,
provides administration, accounting and company secretarial services for the
SPVs;
· Computershare Investor Services (Guernsey) Limited is responsible for
the provision of Registrar services;
· the Board clearly defines the duties and responsibilities of the
Company's agents and advisers in the terms of their contracts;
· the Board receives assurances from the Company's agents and advisers
that any amendments required as a result of regulatory change, are actioned
accurately and promptly; and
· the Board reviews financial information and compliance reports
produced by the Administrator on a regular basis.
The Board and Audit Committee have reviewed the Company's risk management and
internal control systems and believe that the controls are satisfactory given
the size and nature of the Company.
Responsible Investment, Sustainability and ESG Policy
The Company's 2024 Sustainability Report can be found on the Company's
website, (www.tuftonassets.com).
The Sustainability Report sets out the combined approach of the Investment
Manager and the Company to the integration of sustainability risks and
responsible investment principles in its investment decision making and asset
ownership practices. The Investment Manager seeks to align the Company's
strategy with best practices and market standards in all ESG and Responsible
Investment matters.
The Investment Manager believes upholding high standards of ESG and
responsible investment principles and practices are an essential tool for
managing the risks presented by challenges such as climate change, social
inequality and human rights issues, delivering long-term value and positive
returns for the Company's shareholders as part of the Company's investment
objectives, and ensuring the continued sustainability of shipping as a whole.
The Sustainability Report includes further details on the Company's approach
to stakeholder engagement, human rights and anti-bribery practices, together
with how the activities of the Company are aligned with recognised ESG
standards such as the UN's Sustainable Development Goals. In accordance with
the Policy, the Directors have requested that the Investment Manager consider
the broader social, ethical and environmental issues of the vessels within the
Company's portfolio, acknowledging that companies failing to manage these
issues adequately run a long-term risk to the sustainability of their
businesses and that this reflects stakeholders' views.
More specifically, the Board expect companies to demonstrate ethical conduct,
effective management of their stakeholder relationships, responsible
management and mitigation of social and environmental impacts, as well as due
regard for wider societal issues. The Directors along with the Investment
Manager recognise the value of integrating principles of Responsible
Investment into the investment management process and ownership practices in
the belief that this can have an impact on long-term financial performance.
The Sustainability Report has further information on how the Investment
Manager practically implements and considers the Policy when making investment
decisions.
Viability statement
The Board, in assessing the long-term viability of the Company, has paid
particular attention to the Principal Risks and Uncertainties faced by the
Company as disclosed on pages 14 to 16 of these financial statements. The
Board has determined that a three-year viability period is the most
appropriate for viability testing. The Board has considered the cash flow
projection for the running costs of the Company to ensure the Company
generates sufficient cash to meet its operating costs until the end of the
viability period and is therefore able to sustain its business model and
structure, including the payment of dividends at the announced target level.
The Board has also considered the cash flow projections for the Company and
its SPVs in two market stress scenarios including a viability stress scenario
wherein the primary sensitivity of an extended period of market stress results
in time charter rates staying below the historic median levels over the entire
three-year forecast period.
The Directors have a reasonable expectation that the Company will be able to
continue in operation and meet its liabilities as they fall due and that the
business model will remain robust during the viability period.
Going concern
In assessing the going concern basis of accounting the Directors have,
together with discussions and analysis provided by the Investment Manager, had
regard to the guidance issued by the Financial Reporting Council.
They have considered the possible impact of recent market volatility and
geopolitical events on the current and future operations of the Company and
its investments. Cash reserves are held at the LSA and SPV levels and rolled
up to the Company as required to enable expenses to be settled as they fall
due.
Shareholders approved the continuation of the Company at the 2024 AGM held on
24 October 2024. The Directors are satisfied that, at the time of approving
the financial statements, no other material uncertainties exist that may cast
significant doubt concerning the Company's ability to continue for the
foreseeable future concluding that the Company has adequate resources to
continue in operational existence for at least twelve months from the date of
approval of the financial statements. For these reasons, the Directors
continue to adopt the going concern basis in preparing the financial
statements.
Further Details of Continuation Vote
As outlined in the Prospectus dated 25 September 2018, the Directors presented
an ordinary resolution for the Company to continue its operations (the
"Continuation Resolution") at the 2024 AGM held on 24 October 2024.
Shareholders approved the continuation of the Company with 190,871,147 votes
in favour and 6,892,691 votes against. The Directors will propose a similar
resolution to shareholders at the 2027 AGM and every three years thereafter.
Shareholders' significant interests
The following shareholders had notified to the Company a substantial interest
of 5% or more of the issued share capital as at 30 June 2025.
% of issued share capital
East Riding Pension Fund 11.92
South Yorkshire Pensions Authority 9.97
Schroder Investment Management 9.91
West Yorkshire Pensions Fund 8.08
Raymond James Investment Services 6.74
The Directors place a great deal of importance on communication with
shareholders. They request regular updates from the Company's Brokers and
financial advisers on their communications with shareholders. They can also be
contacted via the email address provided in the Chair's Statement.
The Annual Report and Audited Financial Statements are also distributed to
other parties who have an interest in the Company's performance. Additional
information on the Company can be obtained through the website
www.tuftonassets.com (http://www.tuftonassets.com) , which is maintained by
the Investment Manager.
The Notice of the Annual General Meeting is included within the Annual Report
and Audited Financial Statements and is sent out at least 20 working days in
advance of the meeting, in accordance with the AIC Code. All shareholders have
the opportunity to put questions to the Board or the Investment Manager
formally at the Company's Annual General Meeting.
The Company Secretary and Investment Manager are available to answer general
shareholder queries at any time throughout the year. The Company can be
contacted via the Company Secretary or SHIP@tuftonassets.com
(mailto:SHIP@tuftonoceanicassets.com) .
The Company confirms that there is no information that is required to be
disclosed under Listing Rule 9.8.4.
Approved by the Board on 30 September 2025 and signed on behalf of the Board
by:
…………………………
…………………………
Rob King
Trina Le Noury
Director
Director
Audit Committee Report
Chairman's introduction
I am pleased to present to you the Audit Committee report prepared in
accordance with the current AIC Code, which reflects the UK Corporate
Governance Code to the extent that it is applicable to investment companies.
The terms of reference for the committee are available on the Company's
website, www.tuftonassets.com (http://www.tuftonassets.com) . During the year
ended 30 June 2025 and to the date of this report, the main areas of activity
have been as follows:
· reviewing and assessing the Principal Risks and Uncertainties (as set
out on pages 14 to 16);
· reviewing the accounting policies for the Company to ensure they
remain appropriate for the preparation of the Company's Annual Report and
Audited Financial Statements;
· reconsidering the areas of judgment or estimation arising from the
application of International Financial Reporting Standards to the Company's
activities and the documentation of the rationale for the decisions made and
estimation techniques selected, to ensure they remain appropriate;
· meeting with the Independent Auditor, PwC, to review and discuss their
independence, objectivity and proposed scope of work for their audit of this
Annual Report and Audited Financial Statements;
· meeting with the Company's principal service providers to review the
controls and procedures operated by them to ensure that the Company's risks
are properly managed and that its financial reporting is complete, accurate
and reliable; and
· reviewing in detail the content of this Annual Report and Audited
Financial Statements, the work of the service providers in producing it and
the results of the external audit.
Membership and Role of the Committee
The Board has delegated certain responsibilities and functions to the Audit
Committee. Trina Le Noury is the Chair of the Company's Audit Committee which
also includes Paul Barnes, Christine Rødsaether and Stephen Le Page.
In discharging its responsibilities, the Audit Committee will review the
annual and half yearly financial statements, the risks to which the Company is
subject, the system of internal controls, and the terms of appointment and
remuneration of the Independent Auditor. It is also the forum through which
the Auditor reports to the Board. The Audit Committee is expected to meet at
least twice a year.
The Committee discharges its responsibilities through a series of scheduled
meetings, the agendas of which are linked to events in the financial calendar
of the Company. The Committee met two times during the year ended 30 June 2025
and once more since the year end. The Independent Auditor attended all of
these meetings.
Internal control
The Board reviews the internal controls of the Company's service providers,
who are required to establish and maintain appropriate systems of internal
control, by reviewing regular reports from the service providers. The Board
also ensures segregation of duties between the service providers.
In addition, the Board seeks to make visits to certain service providers
periodically to assess their organisation and culture and to meet the
individuals responsible for key functions. The Audit Committee, and
particularly the Chair of the Committee, also closely monitors the financial
reporting process and the tasks undertaken in the production of the Annual
Report and Audited Financial Statements.
This has involved discussions with the Administrator of the Company, the
administrator of the Isle of Man SPVs and the Investment Manager.
Review of accounting policies and areas for judgment or estimation
These financial statements reflect the application of the accounting policies
and estimation techniques originally set out in the Company's Prospectus for
its IPO in December 2017. The Audit Committee confirms that they are still
considered to be appropriate.
In particular, the following are the significant issues that the Audit
Committee considered relating to the financial statements:
· the application of IFRS 10 - Consolidated Financial Statements ("IFRS
10") to the Company, on page 49;
· the detailed approach to arriving at the estimate of fair value for
each vessel, SPV and the Guernsey holding company, LSA; and
· the determination of the Company's viability and the applicability of
the going concern assumption, on page 34.
These financial statements reflect the outcome of those discussions. In
addition, the Independent Auditor's proposed scope of work in connection with
these areas and the statements in general was agreed.
Fair value estimation
The majority of the NAV of the Company is derived from the fair value of the
vessels owned by the Company's indirect SPV subsidiaries, which are themselves
held by the Company's subsidiary, LSA. The Company has chosen to use values
provided by the Investment Manager, which uses valuation techniques
appropriate to each vessel, as its best estimate of fair value. For the
majority of the fleet this comprises values sourced from VesselsValue. Exact
details of the valuation techniques applied to the vessels and of how the
Company's NAV is derived is given in Note 12 to these financial statements.
The Committee has paid particular regard to evaluating these techniques to
ensure they are in accordance with market methodology, based on accurate
information, reliable and appropriate. The sensitivity of these valuations to
various input assumptions is given in Note 12, to enable readers of these
financial statements to make their own assessment of the carrying values.
The Committee is satisfied that these techniques are reasonable and
appropriate for use in the preparation of these financial statements.
Performance fee
Per the terms of the IMA, the Company accrues performance fees based on the
size of the investment and the continued performance throughout the FY. No
performance fee has been accrued at the year end (2024: US$nil). The Board
reviews and approves the calculation.
External audit
During the year ended 30 June 2025, and up to the date of this report, the
Committee held formal meetings with the Independent Auditor on three
occasions, and in addition the Chair of the Committee has spoken to them
informally on several occasions. These informal conversations have been held
to ensure the Chair is kept up to date with the progress of the audit work,
and that the Independent Auditor's formal reporting meets the Committee's
needs.
The formal meetings included detailed reviews of the proposed fees and scope
of the work to be performed by PwC in their audit for the year ended 30 June
2025. They also included detailed reviews of the results of this work, and the
audit findings and observations. I am pleased to report that there are no
matters arising from the Independent Auditor's work which should be brought to
the attention of shareholders.
The Committee has also reviewed PwC's report on the Auditors' independence and
objectivity, including the level of non-audit services provided by them. There
were no non-audit services carried out during the year.
The Committee has therefore concluded that PwC is independent and objective,
carries out its work to a high standard, and provides concise but useful
reporting. Accordingly, the Committee has recommended a resolution for their
appointment to be proposed at the AGM on 23 October 2025.
Annual report
The Committee members have each reviewed this Annual Report and Audited
Financial Statements and earlier drafts of it in detail, comparing its content
with their own knowledge of the Company, reporting requirements and
shareholder expectations. Formal meetings of the Committee have also reviewed
the report and its content and have received reports and explanations from the
Company's service providers about the content and the financial results.
The Committee has concluded that the Annual Report and Audited Financial
Statements, taken as a whole, is fair, balanced and understandable, and that
the Board can reasonably and with justification make the Statement of
Directors' Responsibilities on page 22.
…………………………
Trina Le Noury
Chair of the Audit Committee
Independent Auditor's report to the members of Tufton Assets Limited
Report on the audit of the financial statements
Our opinion
In our opinion, the financial statements give a true and fair view of the
financial position of Tufton Assets Limited (the "company") as at 30 June
2025, and of its financial performance and its cash flows for the year then
ended in accordance with IFRS Accounting Standards as issued by the
International Accounting Standards Board ("IFRS Accounting Standards") and
have been properly prepared in accordance with the requirements of The
Companies (Guernsey) Law, 2008.
What we have audited
The company's financial statements comprise:
● the statement of financial position as at 30 June 2025;
● the statement of comprehensive income for the year then ended;
● the statement of changes in equity for the year then ended;
● the statement of cash flows for the year then ended; and
● the notes to the financial statements, comprising material
accounting policy information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
("ISAs"). Our responsibilities under those standards are further described in
the Auditor's responsibilities for the audit of the financial statements
section of our report.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
We are independent of the company in accordance with the ethical requirements
that are relevant to our audit of the financial statements of the company,
as required by the Crown Dependencies' Audit Rules and Guidance. We have
fulfilled our other ethical responsibilities in accordance with these
requirements
Our audit approach
Overview
Audit scope
· The company is a closed-ended investment company, incorporated and
based in Guernsey, whose ordinary shares are admitted to trading on the London
Stock Exchange's Specialist Fund Segment.
· The financial statements consist of the standalone parent company
financial information and include the company's investment into its directly
held subsidiary (the "subsidiary"). The subsidiary in turn holds directly and
indirectly Special Purpose Vehicles ("SPVs") through which the underlying
vessels are held.
· The financial statements are not consolidated but instead present
the fair value of the subsidiary which includes the fair value of the
underlying vessels held via the SPVs and the other residual net assets of the
subsidiary and SPVs.
· The principal activities of the company comprise investing in a
diversified portfolio of vessels through its subsidiary based in Guernsey and
the SPVs based in the Isle of Man.
· We conducted our audit of the financial statements based on
financial information provided by the company's service providers, Apex Fund
and Corporate Services (Guernsey) Limited (the "Administrator") and Tufton
Investment Management Ltd (the "Investment Manager") to whom the Board have
delegated certain administrative functions and other activities.
Key audit matters
● Valuation and ownership/existence of financial assets at fair
value through profit or loss.
Materiality
● Overall materiality: US$7.04 million (2024: US$9.02 million) based
on 2% of net assets.
● Performance materiality: US$5.28 million (2024: US$6.77 million).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the
risks of material misstatement in the financial statements. In particular,
we considered where the directors made subjective judgements; for example, in
respect of significant accounting estimates that involved making assumptions
and considering future events that are inherently uncertain. As in all of our
audits, we also addressed the risk of management override of internal
controls, including among other matters, consideration of whether there was
evidence of bias that represented a risk of material misstatement due to
fraud.
Key audit matters
Key audit matters are those matters that, in the auditor's professional
judgement, were of most significance in the audit of the financial statements
of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) identified by the
auditors, including those which had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit; and directing the efforts
of the engagement team. These matters, and any comments we make on the results
of our procedures thereon, were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
Key audit matter How our audit addressed the Key audit matter
Valuation and ownership/existence of financial assets at fair value through Valuation
profit or loss (the "investments")
· We assessed the accounting policy for investments, as set out in Note
Please refer to Notes 2(j), 3 and 4 to the financial statements. 2(j) for compliance with IFRS Accounting Standards.
Valuation · We obtained an understanding and evaluated the design and implementation
of internal controls surrounding the valuation process.
The Company's financial assets at fair value through profit and loss amounting
to US$345.68 million comprises the Company's holding in its unconsolidated For standard vessels:
direct subsidiary which further invests into SPVs (together the "entities").
The SPVs ultimately invest into a portfolio of shipping vessels (the · We assessed the third-party vessel valuation service's reputation,
"underlying portfolio") and/or other residual net assets. The fair value of independence, competence and expertise through independent research, enquiry
the direct subsidiary investment has been determined based on the fair value with the Investment Manager and auditor's experts.
of (a) the underlying portfolio and (b) the other residual net assets within
the entities.
The fair value of the underlying portfolio has been assessed using · We inspected and observed the independent valuations being obtained by
methodologies deemed most appropriate by the Investment Manager and the Board, the Investment Manager in respect of 'charter free' values from the
taking into account whether the vessels are standard or specialised. In third-party vessel valuation service.
certain cases, management also consults an independent broker to establish the
fair value of standard vessels. · Where material, we assessed and challenged the charter lease contract
adjustments made by the Investment Manager by comparing the actual charter
The Board has detailed their considerations regarding estimation areas for rates, as documented by the SPVs for each vessel, to the market charter rates.
vessel valuation in Note 3. Note 4 provides a breakdown of the investments,
while Note 12 outlines the key assumptions used in the valuations. Both the · Where material, we assessed and agreed any capital expenditure
Board and the Investment Manager apply significant judgment and estimates in adjustments to appropriate supporting documentation.
determining the fair values of the underlying portfolio.
· We agreed key inputs used by the third-party vessel valuation
For the residual net assets within the entities there is also a risk that the service to independent sources or underlying agreements (which included such
valuations may be materially misstated arising from the misstatement of other details as the vessel build year, type, size etc).
assets and liabilities.
· On a sample basis, our auditor's experts assessed and evaluated the
Ownership/Existence discount rate used by the third-party valuation service in calculating the
charter lease contracts adjustments.
The company's ownership in its subsidiary and the SPVs includes unlisted
equity securities and shareholder loans so there is no central independent · We conducted back testing procedures by comparing the proceeds
depository or custodian. Similarly, there is no central depository or received from the sale of vessels to the most recent valuations recorded in
custodian for each vessel. The investment in the subsidiary, SPVs, and vessels the SPVs'.
are verified through legal ownership of the equity shares and the underlying
portfolio. For vessels valued via a purchase option:
As a result of the above and given the significance of this balance in the We obtained the relevant agreement, including the purchase option exercise
statement of financial position, the valuation and ownership/existence of notice and inspected the key terms including agreeing the purchase option
financial assets at fair value through profit or loss are considered key audit price and date.
matters.
For vessels valued by an independent broker:
· We obtained the independent broker valuations and evaluated the
reliability, independence, and reputation of the broker.
· We contacted the independent broker directly to confirm our
understanding of the valuation methodology used for the respective vessels.
Use of auditor experts:
· We engaged valuation experts within the PwC network to assess and
evaluate the reasonableness and reliability of the third-party vessel
valuation service, including the discount rates applied and valuation of two
standard vessels. The expert also evaluated the reliability of the independent
broker used.
As it relates to the residual net assets of the subsidiary and SPVs:
· We recalculated the mathematical accuracy of the net asset values
of the SPVs. This involved reconciling the net asset values of the SPVs with
the subsidiary's financial records and subsequently with the company's
financial records.
· We agreed cash and loan balances back to independently received
confirmations from third party financial institutions.
· Performed sample based substantive testing on the residual net
assets.
Ownership/Existence
· We obtained an understanding and evaluated the design and
implementation of internal controls surrounding the ownership/existence
process.
· We agreed the shareholdings of the directly held subsidiary as well as
the SPVs to share registers and agreements.
· Where appropriate, we independently confirmed the titles of all
vessels with the respective recognised Shipping Authorities as of June 30,
2025. For one vessel, we conducted alternative audit procedures to verify its
existence since the flag country's register is not available for public
inquiry.
· On a sample basis, we utilised open-source vessel tracking resources
to corroborate that the vessels were operational.
We have not identified any matters to report to those charged with governance.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to
be able to give an opinion on the financial statements as a whole, taking into
account the structure of the company, the accounting processes and controls,
and the industry in which the company operates, and we considered the risk of
climate change and the potential impact thereof on our audit approach.
Materiality
The scope of our audit was influenced by our application of materiality. We
set certain quantitative thresholds for materiality. These, together with
qualitative considerations, helped us to determine the scope of our audit and
the nature, timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial
statements as a whole.
Based on our professional judgement, we determined materiality for the
financial statements as a whole as follows:
Overall materiality US$7.04 million (2024: US$9.02 million)
How we determined it 2% of net assets
Rationale for the materiality benchmark We believe that 'net assets' is the most appropriate benchmark because this is
the key metric of interest to the members of the company. It is also a
generally accepted measure used for investment funds.
We use performance materiality to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements
exceeds overall materiality. Specifically, we use performance materiality in
determining the scope of our audit and the nature and extent of our testing of
account balances, classes of transactions and disclosures, for example in
determining sample sizes. Our performance materiality was 75% (2024: 75%) of
overall materiality, amounting to US$5.28 million (2024: US$6.77 million) for
the company financial statements.
In determining the performance materiality, we considered a number of factors
- the history of misstatements, risk assessment and aggregation risk and the
effectiveness of controls - and concluded that an amount at the upper end of
our normal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements
identified during our audit above US$0.35 million (2024: US$0.45 million), as
well as misstatements below that amount that, in our view, warranted reporting
for qualitative reasons.
Reporting on other information
The other information comprises all the information included in the Annual
Report and Audited Financial Statements (the "Annual Report") but does not
include the financial statements and our auditor's report thereon. The
directors are responsible for the other information.
Our opinion on the financial statements does not cover the other information
and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is
a material misstatement of this other information, we are required to report
that fact. We have nothing to report based on these responsibilities.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors' Responsibilities, the
directors are responsible for the preparation of the financial statements that
give a true and fair view in accordance with IFRS Accounting Standards the
requirements of Guernsey law and for such internal control as the directors
determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the company or
to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor's report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Our audit testing might include testing complete populations of certain
transactions and balances, possibly using data auditing techniques. However,
it typically involves selecting a limited number of items for testing, rather
than testing complete populations. We will often seek to target particular
items for testing based on their size or risk characteristics. In other cases,
we will use audit sampling to enable us to draw a conclusion about the
population from which the sample is selected.
As part of an audit in accordance with ISAs, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
· Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
· Obtain an understanding of internal control relevant to the audit in
order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
company's internal control.
· Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by the
directors.
· Conclude on the appropriateness of the directors' use of the going
concern basis of accounting and, based on the audit evidence obtained, whether
a material uncertainty exists related to events or conditions that may cast
significant doubt on the company's ability to continue as a going concern over
a period of at least twelve months from the date of approval of the
financial statements. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor's report to the related
disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor's report. However, future
events or conditions may cause the company to cease to continue as a going
concern.
· Evaluate the overall presentation, structure and content of the
financial statements, including the disclosures, and whether the financial
statements represent the underlying transactions and events in a manner that
achieves fair presentation.
We communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide those charged with governance with a statement that we have
complied with relevant ethical requirements regarding independence, and to
communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, actions taken to
eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine
those matters that were of most significance in the audit of the financial
statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor's report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Use of this report
This independent auditor's report, including the opinions, has been prepared
for and only for the members as a body in accordance with Section 262 of The
Companies (Guernsey) Law, 2008 and for no other purpose. We do not, in giving
these opinions, accept or assume responsibility for any other purpose or to
any other person to whom this report is shown or into whose hands it may come
save where expressly agreed by our prior consent in writing.
Report on other legal and regulatory requirements
Company Law exception reporting
Under The Companies (Guernsey) Law, 2008 we are required to report to you if,
in our opinion:
● we have not received all the information and explanations we
require for our audit;
● proper accounting records have not been kept; or
● the financial statements are not in agreement with the
accounting records.
We have no exceptions to report arising from this responsibility.
Other voluntary reporting
Corporate governance statement
The company has reported voluntary compliance against the 2019 AIC Code of
Corporate Governance (the "Code") which has been endorsed by the UK Financial
Reporting Council as being consistent with the UK Corporate Governance Code.
Going concern
The directors have requested that we review the statement on page 34 in
relation to going concern as if the company was a UK incorporated closed-ended
investment fund with equity shares listed under the Closed-Ended Investment
Fund category. We have nothing to report having performed our review.
The directors' assessment of the prospects of the company and of the principal
and emerging risks that would threaten the solvency or liquidity of the
company
The directors have requested that we perform a review of the directors'
statements on pages 14 to 16 and 34 that they have carried out a robust
assessment of the principal and emerging risks facing the company and in
relation to the longer-term viability of the company, as if the company was a
UK incorporated closed-ended investment fund with equity shares listed under
the Closed-Ended Investment Fund category.
Our review was substantially less in scope than an audit and only consisted of
making inquiries and considering the directors' process supporting their
statements; checking that the statements are in alignment with the relevant
provisions of the Code; and considering whether the statements are consistent
with the knowledge and understanding of the company and its environment
obtained in the course of the audit. We have nothing to report having
performed this review.
Other Code provisions
The directors have prepared a corporate governance statement and requested
that we review it as though the company was a UK incorporated closed-ended
investment fund with equity shares listed under the Closed-Ended Investment
Fund category. We have nothing to report in respect of our agreed
responsibility to report when the directors' statement relating to the
company's compliance with the Code does not properly disclose a departure from
a relevant provision of the Code specified, under the UK Listing Rules, for
review by the auditors.
Ross Alexander Houlihan Burne
For and on behalf of PricewaterhouseCoopers CI LLP
Chartered Accountants and Recognised Auditor
Guernsey, Channel Islands
30 September 2025
Statement of Comprehensive Income
For the year ended 30 June 2025
2025 2024
Notes US$ US$
Income
Net changes in fair value of financial assets 4 (63,789,604) 50,555,223
at fair value through profit or loss
Dividend income 8 32,000,000 30,000,000
Total net income / (loss) (31,789,604) 80,555,223
Expenditure
Administration fees (164,945) (168,137)
Audit fees (217,395) (217,751)
Corporate Broker fees (150,000) (150,000)
Custodian Fees (3,323)
Depositary fees (54,773) (39,493)
Directors' fees 17 (272,242) (231,674)
Foreign exchange gain / (loss) (55,492) 4,468
Insurance fee (35,277) (33,016)
Investment management fees 13 (3,244,505) (3,484,902)
Listing fees (21,553) (27,433)
Legal and Professional fees (189,377) (93,122)
Sundry expenses (34,069) (53,008)
Total expenses (4,442,950) (4,494,068)
Operating (loss) / profit (36,232,554) 76,061,155
Finance income 129,907 6,567
Total comprehensive (loss) / income for the year (36,102,647) 76,067,722
(Loss) / Earnings per ordinary share (cents) 9 (13.29) 25.89
Diluted (loss) / Earnings per ordinary share (cents) 9 (13.29) 25.89
There were no potentially dilutive instruments in issue at 30 June 2025 or 30
June 2024.
All activities are derived from continuing operations.
There is no other comprehensive income or loss and consequently a Statement of
Other Comprehensive Income has not been prepared.
The accompanying notes on pages 49 to 66 are an integral part of these
financial statements.
Statement of Financial Position
At 30 June 2025
2025 2024
Notes US$ US$
Non-current assets
Financial assets at fair value 4 345,681,239 444,977,383
through profit or loss
Total non-current assets 345,681,239 444,977,383
Current assets
Trade and other receivables 5 7,187,164 7,229,829
Cash and cash equivalents 175,812 56,007
Total current assets 7,362,976 7,285,836
Total assets 353,044,215 452,263,219
Current liabilities
Trade and other payables 6 1,038,915 1,207,547
Total current liabilities 1,038,915 1,207,547
Net assets 352,005,300 451,055,672
Equity
Ordinary share capital 7 256,118,136 291,640,823
Retained reserves 95,887,164 159,414,849
Total equity attributable to ordinary Shareholders 352,005,300 451,055,672
Net assets per ordinary share (cents) 11 131.64 154.96
The accompanying notes on pages 49 to 66 are an integral part of these
financial statements.
The financial statements were approved and authorised for issue by the Board
on 30 September 2025 and signed on its behalf by:
________________________________
_____________________________
Rob King
Trina Le Noury
Non-executive Chair
Non-executive Chair
Statement of Changes in Equity
For the year ended 30 June 2025
Ordinary
share capital Retained
earnings Total
Notes US$ US$ US$
Shareholders' equity at 30 June 2023 303,326,231 109,446,862 412,773,093
Share buybacks 7 (11,685,408) - (11,685,408)
Total comprehensive loss for
the year - 76,067,722 76,067,722
Dividends paid 10 - (26,099,735) (26,099,735)
Shareholders' equity at 30 June 2024 291,640,823 159,414,849 451,055,672
Share buybacks 7 (3,981,706) - (3,981,706)
Total comprehensive income for the year (31,540,981) - (31,540,981)
Dividends paid 10
- (36,102,647) (36,102,647)
Shareholders' equity at 30 June 2025 256,118,136 95,887,164 352,005,300
The accompanying notes on pages 49 to 66 are an integral part of these
financial statements.
Statement of Cash Flows
For the year ended 30 June 2025
Notes 2025 2024
US$ US$
Cash flows from operating activities
Total comprehensive (loss) / income for the year (36,102,647) 76,067,722
Adjustments for:
Changes in fair value on investments held at fair value through profit or loss 4 63,789,604 (50,555,223)
Foreign exchange loss / (gain) 55,491 (4,468)
Operating cash flows before movements 27,742,448 25,508,031
Return of investment capital 4 35,506,540 11,566,555
Movement in trade and other receivables 5 42,665 651,341
Movement in trade and other payables 6 (168,632) 63,024
Net cash generated from operating activities 63,123,021 37,788,951
Cash flows from financing activities
Amounts paid for share buybacks 7 (3,981,706) (11,685,408)
Compulsory Redemption (31,540,981) -
Dividends paid 10 (27,425,038) (26,099,735)
Net cash used in financing activities (62,947,725) (37,785,143)
Net movement in cash and cash equivalents during the year 175,296 3,808
Cash and cash equivalents at the beginning of the year 56,007 47,731
Foreign exchange (loss) / gain (55,491) 4,468
Cash and cash equivalents at the end of the year 175,812 56,007
The accompanying notes on pages 49 to 66 are an integral part of these
financial statements.
Notes to the Financial Statements
For the year ended 30 June 2024
1. General information
The Company was incorporated with limited liability in Guernsey under the
Companies (Guernsey) Law, 2008, as amended, on 6 February 2017 with registered
number 63061, and is regulated by the GFSC as a registered closed-ended
investment company. The registered office and principal place of business of
the Company is 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL.
The Company's investment objective is to provide investors with an attractive
level of regular and growing income and capital returns through investing in
second-hand commercial sea-going vessels.
The Company had 291,082,541 ordinary shares in issue on 1 July 2024, all of
which were listed on the Specialist Funds Segment of the Main Market of the
London Stock Exchange.
During the current year, the Company compulsorily redeemed 20,326,211 shares
at a price of US$1.55 per share. The Company also bought back 3,350,000
ordinary shares at a weighted average price of US$1.19 for a consideration of
US$3,981,706. The total number of Company's shares in issue, excluding
Treasury shares, was 267,406,330 at the end of the FY (2024: 291,082,541).
2. Material accounting policies
(a) Basis of preparation
Compliance with IFRS Accounting Standards
The financial statements have been prepared on a going concern basis in
accordance with IFRS Accounting Standards as issued by the International
Accounting Standards Board ("IASB") and International Financial Reporting
Interpretations Committee ("IFRIC"), Listing rules and applicable Guernsey
law.
The financial statements have been prepared on a historical cost basis
modified by the revaluation of financial assets at fair value through profit
or loss. The principal accounting policies adopted, and which have been
consistently applied, (unless otherwise indicated) are set out below.
Basis of non-consolidation
The Directors consider that the Company meets the investment entity criteria
set out in IFRS 10: Consolidated Financial Statements. As a result, the
Company applies the mandatory exemption applicable to investment entities from
producing consolidated financial statements and instead fair values its
investments in its subsidiaries in accordance with IFRS 13: Fair Value
measurement.
The criteria which define an investment entity are, as follows:
· an entity that obtains funds from one or more investors for the
purpose of providing those investors with investment management services;
· an entity that commits to its investors that its business purpose is
to invest funds solely for returns from capital appreciation, investment
income or both (including having an exit strategy for investments); and
· an entity that measures and evaluates the performance of substantially
all its investments on a fair value basis.
The Directors consider that the Company's objective of pooling investors'
funds for the purpose of generating an income stream and capital appreciation
is consistent with the definition of an investment entity, as is the reporting
of the Company's net asset value on a fair value basis.
(b) New standards and interpretations not yet adopted
Certain new accounting standards, amendments to accounting standards and
interpretations have been published that are not mandatory for 30 June 2025
reporting periods and have not been early adopted by the Company.
These standards, amendments or interpretations are not expected to have a
material impact on the Company in the current or future reporting periods and
on foreseeable future transactions with the exception of IFRS 18 as detailed
below.
IFRS 18 Presentation and Disclosure in Financial Statements: This Standard
replaces IAS 1 Presentation of Financial Statements. It carries forward many
requirements from IAS 1 unchanged, effective for periods commencing 1 January
2027. The new accounting standard introduces the following key new
requirements:
· Entities are required to classify all income and expenses into five
categories in the statement of profit and loss, namely operating, investing,
financing, discontinued operations and income tax categories.
· Entities are also required to present a newly defined operating
profit subtotal.
· Entities net profit will not change as a result of applying IFRS 18.
· Management-defined performances measures ("MPM's") disclosed in a
single note in the financial statements.
· Enhanced guidance is provided on how to group information in the
financial statements.
· All entities are required to use the operating profit subtotal as the
starting point for the statement of cash flows when presenting operating cash
flows under the indirect method.
The Company is still in the process of assessing the impact of the new
accounting standard, particularly with respect to the structure of the
Company's statement of profit or loss, the statement of cash flows and the
additional disclosures required for MPMs.
(c) Standards, amendments and interpretations effective during the year
There are no standards, amendments to standards or interpretations that are
effective for annual periods beginning on 1 July 2024 that have a material
effect on the financial statements of the Company.
(d) Segmental reporting
The chief operating decision maker is the Board. The Directors are of the
opinion that the Company is engaged in a single segment of business, being the
investment of the Company's capital in second-hand commercial vessels. The
financial information used to manage the Company presents the business as a
single segment.
(e) Income
Dividend income
Dividend income is accounted for on the date the dividend is declared.
Finance income
Finance income is accounted for on an accruals basis.
(f) Expenses
Expenses are accounted for on an accruals basis. The Company's investment
management and administration fees and all other expenses are charged through
the Statement of Comprehensive Income.
(g) Performance fees
Any performance fee liability is calculated on an amortised cost basis at each
valuation date, with the respective expense or reversal charged through the
Statement of Comprehensive Income. Refer to note 14.
(h) Dividends to Shareholders
Dividends are accounted for in the Statement of Changes in Equity in the year
in which they are declared.
(i) Taxation
The Company has been granted exemption from liability to income tax in
Guernsey under the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989
amended by the Director of Income Tax in Guernsey. Exemption is applied and
granted annually and subject to the payment of a fee, currently £1,600.
(j) Financial assets and financial liabilities
The Company holds its investments through a subsidiary company which has not
been consolidated in line with IFRS 10: Consolidated Financial Statements.
The Company classifies its investment in LSA as a financial asset at fair
value through profit or loss ("FVTPL").
The Company measures and evaluates the net assets of LSA on a fair value
basis. The net assets include those of the underlying SPVs which own and value
all vessels on a fair value basis.
The Investment Manager reports fair value information to the Directors who use
this to evaluate the performance of investments.
Recognition of financial assets and liabilities
At both the Company and the SPV level, financial assets and financial
liabilities are recognised in the Statement of Financial Position when the
Company becomes a party to the contractual provisions of the instrument. This
is deemed to occur when the memorandum of agreement is signed for vessel
acquisitions only.
Financial assets and financial liabilities are initially measured at fair
value. Transaction costs that are directly attributable to the acquisition or
issue of financial assets and financial liabilities (other than financial
assets and financial liabilities at fair value through profit or loss) are
added to or deducted from the fair value of the financial assets or financial
liabilities, as appropriate, on initial recognition. Transaction costs
indirectly attributable to the acquisition of financial assets or financial
liabilities at fair value through profit or loss are recognised immediately in
the Statement of Comprehensive Income. Subsequent to initial recognition,
investments at FVTPL are measured at fair value with gains and losses arising
from changes in the fair value being recognised in the Statement of
Comprehensive Income.
Financial assets at fair value through profit or loss
Financial assets are classified at FVTPL when the financial asset is held for
trading. Financial assets at FVTPL are stated at fair value, with any gains or
losses arising on re-measurement recognised in the Statement of Comprehensive
Income.
The Company's investment in LSA has been measured at FVTPL on the basis that
it is managed and its performance is evaluated on a fair value basis, in
accordance with the Company's documented investment strategy.
The Company has not taken the option to irrevocably designate any investment
in equity at fair value through other comprehensive income. The Company
measures and evaluates the performance of the entire investment into LSA on a
fair value basis by using the net asset value of LSA including, in particular,
the underlying SPVs and the fair value of the SPVs' investments in their
respective vessel assets, as well as the residual net assets and liabilities
of both the SPVs and LSA itself. The investment in LSA consists of both equity
and debt instruments.
In estimating the fair value of each underlying SPV (as a constituent part of
LSA's net asset value at fair value), the Board has approved the valuation
methodology for valuing the vessels held by the SPVs. The valuation
methodology takes account of the indirect factors affecting the shipping
industry including currency exchange rates, interest rates, the availability
of credit, and climate change considerations.
Vessels sold before the period end for settlement/delivery afterwards, are
carried at the sale price set out in the contract for sale less a provision
for estimated costs of disposal (such as re-delivery costs) and the costs of
liquidating the relevant SPV.
The fair value of a standard vessel consists of its charter-free value plus or
minus the value of any charter lease contracts attached to the vessel, plus or
minus an adjustment for the capital expenditure associated with the vessel.
There are time charter contracts in place for standard vessels. Such charters
will vary in length but would typically be in the 1 - 8 year range.
Under a time charter, the vessel owner provides a fully operational and
insured vessel for use by the charterer. There is a fluid charter market
reported daily by shipbrokers.
The charter-free and associated charter values of most standard vessels are
calculated predominantly using an online valuation platform provided by
VesselsValue or, in limited circumstances, based on a written valuation of a
mainstream broker appointed by the Investment Manager. For charter-free values
only, the VesselsValue system contains a number of algorithms that combine
factors such as vessel type, technical features, age, cargo capacity, freight
earnings, market sentiment and recent vessel sales.
For charter values, the platform provides a Discounted Cashflow ("DCF") module
where vessel specific charter details are input and measured against a
platform or shipbroker-provided market benchmark to obtain a premium or
discount value of the charter versus the typical prevailing market for that
type of vessel. The adjustment for the capital expenditure associated with the
dry docking of the vessel is time apportioned on a straight-line basis over
the period between the vessel's last visit to dry dock and the expected date
of its next visit, by reference to the actual cost of the last visit and the
budgeted cost of the next. This adjustment is an addition to value when the
valuation date is nearer to the vessel's last dry docking than to its next
expected visit to dry dock, and vice versa. The net adjusted valuation is
subject to a minimum fair value being the present value of all current
contracted charter cashflows and the current vessel scrap value at the
completion of the charter.
The present value of the cashflows is discounted at the specific WACC assigned
to the vessel type by VesselsValue adjusted for any counterparty credit risk
where appropriate.
Refer to Note 3 which explains in detail the judgements and estimates applied.
SPVs and LSA account for residual net assets and liabilities in line with the
accounting policies of the Company.
Derecognition of financial assets
The Company and the SPVs derecognise a financial asset only when the
contractual rights to the cash flows from the asset expire, or when it
transfers the financial asset and substantially all the risks and rewards of
ownership. For vessel purchase and sale transactions undertaken by the SPVs
derecognition normally occurs at the point of delivery of the vessel to the
purchaser at the SPV level.
If the Company neither transfers nor retains substantially all the risks and
rewards of ownership and continues to control the transferred asset, the
Company recognises its retained interest in the asset and any associated
liability.
On derecognition of a financial asset in its entirety, gains and losses on the
sale, which is the difference between the initial cost and sale value, will be
taken to the profit or loss in the Statement of Comprehensive Income in the
year in which they arise.
Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the
Statement of Financial Position when there is a legally enforceable right to
offset the recognised amounts and there is an intention to settle on a net
basis or realise the asset and settle the liability simultaneously.
Financial liabilities and equity
Debt and equity instruments are classified either as financial liabilities or
as equity in accordance with the substance of the contractual arrangement.
Trade and other payables are financial liabilities with fixed or determinable
payments that are not quoted in an active market. Trade and other payables are
recognised initially at fair value and subsequently measured at amortised cost
using the effective interest rate method. However, given the nature of trade
and other payables and the short time length involved between their
origination and settlement, their amortised cost is considered to be the same
as their fair value.
Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only when, the
Company's obligations are discharged, cancelled or expire.
Trade and other receivables
Trade and other receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. Trade and other
receivables are recognised initially at fair value and subsequently measured
at amortised cost using the effective interest rate method, less provision for
impairment. However, given the nature of receivables and the short time length
involved between their origination and settlement, their amortised cost is
considered to be the same as their fair value.
At each reporting date, the Company shall measure the loss allowance on other
receivables at an amount equal to the lifetime expected credit losses if the
credit risk has increased significantly since initial recognition. If, at the
reporting date the credit risk has not increased significantly since initial
recognition, the Company shall measure the loss allowance at an amount equal
to 12-month expected credit losses.
Trade and other payables
Trade and other payables that have fixed or determinable payments that are not
quoted in an active market are classified as payables. Payables are measured
at amortised cost using the effective interest rate method. Interest expense
is recognised by applying the effective interest rate, except for short-term
payables when the recognition of interest would be immaterial.
(k) Cash and cash equivalents
Cash and cash equivalents include cash on hand, demand deposits and other
short-term highly liquid investments with original maturities of 3 months or
less and bank overdrafts. In the current and prior years, the carrying amount
of cash and cash equivalents approximate their fair value.
(l) Foreign currency translation
i) Functional and presentation currency
The financial statements of the Company are presented in US Dollars, which is
also the currency in which the share capital was raised, and investments are
purchased and is therefore considered by the Directors to be the Company's
functional currency.
ii) Transactions and balances
At each financial position date, monetary assets and liabilities that are
denominated in foreign currencies are translated at the rates prevailing at
that date. Non-monetary items carried at fair value that are denominated in
foreign currencies are translated at the rates prevailing at the date when the
fair value was determined. Non-monetary items that are measured in terms of
historical cost in a foreign currency are not retranslated. Exchange
differences are recognised in the Statement of Comprehensive Income in the
year in which they arise.
(m) Going concern
In assessing the going concern basis of accounting the Directors have,
together with discussions and analysis provided by the Investment Manager, had
regard to the guidance issued by the Financial Reporting Council. They have
considered the possible impact of recent market volatility and geopolitical
events on the current and future operations of the Company and its
investments. Cash reserves are held at the LSA and SPV levels and rolled up to
the Company as required to enable expenses to be settled as they fall due.
Shareholders approved the continuation of the Company at the 2024 AGM held on
24 October 2024. The Directors are satisfied that, at the time of approving
the financial statements, no other material uncertainties exist that may cast
significant doubt concerning the Company's ability to continue for the
foreseeable future concluding that the Company has adequate resources to
continue in operational existence for at least twelve months from the date of
approval of the financial statements. For these reasons, the Directors
continue to adopt the going concern basis in preparing the financial
statements.
(n) Equity instruments
An equity instrument is any contract that evidences a residual interest in the
assets of an entity after deducting all its liabilities. Equity instruments
issued by the Company are recognised at the proceeds received, net of direct
issue costs.
Repurchase of the Company's own equity instruments are recognised and deducted
directly in equity. No gain or loss is recognised in profit or loss on the
purchase, sale, issue or cancellation of the Company's own equity instruments.
3. Critical accounting judgements and estimates
The preparation of financial statements requires management to make estimates
and judgements that affect the amounts reported for assets and liabilities as
at the
Statement of Financial Position date and the amounts reported for revenue and
expenses during the year. This note provides an overview of the areas that
involved a higher degree of judgement or complexity, and of items which are
more likely to be materially adjusted due to estimates and assumptions turning
out to be wrong. Estimates and underlying assumptions are reviewed on an
ongoing basis.
Revisions to accounting estimates are recognised in the year in which the
estimates are revised and in any future years affected.
Critical judgements in applying the Company's accounting policies - IFRS 10
The audit committee considered the application of IFRS 10, and whether the
Company meets the definition of an investment entity.
The Company owns the investment portfolio through its investment in LSA. The
investment by LSA comprises the NAVs of the SPVs. The Company holds 100%
voting shares in LSA and has all the characteristics of an investment company.
Cash reserves are held at the LSA and SPV levels and paid up to the Company as
required to enable expenses to be settled as they fall due.
In the judgement of the Directors, the Company meets the investment criteria
set out in IFRS 10 and they therefore consider the Company to be an investment
entity in accordance with IFRS 10. As a result, as required by IFRS 10, the
Company is not consolidating its subsidiary but is instead measuring it at
fair value in accordance with IFRS 13 - Fair value measurements.
The criteria which define an investment entity are disclosed in Note 2(a).
Critical Accounting Estimates
The following are the key assumptions and other key sources of estimation
uncertainty at the reporting date, that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within
the next FY.
The principal critical accounting estimate in the Company's financial
statements is the value of its investment in LSA, which is in turn dependent
on the values of LSA's investments in the SPVs. Principal critical accounting
estimates in determining the values of the SPVs comprise the fair values of
their vessels, in turn comprised of the charter-free and attached charter
values and capital expenditure, all of which are critical accounting
estimates.
The unobservable inputs which significantly impact the fair value of the
vessels have been determined to be the charter-free valuation and market
charter rates for standard vessels (used to calculate charter values) and the
discount rate applied for specialised vessels.
The process of calculating the charter-free and charter values of the vessels
is described in Note 2(j).
At 30 June 2025 the charter-free valuations of two vessels (2024: two vessels)
were provided through independent broker valuations rather than VesselsValue.
These broker valuations are themselves estimates derived from the specialist
knowledge of the broker, their proprietary data that considers vessel
specifications and applicable market information.
Further to the information mentioned in Note 2 (j) there are specific capital
adjustments considered as part of the valuation process for standard vessels,
mainly the adjustments for BWTSs and scrubbers installed. BWTSs installed by
the Company's SPVs are considered to be an enhancement to the charter-free
value.
They are initially recognised at cost and straight-line depreciated from the
commissioning date to 8 September 2024, being the date by which the IMO
mandates all vessels should have installed BWTS. Scrubbers are considered an
enhancement to the charter-free value using an estimated valuation from a
shipbroker, and straight-line depreciated over 5 years.
At 30 June 2025, no vessels are treated as a specialist vessel (2024: one
vessel). The vessel held by Neon Limited was previously classified as a
specialist vessel but is now valued at the purchase option price. In 2024, the
specialist vessel was valued on a DCF basis by the Investment Manager using
vessel specific information including the appropriate discount rate, which was
reviewed on a regular basis to ensure it remained relevant to the project and
market risk parameters, however the discount rate remained a material driver
to the valuation.
There were no other material areas of estimation for the Company.
4. Financial assets at fair value through profit or loss
The Company owns the investment portfolio through its investment in LSA, which
comprises the NAV of the underlying SPVs and residual assets and liabilities
in LSA. The NAVs consist of the fair value of vessel assets and the SPVs'
residual net assets and liabilities. The whole investment portfolio is
designated by the Board as a Level 3 item on the fair value hierarchy because
of the lack of observable market information in determining the fair value.
As a result, all the information below relates to the Company's Level 3 assets
only, with respect to the requirements set out in IFRS 7: Financial
Instruments: Disclosures. The investment held at fair value is recorded under
Non-Current Assets in the Statement of Financial Position as there is no
current intention to dispose of its investment in LSA.
The changes in the financial assets measured at fair value through profit or
loss for which the Company has used Level 3 inputs to determine fair value,
after considering dividends declared (see Note 7 and 8) are as follows:
2025 2024
US$ US$
LSA
Brought forward cost of investment 280,963,309 292,529,864
Total return of investment capital during the year (35,506,540) (11,566,555)
Carried forward cost of investment
245,456,769 280,963,309
Brought forward unrealised gains on fair value 164,014,074 113,458,851
Movement in unrealised gains / (losses) on fair value (63,789,604) 50,555,223
Carried forward unrealised gains on fair value 100,224,470 164,014,074
Total investment at fair value 345,681,239 444,977,383
The SPVs and holding companies Handy Holdco Limited and Product Holdco Limited
(which are also SPVs) are incorporated in the Isle of Man. The subsidiary
company LSA is incorporated in Guernsey. The country of incorporation is also
their principal place of business.
Breakdown of Fair Value:
Name 2025 2025 Direct or indirect holding Principal activity Ownership at 30 June Ownership at 30 June
US$
US$
2025 2024
LSA(6) - - Direct Holding company 100% 100%
Anvil Limited 13,234,419 17,502,570 Indirect SPV 100% 100%
Auspicious Limited 16,153,012 20,505,411 Indirect SPV 100% 100%
Awesome Limited 15,932,917 20,060,142 Indirect SPV 100% 100%
Charming Limited 15,817,408 20,221,500 Indirect SPV 100% 100%
Cocoa Limited(4) - - Indirect SPV 100% 100%
Courteous Limited(4) - - Indirect SPV 100% 100%
Dachshund(1,2) - - Indirect SPV 100% 100%
Limited
Daffodil Limited(4) - - Indirect SPV 100% 100%
Exceptional Limited(4) - - Indirect SPV 100% 100%
Golding Limited 17,407,181 19,055,526 Indirect SPV 100% 100%
Handy HoldCo Limited 1,096,858 36,973,101 Indirect SPV (Holding Company) 100% 100%
Idaho Limited 15,234,233 20,235,105 Indirect SPV 100% 100%
Laurel Limited 10,863,171 14,803,667 Indirect SPV 100% 100%
Marvelous Limited(4) - - Indirect SPV 100% 100%
Masterful Limited 15,334,488 19,630,327 Indirect SPV 100% 100%
Mayflower Limited 11,265,283 15,101,491 Indirect SPV 100% 100%
Mindful Limited(4) - - Indirect SPV 100% 100%
Neon Limited 25,839,426 24,405,007 Indirect SPV 100% 100%
Octane Limited 17,673,031 22,977,354 Indirect SPV 100% 100%
Orson Limited 14,472,898 15,603,911 Indirect SPV 100% 100%
Parrot Limited(5) - 29,502 Indirect SPV 100% 100%
Patience Limited(5) - 617,575 Indirect SPV 100% 100%
Pollock - - Indirect SPV 100% 100%
Limited(1, 2)
Product HoldCo Limited 43,026,853 56,855,114 Indirect SPV (Holding Company) 100% 100%
Riposte - 1,127,015 Indirect SPV 100% 100%
Limited(5)
Rocky IV Limited 13,356,354 17,392,312 Indirect SPV 100% 100%
Sierra Limited 18,395,864 23,195,939 Indirect SPV 100% 100%
Impressive Limited(7) 14,879 - Indirect SPV 100% 100%
Cash held pending investment(3) 16,631,913 30,136,235
Residual net assets / (liabilities)(3) 63,931,051 48,548,579
Total investment at fair value* 345,681,239 444,977,383
*Vessels are valued at fair value in each of the SPVs shown in the table above
and combined with the residual net assets of each SPV to determine the fair
value of the total investment attributable to LSA.
(1) Vessel sold.
(2) These SPVs report zero fair value in the table above because they are
owned by the intermediate holding company Handy Holdco Limited and are
included in Handy Holdco Limited's fair value.
(3) The cash and residual net assets are held in LSA.
(4) These SPVs report zero fair value in the table above because they are
owned by the intermediate holding company Product Holdco Limited and are
included in Product Holdco Limited's fair value.
(5) Company has been dissolved.
(6) Fair value of LSA equals the sum of the assets of residual net assets, and
cash as detailed below.
(7) This SPV solely holds cash rather than a vessel.
The movement in the fair value of the investment is recorded in the Statement
of Comprehensive Income.
5. Trade and other receivables
2025 2024
US$ US$
Prepayments 42,953 35,051
Other receivables 37,500 4,799
Due from LSA (dividend receivable) 7,106,711 7,189,979
Total trade and other receivables 7,187,164 7,229,829
Amounts due from LSA are interest free and payable on demand. The amount of
US$7,189,979 (2023: US$7,841,485) due from LSA for the year ended 30 June 2024
was settled in the current year. Due to the value and short-term nature of
these receivables, the Directors have assessed there to be no expected credit
losses associated with these outstanding balances.
6. Trade and other payables
2025 2024
US$ US$
Investment management fees 721,696 907,483
Audit fees 238,388 218,758
Administration fees 39,960 42,435
Corporate Brokers fees 37,500 37,500
Directors' fees 1,371 1,371
Total trade and other payables 1,038,915 1,207,547
The carrying amounts of trade and other payables are considered to be the same
as their fair values, due to their short-term nature.
7. Ordinary share capital
Share Capital
Share issuance Number of shares Gross amount (US$) Direct Issue costs (US$) Share capital (US$)
As at 30 June 2023 302,468,541 309,335,404 (6,009,173) 303,326,231
Share buybacks (11,386,000) (11,573,679) (111,729) (11,685,408)
As at 30 June 2024 291,082,541 297,761,725 (6,120,902) 291,640,823
Compulsory Redemption (20,326,211) (31,505,627) (35,354) (31,540,981)
Share buybacks (3,350,000) (3,981,706) - (3,981,706)
As at 30 June 2025 267,406,330 262,274,392 (6,156,256) 256,118,136
The ordinary shares issued are of no-par value and are authorised, issued and
fully paid. Ordinary shares carry the right to receive all income of the
Company attributable to ordinary shares, and to participate in any
distribution or other return of capital attributable to ordinary shares.
Ordinary shareholders have the right to receive notice of and attend any
general meetings of the Company and to vote at such meeting with one vote for
each ordinary share held.
The rights conferred upon the holders of the shares are not varied by the
creation or issue of further shares or classes of shares or by the purchase or
redemption by the Company of its own shares, or the holding of such shares in
treasury.
On 14 August 2024 the Company compulsorily redeemed and cancelled 20,326,211
shares at a price of US$1.55 per share, returning US$31.5m to shareholders,
paid on 28 August 2024. The compulsory redemption was enabled by a resolution
passed by the Company's shareholders at its Extraordinary General Meeting on
11 June 2024.
At the end of the FY, there were 20,896,000 shares (2024: 17,546,000 shares)
held in treasury. These treasury shares may be subsequently cancelled or sold
for cash.
No shares will be sold from treasury at a price less than the NAV per share at
the time of the sale unless they are first offered pro rata to existing
shareholders.
8. Dividend income
2025 2024
US$ US$
Dividend income 32,000,000 30,000,000
During the current year, LSA declared dividends of US$32,000,000 (2024:
US$30,000,000) to the Company. At 30 June 2025, dividends of US$7,106,711
(2024: US$7,189,979) were outstanding (refer to Note 5).
9. Earnings / (Loss) per share
2025 2024
US$ US$
Total comprehensive income / (loss) for the year (36,102,647) 76,067,722
Weighted average number of ordinary shares 271,714,356 293,851,833
Earnings / (Loss) per ordinary share (cents) (13.29) 25.89
Diluted Earnings / (Loss) per ordinary share (cents) (13.29) 25.89
There were no potentially dilutive instruments in issue at 30 June 2025 or 30
June 2024.
10. Dividends
The company paid the following dividends during the year:
Quarter end Dividend per share Ex div date Net Dividend paid Record date Paid date
30 June US$0.025 25 July US$7,277,064 26 July 9 August 2024
2024 2024 2024
30 September 2024 US$0.025 24 October US$6,768,908 25 October 2024 08 November 2024
2024
31 December US$0.025 30 January 2025 US$6,731,408 31 January 14 February 2025
2024 2025
31 March 2025 US$0.025 01 May 2025 US$6,647,658 2 May 16 May
2025 2025
In addition, the Company declared the following dividend in relation to the
profit for the year ended 30 June 2025:
Quarter end Dividend per share Ex div date Net Dividend paid Record date Paid date
30 June US$0.025 24 July US$6,685,158 25 July 8 August 2025
2025 2025 2025
Under the Companies (Guernsey) Law, 2008, the Company can distribute dividends
from capital and revenue reserves, subject to a prescribed net asset and
solvency test. The net asset and solvency test consider whether a company is
able to pay its debts when they fall due, and whether the value of a company's
assets is greater than its liabilities. The Board confirms that the Company
passed the net asset and solvency test for each dividend paid.
11. Net assets per ordinary share
2025 2024
US$ US$
Shareholders' equity 352,005,300 451,055,672
Number of ordinary shares 352,005,300 451,055,672
Net assets per ordinary share (cents) 131.64 154.96
12. Financial risk management
Capital management
The Board manages its capital to ensure that it will be able to continue as a
going concern while maximising the return to shareholders. In accordance with
the Company's investment policy, the Company's principal use of cash has been
to fund investments as well as ongoing operational expenses. The Board, with
the assistance of the Investment Manager, monitors and reviews the broad
structure of the Company's capital on an ongoing basis. The capital structure
of the Company consists entirely of equity (comprising issued capital and
retained earnings).
These risks include market risk (including price risk, currency risk and
interest rate risk), credit risk and liquidity risk.
Market risk
The value of the investments held by the Company is indirectly affected by the
factors impacting the shipping industry generally, being, inter alia, interest
rates, the availability of credit, and currency exchange rates. Other risks
such as climate change considerations, economic or political uncertainty,
changes in laws and regulations governing shipping or trade are considered by
the Investment Manager and the Board.
Please see Principal Risks and Uncertainties. These factors may affect the
price or liquidity of vessels held by the Company's SPVs and thus the value
of the SPVs themselves.
As the Company's ordinary shares are traded on the LSE, the ordinary shares
may trade at a discount or premium to their NAV per share. However, the
Directors and the Investment Manager monitor the discount on a regular basis
and can use share buybacks to manage the discount.
The Company is not subject to any externally imposed capital requirements.
Financial risk management objectives
The Board, with the assistance of the Investment Manager, monitors and manages
the financial risks relating to the operations of the Company through internal
risk reports which analyse exposures by degree and magnitude of risk.
Interest rate risk
The majority of the Company's financial assets and liabilities are
non-interest bearing. However, the Company is exposed to a small amount of
interest rate risk due to fluctuations in the prevailing levels of market
interest rates because any excess cash or cash equivalents are invested at
short-term market interest rates.
The Company's interest-bearing financial assets and liabilities expose it to
risks associated with the effects of fluctuations in the prevailing levels of
market interest rates on its financial position and cash flows.
The following table summarises the Company's exposure to interest rate risks.
It includes the Company's assets and trading liabilities at fair value and the
outstanding loans with variable interest rates. It does not consolidate the
US$54.4m (2024: US$62.0m) loan (with a variable interest rate at SOFR plus a
margin of 3.2% owed by Product Holdco Limited (with SOFR interest rate caps at
0.5% and 4.65% on amounts of US$6.0m and US$42.50m respectively for 3 years)).
Interest payments on these loans are subject to limited change from
fluctuations in interest rates due to their capped nature.
2025 Interest bearing less than 1 month (US$) Non-interest bearing (US$) Total (US$)
Assets
Investments - 345,681,239 345,681,239
Trade and other receivables excluding prepayments - 7,144,211 7,144,211
Cash and cash equivalents 175,812 - 175,812
Total assets 175,812 352,825,450 353,001,262
Liabilities
Trade and other payables - 1,038,915 1,038,915
Total liabilities - 1,038,915 1,038,915
Total interest sensitivity gap 175,812 175,812
The weighted average interest rate is 3.53% for cash and cash equivalents in
the current FY.
2024 Interest bearing less than 1 month (US$) Non-interest bearing (US$) Total (US$)
Assets
Investments - 444,977,383 444,977,383
Trade and other receivables excluding prepayments - 7,194,778 7,194,778
Cash and cash equivalents 56,007 - 56,007
Total assets 56,007 452,172,161 452,228,168
Liabilities
Trade and other payables - 1,207,547 1,207,547
Total liabilities - 1,207,547 1,207,547
Total interest sensitivity gap 56,007 56,007
The weighted average interest rate was 2.49% for cash and cash equivalents in
the prior year.
If the interest rates had been 100 basis points higher or lower and all other
variables were held constant, the Company's profit for the year ended 30 June
2025 would increase or decrease by US$1,758 (2024: US$560) as a result of the
Company's exposure to interest rates on its variable rate deposits only.
The Company and LSA with its SPVs are permitted to utilise overdraft
facilities towards the achievement of the Company's investment objectives.
There was no overdraft utilised during the current and prior years. Refer to
Price Risk on the following pages for a description of the indirect impact
interest rates have on the valuation of vessel assets.
Credit risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in a financial loss to the Company.
The Company's subsidiary SPVs hold credit risk exposures to charterers.
Potential new charters are evaluated to assess counterparty credit risk, both
at an SPV and portfolio level, prior to any contractual engagement. The SPVs
historical actual counterparty credit losses over the life of the Company to
date have been zero. At 30 June 2025 there were no receivables held by the
SPVs considered impaired (2024: US$nil).
Cash reserves are held at the LSA and SPV levels and are paid up to the
Company as required to enable expenses to be settled as they fall due.
The Company maintains its cash and cash equivalents with various
banks to diversify credit risk. These are subject to the Company's credit
monitoring policies including the monitoring of the credit ratings issued by
recognised credit rating agencies.
30 June 2025 Credit rating Standard & Poor's Cash Short term fixed deposits (US$) Total as at 30 June 2025
(US$) (US$)
Barclays Bank Plc (Barclays) A+ Long Term 5,735 - 5,735
A-1 Short Term
Titan Wealth (1) A+ Long Term - 170,077 170,077
(HSBC London - call accounts) A-1 Short Term
Total 5,735 170,077 175,812
30 June 2024 Credit rating Standard & Poor's Cash Short term fixed deposits (US$) Total as at 30 June 2024
(US$) (US$)
Barclays Bank Plc (Barclays) A+ Long Term 34,990 - 34,990
A-1 Short Term
Ravenscroft A+ Long Term - 21,017 21,017
(HSBC London - call accounts) A-1 Short Term
Total 34,990 21,017 56,007
(1)Titan Wealth is an execution only broker that acts solely on instruction of
the Board. The Board only invest cash in banking institutions with an A-
rating or higher.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its
financial obligations as they fall due. The Board has established an
appropriate liquidity risk management framework for the management of the
Company's short-term, medium-term and long-term funding and liquidity
management requirements.
The Company manages liquidity risk by maintaining adequate cash reserves by
monitoring forecast and actual cash flows. Cash reserves are held at the LSA
and SPV levels and paid up to the Company as required to enable expenses to be
settled as they fall due.
The following table shows the maturity of the Company's non-derivative
financial assets and liabilities. The amounts disclosed are contractual,
undiscounted cash flows and may differ from the actual cash flows received or
paid in the future as a result of early repayments.
30 June 2025 Up to 3 months (US$) Between 3 and 12 months (US$) Between 1 and 5 years Total
(US$) (US$)
Assets
Financial assets at fair value through profit or loss - - 345,681,239 345,681,239
Trade and other receivables excluding prepayments 7,144,211 - - 7,144,211
Cash and cash equivalents 175,812 - - 175,812
Liabilities
Trade and other payables 1,038,915 - - 1,038,915
Total 6,281,108 - 345,681,239 351,962,347
30 June 2024 Up to 3 months (US$) Between 3 and 12 months (US$) Between 1 and 5 years Total
(US$) (US$)
Assets
Financial assets at fair value through profit or loss - - 444,977,383 444,977,383
Trade and other receivables (excluding prepayments) 7,194,778 - - 7,194,778
Cash and cash equivalents 56,007 - - 56,007
Liabilities
Trade and other payables 1,207,547 - - 1,207,547
Total 6,043,238 - 444,977,383 451,020,621
Price risk in the shipping industry
The valuation techniques used by the underlying SPVs in determining the value
of the vessels held (based on assumptions that are not supported by prices or
other inputs from observable current market transactions) present a price risk
to the Company. The Company's financial assets are measured at fair value
which comprises the fair value of the underlying SPVs. The Company values its
investment in LSA and the SPVs at their respective net asset values. The net
asset values comprise shipping vessels which are measured at fair value and
other residual net assets and liabilities of each of the entities.
All the assets and underlying vessels are Level 3 assets. All the market price
risk pertains to the Level 3 investment portfolio in its entirety.
Price risk sensitivity analysis was conducted on vessel and charter fair
values only as these are the most significant unobservable inputs to the
valuation of the Company's investment.
(a) Standard Vessel valuations
The fair value of a standard vessel comprises both the charter-free value, the
charter valuation and capital expenditure. The charter-free and associated
charter values of typical vessels are calculated using an online valuation
system provided by VesselsValue or, in limited circumstances, written
mainstream broker valuations. For charter-free values, the VesselsValue system
contains a number of algorithms that combine factors such as vessel type,
technical features, age, cargo capacity, freight earnings, market sentiment
and recent vessel sales.
Similarly, the charter-free values determined by written mainstream broker
valuations consider vessel specifications and other applicable market
information.
For charter values, the system provides a DCF module where vessel specific
charter details are input and measured against a system or shipbroker-provided
market benchmark to obtain a premium or discount value of the charter versus
prevailing market.
The lower bound of the charter valuation process comprises the DCF value of
the current charter plus scrap value of the vessel at the end of the charter.
At the current and prior year ends this minimum value was not applied to any
vessels.
At the current and prior year ends this minimum value was not applied to any
vessels.
(b) Specialised Vessels and arrangements
There will be cases where the Company may invest in vessels and make
arrangements which are (i) of a specialised nature and fall out of scope of
mainstream brokers and/or (ii) where contracted employment does not have an
available reference benchmark in the freight brokerage community.
The Investment Manager will make its own assessment of a vessel's value with
charter using a discounted cashflow model ("DCF Model"). The DCF Model will
calculate the net present value of the charter and vessel value using the
following inputs:
· Discount rate;
· Charter Rate; and
· Exit/scrappage value
There was one specialised vessel arrangement held at the year end (2024: one
vessel) being a gas tanker with a long-term bareboat charter attached. Refer
to Note 3 for further information on the valuation methodologies applied.
The Board and the Investment Manager believe that the above reflects those
inputs where price risk could be significant, and where estimate and judgement
can potentially be used.
Price risk sensitivity analysis
Charter-free valuation for standard vessels
A 10% change in vessel values is within the normal range of value variation
over the course of a year and is simple to understand and flex. If the
charter-free vessel values at 30 June were 10% higher or lower, then the
effect on the standard vessel portfolio value would be as follows:
Vessel values +10% change Standard vessel portfolio value -10% change in charter-
in charter-free values US$ 000 free values
US$ 000 US$ 000
Fair value at 30 June 2025 35,178 373,301 (35,178)
Fair value at 30 June 2024 51,674 466,238 (51,674)
The ballast water treatment system and scrubber adjustments are not considered
significant or material and therefore no sensitivity analysis has been
prepared.
Charter valuation for standard vessels
Charter rates
The Board has concluded that use of a 10% movement in benchmark charter rates
remains a suitable sensitivity calculation, being within a normal range of
benchmark variation over the course of a month and is simple to understand and
flex, noting that most of the charter value is derived from charters having
remaining periods of 1 year or more, the market benchmarks for which show
lower volatility than spot rates and already reflect market expectations for
the period of the charter. If market charter rates used to determine charter
values were 10% higher or lower, then the effect on the standard vessel
portfolio value would be as follows:
Vessel values +10% change Standard vessel portfolio value -10% change
in charter rates US$ 000 in charter rates
US$ 000
US$ 000
Fair value at 30 June 2025 (4,690) 373,301 4,692
Fair value at 30 June 2024 (13,598) 466,238 13,607
( )
Specialised vessels
If the discount rates were 0.5% higher or lower, being within a normal range
of interest rate variation over the course of a year, then the effect on the
specialised vessel portfolio value would be as follows:
+0.5% change in discount rates Specialised Vessel portfolio value -0.5% change in discount rates
US$ 000
US$ 000
US$ 000
Specialised vessel fair value at 30 June 2024 - - -
Specialised vessel fair value at 30 June 2023 (100) 23,510 101
There was one specialised vessel held at the year end (2024: one vessel).
Currency risk
The Company may have assets and liabilities denominated in currencies other
than the United States Dollar, the functional currency. It therefore may be
exposed to currency risk as the value of assets or liabilities denominated in
other currencies will fluctuate due to changes in exchange rates.
However, such exposure is currently, and is expected to remain, insignificant.
Consequently, no further information has been provided.
13. Investment management fee
The Investment Manager is entitled to receive an annual fee, calculated on a
sliding scale, as follows:
(a) 0.85% per annum of the quarter end Adjusted Net Asset Value up to US$250m;
(b) 0.75% per annum of the quarter end Adjusted Net Asset Value in excess of
US$250m but not exceeding US$500m; and
(c) 0.65% cent per annum of the quarter end Adjusted Net Asset Value in excess
of US$500m.
For the year ended 30 June 2025 the Company has incurred US$3,244,505
(2024: US$3,484,902) in investment management fees of which US$721,696 was
outstanding at 30 June 2025 (2024: US$907,483).
Ongoing Charges
The ongoing charges ratio of the Company is 1.09% (2024: 1.02%) of the average
quarterly NAV for the year to 30 June 2025. This has been calculated using the
AIC recommended methodology.
14. Performance fees
Tufton ODF Partners LP shall be entitled to a performance fee in respect of a
Calculation Period provided that the Total Return Per Share on the Calculation
Day for the Calculation Period of reference is greater than the High Watermark
Per Share and such performance fee shall be an amount equal to the Performance
Fee Pay-Out Amount if:
the High Watermark is greater than the Total Return Per Share on any
Calculation Day; and
the prevailing Historic Performance Fee Amount is greater than zero on such
Calculation Day,
Any fee accruing as at the end of the Calculation Period is paid 50%
subsequent to the end of that period, with the remaining 50% being retained by
the Company and deferred until the next time that a performance fee payment is
due, being adjusted for any subsequent underperformance during that time.
The prevailing Historic Performance Fee Amount shall be reduced by the lower
of: (i) 20% of the difference between the High Watermark Per share and the
Total Return Per Share on such Calculation Day multiplied by the Relevant
Number of shares; and (ii) the prevailing Historic Performance Fee Amount.
No performance fee was paid during the FY and none was payable at the year end
(2024: US$nil).
15. Related parties
The Investment Manager, Tufton Investment Management Ltd, is a related party
due to having common key management personnel with the SPVs of the Company.
All management fee transactions with the Investment Manager are disclosed in
Note 13.
Tufton ODF Partners LP is a related party due to being the beneficiary of any
performance fee paid by the company, as disclosed in note 14.
Transactions with LSA and subsidiary SPVs are not disclosed. There are no
commercial transactions between the Company and LSA other than the business of
investment into LSA, the transactions of which are shown in the main financial
statements.
The Directors held the following interests in the share capital of the Company
either directly or beneficially:
30 June 30 June
2025 2024
Director Shares Shares
R King 65,000 60,000
S Le Page 46,504 41,268
P Barnes 18,651 5,000
C Rødsaether 37,906 30,000
T Le Noury 10,000 5,000
Other Interests
Tufton Group related stakeholders including current and former shareholders,
employees, and non-executive directors directly or beneficially held ~3.3% of
the issued share capital as at 30 June 2025 (2024: ~4.9%).
16. Controlling party
In the opinion of the Directors, based on shareholdings advised to them, the
Company has no immediate or ultimate controlling party.
17. Directors' fees
The remuneration of the Directors was US$272,242 (2024: US$231,674) for the
year which consisted solely of short-term benefits. At 30 June 2025, no
Directors' fees (2024: US$nil) were outstanding.
The Directors fees are as disclosed below:
30 June 30 June
2025 2024
Director £ £
R King 46,000 43,500
S Le Page 41,500 40,500
P Barnes 41,000 37,750
C Rødsaether 39,500 37,000
T Le Noury 41,500 25,135
18. Events after the reporting year
On 16 July 2025, the Company declared a dividend of US$0.025 per ordinary
share for the quarter ending 30 June 2025. The dividend was paid on 8 August
2025 to holders of ordinary shares recorded on the register as at close of
business on 25 July 2025 with an ex-dividend date of 24 July 2025.
On 29 August 2025 the Company disposed of Neon for US$23.5m, a small premium
over the vessel's NAV as at 30 June 2025.
There has not been any other matter or circumstance occurring subsequent to
the end of the FY that has significantly affected, or may significantly
affect, the operations of the Company, the results of those operations, or the
state of affairs of the Company the next financial period up to the date of
approval of these financial statements.
Alternative Performance Measures ("APMs")
This Annual Report and Audited Financial Statements contain APMs, which are
financial measures not defined in IFRS Accounting Standards. These include
certain financial and operational highlights and key financials. The
definition of each of these APMs is shown below.
The Company assesses its performance using a variety of measures that are not
specifically defined under IFRS Accounting Standards and are therefore termed
APMs. The APMs that the Company uses may not be directly comparable with those
used by other companies. These APMs are used to present a clearer picture of
how the Company has performed over the year and are all financial measures of
historical performance. The APMs are prepared on a consolidated basis.
Alternative Performance Measure Definition / Method of calculation Reason for use
Aggregate Realised Net IRR Realised IRR based on aggregated equity cash flows across all divested vessels Measures the net realised IRR on all vessel divestments
calculated at SPV level, net of fees
Average Charter Length Total forecast EBITDA from fixed-rate charters in place, divided by the To provide information about the extent to which the future revenue of the
annualised EBITDA of those charters SPVs is contractually fixed
Compound Annual Growth Rate ("CAGR") The geometric progression ratio that provides a constant rate of return over To provide a measure of annual compound growth rate over time
the time period
Company IRR The IRR of the Company calculated using all gross capital raises, dividends Measures the IRR achieved by the Company
and buyback and current Company NAV
Consolidated Gearing Ratio Loans to charter-free value including capital adjustments on a consolidated To provide an indication of leverage, which is not reported in the financial
basis statements which are not prepared on a consolidated basis
Depreciated Replacement Cost ("DRC") Estimating the cost to replace the asset, considering any changes in the cost To provide a methodical basis for estimating the residual value of an asset at
of materials and labour since the asset was initially purchased or the end of a planned investment period
constructed, and subtracting the depreciation that has occurred since that
time
Dividend Cover Portfolio Operating Profit less debt amortisation, divided by dividends for To provide information about the extent to which past dividends are covered by
the period earnings
EBITDA Earnings before interest, taxes, depreciation and amortisation To provide a measure of profitability from operating activity, independent of
financing strategy
Forecast Net Yield Forecast EBITDA over the current charters minus any capex accruals for the To provide information about profitability from future operating activity
vessels in the portfolio divided by the time-weighted vessel values over the relative to current vessel values
same period
Gain / (loss) in Capital Values Fair value gains and losses (being the change in charter-free value + change Fair value of the Company's underlying investments is a key component of the
in charter value) from marking assets to market in accordance with the Company's overall investment performance
valuation policy of the Company
Gross Operating Profit Operating profit before gain / (loss) in capital values, loan interest, fees, To provide an indication of the underlying profit from operating activity,
and all other Company level expenses which is not reported in the financial statements, before interest, fees and
Company level expenses
Internal Rate of Return ("IRR") The interest rate at which the net present value of all the cash flows from a A widely used APM which allows the shareholders to compare performance of
project or investment equal zero, and is a common performance indicator used different funds
in investment funds
NAV Total Return Per Share The change in NAV per share plus dividends per share paid by the Company A measure showing how the NAV per share has performed over a period of time,
during the year, divided by the initial NAV per share at inception taking into account both capital return and dividends paid to shareholders
Operating Expenses Expenses (other than finance costs) of operating the Company's subsidiary SPVs To provide an indication of the cost of the underlying operating activity,
and their ships which is not reported in the financial statements
Portfolio Operating Profit Gross Operating Profit and interest income less loan interest and fees, To provide an indication of the underlying net profit from operating activity,
Company Level Fees and Expenses which is not reported in the financial statements
Portfolio Price / Depreciated Replacement Cost ("P/DRC") Price divided by the Depreciated Replacement Cost. Price may refer to a The Investment Manager's preferred valuation metric for investment analysis.
transaction (investment or divestment) value or fair value at a certain date P/DRC tends to revert to 100% in the long-term
Revenue Charter income, net of broker commissions and charter related costs, earned by To provide an indication of the underlying income from operating activity
SPVs which is not reported in the financial statements
Ship-Days The sum of the number of days each vessel was owned by the Company over the To provide information about the vessel operating activity measured in days
financial period
Time-Weighted Capital Employed Time-weighted capital invested in vessels A metric used to compare Gross Operating Profit across different periods
Total Return Per Share The Net Asset Value per ordinary share on any Calculation Day adjusted to: A measure showing how the investment in the Company's shares has performed
over a period of time, taking into account both capital return and dividends
(i) include the gross amount of any dividends and/or distributions paid to an paid to shareholders
ordinary share since Admission;
(ii) not take account of any accrual made in respect of the performance fee
itself for that Calculation Period;
(iii) not take account of any accrual made in respect of any prevailing
Historic Performance Fee Amount (as adjusted pursuant to the operation of this
paragraph below);
(iv) not take account of any increase in Net Asset Value per share
attributable to the issue of ordinary shares at a premium to Net Asset Value
per share or any buyback of any ordinary shares at a discount to Net Asset
Value per ordinary share during such Calculation Period;
(v) not take account of any increase in Net Asset Value per share attributable
to any consolidation or sub-division of ordinary shares;
(vi) take into account any other reconstruction, amalgamation or adjustment
relating to the share capital of the Company (or any share, stock or security
derived therefrom or convertible there into); and
(vii) take into account the prevailing Net Asset Value of any C Shares in
issue
Corporate Information
Directors
Robert King, Chair
Stephen Le Page
Paul Barnes
Christine Rødsaether
Trina Le Noury
Registered office
1 Royal Plaza
Royal Avenue
St Peter Port
GY1 2HL
Guernsey
Investment Manager and AIFM
Tufton Investment Management Ltd
70 Pall Mall
1st Floor London
SW1Y 5ES
Asset Manager
Tufton Management Limited
3rd Floor, St George's Court
Upper Church Street
Douglas
Isle of Man IM1 1EE
Secretary and Administrator
Apex Fund & Corporate Services (Guernsey) Limited ("Apex")
1 Royal Plaza
Royal Avenue
St Peter Port
Guernsey
GY1 2HL
Brokers
Hudnall Capital LLP
Adam House
7-10 Adam Street
London
WC2N 6AA
Singer Capital Markets
1 Bartholomew Lane
London
EC2N 2AX
Depositary
Apex Depositary (UK) Limited
Bastion House
140 London Wall
London
EC2Y 5DN
Guernsey Legal Advisers
Carey Olsen (Guernsey) LLP
PO Box 98, Carey House
Les Banques
St Peter Port
Guernsey
GY1 4BZ
UK Legal Advisers
Gowling WLG (UK) LLP
4 More London Riverside
London
SE1 2AU
Registrar
Computershare Investor Services (Guernsey) Limited
1(st) Floor, Tudor House
Le Bordage
St Peter Port
Guernsey
GY1 1DB
Receiving Agent
Computershare Investor Services PLC
The Pavillions
Bridgewater Road
Bristol
BS99 6AH
Independent Auditor to the Company
PricewaterhouseCoopers CI LLP
Royal Bank Place
1 Glategny Esplanade
St Peter Port
Guernsey
GY1 4ND
Principal Bankers
Barclays Bank Plc
Guernsey International Banking
PO Box 41
St Peter Port
Guernsey, GY1 3BE
Definitions
The following definitions apply throughout this document unless the context
requires otherwise:
Adjusted Net Asset Value the Net Asset Value less uninvested monies (cash and cash value equivalents)
held by the Company from time-to-time excluding monies arising on or from the
realisation of or a distribution from an investment
Administrator Apex Fund and Corporate Services (Guernsey) Limited (formerly Apex
Administration (Guernsey) Limited)
AIC the Association of Investment Companies
AIFM Directive or AIFMD the EU Directive on Alternative Investment Fund Managers (No. 2011/61/EU)
AIF an Alternative Investment Fund
AIFM an Alternative Investment Fund Manager
AIFM Rules the AIFM Directive and all applicable rules and regulations implementing the
AIFM Directive in the UK
Articles of Incorporation or Articles the articles of incorporation of the Company, as amended from time-to-time
Asset Manager Tufton Management Limited
Auditor PricewaterhouseCoopers CI LLP
Brokers Hudnall Capital LLP and Singer Capital Markets
BWTS Ballast Water Treatment System
Calculation Day The last business day of each Calculation Period
Calculation Period (a) the period starting on Admission and ending on the earlier of (i) 30 June
2024; (ii) the commencement of the winding up of the Company; and (iii) the
termination of the Manager's appointment; and
(b) if the previous Calculation Year ended on 30 June of the previous Year,
each successive period starting on 1 July and ending on the earlier of (i) 30
June three years later; (ii) the commencement of the winding up of the
Company; and (iii) the termination of the Manager's appointment
Calculation Year 1 July to 30 June
Companies Law the Companies (Guernsey) Law, 2008 as amended
Company Tufton Assets Limited (Guernsey registered number 63061) which, when the
context so permits, shall include any intermediate holding company of the
Company and the SPVs
Company Level Fees and Expenses the investment management fee and other professional fees and expenses at
company level
Depreciated Replacement Cost or DRC the Investment Manager's preferred valuation metric. DRC for a second-hand
vessel is the current cost of replacing the vessel with an equivalent
newbuild, depreciated to the same age
Directors or Board the Board of Directors of the Company or the Directors from time to time
Discount Control Policy the policy described in the Discount Control section of the Company's
Prospectus
DWT An abbreviation for deadweight tonnage, a measure of a ship's total carrying
capacity, including cargo, fuel, water, and crew.
Environmental, Social, and Corporate Governance (ESG) an evaluation of the Company's collective conscientiousness for social, and
environmental factors
FCA the UK Financial Conduct Authority
Financial Reporting Council or FRC the UK Financial Reporting Council
FSMA the Financial Services and Markets Act 2000 and any statutory modification or
re-enactment thereof for the time being in force
FY financial year
GFSC or Commission the Guernsey Financial Services Commission
High Watermark Per Share the higher of: (i) US$1.00 increased by the Hurdle; and (ii) if a Performance
Fee has previously been paid, the Total Return Per Share on the Calculation
Day for the last Calculation Period (if any) by reference to which a
Performance Fee was paid
High Performance Fee Amount in respect of any Calculation Period, an amount equal to the Performance Fee
Pay-Out Amount for the previous Calculation Period where a Performance Fee was
payable
Historic Performance Fee Amount in respect of any Calculation Period, an amount equal to be Performance Fee
Pay-Out Amount for the previous Calculation Period where a performance fee was
payable
IASB International Accounting Standards Board
IFRIC International Financial Reporting Interpretations Committee
IFRS Accounting Standards International Financial Reporting Standards Accounting Standards
IMO International Maritime Organisation
Investment Manager Tufton Investment Management Ltd
IPO Initial public offering
Issue Price the initial cost of a security when it first becomes available for purchase by
the public
Listing Rules the listing rules made by the UKLA pursuant to Part VI of FSMA
London Stock Exchange or LSE London Stock Exchange plc
LS Assets Limited or LSA the Guernsey holding company owning the SPVs through which the Company makes
investment into vessels
LSE Admission Standards the rules issued by the London Stock Exchange in relation to the admission to
trading of, and continuing requirements for, securities admitted to the SFS
Main Market the main market for listed securities operated by the London Stock Exchange
Market Abuse Regulation or MAR Regulation (EU) No 596/2014 of the European Parliament and of the Council of
16 April 2014 on market abuse
Memorandum the memorandum of association of the Company
Net Asset Value or NAV the value, as at any date, of the assets of the Company after deduction of all
liabilities of the Company and in relation to a class of shares in the
Company, the value, as at any date of the assets attributable to that class of
shares after the deduction of all liabilities attributable to that class of
shares determined in accordance with the accounting policies adopted by the
Company from time-to-time
OPEC Organisation of the Petroleum Exporting Countries
Performance Fee Amount 20 per cent. of the excess in Total Return Per Share and the High Watermark
Per Share multiplied by the time weighted average number of shares in issue
during the Calculation Period
Performance Fee Pay-Out Amount in respect of the relevant Calculation Period, an amount equal to "A", where:
A = (0.5 x B) + C;
B = the Performance Fee Amount; and
C = an amount equal to the High Performance Fee Amount.
POI Law the Protection of Investors (Bailiwick of Guernsey) Law, 2020, as amended
Portfolio the Company's portfolio of investments from time to time
Paris Agreement a legally binding international treaty on climate change
Prospectus The Placing and Offer for Subscription document for the Company dated 8
December 2017
Redemption the capital return via a compulsory redemption of ordinary shares at a
pre-determined price
Register the register of members of the Company
Relevant Number of Shares for any Calculation Period the time weighted average number of ordinary shares
in issue during such Calculation Period
Responsible Investment A strategy and practice to incorporate environmental, social and governance
(ESG) factors in investment decisions and active ownership
SFS or Specialist Funds Segment the Specialist Funds Segment of the Main Market (previously known as the
Specialist Fund Market or SFM)
Segment classifications of vessels within the shipping industry including, inter alia,
Tankers, General Cargo, Containerships and Bulkers
SOFR Secured Overnight Financing Rate
SPV or Special Purpose Vehicle corporate entities, formed and wholly owned (directly or indirectly) by the
Company, specifically to hold one or more vessels, and including (where the
context permits) any intermediate holding company of the Company
£ or Sterling the lawful currency of the United Kingdom
Tufton the Investment Manager
Tufton Group Tufton Investment Management Holding Ltd and its subsidiaries
UK Corporate Governance Code the UK Corporate Governance Code as published by the Financial Reporting
Council from time-to-time
UK Listing Authority the FCA acting in its capacity as the competent authority for the purposes of
Part VI of FSMA
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland
VesselsValue VesselsValue Limited, a third party provider of vessel valuations to the
Company and Investment Manager
WACC the weighted average cost of capital
Notice of AGM
Tufton Assets Limited
Registered Office Address: 1 Royal Plaza, Royal Avenue, St Peter Port,
Guernsey, GY1 2HL
Registration Number: 63061
This document is important and requires your immediate attention. If you are
in doubt as to any aspect of the proposals referred to in this document or the
action you should take, you should seek your own advice from a stockbroker,
solicitor, or other independent professional adviser. If you have recently
sold or transferred all your shares in Tufton Assets Limited, please forward
this document, together with the accompanying documents, as soon as possible
either to the purchaser or transferee or to the person who arranged the sale
or transfer so they can pass these documents to the person who now holds the
shares.
Dear Shareholder,
I am pleased to send you the notice of the 2025 Annual General Meeting ("AGM")
of the members of Tufton Assets Limited (the "Company" or "SHIP"), to be held
at 1 Royal Avenue, St Peter Port, Guernsey, GY1 2HL on Thursday, 23 October
2025 at 11:00 BST. Explanatory notes on all resolutions accompany the notice
of the AGM (the "Notice").
Re-Election of Directors
As in previous years, all Directors are offering themselves for re-election in
accordance with the AIC Corporate Governance Code (the "Code") and the
Articles of Incorporation of the Company (the "Articles"). Please note for
your information that biographical details of the Directors are set out in the
Annual Report and Audited Financial Statements.
Voting
The Directors of the Company believe that the proposed resolutions set out in
this Notice are in the best interests of the Company and its members.
If you would like to vote on the resolutions, please appoint a proxy by no
later than Tuesday, 21 October 2025 at 11:00 BST. A form of proxy accompanies
the Notice.
All resolutions will be put to a poll in reflection of best practice and to
ensure that all members have their votes considered, proportional to their
shareholdings in the Company.
The results of the AGM will be announced to the market as soon as practicable
after the conclusion of the AGM. Should you wish to discuss anything ahead of
the AGM, please see the contact details below.
Tufton Investment Management Ltd, the Investment Manager
andrew.hampson@tufton.com (mailto:andrew.hampson@tuftonoceanic.com)
nicolas.tirogalas@tufton.com (mailto:nicolas.tirogalas@tufton.com)
Hudnall Capital, the Joint Broker
ac@hudnallcapital.com (mailto:ac@hudnallcapital.com)
Singer Capital Markets, the Joint Broker
James.Maxwell@singercm.com (mailto:James.Maxwell@singercm.com)
Alex.Bond@singercm.com (mailto:Alex.Bond@singercm.com)
Apex Fund and Corporate Services (Guernsey) Limited, the Company Secretary and
Robert King, the Chair
shipadmin@apexgroup.com (mailto:admin.guernsey@maitlandgroup.com)
Yours faithfully,
Robert King
Independent Non-Executive Chair
NOTICE OF ANNUAL GENERAL MEETING 2025
Notice is hereby given that the ninth Annual General Meeting of the members of
Tufton Assets Limited (the "Company") will be held at 1 Royal Avenue, Royal
Plaza, St Peter Port, Guernsey, GY1 2HL on Thursday, 23 October 2025 at 11:00
BST to transact the business set out in the resolutions below.
ORDINARY RESOLUTIONS
1. To receive the Company's Annual Report and Audited Financial
Statements for the year ended 30 June 2025.
2. To re-appoint PricewaterhouseCoopers CI LLP as auditor to the Company
until the conclusion of the next general meeting at which accounts are laid
before the Company.
3. To authorise the Directors of the Company to determine the
remuneration of the auditor.
4. To approve the remuneration of the Directors for the year ended 30
June 2025, as set out in the Directors' Report.
5. To re-elect Mr Robert King as a Director who retires by rotation in
accordance with Article 21.3 of the Articles.
6. To re-elect Mr Stephen Le Page as a Director who retires by
rotation in accordance with Article 21.3 of the Articles.
7. To re-elect Mr Paul Barnes as a Director who retires by rotation in
accordance with Article 21.3 of the Articles.
8. To re-elect Ms Christine Rødsæther as a Director who retires by
rotation in accordance with Article 21.3 of the Articles.
9. To re-elect Ms Trina Le Noury as a Director who retires by rotation
in accordance with Article 21.3 of the Articles.
10. To authorise the Company to make market acquisitions (as defined in
the Companies (Guernsey) Law, 2008, as amended) of its own ordinary shares of
no-par value ("Ordinary Shares"), either for cancellation or to hold as
treasury shares for future resale or transfer, provided that:
a. the maximum number of Ordinary Shares authorised to be purchased
shall be up to 14.99% of the Ordinary Shares in issue (excluding treasury
shares in issue) as at 30 September 2025 (being the last business day prior to
the publication of the Notice);
b. the minimum price (exclusive of expenses) which may be paid for an
Ordinary Share is US$0.01;
c. the maximum price (exclusive of expenses) which may be paid for an
Ordinary Share is an amount equal to the higher of:
i. an amount equal to 5% above the average of the mid-market values of
an Ordinary Share taken from the London Stock Exchange Daily Official List for
the five business days before the purchase is made; or
ii. the higher of the price of the last independent trade or the highest
current independent bid for Ordinary Shares on the London Stock Exchange at
the time the purchase is carried out;
d. subject to paragraph (e), such authority shall expire at the annual
general meeting of the Company to be held in 2026 (unless previously varied,
revoked or renewed by the Company in general meeting) or, if earlier, the date
falling 15 months from the passing of this resolution; and
e. notwithstanding paragraph (d), the Company may make a contract to
purchase its Ordinary Shares pursuant to the authority hereby conferred prior
to the expiry of such authority which will or may be executed wholly or partly
after the expiry of such authority and may make a purchase of its own Ordinary
Shares in pursuance of any such contract notwithstanding the expiry of the
authority given by this resolution.
11. To re-approve the dividend policy of the Company as set out in the
Prospectus dated 8 December 2017.
EXTRAORDINARY RESOLUTION
12. To authorise the Directors to allot and issue shares, to grant
rights to subscribe for or to convert any security into shares and to make
offers or agreements to allot and issue equity securities (as defined in
Article 5.1(a) of the Articles) for cash and/or to sell Ordinary Shares held
by the Company as treasury shares as if the pre-emption rights contained in
Article 5.2 of the Articles did not apply to any such allotment, grant or
sale, provided that such authority shall be limited to the allotment of shares
and/or grant of rights to subscribe for or to convert any security into shares
and/or sale of treasury shares up to an aggregate number of Ordinary Shares as
equal to 26,740,633 Ordinary Shares (representing 10% of the Ordinary Shares
in issue as at 30 September 2025) (excluding any Ordinary Shares held in
treasury and after giving effect to the exercise of warrants, options or other
convertible securities outstanding as at such date).
The authority granted by this resolution shall, unless renewed, varied or
revoked by the Company, expire on the earlier of the conclusion of the next
annual general meeting of the Company and 15 months after the passing of this
resolution, save that the Company may, before such expiry, make offers or
enter into agreements during the relevant period which would or might require.
Ordinary Shares to be allotted and issued or rights to subscribe for or to
convert any security into Ordinary Shares to be granted or Ordinary Shares
held in treasury to be sold after this authority has expired and the Directors
may allot and issue equity securities and/or sell Ordinary Shares out of
treasury in pursuance of any such offer or agreement as if this power had not
expired.
By order of the Board
On behalf of Apex Fund and Corporate Services (Guernsey) Limited
Company Secretary
1 Royal Avenue
Royal Plaza
St Peter Port
Guernsey
GY1 2HL
EXPLANATORY NOTES - GENERAL
The following notes explain your general rights as a member and your right to
vote at the 2025 AGM or to appoint someone else to vote on your behalf.
A member of the Company who is entitled to attend the AGM is entitled to
appoint one or more proxies to attend, speak and vote in their place. A proxy
does not need to be a member of the Company but must attend the AGM to
represent you. Details of how to appoint the Chair of the AGM or another
person as your proxy using the proxy form are set out in the notes to the
proxy form. If you wish your proxy to speak on your behalf at the AGM you will
need to appoint your own choice of proxy (not the Chair) and give your
instructions directly to them. A member may appoint more than one proxy to
attend the AGM, provided that each proxy is appointed to exercise rights
attached to different shares. Under the current circumstances, the Board
strongly advises shareholders to appoint the Chair of the meeting as their
proxy for all votes. Please note that appointing a proxy who cannot attend the
AGM will effectively void your vote.
A corporation which is a member can appoint one or more corporate
representatives who may exercise, on its behalf, all its powers as a member
provided that no more than one corporate representative exercises powers over
the same share. Corporate members are strongly encouraged to complete and
return a form of proxy appointing the Chair of the meeting to ensure their
votes are included in the poll.
A form of proxy is enclosed which should be completed in accordance with the
instructions. To be valid, this form of proxy and any power of attorney or
other authority under which it is executed (or a duly certified copy of such
power of attorney) must be lodged with the Company's Registrar, Computershare
Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road,
Bristol, BS99 6ZY, or by e-mail to
#UKCSBRS.ExternalProxyQueries@computershare.co.uk. Alternatively, completed
forms can be sent to the registered office of the Company c/o Apex Fund and
Corporate Services (Guernsey) Limited, 1 Royal Avenue, Royal Plaza, St Peter
Port, Guernsey, GY1 2HL. All proxies must be received by no later than 11:00
BST on Tuesday, 21 October 2025, being 48 hours before the time appointed for
the AGM. Submission of a proxy appointment will not preclude a member from
attending and voting at the AGM should they wish to do so.
CREST offers a proxy voting service which the Company's Registrar,
Computershare are an agent of.
Shareholders are advised that, upon receipt of their proxy form from the
Company, if they wish to appoint a proxy or to give or amend an instruction to
a previously appointed proxy via the CREST system, the CREST message must be
received by the Company's agent (ID 3RA50) two days prior to the date of the
Company's AGM at the latest. For this purpose, the time of receipt will be
taken to be the time (as determined by the timestamp applied to the message by
the CREST Applications Host) from which the issuer's agent is able to retrieve
the message. After this time any change of instructions to a proxy appointed
through CREST should be communicated to the proxy by other means.
CREST Personal Members or other CREST sponsored members, and those CREST
Members who have appointed voting service provider(s) should contact their
CREST sponsor or voting service provider(s) for assistance with appointing
proxies via CREST.
For further information on CREST procedures, limitations and system timings,
please refer to the CREST Manual. We may treat as invalid a proxy appointment
sent by CREST in the circumstances set out in Regulation 41 of the
Uncertificated Securities (Guernsey) Regulations 2009.
If you are an institutional investor, you may be able to appoint a proxy
electronically via the Proxymity platform, a process which has been agreed by
the Company and approved by the Registrar. For further information regarding
Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11:00
BST on 21 October 2025 to be considered valid. Before you can appoint a proxy
via this process you will need to have agreed to Proxymity's associated terms
and conditions. It is important that you read these carefully as you will be
bound by them, and they will govern the electronic appointment of your proxy.
Please note that the AGM will not be made available by way of publicly
available real-time broadcast.
As at 30 September 2025 (being the last business day prior to the publication
of the Notice), the Company's issued share capital consists of 267,406,330
Ordinary Shares, carrying one vote each. Therefore, the total number of voting
rights in the Company as at 30 September 2025 is 267,406,330.
EXPLANATORY NOTES - ORDINARY RESOLUTIONS 1 to 12
ORDINARY RESOLUTION 1 - The Company must present the financial statements for
the year ended 30 June 2025 and the reports of the Directors and the Auditor
to the AGM for approval.
ORDINARY RESOLUTION 2 - The auditor of the Company must be re-appointed at
each general meeting where accounts are laid, to hold office until the
conclusion of the next such general meeting. It is proposed that
PricewaterhouseCoopers CI LLP Limited be re-appointed as the Company's
auditor, to hold office from the AGM's conclusion until the conclusion of the
next general meeting at which accounts are laid before the Company.
ORDINARY RESOLUTION 3 - This resolution gives authority to the Board to
determine the remuneration of the Auditor.
ORDINARY RESOLUTION 4 - Guernsey-registered companies are not obliged to
prepare and publish a Directors' Remuneration Report. However, the Company has
included details of its Directors' remuneration within the Financial Report
and Audited Financial Statements and an ordinary resolution will be put to
shareholders seeking approval of the Directors' remuneration, which will be
advisory only.
ORDINARY RESOLUTIONS 5-9 - The full Board are retiring. They are offering
themselves for re-election as appropriate in accordance with Article 23.1 of
the Articles and the Association of Investment Companies ("AIC") Code of
Corporate Governance, of which the Company is a member. A brief biography for
each of the Directors is set out on pages 26 and 27 of the Annual Report and
Audited Financial Statements.
ORDINARY RESOLUTION 10 - This resolution grants the Company authority to make
market purchases of up to 14.99% of the Ordinary Shares in issue as at 30
September 2025 (being the last business day prior to the publication of the
Notice). The Ordinary Shares bought back will either be cancelled or placed
into treasury at the determination of the Directors.
The maximum price which may be paid for each Ordinary Share must not be more
than the higher of (i) 5% above the average of the mid-market values of an
Ordinary Share taken from the London Stock Exchange Daily Official List for
the five business days before the purchase is made; or (ii) the higher of the
price of the last independent trade or the highest current independent bid for
the Ordinary Shares on the London Stock Exchange at the time the purchase is
carried out. The minimum price which may be paid for each Ordinary Share is
US$0.01.
This authority shall expire at the next annual general meeting of the Company
(or, if earlier, the date falling 15 months from the passing of this
resolution), when a resolution to renew the authority will be proposed. The
Company currently intends that any Ordinary Shares repurchased would be held
in treasury, subject to applicable law and regulation.
ORDINARY RESOLUTION 11 - Shareholders are being asked to approve the Company's
policy with respect to the payment of dividends. This approval will be
advisory only. The dividend policy, as set out in the Prospectus dated 25
September 2018 and amended on 18 September 2019, is summarised below:
Dividend Policy
The Company intends to pay dividends on a quarterly basis with dividends
declared in January, April, July and October. The Company will target a
quarterly dividend of 2.5 cents per Ordinary Share for the FY 2025, which is
also available as a sterling payment option.
EXTRAORDINARY RESOLUTION 12 - General Disapplication of Pre-emption Rights -
This resolution will, if passed, give the Directors power to allot shares or
grant rights to subscribe for or to convert any security into shares or sell
treasury shares for cash without first offering them to existing shareholders
in proportion to their existing holdings up to an aggregate number of Ordinary
Shares as equal to 26,740,633 Ordinary Shares, which represents approximately
10% of the Company's issued ordinary share capital (excluding treasury shares)
as at 30 September 2025.
Resolution 12 will allow the Company to carry out one or more tap issues, in
aggregate, up to 10% of the number of Ordinary Shares in issue as at the last
business day prior to publication of the Notice and thus to pursue specific
investment opportunities in a timely manner in the future and without the
requirement to publish a prospectus and incur the associated costs.
Any new Ordinary Shares issued under the combined authority will be at a
minimum issue price equal to the last published NAV per Ordinary Share at the
time of allotment together with a premium intended at least to cover the costs
and expenses of the relevant placing or issue of new Ordinary Shares
(including, without limitation, any placing commissions). The issue price in
respect of each relevant placing or issue of new Ordinary Shares will be
determined on the basis described above to cover the costs and expenses of
each placing or issue and thereby avoid any dilution of the NAV of the then
existing Ordinary Shares held by shareholders.
In accordance with the Articles, an Extraordinary Resolution is a resolution
of the shareholders present in person in a general meeting passed by a
majority of not less than seventy-five percent of the votes recorded on a show
of hands or by way of a poll.
Form of Proxy - Annual General Meeting 2025
To be held at 1 Royal Avenue, Royal Plaza, St Peter Port, Guernsey GY1 2HL
On Thursday, 23 October 2025 at 11:00 BST time and at any adjournment thereof
I/We………………………………………..………………………………………………….………
(BLOCK LETTERS PLEASE)
of………………………………………………………………………………………………………
…………………………………………………………………………………………………………
being (a) member(s) of the above-named Company, hereby appoint the Chair of
the meeting/ or*
………………………………………………………………………………………………………………
as my/our proxy to vote for me/us and on my/our behalf at the Annual General
Meeting of the Company to be held at 1 Royal Avenue Royal Plaza, St Peter
Port, Guernsey, GY1 2HL on Thursday, 23 October 2025 at 11:00 BST time and at
any adjournment thereof.
* To allow effective constitution of the meeting, if it is apparent to the
Chair that no shareholders will be present other than by proxy, then the Chair
may appoint a substitute to act as proxy in his stead for any shareholder,
provided that such substitute proxy shall vote on the same basis as the Chair.
A proxy need not be a member of the Company.
I/We direct my/our proxy to vote as follows:
ORDINARY RESOLUTIONS FOR AGAINST VOTE WITHHELD**
1. To receive the Company's Annual Report and Audited Financial Statements
for the year ended 30 June 2025.
2. To re-appoint PricewaterhouseCoopers CI LLP as auditor to the Company
until the conclusion of the next general meeting at which accounts are laid
before the Company.
3. To authorise the Directors to determine the remuneration of the
auditor.
4. To approve the remuneration of the Directors for the year ended 30
June 2025, as set out in the Directors' Report.
5. To re-elect Mr Robert King as a Director who retires by rotation in
accordance with Article 21.3 of the Articles.
6. To re-elect Mr Stephen Le Page as a Director who retires by rotation
in accordance with Article 21.3 of the Articles.
7. To re-elect Mr Paul Barnes as a Director who retires by rotation in
accordance with Article 21.3 of the Articles.
8. To re-elect Ms Christine Rødsæther as a Director who retires by
rotation in accordance with Article 21.3 of the Articles.
9. To re-elect Ms Trina Le Noury as a Director who retires by rotation in
accordance with Article 21.3 of the Articles.
10. Authority to make acquisitions of the Company's own shares.
11. To approve the Company's dividend policy.
EXTRAORDINARY RESOLUTION
12. Authority to allot and issue shares and to sell shares held in treasury
as if the pre-emption rights in the Articles do not apply.
Signed this day of
2025
Signature
[ ] Please tick here to indicate that this proxy instruction is in
addition to a previous instruction. Otherwise it will overwrite any previous
instruction given.
NOTES TO THE FORM OF PROXY:
i. Please indicate with an "X" in the appropriate box how you wish the
proxy to vote.
ii. If no "X" is marked in any of the for/against/vote withheld boxes in
respect of a resolution, the proxy will exercise their discretion as to how
they vote or whether they withhold their vote. The proxy will also exercise
their discretion as to how they vote or whether they withhold their vote on
any business or resolution considered at the AGM other than the resolutions
referred to in this form of proxy.
iii. In accordance with sections 222 and 223 of The Companies (Guernsey)
Law 2008, you may appoint more than one person as your proxy to exercise all
or any rights to attend and to speak and vote.
iv. **A vote withheld is not a vote in law and will not be counted in the
calculation of the votes "For" and "Against" a resolution.
v. To be valid this form of proxy and any power of attorney or of the
authority under which it is executed (or a duly certified copy of such power
of attorney) must be lodged with the Company's Registrar: Computershare
Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road,
Bristol, BS99 6ZY or the registered office of the Company c/o Apex Fund and
Corporate Services (Guernsey) Limited, 1 Royal Avenue, Royal Plaza, St Peter
Port, Guernsey, GY1 2HL by no later than 11:00 BST time on Tuesday, 21 October
2025, being 48 hours before the time appointed for the AGM. Completing and
returning this form of proxy will not prevent you from attending the meeting
and voting in person if you so wish.
vi. In order to revoke a proxy instruction, a member will need to send a
signed hard copy notice clearly stating their intention to revoke a proxy
appointment, together with the power of attorney or other authority (if any)
under which it is signed, or a notarially certified copy of such power of
attorney or authority, to the Company's Registrar to the contact details noted
above.
vii. A form of proxy executed by a corporation must be either under its
common seal or signed by an officer or attorney duly authorised by that
corporation.
viii. In the case of joint holdings, the signature of the first named member
on the Register of Members will be accepted to the exclusion of the votes of
the other joint holders.
ix. Pursuant to Regulation 41 of the Uncertificated Securities (Guernsey)
Regulations 2009, entitlement to attend and vote at the meeting and the number
of votes which may be cast thereat will be determined by reference to the
Register of Members of the Company at close of business on the day which is
two business days before the day of the meeting. Changes to entries on the
Register of Members after that time shall be disregarded in determining the
rights of any person to attend and vote at the meeting.
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