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REG - Tufton Assets Ltd. Tufton Assets - SHPP - Interim Results for period ended 31 December 2025

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RNS Number : 0116X  Tufton Assets Limited  18 March 2026

Tufton Assets Limited

("Tufton Assets" or the "Company")

Interim Results for the six-month period ended 31 December 2025

Tufton Assets announces its interim results for the six-month period ended 31
December 2025. A copy of the Interim Report and Unaudited Financial Statements
will shortly be available on the Company's website in the Investor Relations
section at www.tuftonassets.com.

For further information, please contact:

 

 Tufton Investment Management Limited                              +44 (0) 20 7518 6700

 ("Investment Manager" or "Tufton")

 Andrew Hampson

 Nicolas Tirogalas

 Singer Capital Markets                                            +44 (0) 20 7496 3000

 James Maxwell, Alex Bond, Jalini Kalaravy (Corporate Finance)

 Alan Geeves, Sam Greatrex, William Gumpel (Sales)

 Hudnall Capital LLP                                               +44 (0) 20 7520 9085

 Andrew Cade

 

Highlights

 

For the six-month period ended 31 December 2025:

 

·  NAV Total Return Per Share 9.5% (2H24: 6.0%).

·  Forward Dividend Cover 1.6x (31 Dec 2024: 1.4x)

·  Dockings Completed 9 vessels (on time and within budget) (2H24: 1 vessel)

·  One Divestment 2.6% above NAV (Since inception, 20 vessels divested at 6%
above NAV in aggregate)

Chair's Statement

Introduction

On behalf of the Board of Directors (the "Board"), I am pleased to present the
Company's Financial Report and Financial Statements for the 6-month financial
period ended 31 December 2025 (the "FP"). At the end of the FP the Company's
portfolio consisted of 19 vessels (31 December 2024: 20 vessels), details of
which are set out in the Investment Manager's Report.

Strong Financial Performance

On 31 December 2025, the Company's NAV was US$371.7m, being US$1.390 per share
(31 Dec 24: US$428.9m, being US$1.593 per share). The Company declared a
profit of US$33.0m (2H24: US$25.2m), with the US$ NAV Total Return Per Share
over the FP being 9.5% (2H24: 6.0%).

The NAV total return over the FP was primarily driven by operating performance
and rising charter-free values in a strengthening shipping market.

 

On 31 December 2025, the Average Charter Length was c.1 year. The Company has
raised its annual dividend five times since inception to US$0.10 per share and
is forecast to have Dividend Cover of 1.6x over the next 18 months (through
the end of 2Q27). Since inception, the Company has returned US$221.2m of
capital (~70% of the total capital raised of US$316.5m) via dividends,
buybacks and capital redemption.

 

Share Price and Discount Management

 

During the FP, the Company's share price has marginally declined from US$1.16
per share as at the close of business 30 June 2025 to US$1.125 per share as at
the close of business 31 December 2025. On average, the Company's shares
traded at a 16% discount to NAV over the period.

 

During the FP, the Company did not repurchase any shares (2H24: 1,500,000 at a
cost of US$1.8m). Refer to Note 5 for more details. At the end of the period,
there were 20,896,000 (31 December 2024: 19,046,000) shares held in treasury.
There are 267,406,330 shares outstanding as at 13 March 2026. As at 13 March
2026, the Company's shares traded at $1.18/ share, a 13.6% discount to the
ex-dividend 31 December 2025 NAV.

 

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 2024 (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.

The Board is considering succession planning for the Directors and will update
shareholders in due course. 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 IM continues to integrate ESG factors into its investment recommendations
and asset ownership practices. The Company's 2024 Sustainability report can be
viewed on its website (www.tuftonassets.com). The IM intends to publish the
Company's 2025 Sustainability Report later this year. The Board is pleased to
note that the IM has achieved scores higher than its peer group in all three
assessment categories of the 2025 UN PRI signatory assessment.

 

The Company and its vessels were compliant with all international sanctions
imposed by the US, UK, EU and UN. During the FP the Company had no issues with
any vessels being affected by sanctions. The Investment Manager ("Tufton" or
the "IM") monitors compliance through regular inspection of vessel logs,
satellite data and direct communication with the vessels. As of 10 March 2026,
none of the Company's vessels were trading in the Persian Gulf or the Gulf of
Oman. The IM has requested the charterers of the Company's vessels to avoid
trading the vessels in the conflict zones. The Board and IM are monitoring for
new sanctions being put in place. The IM has procedures to seek legal advice
in any areas of uncertainty.

 

Recent Acquisitions

 

In early 2024, the IM released highlights of the Company's mid-term strategy
review. Following a review of the IM's recommendations at that time, the Board
concluded that the optimal strategy for SHIP over the medium term was to
continue investing in fuel-efficient second-hand vessels to maximise
shareholder returns, with the intention of realising the Company's portfolio
of assets before the decarbonisation of shipping accelerates. Subsequent
market developments have continued to reinforce the IM's conviction that a
diversified portfolio with low leverage is well-positioned to deliver strong
returns across shipping cycles, uncorrelated to geopolitical and general
market volatility.

 

In February 2026, consistent with the strategy, the Company agreed to acquire
two high-specification, eco-design, Japanese-built Handysize Bulkers for $33m
en-bloc. The Board, having considered the expected returns and medium-term
market outlook as presented by the IM, reviewed and approved the acquisition,
concluding that the projected returns exceed both the threshold implied by the
mid-term strategy review and the target returns set out in the Prospectus.

 

Outlook and recent events

While geopolitics continue to be very influential in the shipping markets, we
remain cautiously optimistic about the outlook of our markets both in the near
and mid-term. The reconfiguration of traditional trade routes due to
conflicts, sanctions and tariff changes added significantly to tonne-mile
shipping demand. The majority of the Company's NAV is held in two segments:
product tankers and bulkers. Within both these segments, capital values and
rates rose during the FP.

 

We are pleased to note that the Company continues to de-risk the portfolio and
took advantage of the strong market to increase its dividend cover to 1.6x
(until mid-2027) by extending charters on many of the Company's vessels at
higher rates than their previous charters. The Company also completed the
scheduled dockings on nine of its vessels during the FP. Successful completion
of the scheduled dockings position the Company to benefit from an improving
market in the medium term. Only two vessels are scheduled for dockings in
1H26.

 

On 28 February 2026, the US and Israel commenced aerial military operations in
Iran. The Iranian retaliation was broad in scope, targeting US military bases
and installations, energy infrastructure, and ports across the Middle East. As
of 10 March 2026, none of the Company's vessels were trading in the Persian
Gulf or the Gulf of Oman. The IM has requested the charterers of the Company's
vessels to avoid trading the Company's vessels in the conflict zones.

 

We will continue to monitor geopolitical events and make any necessary
adjustments, always prioritising the safety of our crew and vessels as well as
optimising investor returns. On that note, the Board would like to thank
investors for their continued support.

 

………………………

Rob King

Non-executive Chairman

 

Board Members

 

The Company's Board of Directors 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 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 period are:

Robert King

Christine Rødsæther

Stephen Le Page

Paul Barnes

Katriona Le Noury ("Trina")

All Directors also served during the year ended 30 June 2025, and their brief
biographies are available in the Annual Report as at that date.

Investment Manager's Report

Highlights of the Financial Period

During the six-month FP ending 31 December 2025, NAV Total Return per share
was 9.5% (2H24: 6.0%). NAV Total Return from inception to end of the FP was
130%. 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 33 onwards.

The main return drivers during the period were:

·     Portfolio Operating Profit was US$17.1m (2H24: US$23.6m), lower
than the comparative period primarily due to the significantly higher off-hire
days for planned dry docking. The docking for nine vessels was completed
during the period with 353 off-hire days during the FP vs. one vessel in 2H24
with only 44 off-hire days.

·     Unrealised capital value rose by US$16.0m as charter-free values of
tankers and bulkers rose. The IM expects medium-term upside potential in both
segments.

 

The Company paid dividends of US$13.4m during the period (2H24: US$14.0m).
Total dividends paid were slightly lower than the comparative period due to
the lower share count after share repurchases in the previous period. In late
August, the Company disposed of Neon for total proceeds of US$23.5m, a ~2.6%
premium to its June 2025 NAV.

The product tanker and bulker markets strengthened during the FP. The Company
extended the charters on the product tankers Octane, Sierra and Marvelous at
higher rates than their previous charters. The charterer of Courteous and
Mindful exercised the first (of two) optional years (yielding >13%) on
their charters. The Company extended the charters on the bulkers Laurel,
Auspicious, Masterful, Charming, Idaho, Rocky IV and Mayflower at higher fixed
rates than their previous charters, or at least similar indexation in the case
of index-linked charters. Please see the Assets Section for details. As a
result of the improved market outlook and the higher rate charters, the
Company's forward 18-month dividend cover improved at the end of the FP to
1.6x (1.4x on 31 December 2024).

Following a thorough review of prospects for the bulker market, the IM
reaffirmed its conviction that the market offers attractive return
opportunities over the medium term. On 11 February 2026 the Company agreed to
acquire two high-specification eco design Handysize bulkers after the expected
returns from the acquisitions were considered and approved by the Board with
reference to the mid-term strategy review and Prospectus objectives. Please
see the Shipping Market Section for a discussion on the bulker market.

The Performance and Segment performance summary which follow are presented on
a look-through basis (unaudited) using APMs (please see page 33 onwards)

Performance summary

     Figures below are in US$m unless otherwise stated        From 1 Jul 2025 to 31 Dec 2025  From 1 Jul 2026 to 31 Dec 2024
     Ship-Days                                                3,556                           3,681

     Revenue                                                  47.0                            54.5
     Operating Expense                                        (26.1)                          (26.1)
 A   Gross Operating Profit                                   20.9                            28.4
     Gross Operating profit / Time-weighted Capital Employed  9.9%                            12.9%

 B   Loan finance costs and fees                              (2.1)                           (3.1)
 C   Gain / (loss) in capital values                          16.0                            1.6
 D   Portfolio profit / (loss)  A+B+C                         34.8                            26.9

 E   Interest income                                          0.4                             0.7
 F   Fund Level Fees and Expenses                             (2.1)                           (2.4)
 G   Performance fee accrual                                  -                               -
     Profit / (Loss) for the period  D+E+F+G                  33.0                            25.2

     Portfolio Operating Profit  A+B+E+F                      17.1                            23.6

 

Product tankers: The market weakened during 2H24 with spot market rates and
time charter rates falling in 3Q24 while values remained resilient. Rates
continued to weaken in 4Q24 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. In 4Q24, product
tanker charter-free values also fell. During 2H24, the benefit from the unwind
of negative charter value (US$42m) because of falling benchmark time charter
rates and the passage of time, outweighed the negative impact of falling
charter-free values (US$29m). Towards the end of the financial period and in
early 2025, product tanker time charter rates stabilised as several
geopolitical wild cards emerged including an increase in scope of US
sanctions. Please see the Shipping Market Review section for details. Though
our product tankers are on fixed-rate charters, operating profit during 2H24
was lower YoY as three vessels switched to scheduled lower rate periods within
their fixed rate charters.

Segment performance summary

 Segment Performance During the Financial Period (unaudited)  Product   Chemical                    Gas      Bulkers  Total

Tankers
Tankers
Tanker
 US$m unless otherwise stated
 Gross Operating Profit                                       11.6      4.8                         2.2      9.6      28.2
 Loan interest & fees                                         (3.1)     -                           -        -        (3.1)
 Gain / (loss) in charter-free values                         (29.0)    -                           (0.3)    (12.9)   (42.2)
 Gain / (loss) in charter values                              42.0      1.3                         -        0.5      43.8
 Portfolio profit / (loss)                                    21.5                  6.1             1.9      (2.8)    26.9

 

•     Gross Operating Profit was lower than the comparative period
largely due to off-hire days for scheduled dockings on nine vessels and the
disposal of Neon at the end of August.

•     Loan finance costs and fees were lower compared to the previous
period because of the lower interest rate environment and a smaller loan
balance.

•     Capital values rose as charter-free values of both product tankers
and bunkers improved.

Segment performance summary

 Segment Performance During the FP     Product   Chemical  Gas      Bulkers  Total

Tankers
Tankers
Tanker
 US$ m unless otherwise stated
 Gross Operating Profit                10.7      2.7       1.0      6.5      20.9
 Loan interest & fees                  (2.1)     -         -        -        (2.1)
 Gain / (loss) in charter-free values  11.8      (2.6)     0.3      8.1      17.6
 Gain / (loss) in charter values       (1.3)     (1.3)     -        1.0      (1.6)
 Portfolio profit / (loss)             19.1      (1.2)     1.3      15.6     34.8

 

Product Tankers: The product tanker market strengthened during the FP, boosted
by the combined effects of OPEC production increases, improving oil demand and
tighter sanctions. Stronger crude tanker demand resulted in more swing tonnage
switching from products to crude service. Charter-free value of product
tankers rose by US$11.8m. Though our product tankers are on fixed-rate
charters, operating profit during the FP was lower than the comparative period
due to increased off-hire days as four of our product tankers had their
scheduled dockings during the period.

 

Chemical Tankers: The chemical tanker operating profit was lower compared to
2H24 due to off-hire days for scheduled dockings of both vessels. Both
chemical tankers were on fixed-rate charters during the FP to a leading
operator of chemical tankers at least until late 2026 with a floor/ceiling
rate structure for another year after

 

Gas Tanker: The Company disposed of Neon (gas tanker) at the end of August at
a ~2.6% premium to its NAV as of 30 June 2025.

 

Bulkers: As the IM expected, the bulker market improved during the FP.
Operating profit during the FP was lower than 2H24 due to increased off-hire
days as three of our bulkers had their scheduled dockings during the period.
Charter-free values rose in an improving market. The IM believes the market
for Handysize bulkers offers attractive, improving yields and potential for
capital appreciation in coming years. Please see the Shipping Market Review
section for details.

 

At the end of the period, the Company's diversified portfolio had high cash
flow visibility from long-term charters on product tankers (c.39% of NAV) with
a forecast net yield of 13.5% (vs. 9.2% at the end of December 2024). The
fixed rate periods on the chemical tanker charters yield c.21%. The forecast
net yield on the Company's bulkers (c.39% of NAV) was 9.7% (9.1% at the end of
December 2024). Portfolio yields increased in product tankers and bulkers
despite the higher charter-free values. As of 31 December 2025, the Company's
vessels had an average age of 13.4 years (31 December 2024: 12.5 years) and
were chartered to eight different counterparties (31 December 2024: eleven
counterparties).

 

Segment exposure and forecast net yields

 

 Segment Exposure and Forecast Yields**  Product Tankers  Chemical Tankers  Bulkers  Total

 Vessels                                 8                2                 9        19
 % of NAV                                38.8%            9.6%              39.4%
 Forecast Net Yields**                   13.5%            21.1%             9.7%     12.8%

** Based on the market values on 31 December 2025

 

The Assets

 

The Company's portfolio as at 31 December 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     October 2026

 

 Awesome      Handysize bulker built 2015                            January 2022    July 2026
 Charming     Handysize bulker built 2015                            June 2022       September 2026
 Cocoa        Handysize product tanker                               October 2020    March 2026

              built 2008
 Courteous    MR product tanker built 2016                           December 2022   September 2027
 Daffodil     Handysize product tanker                               October 2020    March 2026

              built 2008
 Exceptional  MR product tanker built 2015                           April 2022      September 2027
 Golding      25,600 DWT stainless steel chemical tanker built 2008  April 2021       November 2027
 Idaho        Ultramax bulker built 2011                             July 2021       August 2026
 Laurel       Handysize bulker built 2011                            July 2021       August 2026
 Marvelous    MR product tanker built 2014                           July 2022       October 2026
 Masterful    Handysize bulker built 2015                            April 2022      September 2026
 Mayflower    Handysize bulker built 2011                            June 2021       January 2027
 Mindful      MR product tanker built 2016                           December 2022   December 2026
 Octane       MR product tanker built 2010                           December 2018   July 2026
 Orson        20,000 DWT stainless steel chemical tanker built 2007  July 2021       November 2027

 Rocky IV     Handysize bulker built 2013                            September 2021  August 2026
 Sierra       MR product tanker built 2010                           December 2018   October 2026

+ SPV that owns the vessel.

** Based on our assessment of the prevailing market conditions at 31 December
2025.

 

The market for second-hand ships is very liquid with ~US$40 billion worth of
annual transactions over the last 4 years.

 

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 as well as other market data to
estimate charter-free values. The Company's NAV is supported by recent market
transactions. During the FP, Neon was disposed at a 2.6% premium to its
holding NAV as of 30 June 2025. Divestments to date have been in aggregate
c.6% above NAV.

 

As at 31 December 2025, the Company owned eight product tankers as follows
(sort by employment):

 

 SPV                                Type                                                                  Employment                                              Comments
 Octane and Sierra                  MR Product tankers                                                    Time chartered ("TC") to an investment grade oil major  In November 2025, Sierra commenced a new time charter for 11-14 months at a
                                                                                                                                                                  significantly higher rate vs. previous charter.
 Cocoa, Daffodil                    Handysize product tankers (Cocoa & Daffodil), MR product tankers      TC to a major commodity trading and logistics company   Shortly after the end of the financial period, Cocoa's charter was extended

                                                                                                                                                                for up to three months at a much higher rate vs. previously. Commencing from
 Marvelous, Mindful and Courteous                                                                                                                                 March 2026, Cocoa's and Daffodil's charters were extended by 12 months at much
                                                                                                                                                                  higher rates vs. previously. In October 2025, Marvelous's time charter was
                                                                                                                                                                  extended by 10-12 months at a much higher rate vs. previously. The charterer
                                                                                                                                                                  of Mindful and Courteous exercised their first optional years commencing from
                                                                                                                                                                  December 2025 at much higher rates vs. previous charters.
 Exceptional                                                                                              TC to a leading tanker shipping company                 -

                                    MR Product tanker
 Orson and Golding                                                                                        TC to a leading chemical tanker operator                -

                                    20,000 DWT and 25,600 DWT stainless steel chemical tankers

 

As of 31 December 2025, the Average Charter Length of the product tankers and
the chemical tankers was 0.9 years and 1.9 years respectively (31 December
2024:1.2 years and 2.9 years respectively).

 

As of 31 December 2025, the Company owned nine bulkers, as follows (sorted by
employment):

 

 Bulkers                          Type                               Employment                                                    Comments
 Mayflower, Anvil and Auspicious  Handysize Bulkers                  TC to a leading owner and operator of bulkers                 In December 2025, Mayflower's index-linked charter was extended by 9-11 months
                                                                                                                                   commencing from February 2026. After the end of the financial period, Anvil's
                                                                                                                                   index-linked charter was extended by 9-11 months commencing from March 2026
                                                                                                                                   and both at same indexations vs. previous charter. In November 2025,
                                                                                                                                   Auspicious' index-linked charter was extended by 9-11 months at a slightly
                                                                                                                                   higher indexation vs. previous charter.
 Laurel,                          Handysize Bulker, Ultramax Bulker  TC to an operator of bulkers                                  Laurel's time charter was extended by 9-11 months from September 2025 at a

                                                                                                                                 slightly higher rate vs. previous charter. After the end of its time charter
 Idaho                                                                                                                             to a leading owner and operator of bulkers in December 2025, Idaho commenced a
                                                                                                                                   new time charter for 8-10 months at a higher rate vs. previous charter.
 Charming, Masterful and Awesome  Handysize Bulkers                  TC to a leading merchant and processor of agricultural goods  In December 2025, Charming's and Masterful's time charters were extended by
                                                                                                                                   9-11 months at higher rates vs. previously. Commencing from August 2025,
                                                                                                                                   Awesome's index-linked charter was extended by 9-11 months at a slightly lower
                                                                                                                                   indexation vs. previous charter.
 Rocky IV                         Handysize Bulker                   TC to an owner and operator of bulkers                        In November 2025, Rocky IV's time charter was extended by 9-11 months at a
                                                                                                                                   higher rate vs. previous charter.

 

On 31 December 2025, the Average Charter Length on the Company's bulkers was
0.7 years (30 June 2025: 0.3 years). Four of the Company's bulkers are
employed on index-linked charters considering the ongoing market improvement.
Please see the Shipping Market section of this Report.

 

The Company's fleet across all segments performed well. In addition,
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 second-hand 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 FP at US$29,856/day, c.18% higher than at the beginning of
the FP. 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 FP (3.9 years on 31 December 2024). While shipyard capacity
remains significantly lower compared to a decade ago, some capacity expansions
are currently underway.

 

The FP was marked by heightened geopolitical changes as the US sought to
renegotiate established trade and tariff regimes. New vessel orders fell ~24%
YoY in 2025 as the geopolitical uncertainty delayed investment decisions. The
Clarksons Research Newbuild ("NB") price Index fell 1.3% during the FP but
remains c.47% higher than the end of 2020.

During the FP, transits through the Suez Canal faced continued disruption due
to the threat of Houthi rebel attacks on vessels in the Red Sea. Some
containership operators have announced their intention to resume normal Suez
transit, but the pace of normalisation is expected to be slow with ongoing
geopolitical tension in the Middle East.

 

On 28 February 2026, the US and Israel commenced aerial military operations in
Iran. The Iranian retaliation was broad in scope, targeting US military bases
and installations, energy infrastructure, and ports across the Middle East.
The conflict has effectively halted vessel transits through the Strait of
Hormuz - a critical artery for global energy shipping through which
approximately 20% of the world's oil and gas passes. This has already resulted
in higher oil and gas prices globally and pushed up tanker shipping rates
considerably.

A significant proportion (estimated ~4%) of the global shipping fleet is
currently either within the Middle East Gulf or awaiting entry through the
Strait of Hormuz. These 'idled' vessels are contributing materially to
tightness in international shipping markets, providing a meaningful short- to
medium-term benefit from the rerouting of traditional trade flows. While the
duration and ultimate extent of the conflict remain uncertain, the region's
centrality to global oil and gas supply could have a material impact on the
broader market, with knock-on effects across shipping sectors such as through
increased tonne-miles, slower vessel speeds, and the kind of market
inefficiencies that have historically benefited shipping.

 

Bulge in global fleet age profile supports case for fleet renewal

We have analysed vessel deliveries since 2001 for each target segment over a
rolling 5-year period. Based on a typical fleet age profile and 25-year vessel
life, deliveries over a 5-year window would be expected to amount to ~20% of
the fleet, excluding the impact from fleet growth which should decrease the
number to < 20% when weighted as % of fleet from the latest period. In each
of our segments, deliveries significantly exceeded this level over 5-year
windows between 2005 and 2013. Weighted by tonnage, ~33% of the fleet in
aggregate was delivered during a rolling 5-year window across our main
segments between 2008 and 2013, representing an ageing cohort of vessels.
While the impact to each segment will gradually phase in at slightly different
times, these historical deliveries are expected to create supply-side impacts
over the coming decade through scrapping, speed reduction, and yard capacity
constraints for docking. These dynamic supports substantial upside potential
for vessel values and market rates.

 

Product 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 level of deliveries in 2026. Despite the
increased delivery cadence, growth in available vessel capacity is likely to
be muted due to the growing number of sanctioned vessels. The count of
sanctioned tankers at the end of 2025 was more than 930 vessels or ~16% of
tanker fleet capacity. This includes all Russian / Iranian / Venezuelan
sanction programmes issued by the US, UK, EU and UN. The average age of these
tankers is over 21 years, versus 14 years for the global tanker fleet.

 

The sanctioned vessels tend to be older and therefore with higher maintenance
capex requirements. Sanctioned vessels are also unlikely to be scrapped as
lack of insurance, KYC and foreign exchange restrictions limit sale to
established recycling yards. Eventually, when sanctions are lifted, shipowners
may find accelerated scrapping 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.

 

In early 2026 the US started enforcing sanctions more vigorously, arresting
five tankers. The growing sanctions regime and enforcement forces legitimate
trade to a smaller group of commercial trading vessels which is supportive of
asset values and rates. US military action in Venezuela and subsequent
negotiations appear to be forcing more Venezuelan oil trade away from
sanctioned vessels into the mainstream commercial vessels with cargoes bound
for the US, Europe as well as long-haul destinations in Asia.

 

Since the outbreak of hostilities in the Middle East, > 300 tankers
(including ~200 product tankers) are currently positioned within the Persian
Gulf, with a further 200 tankers (of which ~160 are product tankers) waiting
outside the Strait of Hormuz. This accumulation has compounded the effect of
recently tightened Russia-related sanctions, driving crude tanker spot rates
to all-time highs and lifting associated asset values. The impact is already
beginning to feed through to product tanker rates and values, though the full
extent of the effect on longer-term rates remains contingent on how the
conflict develops.

 

Chemical Tankers

 

The Company's two chemical tankers, Orson and Golding, are currently employed
on fixed time charters to a leading operator of chemical tankers, yielding
c.20% until late 2026 with an optional year on the charter with floor/ceiling
rate structure. The strong chemical tanker market since late 2022 has
incentivised NB orders. The orderbook for stainless steel chemical tankers
(10k-25k dwt) at the end of the FP was ~16% of fleet with significant
deliveries scheduled in 2026. The high level of expected deliveries in 2026
partly results from ongoing shipyard delivery delays. For example, actual
deliveries in 2025 were ~56% of scheduled deliveries at the beginning of year.
Slippage may continue to push deliveries out to 2027/28. We expect a balanced
chemical tanker market in the near term as demand growth improves and is met
by the NB deliveries which would represent a positive factor for chemical
tanker values and outlook.

 

The tanker tonnage idling in and around the Persian Gulf due to the outbreak
of hostilities is generally positive for the chemical tanker market to the
extent it limits swing tonnage switching to chemicals service.

 

Bulkers

 

The bulker market strengthened during the FP. We believe the segment offers
investment opportunities with an attractive risk-reward profile.

The orderbook for Handysize bulkers at the end of the FP was 9% of fleet (vs.
11% as of 31 December 2024). The significant increase in new orders seen in
other segments such as gas shipping and containerships has not been as
apparent in the bulker segment which is perceived to be a lower margin
business for established shipyards. Orders for new bulkers fell ~31% YoY in
2025 (vs. 24% for shipping overall). This limits the pace of NB deliveries in
coming years.

On the other hand, effective capacity growth continues to be constrained by
several factors including longer voyages, port wait times / port congestion,
and speed reduction to comply with environmental regulations.

MSI and Tufton research suggests bulker fleet efficiency shows a structural
decline with 1 DWT of vessel capacity moving ~40% less cargo p.a. compared to
2 decades ago, likely due to a mixture of the factors mentioned earlier.

Finally, the IM notes that of our target segments, small bulkers have the most
extreme age bulge with ~36% of the fleet delivered between 2009 and 2013 (vs.
20% expected from regular deliveries over a 25-year life). Please see chart on
page 11. This means a large proportion of the current fleet will enter the
>15y old cohort in coming years. Such vessels typically are less fuel
efficient and tend to have lower operating flexibility - e.g. may need to
limit operating speed to meet environmental regulations.

The evolving Middle East conflict is expected to be less impactful in the
short-term for bulkers than it is for tankers. Nonetheless, in the short-term,
the ~2% of the global bulker fleet within the Middle East Gulf or waiting
outside of the Strait of Hormuz is likely to result in a similar supply
tightening. Higher oil prices are also likely to result in slower vessel
speeds, resulting in a further tightening of vessel supply. From a demand
perspective, a potential negative impact is for fertilizer exports from
several Middle East countries such as Saudi Arabia and Oman, representing over
25% of global fertilizer supply. However, this is less than 1% of total dry
bulk volumes and is likely to be offset by the increased tonne-miles to fill
that shortage from other exporting regions. A greater positive impact on
demand may be seen if the conflict is sustained for a long period, where high
oil and gas prices may result in increased imports of coal, especially in
China, despite China's previous projections of reducing imports in 2026.

Commercially trading vessels are required to perform regular special surveys /
dockings which require off-hire periods. Special surveys are scheduled based
on vessel age. The IM expects a higher level of dockings for the global bulker
fleet between 2025 and 2027. Our analysis of historic deliveries suggests a
~0.5% reduction in bulker fleet operating days between 2025 and 2027 compared
to 2023 - 2024 levels due to off-hire for scheduled dockings. On the other
hand, demand growth has been very supportive. Demand for minor bulk trade grew
at ~4% CAGR over the last five years outpacing the overall demand growth for
bulkers at ~3% CAGR over the same period. The lower growth in the latter is
mainly the result of slightly lower demand growth for iron ore trade which was
impacted by the slowdown in the Chinese property market.

Minor bulk trade encompasses a very large and diverse group of commodities
such as fertilisers, sugar, minerals ores including bauxite and alumina as
well as steel and timber products. Minor bulk trade growth is therefore
correlated with overall GDP growth but also closely related to fast developing
emerging markets and smaller ports. Handysize bulkers tend to have high
exposure to minor bulk cargoes.

 

The IM is optimistic about bulker demand growth in coming years as minor bulk
demand growth continues at least at its trend rate. Additionally, the IM has
noted several positive catalysts for overall bulker demand growth as iron ore
(tonne-mile) trade demand improves. Iron ore exports from the Simandou mine in
Guinea to China are expected to ramp up over the next 5 years with production,
displacing lower quality indigenous Chinese iron ore and shorter haul exports
from Australia.

The growth in Guinea iron ore exports should follow a similar success story to
bauxite exports from Guinea which grew at 25% CAGR over the past decade from
zero to ~150m tonnes. Macroeconomic forecasts also envision a lower drag on
Chinese GDP growth from the property market in coming years as oversupply in
the sector gradually diminishes and the government maintains active fiscal and
monetary policies to boost spending and employment. In January 2026, the IMF
revised its 2026 Chinese GDP growth upward by 0.3 percentage points to 4.5
percent, reflecting lower US effective tariff rates on Chinese goods and
expected stimulus measures.

Environmental, Social and Governance Report

The IM 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 (the IM) 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
Tufton's website. In the 2025 UN PRI signatory assessment, the IM achieved
scores higher than its peer group in all three assessment categories. Please
see the UN PRI scoring methodology for details here.

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). ESG highlights of 2025 include:

·     Total emissions from the Company's vessels decreased by 14% YoY in
2025. The Company's operating emissions intensity, as measured by the Energy
Efficiency Operating Index ("EEOI") increased slightly by c.1% YoY in 2025
primarily because of lower cargo carriage utilisation, which is beyond the
Company's control. The Company's operating emissions intensity, as measured by
the Carbon Intensity Indicator ("CII") improved by c.3% YoY in 2025

·     The Company's EEOI has decreased by ~46% from 2021 to 2025 mainly
due to capital allocation and Energy Saving Device ("ESD") retrofits

·     ESDs retrofits were completed on nine vessels, of which two were
subsequently 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. During the FP, revenues from
thermal coal carriage corresponded to 0.4% (2H24: zero) of SHIP consolidated
revenue, and over the calendar year 2025, 1% (2024: 1%).

Principal Risks and Uncertainties

 

Directors consider that the principal risks and uncertainties have not
significantly changed since the publication of the Annual Report for the year
ended 30 June 2025. The risks and associated risk management processes,
including financial risks, can be found in the Annual Report for the financial
year ending 30 June 2025 at http://www.tuftonassets.com/financial-statements/.

The risks referred to and which could have a material impact on the Company's
performance for the remainder of the current financial year relate to:

 

·  Regulatory and legislative compliance

·  Service quality of the Investment Manager and other Service Providers

·  Shipping and financial markets

·  Liquidity

·  Damage to the Company's assets

·  Cost overruns

·  Commercial risks around charter payments

·  Safety, health and environment

·  Geopolitics

Interim Report of the Directors

 

The Directors present their Interim Report and the Condensed Interim Financial
Statements of the Company for the six-month period ended 31 December 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 Fund 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

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 IM'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, LS Assets Limited ("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 Guernsey Companies Law 2008, the
Company intends to pay dividends on a quarterly basis. 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.

Results and dividends

The Company's performance during the period is discussed in the Chair's
Statement on pages 2 - 3. The results for the period are set out in the
Condensed Statement of Comprehensive Income on page 20.

Related Parties

Details of related party transactions that have taken place during the period
and of any material changes are set out in Note 13 of the Condensed Interim
Financial Statements.

Directors

The Directors of the Company who served during the period and to date are set
out on page 4.

Directors' interests

The Directors held the following interests in the share capital of the Company
either directly or beneficially:

                31 December 2025  30 June 2025
                Shares            Shares
 R King         65,000            60,000
 S Le Page      46,504            46,504
 P Barnes       18,651            18,651
 C Rødsæther    37,906            37,906
 T Le Noury     10,000            10,000

 

The annual Directors fees agreed are as disclosed below:

                Payable from       Payable from

                 1 January to      1 January to

                31 December 2026   31 December 2025
                £                  £
 R King         47,000             47,000
 S Le Page      40,500             40,500
 P Barnes       42,000             42,000
 C Rødsæther    40,500             40,500
 T Le Noury     44,500             44,500

 

The Directors fees for the accounting periods are as disclosed below:

                Payable from      Paid from             Paid from

                1 January 2026    1 July 2025           1 July 2024

                to 30 June 2026   to 31 December 2025   to 30 June 2025
 Director       £                 £                     £
 R King         23,500            23,500                46,000
 S Le Page      20,250            20,250                41,500
 P Barnes       21,000            21,000                41,000
 C Rødsæther    20,250            20,250                39,500
 T Le Noury     22,250            22,250                41,500

 

Other Interests

 

Tufton Group related stakeholders including current & former shareholders,
employees, and non-executive directors directly or beneficially held ~3.2% of
the issued share capital as of 31 December 2025 (30 June 2025: ~3.3%). Refer
to Note 13 for details on ordinary shares held and Note 5 for rights and
obligations of the Company's shares.

 

Share Buybacks 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 did not purchase any of its own Shares during the current period.
Refer to Note 5 for more details. There were 20,896,000 Shares held in
Treasury and 267,406,330 Shares outstanding as at the end of the financial
period. The Company had 267,406,330 Shares outstanding as at the date of
approval of these accounts.

Going Concern

In assessing the going concern basis of accounting the Directors have,
together with discussions and analysis provided by the IM, 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.

 

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.

 

Responsibility Statement

For the period from 1 July 2025 to 31 December 2025

 

The Directors are responsible for preparing the Interim Report and Condensed
Interim Financial Statements, which have not been audited or reviewed by an
independent auditor, and confirm that to the best of their knowledge:

·     the Condensed Interim Financial Statements have been prepared in
accordance with International Accounting Standard (IAS) 34, Interim Financial
Reporting;

·     the Interim Report includes a fair review of the information
required by:

·     DTR 4.2.7R of the Disclosure and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year and their impact on the Condensed Interim Financial
Statements; and a description of the principal risks and uncertainties for the
remaining six months of the year; and

·     DTR 4.2.8R of the Disclosure and Transparency Rules, being related
party transactions that have taken place in the first six months of the
current financial year and that have materially affected the financial
position or performance of the entity during that period; and any changes in
the related party transactions described in the last annual report that could
do so.

Approved by the Board of Directors on 17 March 2026 and signed on behalf of
the Board by:

…………………………
…………………………

Rob
King
Trina Le Noury

Non-executive Chairman                      Director

 

Condensed Statement of Comprehensive Income

 

For the 6-month period ended 31 December 2025

 

                                                                                Notes  31 December 2025    31 December 2024

                                                                                       US$                 US$
 Income                                                                                (Unaudited)         (Unaudited)

 Net changes in fair value of financial assets at fair value through profit or  4      35,135,620          27,462,178
 loss

 Total net income                                                                      35,135,620          27,462,178

 Expenditure

 Administration fees                                                                   (81,576)            (84,899)
 Audit fees                                                                            (120,947)           (99,619)
 Corporate Broker fees                                                                 (75,000)            (75,000)
 Depositary fees                                                                       (45,496)            (27,749)
 Directors' fees                                                                15     (143,034)           (132,087)
 Directors' expenses                                                                   (2,728)             (8,452)
 Foreign exchange loss                                                                 (1,172)             (6,217)
 Insurance fee                                                                         (17,093)            (18,138)
 Investment management fee                                                      11     (1,517,483)         (1,766,844)
 Legal fees                                                                            -                   (8,105)
 Professional fees                                                                     (59,702)            (97,212)
 Sundry expenses                                                                       (29,934)            (27,057)

 Total expenses                                                                        (2,094,165)         (2,351,379)

 Operating profit                                                                      33,041,455          25,110,799

 Finance income                                                                        4,132               124,184

 Profit and comprehensive income for the period                                        33,045,587          25,234,983

 IFRS Earnings per ordinary share (cents)                                       6      12.36               9.16

There were no potentially dilutive instruments in issue at 31 December 2025 or
31 December 2024.

 

All activities are derived from continuing operations.

 

There is no other comprehensive income or expense apart from those disclosed
above and consequently a Statement of Other Comprehensive Income has not been
prepared.

 

The accompanying notes are an integral part of these Condensed Interim
Financial Statements.

 

Condensed Statement of Financial Position

At 31 December 2025

 

                                                     Notes  31 December 2025    30 June

                                                            US$                 2025

                                                                                US$
 Non-current assets                                         (Unaudited)         (Audited)

 Financial assets designated at fair value           4      380,816,859         345,681,239

 through profit or loss

 Total non-current assets                                   380,816,859         345,681,239

 Current assets

 Trade and other receivables                                38,859              7,187,164
 Cash and cash equivalents                                  182,226             175,812

 Total current assets                                       221,085             7,362,976

 Total assets                                               381,037,944         353,044,215

 Current liabilities

 Trade and other payables                                   9,357,215           1,038,915

 Total current liabilities                                  9,357,215           1,038,915

 Net assets                                                 371,680,729         352,005,300

 Equity
 Ordinary share capital                              5      256,118,295         256,118,136
 Retained reserves                                   5      115,562,434         95,887,164

 Total equity attributable to ordinary shareholders         371,680,729         352,005,300

 Net assets per ordinary share (cents)               8      138.99              131.64

 

The accompanying notes are an integral part of these Condensed Interim
Financial Statements.

 

The Condensed Interim Financial Statements were approved and authorised for
issue by the Board of Directors on 17 March 2026 and signed on its behalf by:

 

 

_______________________________
_____________________________

Rob
King
Trina Le Noury

Non-executive
Chairman
Director

 

 

Condensed Statement of Changes in Equity

For the 6-month period ended 31 December 2025

 

                                                 Notes    Ordinary share capital US$    Retained earnings    Total

                                                                                        US$                  US$
 For the six months ended

 31 December 2025 (Unaudited)
                                                          256,118,136                   95,887,164           352,005,300

 Shareholders' equity at 1 July 2025

 Profit and comprehensive income for the period           -                             33,045,587           33,045,587
 Share buybacks                                  5        159                           -                    159
 Dividends paid                                  7        -                             (13,370,317)         (13,370,317)

 Shareholders' equity at 31 December 2025                 256,118,295                   115,562,434          371,680,729

 

 

                                                 Notes    Ordinary share capital US$    Retained earnings    Total

                                                                                        US$                  US$
 For the six months ended

 31 December 2024 (Unaudited)
                                                          291,640,823                   159,414,849          451,055,672

 Shareholders' equity at 1 July 2024

 Profit and comprehensive income for the period           -                             25,234,983           25,234,983
 Share buybacks                                           (1,803,606)                   -                    (1,803,606)
 Compulsory redemption                                    (31,559,339)                  -                    (31,559,339)
 Dividends paid                                  7        -                             (14,045,972)         (14,045,972)

 Shareholders' equity at 31 December 2024                 258,277,878                   170,603,860          428,881,738

 

The accompanying notes are an integral part of these Condensed Interim
Financial Statements.

 

Condensed Statement of Cash Flows

For the 6-month period ended 31 December 2025

 

                                                                                 Notes  31 December 2025    31 December 2024

                                                                                        US$                 US$
                                                                                        (Unaudited)         (Unaudited)

 Cash flows from operating activities

 Total comprehensive income for the period                                              33,045,587          25,234,983

 Adjustments for:
 Changes in fair value on investments held at fair value through profit or loss  4      (35,135,620)        (27,462,178)
 Foreign exchange loss                                                                  1,172               6,217

 Operating cash flows before movements                                                  (2,088,861)         (2,220,978)

 Return of investment capital                                                    4      -                   33,326,540
 Movement in trade and other receivables                                                7,148,305           7,207,577
 Movement in trade and other payables                                                   8,318,300           9,204,501

 Net cash generated from operating activities                                           13,377,744          47,517,640

 Cash flows from financing activities

 Net amount paid for compulsory redemption                                       5      -                   (31,559,339)
 Amounts paid for share buybacks                                                 5      159                 (1,803,606)
 Dividends paid                                                                  7      (13,370,317)        (14,045,972)

 Net cash utilised in financing activities                                              (13,370,158)        (47,408,917)

 Net movement in cash and cash equivalents during the period                            7,586               108,723

 Cash and cash equivalents at the beginning of the period                               175,812             56,007
 Foreign exchange (loss) / gain                                                         (1,172)             (6,217)

 Cash and cash equivalents at the end of the period                                     182,226             158,513

 

The accompanying notes are an integral part of these Condensed Interim
Financial Statements.

 

Notes to the Condensed Interim Financial Statements

For the 6-month period ended 31 December 2025

 

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 267,406,330 ordinary
shares in issue on 1 July 2025, all of Which were listed on the Specialist
Funds Segment of the Main Market of the London Stock Exchange.

During the period, the Company did not buy back any ordinary shares. Further
details are noted in Note 5.

The total number of Company's shares in issue, excluding Treasury Shares, was
267,406,330 at the end of the financial period (31 December 2025:
267,406,330).

2.      Significant accounting policies

(a) Basis of preparation

The Condensed Interim Financial Statements have been prepared on a going
concern basis in accordance with IAS 34 Interim Financial Reporting, and
applicable Guernsey law. These Condensed Interim Financial Statements do not
comprise statutory Financial Statements within the meaning of the Companies
(Guernsey) Law, 2008, and should be read in conjunction with the Financial
Statements of the Company as of and for the year ended 30 June 2024, which
were prepared in accordance with International Financial Reporting Standards.
The statutory Financial Statements for the year ended 30 June 2024 were
approved by the Board of Directors on 25 September 2024. The opinion of the
auditors on those Financial Statements was not qualified. The accounting
policies adopted in these Condensed Interim Financial Statements are
consistent with those of the previous financial year and the corresponding
interim reporting period can be found in the Annual Report for the financial
year ending 30 June 2024, http://www.tuftonassets.com/financial-statements/,
except for the adoption of new and amended standards as set out below.

 

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.

Historical cost convention

The financial statements have been prepared on a historical cost basis
modified by the revaluation of investments 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 services; and

·     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 of 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 31 December
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 IFRS18, as detailed
below.

(c) Standards, amendments and interpretations effective during the year

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.

 

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 period. The nature of the estimation means
that actual outcomes could differ from those estimates. 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.

 

The significant judgements, estimates and assumptions which have the greatest
effect on the recognition and measurement of assets, liabilities, income and
expenses are the same as those that applied to the Annual Report and Financial
Statements for the year ended 30 June 2025.

 

Critical judgements in applying the Company's accounting policies - IFRS 10:
Consolidated Financial Statements

 

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 Financial Year.

 

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, both 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 calculation of the charter-free and charter values of the
vessels is described in Note 2(j), Significant Accounting Policies, of the
statutory Financial Statements.

 

At 31 December 2025 the charter-free valuations of two vessels (30 June 2025:
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) of the statutory Financial
Statements there are specific capital adjustments considered as part of the
valuation process for standard vessels, mainly the adjustments for Ballast
Water Treatment Systems ("BWTSs") and scrubbers installed. BWTSs installed by
the Company's SPVs were an enhancement to the charter-free value.

 

BWTS were initially recognised at cost and straight-line depreciated from the
commissioning date to 8 September 2024, being the date by which the IMO
mandated 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.

 

There were no other material areas of estimation for the Company.

 

4.    Financial assets designated at fair value through profit or loss
(Investment)

                                                                                30 June

                                                         31 December 2025       2025

                                                         US$                    US$
 LSA                                                     (Unaudited)            (Audited)

 Brought forward cost of investment                      245,456,769            280,963,309
 Total investment disposed of in the period / year       -                      (35,506,540)

 Carried forward cost of investment                      245,456,769            245,456,769

 Brought forward unrealised gains on fair value          100,224,470            164,014,074
 Movement in unrealised gains / (loses) on fair value    35,135,620             (63,789,604)
 Carried forward unrealised gains on fair value          135,360,090            100,224,470
 Total investment at fair value                          380,816,859            345,681,239

 

The Company owns the investment portfolio through its investment in LSA, which
comprises the NAV of the 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 above relates to the Company's Level 3 assets
only, with respect to the requirements set out in IFRS 7. 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) are as detailed above.

 

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 LS Assets Limited is incorporated in Guernsey. The country of
incorporation is also their principal place of business.

 

       Breakdown of Fair Value:

 Name                             31 December 2025  30 June      Direct or indirect holding  Principal activity     Ownership at 31 December  Ownership at 30 June

US$
2025

US$                                                            2025                      2025

 LS Assets Limited                -                 -            Direct                      Holding company        100%                      100%
 Anvil Limited                    15,220,720        13,234,419   Indirect                    SPV                    100%                      100%
 Auspicious Limited               16,991,587        16,153,012   Indirect                    SPV                    100%                      100%
 Awesome Limited                  17,498,262        15,932,917   Indirect                    SPV                    100%                      100%
 Charming Limited                 17,176,652        15,817,408   Indirect                    SPV                    100%                      100%
 Cocoa Limited(4)                  -                 -           Indirect                    SPV                    100%                      100%
 Courteous Limited(4)              -                 -           Indirect                    SPV                    100%                      100%
 Dachshund(1,2) Limited            -                 -           Indirect                    SPV                    100%                      100%
 Daffodil Limited(4)               -                 -           Indirect                    SPV                    100%                      100%
 Exceptional Limited(4)           -                 -            Indirect                    SPV                    100%                      100%
 Golding Limited                  17,142,172        17,407,181   Indirect                    SPV                    100%                      100%
 Handy HoldCo Limited             -                 1,096,858    Indirect                    SPV (Holding Company)  100%                      100%
 Idaho Limited                    17,358,356        15,234,233   Indirect                    SPV                    100%                      100%
 Laurel Limited                   12,875,998        10,863,171   Indirect                    SPV                    100%                      100%
 Marvelous Limited(4)             -                 -            Indirect                    SPV                    100%                      100%
 Masterful Limited                16,961,180        15,334,488   Indirect                    SPV                    100%                      100%
 Mayflower Limited                13,319,819        11,265,283   Indirect                    SPV                    100%                      100%
 Mindful Limited(4)               -                 -            Indirect                    SPV                    100%                      -
 Neon Limited(8)                  -                 25,839,426   Indirect                    SPV                    100%                      100%
 Octane Limited                   18,904,601        17,673,031   Indirect                    SPV                    100%                      100%
 Orson Limited                    13,537,837        14,472,898   Indirect                    SPV                    100%                      100%
 Pollock Limited(1,2)              -                 -           Indirect                    SPV                    100%                      100%
 Product HoldCo Limited           60,052,490        43,026,853   Indirect                    SPV (Holding Company)  100%                      -
 Rocky IV Limited                 15,375,347        13,356,354   Indirect                    SPV                    100%                      100%
 Sierra Limited                   19,211,398        18,395,864   Indirect                    SPV                    100%                      100%
 Impressive Limited               40,416            14,879       Indirect                    SPV                    100%                      -
 Cash and cash equivalents(3)     36,488,076        16,631,913
 Residual net assets(3)           72,661,948        63,931,051
 Total investment at fair value*  380,816,859       345,681,239

 

(*) Vessels are valued at fair value in each of the SPVs shown in the table
above and combined with the residual net liabilities 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 liabilities 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.

(8) SPV sold.

 

 

 

The movement in the fair value of the investment is recorded in the Condensed
Statement of Comprehensive Income.

 

5.    Ordinary share Capital

 

        Share capital

 

 Share issuance      Number of shares  Gross amount (US$)  Issue costs (US$)  Share capital (US$)
 As at 30 June 2025  267,406,330       262,274,392         (6,156,256)        256,118,136
 Cost adjustment     -                 -                   159                159
 Total in issue at   269,256,330       262,274,392         (6,156,097)        256,118,295

31 December 2025

 

During the FP, issue costs of US$159 were refunded to the Company's account.

 

 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.

 

At the end of the period, there were 20,896,000 shares (30 June 2025:
20,896,000 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.

 

6.    Earnings / (Loss) per share

 

                                                31 December 2025    31 December 2024

                                                US$                 US$
                                                (Unaudited)         (Unaudited)
 Total comprehensive income for the period      33,045,587          25,234,983

 Weighted average number of ordinary shares     267,406,330         275,640,458

 Earnings per ordinary share (cents)            12.36               9.16
 Diluted Earnings per ordinary share (cents)    12.36               9.16

 

There were no potentially dilutive instruments in issue at 31 December 2025 or
31 December 2024.

 

7.    Dividends

 

The company paid the following dividends during the period:

 

 Quarter end        Dividend per share  Ex div date      Net Dividend paid  Record date      Paid date
 Dividends declared for the period ended 31 December 2025:
 30 June            US$0.025            24 July          US$6,685,158       25 July          8 August 2025

 2025                                   2025                                2025
 30 September 2025  US$0.025            23 October 2025  US$6,685,159       24 October 2025  7 November 2025
 Dividends declared for the period ended 31 December 2024:
 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            26 October 2024  US$6,768,908       27 October 2024  5 November 2024

 

 

In addition, the company declared the following dividend in relation to the
profit for the period ended 31 December 2025:

 

 Quarter end  Dividend per share  Ex div date  Net Dividend paid  Record date  Paid date
 31 December  US$0.025            29 January   US$6,685,158       30 January   18 February 2026

 2025                             2026                            2026

 

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 considers whether a company can 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.

 

8.    Net assets per ordinary share

                                          31 December 2025    30 June 2025

                                          US$                 US$
                                          (Unaudited)         (Audited)

 Shareholders' equity                     371,680,729         352,005,300

 Number of ordinary shares                267,406,330         267,406,330

 Net assets per ordinary share (cents)    138.99              131.64

 

9.    Financial risk management

 

The Company's activities expose it to a variety of financial risks; market
risk (including price risk, currency risk and interest rate risk), credit risk
and liquidity risk.

 

The Condensed Interim Financial Statements do not include all financial risk
management information and disclosures required in the Annual Financial
Statements; they should be read in conjunction with the Company's Audited
Financial Statements as at 30 June 2025.

 

There have been no significant changes in the management of risk or in any
risk management policies since the last Statement of Financial Position date.

 

10.  Financial assets and liabilities not measured at fair value

Cash and cash equivalents and trade and other receivables are liquid assets
whose carrying value represents fair value. The fair value of other current
assets and liabilities would not be significantly different from the values
presented at amortised cost.

 

11.   Investment Management fee

The IM is entitled to receive an annual fee, calculated on a sliding scale, as
follows:

 

0.85% per annum of the quarter end Adjusted Net Asset Value up to US$250
million;

0.75% per annum of the quarter end Adjusted Net Asset Value more than US$250
million but not exceeding US$500 million; and

0.65% per annum of the quarter end Adjusted Net Asset Value more than US$500
million.

 

For the period ended 31 December 2025 the Company incurred US$1,517,483 (2H24:
US$1,766,844) in management fees of which US$766,861 (2H24: US$875,282) was
outstanding at the period end.

 

Effective 1 January 2026 there will be no fees chargeable on uninvested
realised cash held at LSA level.  Uninvested realised cash will consist of
sale proceeds which is not earmarked for reinvestment within 90 days of
realisation (above a de minimis level of US$10 million).

 

12.  Performance fee

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.

Whilst the total return performance of the Company remains above the hurdle
rate, the calculation methodology does not currently allow for any accrual to
be made.

A performance fee of US$ nil (2024: US$ nil) was accrued at period end.

13.  Related parties

The IM, 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 IM are disclosed in Note 11.

 

Tufton ODF Partners LP is a related party due to being the beneficiary of any
performance fee paid by the Company. All performance fee transactions are
disclosed in Note 12.

 

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 of the Company and their shareholdings are stated in the Interim
Report of the Directors on page 17.

 

       Other interest

       Tufton Group related stakeholders including current and former
shareholders, employees, and non-executive directors directly or beneficially
held ~3.2% of the issued share capital as at 31 December 2025 (30 June 2025:
~3.3%).

14.  Controlling party

In the opinion of the Directors, based on shareholdings advised to them, the
Company has no immediate or ultimate controlling party.

15.  Directors' fees

The remuneration of the Directors was US$143,034 (2024: US$132,087) for the
period which consisted solely of short-term employment benefits (refer to the
Interim Report of the Directors on page 18). At 31 December 2025, Directors'
fees of US$ nil (2024: US$ nil) were outstanding.

The Directors fees for the first six months of the accounting periods are as
disclosed below:

                    31 December  31 December

                     2025         2024
 Director           £            £
 R King             23,500       22,500
 S Le Page          20,250       21,250
 P Barnes           21,000       20,000
 C Rødsaether       20,250       19,250
 T Le Noury         22,250       19,250

 

16.  Events after the reporting period

On 29 January 2026, the Company declared a dividend of US$0.025 per ordinary
share for the quarter ending 31 December 2025. The dividend was paid on 18
February 2026 to holders of ordinary shares recorded on the register as at
close of business on 30 January 2026 with an ex-dividend date of 29 January
2026.

On 11 February 2026, the Company announced that it had agreed to acquire two
high-specification, eco-design Japanese-built Handysize Bulkers for US$33m
en-bloc.

There has not been any other matter or circumstance occurring after the end of
the financial period that has significantly affected, or may significantly
affect, the operations of the Company or the situation of the Company in the
current or future financial years.

Alternative Performance Measures ("APMs")

 

This Interim Report and Condensed Interim 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 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 the 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,
                                                           during the period, divided by the initial NAV per share at inception             considering 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 IM's preferred valuation metric for investment analysis. P/DRC tends to
                                                           transaction (investment or divestment) value or fair value at a certain date     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, considering both capital return and dividends paid to
                                                           (i) include the gross amount of any dividends and/or distributions paid to an    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) considering 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) considering the prevailing Net Asset Value of any C Shares in issue

 

Corporate Information

 

Directors

Robert King, Chairman

Stephen Le Page

Paul Barnes

Christine Rødsæther

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

1(st) Floor London

SW1Y 5ES

 

Asset Manager

Tufton Management Limited

3(rd) Floor, St George's Court

Upper Church Street

Douglas

Isle of Man IM1 1EE

 

Secretary and Administrator

Apex Fund & Corporate Services (Guernsey) Limited

1 Royal Plaza

Royal Avenue

St Peter Port

GY1 2HL

Guernsey

 

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
 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 IM'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
 Disclosure Guidance and Transparency Rules or DTRs      the Disclosure Guidance and Transparency Rules made by the Financial Conduct
                                                         Authority under Section 73A of FSMA.
 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,
                                                         environmental and governance 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.
 FP                                                      financial period
 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
 IMO                                                     International Maritime Organisation
 Investment Manager or IM                                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 invests
                                                         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 8th
                                                         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                                  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.

 

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