Evangelos Pistiolis plans to spin off one of Top Ships’ suezmax tankers into a new pure-play company with an eye on eventual listing on a major stock exchange.
The Nasdaq-listed owner said it has filed an Form 20-F registration statement with the US Securities & Exchange Commission (SEC) in connection with such a move.
Top Ships subsidiary Rubico Inc is set to become an independent publicly traded company through the planned spin-off.
Rubico’s initial asset will be the scrubber-fitted 157,700-dwt Eco Malibu (built 2021), which has been on a three-year charter with Clearlake Shipping at $33,950 per day since delivery.
Top Ships intends to distribute 100% of the common shares of Rubico to its securityholders and expects there to be no overlapping board members or management between Rubico and Top Ships.
The shipowner’s board of directors described the spin-off as a “strategic move”.
Top Ships said the move would yield a new investment opportunity focused on the suezmax sector while allowing each company to “follow its distinct business goals and operational priorities”.
“The creation of an opportunity for investors to make an independent investment decision between the two companies may unlock increased long-term value for the shareholders of both companies,” it said.
Top Ships believes that the common shares of Rubico as a stand-alone company should not trade at the same discount to net asset value that is currently seen in the market price of its own shares.
“One objective of the proposed spin-off is to allow Top Ships’ shareholders to gain additional value by spinning off part of the assets of Top Ships at a potentially higher market valuation, which in turn could result in an improvement in the market valuation of Top Ships,” the owner said.
Rubico’s common shares are expected to trade initially on the OTCQX, which is described as the highest quality tier of over-the-counter markets and offers trading in companies that are not listed on traditional exchanges.
Rubico would become an SEC-reporting company providing public disclosure beyond what is required by the OTCQX.
Top Ships added that as soon as practicable after the spin-off, which is expected to be completed by September 2023, Rubico intends to apply to uplist to a “major stock exchange”.
Top Ships owns five modern suezmaxes as part of a fleet that includes three MR tankers and two VLCCs.
