18th Mar 2026 07:00
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 ("Investment Manager" or "Tufton")
Andrew Hampson Nicolas Tirogalas | +44 (0) 20 7518 6700 |
Singer Capital Markets
James Maxwell, Alex Bond, Jalini Kalaravy (Corporate Finance) Alan Geeves, Sam Greatrex, William Gumpel (Sales) | +44 (0) 20 7496 3000 |
Hudnall Capital LLP
Andrew Cade | +44 (0) 20 7520 9085 |
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 [email protected].
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$29m). Towards the end of the financial period and in early 2025, product tanker time charter rates stabilised as several geopolitical wild cards emerged including an increase in scope of US sanctions. Please see the Shipping Market Review section for details. Though our product tankers are on fixed-rate charters, operating profit during 2H24 was lower YoY as three vessels switched to scheduled lower rate periods within their fixed rate charters.
Segment performance summary
Segment Performance During the Financial Period (unaudited) | ProductTankers | ChemicalTankers | GasTanker | Bulkers | Total |
US$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 | ProductTankers | ChemicalTankers | GasTanker | Bulkers | Total |
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 built 2008 | October 2020 | March 2026 |
Courteous | MR product tanker built 2016 | December 2022 | September 2027 |
Daffodil | Handysize product tanker built 2008 | October 2020 | March 2026 |
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 Marvelous, Mindful and Courteous | 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 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 |
MR Product tanker | TC to a leading tanker shipping company | - |
Orson and Golding |
20,000 DWT and 25,600 DWT stainless steel chemical tankers | TC to a leading chemical tanker operator | - |
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, Idaho | 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 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 1 January to 31 December 2026 | Payable from 1 January to 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 1 January 2026 to 30 June 2026 | Paid from 1 July 2025 to 31 December 2025 | Paid from 1 July 2024 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 US$ | 31 December 2024 US$ | ||
Income | (Unaudited) | (Unaudited) | ||
Net changes in fair value of financial assets at fair value through profit or loss | 4 | 35,135,620 | 27,462,178 | |
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 US$ | 30 June 2025 US$ | ||
Non-current assets | (Unaudited) | (Audited) | ||
Financial assets designated at fair value through profit or loss | 4 | 380,816,859 | 345,681,239 | |
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 US$ | Total US$ | ||||
For the six months ended 31 December 2025 (Unaudited) | |||||||
Shareholders' equity at 1 July 2025
| 256,118,136 | 95,887,164 | 352,005,300 | ||||
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 US$ | Total US$ | ||||
For the six months ended 31 December 2024 (Unaudited) | |||||||
Shareholders' equity at 1 July 2024
| 291,640,823 | 159,414,849 | 451,055,672 | ||||
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 US$ | 31 December 2024 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)
31 December 2025 US$ | 30 June 2025 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 2025US$ | 30 June2025US$ | Direct or indirect holding | Principal activity | Ownership at 31 December 2025 | Ownership at 30 June 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 Limited4 | - | - | Indirect | SPV | 100% | 100% |
Courteous Limited4 | - | - | Indirect | SPV | 100% | 100% |
Dachshund1,2 Limited | - | - | Indirect | SPV | 100% | 100% |
Daffodil Limited4 | - | - | Indirect | SPV | 100% | 100% |
Exceptional Limited4 | - | - | 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 Limited4 | - | - | 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 Limited4 | - | - | Indirect | SPV | 100% | - |
Neon Limited8 | - | 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 Limited1,2 | - | - | 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 equivalents3 | 36,488,076 | 16,631,913 | ||||
Residual net assets3 | 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 at31 December 2025 | 269,256,330 | 262,274,392 | (6,156,097) | 256,118,295 |
During the FP, issue costs of US$159 were refunded to the Company's account.
The ordinary shares issued are of no par value and are authorised, issued and fully paid. Ordinary shares carry the right to receive all income of the Company attributable to ordinary shares, and to participate in any distribution or other return of capital attributable to ordinary shares. Ordinary shareholders have the right to receive notice of and attend any general meetings of the Company and to vote at such meeting with one vote for each ordinary share held.
The rights conferred upon the holders of the shares are not varied by the creation or issue of further shares or classes of shares or by the purchase or redemption by the Company of its own shares, or the holding of such shares in treasury.
At the end of the period, there were 20,896,000 shares (30 June 2025: 20,896,000 shares) held in treasury. These treasury shares may be subsequently cancelled or sold for cash.
No shares will be sold from treasury at a price less than the NAV per share at the time of the sale unless they are first offered pro rata to existing shareholders.
6. Earnings / (Loss) per share
31 December 2025 US$ | 31 December 2024 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 2025 | US$0.025 | 24 July 2025 | US$6,685,158 | 25 July 2025 | 8 August 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 June2024 | US$0.025 | 25 July2024 | US$7,277,064 | 26 July2024 | 9 August 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 2025 | US$0.025 | 29 January 2026 | US$6,685,158 | 30 January 2026 | 18 February 2026 |
Under the Companies (Guernsey) Law, 2008, the Company can distribute dividends from capital and revenue reserves, subject to a prescribed net asset and solvency test.
The net asset and solvency test considers whether a company can pay its debts when they fall due, and whether the value of a company's assets is greater than its liabilities. The Board confirms that the Company passed the net asset and solvency test for each dividend paid.
8. Net assets per ordinary share
31 December 2025 US$ | 30 June 2025 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 2025 | 31 December 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 calculated at SPV level, net of fees | Measures the net realised IRR on all vessel divestments |
Average Charter Length | Total forecast EBITDA from fixed-rate charters in place, divided by the annualised EBITDA of those charters | To provide information about the extent to which the future revenue of the SPVs is contractually fixed |
Compound Annual Growth Rate ("CAGR") | The geometric progression ratio that provides a constant rate of return over the time period | To provide a measure of annual compound growth rate over time |
Company IRR | The IRR of the Company calculated using all gross capital raises, dividends and buyback and current Company NAV | Measures the IRR achieved by the Company |
Consolidated Gearing Ratio | Loans to charter-free value including capital adjustments on a consolidated basis | To provide an indication of leverage, which is not reported in the financial 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 of materials and labour since the asset was initially purchased or constructed, and subtracting the depreciation that has occurred since that time | To provide a methodical basis for estimating the residual value of an asset at the end of a planned investment period
|
Dividend Cover | Portfolio Operating Profit less debt amortisation, divided by dividends for the period | To provide information about the extent to which past dividends are covered by 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 vessels in the portfolio divided by the time-weighted vessel values over the same period | To provide information about profitability from future operating activity relative to current vessel values |
Gain / (loss) in Capital Values | Fair value gains and losses (being the change in charter-free value + change in charter value) from marking assets to market in accordance with the valuation policy of the Company | Fair value of the Company's underlying investments is a key component of the Company's overall investment performance |
Gross Operating Profit | Operating profit before gain / (loss) in capital values, loan interest, fees, and all other Company level expenses | To provide an indication of the underlying profit from operating activity, 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 project or investment equal zero, and is a common performance indicator used in investment funds | A widely used APM which allows the shareholders to compare the performance of different funds |
NAV Total Return Per Share | The change in NAV per share plus dividends per share paid by the Company during the period, divided by the initial NAV per share at inception | A measure showing how the NAV per share has performed over a period, considering both capital return and dividends paid to shareholders |
Operating Expenses
| Expenses (other than finance costs) of operating the Company's subsidiary SPVs and their ships | To provide an indication of the cost of the underlying operating activity, which is not reported in the financial statements |
Portfolio Operating Profit | Gross Operating Profit and interest income less loan interest and fees, Company Level Fees and Expenses | To provide an indication of the underlying net profit from operating activity, 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 transaction (investment or divestment) value or fair value at a certain date | The IM's preferred valuation metric for investment analysis. P/DRC tends to revert to 100% in the long-term |
Revenue | Charter income, net of broker commissions and charter related costs, earned by SPVs | To provide an indication of the underlying income from operating activity 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 financial period | To provide information about the vessel operating activity measured in days |
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: (i) include the gross amount of any dividends and/or distributions paid to an ordinary share since Admission; (ii) not take account of any accrual made in respect of the performance fee itself for that Calculation Period; |
A measure showing how the investment in the Company's shares has performed over a period, considering both capital return and dividends paid to Shareholders |
| (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
1st Floor London
SW1Y 5ES
Asset Manager
Tufton Management Limited
3rd Floor, St George's Court
Upper Church Street
Douglas
Isle of Man IM1 1EE
Secretary and Administrator
Apex Fund & Corporate Services (Guernsey) Limited
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
1st 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 |
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Administrator | Apex Fund and Corporate Services (Guernsey) Limited |
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AIC | the Association of Investment Companies |
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AIFM Directive or AIFMD | the EU Directive on Alternative Investment Fund Managers (No. 2011/61/EU) |
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AIF | an Alternative Investment Fund |
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AIFM | an Alternative Investment Fund Manager |
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AIFM Rules | the AIFM Directive and all applicable rules and regulations implementing the AIFM Directive in the UK |
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Articles of Incorporation or Articles | the articles of incorporation of the Company, as amended from time-to-time |
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Asset Manager | Tufton Management Limited |
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Auditor | PricewaterhouseCoopers CI LLP |
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Brokers | Hudnall Capital LLP and Singer Capital Markets |
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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. |
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Calculation Year | 1 July to 30 June |
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Companies Law | the Companies (Guernsey) Law, 2008 as amended |
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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. |
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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 |
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Directors or Board | the Board of Directors of the Company or the Directors from time to time |
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Disclosure Guidance and Transparency Rules or DTRs | the Disclosure Guidance and Transparency Rules made by the Financial Conduct Authority under Section 73A of FSMA. |
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Discount Control Policy | The policy described in the Discount Control section of the Company's Prospectus. |
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DWT | an abbreviation for deadweight tonnage, a measure of a ship's total carrying capacity, including cargo, fuel, water, and crew. |
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Environmental, Social, and Corporate Governance (ESG) | an evaluation of the Company's collective conscientiousness for social, environmental and governance factors. |
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FCA | the UK Financial Conduct Authority |
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Financial Reporting Council or FRC | the UK Financial Reporting Council |
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FSMA | the Financial Services and Markets Act 2000 and any statutory modification or re-enactment thereof for the time being in force. |
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FP | financial period |
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GFSC or Commission | the Guernsey Financial Services Commission |
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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 |
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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 |
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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 |
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IASB | International Accounting Standards Board |
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IFRIC | International Financial Reporting Interpretations Committee |
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IFRS Accounting Standards | International Financial Reporting Standards |
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IMO | International Maritime Organisation |
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Investment Manager or IM | Tufton Investment Management Ltd |
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IPO | Initial Public Offering |
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Issue Price | the initial cost of a security when it first becomes available for purchase by the public |
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Listing Rules | the listing rules made by the UKLA pursuant to Part VI of FSMA |
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London Stock Exchange or LSE | London Stock Exchange plc |
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LS Assets Limited or LSA | the Guernsey holding company owning the SPVs through which the Company invests into vessels. |
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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. |
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Main Market | the main market for listed securities operated by the London Stock Exchange. |
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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. |
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Memorandum | the memorandum of association of the Company. |
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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. | |
Related Shares:
Tufton Assets.Tufton Assets