Title of Each Class of
Securities to be Registered (1)
|
Amount to be registered
|
Proposed
Maximum Aggregate Offering Price Per Share(2)
|
Proposed Maximum
Aggregate
Offering Price(2)
|
Amount of
Registration Fee(3)
|
||||||||||||
Common Stock, par value $0.01 per share
|
6,297,010
|
$
|
27.23
|
$
|
171,467,582
|
$
|
20,782
|
(1) |
The securities registered herein are offered pursuant to an automatic shelf registration statement on Form F-3 (Registration No. 333-230469) filed by Scorpio Tankers Inc., effective March 22, 2019.
|
(2) |
Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and 457(r) of the Securities Act of 1933, as amended, or the Securities Act, and based upon the average of the high and low sales price
of the Registrant’s common shares on September 25, 2019 as reported on the New York Stock Exchange.
|
(3) |
Calculated pursuant to Rules 456(b), 457(c) and 457(r) of the Securities Act.
|
IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT
|
S-ii
|
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
|
S-iii
|
PROSPECTUS SUMMARY
|
S-1
|
THE OFFERING
|
S-3
|
RISK FACTORS
|
S-4
|
USE OF PROCEEDS
|
S-5
|
CAPITALIZATION
|
S-6
|
SELLING SHAREHOLDERS
|
S-8
|
TAX CONSIDERATIONS
|
S-9
|
PLAN OF DISTRIBUTION
|
S-10
|
EXPENSES
|
S-13
|
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
|
S-14
|
LEGAL MATTERS
|
S-15
|
EXPERTS
|
S-16
|
WHERE YOU CAN FIND ADDITIONAL INFORMATION
|
S-17
|
INFORMATION INCORPORATED BY REFERENCE
|
S-18
|
ABOUT THIS PROSPECTUS
|
1
|
PROSPECTUS SUMMARY
|
1
|
RISK FACTORS
|
2
|
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
|
3
|
USE OF PROCEEDS
|
5
|
CAPITALIZATION
|
6
|
PLAN OF DISTRIBUTION
|
7
|
DESCRIPTION OF CAPITAL STOCK
|
9
|
DESCRIPTION OF DEBT SECURITIES
|
10
|
DESCRIPTION OF WARRANTS
|
15
|
DESCRIPTION OF PURCHASE CONTRACTS
|
16
|
DESCRIPTION OF RIGHTS
|
17
|
DESCRIPTION OF UNITS
|
18
|
TAX CONSIDERATIONS
|
19
|
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
|
20
|
EXPENSES
|
21
|
LEGAL MATTERS
|
22
|
EXPERTS
|
22
|
WHERE YOU CAN FIND ADDITIONAL INFORMATION
|
22
|
• |
our future operating or financial results;
|
• |
the strength of world economies and currencies;
|
• |
fluctuations in interest rates and foreign exchange rates;
|
• |
general market conditions, including the market for our vessels, fluctuations in spot and charter rates and vessel values;
|
• |
availability of financing and refinancing;
|
• |
our business strategy and other plans and objectives for growth and future operations;
|
• |
our ability to successfully employ our vessels;
|
• |
planned capital expenditures and availability of capital resources to fund capital expenditures;
|
• |
planned, pending or recent acquisitions, business strategy and expected capital spending or operating expenses, including drydocking, surveys, upgrades and insurance costs;
|
• |
our ability to realize the expected benefits from acquisitions;
|
• |
potential liability from pending or future litigation;
|
• |
general domestic and international political conditions;
|
• |
potential disruption of shipping routes due to accidents or political events;
|
• |
vessel breakdowns and instances of off-hire;
|
• |
competition within our industry;
|
• |
the supply of and demand for vessels comparable to ours;
|
• |
corruption, piracy, militant activities, political instability, terrorism, and ethnic unrest in locations where we may operate;
|
• |
delays and cost overruns in construction projects;
|
• |
our level of indebtedness;
|
• |
our ability to obtain financing and to comply with the restrictive and other covenants in our financing arrangements;
|
• |
our need for cash to meet our debt service obligations;
|
• |
our levels of operating and maintenance costs, including bunker prices, drydocking and insurance costs;
|
• |
our ability to successfully identify, consummate, integrate, and realize the expected benefits from acquisitions, including our acquisition of the leasehold interests in 19 vessels from Trafigura Maritime Logistics Pte. Ltd., or
Trafigura, by way of acquisition of the companies that hold the vessels;
|
• |
reputational risks;
|
• |
availability of skilled workers and the related labor costs and related costs;
|
• |
the MARPOL convention, Annex VI Prevention of Air Pollution from Ships which will reduce the maximum amount of sulfur that ships can emit into the air, which will be applicable as of January 1, 2020 and our ability to successfully
complete the installation of exhaust gas cleaning systems, or scrubbers, on all of our vessels;
|
• |
compliance with governmental, tax, environmental and safety regulation;
|
• |
any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 or other applicable regulations relating to bribery;
|
• |
general economic conditions and conditions in the oil and natural gas industry;
|
• |
effects of new products and new technology in our industry;
|
• |
the failure of counterparties to fully perform their contracts with us;
|
• |
our dependence on key personnel;
|
• |
adequacy of insurance coverage;
|
• |
our ability to obtain indemnities from customers;
|
• |
changes in laws, treaties or regulations applicable to us;
|
• |
the volatility of the price of our common shares and our other securities;
|
• |
other factors that may affect our future results; and
|
• |
these factors and other risk factors described in this prospectus supplement and other reports that we furnish or file with the Commission.
|
Maximum Number of Common Shares
Offered by the Selling Shareholders |
6,297,010 common shares
|
|
Common Shares Issued and Outstanding
as of September 27, 2019 |
58,142,400 common shares
|
|
Use of Proceeds
|
All common shares sold pursuant to this prospectus supplement will be sold or otherwise disposed of by the Selling Shareholders for their own accounts. We will not receive any of the proceeds from the sale
or other disposition of the common shares by the Selling Shareholders.
|
|
NYSE Trading Symbol
|
“STNG”
|
|
Risk Factors
|
Investing in our common shares involves risks. You should carefully consider the risks discussed under the caption “Risk Factors” beginning on page S-4 of this prospectus supplement, on page 2 of the
accompanying base prospectus, in our Annual Report on Form 20-F for the year ended December 31, 2018, filed with the Commission on March 20, 2019, and under the caption “Risk Factors” or any similar caption in the documents that we
subsequently file with the Commission that are incorporated or deemed to be incorporated by reference in this prospectus supplement and the accompanying base prospectus, and in any free writing prospectus that you may be provided in
connection with the offering of common shares pursuant to this prospectus supplement and the accompanying base prospectus.
|
• |
actual basis;
|
• |
as adjusted basis to give effect to the following:
|
(i) |
Scheduled principal repayments on our outstanding indebtedness consisting of:
|
o |
$27.8 million on our secured credit facilities;
|
o |
$29.0 million on our lease financing arrangements; and
|
o |
$5.5 million on our operating lease liabilities (which are being accounted for under IFRS 16 – Leases).
|
(ii) |
The repayment of the outstanding balance of $142.7 million on our Convertible Senior Notes due 2019, which matured in July 2019; and
|
(iii) |
The Private Placement pursuant to which Urion and SSH purchased $35 million and $15 million, respectively, of our common shares at a price of $29.00 per share; and
|
• |
As further adjusted basis to give effect to the acquisition of the Trafigura Subsidiaries that collectively hold leasehold interests in 19 product tankers, consisting of four LR2 product tankers and 15 MR product tankers, for an
aggregate value of $803 million as part of the Purchase Agreement. The consideration exchanged consisted of:
|
o |
The issuance of 4,572,873 Consideration Shares to Urion, as Trafigura’s nominee, at $29.00 per share; and
|
o |
The assumption of an aggregate of approximately $670 million in leasehold obligations under the bareboat charter-in arrangement relating to these vessels. These lease liabilities have been reflected within the caption ‘Lease
liability – IFRS 16’ in the below table, split between the current and non-current portions. 15 of these vessels have been delivered and four of these vessels are expected to be delivered from the shipyard in 2020. The leases for
the undelivered vessels will commence upon delivery from the shipyard and the table below reflects the estimated lease obligation upon delivery.
|
As of June 30, 2019
|
||||||||||||
In thousands of U.S. dollars
|
Actual
|
As adjusted
|
As further adjusted
|
|||||||||
Cash
|
$
|
467,219
|
$
|
312,101
|
$
|
312,101
|
(3)
|
|||||
Current debt:
|
||||||||||||
Current portion of long term debt(1)
|
295,543
|
124,963
|
124,963
|
|||||||||
Finance lease liability(2)
|
115,689
|
86,676
|
86,676
|
|||||||||
Lease liability - IFRS 16
|
20,708
|
15,183
|
44,286
|
(4) |
||||||||
Non-current debt:
|
||||||||||||
Long term debt (1)
|
1,094,900
|
1,094,900
|
1,094,900
|
|||||||||
Finance lease liability (2)
|
1,248,243
|
1,248,243
|
1,248,243
|
|||||||||
Lease liability - IFRS 16
|
47,364
|
47,364
|
688,647
|
(4) | ||||||||
Total debt
|
$
|
2,822,447
|
$
|
2,617,329
|
$
|
3,287,716
|
||||||
Shareholders' equity:
|
||||||||||||
Share capital
|
580
|
597
|
643
|
|||||||||
Additional paid-in capital
|
2,657,375
|
2,707,358
|
2,839,925
|
|||||||||
Treasury shares
|
(467,056
|
)
|
(467,056
|
)
|
(467,056
|
)
|
||||||
Accumulated deficit
|
(365,801
|
)
|
(365,801
|
)
|
(365,801
|
)
|
||||||
Total shareholders' equity
|
$
|
1,825,098
|
$
|
1,875,098
|
$
|
2,007,711
|
||||||
Total capitalization
|
$
|
4,647,545
|
$
|
4,492,427
|
$
|
5,295,427
|
(1) |
The current portion of long term debt at June 30, 2019 is net of unamortized deferred financing fees of $1.3 million and the non-current portion of long term debt is net of unamortized deferred financing fees of $9.3 million.
|
(2) |
The current portion of the financial lease lability at June 30, 2019 is net of unamortized deferred financing fees of $0.8 million and the non-current portion of financial lease liability
is net of unamortized deferred financing fees of $7.9 million. Debt and finance lease liabilities, as adjusted, does not reflect deferred financing fee amortization from July 1, 2019 through September 27, 2019. This amortization is
estimated to be $1.6 million
|
(3) |
Cash, as adjusted and as further adjusted, does not include the impact of cash flows from operations from July 1, 2019 through September 27, 2019.
|
(4) |
Lease liability-IFRS 16, on an as further adjusted basis, reflects the total estimated lease liability that the Company will assume, which includes the lease obligations on 15 vessels that are currently on the water and the
estimated lease obligations on four vessels that are expected to be delivered in 2020. These lease liabilities have been derived from historical values which may differ from fair value.
|
Name of Selling Shareholders
|
Common Shares
Owned Before
Offering(1)
|
Percentage of Class
Prior to the
Offering(2)
|
Total
Common Shares
Offered Hereby
|
Common Shares
Owned Following
the Offering
|
Percentage of
Class Following
the Offering
|
|||||||||||||||
|
||||||||||||||||||||
Scorpio Services Holding Limited (3)
|
1,877,048
|
3.23
|
%
|
517,241
|
1,359,807
|
2.34
|
%
|
|||||||||||||
Urion Holdings (Malta) Limited (4)
|
5,779,769
|
9.94
|
%
|
5,779,769
|
0
|
0
|
%
|
|||||||||||||
Total
|
7,656,817
|
13.17
|
%
|
6,297,010
|
1,359,807
|
2.34
|
%
|
(1) |
Beneficial ownership is determined in accordance with the Rule 13d-3(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and generally includes voting or investment power with respect to securities. Except
as subject to community property laws or otherwise as described in the notes below, where applicable, the person named above has voting and investment power with respect to all common shares shown as beneficially owned by it.
|
(2) |
Based on 58,142,400 common shares outstanding as of September 27, 2019.
|
(3) |
Consists of 517,241 common shares issued to SSH pursuant to the terms of the Securities Purchase Agreement and an aggregate of 1,359,807 common shares previously owned by SSH. SSH is a related party to us. For information about our
relationship with SSH, please see our Annual Report on Form 20-F for the year ended December 31, 2018, filed with the Commission on March 20, 2019.
|
(4) |
Consists of 4,572,873 common shares issued to Urion, as Trafigura’s nominee, pursuant to the terms of the Purchase Agreement and 1,206,896 common shares issued to Urion pursuant to the terms of the Securities Purchase Agreement.
|
• |
a distribution by way of a dividend or otherwise to existing shareholders of such Selling Shareholders;
|
• |
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
• |
block trades in which the broker-dealer will
attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
• |
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
• |
underwriters, brokers or dealers (who may act as agents or principals) or directly to one or more purchasers;
|
• |
an exchange distribution in accordance with the rules of the applicable exchange;
|
• |
public or privately negotiated transactions;
|
• |
settlement of short sales entered into after the effective date of the registration statement of which this prospectus supplement is a part;
|
• |
broker-dealers may agree with the Selling Shareholders to sell a specified number of such common shares at a stipulated price per share;
|
• |
trading plans entered into by the Selling Shareholders pursuant to Rule 10b5-1 under the Exchange Act that are in place at the time of an offering pursuant to this prospectus supplement that provide for periodic sales of their
securities on the basis of parameters described in such trading plans;
|
• |
any combination of the foregoing; or
|
• |
any other method permitted pursuant to applicable law.
|
Commission registration fee
|
$
|
20,782
|
||
Legal fees and expenses
|
$
|
100,000
|
||
Accounting fees and expenses
|
$
|
25,000
|
||
Miscellaneous
|
$
|
4,218
|
||
Total
|
$
|
150,000
|
• |
Our Report of Foreign Private Issuer on Form 6-K filed with the Commission on May 2, 2019 (except for the information under
the heading "Conference Call"), June 4, 2019, June 7, 2019, August 2, 2019 and September 12, 2019;
|
• |
Monaco
9, Boulevard Charles III
Monaco 98000
Tel: +377-9798-5716
|
New York
150 East 58th Street
New York, New York 10155, USA
Tel: +1 212 542 1616
|
ABOUT THIS PROSPECTUS
|
1
|
PROSPECTUS SUMMARY
|
1
|
RISK FACTORS
|
2
|
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
|
3
|
USE OF PROCEEDS
|
5
|
CAPITALIZATION
|
6
|
PLAN OF DISTRIBUTION
|
7
|
DESCRIPTION OF CAPITAL STOCK
|
9
|
DESCRIPTION OF DEBT SECURITIES
|
10
|
DESCRIPTION OF WARRANTS
|
15
|
DESCRIPTION OF PURCHASE CONTRACTS
|
16
|
DESCRIPTION OF RIGHTS
|
17
|
DESCRIPTION OF UNITS
|
18
|
TAX CONSIDERATIONS
|
19
|
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
|
20
|
EXPENSES
|
21
|
LEGAL MATTERS
|
22
|
EXPERTS
|
22
|
WHERE YOU CAN FIND ADDITIONAL INFORMATION
|
22
|
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the Commission, using a shelf registration
process. Under the shelf registration process, we or any selling shareholder may sell, from time to time, our common shares, preferred shares, debt securities, warrants, purchase contracts, rights, and units described in this
prospectus, in one or more offerings. No limit exists on the aggregate amount of the securities we or any selling shareholder may sell pursuant to the registration statement of which this prospectus forms a part. This prospectus
provides you with a general description of the securities we or any selling shareholder may offer. Each time we or a selling shareholder offer securities, we will provide you with a prospectus supplement that will describe, among
other things, the specific amounts, prices and terms of the offered securities. We may file a prospectus supplement in the future that may also add, update or change the information contained in this prospectus. You should read
carefully this prospectus, any prospectus supplement, and the additional information described below under the heading "Where You Can Find Additional Information."
This prospectus and any prospectus supplement are part of a registration statement that we filed with the Commission and do not contain all the information in the
registration statement. Forms of the indentures and other documents establishing the terms of the offered securities are filed as exhibits to the registration statement. Statements in this prospectus or any prospectus supplement
about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. For
further information about us or the securities offered hereby, you should refer to the registration statement, which you can obtain from the Commission as described below under the section entitled "Where You Can Find Additional
Information."
Unless the context otherwise requires, when used in this prospectus, the terms "Scorpio Tankers," the "Company," "we," "our" and "us" refer to Scorpio Tankers
Inc. and its subsidiaries. "Scorpio Tankers Inc." refers only to Scorpio Tankers Inc. and not its subsidiaries.
Unless otherwise indicated, all references to "dollars" and "$" in this prospectus are to, and amounts are presented in, United States dollars. We prepare our
financial statements, including all of the financial statements included or incorporated by reference in this prospectus, in U.S. dollars and in accordance with International Financial Reporting Standards as issued by the
International Accounting Standards Board. We have a fiscal year end of December 31.
PROSPECTUS SUMMARY
This section summarizes some of the key information that is contained or incorporated by reference in this prospectus. It may
not contain all of the information that may be important to you. As an investor or prospective investor, you should review carefully the entire prospectus and the information incorporated by reference herein, including the section
entitled "Risk Factors."
Our Company
Scorpio Tankers Inc. was incorporated in the Republic of the Marshall Islands pursuant to the Marshall Islands Business Corporations Act on July 1, 2009. We
provide seaborne transportation of refined petroleum products worldwide. We began our operations in October 2009 with three vessel owning and operating subsidiary companies. In April 2010, we completed our initial public offering of
common stock and commenced trading on the NYSE under the symbol "STNG." We have since expanded our fleet and as of the date of this prospectus, our fleet consists of 109 wholly owned or finance leased product tankers (consisting of 38
LR2, 12 LR1, 14 Handymax and 45 MR) with an average age of approximately 3.6 years, and 10 bareboat chartered-in product tankers that we operate (consisting of seven Handymax and three MR), which we refer to collectively as our
Operating Fleet.
Corporate Structure
We were incorporated in the Republic of the Marshall Islands pursuant to the Marshall Islands Business Corporation Act on July 1, 2009. We currently maintain our
principal executive offices at 9, Boulevard Charles III, Monaco 98000 and our telephone number at that location is +377-9798-5716. We also maintain an office in the United States at 150 East 58th Street, New York, New York
10155 and the telephone number at that location is 212-542-1616. We own or finance lease each of the vessels in our owned and financed leased fleet, and expect to own or finance lease each additional vessel that we acquire into our
owned and finance leased fleet in the future, if any, through separate wholly-owned subsidiaries incorporated in the Republic of the Marshall Islands. The seven Handymax vessels in our bareboat chartered-in fleet are chartered-in to
our wholly-owned subsidiary incorporated in the Republic of the Marshall Islands, STI Chartering and Trading Ltd. The three MR vessels in our bareboat chartered-in fleet are chartered in through separate wholly-owned subsidiaries
incorporated in the Republic of the Marshall Islands.
|
|
● |
our future operating or financial results;
|
|
● |
the strength of world economies and currencies;
|
● |
fluctuations in interest rates and foreign exchange rates;
|
● |
general market conditions, including the market for our vessels, fluctuations in spot and charter rates and vessel values;
|
● |
availability of financing and refinancing;
|
● |
our business strategy and other plans and objectives for growth and future operations;
|
● |
our ability to successfully employ our vessels;
|
● |
planned capital expenditures and availability of capital resources to fund capital expenditures;
|
● |
planned, pending or recent acquisitions, business strategy and expected capital spending or operating expenses, including drydocking, surveys, upgrades and insurance costs;
|
● |
our ability to realize the expected benefits from acquisitions;
|
● |
potential liability from pending or future litigation;
|
● |
general domestic and international political conditions;
|
● |
potential disruption of shipping routes due to accidents or political events;
|
● |
vessel breakdowns and instances of off-hire;
|
● |
competition within our industry;
|
● |
the supply of and demand for vessels comparable to ours;
|
● |
corruption, piracy, militant activities, political instability, terrorism, and ethnic unrest in locations where we may operate;
|
● |
delays and cost overruns in construction projects;
|
● |
our level of indebtedness;
|
● |
our ability to obtain financing and to comply with the restrictive and other covenants in our financing arrangements;
|
● |
our need for cash to meet our debt service obligations;
|
● |
our levels of operating and maintenance costs, including bunker prices, drydocking and insurance costs;
|
● |
our ability to successfully identify, consummate, integrate, and realize the expected benefits from acquisitions, including our acquisition of Navig8 Product Tankers Inc, or NPTI;
|
● |
reputational risks;
|
● |
availability of skilled workers and the related labor costs and related costs;
|
● |
the MARPOL convention, Annex VI Prevention of Air Pollution from Ships which will reduce the maximum amount of sulfur that ships can emit into the air, which will be applicable as of January 1, 2020;
|
● |
the International Convention for the Control and Management of Ships' Ballast Water and Sediments (BWM), which will be applicable as of September 2019;
|
● |
compliance with governmental, tax, environmental and safety regulation;
|
● |
any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 (FCPA) or other applicable regulations relating to bribery;
|
● |
general economic conditions and conditions in the oil and natural gas industry;
|
● |
effects of new products and new technology in our industry;
|
● |
the failure of counterparties to fully perform their contracts with us;
|
● |
our dependence on key personnel;
|
● |
adequacy of insurance coverage;
|
● |
our ability to obtain indemnities from customers;
|
● |
changes in laws, treaties or regulations applicable to us;
|
● |
the volatility of the price of our common shares and our other securities and other factors that may affect our future results; and
|
● |
these factors and other risk factors described in this prospectus and other reports that we furnish or file with the Commission.
|
● |
a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction;
|
● |
purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account;
|
● |
ordinary brokerage transactions and transactions in which a broker solicits purchasers; or
|
● |
trading plans entered into by us pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are in place at the time of an offering pursuant to this prospectus and any applicable
prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans.
|
● |
enter into transactions involving short sales of our common shares by broker-dealers;
|
● |
sell common shares short and deliver the shares to close out short positions;
|
● |
enter into options or other types of transactions that require us or them to deliver common shares to a broker-dealer, who will then resell or transfer the common shares under this prospectus; or
|
● |
loan or pledge the common shares to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares.
|
● |
the designation, aggregate principal amount and authorized denominations;
|
● |
the issue price, expressed as a percentage of the aggregate principal amount;
|
● |
the maturity date;
|
● |
the interest rate per annum, if any;
|
● |
if the debt securities provide for interest payments, the date from which interest will accrue, the dates on which interest will be payable, the date on which payment of interest will commence and the regular record dates for
interest payment dates;
|
● |
any optional or mandatory sinking fund provisions or exchangeability provisions;
|
● |
the terms and conditions upon which conversion of any convertible debt securities may be effected, including the conversion price, the conversion period and other conversion provisions;
|
● |
whether the debt securities will be our senior or subordinated securities;
|
● |
whether the debt securities will be our secured or unsecured obligations;
|
● |
the applicability and terms of any guarantees;
|
● |
the date, if any, after which and the price or prices at which the debt securities may be optionally redeemed or must be mandatorily redeemed and any other terms and provisions of optional or mandatory redemptions;
|
● |
if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the debt securities of the series will be issuable;
|
● |
if other than the full principal amount, the portion of the principal amount of the debt securities of the series which will be payable upon acceleration or provable in bankruptcy;
|
● |
any events of default not set forth in this prospectus;
|
● |
the currency or currencies, including composite currencies, in which principal, premium and interest will be payable, if other than the currency of the United States;
|
● |
if principal, premium or interest is payable, at our election or at the election of any holder, in a currency other than that in which the debt securities of the series are stated to be payable, the period or periods within which,
and the terms and conditions upon which, the election may be made;
|
● |
whether interest will be payable in cash or additional securities at our or the holder's option and the terms and conditions upon which the election may be made;
|
● |
if denominated in a currency or currencies other than the currency of the United States, the equivalent price in the currency of the United States for purposes of determining the voting rights of holders of those debt securities
under the applicable indenture;
|
● |
if the amount of payments of principal, premium or interest may be determined with reference to an index, formula or other method based on a coin or currency other than that in which the debt securities of the series are stated to be
payable, the manner in which the amounts will be determined;
|
● |
any restrictive covenants or other material terms relating to the debt securities;
|
● |
whether the debt securities will be issued in the form of global securities or certificates in registered form;
|
● |
any listing on any securities exchange or quotation system;
|
● |
additional provisions, if any, related to defeasance and discharge of the debt securities; and
|
● |
any other special features of the debt securities.
|
● |
our ability to incur either secured or unsecured debt, or both;
|
● |
our ability to make certain payments, dividends, redemptions or repurchases;
|
● |
our ability to create dividend and other payment restrictions affecting our subsidiaries;
|
● |
our ability to make investments;
|
● |
mergers and consolidations by us or our subsidiaries;
|
● |
sales of assets by us;
|
● |
our ability to enter into transactions with affiliates;
|
● |
our ability to incur liens; or
|
● |
sale and leaseback transactions.
|
(1) |
changes the amount of securities whose holders must consent to an amendment, supplement or waiver;
|
(2) |
reduces the rate of or changes the interest payment time on any security or alters its redemption provisions (other than any alteration to any such section which would not materially adversely affect the legal rights of any holder
under the indenture) or the price at which we are required to offer to purchase the securities;
|
(3) |
reduces the principal or changes the maturity of any security or reduces the amount of, or postpones the date fixed for, the payment of any sinking fund or analogous obligation;
|
(4) |
waives a default or event of default in the payment of the principal of or interest, if any, on any security (except a rescission of acceleration of the securities of any series by the holders of at least a majority in principal
amount of the outstanding securities of that series and a waiver of the payment default that resulted from such acceleration);
|
(5) |
makes the principal of or interest, if any, on any security payable in any currency other than that stated in the security;
|
(6) |
makes any change with respect to holders' rights to receive principal and interest, the terms pursuant to which defaults can be waived, certain modifications affecting shareholders or certain currency-related issues; or
|
(7) |
waives a redemption payment with respect to any security or changes any of the provisions with respect to the redemption of any securities;
|
● |
default in any payment of interest when due which continues for 30 days;
|
● |
default in any payment of principal or premium at maturity;
|
● |
default in the deposit of any sinking fund payment when due;
|
● |
default in the performance of any covenant in the debt securities or the applicable indenture which continues for 60 days after we receive notice of the default;
|
● |
default under a bond, debenture, note or other evidence of indebtedness for borrowed money by us or our subsidiaries (to the extent we are directly responsible or liable therefor) having a principal amount in excess of a minimum
amount set forth in the applicable subsequent filings, whether such indebtedness now exists or is hereafter created, which default shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on
which it would otherwise have become due and payable, without such acceleration having been rescinded or annulled or cured within 30 days after we receive notice of the default; and
|
● |
events of bankruptcy, insolvency or reorganization.
|
$
|
(1
|
)
|
||
Commission Registration Fee
|
$ |
*
|
||
Printing and Engraving Expenses
|
$ |
*
|
||
Legal Fees and Expenses
|
$ |
*
|
||
Accountants' Fees and Expenses
|
$ |
*
|
||
NYSE Supplemental Listing Fee
|
$ |
*
|
||
FINRA Fee
|
$
|
225,500
|
||
Blue Sky Fees and Expenses
|
$ |
*
|
||
Transfer Agent's Fees and Expenses
|
$ |
*
|
||
Miscellaneous Costs
|
$ |
*
|
||
Total
|
$ |
*
|
(1) |
The Registrant is registering an indeterminate amount of securities under the registration statement in accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of the
registration fee in connection with such securities until the time the securities are sold under the registration statement pursuant to a prospectus supplement.
|
* |
To be provided by a prospectus supplement or as an exhibit to report on Form 6-K that is incorporated by reference into this Registration Statement.
|
● |
Our Annual Report on Form 20-F for the year ended December 31, 2018, filed with the Commission on March 20, 2019, which contains our audited consolidated financial statements for the most recent fiscal year for which those statements
have been filed.
|
● |
The description of our common stock contained in our registration statement on Form 8-A, filed with the Commission on March 26, 2010, including any subsequent amendments or reports filed for the purpose of updating such description.
|
Monaco
|
New York
|
|
9, Boulevard Charles III
Monaco 98000
|
150 East 58th Street
New York, New York 10155, USA
|
|
Tel: +377-9798-5716
|
Tel: +1 212 542 1616
|