Title of Each Class of Securities to be Registered (1)
|
Proposed Maximum
Aggregate Offering Price (2) |
Amount of
Registration Fee (2)
|
||||||
Common Stock, par value $0.01 per share
|
$
|
100,000,000
|
$
|
12,980
|
(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) |
Calculated in accordance with Rule 457(r) and made in accordance with Rule 456(b) under the Securities Act of 1933, as amended.
|
ABOUT THIS PROSPECTUS SUPPLEMENT
|
S-ii
|
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
|
S-iii
|
SUMMARY
|
S-1
|
THE OFFERING
|
S-10
|
RISK FACTORS
|
S-11
|
USE OF PROCEEDS
|
S-14
|
CAPITALIZATION
|
S-15
|
DESCRIPTION OF CAPITAL STOCK
|
S-16
|
BENEFICIAL OWNERSHIP OF OUR COMMON SHARES
|
S-17
|
PLAN OF DISTRIBUTION
|
S-18
|
EXPENSES
|
S-19
|
LEGAL MATTERS
|
S-20
|
EXPERTS
|
S-21
|
WHERE YOU CAN FIND ADDITIONAL INFORMATION
|
S-22
|
INFORMATION PROVIDED BY THE COMPANY
|
S-23
|
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.
|
Vessel Name
|
Year Built
|
DWT
|
Ice class
|
Employment
|
Vessel type
|
Scrubber
|
||||||||
Owned or finance leased vessels
|
||||||||||||||
1
|
STI Brixton
|
2014
|
38,734
|
1A
|
SHTP (1)
|
Handymax
|
N/A
|
|||||||
2
|
STI Comandante
|
2014
|
38,734
|
1A
|
SHTP (1)
|
Handymax
|
N/A
|
|||||||
3
|
STI Pimlico
|
2014
|
38,734
|
1A
|
SHTP (1)
|
Handymax
|
N/A
|
|||||||
4
|
STI Hackney
|
2014
|
38,734
|
1A
|
SHTP (1)
|
Handymax
|
N/A
|
|||||||
5
|
STI Acton
|
2014
|
38,734
|
1A
|
SHTP (1)
|
Handymax
|
N/A
|
|||||||
6
|
STI Fulham
|
2014
|
38,734
|
1A
|
SHTP (1)
|
Handymax
|
N/A
|
|||||||
7
|
STI Camden
|
2014
|
38,734
|
1A
|
SHTP (1)
|
Handymax
|
N/A
|
|||||||
8
|
STI Battersea
|
2014
|
38,734
|
1A
|
SHTP (1)
|
Handymax
|
N/A
|
|||||||
9
|
STI Wembley
|
2014
|
38,734
|
1A
|
SHTP (1)
|
Handymax
|
N/A
|
|||||||
10
|
STI Finchley
|
2014
|
38,734
|
1A
|
SHTP (1)
|
Handymax
|
N/A
|
|||||||
11
|
STI Clapham
|
2014
|
38,734
|
1A
|
SHTP (1)
|
Handymax
|
N/A
|
|||||||
12
|
STI Poplar
|
2014
|
38,734
|
1A
|
SHTP (1)
|
Handymax
|
N/A
|
|||||||
13
|
STI Hammersmith
|
2015
|
38,734
|
1A
|
SHTP (1)
|
Handymax
|
N/A
|
|||||||
14
|
STI Rotherhithe
|
2015
|
38,734
|
1A
|
SHTP (1)
|
Handymax
|
N/A
|
|||||||
15
|
STI Amber
|
2012
|
49,990
|
-
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
16
|
STI Topaz
|
2012
|
49,990
|
-
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
17
|
STI Ruby
|
2012
|
49,990
|
-
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
18
|
STI Garnet
|
2012
|
49,990
|
-
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
19
|
STI Onyx
|
2012
|
49,990
|
-
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
20
|
STI Fontvieille
|
2013
|
49,990
|
-
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
21
|
STI Ville
|
2013
|
49,990
|
-
|
SMRP (2)
|
MR
|
N/A
|
|||||||
22
|
STI Duchessa
|
2014
|
49,990
|
-
|
SMRP (2)
|
MR
|
N/A
|
|||||||
23
|
STI Opera
|
2014
|
49,990
|
-
|
SMRP (2)
|
MR
|
N/A
|
|||||||
24
|
STI Texas City
|
2014
|
49,990
|
-
|
SMRP (2)
|
MR
|
Yes
|
|||||||
25
|
STI Meraux
|
2014
|
49,990
|
-
|
SMRP (2)
|
MR
|
Yes
|
|||||||
26
|
STI San Antonio
|
2014
|
49,990
|
-
|
SMRP (2)
|
MR
|
Yes
|
|||||||
27
|
STI Venere
|
2014
|
49,990
|
-
|
SMRP (2)
|
MR
|
Yes
|
|||||||
28
|
STI Virtus
|
2014
|
49,990
|
-
|
SMRP (2)
|
MR
|
Yes
|
|||||||
29
|
STI Aqua
|
2014
|
49,990
|
-
|
SMRP (2)
|
MR
|
Yes
|
|||||||
30
|
STI Dama
|
2014
|
49,990
|
-
|
SMRP (2)
|
MR
|
Yes
|
|||||||
31
|
STI Benicia
|
2014
|
49,990
|
-
|
SMRP (2)
|
MR
|
Yes
|
|||||||
32
|
STI Regina
|
2014
|
49,990
|
-
|
SMRP (2)
|
MR
|
Yes
|
|||||||
33
|
STI St. Charles
|
2014
|
49,990
|
-
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
34
|
STI Mayfair
|
2014
|
49,990
|
-
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
35
|
STI Yorkville
|
2014
|
49,990
|
-
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
36
|
STI Milwaukee
|
2014
|
49,990
|
-
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
37
|
STI Battery
|
2014
|
49,990
|
-
|
SMRP (2)
|
MR
|
Not Yet Installed
|
38
|
STI Soho
|
2014
|
49,990
|
-
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
39
|
STI Memphis
|
2014
|
49,990
|
-
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
40
|
STI Tribeca
|
2015
|
49,990
|
-
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
41
|
STI Gramercy
|
2015
|
49,990
|
-
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
42
|
STI Bronx
|
2015
|
49,990
|
-
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
43
|
STI Pontiac
|
2015
|
49,990
|
-
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
44
|
STI Manhattan
|
2015
|
49,990
|
-
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
45
|
STI Queens
|
2015
|
49,990
|
-
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
46
|
STI Osceola
|
2015
|
49,990
|
-
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
47
|
STI Notting Hill
|
2015
|
49,687
|
1B
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
48
|
STI Seneca
|
2015
|
49,990
|
-
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
49
|
STI Westminster
|
2015
|
49,687
|
1B
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
50
|
STI Brooklyn
|
2015
|
49,990
|
-
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
51
|
STI Black Hawk
|
2015
|
49,990
|
-
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
52
|
STI Galata
|
2017
|
49,990
|
-
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
53
|
STI Bosphorus
|
2017
|
49,990
|
-
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
54
|
STI Leblon
|
2017
|
49,990
|
-
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
55
|
STI La Boca
|
2017
|
49,990
|
-
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
56
|
STI San Telmo
|
2017
|
49,990
|
1B
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
57
|
STI Donald C Trauscht
|
2017
|
49,990
|
1B
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
58
|
STI Esles II
|
2018
|
49,990
|
1B
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
59
|
STI Jardins
|
2018
|
49,990
|
1B
|
SMRP (2)
|
MR
|
Not Yet Installed
|
|||||||
60
|
STI Magic
|
2019
|
50,000
|
-
|
SMRP (2)
|
MR
|
Yes
|
|||||||
61
|
STI Majestic
|
2019
|
50,000
|
-
|
SMRP (2)
|
MR
|
Yes
|
|||||||
62
|
STI Mystery
|
2019
|
50,000
|
-
|
SMRP (2)
|
MR
|
Yes
|
|||||||
63
|
STI Marvel
|
2019
|
50,000
|
-
|
SMRP (2)
|
MR
|
Yes
|
|||||||
64
|
STI Magnetic
|
2019
|
50,000
|
-
|
SMRP (2)
|
MR
|
Yes
|
|||||||
65
|
STI Millennia
|
2019
|
50,000
|
-
|
SMRP (2)
|
MR
|
Yes
|
|||||||
66
|
STI Master
|
2019
|
50,000
|
-
|
SMRP (2)
|
MR
|
Yes
|
|||||||
67
|
STI Mythic
|
2019
|
50,000
|
-
|
SMRP (2)
|
MR
|
Yes
|
|||||||
68
|
STI Marshall
|
2019
|
50,000
|
-
|
SMRP (2)
|
MR
|
Yes
|
|||||||
69
|
STI Modest
|
2019
|
50,000
|
-
|
SMRP (2)
|
MR
|
Yes
|
|||||||
70
|
STI Maverick
|
2019
|
50,000
|
-
|
SMRP (2)
|
MR
|
Yes
|
|||||||
71
|
STI Excel
|
2015
|
74,000
|
-
|
SLR1P (3)
|
LR1
|
Not Yet Installed
|
|||||||
72
|
STI Excelsior
|
2016
|
74,000
|
-
|
SLR1P (3)
|
LR1
|
Not Yet Installed
|
|||||||
73
|
STI Expedite
|
2016
|
74,000
|
-
|
SLR1P (3)
|
LR1
|
Not Yet Installed
|
|||||||
74
|
STI Exceed
|
2016
|
74,000
|
-
|
SLR1P (3)
|
LR1
|
Not Yet Installed
|
|||||||
75
|
STI Executive
|
2016
|
74,000
|
-
|
SLR1P (3)
|
LR1
|
Yes
|
|||||||
76
|
STI Excellence
|
2016
|
74,000
|
-
|
SLR1P (3)
|
LR1
|
Yes
|
|||||||
77
|
STI Experience
|
2016
|
74,000
|
-
|
SLR1P (3)
|
LR1
|
Not Yet Installed
|
|||||||
78
|
STI Express
|
2016
|
74,000
|
-
|
SLR1P (3)
|
LR1
|
Not Yet Installed
|
|||||||
79
|
STI Precision
|
2016
|
74,000
|
-
|
SLR1P (3)
|
LR1
|
Not Yet Installed
|
|||||||
80
|
STI Prestige
|
2016
|
74,000
|
-
|
SLR1P (3)
|
LR1
|
Not Yet Installed
|
81
|
STI Pride
|
2016
|
74,000
|
-
|
SLR1P (3)
|
LR1
|
Yes
|
|||||||
82
|
STI Providence
|
2016
|
74,000
|
-
|
SLR1P (3)
|
LR1
|
Not Yet Installed
|
|||||||
83
|
STI Elysees
|
2014
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Yes
|
|||||||
84
|
STI Madison
|
2014
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Yes
|
|||||||
85
|
STI Park
|
2014
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Not Yet Installed
|
|||||||
86
|
STI Orchard
|
2014
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Not Yet Installed
|
|||||||
87
|
STI Sloane
|
2014
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Not Yet Installed
|
|||||||
88
|
STI Broadway
|
2014
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Not Yet Installed
|
|||||||
89
|
STI Condotti
|
2014
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Not Yet Installed
|
|||||||
90
|
STI Rose
|
2015
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Not Yet Installed
|
|||||||
91
|
STI Veneto
|
2015
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Not Yet Installed
|
|||||||
92
|
STI Alexis
|
2015
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Not Yet Installed
|
|||||||
93
|
STI Winnie
|
2015
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Not Yet Installed
|
|||||||
94
|
STI Oxford
|
2015
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Not Yet Installed
|
|||||||
95
|
STI Lauren
|
2015
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Not Yet Installed
|
|||||||
96
|
STI Connaught
|
2015
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Not Yet Installed
|
|||||||
97
|
STI Spiga
|
2015
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Not Yet Installed
|
|||||||
98
|
STI Savile Row
|
2015
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Not Yet Installed
|
|||||||
99
|
STI Kingsway
|
2015
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Not Yet Installed
|
|||||||
100
|
STI Carnaby
|
2015
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Not Yet Installed
|
|||||||
101
|
STI Solidarity
|
2015
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Not Yet Installed
|
|||||||
102
|
STI Lombard
|
2015
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Not Yet Installed
|
|||||||
103
|
STI Grace
|
2016
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Not Yet Installed
|
|||||||
104
|
STI Jermyn
|
2016
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Not Yet Installed
|
|||||||
105
|
STI Sanctity
|
2016
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Not Yet Installed
|
|||||||
106
|
STI Solace
|
2016
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Not Yet Installed
|
|||||||
107
|
STI Stability
|
2016
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Not Yet Installed
|
|||||||
108
|
STI Steadfast
|
2016
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Yes
|
|||||||
109
|
STI Supreme
|
2016
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Not Yet Installed
|
|||||||
110
|
STI Symphony
|
2016
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Yes
|
|||||||
111
|
STI Gallantry
|
2016
|
113,000
|
-
|
SLR2P (4)
|
LR2
|
Yes
|
|||||||
112
|
STI Goal
|
2016
|
113,000
|
-
|
SLR2P (4)
|
LR2
|
Yes
|
|||||||
113
|
STI Nautilus
|
2016
|
113,000
|
-
|
SLR2P (4)
|
LR2
|
Yes
|
|||||||
114
|
STI Guard
|
2016
|
113,000
|
-
|
SLR2P (4)
|
LR2
|
Yes
|
|||||||
115
|
STI Guide
|
2016
|
113,000
|
-
|
SLR2P (4)
|
LR2
|
Yes
|
|||||||
116
|
STI Selatar
|
2017
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Not Yet Installed
|
|||||||
117
|
STI Rambla
|
2017
|
109,999
|
-
|
SLR2P (4)
|
LR2
|
Not Yet Installed
|
|||||||
118
|
STI Gauntlet
|
2017
|
113,000
|
-
|
SLR2P (4)
|
LR2
|
Yes
|
|||||||
119
|
STI Gladiator
|
2017
|
113,000
|
-
|
SLR2P (4)
|
LR2
|
Yes
|
|||||||
120
|
STI Gratitude
|
2017
|
113,000
|
-
|
SLR2P (4)
|
LR2
|
Not Yet Installed
|
|||||||
121
|
STI Lobelia
|
2018
|
110,000
|
-
|
SLR2P (4)
|
LR2
|
Yes
|
|||||||
122
|
STI Lotus
|
2018
|
110,000
|
-
|
SLR2P (4)
|
LR2
|
Yes
|
|||||||
123
|
STI Lily
|
2019
|
110,000
|
-
|
SLR2P (4)
|
LR2
|
Yes
|
|||||||
124
|
STI Lavender
|
2019
|
110,000
|
-
|
SLR2P (4)
|
LR2
|
Yes
|
|
||||||
Total owned or finance leased DWT
|
8,873,190
|
Vessel Name
|
Year Built
|
DWT
|
Ice class
|
Employment
|
Vessel type
|
Charter type
|
Daily Base Rate
|
Expiry (5)
|
||||||||||
Bareboat chartered-in vessels
|
||||||||||||||||||
125
|
Silent
|
2007
|
37,847
|
1A
|
SHTP (1)
|
Handymax
|
Bareboat
|
$6,300
|
31-Mar-20
|
|||||||||
126
|
Single
|
2007
|
37,847
|
1A
|
SHTP (1)
|
Handymax
|
Bareboat
|
$6,300
|
31-Mar-20
|
|||||||||
127
|
Star I
|
2007
|
37,847
|
1A
|
SHTP (1)
|
Handymax
|
Bareboat
|
$6,300
|
31-Mar-20
|
|||||||||
128
|
Sky
|
2007
|
37,847
|
1A
|
SHTP (1)
|
Handymax
|
Bareboat
|
$6,300
|
31-Mar-21
|
|||||||||
129
|
Steel
|
2008
|
37,847
|
1A
|
SHTP (1)
|
Handymax
|
Bareboat
|
$6,300
|
31-Mar-21
|
|||||||||
130
|
Stone I
|
2008
|
37,847
|
1A
|
SHTP (1)
|
Handymax
|
Bareboat
|
$6,300
|
31-Mar-21
|
|||||||||
131
|
Style
|
2008
|
37,847
|
1A
|
SHTP (1)
|
Handymax
|
Bareboat
|
$6,300
|
31-Mar-21
|
|||||||||
132
|
STI Beryl
|
2013
|
49,990
|
-
|
SMRP (2)
|
MR
|
Bareboat
|
$8,800
|
18-Apr-25
|
(6)
|
||||||||
133
|
STI Le Rocher
|
2013
|
49,990
|
-
|
SMRP (2)
|
MR
|
Bareboat
|
$8,800
|
21-Apr-25
|
(6)
|
||||||||
134
|
STI Larvotto
|
2013
|
49,990
|
-
|
SMRP (2)
|
MR
|
Bareboat
|
$8,800
|
28-Apr-25
|
(6)
|
||||||||
Total bareboat chartered-in DWT
|
414,899
|
Newbuildings currently under construction
|
|||||||||||
Vessel Name
|
Yard
|
DWT
|
Vessel type
|
||||||||
135
|
Hull S458 - TBN STI Miracle
|
HVS
|
50,000
|
MR
|
(7)
|
||||||
136
|
Hull S469 - TBN STI Maestro
|
HVS
|
50,000
|
MR
|
(7)
|
||||||
137
|
Hull S470 - TBN STI Mighty
|
HVS
|
50,000
|
MR
|
(7)
|
||||||
138
|
Hull S471 - TBN STI Maximus
|
HVS
|
50,000
|
MR
|
(7)
|
||||||
Total newbuilding product tankers DWT
|
200,000
|
||||||||||
Total Fleet DWT
|
9,488,089
|
(1)
|
This vessel operates in the Scorpio Handymax Tanker Pool, or SHTP. SHTP is a Scorpio Pool and is operated by Scorpio Commercial Management S.A.M., or SCM. SHTP and SCM
are related parties to the Company.
|
(2)
|
This vessel operates in, or is expected to operate in, the Scorpio MR Pool, or SMRP. SMRP is a Scorpio Pool and is operated by SCM. SMRP and SCM are related parties to
the Company.
|
(3)
|
This vessel operates in the Scorpio LR1 Pool, or SLR1P. SLR1P is a Scorpio Pool and is operated by SCM. SLR1P and SCM are related parties to the
Company.
|
(4)
|
This vessel operates in, or is expected to operate in, the Scorpio LR2 Pool, or SLR2P. SLR2P is a Scorpio Pool and is operated by SCM. SLR2P and
SCM are related parties to the Company.
|
(5)
|
Redelivery from the charterer is plus or minus 30 days from the expiry date.
|
(6)
|
In April 2017, we sold and leased back this vessel, on a bareboat basis, for a period of up to eight years for $8,800 per day. The sales price was
$29.0 million per vessel, and we have the option to purchase this vessel beginning at the end of the fifth year of the agreement through the end of the eighth year of the agreement, at market based prices. Additionally, a deposit of
$4.35 million per vessel was retained by the buyer and will either be applied to the purchase price of the vessel if a purchase option is exercised or refunded to us at the expiration of the agreement.
|
(7)
|
The leasehold interests in these vessels were acquired from Trafigura in September 2019 as part of the Trafigura Acquisition and these vessels are
currently under construction at Hyundai Vinashin Shipyard Co., Ltd., or HVS. Three vessels are expected to be delivered in the first quarter of 2020 and one vessel is expected to be delivered in the third quarter of 2020.
|
The Issuer
|
Scorpio Tankers Inc., a Marshall Islands corporation
|
Common Shares Outstanding as of
November 6, 2019 |
58,142,400 (1)
|
Common Shares to be Offered by us
|
Common shares having an aggregate offering price of up to $100,000,000
|
Manner of Offering
|
“At-the-market” offering that may be made from time to time through the sales agent, BTIG. Please read “Plan of Distribution.”
|
NYSE Symbol
|
“STNG”
|
Use of Proceeds
|
We intend to use the net proceeds from any sales of common shares from this offering, after deducting the sales agent’s commissions and our
offering expenses, for general corporate and working capital purposes.
|
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-11 of this prospectus supplement, on page 2 of the accompanying base prospectus in our Registration Statement on Form F-3, effective March 22, 2019, 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.
|
(1)
|
Excludes 6,349,324 common shares held as treasury shares.
|
• |
actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry;
|
• |
mergers and strategic alliances in the crude tanker and product tanker industries;
|
• |
market conditions in the crude tanker and product tanker industries;
|
• |
changes in government regulation;
|
• |
the failure of securities analysts to publish research about us after this offering, or shortfalls in our operating results from levels forecast by securities analysts;
|
• |
announcements concerning us or our competitors; and
|
• |
the general state of the securities market.
|
• |
our existing shareholders’ proportionate ownership interest in us will decrease;
|
• |
the amount of cash available for dividends payable on our common shares may decrease;
|
• |
the relative voting strength of each previously outstanding common share may be diminished; and
|
• |
the market price of our common shares may decline.
|
• |
actual basis;
|
• |
as adjusted basis to give effect to the following:
|
• |
Scheduled principal repayments on our outstanding indebtedness consisting of:
|
o |
$3.5 million on our secured credit facilities; and
|
o |
$11.4 million on our lease financing arrangements and leases accounted for under IFRS 16 – Leases.
|
• |
as further adjusted basis to give effect to the issuance and sale of common shares covered by this prospectus supplement. This calculation assumes the issuance and sale of 2,972,652
common shares using an assumed price of $33.64 per share, which is the closing price of our common shares on the NYSE on November 1, 2019, resulting in assumed net proceeds of approximately $97.3 million, after sales commissions and
estimated offering expenses. The actual number of shares issued, and the price at which they are issued, may differ depending on the timing of the sales.
|
As of September 30, 2019
|
||||||||||||
In thousands of U.S. dollars
|
Actual
|
As adjusted
|
As further adjusted
|
|||||||||
Cash
|
$
|
244,480
|
$
|
229,563
|
$
|
326,913
|
(3) | |||||
Current debt:
|
||||||||||||
Current portion of long term debt (1)
|
237,882
|
234,402
|
234,402
|
|||||||||
Finance lease liability (2)
|
116,212
|
110,889
|
110,889
|
|||||||||
Lease liability - IFRS 16
|
69,105
|
62,991
|
62,991
|
|||||||||
Non-current debt:
|
||||||||||||
Long term debt (1)
|
980,118
|
980,118
|
980,118
|
|||||||||
Finance lease liability (2)
|
1,219,163
|
1,219,163
|
1,219,163
|
|||||||||
Lease liability - IFRS 16
|
519,179
|
519,179
|
519,179
|
|||||||||
Total debt
|
$
|
3,141,659
|
$
|
3,126,742
|
$
|
3,126,742
|
||||||
Shareholders' equity:
|
||||||||||||
Share capital
|
645
|
645
|
675
|
|||||||||
Additional paid-in capital
|
2,841,553
|
2,841,553
|
2,938,873
|
|||||||||
Treasury shares
|
(467,056
|
)
|
(467,056
|
)
|
(467,056
|
)
|
||||||
Accumulated deficit
|
(411,088
|
)
|
(411,088
|
)
|
(411,088
|
)
|
||||||
Total shareholders' equity
|
$
|
1,964,054
|
$
|
1,964,054
|
$
|
2,061,404
|
||||||
Total capitalization
|
$
|
5,105,713
|
$
|
5,090,796
|
$
|
5,188,146
|
(1) |
The current portion of long-term debt at September 30, 2019 is net of unamortized deferred financing fees of $1.5 million and the non-current portion of long-term debt is net of
unamortized deferred financing fees of $7.6 million.
|
(2) |
The current portion of the financial lease lability at September 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 $7.5 million. Debt and finance lease liabilities, as adjusted, does not reflect deferred financing fee amortization from October 1, 2019 through October 31, 2019. This
amortization is estimated to be $0.5 million.
|
(3) |
Cash, as adjusted and as further adjusted, does not include the impact of cash flows from operations from October 1, 2019 through November 1, 2019.
|
Name |
Number of Shares |
Percentage Owned (8) |
||||||
Urion Holdings (Malta) Limited
|
5,779,769
|
(1)
|
9.94
|
%
|
||||
Scorpio Bulkers Inc.
|
5,405,405
|
(2)
|
9.30
|
%
|
||||
Wellington Management Group LLP *
|
3,668,061
|
(3)
|
6.31
|
%
|
||||
Emanuele A. Lauro
|
895,520
|
(4)
|
1.54
|
%
|
||||
Robert Bugbee
|
1,065,387
|
(5)
|
1.83
|
%
|
||||
Cameron Mackey
|
701,631
|
(6)
|
1.21
|
%
|
||||
Brian Lee
|
586,603
|
(7)
|
1.01
|
%
|
||||
All other executive officers and directors individually
|
** |
** |
|
(1)
|
This information is derived from a Schedule 13G filed with the Commission on October 4, 2019. The business address of Urion Holdings (Malta) Limited
is Blue Harbour Business Centre, Level 1, Ta’Xbiex Yacht Marina, Ta’Xbiex XBX1027, Malta.
|
(2)
|
This information is derived from a Schedule 13D/A filed with the Commission on October 2, 2019. The business address of Scorpio Bulkers Inc. is 9
Boulevard Charles III, MC 98000 Monaco. The number of shares has been adjusted to account for the one-for-ten reverse stock split of our common shares, which took effect on January 18, 2019.
|
(3)
|
This information is derived from a Schedule 13G/A filed with the Commission on February 12, 2019. The business address of Wellington Management
Company Group LLP is c/o Wellington Management Company LLP, 280 Congress Street, Boston, Massachusetts 02210. The number of shares has been adjusted to account for the one-for-ten reverse stock split of our common shares, which took effect
on January 18, 2019.
|
(4)
|
Includes 779,309 unvested shares of restricted stock issued pursuant to the Plan.
|
(5)
|
Includes 779,309 unvested shares of restricted stock issued pursuant to the Plan, and assuming the full exercise of call options on 250,000 common
shares (for further information, please see our Reports of Foreign Private Issuer on Form 6-K, filed with the Commission on September 26, 2019 and October 2, 2019).
|
(6)
|
Includes 547,878 unvested shares of restricted stock issued pursuant to the Plan.
|
(7)
|
Includes 387,041 unvested shares of restricted stock issued pursuant to the Plan.
|
(8)
|
Percentages based on 58,142,400 common shares outstanding as of November 6, 2019.
|
*
|
Includes certain funds managed thereby.
|
**
|
The executive officers and directors that are not listed in this table each individually own less than 1% of our outstanding common shares.
|
Commission Registration Fee
|
$
|
12,980
|
||
Legal Fees and Expenses
|
$
|
125,000
|
||
Accountants’ Fees and Expenses
|
$
|
100,000
|
||
Miscellaneous Costs
|
$
|
12,020
|
||
Total
|
$
|
250,000
|
• |
Our Annual Report on Form 20-F for the year ended December 31, 2018, filed with
the Commission on March 20, 2019, containing our audited consolidated financial statements for the most recent fiscal year for which those statements have been filed;
|
• |
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;
|
• |
Our Report of Foreign Private Issuer on Form 6-K, filed with the Commission on
September 24, 2019 (announcing the Trafigura Acquisition and the Private Placement, except for the commentary of management therein);
|
• |
Our Report of Foreign Private Issuer on Form 6-K, filed with the Commission on
September 24, 2019 (announcing the Company’s intention to establish a $100 million at the market share issuance program);
|
• |
Our Report of Foreign Private Issuer on Form 6-K, filed with the Commission on
September 24, 2019 (including a description of the Trafigura Acquisition);
|
• |
Our Report of Foreign Private Issuer on Form 6-K, filed with the
Commission on September 24, 2019, containing our Management’s Discussion and Analysis of Financial Condition and Results of Operations and unaudited interim condensed consolidated financial statements and accompanying notes thereto
for the six months ended June 30, 2019;
|
• |
Our Report of Foreign Private Issuer on Form 6-K, filed with the Commission on
September 30, 2019 (announcing the closing of the Trafigura Acquisition and the Private Placement); and
|
• |
Our Report of Foreign Private Issuer on Form 6-K, filed with the Commission
on November 7, 2019 (except for the information under the heading “Conference Call”) (announcing our financial results for the third quarter of 2019).
|
MONACO
|
|
NEW YORK
|
9, Boulevard Charles III, MC 98000 Monaco
Tel: +377-9798-5716
|
|
150 East 58th Street, New York, NY 10155
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.
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our future operating or financial results;
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the strength of world economies and currencies;
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fluctuations in interest rates and foreign exchange rates;
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general market conditions, including the market for our vessels, fluctuations in spot and charter rates and vessel values;
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availability of financing and refinancing;
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our business strategy and other plans and objectives for growth and future operations;
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our ability to successfully employ our vessels;
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planned capital expenditures and availability of capital resources to fund capital expenditures;
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planned, pending or recent acquisitions, business strategy and expected capital spending or operating expenses, including drydocking, surveys, upgrades and insurance costs;
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our ability to realize the expected benefits from acquisitions;
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potential liability from pending or future litigation;
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general domestic and international political conditions;
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potential disruption of shipping routes due to accidents or political events;
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vessel breakdowns and instances of off-hire;
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competition within our industry;
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the supply of and demand for vessels comparable to ours;
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corruption, piracy, militant activities, political instability, terrorism, and ethnic unrest in locations where we may operate;
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delays and cost overruns in construction projects;
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our level of indebtedness;
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our ability to obtain financing and to comply with the restrictive and other covenants in our financing arrangements;
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our need for cash to meet our debt service obligations;
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our levels of operating and maintenance costs, including bunker prices, drydocking and insurance costs;
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our ability to successfully identify, consummate, integrate, and realize the expected benefits from acquisitions, including our acquisition of Navig8 Product Tankers Inc, or NPTI;
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reputational risks;
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availability of skilled workers and the related labor costs and related costs;
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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;
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the International Convention for the Control and Management of Ships' Ballast Water and Sediments (BWM), which will be applicable as of September 2019;
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compliance with governmental, tax, environmental and safety regulation;
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any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 (FCPA) or other applicable regulations relating to bribery;
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general economic conditions and conditions in the oil and natural gas industry;
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effects of new products and new technology in our industry;
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the failure of counterparties to fully perform their contracts with us;
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our dependence on key personnel;
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adequacy of insurance coverage;
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our ability to obtain indemnities from customers;
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changes in laws, treaties or regulations applicable to us;
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the volatility of the price of our common shares and our other securities and other factors that may affect our future results; and
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these factors and other risk factors described in this prospectus and other reports that we furnish or file with the Commission.
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a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction;
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purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account;
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ordinary brokerage transactions and transactions in which a broker solicits purchasers; or
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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.
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enter into transactions involving short sales of our common shares by broker-dealers;
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sell common shares short and deliver the shares to close out short positions;
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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
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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.
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the designation, aggregate principal amount and authorized denominations;
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the issue price, expressed as a percentage of the aggregate principal amount;
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the maturity date;
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the interest rate per annum, if any;
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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;
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any optional or mandatory sinking fund provisions or exchangeability provisions;
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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;
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whether the debt securities will be our senior or subordinated securities;
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whether the debt securities will be our secured or unsecured obligations;
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the applicability and terms of any guarantees;
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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;
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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;
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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;
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any events of default not set forth in this prospectus;
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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;
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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;
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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;
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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;
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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;
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any restrictive covenants or other material terms relating to the debt securities;
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whether the debt securities will be issued in the form of global securities or certificates in registered form;
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any listing on any securities exchange or quotation system;
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additional provisions, if any, related to defeasance and discharge of the debt securities; and
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any other special features of the debt securities.
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our ability to incur either secured or unsecured debt, or both;
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our ability to make certain payments, dividends, redemptions or repurchases;
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our ability to create dividend and other payment restrictions affecting our subsidiaries;
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our ability to make investments;
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mergers and consolidations by us or our subsidiaries;
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sales of assets by us;
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our ability to enter into transactions with affiliates;
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our ability to incur liens; or
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sale and leaseback transactions.
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(1) |
changes the amount of securities whose holders must consent to an amendment, supplement or waiver;
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(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;
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(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;
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(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);
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(5) |
makes the principal of or interest, if any, on any security payable in any currency other than that stated in the security;
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(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
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(7) |
waives a redemption payment with respect to any security or changes any of the provisions with respect to the redemption of any securities;
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default in any payment of interest when due which continues for 30 days;
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default in any payment of principal or premium at maturity;
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default in the deposit of any sinking fund payment when due;
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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;
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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
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events of bankruptcy, insolvency or reorganization.
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$
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(1
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)
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||
Commission Registration Fee
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$ |
*
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||
Printing and Engraving Expenses
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$ |
*
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||
Legal Fees and Expenses
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$ |
*
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||
Accountants' Fees and Expenses
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$ |
*
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||
NYSE Supplemental Listing Fee
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$ |
*
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||
FINRA Fee
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$
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225,500
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||
Blue Sky Fees and Expenses
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$ |
*
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||
Transfer Agent's Fees and Expenses
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$ |
*
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||
Miscellaneous Costs
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$ |
*
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||
Total
|
$ |
*
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(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.
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* |
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.
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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.
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● |
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.
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Monaco
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New York
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9, Boulevard Charles III
Monaco 98000
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150 East 58th Street
New York, New York 10155, USA
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Tel: +377-9798-5716
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Tel: +1 212 542 1616
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