Navig8 Product Tankers Inc. Reports Results for the Three and Twelve Months Ended December 31, 2016
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND THE DISTRICT OF COLUMBIA) OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
LONDON, Feb. 13, 2017 /PRNewswire/ -- Navig8 Product Tankers Inc. (the "Company") (N-OTC: EIGHT), an international shipping company focused on the transportation of petroleum products, today announced its unaudited financial and operating results for the three and twelve months ended December 31, 2016.
Highlights
- Reported revenue of $30.2 million and net loss of $5.8 million, or $0.14 per share, for the three months ended December 31, 2016.
- Completed Rights Offering in December 2016, raising an aggregate of $30 million.
- Accepted delivery of four newbuilding vessels during the three months ended December 31, 2016, and two vessels in January 2017.
"We are pleased to be nearing the end of our newbuilding program with six vessels delivered since the end of the third quarter and a final vessel scheduled for delivery this quarter," said Nicolas Busch, Chief Executive Officer of Navig8 Product Tankers Inc.
"Despite a soft fourth quarter, product tanker market fundamentals are quite encouraging. There will be significant refinery capacity additions coming online in the near-term in the Middle East, and the product tanker orderbook as a percentage of the global fleet is at a very healthy level. Additionally, lack of capacity in certain crude oil trades is causing owners to switch vessels from the clean to dirty market, effectively removing competition from our primary trades."
Fleet Update
The Company entered into contracts to acquire 30 modern, fuel-efficient newbuilding product tankers. During the second quarter of 2015, the Company entered into an agreement with an unrelated third party to sell three LR2 vessels which were under construction at Sungdong Shipbuilding & Marine Engineering Co, Ltd, Korea, for total sale proceeds of $178.5 million. One of the three vessels was delivered to the buyer in the second quarter of 2015 and the other two vessels were delivered to the buyer in the third quarter of 2015, realizing a total net gain on sale of $24.1 million.
As of the date of this release, 26 of these vessels have been delivered and are in operation. The Company anticipates taking delivery of its final newbuilding vessel in March 2017. Following this last delivery, the Company's vessels will all be deployed in the LR8 and Alpha8 commercial pools, both managed by Navig8 Group.
The Company's fleet comprises:
- Seven 109,999 DWT LR2 product tankers (the "Sungdong Vessels") built at Sungdong Shipbuilding & Marine Engineering Co. ("Sungdong"). The Company took delivery of the final Sungdong vessel in August 2016; all vessels operate in Navig8 Group's Alpha8 pool.
- Eight 113,000 DWT LR2 product tankers (the "CSSC Vessels") built at CSSC Offshore & Marine Engineering (Group) Company Limited ("CSSC Offshore"), formerly known as Guangzhou Shipyard International Company. Seven vessels have now been delivered, including one in the three months ended December 31 2016, and two in January 2017. The Company anticipates taking delivery of the remaining vessel during Q1 2017; all vessels are operating, or due to operate, in Navig8 Group's Alpha8 pool.
- Eight 74,000 DWT LR1 product tankers (the "STX Vessels") built at STX Offshore & Shipbuilding Co., Ltd. ("STX"). The Company took delivery of the final STX vessel in May 2016; all vessels operate in Navig8 Group's LR8 pool.
- Four 74,000 DWT LR1 product tankers (the "SPP Vessels") built at SPP Shipbuilding Co., Ltd ("SPP"). The Company took delivery of the final two SPP vessels during the three months ended December 31, 2016; all vessels operate in Navig8 Group's LR8 pool.
Financing Update
On the 12th of March 2015, the Company entered into a Pool Management Revenue Share Rights Agreement with Navig8 Asia Pte Ltd. and Navig8 Limited. Pursuant to this agreement, the Company agreed to place each of its 27 newbuilding vessels into Navig8 Group's Alpha8 and LR8 Pools upon delivery. The Company receives a 30% share of the net revenues derived from the commercial management of the two pools. In consideration for the Pool Management Revenue Share Rights Agreement, 336,963 shares of common stock of the Company, amounting to $4.1 million, were issued to Navig8 Ltd. at an issuance price of $12.25 per share.
On the 25th of June 2015, the relevant ship-owning subsidiaries of the Company entered into sale and leaseback agreements with CSSC (Hong Kong) Shipping Company Limited ("CSSC") for the CSSC Vessels. The net proceeds from the transactions (after 20% sellers' credits) are expected to amount to $304 million. Under the agreements, the CSSC Vessels are sold to CSSC on their respective deliveries from GSI and immediately chartered back under 10-year bareboat charters. The Company has a purchase obligation to re-acquire the vessels at the end of the charter period, and purchase options to re-acquire during the charter period, with the first option exercisable on the fourth anniversary of each vessel delivery. As of December 31, 2016, seven of these vessels had been sold to CSSC under the terms of the Sale MOA and then delivered back to the Company under bareboat charter. Under the sale and leaseback agreements, CSSC is also providing financing for the pre-delivery instalments for the vessels. These sale and leaseback agreements are treated as financing transactions. As of December 31, 2016, $212.0 million has been drawn down under the facilities, of which $24.0 million relates to pre-delivery instalments.
On the 10th of July 2015, the relevant ship-owning subsidiaries of the Company entered into sale and leaseback agreements with Ocean Yield ASA ("Ocean Yield") for four Sungdong Vessels. The net proceeds from the transactions (after 5% sellers' credits) amounted to $188.1 million. Under the agreements, the four vessels were sold to Ocean Yield on their respective deliveries from Sungdong and immediately chartered back under 13-year bareboat charters. The Company has purchase options to re-acquire the vessels during the charter period, with the first of such option exercisable on the seventh anniversary of each vessel delivery. All four vessels have been delivered to Ocean Yield. Under the sale and leaseback agreements, Ocean Yield also provided financing for the pre-delivery instalments for the vessels. These sale and leaseback agreements are treated as financing transactions. As of December 31, 2016, the Ocean Yield facility is fully drawn down and the pre-delivery financing fully repaid.
On the 10th of November 2015, the relevant ship-owning subsidiaries of the Company announced the closing of a $64.3 million secured commercial loan facility with Credit Agricole Corporate and Investment Bank ("CACIB Facility") for the first two of the Company's eight STX Vessels. The CACIB Facility covers approximately 65% of the contract price of each of these two vessels, which were delivered in November 2015 and January 2016. In January 2016, the Company announced that it had entered into an amended secured commercial loan facility for $128.5 million with CACIB and BNP Paribas to provide additional financing for the third and fourth STX Vessels, which were delivered in January and February 2016. As of December 31, 2016, the CACIB Facility is fully drawn down.
On the 17th of March 2016, the relevant ship-owning subsidiaries of the Company entered into sale and leaseback agreements with China Merchant Bank Financial Leasing ("CMBFL") for two SPP Vessels. The net proceeds from the transactions (after 20% sellers' credits) were $73.6 million. Under the agreements, the two vessels were sold to CMBFL on their respective deliveries from SPP and immediately chartered back under 7-year bareboat charters. The Company has a purchase obligation to re-acquire the vessels at the end of the charter period and a right to re-acquire during the charter period, exercisable following the third anniversary of each vessel delivery. Both vessels have been delivered to CMBFL. Under the sale and leaseback agreements, CMBFL also financed the pre-delivery instalments for the vessels. These sale and leaseback agreements are treated as financing transactions. As of December 31, 2016, the CMBFL facility is fully drawn down and the pre-delivery financing fully repaid.
On the 25th of April 2016, the relevant ship-owning subsidiaries of the Company entered into a $130.3 million senior secured credit facility agreement with Citibank N.A., London Branch and Caixabank, S.A. (the "April 2016 Credit Facility") to provide post-delivery financing for four of the STX Vessels, all of which have been delivered. The April 2016 Credit Facility covers approximately 65% of the contract price of each of these four vessels, which were delivered between March and May 2016. The facility has two separate tranches – a $26.1 million commercial tranche (the "Commercial Tranche") and a $104.2 million tranche insured by Korean Trade Insurance Corporation (the "K-Sure Tranche"). As of December 31, 2016, the April 2016 Credit Facility is fully drawn down.
On the 19th of July 2016, the relevant ship-owning subsidiaries of the Company entered into a $66.0 million senior secured credit facility agreement with ABN AMRO Bank N.V., Singapore Branch (the "ABN Credit Facility") to provide post-delivery financing for two SPP Vessels. The ABN Credit Facility covers approximately 65% of the contract price of the two vessels, which were both delivered in the three months ended December 31, 2016. The facility has two separate tranches – a $13.2 million commercial tranche (the "Commercial Tranche") and a $52.8 million tranche insured by Korea Trade Insurance Corporation (the "K-Sure Tranche"). As of December 31, 2016, the ABN Credit Facility is fully drawn down.
On the 4th of August 2016, the relevant ship-owning subsidiaries of the Company entered into sale and leaseback agreements with Bank of Communications Finance Leasing Co Ltd. ("BoComm Facility") for three Sungdong Vessels. The net proceeds of the transactions (after 20% sellers' credits) amounted to $118.8 million and were in part utilized to repay existing loans used to finance the vessels post-delivery. Under the agreements, the vessels were sold to BoComm on closing and immediately chartered back under 10-year bareboat charters. The Company has a purchase obligation to re-acquire the vessels at the end of the charter period and a right to re-acquire during the charter period, exercisable following the third anniversary of each vessel delivery. These sale and leaseback agreements are treated as financing transactions. As of December 31, 2016, the BoComm Facility is fully drawn down.
The Company announced a $30 million Rights Offering (the "Rights Offering") on November 15, 2016. The Rights Offering was closed in two tranches, on November 23 and December 5 respectively, successfully raising a total capital of $30 million in aggregate. The Rights Offering comprised issuance of 3,000,000 units, or Units, in the Company, each Unit offered at a subscription price of $10 and comprising one new Series A preference share (each with a par value of USD 0.01) and 2.344 new common shares (each with a par value USD 0.01).
Results for the three months ended December 31, 2016
For the three months ended December 31, 2016, the Company reported a net loss of $5.8 million, or $(0.14) per share, compared to the $0.1 million net income for the three months ended December 31, 2015.
Results for the twelve months ended December 31, 2016
For the twelve months ended December 31, 2016, the Company reported a net loss of $5.2 million, or $(0.13) per share, a decrease of $31.8 million from a net income of $26.7 million for the twelve months ended December 31, 2015. Of the $26.7 million net income in 2015, $24.1 million related to the gain on sale of three vessels to an unrelated third party.
Management's Discussion and Analysis of Financial Results
Revenue for the three months ended December 31, 2016 was $30.2 million, compared to $9.1 million for the three months ended December 31, 2015. The total number of vessel operating days for the three months ended December 31, 2016 was 2,110, compared to 1,778 for the three months ended September 30, 2016 and 364 for the three months ended December 31, 2015.
The gross average daily time charter equivalents ("TCE")1 for our owned vessels were $13,205 and $16,153 for the LR1 and LR2 vessels respectively. These rates were achieved over an aggregate of 2,087 operating days. The average daily TCE earned by our 115k DWT LR2 chartered-in tanker in the three months ended December 31, 2016, was $16,445 per day up to redelivery in October 2016 on expiry of the time charter.
Vessel operating expenses across our owned and chartered-in fleet were $13.0 million for the three months ended December 31, 2016, an increase of $6.4 million from the three months ended December 31, 2015 when our fleet was limited to two owned vessels and three chartered-in vessels. Average daily operating expenses were approximately $5,775 for owned vessels.
Depreciation expense for the three months ended December 31, 2016 was $10.5 million, compared $0.5 million for the three months ended December 31, 2015. This is due to an increase in owned vessels from 2 to 24 after commencement of fleet deliveries in November 2015.
General and administrative expenses for the three months ended December 31, 2016 were $2.6 million, an increase of $1.1 million from the three months ended December 31, 2015.
Interest expense for the three months ended December 31, 2016 was $9.9 million, compared to $3.5 million in the three months ended December 31, 2015.
1 Time charter equivalent, a non-US GAAP measure, is vessel revenues less voyage expenses (including bunkers and port charges but excluding pool commission).
About Navig8 Product Tankers Inc.
Navig8 Product Tankers was established in 2013 as a joint venture between the Navig8 Group and DVB Bank to capitalize on anticipated strong supply/demand fundamentals and the accelerating growth of long-haul clean and dirty oil product cargo movements, driven by increasing geographic dislocations between producers and consumers.
As at the date of this release, the Company has taken delivery of twelve LR1 and fourteen LR2 product tanker newbuildings and anticipates taking delivery of its final eco-design LR2 product tanker newbuilding by the end of Q1 2017. The Company's fleet is operating, or contracted to operate, in the Alpha8 and LR8 product tanker pools managed by the Navig8 Group, the world's largest independent pool and commercial management company.
Navig8 Product Tankers is listed on the Norwegian OTC market under the symbol EIGHT.
Visit our website at www.navig8producttankers.com.
| NAVIG8 PRODUCT TANKERS INC AND SUBSIDIARIES |
||
| CHARTERED-IN VESSELS |
Fourth Quarter 2016 |
Third Quarter 2016 |
| 115k DWT LR2 Vessels |
||
| Number of chartered-in vessels on the water at the end of the quarter |
-* |
1 |
| Total operating days |
23 |
92 |
| Average Earnings in $ / day |
16,445 |
19,265 |
| Average Hire in $ / day |
21,856 |
21,857 |
| *The last chartered-in vessel, Captain Spiro, was redelivered in October 2016 |
||
| OWNED VESSELS |
Fourth Quarter 2016 |
Third Quarter 2016 |
| LR1 Vessels |
||
| Number of owned vessels on the water at the end of the quarter |
12 |
10 |
| Total operating days |
1,040 |
855 |
| Average distributed Gross TCE in $ / day |
13,205 |
14,553 |
| Average OPEX in $ / day |
5,776 |
5,360 |
| LR2 Vessels |
||
| Number of owned vessels on the water at the end of the quarter |
12 |
10 |
| Total operating days |
1,047 |
831 |
| Average distributed Gross TCE in $ / day |
16,153 |
19,326 |
| Average OPEX in $ / day |
5,786 |
5,605 |
| NAVIG8 PRODUCT TANKERS INC AND SUBSIDIARIES |
||||
| For the three months ended 31 Dec |
For the twelve months ended 31 Dec |
|||
| All in US$000, unless otherwise stated |
2016 |
2015 |
2016 |
2015 |
| Operating revenue |
||||
| Vessel revenue |
$30,195 |
$9,078 |
$108,201 |
$38,226 |
| Total Operating Revenue |
30,195 |
9,078 |
108,201 |
38,226 |
| Gain on sale of vessels |
- |
3,096 |
- |
24,144 |
| Operating expenses |
||||
| Vessel expenses |
(12,967) |
(6,570) |
(46,711) |
(24,762) |
| Depreciation |
(10,500) |
(466) |
(28,175) |
(466) |
| General and administrative expenses |
(2,600) |
(1,480) |
(8,268) |
(7,020) |
| Total operating expenses |
(26,067) |
(8,516) |
(83,154) |
(32,248) |
| Net operating gain / (loss) |
$4,128 |
$3,658 |
$25,047 |
$30,122 |
| Financial Items |
||||
| Interest income |
18 |
10 |
51 |
119 |
| Interest expense and finance costs |
(9,949) |
(3,528) |
(30,209) |
(3,528) |
| Other financial items |
15 |
2 |
13 |
12 |
| Net financial items |
(9,916) |
(3,516) |
(30,145) |
(3,397) |
| Total Income (loss) before tax |
(5,788) |
142 |
(5,098) |
26,725 |
| Income Tax |
(24) |
(23) |
(74) |
(69) |
| Net income / (loss) |
($5,812) |
$119 |
($5,172) |
$26,656 |
| Earnings per common share: |
||||
| Basic |
($0.14) |
$0.00 |
($0.13) |
$0.67 |
| Diluted |
($0.14) |
$0.00 |
($0.13) |
$0.67 |
| EBITDA: |
||||
| Net income / (loss) |
($,5812) |
$119 |
($5,172) |
$26,656 |
| Depreciation and amortization |
10,500 |
466 |
28,175 |
466 |
| Interest income |
(18) |
(10) |
(51) |
(119) |
| Interest expense |
9,949 |
3,528 |
30,209 |
3,528 |
| Other financial items |
(15) |
(2) |
(13) |
(12) |
| EBITDA |
$14,604 |
$4,101 |
$53,148 |
$30,519 |
| NAVIG8 PRODUCT TANKERS INC AND SUBSIDIARIES |
||
| All in US$000, unless otherwise stated |
As at 31 December 2016 |
As at 31 December 2015 |
| Assets |
||
| Current assets |
||
| Cash and cash equivalents |
$34,276 |
$4,480 |
| Restricted cash |
- |
435 |
| Trade receivables |
19,574 |
6,474 |
| Prepaid expenses and other assets |
7,994 |
10,423 |
| Inventories |
2,986 |
310 |
| Total current assets |
$64,830 |
$22,122 |
| Non-current assets |
||
| Restricted cash |
9,380 |
2,000 |
| Vessels, net |
1,169,121 |
100,886 |
| Vessels under construction |
56,542 |
451,504 |
| Other Assets |
16,438 |
5,004 |
| Total non-current assets |
$1,251,481 |
$559,394 |
| Total assets |
$1,316,311 |
$581,516 |
| Liabilities and shareholders' equity |
||
| Current liabilities |
||
| Current portion of loans |
$79,120 |
$87,754 |
| Accounts payables and accrued expenses |
6,619 |
7,855 |
| Total current liabilities |
$85,739 |
$95,609 |
| Non-current liabilities |
||
| Long term loans, net of unamortised debt issuance cost |
763,940 |
45,400 |
| Other non-current liabilities |
1,497 |
- |
| Total non-current liabilities |
765,437 |
$45,400 |
| Total liabilities |
$851,176 |
$141,009 |
| Preferred stock, $0.01 par value per share; 3,000,000 shares issued |
20,614 |
- |
| Shareholders' equity |
||
| Common stock ($0.01 par value per share; 46,877,945 shares |
469 |
398 |
| Paid-in capital |
424,219 |
415,104 |
| Retained earnings / (deficit) |
19,833 |
25,005 |
| Total shareholders' equity |
$465,135 |
$440,507 |
| Total liabilities and shareholders' equity |
$1,316,311 |
$581,516 |
| NAVIG8 PRODUCT TANKERS INC AND SUBSIDIARIES |
||
| For the twelve months ended 31 December |
||
| All in US$000, unless otherwise stated |
2016 |
2015 |
| Operating activities: |
||
| Net income / (loss) |
($5,172) |
$26,656 |
| Adjustments to reconcile net income to net cash provided by (used in) operating |
||
| Shares issued for services |
1,844 |
1,012 |
| Gain on sale of vessel |
- |
(24,144) |
| Depreciation |
28,175 |
466 |
| Net cost for extinguishment of loans |
(441) |
- |
| Amortisation of debt issuance costs/deferred financing charges |
2,247 |
3,279 |
| Amortisation |
826 |
664 |
| Changes in operating assets and liabilities: |
||
| Trade receivables |
(13,100) |
(2,830) |
| Prepaid expenses and other assets |
(9,829) |
(6,894) |
| Inventories |
(2,675) |
(310) |
| Accounts payables and accrued expenses |
4,413 |
998 |
| Net cash provided by operating activities |
6,288 |
(1,103) |
| Investing activities |
||
| Changes in restricted cash |
(6,945) |
(2,435) |
| Net proceeds from sale of vessels |
- |
102,440 |
| Payments for vessels under construction |
(514,145) |
(340,734) |
| Refund for vessel related deposits |
- |
1,950 |
| Net cash used in investing activities |
(521,090) |
(238,779) |
| Financing activities |
||
| Proceeds from issuance of preferred / common stock, net of expenses |
29,833 |
- |
| Proceeds from loans, net of debt issuance cost |
670,447 |
130,551 |
| Repayment of loans |
(155,682) |
(336) |
| Net cash provided by financing activities |
544,598 |
130,215 |
| Increase (decrease) in cash and cash equivalents |
29,796 |
(109,667) |
| Cash and cash equivalents, beginning of period |
4,480 |
114,147 |
| Cash and cash equivalents, end of period |
$34,276 |
$4,480 |
| Fleet List – as of February 13, 2017 |
|||||
| Name |
DWT |
Yard |
Built |
Status |
|
| Delivered Vessels |
|||||
| 1 |
Navig8 Solidarity |
109,999 |
Sungdong |
Q4 2015 |
Delivered |
| 2 |
Navig8 Stability |
109,999 |
Sungdong |
Q1 2016 |
Delivered |
| 3 |
Navig8 Solace |
109,999 |
Sungdong |
Q1 2016 |
Delivered |
| 4 |
Navig8 Symphony |
109,999 |
Sungdong |
Q1 2016 |
Delivered |
| 5 |
Navig8 Sanctity |
109,999 |
Sungdong |
Q1 2016 |
Delivered |
| 6 |
Navig8 Excel |
74,000 |
STX |
Q4 2015 |
Delivered |
| 7 |
Navig8 Excelsior |
74,000 |
STX |
Q1 2016 |
Delivered |
| 8 |
Navig8 Expedite |
74,000 |
STX |
Q1 2016 |
Delivered |
| 9 |
Navig8 Exceed |
74,000 |
STX |
Q1 2016 |
Delivered |
| 10 |
Navig8 Experience |
74,000 |
STX |
Q1 2016 |
Delivered |
| 11 |
Navig8 Steadfast |
109,999 |
Sungdong |
Q2 2016 |
Delivered |
| 12 |
Navig8 Grace |
113,000 |
CSSC* |
Q2 2016 |
Delivered |
| 13 |
Navig8 Gallantry |
113,000 |
CSSC* |
Q2 2016 |
Delivered |
| 14 |
Navig8 Executive |
74,000 |
STX |
Q2 2016 |
Delivered |
| 15 |
Navig8 Express |
74,000 |
STX |
Q2 2016 |
Delivered |
| 16 |
Navig8 Excellence |
74,000 |
STX |
Q2 2016 |
Delivered |
| 17 |
Navig8 Pride |
74,000 |
SPP |
Q3 2016 |
Delivered |
| 18 |
Navig8 Supreme |
109,999 |
Sungdong |
Q3 2016 |
Delivered |
| 19 |
Navig8 Guard |
113,000 |
CSSC* |
Q3 2016 |
Delivered |
| 21 |
Navig8 Providence |
74,000 |
SPP |
Q3 2016 |
Delivered |
| 20 |
Navig8 Guide |
113,000 |
CSSC* |
Q4 2016 |
Delivered |
| 22 |
Navig8 Precision |
74,000 |
SPP |
Q4 2016 |
Delivered |
| 23 |
Navig8 Prestige |
74,000 |
SPP |
Q4 2016 |
Delivered |
| 24 |
Navig8 Goal |
113,000 |
CSSC* |
Q4 2016 |
Delivered |
| 25 |
Navig8 Gauntlet |
113,000 |
CSSC* |
Q1 2017 |
Delivered |
| 26 |
Navig8 Gladiator |
113,000 |
CSSC* |
Q1 2017 |
Delivered |
| Newbuildings |
|||||
| 1 |
Navig8 Gratitude |
113,000 |
CSSC* |
Q1 2017 |
On order |
| * formerly known as Guangzhou Shipyard International (GSI) |
|||||
Forward-Looking Statements and Distribution
This press release contains forward looking statements. These statements are based upon various assumptions, many of which are based, in turn, upon further assumptions, including Navig8 Product Tankers management's examination of historical operating trends. Although the Company believes that these assumptions were reasonable when made, because assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond its control, Navig8 Product Tankers cannot give assurance that it will achieve or accomplish these expectations, beliefs or intentions.
Important factors that, in the Company's view, could cause actual results to differ materially from those discussed in this press release include the strength of world economies and currencies, general market conditions including fluctuations in charter hire rates and vessel values, changes in demand in the tanker market as a result of changes in OPEC's petroleum production levels and worldwide oil consumption and storage, changes in the Company's operating expenses including bunker prices, dry-docking and insurance costs, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, and other important factors described from time to time in the reports filed by the Company on the Norwegian OTC trading support system.
This communication is not for publication or distribution, directly or indirectly, in or into any state or jurisdiction into which doing so would be unlawful. The distribution of this communication may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes, should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.
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