Scorpio Tankers : $300M 2030 Senior Unsecured Bonds Registration Statement
STNG
Published on 06/06/2025 at 10:09
The information in this registration document (the "Registration Document") relates to the listing of bonds with a face value of USD 125,000 each (the "Bonds") issued on 30 January 2025 by Scorpio Tankers Inc. (the "Issuer", taken together with its consolidated subsidiaries, the "Group").
For the definitions of capitalised terms used throughout this Registration Document, see Section 8 "Definitions". Investing in the Bonds involves risks; see Section 1 "Risk Factors" beginning on page 4.
5 June 2025
This Registration Document is valid for a period of up to 12 months following its approval by the Financial Supervisory Authority of Norway (Norwegian: Finanstilsynet) (the "Norwegian FSA"). This Registration Document should be read together with the Securities Note dated 5 June 2025 (the "Securities Note"), which together with this Registration Document make up a prospectus (the "Prospectus").
The Prospectus has been prepared in order to provide information about the Issuer and its business in relation to the Listing of the Bonds and to comply with the Norwegian Securities Trading Act of 29 June 2007 no. 75 (as amended from time to time, the "Norwegian Securities Trading Act") and related secondary legislation, including Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2014/71/EC, as amended and as implemented in Norway under Section 7-1 of the Norwegian Securities Trading Act (the "EU Prospectus Regulation"). The Prospectus has been prepared solely in the English language. Prospective investors must make their own assessment as to the suitability of investing in the Bonds.
Only the Issuer, Arctic Securities AS, DNB Carnegie, a part of DNB Bank ASA and Pareto Securities AS (the "Joint Global Coordinators and Joint Bookrunners") and Clarksons Securities AS, Crédit Agricole Corporate and Investment Bank and Nordea Bank Abp, filial i Norge (the "Joint Lead Managers", together with the Joint Global Coordinators and Joint Bookrunners the
«Managers») may procure information about conditions described in this Registration Document. Information procured by any other person is of no relevance in relation to this Registration Document and cannot be relied on.
The Managers and/or affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Registration Document and may perform or seek to perform financial advisory or banking services related to such instruments. The Managers' corporate finance departments may act as manager or co-manager for the Issuer in private and/or public placement and/or resale not publicly available or commonly known.
Unless otherwise stated, this Registration Document is subject to Norwegian law. In the event of any dispute regarding this Registration Document, Norwegian law will apply.
In certain other jurisdictions, the distribution of this Registration Document may be limited by law, for example, in Canada, Japan, and in the United Kingdom. Verification and approval of this Registration Document by the Norwegian FSA implies that this Registration Document may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute this Registration Document in any jurisdiction where such action is required. Persons that receive this Registration Document are ordered by the Issuer and the Joint Lead Managers to obtain information on and comply with such restrictions.
Copies of this Registration Document are not being mailed or otherwise distributed or sent in or into or made available in the United States other than on the Issuer's web page. Persons receiving this document (including custodians, nominees, and trustees) must not distribute or send such documents or any related documents in or into the United States.
Other than in compliance with applicable United States securities laws, no offers or sales of securities are being made or will be made, directly or indirectly, in the United States. The Bonds will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This Registration Document is not an offer to sell or a request to buy bonds. The content of this Registration Document does not make up legal, financial, or tax advice. Bondholders should seek their own legal, financial, and/or tax advice.
Copies of this Registration Document can be obtained by contacting the Issuer.
Section Page
RISK FACTORS 4
RISKS RELATED TO THE GROUP'S INDUSTRY 4
RISKS RELATED TO THE ISSUER AND THE GROUP 8
PERSONS RESPONSIBLE 17
Persons responsible for the information 17
Declaration by persons responsible 17
BUSINESS OVERVIEW 18
Introduction 18
History and Development 18
The Group's Business 19
Related Party Transactions 25
FINANCIAL INFORMATION CONCERNING THE GROUP'S ASSETS AND LIABILITIES, FINANCIAL
POSITION AND PROFITS AND LOSSES 26
Introduction 26
Legal and Arbitration Proceedings 26
Recent Developments 26
Significant Change in the Issuer's Financial Position 27
Trend Information 27
THE BOARD OF DIRECTORS, EXECUTIVE MANAGEMENT AND SUPERVISORY BODIES 28
Overview 28
Board of Directors 28
Executive Management 29
Audit Committee 29
Disclosure of Conflicts of Interests 30
Corporate Governance 30
INFORMATION ABOUT THE ISSUER 31
Incorporation; Registration Number; Registered Office and Other Company Information
. 31
Organisational Structure 31
The Issuers Shares 32
Major Shareholders 32
ADDITIONAL INFORMATION 33
Independent Auditors 33
Legal Advisors 33
The approval of this Registration Document by the Norwegian Financial Supervisory Authority 33
Documents on Display 33
Incorporation by reference - Cross Reference Table 34
DEFINITIONS 35
The information in this Section is as of the date of this Registration Document.
Investing in the Bonds involves a high degree of risk. Prospective investors should consider carefully all of the information set forth in this Registration Document, and in particular, the specific risk factors set out below. An investment in the Bonds is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of the investment. If any of the risks described below materialize, individually or together with other circumstances, they may have a material adverse effect on the Group and its business, financial condition, results of operations, cash flow and/or prospects, which may cause a decline in the value and trading price of the Bonds that could result in a loss of all or part of any investment. The risks and uncertainties described below are not intended to be exhaustive and are not the only ones faced by the Group. Additional risks and uncertainties, including risks that the Group currently believes are less material or likely, or that are not presently known to the Group, may also have a material adverse effect on the value of any investment.
The risk factors described below are presented in a limited number of categories, where each risk factor is sought placed in the most appropriate category based on the nature of the risk it represents. Within each category the risk factors deemed most material for the Group, taking into account their potential negative effect for the Issuer and the Group and the probability of their occurrence, are set out first. This does not mean that the remaining risk factors are ranked in order of their materiality or comprehensibility, nor based on a probability of their occurrence. The absence of negative experience associated with a given risk factor does not mean that the risks and uncertainties in that risk factor are not genuine and potential threats, and they should therefore be considered prior to making an investment decision.
Please also refer to the Securities Note for a listing of specific risk factors related to the Bonds.
The tanker industry is both cyclical and volatile in terms of changes in charter rates and profitability. Historically there has been a strong link between the development of the world economy and demand for energy, including oil and gas. In the past, declines in global economic activity significantly reduced the level of demand for the Group's vessels. Several other factors can lead to fluctuations in charter rates and profitability:
Geopolitical conflicts, such as those in Ukraine and the Middle East, can disrupt energy production and trade patterns, thereby affecting tanker rates and the Group's ability to charter its vessels profitably.
Demand for tanker capacity is influenced by the availability of energy resources, shifts to alternative energy sources, regional refining capacity, strategic oil inventories, and global economic and political conditions. Supply factors include new vessel orders, technological advancements, shipyard capacity, financing availability, scrapping rates, and regulatory changes.
The supply of tanker capacity is affected by demand for tankers, the supply and demand for energy resources like oil and petroleum, newbuild orders and deliveries, modernization of tankers, the rate of scrapping or recycling of older vessels, steel prices, and changes in government and industry environmental regulations that may limit the useful lives of tankers.
The Issuer anticipates ongoing volatility in market rates for its vessels, which could impact the Group's liquidity in the short and medium term. These elements are beyond the Issuer's control, making it challenging to predict industry conditions accurately. Declines in charter rates and profitability due to the above-mentioned factors could have an adverse material impact on the Group's performance, operations, cash flow, and financial position.
Disclaimer
Scorpio Tankers Inc. published this content on June 06, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on June 06, 2025 at 14:08 UTC.