Bruton proposes exchange offer for Andes Tankers II, expanding VLCC fleet

Bruton Limited plans a conditional exchange offer for all shares in Andes Tankers II Ltd., issuing consideration shares to Andes Tankers II shareholders. This move, following a September 11, 2025, press release, is contingent on Bruton completing a private placement, which is not yet launched.

The acquisition would see Bruton adding Andes Tankers II’s two scrubber-fitted VLCC newbuilding contracts at New Times Shipyard, with deliveries in Q3 and Q4 2027. If successful, Bruton’s total VLCCs under construction at New Times Shipyard would reach four, with 10% of newbuilding prices paid on all vessels.

The boards of both companies have agreed to an exchange ratio of 0.806 Bruton consideration shares for each Andes Tankers II share, acknowledging similarities in assets and prospects, while noting Bruton's dual-fuel capabilities and earlier vessel deliveries. This ratio has the full recommendation of the Andes Tankers II board. Key shareholders, representing 83.2% of Andes Tankers II shares, have committed to accepting the offer.

Assuming full acquisition, Bruton expects to issue 11,163,100 shares, bringing its total outstanding shares to 26,763,100 before any further equity issuance mentioned on September 11, 2025. The offer remains valid until October 31, 2025, and is subject to corporate approvals, the successful private placement, shareholder acceptance, and delivery of Andes Tankers II shares.