Seanergy Maritime Announces Proposed Spin-Off
17 Junho 2022 - 6:00PM
Seanergy Maritime Holdings Corp. (the “Company” or “Seanergy”)
(NASDAQ: SHIP) announced today that it intends to effect a spin-off
of the Company’s oldest Capesize vessel, the M/V Gloriuship,
through a wholly-owned subsidiary. The newly formed subsidiary,
United Maritime Corporation (“United”), will act as the holding
company for the M/V Gloriuship. United has applied to have its
common shares listed on the Nasdaq Capital Market and is expected
to adopt a diversified business model, with investments across
various maritime sectors.
Seanergy is contributing the vessel-owning
subsidiary of the M/V Gloriuship to United and intends to
distribute all the common shares of United pro rata to the
Company’s shareholders of record as of June 28, 2022, which
coincides with the previously-announced record date for Seanergy’s
cash dividend of $0.025 per share for the first quarter of 2022.
The distribution of United common shares is expected to be made on
or around July 5, 2022. United common shares are expected to
commence trading on a standalone basis on the Nasdaq Capital Market
on the first trading day after the date of distribution, under the
ticker “USEA”.
The transaction remains subject to the
registration statement on Form 20-F being declared effective and
the approval of the listing of United’s common shares on the Nasdaq
Capital Market. There can be no assurance that the transaction will
occur or, if it does occur, of its terms or timing.
Stamatis Tsantanis, the Company’s
Chairman & Chief Executive Officer, stated:
“The spin-off of 100% of the common shares of
United Maritime Corporation represents a significant return of
value to our shareholders. Our board of directors believes that the
distribution of shares of a separate, publicly traded shipping
company that will pursue a diversified business model and greater
exposure to different shipping segments will further enhance
shareholder value.”
“Seanergy will continue its successful course as
a pure-play Capesize owner, and we intend to substitute our oldest
vessel, the Gloriuship, with a younger Capesize vessel.”
“At the same time the uninterrupted payment of
cash dividends by Seanergy over the last two quarters is a solid
indication of our stated intention to continue rewarding our
shareholders.”
Seanergy shareholders do not need to take any
action to receive United shares to which they are entitled, and do
not need to pay any consideration or surrender or exchange Seanergy
common shares. Seanergy common shareholders will receive one United
common share for every 118 Seanergy common shares held at the close
of business on June 28, 2022, the record date for the distribution.
Fractional common shares of United will not be distributed.
Instead, the distribution agent will aggregate fractional common
shares into whole shares, sell such whole shares in the open market
at prevailing rates promptly after United’s common shares commence
trading on the Nasdaq Capital Market, and distribute the net cash
proceeds from the sales pro rata to each holder who would otherwise
have been entitled to receive fractional common shares in the
distribution. It is not anticipated that a “when-issued” trading
market in United common shares will be established, and therefore
it is not anticipated that United common shares will begin trading
on a standalone basis until the trading day following the date of
distribution. Shares of Seanergy common stock are expected to trade
with due bills from the record date through and including the date
of the distribution of the United common shares. Accordingly,
Seanergy common shareholders as of the record date must
continuously hold such Seanergy common shares through and including
the distribution date in order to receive common shares of United
in the proposed spin-off. Holders of Seanergy common shares are
encouraged to consult with their financial and tax advisors
regarding the specific implications of the proposed spin-off,
including the implications of trading in Seanergy common shares
prior to the distribution date and the U.S. federal, state and
local or foreign tax consequences, as applicable, of the proposed
spin-off.
United has filed a registration statement on
Form 20-F pursuant to the Securities Exchange Act of 1934 with the
Securities and Exchange Commission, which includes a more detailed
description of the terms of the proposed spin-off transaction. A
copy of the registration statement on Form 20-F is available at
www.sec.gov. The information in the filed registration statement on
Form 20-F is not final and remains subject to change.
About Seanergy
Maritime Holdings
Corp.Seanergy Maritime Holdings Corp. is the only
pure-play Capesize ship-owner publicly listed in the US. Seanergy
provides marine dry bulk transportation services through a modern
fleet of Capesize vessels. The Company’s fleet consists of 17
Capesize vessels with an average age of 12.3 years and aggregate
cargo carrying capacity of 3,011,083 dwt.
The Company is incorporated in the Marshall
Islands and has executive offices in Glyfada, Greece. The Company’s
common shares trade on the Nasdaq Capital Market under the symbol
“SHIP”.
Please visit our company website at:
www.seanergymaritime.com.
Forward-Looking
StatementsThis press release contains
forward-looking statements (as defined in Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended) concerning future
events, including statements regarding the anticipated spin-off of
United, including transaction timing and certainty, the planned
record and distribution dates our and United’s anticipated
competitive positioning and positioning for future success
following the spin-off. Words such as “may”, “should”, “expects”,
“intends”, “plans”, “believes”, “anticipates”, “hopes”, “estimates”
and variations of such words and similar expressions are intended
to identify forward-looking statements. These statements involve
known and unknown risks and are based upon a number of assumptions
and estimates, which are inherently subject to significant
uncertainties and contingencies, many of which are beyond the
control of the Company. Actual results may differ materially from
those expressed or implied by such forward-looking statements.
Factors that could cause actual results to differ materially
include, but are not limited to, the impact of regulatory
requirements or other factors on the Company’s ability to
consummate the proposed spin-off; the Company’s operating or
financial results; the Company’s liquidity, including its ability
to service its indebtedness; competitive factors in the market in
which the Company operates; shipping industry trends, including
charter rates, vessel values and factors affecting vessel supply
and demand; future, pending or recent acquisitions and
dispositions; business strategy, areas of possible expansion or
contraction, and expected capital spending or operating expenses;
risks associated with operations outside the United States; broader
market impacts arising from war (or threatened war) or
international hostilities, such as between Russia and Ukraine;
risks associated with the length and severity of the ongoing novel
coronavirus (COVID-19) outbreak, including its effects on demand
for dry bulk products and the transportation thereof; and other
factors listed from time to time in the Company’s filings with the
SEC, including its most recent annual report on Form 20-F. The
Company’s filings can be obtained free of charge on the SEC’s
website at www.sec.gov. Except to the extent required by law, the
Company expressly disclaims any obligations or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company’s
expectations with respect thereto or any change in events,
conditions or circumstances on which any statement is based.
For further information please contact:
Seanergy Investor RelationsTel: +30 213 0181 522E-mail:
ir@seanergy.gr
Capital Link, Inc.Paul Lampoutis230 Park Avenue Suite 1536New
York, NY 10169Tel: (212) 661-7566E-mail:
seanergy@capitallink.com
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