Seanergy Maritime Holdings Corp. (the “Company” or “Seanergy”)
(NASDAQ: SHIP) announced today an aggregate of $8.8 million of
buybacks of its securities consisting of:
(i) $8 million of its outstanding convertible
note with 5.5% coupon and a conversion price of $1.20 per share
(the “Note”), pursuant to the terms of the Note, and
(ii) $0.8 million in 4,038,114 warrants at $0.2
per warrant, pursuant to the recently completed tender offer. The
repurchased securities represent approximately 47% of the
outstanding Class E Warrants to purchase an equal number of shares
at an exercise price of $0.524 per share.
Moreover, Seanergy’s Chairman & CEO,
Stamatis Tsantanis, has since August 2022 purchased 300,000 of the
Company’s common shares in the open market.
The Company has also announced today that a
Special General Shareholders Meeting will be held on February 7,
2023,to vote on a reverse stock split of its common shares at a
ratio of not less than 1:8 and not more than 1:12.
Stamatis Tsantanis, the Company’s
Chairman & Chief Executive Officer, stated:
“The additional buybacks we completed recently
are another example of our shareholder rewarding initiatives that
we have implemented successfully over the last 12 months. We have
addressed decisively the legacy overhang on our share price, whilst
generating savings in interest expenses. We continuously
demonstrate our strong commitment to enhancing value for our
shareholders.
“I have also accelerated my own open market
purchases of Seanergy’s shares, with strong confidence in our
Company’s prospects and the industry’s fundamentals, and I intend
to continue demonstrating my support this way going forward.
“Concerning the reverse stock split proposal,
the trading of our shares below or around Nasdaq’s minimum bid
price levels is considered restrictive for certain larger investors
that could otherwise invest in Seanergy. In addition to ensuring
Nasdaq’s listing standards are met, we believe that eliminating
trading uncertainties and consolidating the outstanding number of
our common stock will be very beneficial for our shareholders and
will also increase the investor outreach for our stock attracting
fundamental, longer-term shareholders.
“We are excited to move forward stronger after
addressing share-price related overhang and in conjunction with our
significant recent progress in returning capital to our
shareholders. This is attested by the $35.5 million in securities
repurchases since December 2021, in combination with the $22.5
million in cash dividend distributions since April 2022.”
Buyback of Convertible
Notes
On January 3, 2023, the Company repaid $8.0
million of the Note held by Jelco Delta Holding Corp. (“JDH”) at
its face value, without any prepayment cost or additional
consideration and in accordance with the terms of the Note. Based
on an exercise price of $1.20 per share, the buyback has pre-empted
potential dilution of 6.67 million shares. In addition, considering
that the Note carries a fixed coupon of 5.5% p.a., the Company will
realize annual interest savings of $440,000. There are
approximately $3.2 million currently outstanding under the only
remaining convertible note. Since December 2021, the Company has
repurchased in total $31.95 million of its convertible notes held
by JDH, preempting potential dilution of 26.63 million shares.
Buyback of Class
E Warrants
Pursuant to the Tender Offer that was launched
on November 30, 2022, the Company has bought back 47% of its
outstanding Class E Warrants to purchase 4,038,114 million shares
for a price of $807,623, or $0.20 per warrant. The adjusted
exercise price of the Class E Warrants was $0.524 per share. Since
December 2021, Seanergy has repurchased warrants to purchase
8,323,828 shares. Following these transactions, there are
approximately 4.5 million Class E Warrants outstanding to purchase
an equal number of shares.
Open Market Purchases by the CEO
Seanergy’s Chairman & CEO, Stamatis
Tsantanis, has purchased in January 2023 an additional 250,500 of
the Company’s common shares in the open market. Mr. Tsantanis has
purchased in total 300,000 common shares of Seanergy in the open
market since August 2022.
Summary of Repurchases:
The following table summarizes the Company’s repurchases of its
securities and the price paid per share (including shares
underlying convertible securities) since December 2021:
|
Purchase price |
Price per share |
Shares |
Month Executed |
Warrants |
$1,023,136 |
$0.939** |
4,285,714* |
Dec '21 |
Note 1 |
$200,000 |
$1.20 |
166,666* |
Dec '21 |
Note 3 |
$13,750,000 |
$1.20 |
11,458,333* |
Dec '21 |
Common Shares |
$1,690,916 |
$0.993 |
1,702,103 |
Nov-Dec '21 |
Note 2 |
$5,000,000 |
$1.20 |
4,166,667* |
Jan '22 |
Note 2 |
$5,000,000 |
$1.20 |
4,166,667* |
Mar '22 |
Warrants |
$807,623 |
$0.724*** |
4,038,114* |
Jan '23 |
Note
2 |
$8,000,000 |
$1.20 |
6,666,667* |
Jan '23 |
Total /
Average |
$35,471,675 |
|
36,650,931 |
|
|
|
|
|
|
*Not issued:
shares underlying convertible securities |
**Including $0.70
warrant exercise price per share |
***Including
$0.524 warrant exercise price per share |
|
Special General Meeting of
Shareholders
Seanergy will hold a special general meeting of
shareholders (the “Meeting”) at its executive offices at 154
Vouliagmenis Avenue, 16674 Glyfada, Greece on February 7, 2023, at
6:00 p.m., local time, or 11:00 a.m. Eastern Time to approve a
reverse stock split at a ratio of not less than 1:8 and not more
than 1:12 with the exact ratio to be determined by the Company’s
Board of Directors. Shareholders of record as of the close of
business on January 19, 2023, are eligible to vote at the
Meeting.
The reverse stock split is intended to bring the
Company into compliance with the minimum bid price requirement for
maintaining its listing on the Nasdaq Stock Market.
Additionally, a number of institutional
investors and investment funds are reluctant to invest, and in some
cases may be prohibited from investing, in lower-priced stocks and
brokerage firms are reluctant to recommend lower-priced stocks to
their clients. By effecting a reverse stock split, the Company
believes that it may be able to raise its Common Share price to a
level where its Common Shares could be viewed more favorably by
potential investors. As such, the consolidation of the shares will
prove beneficial for the Company and its shareholders.
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. Upon completion of the recently
announced sale of two Capesize bulkers, the Company's operating
fleet will consist of 16 Capesize vessels with an average age of
11.9 years and an aggregate cargo carrying capacity of
approximately 2,846,965 dwt.
The Company is incorporated in the Republic of
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 Statements
This 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. 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 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 Lampoutis 230 Park Avenue Suite 1536New
York, NY 10169Tel: (212) 661-7566E-mail:
seanergy@capitallink.com
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