Seanergy Maritime Announces Approval of Listing on the Nasdaq Capital Market and Ex-Distribution Date of June 27, 2022 for Spin-Off of United Maritime Corporation
June 27 2022 - 9:00AM
Seanergy Maritime Holdings Corp. (the “Company” or “Seanergy”)
(NASDAQ: SHIP) announced today that the application of United
Maritime Corporation (“United”) to list its common shares on the
Nasdaq Capital Market has been approved. In addition, the
registration statement on Form 20-F filed by United in connection
with its spin-off from Seanergy has been declared effective by the
U.S. Securities and Exchange Commission (the “SEC”).
Through United, Seanergy intends to effect a
spin-off of the Company’s oldest Capesize vessel, the M/V
Gloriuship. United is expected to adopt a diversified business
model, with investments across various maritime sectors.
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
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”.
Nasdaq has established an ex-distribution date
for the distribution of United common shares of June 27, 2022.
Beginning on that date, Seanergy shares will trade without an
entitlement by the purchaser of such shares to United common shares
distributed in connection with the spin-off. A “when-issued”
trading market in United common shares will not be established, and
United common shares will not begin trading on a standalone basis
until the trading day following the date of 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.
United has filed a registration statement on
Form 20-F pursuant to the Securities Exchange Act of 1934 with the
SEC, which includes a more detailed description of the terms of the
spin-off. A copy of the registration statement on Form 20-F is
available at www.sec.gov.
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 spin-off and the
delivery of the previously announced vessel acquisition, the
Company's operating fleet will consist of 17 Capesize vessels with
an average age of approximately 12 years and aggregate cargo
carrying capacity of approximately 3,020,012 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, and our intention to acquire an additional
Capesize vessel. 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, including the consummation of the Capesize vessel
identified for acquisition; 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 1540New
York, NY 10169Tel: (212) 661-7566E-mail:
seanergy@capitallink.com
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