Seanergy Maritime Holdings announced 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, 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.