Performance Shipping, a global shipping company specializing in the ownership of tankers, announced that its Board of Directors has determined to effect a reverse stock split of the Company’s common shares, par value $0.01 per share, at a ratio of one-for-ten. The Company’s shareholders approved the reverse stock split at the Company’s Special Meeting of Shareholders held on October 29, 2020.
The reverse stock split will take effect, and the Company’s common shares will begin trading on a split-adjusted basis on the Nasdaq Capital Market, as of the opening of trading on November 2, 2020 under the existing trading symbol “PSHG.” The CUSIP number of Y67305 121 will be assigned to the Company’s common shares when the reverse stock split becomes effective.
Commenting on the reverse stock split, Mr. Andreas Michalopoulos, the Company’s Chief Executive Officer, stated:
“The Company is fully committed to maintaining its Nasdaq listing, and the reverse stock split announced today is necessary as the Company was unfortunately left with no other option to regain compliance with Nasdaq’s minimum bid price rule. This reverse stock split is not linked to any equity offering. Over the past fifteen months and despite the challenging COVID-19 pandemic, the Company has successfully completed a significant transformation.”
This transformation has included the following developments:
Exited the container ship sector to focus exclusively on the tanker sector;
Acquired four Aframax tankers;
Chartered one of our tankers for approximately 18 months at $28,000 to a major national oil company;
Simplified its capital structure, leaving only common shares outstanding;
Appointed a new management team and maintained full transparency with all management functions performed in house; and
Initiated a new variable quarterly dividend policy coupled with our specific low leverage target and declared our first dividend.
A detailed presentation articulating the Company’s new business strategy is available on our website at http://www.pshipping.com/for-our-investors. Information contained on our website does not constitute a part of this press release.
Mr. Michalopoulos added:
“We believe the implementation of our new business strategy over the near term will help address our low valuation as evidenced by our equity market capitalization being below our cash on hand and at a deep discount to our net asset value.”
Upon effectiveness of the reverse stock split, every ten of the Company’s issued common shares will be combined into one issued common share, without any change to the par value per share. This will reduce the number of outstanding common shares of the Company from approximately 50.2 million shares to approximately 5.0 million shares.
No fractional shares will be issued in connection with the reverse stock split. Shareholders who would otherwise hold a fraction of a common share of the Company will receive a cash payment in lieu thereof at a price equal to that fraction of a share to which the shareholder would otherwise be entitled multiplied by the closing price of the Company’s common shares on the Nasdaq Capital Market on October 30, 2020.
Shareholders with shares held in book-entry form or through a bank, broker, or other nominee are not required to take any action and will see the impact of the reverse stock split reflected in their accounts on or after November 2, 2020. Such beneficial holders may contact their bank, broker, or nominee for more information.
Shareholders with shares held in certificate form will receive instructions from the Company’s exchange agent, Computershare, for exchanging their stock certificates for a new certificate representing the shares of common stock resulting from the reverse stock split.
Additional information about the reverse stock split can be found in the Company’s proxy statement mailed to shareholders on or around October 1, 2020, a copy of which was furnished to the U.S. Securities and Exchange Commission (the “Commission”) on October 2, 2020 on the Company’s Report of Foreign Private Issuer on Form 6-K and is available on the Commission’s website at www.sec.gov.