Seanergy announced an aggregate of $16.6 million in buyback and elimination of:
(i) two outstanding convertible notes with 5.5% coupon and a conversion price of $1.20 per share (the “Notes”),
(ii) the entire amount of warrants to purchase common shares at an exercise price of $0.70 (the “Warrant”) held by the holder of the Notes and
(iii) buyback of common shares, fully utilizing its previously announced share repurchase plan.
Following the completion of the previously announced repurchase plan, the Board of Directors has authorized an additional repurchase plan (the “Plan”), under which the Company may repurchase up to $10 million of its common shares, convertible notes or warrants.
Notes
The Company will buyback and eliminate the Notes with an aggregate outstanding principal of $13.95 million held by Jelco Delta Holding Corp. (“Jelco”) at their full-face value, without any prepayment cost or additional consideration. The prepayment is expected to take place on December 10, 2021.
Based on an exercise price of $1.20 per share, the buyback will pre-empt potential dilution of 11.63 million shares. In conjunction with the repurchase of the Notes the Company expects to record a non-cash accounting loss of approximately $6.75 million in the fourth quarter of 2021. However, since the Notes carry a fixed coupon of 5.5% p.a., the Company will realise annual interest savings of $767,250 per year. In addition, the prepayment will have a positive impact on the income statement for the subsequent periods through the elimination of non-cash charges of an average of $2.9 million per year.
Warrant
The Company is also buying back from the holder of the Notes their sole outstanding Warrant to purchase 4,285,714 million shares for $1,023,136.
Common Shares
Following the end of the blackout period associated with the issuance of the financial results of the third quarter of 2021 and to-date, the Company has repurchased 1,595,803 of its outstanding common shares at an average price of approximately $0.998 pursuant to its previously-announced share repurchase program.
Stamatis Tsantanis, the Company’s Chairman & Chief Executive Officer, stated:
“As previously communicated to our shareholders, these strategic transactions are aimed to enhance shareholder value, reduce potential dilution from outstanding share-linked instruments and eliminate legacy overhang on our share price. At the same time, we generate significant savings in interest expense.
“The completion of the first phase of our buyback program of common shares, convertible notes and warrants reflects our firm belief that our share price is significantly undervalued. In this context, I have also continued my open market purchases of Seanergy’s shares, which indicates my strong confidence in the Company and its fundamentals.
“Our strong balance sheet coupled with our fleet’s robust cash-flow generating capacity reinforce our Company’s ability to continue on the same path without compromising our solid liquidity position.”
Summary of Repurchases:
The following table summarizes the repurchases of the various instruments:
| Purchase price | Price per share | Shares | |
| Warrants | $1,023,136 | $0.939** | 4,285,714* |
| Note 1 | $200,000 | $1.200 | 166,666* |
| Note 3 | $13,750,000 | $1.200 | 11,458,333* |
| Common Shares | $1,593,150 | $0.998 | 1,595,803 |
| Total / Average | $16,566,286 | $1.118 | 17,506,516 |
*Not issued: shares underlying convertible securities
**Including $0.70 warrant exercise price per share
The Plan
The Company may repurchase common shares in open-market transactions pursuant to Rule 10b-18 of the Securities Exchange Act of 1934, as amended, or pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.
Any repurchases pursuant to the Plan will be made at management’s discretion at prices considered to be attractive and in the best interests of both the Company and its shareholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, applicable securities laws and the Company’s financial performance. The Plan may be suspended, terminated, or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases. The Plan does not obligate the Company to purchase any of its shares, and the Company may repurchase other outstanding securities of the Company, including its outstanding convertible notes, under the Plan. The Board of Directors’ authorization of the Plan is effective immediately and expires on December 31, 2022.