Exhibit E
Offer to Purchase for Cash
by
SEANERGY MARITIME HOLDINGS CORP.
of all outstanding
Class E Common Share Purchase Warrants at a Purchase Price of $0.20
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 5:00 P.M., EASTERN TIME, ON JANUARY 10, 2023
UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated November 30, 2022 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), in connection with the Offer by Seanergy Maritime Holdings Corp., a Marshall Islands corporation (the “Company”), to purchase all of its outstanding Class E warrants to purchase one common share, par value $0.0001, at a price of $0.20 per warrant, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions of the Offer. Unless the context otherwise requires, all references to warrants shall refer to the Class E warrants of the Company.
The Company will purchase all warrants properly tendered before the Expiration Time (as defined in the Offer to Purchase) and not properly withdrawn at the purchase price, net to the seller in cash, less any applicable withholding tax and without interest, on the terms and subject to the conditions of the Offer. All warrants acquired in the Offer will be acquired at the same purchase price. See Sections 1 and 3 of the Offer to Purchase.
We are the owner of record of warrants held for your account. As such, we are the only ones who can tender your warrants, and then only pursuant to your instructions. We are sending you the Letter of Transmittal for your information only; you cannot use it to tender warrants we hold for your account.
Please instruct us as to whether you wish us to tender any or all of the warrants we hold for your account on the terms and subject to the conditions of the Offer.
Please note the following:
1. | You may tender your warrants at the purchase price of $0.20 per warrant, as indicated in the attached Instruction Form, net to you in cash, less any applicable withholding taxes and without interest. |
2. | The Offer and withdrawal rights period will expire at the end of the day, 5:00 P.M., Eastern Time, on January 10, 2023, unless the Company extends the Offer. |
3. | The Offer is for all outstanding Class E Common Share Purchase Warrants at a purchase price of $0.20. |
4. | Tendering warrantholders who are registered warrantholders or who tender their warrants directly to Continental Stock Transfer & Trust, N.A. will not be obligated to pay any brokerage commissions or fees to the Company or, except as set forth in the Offer to Purchase and the Letter of Transmittal, transfer taxes on the Company’s purchase of warrants under the Offer. |
If you wish to have us tender any or all of your warrants, please so instruct us by completing, executing, detaching and returning to us the attached Instruction Form. If you authorize us to tender your warrants, we will tender all your warrants unless you specify otherwise on the attached Instruction Form.
Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit a tender on your behalf before the Expiration Time of the Offer. Please note that the Offer and withdrawal rights will expire at the end of the day, 5:00 P.M., Eastern Time, on January 10, 2023, unless the Offer is extended.
The Offer is being made solely under the Offer to Purchase and the related Letter of Transmittal and is being made to all record holders of the Company’s Class E warrants. The Offer does not constitute an offer to buy or the solicitation of an offer to sell warrants in any circumstance or jurisdiction in which such offer or solicitation is unlawful. If we become aware of any jurisdiction where the making of the Offer or the acceptance of warrants pursuant thereto is not in compliance with applicable law, we will make a good faith effort to comply with the applicable law where practicable.