BofA Merrill Lynch Sale of Shares in Gulf Marine Services PLC (8878T)
January 11 2017 - 2:35AM
UK Regulatory
TIDMGMS
RNS Number : 8878T
BofA Merrill Lynch
11 January 2017
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH IT
WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE
END OF THIS ANNOUNCEMENT.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO
CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE
MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE
IN THE PUBLIC DOMAIN.
SALE OF 12.1 MILLION ORDINARY SHARES IN GULF MARINE SERVICES PLC
("GMS" OR THE "COMPANY")
11 January 2017
Green Investment Commercial Investments LLC, a wholly owned
entity of Gulf Capital Pvt. JSC ("Gulf Capital") announces that
they have agreed the sale by way of private placement to certain
institutional shareholders of the Company of 12.1 million shares in
GMS. The shares represent approximately 3.5% of the Company's
issued share capital.
The sale was made to a small group of institutional investors
looking to increase their positions in the Company. On settlement,
Gulf Capital will hold, in aggregate, 157.0 million shares in GMS,
representing approximately 44.9% of the issued share capital of the
Company. The remaining shares in GMS held by Gulf Capital will be
subject to a lock-up until the release of the Company's 2016 Full
Year results (subject to certain customary exceptions), which can
be waived with the consent of BofA Merrill Lynch and Barclays Bank
PLC.
BofA Merrill Lynch and Barclays Bank PLC acted as managers in
connection with the sale.
Enquiries
BofA Merrill Lynch +44 20 7628 1000
Tony White
Barclays Bank PLC +44 20 7623 2323
Bertie Whitehead
Important notice
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PRIVATE PLACEMENT. THIS ANNOUNCEMENT AND ANY OFFER OF
SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED
AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS
WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E)
OF EU DIRECTIVE 2003/71/EC (AS AMENDED BY DIRECTIVE 2010/73/EU TO
THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE) AND ANY
RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); AND
(2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR
(II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE
PERSONS TO WHOM AN OFFER OF THE SHARES MAY OTHERWISE LAWFULLY BE
MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE
PRIVATE PLACEMENT SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT DOES NOT, AND SHALL NOT, IN ANY CIRCUMSTANCES
CONSTITUTE A PUBLIC OFFERING, NOR AN OFFER TO SELL OR TO SUBSCRIBE
FOR, NOR A SOLICITATION TO OFFER TO PURCHASE OR TO SUBSCRIBE FOR
SECURITIES IN ANY JURISDICTION. THE DISTRIBUTION OF THIS
ANNOUNCEMENT AND THE OFFERING OR SALE OF THE SHARES IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY
THE SELLER OR ANY OF THE MANAGERS OR ANY OF THEIR RESPECTIVE
AFFILIATES THAT WOULD, OR WHICH IS INTENDED TO, PERMIT A PUBLIC
OFFER OF THE SHARES IN ANY JURISDICTION OR POSSESSION OR
DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR
PUBLICITY MATERIAL RELATING TO THE SHARES IN ANY JURISDICTION WHERE
ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION
THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE SELLER AND ANY OF THE
MANAGERS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY APPLICABLE
RESTRICTIONS.
WITH RESPECT TO THE MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
WHICH HAVE IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A "RELEVANT
MEMBER STATE"), NO ACTION HAS BEEN UNDERTAKEN OR WILL BE UNDERTAKEN
TO MAKE AN OFFER TO THE PUBLIC OF THE SHARES SOLD BY THE SELLER
REQUIRING A PUBLICATION OF A PROSPECTUS IN ANY RELEVANT MEMBER
STATE. AS A CONSEQUENCE, THE SHARES MAY ONLY BE OFFERED OR SOLD IN
ANY RELEVANT MEMBER STATE PURSUANT TO AN EXEMPTION UNDER THE
PROSPECTUS DIRECTIVE.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF
ANY OFFER OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR DISPOSE
OF SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR
IN ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS
UNLAWFUL.
THE SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE
US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR
UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. THE
SHARES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS
REGISTERED UNDER THE US SECURITIES ACT OR OFFERED IN A TRANSACTION
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE US SECURITIES ACT AND THE SECURITIES LAWS OF ANY RELEVANT STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC
OFFERING OF THE SHARES IN THE UNITED STATES OR ELSEWHERE.
THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION
OR OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF
THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE
PEIVATE PLACEMENT OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES. NO PROSPECTUS OR OFFERING DOCUMENT HAS BEEN OR WILL
BE PREPARED IN CONNECTION WITH THE PRIVATE PLACEMENT. ANY
INVESTMENT DECISION TO BUY SECURITIES IN THE PRIVATE PLACEMENT MUST
BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION. SUCH
INFORMATION IS NOT THE RESPONSIBILITY OF AND HAS NOT BEEN
INDEPENDENTLY VERIFIED BY THE SELLER OR ANY OF THE MANAGERS OR ANY
OF THEIR RESPECTIVE AFFILIATES.
MERRILL LYNCH INTERNATIONAL AND BARCLAYS BANK PLC ARE AUTHORISED
BY THE PRUDENTIAL REGULATION AUTHORITY ("PRA") AND REGULATED IN THE
UNITED KINGDOM BY THE PRA AND FINANCIAL CONDUCT AUTHORITY, AND ARE
ACTING EXCLUSIVELY FOR THE SELLER IN CONNECTION WITH THE PRIVATE
PLACEMENT AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE
SELLER FOR PROVIDING THE PROTECTIONS OFFERED TO THEIR RESPECTIVE
CLIENTS, NOR FOR PROVIDING ADVICE IN RELATION TO THE PRIVATE
PLACEMENT OR ANY TRANSACTION, MATTER OR ARRANGEMENT REFERRED TO IN
THIS ANNOUNCEMENT.
IN CONNECTION WITH THE OFFERING OF THE SHARES, THE MANAGERS OR
ANY OF THEIR RESPECTIVE AFFILIATES MAY TAKE UP A PORTION OF THE
SHARES AS A PRINCIPAL POSITION AND IN THAT CAPACITY MAY RETAIN,
PURCHASE OR SELL FOR THEIR OWN ACCOUNTS SUCH SECURITIES. IN
ADDITION THEY MAY ENTER INTO FINANCING ARRANGEMENTS AND SWAPS WITH
INVESTORS IN CONNECTION WITH WHICH THEY MAY FROM TIME TO TIME
ACQUIRE, HOLD OR DISPOSE OF THE SHARES. THEY DO NOT INTEND TO
DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS
OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY
OBLIGATION TO DO SO.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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(END) Dow Jones Newswires
January 11, 2017 03:35 ET (08:35 GMT)
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