TIDMGMS
RNS Number : 0166M
Seafox International Limited
05 May 2020
PRESS RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER
UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE") AND THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE
MADE.
FOR IMMEDIATE RELEASE
5 May 2020
Seafox International Limited
("Seafox")
Further statement regarding Possible Offer for Gulf Marine
Services plc ("GMS" or the "Company")
Seafox announces that it has today purchased 9,388,689 GMS
shares on market at a price of 10 pence per share and is making a
"no increase" statement.
Consequently, any firm offer for GMS shares in accordance with
Rule 2.7 of the Code, if made, will be at a price of either 10
pence per share or US$0.09 per share, depending upon which is
higher based on the prevailing exchange rate at the time of any
such firm offer.
Seafox noted GMS's rejection of Seafox's original proposal and
hopes that the GMS board will re-consider their rejection in light
of this significant increase (amounting to an approximately 38%
increase from Seafox's initial proposal (based on yesterday's
closing middle market exchange rate)).
An offer at 10 pence per GMS share would, if made, represent a
premium of approximately:
(a) 257% to the closing price of a GMS share on 24 April 2020
(being the last dealing day prior to Seafox's approach to GMS);
(b) 166% to the closing price of a GMS share on 29 April 2020
(being the last dealing day before GMS entered an offer period);
and
(c) 100% to the closing price of GMS shares on 4 May 2020 (the
last dealing day prior to the date of this announcement).
This announcement amounts to a "no increase" statement in
accordance with the City Code.
Together with its holding of 48,066,480 GMS shares, Seafox now
owns 57,455,169 GMS shares amounting to 16.39 per cent of the
issued GMS share capital.
A further announcement will be made if and when appropriate.
Enquiries:
Perella Weinberg UK Limited (Financial adviser
to Seafox)
Matthew Smith +44 207 268 2800
Numis Securities Limited (Corporate broker
to Seafox)
John Prior +44 207 260 1000
About Seafox
Seafox is a leading global offshore jack-up company, providing
services to support the oil & gas and renewable industry.
Seafox owns and exclusively manages eleven self-elevating jack-up
units. Seafox's customers benefit from its wealth of experience in
accommodation & crane support, well testing & workover,
transport & installation and decommissioning. Furthermore,
Seafox offers temporary accommodation units for offshore locations
and on board vessels.
Website publication
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be published on the Company's website at
www.Seafox.com promptly and by no later than 12 noon (London time)
on the business day following this announcement. The content of
this website is not incorporated in, and does not form part of,
this announcement .
Definitions, bases of calculation and sources of information
The closing prices for GMS ordinary shares are the closing
middle market quotations derived from Bloomberg.
The premiums calculations to the price per GMS Share used in
this announcement have been calculated by reference to the closing
price on 24 April 2020, 29 April 2020 and 4 May 2020 (being
respectively the last dealing days before the date Seafox
approached GMS, the date GMS entered an offer period and the last
dealing day prior to the date of this announcement) of 2.8 pence,
3.755 pence and 5 pence respectively.
The exchange rate used in calculations is 1 GBP : 1.2433 USD,
being the closing middle market exchange rate quoted by Bloomberg
on 4 May 2020, the last dealing day before the date of this
announcement
Important information
Perella Weinberg UK Limited which is authorised and regulated by
the FCA in the UK, is acting exclusively for Seafox and no one else
in connection with the Acquisition and will not be responsible to
anyone other than Seafox for providing the protections afforded to
its clients or for providing advice in relation to the Acquisition
or any other matters referred to in this Announcement.
Numis Securities Limited which is authorised and regulated by
the FCA in the UK, is acting exclusively as broker to Seafox and no
one else in connection with the Acquisition and will not be
responsible to anyone other than Seafox for providing the
protections afforded to its clients or for providing advice in
connection with the Acquisition and will not regard any other
person as its client in relation to the Acquisition, the contents
of this Announcement or any matter or arrangement referred to in
this Announcement.
This Announcement is not intended to, and does not, constitute
or form part of any offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the offer or otherwise. The release,
publication or distribution of this Announcement in whole or in
part, directly or indirectly, in, into or from certain
jurisdictions may be restricted by law and therefore persons in
such jurisdictions should inform themselves about and observe such
restrictions.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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