TIDMGMS
RNS Number : 5048N
Gulf Marine Services PLC
20 May 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE 20 May 2020
Gulf Marine Services PLC
Letters of intent in respect of more than 50% of GMS shares
The Board of Gulf Marine Services PLC ("GMS" or the "Company")
confirms it has received, on 20 May 2020, a letter of intent from
Mazrui Investments LLC ("Mazrui"), covering 44,327,944 GMS shares
(12.65 per cent. of GMS issued share capital) indicating that
Mazrui have no current intention to accept any offer of 10 pence
per share (or $0.09 per share if higher) .
As a result, GMS has now received letters from 14 GMS
shareholders who collectively hold 52.08 per cent. of the Company's
issued share capital, indicating that they have no current
intention to accept any offer on the terms of the Seafox
proposal.
A summary of the letters of intent and details of the relevant
shareholders together with their shareholdings in GMS are set out
in the Appendix of this announcement.
Enquiries:
GMS
Tim Summers, Executive Chairman
Stephen Kersley, Chief Financial
Officer +44 (0) 207 603
Tony Hunter, Company Secretary 1515
Evercore (Sole Financial Adviser
to GMS)
David Waring +44 (0) 20 7653
Edward Banks 6000
--------------------
BofA Securities (Joint Corporate
Broker to GMS)
Thomas Milner +44 (0) 20 7628
Ben Winstanley 1000
--------------------
Investec (Joint Corporate Broker
to GMS)
Chris Sim +44 (0) 20 7597
Henry Reast 5970
--------------------
Brunswick (PR Adviser to GMS) +44 (0) 20 7404
Patrick Handley - UK 5959
Will Medvei - UK +971 (0) 50 600
Jade Mamarbachi - UAE 3829
--------------------
Linklaters LLP has been retained as legal advisers to GMS.
As required under Rule 2.5 of the City Code on Takeovers and
Mergers, GMS confirms this announcement is made without the consent
of Seafox International Limited ("Seafox"). There can be no
certainty that any offer will be made.
PUBLICATION ON WEBSITE
In accordance with Rule 26.1 of the Code, a copy of this
announcement will, subject to certain restrictions relating to
persons resident in restricted jurisdictions, be available at
www.gmsuae.com/offer by no later than 12 noon (London time) on the
business day following the date of this announcement. For the
avoidance of doubt, the content of the website referred to above is
not incorporated into and does not form part of this
announcement.
The person responsible for arranging for the release of this
announcement on behalf of GMS is Tony Hunter, Company
Secretary.
FURTHER INFORMATION
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated by the Financial Conduct Authority in the
UK, is acting exclusively as financial adviser to GMS and no one
else in connection with the matters described in this announcement
and will not be responsible to anyone other than GMS for providing
the protections afforded to clients of Evercore nor for providing
advice in connection with the matters referred to herein. Neither
Evercore nor any of its subsidiaries, branches or affiliates owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Evercore
in connection with this announcement, any statement contained
herein, any offer or otherwise. Apart from the responsibilities and
liabilities, if any, which may be imposed on Evercore by the
Financial Services and Markets Act 2000, or the regulatory regime
established thereunder, or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, neither
Evercore nor any of its affiliates accepts any responsibility or
liability whatsoever for the contents of this announcement, and no
representation, express or implied, is made by it, or purported to
be made on its behalf, in relation to the contents of this
announcement, including its accuracy, completeness or verification
of any other statement made or purported to be made by it, or on
its behalf, in connection with GMS or the matters described in this
document. To the fullest extent permitted by applicable law,
Evercore and its affiliates accordingly disclaim all and any
responsibility or liability whether arising in tort, contract or
otherwise (save as referred to above) which they might otherwise
have in respect of this announcement or any statement contained
herein.
Merrill Lynch International ("BofA Securities"), which is
authorised by the PRA and regulated by the FCA and the PRA in the
United Kingdom, is acting exclusively as corporate broker for GMS
and for no one else and will not be responsible to anyone other
than GMS for providing the protections afforded to its clients or
for providing advice in relation to the matters referred to in this
announcement. Neither BofA Securities, nor any of its affiliates,
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of BofA
Securities in connection with this announcement, any statement
contained herein or otherwise.
Investec Bank plc ("Investec"), which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for GMS and no one else in
relation to the Transaction and/or other matters set out in this
announcement and will not be responsible to anyone other than GMS
for providing the protections afforded to the clients of Investec,
or for providing advice in relation to this announcement, the
contents of this announcement or any matter referred to herein.
Neither Investec nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Investec in connection with this announcement, any statement
contained herein or otherwise.
MAR
The information contained within this announcement is considered
by the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014. Upon the publication
of this announcement via a Regulatory Information Service, this
inside information will be considered to be in the public
domain.
ABOUT GMS
GMS, a company listed on the London Stock Exchange, was founded
in Abu Dhabi in 1977 and has become a world-leading provider of
advanced self-propelled self-elevating support vessels (SESVs). The
fleet serves the oil, gas and renewable energy industries from its
offices in the United Arab Emirates, Saudi Arabia and the United
Kingdom. The Group's assets are capable of serving clients'
requirements across the globe, including those in the Middle East,
South East Asia, West Africa, North America, the Gulf of Mexico and
Europe.
The GMS fleet of 13 SESVs is amongst the youngest in the
industry, with an average age of eight years. The vessels support
GMS's clients in a broad range of offshore oil and gas platform
refurbishment and maintenance activities, well intervention work
and offshore wind turbine maintenance work (which are opex-led
activities), as well as offshore oil and gas platform installation
and decommissioning and offshore wind turbine installation (which
are capex-led activities).
The SESVs are categorised by size - K-Class (Small), S-Class
(Mid) and E-Class (Large) - with these capable of operating in
water depths of 45m to 80m depending on leg length. The vessels are
four-legged and are self-propelled, which means they do not require
tugs or similar support vessels for moves between locations in the
field; this makes them significantly more cost-effective and
time-efficient than conventional offshore support vessels without
self-propulsion. They have a large deck space, crane capacity and
accommodation facilities (for up to 300 people) that can be adapted
to the requirements of the Group's clients.
The Company's Legal Entity Identifier is
213800IGS2QE89SAJF77.
APPIX
SUMMARY OF LETTERS OF INTENT FROM SHAREHOLDERS
AND THEIR RESPECTIVE SHAREHOLDINGS
As of 20 May 2020, the Company has received letters of intent
from the following shareholders:
Number of GMS shares
which the shareholder Percentage of GMS
Name of GMS Shareholder holds issued share capital
Aberforth Partners
LLP* 69,831,569 19.92
----------------------- ----------------------
Mazrui Investments
LLC 44,327,944 12.65
----------------------- ----------------------
Kasamar Holdings 34,378,680 9.81
----------------------- ----------------------
Khaldoun Haj Hasan
(Ithmar Capital Partners) 10,000,000 2.85
----------------------- ----------------------
Faisal Juma Khalfan
Belhoul Alfalasi
(Ithmar Capital Partners) 9,583,000 2.73
----------------------- ----------------------
Noster Capital LLP 3,550,000 1.01
----------------------- ----------------------
Simon Collins 3,029,071 0.86
----------------------- ----------------------
Duncan Anderson 2,013,853 0.57
----------------------- ----------------------
Franklin Templeton
Investments (ME) Ltd. 1,838,938 0.52
----------------------- ----------------------
Gilberto Andara 1,531,868 0.44
----------------------- ----------------------
Andrew Robertson 1,029,689 0.29
----------------------- ----------------------
Mark Preston 621,376 0.18
----------------------- ----------------------
John Petticrew 560,000 0.16
----------------------- ----------------------
Gary Bentinck 247,198 0.07
----------------------- ----------------------
TOTAL 182,543,186 52.08
----------------------- ----------------------
* The number of GMS shares as set out in the table above for
Aberforth Partners LLP includes their interests in 23,449,440 GMS
shares (6.69% of GMS issued share capital) as a result of the
discretionary investment management powers it can exercise over the
funds of its clients. GMS has been notified that The Wellcome Trust
has the right to exercise the voting rights of such GMS shares.
The letters of intent given by the above GMS shareholders
confirm that they have no current intention of accepting an offer
of 10 pence per share (or $0.09 if higher) as set out in the
Seafox's announcement dated 5 May 2020.
These letters of intent are not legally binding and do not
constitute an irrevocable undertaking.
Copies of the letters of intent received from the above GMS
shareholders are available at www.gmsuae.com/offer .
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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