TIDMGMS
RNS Number : 6202Z
Gulf Marine Services PLC
21 September 2020
FOR IMMEDIATE RELEASE 21 September 2020
Gulf Marine Services PLC
('Gulf Marine Services', 'GMS', the 'Company' or the
'Group')
Letter from Seafox re Board Composition
The Company announces that it has received a letter from Seafox
International Limited ("Seafox"), which owns approximately 29.9 per
cent of the Company's shares. Seafox has asked that the Company's
non-executive directors, Mr. Mike Turner (Senior Independent
Director and RemCo Chairman), Mr. David Blewden (Audit Committee
Chairman), Mr Mo Bississo and Dr. Shona Grant, voluntarily step
down from the Board of GMS (the "GMS Board") and that the GMS Board
appoint in their place three UAE-based individuals - Mr. Rashid Al
Jarwan, Mr. Mansour Al Alami and Mr Saeed Mer Abdulla Khoory.
Seafox further stated that if the Company fails to implement its
request by no later than 23 September 2020, it will requisition a
General Meeting of Shareholders (a "General Meeting") to remove Mr.
Turner, Mr. Blewden, Mr. Bississo and Dr. Grant, and to appoint
Seafox's recommended candidates to the GMS Board.
The members of the GMS Board excluding the two Seafox
representatives (for purposes of this announcement, the "Board"),
have met to consider Seafox's letter.
The Board believes it is not in the best interests of the
Company's shareholders for any of the current directors to
resign.
None of the three candidates recommended by Seafox are known to
the Board and it is not currently in a position to assess their
suitability to be directors of a UK listed company or the value
that they might bring to GMS.
As a result of Seafox's actions, the Board believes it now has
no option but to put the plans for the equity capital raise on
hold.
The Company has informed the UK Takeover Panel of Seafox's
proposal, as it believes that these actions evidence an attempt by
Seafox to take control of the Company. In this context, the Board
is seeking clarification from both Mazrui International and Horizon
Group whether or not they support Seafox's proposal in the light of
their voting patterns with Seafox at the 2020 AGM.
The Board has written to Seafox to urge it to reconsider its
proposed actions, which will give rise to a costly and value
destructive exercise and significantly harm the interests of the
Company's other shareholders.
The Company will provide a further update to the market in due
course.
GMS
Tim Summers, Executive Chairman
Stephen Kersley, Chief Financial
Officer +44 (0) 207 603
Tony Hunter, Company Secretary 1515
Brunswick (PR Adviser to GMS) +44 (0) 20 7404
Patrick Handley - UK 5959
Will Medvei - UK +971 (0) 50 600
Jade Mamarbachi - UAE 3829
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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.
The person responsible for arranging for the release of this
announcement on behalf of GMS is Tony Hunter, Company
Secretary.
DISCLAIMER
The content of the Gulf Marine Services PLC website should not
be considered to form a part of or be incorporated into this
announcement.
CAUTIONARY STATEMENT
This announcement includes statements that are forward-looking
in nature. All statements other than statements of historical fact
are capable of interpretation as forward-looking statements. These
statements may generally, but not always, be identified by the use
of words such as 'will', 'should', 'could', 'estimate', 'goals',
'outlook', 'probably', 'project', 'risks', 'schedule', 'seek',
'target', 'expects', 'is expected to', 'aims', 'may', 'objective',
'is likely to', 'intends', 'believes', 'anticipates', 'plans', 'we
see' or similar expressions. By their nature these forward-looking
statements involve numerous assumptions, risks and uncertainties,
both general and specific, as they relate to events and depend on
circumstances that might occur in the future.
Accordingly, the actual results, operations, performance or
achievements of the Company and its subsidiaries may be materially
different from any future results, operations, performance or
achievements expressed or implied by such forward-looking
statements, due to known and unknown risks, uncertainties and other
factors. Neither Gulf Marine Services PLC nor any of its
subsidiaries undertake any obligation to publicly update or revise
any forward-looking statement as a result of new information,
future events or other information. No part of this announcement
constitutes, or shall be taken to constitute, an invitation or
inducement to invest the Company or any other entity, and must not
be relied upon in any way in connection with any investment
decision. All written and oral forward-looking statements
attributable to the Company or to persons acting on the Company's
behalf are expressly qualified in their entirety by the cautionary
statements referred to above.
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 and Saudi Arabia. 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.
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END
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