DISCLAIMER - PLEASE READ THE FOLLOWING NOTICE BEFORE CONTINUING
Possible offer (the “Possible Offer”) for the entire issued and to be issued share capital of Gulf Marine Services PLC (“GMS”) by a wholly owned subsidiary of Seafox International Limited (“Seafox” or the “Company”).
ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THIS INFORMATION. THESE MATERIALS ARE NOT DIRECTED AT, OR TO BE ACCESSED BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.
INFORMATION RELATING TO THE POSSIBLE OFFER IS BEING MADE AVAILABLE ON THIS WEBSITE, ON BEHALF OF THE COMPANY, IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
1. ACCESS TO THE POSSIBLE OFFER Please read this notice carefully – it applies to all persons who view this part of the website and, depending upon who you are and where you live, it may affect your rights. This part of the website contains announcements, documents and information relating to the Company’s Possible Offer (the “Information”). Please note that, should the Possible Offer progress, the information contained on this part of the website as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the website.
For regulatory reasons, the Company must ensure that persons seeking to access this part of the website are made aware of the appropriate regulations for the country which such person is in. To allow you to view the Information, you have to read the following then click the confirmation box below. If you are unable to confirm, please exit this webpage.
2. OVERSEAS JURISDICTIONS Viewing the Information may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person are allowed to view the Information. If you are not permitted to view the Information, or viewing the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the Information, please exit this webpage.
3. BASIS OF ACCESS TO INFORMATION RELATING TO THE POSSIBLE OFFER YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS PART OF THE WEBSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.
The Information is being made available in good faith and for information purposes only. Any person seeking access to this part of the website represents and warrants to the Company that they are doing so for information purposes only. Making further Information available in electronic format is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Possible Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.
Any shareholder action required in connection with the Possible Offer will only be set out in documents sent to or made available to the GMS’ shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
Perella Weinberg UK Limited which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no one else in connection with the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Possible Offer or any other matters referred to in this Announcement.
4. FORWARD-LOOKING STATEMENTS Some of the Information may include statements that are or may be deemed to be “forward-looking statements”. Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which the Company’s group or the combined business of the Company’s group and the Company’s group after completion of any Possible Offer (the “Enlarged Group”) will operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. The forward looking statements contained in this part of the website relate to the Company’s group’s or the Enlarged Group’s future prospects, developments and business strategies, the expected timing and scope of the Possible Offer and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms “can be”, “target”, “expect”, “estimate”, “aims”, “opportunity”, “create”, “represents”, “extends”, “provides”, “enables”, “achieve”, “intends”, “will”, “would”, “could”, “should”, “proposed”, “enhancing” or “believe” or their negatives or other variations or comparable terminology. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors. The Company, nor any of its respective associates or directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this part of the website will actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements.
Each forward looking statement speaks only at the date the relevant document containing such statement was made available in this part of the website.
5. RESPONSIBILITY The directors of the Company (the “Directors”) accept responsibility for the Information, other than that relating to the GMS or other members of the GMS group. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.
None of the Directors, the Company or its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
Subject to any continuing obligations under applicable law, the City Code on Takeovers and Mergers or any relevant listing rules, the Company expressly disclaims any obligation to disseminate, after the date of the posting of the Information, any updates or revisions to any statements in the Possible Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
Neither the Company, nor any of its respective advisers, associates, Directors or officers undertakes any obligation to update publicly, expressly disclaim or revise the Information, whether as a result of new information, future events or otherwise, except to the extent legally required.
THE INFORMATION RELATING TO THE POSSIBLE OFFER THAT IS CONTAINED IN THIS PART OF THE WEBSITE MAY NOT BE DOWNLOADED BY ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS. THIS NOTICE SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, ENGLISH LAW.
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Further Statement regarding Possible Offer for Gulf Marine Services PLC. (“GMS”)
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 capital1.
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.
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1 Based on 350,487,787 GMS shares in issue as at close of business on 29 April 2020 as announced by GMS on 30 April 2020.
05-05-2020