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.
6. CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER
I certify that I am not (and that I do not act on behalf of someone who is) resident in any country that renders the accessing of this area of the website or parts thereof illegal.
I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this area of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
I represent and warrant to the Company that I intend to access this area of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.
I agree to be bound by the terms of this notice. I confirm that I am permitted to proceed to this part of the website.
If you are not able to give these confirmations, you should click on 'DECLINE' below to return to our homepage.
HM MOS International and Seafox Group form worlds largest jack-up ASV and support company
• Combined company uniquely positioned for growth, leveraging global reach, in-depth regional market knowledge and extended range of offshore services • Combination of highly complementary operations and versatile assets will increase efficiency and availability to existing and future customers • Consortium of investors eyes further growth and consolidation
Amsterdam 7 November 2014, HM MOS International Limited (parent company of Millennium Offshore Services Superholdings LLC) and Seafox Group (parent company of Seafox Contractors and Workfox), announce that both companies will combine to form the world´s largest offshore jack-up ASV and support company with a global reach spanning Europe, the Middle East & North Africa (MENA), and Asia Pacific Regions. The newly formed company will operate under the brand name Seafox. By joining forces, the Group is uniquely positioned for further growth, combining Millennium Offshore Services’ and Seafox Group´s complimentary regional and fleet operations. The Company offers the largest offshore support jack-up fleet in the world, operating 12 jack-up ASV and offshore support units. End users will benefit from the Group’s geographical spread and in-depth knowledge of the regional markets as they will be serviced by highly experienced local offshore and onshore staff totalling approximately 700 employees. The combined fleet meets all client and statutory regulatory requirements, enabling customers to operate under all conditions whilst remaining cost effective. Seafox will be in an excellent position to meet customers’ current and future needs by having an expanded fleet and services portfolio. The newly formed company has combined EBITDA of approximately USD 200 million with 45% of revenues generated from the European operation, 35% from MENA and 20% from Asia Pacific. The combined backlog of the group as of September 30th, 2014 is USD 777 million, which provides excellent visibility for future revenue, and puts Seafox in a prime position to consolidate its position in the market and provides a robust platform for potential future growth. As part of the transaction, a consortium of investors, consisting primarily of leading investors from the Middle East who are current shareholders in HM MOS International Limited will acquire the majority of shares in Seafox from its current owners, the Cordia and Van der Lely families and NPM Capital. The current shareholders of Seafox Group remain committed through a minority share in the new combination. A new Senior Executive Committee, comprising key members of the existing Millennium Offshore Services and Seafox Group management teams, will be formed, with Robert Duncan becoming Group Chief Executive Officer. Keesjan Cordia, the current CEO of Seafox will retain his executive role in Seafox group during a transitional period, after which he will join the Advisory Board of Seafox. Keesjan Cordia stated: “This combination is a unique growth opportunity for Seafox Group. Over the past few years our organisation has more than tripled in size and established a solid reputation. This transaction is a milestone for Seafox Group and its employees and a testimony to the organisations competence, both on and offshore. I want to thank the entire team including the stakeholders for their commitment and contributions to the success of the company. I am confident that the new consortium of reputable investors together with current Seafox shareholders provides the group with a strong fundament to realize the next phase of growth. Together, we are solidly positioned to support our clients in both the oil & gas and renewable energy industries and to be able to act upon current and future market developments.” Robert Duncan, comments: “We are excited about the opportunities this merger brings for the combined companies and our existing and potential customers. Our jack-up ASV and service operations are greatly complimentary and will instantly increase availability, fleet diversity and flexibility for existing and future customers. This particular market is ready for consolidation and we are delighted to be at the forefront of it. Our balance sheet and investor base provide us with an opportunity to fund further expansion on an opportunistic basis.” For this transaction Seafox Group was advised by KPMG and Loyens & Loeff. HM MOS International was advised by ABN Amro, EFG-Hermes, Goldman Sachs and Freshfields. About Millennium Offshore Services Millennium Offshore Services (MOS) is a leading provider of offshore jack-up accommodation service vessels (“ASVs”) to oil and gas as well as engineering, procurement, installation and commission (“EPIC”) companies operating in the Middle East and North Africa (“MENA”) and Asia-Pacific regions. MOS owns and operates a fleet of seven jack-up ASVs. The Company headquarters is strategically based in the Ajman Free Zone, outside Dubai, in the United Arab Emirates and has five registered offices in Singapore (Singapore), Darwin (Australia), Doha (Qatar), Alexandria (Egypt) and Dili (Timor Leste), as well as a representative office in Abu Dhabi (UAE). MOS also leases a purpose built yard, workshop and storage area in Ajman (UAE), near the Hamriyah Port in Sharjah. About Seafox Group Seafox Contractors is together with Workfox united in the Seafox Group, the proud owner of the Seafox Fleet. Joint operations take place from offices in the Netherlands and the United Kingdom. Seafox Contractors handles all commercial matters in relation to the Seafox Fleet and the temporary living quarters (TLQ’s). Workfox delivers the operational excellence. Founded in 1991, the Seafox Group is a leading provider of offshore support jack-ups across the world. Currently, the Seafox Group owns 5 jack-ups and 45 TLQ’s. All jack-ups are out on full service contracts to respectable customers in the North Sea on short and long term bases.
07-11-2014