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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”).
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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.
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Statement regarding Possible Offer for Gulf Marine Services PLC (“GMS”)
30 April 2020
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
Seafox International Limited
(“Seafox” or the “Company”)
Statement regarding Possible Offer for Gulf Marine Services PLC (“GMS”)
In light of recent trading and share price volatility in relation to GMS, Seafox announces that it made a non-binding proposal to the Board of GMS on Sunday 26 April 2020 regarding a possible cash offer for the entire issued and to be issued share capital of GMS by a wholly owned subsidiary of Seafox, at a value of US$0.09 per GMS ordinary share (the “Proposal”).
Seafox understands that the Board of GMS is considering the Proposal.
In the event that an offer is made on the same terms as the Proposal or otherwise in USD, Seafox’s intention is to procure that a facility be made available under which GMS Shareholders would be able to elect (subject to the terms and conditions of the facility) to receive cash consideration in GBP (after deduction of any transaction or dealing costs associated with the conversion) at the applicable market exchange rate on the latest practicable date for fixing such rate prior to the relevant payment date. Seafox will use all reasonable endeavours to ensure that any such transaction or dealing costs associated with the conversion are on arm’s-length market terms.
For the purposes of Rule 2.5(a) of the Code, Seafox reserves the right to make an offer on less favourable terms than those set out in this Announcement at any time:
(a) with the agreement or recommendation of the Board of GMS;
(b) if GMS announces, declares, pays or makes a dividend or any other distribution to its shareholders, in which case Seafox reserves the right to make an equivalent reduction in its offer terms;
(c) following announcement by GMS of a whitewash transaction pursuant to the Code; or
(d) if a third party announces a firm intention to make an offer for GMS pursuant to Rule 2.7 of the Code on less favourable terms.
In accordance with Rule 2.6(a) of the Code, Seafox is required, by no later than 5 pm on 28 May 2020, to either announce a firm intention to make an offer for GMS under Rule 2.7 of the Code or announce that it does not intend to make an offer for GMS, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.
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
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.
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.
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.
Disclosure requirements of the Code Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel' s Market Surveillance Unit on +44 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
30-04-2020