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
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, 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 IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")
Further to Seafox’s announcement on 30 April 2020 regarding a possible offer for GMS, after careful consideration, Seafox confirms that it does not intend to make an offer for GMS pursuant to Rule 2.7 of the Code.
For the purposes of Rule 2.8 of the Code, Seafox, and any person(s) acting in concert with it, reserve the right to make or participate in an offer or possible offer for GMS (and/or take any other action which would otherwise be restricted under Rule 2.8 of the Code) within 6 months of the date of this announcement:
(a) with the agreement of the board of GMS;
(b) following the announcement of a firm intention to make an offer for GMS by a third party;
(c) following the announcement by GMS of a "whitewash" proposal (for the purposes of Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover; or
(d) if there has been a material change of circumstances (as determined by the Panel on Takeovers and Mergers).
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.
Additional Information This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer 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 this announcement or otherwise.
The release, publication or distribution of this announcement in whole or in part, directly or indirectly, in, into or from certain jurisdictions other than the United Kingdom and the availability of any offer to persons who are not resident in the United Kingdom may be affected by the laws of such jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.
28-05-2020