Letter from Seafox re Board Composition
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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.
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GMS Tim Summers, Executive Chairman Stephen Kersley, Chief Financial Officer Tony Hunter, Company Secretary
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+44 (0) 207 603 1515
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Brunswick (PR Adviser to GMS) Patrick Handley - UK Will Medvei - UK Jade Mamarbachi - UAE
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+44 (0) 20 7404 5959 +971 (0) 50 600 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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