NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE UNITED ARAB EMIRATES OR THE UNITED STATES
This announcement is an advertisement and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into the United States, Canada, Japan, the United Arab Emirates or Australia.
For Immediate Release 19 March 2014
Gulf Marine Services PLC
Admission to trading on the London Stock Exchange
Further to its announcement on 14 March 2014, Gulf Marine Services PLC is pleased to announce that its ordinary share capital of 349,527,804 ordinary shares has today been admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities under the ticker "GMS".
Enquiries
Gulf Marine Services PLC Duncan Anderson John Brown |
+971 2 502 8888 |
Joint Global Co-ordinators, Joint Bookrunners and Joint Sponsors |
BofA Merrill Lynch Gordon Morrison Tony White Simon Davy Barclays Bank PLC Makram Azar Mark Astaire Alex de Souza Bertie Whitehead |
+44 (0)20 7628 1000 +44 (0)20 7623 2323 |
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Joint Bookrunner |
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J.P. Morgan Cazenove Alexander Large Charles Pretzlik Virginia Khoo |
+44 (0)20 7742 1000 |
Financial Adviser to the Company |
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Rothschild Adam Young |
+44 (0)20 7280 5000 |
PR Bell Pottinger (London) Philip Dennis Mark Antelme Rollo Crichton-Stuart Lorna Cobbett |
+44 (0)20 7861 3800 |
Bell Pottinger (Abu Dhabi) Archie Berens |
+9 71 55 559 7407 |
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DISCLAIMERS
Investors should not purchase or subscribe for any ordinary shares referred to in this announcement except on the basis of information in the prospectus published by Gulf Marine Services PLC (the "Company") in connection with the admission of the ordinary shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities (the "Prospectus").
This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, the United Arab Emirates or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, ordinary shares to any person in the United States, Australia, Canada, the United Arab Emirates or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
The ordinary shares referred to herein may not be offered or sold in the United States unless registered under the US Securities Act of 1933 (the "US Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act. The offer and sale of ordinary shares referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada, the United Arab Emirates or Japan. Any public offering of securities to be made in the United States will be made by means of a prospectus that that will contain detailed information about the Company and management, as well as financial statements. There will be no public offer of the ordinary shares in the United States, Australia, Canada, the United Arab Emirates or Japan. Subject to certain exceptions, the ordinary shares referred to herein may not be offered or sold in Australia, Canada, the United Arab Emirates or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, the United Arab Emirates or Japan.
Any purchase or subscription of ordinary shares in the IPO of the Company should be made solely on the basis of the information contained in the final Prospectus issued by the Company in connection with the IPO. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.
Barclays Bank PLC, Merrill Lynch International and J.P. Morgan Securities plc, each of which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom and Rothschild which is authorised and regulated by the Financial Conduct Authority, are acting exclusively for the Company and no-one else in connection with the IPO. They will not regard any other person as their respective clients in relation to the IPO and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the IPO, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the IPO, Barclays Bank PLC, Merrill Lynch International, J.P. Morgan Securities plc and Rothschild and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase ordinary shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such ordinary shares and other securities of the Company or related investments in connection with the IPO or otherwise. Accordingly, references in the Prospectus to the ordinary shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Barclays Bank PLC, Merrill Lynch International, J.P. Morgan Securities plc and Rothschild and any of their affiliates acting as investors for their own accounts. In addition, certain of Barclays Bank PLC, Merrill Lynch International, J.P. Morgan Securities plc and Rothschild or their affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of ordinary shares. None of Barclays Bank PLC, Merrill Lynch International, J.P. Morgan Securities plc and Rothschild intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
In connection with the IPO, Merrill Lynch International, as stabilisation manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot ordinary shares or effect other transactions with a view to supporting the market price of the ordinary shares at a higher level than that which might otherwise prevail in the open market. Merrill Lynch International is not required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the ordinary shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on Merrill Lynch International or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the ordinary shares above the offer price. Save as required by law or regulation, neither Merrill Lynch International nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the IPO.
In connection with the IPO, Merrill Lynch International, as stabilisation manager, may, for stabilisation purposes, over-allot ordinary shares up to a maximum of 15 per cent. of the total number of ordinary shares comprised in the IPO. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of ordinary shares effected by it during the stabilisation period, certain existing shareholders of the Company have granted to Merrill Lynch International an option (the "Over-allotment Option") pursuant to which Merrill Lynch International may require such existing shareholders to sell additional ordinary shares up to a maximum of 15 per cent. of the total number of ordinary shares comprised in the IPO (the "Over-allotment Shares") at the offer price. The Over-allotment Option will be exercisable in whole or in part, upon notice by Merrill Lynch International, for 30 calendar days after the commencement of conditional trading of the ordinary shares on the London Stock Exchange. Any Over-allotment Shares sold by Merrill Lynch International will be sold on the same terms and conditions as the ordinary shares being sold or issued in the IPO and will form a single class for all purposes with the other ordinary shares. Save as required by law or regulation, neither Merrill Lynch International nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the IPO.
