Gulf Marine Services PLC
('Gulf Marine Services', 'GMS', the 'Company' or the 'Group')
Notice of Requisition of General Meeting
Gulf Marine Services (LSE: GMS), the leading provider of advanced self-propelled self-elevating support vessels (SESVs) serving the offshore oil, gas and renewable energy sectors, provides the following update.
The Company announces that on 30 January 2019, it received a letter from Seafox International Limited ("Seafox"), a competitor of GMS which holds c.13.7 per cent. of the Company's issued share capital, seeking to requisition a general meeting of the Company's shareholders pursuant to section 303 of the Companies Act 2006 (the "Act").
The letter proposes resolutions that seek the removal of Simon Heale as director and Chairman of the Board of GMS, the appointment of Andrew Knight as director and Chairman of the Board of GMS and the appointments of Abdullah Mazrui and Hisham Halbouny as new non-executive directors (the "Resolutions").
The Board of Directors commented:
"The Board is, as previously indicated in its announcement dated 23 January 2019, committed to maintaining a dialogue with all of its shareholders so that their views on the future direction of the Company are fully understood and assimilated into the decision making process of the Board.
"The discussions between the Company and representatives of Seafox were active and ongoing immediately prior to the release of their announcement yesterday. The Board has sought to have a constructive dialogue with Seafox whilst taking into consideration that Seafox are an active competitor of GMS. As a result of this dynamic, the Board continues to be focused on ensuring the interests of all shareholders are served by any changes to the composition of the Board. It is therefore very disappointing that Seafox has unilaterally decided to announce its decision to requisition a General Meeting to appoint three representatives. The Board believes such appointments would be disproportionate given the size of their interest and competitive position. As a consequence, it is deeply concerned that the interests of the other shareholders will be potentially disadvantaged by this opportunistic action."
The Board of Directors intends to comply with its obligations in accordance with section 304 of the Act which require it to call a general meeting with 21 days of a valid requisition and to hold such general meeting on a date not more than 28 days after the date of the notice convening such general meeting.
Shareholders are advised to take no action at this time. Further announcements will be made in due course.
- Ends -
This announcement contains inside information and is provided in accordance with the requirements of Article 17 of the EU Market Abuse Regulation.
John Brown
Company Secretary (responsible for arranging the release of this announcement)
Gulf Marine Services PLC
31 January 2019
Enquiries
For further information please contact:
Gulf Marine Services PLC Duncan Anderson John Brown Tel: +971 (2) 5028888 Anne Toomey Tel: +44 (0) 1296 622736 |
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Brunswick Patrick Handley - UK Will Medvei - UK Tel: +44 (0) 20 7404 5959 Jade Mamarbachi - UAE Tel: +971 (0) 50 600 3829 |
Notes to Editors:
Gulf Marine Services PLC, a company listed on the London Stock Exchange, was founded in Abu Dhabi in 1977 and has become the world's 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, Saudi Arabia and the United Kingdom. The Group's assets are capable of serving clients' requirements across the globe, including those in the Middle East, South East Asia, West Africa and Europe.
The GMS core fleet of 13 SESVs is amongst the youngest in the industry, with an average age of eight years. The vessels support GMS' 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 - Small, Mid-Size and Large Class - 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. In addition, an innovative well workover cantilever system commissioned on a Large Class SESV in 2017 allows GMS to increase the well intervention activities carried out from the vessel and to supplant higher cost non-propelled drilling rigs.
Gulf Marine Services PLC's Legal Entity Identifier is 213800IGS2QE89SAJF77
www.gmsuae.com
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.
