TIDMGMS
RNS Number : 5130F
Numis Securities Limited
18 May 2017
THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR
PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO,
OR WITHIN AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA,
NEW ZEALAND OR THE UNITED STATES OR ANY OTHER JURISDICTION WHERE
SUCH AN ANNOUNCEMENT WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT
IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE ANY SHARES OR OTHER SECURITIES OF GULF MARINE
SERVICES PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT
THE OF THIS ANNOUNCEMENT.
18 May 2017
Green Investment Commercial Investments LLC, a wholly owned
entity of Gulf Capital Pvt. JSC ("Gulf Capital")
Result of placing of existing ordinary shares in Gulf Marine
Services PLC
Green Investment Commercial Investments LLC, a wholly owned
entity of Gulf Capital Pvt. JSC ("Gulf Capital" or the "Seller")
announces that, subject to completion, it has agreed to sell in
aggregate 60.0 million existing ordinary shares in Gulf Marine
Services PLC (the "Company") at a price of 63 pence per share (the
"Placing"), raising aggregate gross proceeds of approximately
GBP37.8 million. The Company is not a party to the Placing and will
not receive any proceeds from the Placing.
Following completion of the Placing, Gulf Capital will hold in
aggregate 97,019,602 shares in the Company, representing
approximately 27.8% of the issued share capital of the Company.
The Seller has agreed that following completion it and its
affiliates will not, without the Managers' prior consent, dispose
of further ordinary shares in the Company for a period of 90 days
(subject to waiver by the Managers and certain customary
exceptions).
Settlement of the Placing is expected to take place on 22 May
2017, subject to the satisfaction or waiver of certain customary
conditions.
Investec Bank plc ("Investec") and Numis Securities Limited
("Numis") are acting as Joint Bookrunners (together the "Managers")
in connection with the Placing.
This announcement contains inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR"). Upon
the publication of this announcement, this inside information is
now considered to be in the public domain.
For further information, please contact:
Investec Bank plc
(Bookrunner)
Matt Lewis / Chris
Sim / George Price +44 (0)20 7597 5970
Numis Securities Limited
(Bookrunner)
Ben Stoop / Jamie
Loughborough +44 (0)20 7260 1000
Important Notice:
Investec Bank plc ("Investec") is authorised by the Prudential
Regulation Authority (the "PRA") and regulated in the United
Kingdom by the PRA and the Financial Conduct Authority (the "FCA").
Numis Securities Limited ("Numis") is authorised and regulated in
the United Kingdom by the FCA. Each of Investec and Numis is acting
exclusively for the Seller and no one else in connection with the
Placing, and will not regard any other person as its client in
relation to the Placing and will not be responsible to anyone other
than the Seller for providing the protections afforded to its
clients nor for providing advice in relation to the Placing, the
contents of this announcement or any transaction, arrangement or
other matter referred to herein.
Neither this announcement nor the information contained herein
is for publication, distribution or release, in whole or in part,
directly or indirectly, in or into or from the United States
(including its territories and possessions, any State of the United
States and the District of Columbia), Australia, Canada, Japan, New
Zealand, South Africa or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such
jurisdiction. The distribution of this announcement may be
restricted by law in certain jurisdictions and persons who come
into possession of any document or other information referred to
herein should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdictions.
This announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy or subscribe for, the
securities referred to herein to any person in the United States,
Australia, Canada, Japan, New Zealand, South Africa or in any
jurisdiction in which, or to any person to whom, such offer or
solicitation is unlawful.
The securities referred to herein may not be offered or sold,
directly or indirectly, in the United States unless registered
under the United States Securities Act of 1933, as amended (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 securities 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, Japan, New Zealand
or South Africa. There will be no public offer of the Placing
Shares in the United States, Australia, Canada, Japan, New Zealand
or South Africa. Subject to certain exceptions, the Placing Shares
referred to herein may not be offered or sold in Australia, Canada,
Japan, New Zealand or South Africa or to, or for the account or
benefit of, any national, resident or citizen of Australia, Canada,
Japan, New Zealand or South Africa.
This announcement is directed at and is only being distributed
(A) in member states of the European Economic Area, to persons who
are qualified investors within the meaning of Article 2(1)(e) of
the Prospectus Directive (Directive 2003/71/EC as amended
(including amendments by Directive 2010/73/EU) the "Prospectus
Directive"); (B) in the United Kingdom to persons who (i) have
professional experience in matters relating to investments and who
fall within the definition of "investment professionals" in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or, are high net
worth companies, unincorporated associations or partnerships or
trustees of high value trusts as described in Article 49(2) of the
Order; and (ii) are "qualified investors" as defined in section 86
of the Financial Services and Markets Act 2000 (as amended)
("FSMA"); and (C) otherwise, to persons to whom it may otherwise be
lawful to communicate it to (each a "Relevant Person"). No other
person should act or rely on this announcement and persons
distributing this announcement must satisfy themselves that it is
lawful to do so. Any investment or investment activity to which
this announcement relates is available only to Relevant Persons,
and will only be engaged in with such persons. By accepting this
announcement you represent and agree that you are a Relevant
Person.
In connection with the Placing, Investec and Numis and any of
their respective affiliates, acting as investors for their own
accounts, may take up a portion of the Placing Shares in the
Placing as a principal position, and in that capacity may retain,
purchase, sell, offer to sell or otherwise deal for their own
accounts in the Placing Shares and other securities of the Company
or related investments and may offer or sell such Placing Shares or
other investments otherwise than in connection with the Placing.
Accordingly, references in this announcement to the Placing Shares
being offered, acquired, placed or otherwise dealt in should be
read as including any offer, acquisition, placing or dealing in the
Placing Shares by, Investec or Numis and any of their respective
affiliates acting as an investor for their own accounts. In
addition, Investec or Numis or their respective affiliates may
enter into financing arrangements (including swaps) with investors
in connection with which Investec or Numis or their respective
affiliates may from time to time acquire, hold or dispose of
ordinary shares in the Company. Neither Investec or Numis nor any
of their respective affiliates intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
No reliance may be placed, for any purposes whatsoever, on the
information contained in this announcement or on its completeness
and this announcement should not be considered a recommendation by
the Company, the Seller, Investec or Numis or any of their
respective affiliates in relation to any purchase of or
subscription for securities of the Company. No representation or
warranty, express or implied, is given by or on behalf of the
Company, the Seller, Investec or Numis or any of their respective
directors, partners, officers, employees, advisers or any other
persons as to the accuracy, fairness or sufficiency of the
information or opinions contained in this announcement and none of
the information contained in this announcement has been
independently verified. Save in the case of fraud, no liability is
accepted for any errors, omissions or inaccuracies in such
information or opinions.
Forward-looking statements:
Certain statements in this announcement are forward-looking
statements. By their nature, forward-looking statements involve a
number of risks, uncertainties and assumptions that could cause
actual results or events to differ materially from those expressed
or implied by the forward-looking statements. These risks,
uncertainties and assumptions could adversely affect the outcome
and financial consequences of the plans and events described
herein. No one undertakes any obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise. Readers should not place
any undue reliance on forward-looking statements which speak only
as of the date of this announcement. Statements contained in this
announcement regarding past trends or events should not be taken as
representations that such trends or events will continue in the
future.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCEVLBFDEFZBBF
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May 18, 2017 02:01 ET (06:01 GMT)
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