TIDMGMS
RNS Number : 0789D
Gulf Marine Services PLC
25 June 2021
FOR IMMEDIATE RELEASE
25 June 2021
Gulf Marine Services plc
("GMS" or the "Company")
Result of Open offer
On 9 June 2021 the Company announced a Placing and Open Offer
(the "Capital Raising") raising gross proceeds of approximately
GBP20.0 million through the issue of 665,926,795 New Ordinary
Shares at an Issue Price of 3 pence per New Ordinary Share.
Seafox International Limited ("Seafox"), Mazrui Investments LLC
("Mazrui") and a third existing institutional investor in the
Company (together with Seafox and Mazrui, the "Committed
Shareholders"), who hold, in aggregate, 44.33 per cent. of the
existing Ordinary Shares currently in issue, irrevocably undertook
to take up their respective entitlements under the Open Offer in
full in respect of, in aggregate, 295,220,633 New Ordinary Shares
(the "Committed Shares"). The remaining 370,706,162 New Ordinary
Shares were placed with Conditional Placees, subject to clawback to
satisfy valid applications by Qualifying Shareholders (save for the
Committed Shareholders) under the Open Offer.
The Open Offer closed for acceptances at 11 a.m. on 24 June
2021. The Company has received valid acceptances from Qualifying
Shareholders (including the Committed Shareholders) under their
basic Open Offer Entitlements in respect of 368,911,281 Open Offer
Shares, representing approximately 55.4 per cent. of the Open Offer
Shares. In addition, the Company has received applications from
Qualifying Shareholders under the Excess Application Facility in
respect of 19,657,807 Open Offer Shares, representing approximately
3.0 per cent. of the Open Offer Shares. Accordingly, Qualifying
Shareholders who have validly applied for Open Offer Shares will
receive their full Open Offer Entitlement. Applications under the
Excess Application Facility will be satisfied in full and in
accordance with the terms set out in the Prospectus.
Excluding the aggregate Open Offer Shares taken up by the
Committed Shareholders, the Company has therefore received valid
acceptances (including under the Excess Application Facility) from
Qualifying Shareholders in respect of 93,348,455 Open Offer Shares,
representing approximately 25.2 per cent. of the Open Offer Shares
(excluding the Committed Shares). Accordingly, Conditional Placees
will receive 74.8 per cent. of their respective initial
allocation.
Application has been made to the Financial Conduct Authority
("FCA") for the New Ordinary Shares to be admitted to the premium
listing segment of the Official List and to the London Stock
Exchange for the New Ordinary Shares to be admitted to trading on
its Main Market for listed securities. It is expected that
Admission will become effective, and that dealings in the New
Ordinary Shares will commence, at 8.00 a.m. on 28 June 2021 (or
such later date as the Company and the Sponsor may agree, being not
later than 8.00 a.m. on 29 June 2021).
The Placing and Open Offer remain conditional, inter alia,
upon:
-- the Resolutions to be proposed at the General Meeting being passed;
-- the Placing Agreement having become unconditional in all
respects, save for the condition relating to Admission, and not
having been terminated in accordance with its terms before
Admission occurs; and
-- Admission having become effective by not later than 8.00 a.m.
on 28 June 2021 (or such later date as the Company and the Sponsor
may agree, being not later than 8.00 a.m. on 29 June 2021).
The Company will announce the results of the General Meeting as
soon as practicable after the meeting concludes. The New Ordinary
Shares when issued will rank, from Admission, pari passu in all
respects with the Existing Shares and will have the right to
receive all dividends and distributions declared in respect of
Shares after Admission.
The total issued share capital of the Company following
Admission will be 1,016,414,582 Ordinary Shares and the total
number of voting rights of the Company will be 1,016,414,582 and
this figure may be used by Shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change in their interest in, the
share capital of the Company under the FCA's Disclosure Guidance
and Transparency Rules.
Defined terms in this announcement bear the same meanings as in
the announcements made by the Company on 9 June 2021.
Enquiries:
Gulf Marine Services plc +44 (0)20 7603 1515
Mansour Al Alami (Executive Chairman)
Panmure Gordon (UK) Limited - Sponsor and
Joint Bookrunner +44 (0)20 7886 2500
Dominic Morley
John Prior
Nicholas Harland
Ailsa MacMaster
Hugh Rich
ENBD Capital - Regional Joint Bookrunner +9714 303 2800
Prasad Chari
Celicourt Communications - public relations
adviser +44 (0)20 8434 2754
Mark Antelme
Philip Dennis
The Company's Legal Entity Identifier is
213800IGS2QE89SAJF77.
www.gmsplc.com
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 as it forms part of
United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018. 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.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS
WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING,
MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR
THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129
AS IT FORMS PART OF THE UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS
REGULATION"); WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN
ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO
WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. 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 BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR
THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE NEW ORDINARY SHARES
ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE NEW
ORDINARY SHARES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
UAE EXEMPT OFFER NOTICE
This announcement has not been reviewed or approved by any
regulatory authority, including the Central Bank of the United Arab
Emirates (the "UAE"), Emirates Securities and Commodities Authority
or any regulatory authority in any free zones established and
operating in the territory of the UAE.
The announcement does not constitute, and is not intended to
constitute, a public offer of securities in the UAE or any free
zones established and operating in the territory of the UAE and
accordingly should not be construed as such. Any securities in any
offering referred to in this announcement are only being offered to
a limited number of qualified investors in the UAE who are willing
and able to conduct an independent investigation of the risks
involved in an investment in such securities. This announcement is
for the use of the named addressee only and should not be given or
shown to any other person (other than employees, agents or
consultants in connection with the addressee's consideration
thereof).
ADGM EXEMPT OFFER NOTICE
This announcement is for distribution only to persons who (a)
are outside the Abu Dhabi Global Market, or (b) are Authorised
Persons or Recognised Bodies (as such terms are defined in the ADGM
Financial Services and Markets Regulations 2015 (" FSMR" )), or (c)
are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of section 18 of the FSMR)
in connection with the issue or sale of any securities may
otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as "relevant persons"
for the purposes of this paragraph). This announcement is directed
only at relevant persons and must not be acted on or relied on by
persons who are not relevant persons. Any investment or investment
activity to which this announcement relates is available only to
relevant persons and will be engaged in only with relevant
persons.
This announcement relates to an Exempt Offer in accordance with
the Market Rules of the ADGM Financial Services Regulatory
Authority (" FSRA" ). This announcement is intended for
distribution only to persons of a type specified in the Market
Rules of the ADGM. It must not be delivered to, or relied on by,
any other person. The FSRA has no responsibility for reviewing or
verifying any prospectus or other documents in connection with this
Offering. The FSRA has not approved this announcement or any other
associated documents nor taken steps to verify the information set
out in this announcement, and has no responsibility for it nor any
offering memorandum. The securities to which this announcement
relates may be illiquid and/or subject to restrictions on their
resale. Prospective purchasers of the securities offered should
conduct their own due diligence on the securities. If you do not
understand the contents of this announcement you should consult an
authorized financial advisor.
DIFC EXEMPT OFFER NOTICE
This announcement is for distribution only to persons who (a)
are outside the Dubai International Financial Centre, or (b) are
persons who meet the Professional Client criteria set out in Rule
2.3.4 of the DFSA Conduct of Business Module (all such persons
together being referred to as " relevant persons" for the purposes
of this paragraph). This announcement is directed only at relevant
persons and must not be acted on or relied on by persons who are
not relevant persons. Any investment or investment activity to
which this announcement relates is available only to relevant
persons and will be engaged in only with relevant persons.
This announcement is intended to provide information about
investments and investment services which are not subject to any
form of regulation or approval by the Dubai Financial Services
Authority (" DFSA "). This announcement relates to an Exempt Offer
of securities in accordance with the Offered Securities Rules of
the DIFC Financial Services Authority (" DFSA" ). This announcement
is intended for distribution only to persons of a type specified in
the Offered Securities Rules of the DFSA. It must not be delivered
to, or relied on by, any other person. The DFSA has no
responsibility for reviewing or verifying any prospectus or other
documents in connection with this CAPITAL RAISING. Accordingly, the
DFSA has not approved this announcement or any other associated
documents nor taken steps to verify the information set out in this
announcement, and has no responsibility for it nor any offering
memorandum. The securities to which this announcement relates may
be illiquid and/or subject to restrictions on their resale.
Prospective purchasers of the securities offered should conduct
their own due diligence on the securities. If you do not understand
the contents of this announcement you should consult an authorized
financial advisor.
NOTICE TO INVESTORS IN THE KINGDOM OF SAUDI ARABIA
This announcement may not be distributed in the Kingdom of Saudi
Arabia ("Saudi Arabia" or the "KSA"), except to such persons as are
permitted under the Rules on the Offer of Securities and Continuing
Obligations (the "Saudi Regulations") issued by the Board of the
Capital Market Authority (the "Capital Market Authority") pursuant
to resolution number 3-123-2017, dated 27 December 2017, based on
the Capital Market Law issued by Royal Decree No. M/30 dated
2/6/1424H (as amended by Resolution of the Board of the Capital
Market Authority number 1-104-2019 dated 30 September 2019G (the
"2019 Saudi Regulations"), and Resolution of the Board of the
Capital Market Authority number 1-7-2021 dated 14 January 2021G
(the "2021 Saudi Regulations"), noting that certain provisions of
the 2021 Saudi Regulations only come into force on 1 January
2022G).
The Capital Market Authority does not make any representation as
to the accuracy or completeness of this announcement, and expressly
disclaims any liability whatsoever for any loss arising from, or
incurred in reliance upon, any part of this announcement.
Prospective purchasers of the securities offered hereby should
conduct their own due diligence on the accuracy of the information
relating to the securities. If a prospective purchaser does not
understand the contents of this announcement, he or she should
consult an authorised financial adviser.
The New Ordinary Shares and the Open Offer Entitlements must not
be advertised, offered or sold and no memorandum, information
circular, brochure or any similar document has or will be
distributed, directly or indirectly, to any person in Saudi Arabia
other than to Sophisticated Investors within the meaning of Article
9 of the 2019 Saudi Regulations.
The Capital Raising in Saudi Arabia shall not, therefore,
constitute a "public offer" pursuant to the Saudi Regulations.
Prospective investors are informed that Article 15 of the 2019
Saudi Regulations (and Article 14 of the 2021 Saudi Regulations)
places restrictions on secondary market activity with respect to
the Shares. Any resale or other transfer, or attempted resale or
other transfer, made other than in compliance with the Saudi
Regulations shall not be recognised.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF
AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE
OR SUBSCRIPTION INTO THE UNITED STATES. THE SECURITIES REFERRED TO
HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO
PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Capital Raising
and/or the issue of the New Ordinary Shares in certain
jurisdictions may be restricted by law. No action has been taken by
the Company, the Joint Bookrunners or any of their respective
affiliates, agents, directors, officers, consultants, partners or
employees ("Representatives") that would permit an offer of the New
Ordinary Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such New
Ordinary Shares in any jurisdiction where action for that purpose
is required. Persons into whose possession this Announcement comes
are required by the Company and the Joint Bookrunners to inform
themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes
only and does not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States, Australia,
Canada, the Republic of South Africa or Japan or any other
jurisdiction in which the same would be unlawful. No public
offering of the New Ordinary Shares is being made in any such
jurisdiction.
The New Ordinary Shares have not been approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Capital Raising or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the New Ordinary Shares; and the New
Ordinary Shares have not been, nor will they be, registered under
or offered in compliance with the securities laws of any state,
province or territory of the United States, Australia, Canada, the
Republic of South Africa or Japan. Accordingly, the New Ordinary
Shares may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into the United States, Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction outside
the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any such action.
By participating in the Bookbuilding Process and the Placing,
each person who is invited to and who chooses to participate in the
Placing (a "Placee") by making an oral, electronic or written and
legally binding offer to acquire Placing Shares will be deemed to
have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the
terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in Appendix III of the Launch Annoucement.
Members of the public are not eligible to take part in the Placing
and no public offering of the Placing Shares is being or will be
made.
This Announcement may contain, or may be deemed to contain,
"forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to
its future financial condition, performance, strategic initiatives,
objectives and results. Forward-looking statements sometimes use
words such as "aim", "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "seek", "may", "could",
"outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances which are beyond the
control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions,
market-related risks such as fluctuations in interest rates and
exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation,
deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the
jurisdictions in which the Company and its affiliates operate, the
effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and
credit, a decline in the Company's credit ratings; the effect of
operational risks; and the loss of key personnel. As a result, the
actual future financial condition, performance and results of the
Company may differ materially from the plans, goals and
expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in
this Announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is
based.
Panmure Gordon is authorised and regulated by the FCA in the
United Kingdom and is acting exclusively for the Company and no one
else in connection with the Capital Raising, and Panmure Gordon
will not be responsible to anyone (including any Placees) other
than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Capital Raising
or any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by the Joint Bookrunners or by any of their
Representatives as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Capital
Raising. The price of shares and any income expected from them may
go down as well as up and investors may not get back the full
amount invested upon disposal of the shares. Past performance is no
guide to future performance, and persons needing advice should
consult an independent financial adviser.
The New Ordinary Shares to be issued pursuant to the Capital
Raising will not be admitted to trading on any stock exchange other
than the main market for listed securities of the London Stock
Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEUSRARARUNUUR
(END) Dow Jones Newswires
June 25, 2021 02:00 ET (06:00 GMT)
Gulf Marine Services (LSE:GMS)
Historical Stock Chart
From Mar 2024 to Apr 2024
Gulf Marine Services (LSE:GMS)
Historical Stock Chart
From Apr 2023 to Apr 2024