RNS Number : 0596O

Gulf Marine Services PLC

07 June 2022

         FOR IMMEDIATE RELEASE           7 June 2022 

Gulf Marine Services PLC

('Gulf Marine Services', 'GMS', 'the Company' or 'the Group')


The Company advises that the 2021 Annual Report, the Notice of the 2022 Annual General Meeting and Proxy Form are being made available to Shareholders electronically today, 7 June 2022. The 2021 Annual Report (in pdf and ESEF compliant format), and the Notice of 2022 Annual General Meeting will be available shortly on the Company's website at www.gmsplc.com .

In accordance with LR 9.6.1, copies of the above documents have also been submitted to the FCA's National Storage Mechanism and will shortly be available for inspection on the National Storage Mechanism's website, https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

In accordance with Disclosure Guidance and Transparency Rule 6.3.5, additional information is set out in the appendices to this announcement. This information is extracted from the 2021 Annual Report. The appendices should be read in conjunction with the Company's Full Year 2021 Results Announcement , issued at 07:00 on 13 May 2022, RNS Number 4144L . This material is not a substitute for reading the full 2021 Annual Report.

Mailing of the 2021 Annual Report , Notice of the 2022 Annual General Meeting and Proxy Form to Shareholders will commence shortly.

The Company will hold its Annual General Meeting (the 'AGM') at 2:30p.m (UAE time) on Thursday, 30 June 2022. Further details are included in the Notice of the AGM. In light of the continued unpredictability caused by the COVID-19 Pandemic, as set out in the notice of AGM, the Board is planning to hold the AGM with the minimum attendance required to form a quorum. As such, the Board expects only one Director and another Company-designated shareholder representative to be in attendance at the venue for quorum purposes in order to conduct the business of the meeting Shareholders are therefore encouraged to cast their votes by proxy appointing the Chairman of the meeting as proxy to vote on their behalf.

In light of this, the AGM arrangements will be as set out below:

-- The Company expects only one Director and another GMS designated Shareholder representative to be in attendance at the venue for quorum purposes to conduct the business of the meeting.

   --    No other Directors are expected to be present in person. 
   --    There will be no update on trading or other management statements given at the AGM. 

-- Shareholders are encouraged to submit questions about the business of the AGM in advance of the meeting by email ( cosec@gmsplc.com ) and, in so far as relevant to the business of the meeting, questions will be responded to by email and taken into account as appropriate at the meeting itself.

-- Voting at the AGM will be by way of a poll so that all the votes cast in advance by Shareholders appointing the Chairman of the Meeting as their proxy to vote on their behalf, can be taken into account. Shareholders have one vote for each ordinary share held when voting on a poll and this procedure ensures that every vote can be cast.

   --    The results of the AGM will be announced as soon as practical after it has taken place. 

Shareholders wishing to vote on any of the matters of business at the AGM are therefore strongly encouraged to:

1. Submit their votes (as soon as possible) in advance of the meeting and in any case, by 11.30 a.m. (UK time) on 28 June 2022 through the proxy and electronic voting facilities and to appoint the Chairman of the meeting as their proxy for this purpose.

2. Submit any questions in connection with the business of the meeting in advance to the Company Secretary at cosec@gmsplc.com .

3. Look out for any updates in connection with the arrangements for the AGM via RNS and on the Company's website.

Appointment of KPMG as external auditor of the Company.

At each meeting at which the Company's accounts are presented to its members, the Company is required to appoint an external auditor to serve until the next such meeting. The Board, on the recommendation of its Audit and Risk Committee, recommends the appointment of KPMG as external auditor, having been selected as such on the recommendation of the Audit and Risk Committee following the audit tender set out on page 51 in the Report and Accounts. KPMG will replace Deloitte LLP as the Company's auditor with effect from the end of this meeting. Deloitte LLP did not participate in the audit tender process, and subsequently notified the Company (as required under the Act), that they will not be seeking reappointment as the Company's auditors at the AGM. The notice from Deloitte LLP was accompanied by a statement that is required to be circulated to shareholders in accordance with section 520 of the Act, a copy of which will be circulated to shareholders.

Buy-Back and Cancellation of Deferred Shares:

Gulf Marine Services plc (the "Company") announces that it proposes to buy-back and cancel all of the Company's deferred shares of 8 pence each in issue (the "Deferred Shares").

The Company currently has 350,487,787 Deferred Shares in issue which shares were created in the share capital reorganization approved in the general meeting on 9 June 2021. The Deferred Shares are not admitted to trading, have no voting rights and, on a return of capital on a winding up, have no valuable economic rights. The Company is proposing to simplify its balance sheet by buying back and cancelling the Deferred Shares in accordance with the rights attaching to the Deferred Shares for an aggregate total consideration of GBP1.00. The shareholders are now being asked to approve the form of buy-back agreement in order to give effect to the purchase.

Appendix A

Statement of Directors' Responsibilities

The following responsibility statement is repeated here solely for the purpose of complying with DTR 6.3.5. This statement relates to and is extracted from page 79 of the 2021 Annual Report.

These responsibilities are for the full 2021 Annual Report and not the extracted information presented in this announcement or otherwise.

We confirm that to the best of our knowledge:

-- the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole;

-- the strategic report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; and

-- the Annual Report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's position and performance, business model and strategy.

The Directors of the Company and their responsibilities as at 12 May 2022 are set out below:

Mansour Al Alami , Executive Chairman

Hassan Heikal , Deputy Chairman, Non-executive Director

Rashed Al Jarwan , Senior Independent Non-Executive Director

Lord Anthony St John of Blestso , Independent Non-Executive Director

Charbel El Khoury , Non-Executive Director

Jyrki Koskelo , Independent Non-Executive Director

Appendix B

Principal risks and uncertainties

The following has been extracted from pages 29 to 33 of the 2021 Annual Report:

The rating of the principal risks facing the Group in the next five years are set out below, together with the mitigation measures. These risks are not intended to be an exhaustive analysis of all risks.

       Risk                                                   Mitigating factors and actions 
         1 Utilisation 
       Utilisation levels may be reduced                      Modification flexibility for clients 
        by the following                                       GMS' vessels are built to be as 
        root causes:                                           flexible as possible allowing the 
        -- Increasing competition as other                     Group to compete for 
        market participants                                    a wide share of the market, helping 
        increase the supply of SESVs in the                    it to maximise utilisation levels 
        markets in                                             and charter day rates. The Group 
        which GMS operates;                                    is capable of modifying assets to 
        -- Sustained lower expenditure and                     satisfy certain client requirements. 
        investment by 
        the Oil & Gas industry may result                      Continuous communication with clients 
        in lower levels of                                     The Group maintains strong relationship 
        maintenance being performed on existing                with its clients through continuous 
        platforms                                              communication and a history of providing 
        and facilities and lower levels of                     safe and reliable services. 
        construction and 
        capital expenditure in respect of                      Business segment and geographical 
        new installations;                                     diversity 
        -- Reliance on a limited number of                     The Group has established businesses 
        NOCs, IOCs and                                         outside its core Middle Eastern 
        international EPC clients;                             markets (particularly in the North 
        -- Fleet capabilities may no longer                    Sea), and outside of oil and gas 
        match with                                             (renewables). It is continually 
        changing client requirements and applicable            reviewing opportunities looking 
        regulations. Failure to deliver the                    to diversify its market footprint 
        specifications and                                     through increasing the client base. 
        expected performance could lead to 
        reputational                                           Vessel monitoring 
        damage and impact GMS' ability to                      The Group has procedures in place, 
        win work; and                                          such as the Planned Maintenance 
        -- Reduced utilisation may materially                  System, to ensure that the vessels 
        adversely affect                                       undergo regular preventative maintenance. 
        the business, financial condition                      The planned maintenance system has 
        and results                                            been upgraded to a more modern ERP, 
        of operations.                                         allowing overdue maintenance to 
                                                               be tracked and reported regularly. 
                                                               The Group's robust operating 
                                                               standards result in minimal downtime. 
         2 Inability to secure an appropriate 
         capital structure - equity 
       Under the terms of the latest bank                     Successful equity raise in June 
        deal signed on                                         2021 
        31 March 2021, GMS were required to                    The Group successfully concluded 
        raise US$ 25                                           a US$ 27.8 million equity raise 
        million by 30 June 2021, which was                     in June 2021, which prevented an 
        subsequently                                           event of default on its loan facilities, 
        achieved. The Group is required to                     which in turn removed the material 
        raise a further                                        uncertainty as to the Group's ability 
        US$ 50 million of equity by 31 December                to continue as a Going Concern that 
        2022 or                                                was reported in the full-year 2020 
        warrants will be issued entitling                      results. 
        the Group's banks to 
        acquire 132 million shares, 11.5%                      Focus on deleveraging 
        of the share capital of the Company                    The net leverage ratio has significantly 
        for a total consideration of GBP GBP7.9                reduced to 5.8 times compared to 
        million, or 6.0p per share. PIK interest               8.0 times 
        will also potentially accrue, only                     in 2020. With an improving outlook 
        if leverage is above 4.0 times. Failure                for the Group's business, and a 
        to meet the requirements of the Group's                continued focus on deleveraging, 
        bank facilities may lead to an event                   the Group aims, without relying 
        of default. This would give lenders                    on a second equity raise, to have 
        the right to accelerate repayment                      net leverage ratio below 4.0 times 
        of the outstanding loans and then                      by the end of 2022, in which case 
        exercise security over the Group's                     PIK interest would not accrue from 
        assets.                                                2023. 
                                                               Exploring all options 
                                                               The Group is exploring the various 
                                                               contractual options available per 
                                                               the current bank terms to take place 
                                                               by the end of 2022. As at 31 December 
                                                               2021, neither the issuance of warrants 
                                                               nor equity raise were ruled out. 
                                                               The Board however consider the more 
                                                               likely outcome will be the issuance 
                                                               of warrants rather than the equity 
 3 Mena Oil and Gas Market 
       MENA NOCs have local content requirements              Local content requirements 
        as                                                     GMS embraces local content requirements, 
        part of their tender processes designed                with a long history of operating 
        to give                                                for NOCs in the Middle East and 
        preference to suppliers that commit                    established offices in each of the 
        to improving                                           MENA countries the Group operates. 
        their local content and levels of                      The Group actively manages its supply 
        spend and investment in-country. This                  chain to ensure that they 
        may prevent GMS from winning contracts                 also are focused on maximising local 
        or lead to financial loss and/or a                     content and, where necessary, will 
        reduction in margins on existing contracts,            work with local partners in specific 
        which will ultimately impact cash                      markets to ensure it positions itself 
        flows and profitability.                               in the best possible position to 
                                                               win work. Often during the tendering 
                                                               process companies with a higher 
                                                               audited local content score are 
                                                               given the offer of first refusal 
                                                               to price match any lower bids during 
                                                               Market knowledge and operational 
                                                               The Group has a track record of 
                                                               established long-term relationships 
                                                               in the MENA region which provides 
                                                               an understanding of clients' requirements 
                                                               and operating standards. 
 4 Operations: inability to deliver 
  safe and reliable operations 
       The Group may suffer commercial and                    Safety awareness 
        reputational damage from an environmental              Safety and reliability are top priorities 
        or safety incident involving employees,                and are underpinned by the HSEQ 
        visitors or contractors.                               management system and a strong safety-focused 
        Inadequate preparation for emergency                   culture. Management ensures appropriate 
        situations, such as pandemics or geopolitical          safety practices and procedures; 
        instability, could have a negative                     disaster recovery plans and insurance 
        impact on the business.                                coverage of all commercial contracts 
                                                               are in place. 
        Insufficient insurance coverage may 
        lead to                                                Training and compliance 
        financial loss.                                        Our employees undergo continuous 
                                                               training on operational best practices. 
                                                               Scheduled maintenance 
                                                               The Group follows regular maintenance 
                                                               schedules on its vessels and the 
                                                               condition of the vessels is consistently 
                                                               Business continuity plan 
                                                               The Group has in place a business 
                                                               continuity management plan which 
                                                               it regularly maintains. 
                                                               The Group regularly liaises with 
                                                               insurance brokers to ensure sufficient 
                                                               is in place. 
 5 Liquidity and covenant compliance 
       The business is exposed to short-term                  Liquidity management 
        liquidity                                              The Group continues to manage liquidity 
        management risks arising from potential                carefully through focusing on receivables 
        increases                                              collections and managing the timing 
        in interest rates, which further increase              of supplier payments. 
        debt service 
        obligations, and unexpected increases                  Cost management 
        in working                                             The Group has implemented a comprehensive 
        capital (particularly through inability                cost reduction programme, removing 
        to collect                                             over US$ 20 million of annualised 
        receivables).                                          costs since inception of the programme 
                                                               in 2019, in order to generate higher 
        In addition, the Group's bank facilities               EBITDA and increased cash to service 
        are subject to                                         and repay debt. Continual review 
        covenant tests based on the financial                  of costs and search for further 
        performance.                                           efficiencies is ongoing. 
        Compliance with these covenants depends 
        on GMS'                                                Minimising capital expenditure 
        ability to secure ongoing work for                     The Group is currently focused on 
        the fleet. If GMS                                      restricting capital expenditure 
        is unable to secure ongoing work,                      to essential spending only, to ensure 
        its financial                                          the safe and reliable operations 
        performance and position may be materially             of its vessels. 
        adversely affected and it may not 
        comply with the covenants. In such                     Covenant compliance 
        a case, unless the banks agree otherwise,              The management team and Board regularly 
        this could lead to an event of default.                examine future covenant compliance 
        This would give lenders the right                      based on the latest forecasts and 
        to accelerate repayment of the outstanding             take necessary actions to avoid 
        loans, and then exercise security                      any potential where a future breach 
        over the Group's assets.                               of covenant is forecast. 
 6 People 
       Attracting, retaining, recruiting                      Communication and engagement 
        and developing                                         Communication has remained a key 
        a skilled workforce is key.                            practice of management, especially 
                                                               during the COVID-19 pandemic. Throughout 
        Losing skills or failing to attract                    the pandemic, the focus for employees 
        new talent to the                                      has continued to be on safety and 
        business has the potential to undermine                wellbeing through working remotely, 
        performance.                                           regular testing and enhanced cleaning 
        Inadequate succession planning and                     procedures. 
        lack of 
        identification of critical roles may                   In the current year, Rashed Al Jarwan 
        result in disruption                                   was appointed as the new Workforce 
        if the related personnel leave the                     Engagement Director, explicitly 
        Group.                                                 tasked with monitoring the level 
                                                               of engagement and alignment across 
                                                               the organisation. A hybrid town 
                                                               hall style meeting was conducted 
                                                               in the last quarter of 2021. 
                                                               Remuneration policy 
                                                               The Short-Term Incentive Plan (STIP) 
                                                               is based on a single Business Scorecard 
                                                               to ensure all staff are incentivised 
                                                               around delivering a single set of 
                                                               common goals. 
                                                               Equal opportunities 
                                                               GMS is engaged in fair and transparent 
                                                               recruitment practices. It has a 
                                                               policy towards discrimination and 
                                                               provides equal opportunities for 
                                                               all employees. 
                                                               Resource planning 
                                                               The Group has identified all critical 
                                                               roles in place and have adopted 
                                                               processes to ensure the smooth transition 
                                                               in case of changes in personnel. 
                                                               Refer to the Governance Report on 
                                                               pages 40 to 43 for details of changes 
                                                               at the Board level and assessment 
                                                               of what skills the new Board brings 
                                                               to GMS. 
 7 Legal, economic, and political 
       Political instability in the regions                   Emergency response planning and 
        in which GMS operates (and recruit                     insurance 
        from) may adversely affect its operations.             For all our major assets and areas 
                                                               of operation, the Group maintains 
        The business is exposed to sudden                      emergency preparedness plans. It 
        changes in tax                                         regularly reviews the insurance 
        compliance requirements or changes                     cover over the Group's assets to 
        in legislation                                         ensure adequate cover is in place. 
        which could lead to fines, financial 
        loss or adversely                                      Workforce planning and monitoring 
        impact liquidity.                                      Workforce planning and demographic 
                                                               analysis is completed in order to 
        Sudden changes in inflation in regions                 increase diversity. 
        GMS operates may adversely affect 
        its operations.                                        Tax advisors 
                                                               The Group engage with reputable 
                                                               tax advisors who monitor the impacts 
                                                               of changes to tax legislation across 
                                                               the regions GMS operates in. 
       8 Compliance and regulation 
       Non-compliance with anti-bribery and                   Code of Conduct 
        corruption                                             The Group has a Code of Conduct 
        regulations could damage stakeholder                   which includes anti-bribery and 
        relations and                                          corruption policies, and all employees 
        lead to reputational and financial                     are required to comply with this 
        loss.                                                  Code when conducting business on 
                                                               behalf of the Group. Employees are 
        GMS' operations are subject to international           required to undergo in-house 
        conventions on - and a variety of                      training on anti-corruption. All 
        complex federal                                        suppliers are pre-notified of anti-bribery 
        and local laws, regulations and guidelines             and corruption policies and required 
        relating to - health, safety and the                   to confirm compliance with these 
        protection of the environment. Compliance              policies. 
        with these health, safety and environmental 
        conventions, laws and regulations                      Regulations 
        has become increasingly expensive,                     A central database is maintained 
        complex and stringent. Failure to                      that documents all of GMS' policies 
        appropriately identify and comply                      and procedures which comply with 
        with laws and regulations, and other                   laws and regulations within the 
        regulatory statutes in new and existing                countries in which we operate. On 
        markets, could lead to regulatory                      specialist topics, the Group makes 
        investigations. It may result in GMS                   use of external advisers, where 
        failing to win a new contract, the                     appropriate. A dedicated Company 
        early termination of an existing contract              Secretary is in place to help monitor 
        or exclusion from future contracts.                    compliance, in particular with regard 
                                                               to UK legal and corporate governance 
                                                               External review 
                                                               The internal audit function helps 
                                                               ensure compliance with GMS policies, 
                                                               internal controls and business processes. 
                                                               The Group's vessels are also audited 
                                                               by external bodies such as the American 
                                                               Bureau of Shipping (ABS). 
 9 COVID-19 pandemic 
       The COVID-19 pandemic has presented                    Hygiene measures 
        a number                                               GMS has implemented extensive hygiene 
        of challenges.                                         control and prevention measures 
        Measures introduced in jurisdictions                   the fleet and onshore offices. Clients 
        where GMS                                              have adopted similar measures, in 
        operates include closing of international              many cases 
        borders and                                            in compliance with strict government 
        strict quarantine requirements for                     directives in force across the countries 
        crew, which could                                      in which the Group operates. 
        lead to further increased cost. These 
        measures can                                           COVID-19 vaccinations 
        change at short notice, maintaining                    COVID-19 vaccines are available 
        the risk that                                          in the majority of countries where 
        offshore staff will be unable to crew                  GMS operates and have been made 
        change.                                                available to staff, both onshore 
                                                               and offshore. High vaccination rates 
        There is a health risk to staff, both                  across the Company have significantly 
        onshore and                                            reduced the health risk to employees 
        offshore, who come into contact with                   from catching COVID-19. 
        confirmed cases. 
                                                               Offshore rotations 
        Continued COVID-19 restrictions on                     Crew rotations have been extended 
        travel may impact GMS' ability to                      as a temporary measure to minimise 
        allow third parties to travel to its                   impact 
        vessels to inspect, maintain or certify                of quarantine requirements of some 
        equipment onboard, which increases                     clients. 
        the risk of equipment failure and 
        being put off hire.                                    Vessel maintenance 
                                                               The Group has in place a strict 
        Existing or future contracts are delayed               management of change process, which 
        by our clients                                         ensures the risk management process 
        as a result of interruptions in their                  is in place is appropriate, where 
        supply chains                                          it has been unable to have equipment 
        resulting in them being unable to                      tested, inspected or certified offshore, 
        carry out work                                         due to the availability of suitably 
        as planned.                                            qualified personnel offshore. 
                                                               Contract delays 
                                                               Through strong relationships with 
                                                               its client base, GMS is in regular 
                                                               communication around any operational 
                                                               delays that are expected that could 
                                                               impact the Group. In such circumstances 
                                                               and with client agreement, GMS will 
                                                               seek other opportunities to utilise 
                                                               the fleet and minimise the financial 
                                                               impact on all parties. 
                                                               Recovery of COVID-19-related costs 
                                                               GMS are in dialogue and have strong 
                                                               relationships with its clients to 
                                                               pursue opportunities to reclaim 
                                                               quarantine and other COVID-19-related 
         10 Cyber-crime - security and integrity 
       Phishing attempts result in inappropriate              Cybersecurity monitoring and defence 
        transactions, data leakage and financial               GMS operates multi-layer cyber-security 
        loss. The Group is at risk of loss                     defences which are monitored for 
        and reputational damage through financial              effectiveness to ensure they remain 
        cyber-crime.                                           up to date. 
                                                               GMS engages with third party specialists 
                                                               to provide security services. 
         11 Climate change 
       Climate change poses both transition                   Legal & policy monitoring 
        and physical                                           The Group carefully monitors legislative 
        risks to the Group.                                    developments to ensure compliance 
        The transition risks come from the                     all relevant laws both in the UK 
        decarbonisation                                        and the Middle East. The TCFD disclosure 
        of the global economy. This could                      in this report explains our assessment 
        result in changing                                     and response to climate-related 
        investor sentiment making new investors                risks to be transparent with our 
        harder to find. It may bring changing                  stakeholders. 
        client preferences leading to reduced 
        demand for our services. New legislation               Physical infrastructure 
        could require us to increase reporting                 The Group monitors weather patterns 
        and possibly substitute our products                   to ensure conditions are suitable 
        and vessels for greener alternatives.                  for our offshore employees and vessels. 
                                                               Onshore buildings are designed to 
        Physical risks include rising temperatures,            withstand the heat in the Middle 
        which could further impact working                     East. 
        hours, and rising sea levels, which 
        could affect where our vessels can                     Environmental impact 
        operate. The physical risks also interact              GMS aims to minimise its environmental 
        with Principal Risk 4 - Our ability                    impact by installing energy and 
        to deliver safe and reliable operations.               water efficiency measures. We also 
                                                               ensure our machinery and engines 
                                                               are regularly maintained so they 
                                                               operate efficiently. Furthermore, 
                                                               we research lower carbon 
                                                               alternatives, including R407 refrigerants 
                                                               and lube oil filtration systems, 
                                                               to reduce our carbon footprint. 
                                                               In 2022, we will begin calculating 
                                                               our Scope 3 emissions and setting 
                                                               targets for the long-term reduction 
                                                               of our carbon emissions. 
                                                               Long-term planning 
                                                               GMS has a proven track record in 
                                                               the renewables sector which provides 
                                                               versatility in our business model. 
                                                               Our vessels are built to be as flexible 
                                                               as possible to maximise utilisation. 
                                                               We are aware that we may need to 
                                                               consider changing sea levels and 
                                                               legislation when replacing vessels 
                                                               that are being retired in the long 

- Ends -

 Enquiries: GMS 
  Mansour Al Alami, Executive 
  Chairman                               +44 (0) 207 603 1515 
       Celicourt Communications 
        Mark Antelme 
        Philip Dennis                    +44 (0)20 8434 2643 

Gulf Marine Services PLC's Legal Entity Identifier is 213800IGS2QE89SAJF77



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