TIDMGMS
RNS Number : 5385U
Gulf Marine Services PLC
30 July 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE 30 July 2020
Gulf Marine Services PLC
Bank Letter re Seafox International Limited and other
Shareholders' votes
Gulf Marine Services PLC ("GMS" or the "Company") announces that
it yesterday received a letter from the agent on behalf of all six
lenders (the "Bank Letter") in relation to the votes of Seafox
International Limited ("Seafox"), Mazrui Investments LLC
("Mazrui"), and Horizon Energy LLC ("Horizon") at the Company's
recent annual general meeting. The full text of the letter is set
out below.
The Bank Letter rejects the statements made by Seafox on 13 July
2020 with regards to the common terms agreement announced by the
Company on 10 June 2020, and expresses the lenders' concern that
Seafox is "publicly disseminating a view which the lenders and the
Company do not share at this critical juncture."
The common terms agreement was thoroughly discussed, heavily
negotiated and agreed in good faith by all parties. Under the
agreement, GMS's lenders have committed to provide additional
funding to the Company, to assist management in delivering the
agreed business plan and the associated working capital needs, to
the benefit of all stakeholders. Both the Board and the lenders
remain committed to its terms. As set out in the Bank Letter, the
lenders' expectation that the Company will continue to perform its
obligations under the common terms agreement will continue
regardless of the composition of the Company's Board of Directors
or the appointment of new Directors.
Tim Summers, Executive Chairman, said:
"The revised debt structure agreed with our banks in June
provides a platform for GMS to sustain its upward trajectory and
continue to drive growth as oil and gas markets stabilize. GMS's
Board and its banks are fully aligned in ensuring that the
financial foundation of the business remains stable and robust,
which is essential for the future success of the Company. The
Board's commitment to creating value for all stakeholders is
unwavering."
Letter from Agent on behalf of GMS's banks
28 July 2020
Dear Sirs
GMS' Annual General Meeting - Seafox International Limited and
other Shareholders votes
We refer to (i) your letter dated 30 June 2020 in relation to
certain actions taken by Seafox International Limited ( Seafox )
and other shareholders at the Annual General Meeting of the Company
in relation to the removal and appointment of certain directors
(the AGM Communication ) and (ii) the Common Terms Agreement
originally dated 29 November 2015 (as lastly amended and restated
on 16 June 2020, the Common Terms Agreement ).
Terms defined in the Common Terms Agreement shall have the same
meaning when used in this letter. We are writing to you in our
capacity as Intercreditor Agent under the Common Terms Agreement,
on behalf of all the Banks.
In light of the events described in the AGM Communication and
certain statements subsequently made by shareholders of the
Company, the Banks would like to take the opportunity to reconfirm
certain facts and make the following clarifications:
-- the amendments to the Common Terms Agreement were negotiated
in good faith and at arms' length between the Banks and the
Company, with the support of internationally recognised legal and
financial professional advisers;
-- the discussions and negotiations on the terms of the revised
Common Terms Agreement between the Banks and the Company, were
subject to extensive discussions over a prolonged period of over 12
months;
-- under the amended terms of the Common Terms Agreement, the
Banks have committed to provide additional funding to the Company,
to assist management in delivering the agreed business plan and the
associated working capital needs, to the benefit of all
stakeholders;
-- ultimately, the transaction was supported and approved by all
Banks as well as the Board of Directors of the Company;
-- as such, the Banks reject the statements made by Seafox on 13
July 2020 with regards to the Common Terms Agreement describing
some terms as "punitive" and "onerous". The Banks are concerned
that Seafox, the largest shareholder in the Company, is publicly
disseminating a view which the Banks and the Company do not share
at this critical juncture.
With reference to the provisions of Clause 20.27 (Warrants) and
Clause 23.16 (Warrants), we note again that in the absence of a
sufficient number of favourable votes of the shareholders, both the
decision to raise equity (which the Banks understand may be
necessary in order to effect a USD75,000,000 prepayment) as well as
the issuance of the Warrants, may be blocked, therefore causing an
Event of Default under the Common Terms Agreement.
While we recognise that shareholders have an unfettered right to
exercise their rights in their absolute discretion, we expect that
the Company will ensure that the terms of the Common Terms
Agreement, in particular the relevant prepayment and Event of
Default provisions, are clearly understood by all shareholders
since the occurrence of any such Events of Default will give the
Banks a right to accelerate the Facilities and enforce any of their
rights under the Common Terms Agreement, including enforcement of
asset security.
For the avoidance of doubt, the Banks confirm that they are not
willing to renegotiate any of the terms and expect the Company to
perform all of its obligations under the Common Terms Agreement.
This position continues to hold regardless of the composition of
the Company's Board or the appointment of new directors. The Banks'
primary concern remains the financial health of the Company and its
ability to continue its business operations effectively and at the
same time fulfil its contractual obligations to the Banks. The
Banks expect the Company to clearly communicate with its
shareholders to reassure them that the restructuring terms have
been thoroughly discussed, heavily negotiated and agreed in good
faith.
This letter may be communicated by the Company to all
shareholders.
Ends
Enquiries:
GMS
Tim Summers, Executive Chairman
Stephen Kersley, Chief Financial
Officer +44 (0) 207 603
Tony Hunter, Company Secretary 1515
Brunswick (PR Adviser to GMS) +44 (0) 20 7404
Patrick Handley - UK 5959
Will Medvei - UK +971 (0) 50 600
Jade Mamarbachi - UAE 3829
------------------
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. 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.
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.
ABOUT GMS
GMS, a company listed on the London Stock Exchange, was founded
in Abu Dhabi in 1977 and has become a world-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 and Saudi Arabia. The Group's
assets are capable of serving clients' requirements across the
globe, including those in the Middle East, South East Asia, West
Africa, North America, the Gulf of Mexico and Europe.
The GMS fleet of 13 SESVs is amongst the youngest in the
industry, with an average age of eight years. The vessels support
GMS's 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 - K-Class (Small), S-Class
(Mid) and E-Class (Large) - 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.
The Company's Legal Entity Identifier is
213800IGS2QE89SAJF77.
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.
END
MSCSEWESUESSELW
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