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Agreed that it was the SF shake up in 2019 that lead to the mgmt changes - I did vote for them last year to get them on the board.
However, their moves this year have been nothing short of hostile, opportunistic and predatory, and intended to cause 'disturbance' as you rightly said. If they can add value, they haven't made it clear it will be for the benefit of everyone. Rather, they are keen on snapping up GMS or its assets on the cheap to add value at SF.
Will be interesting vote on 10 Nov. Mazroui & Horizon hold the trump card
@4C - in terms of why the 2 SF reps resigned from the Board (with one requisitioning within an hour to get back on), it's difficult to assess. But one has to assume it's part of a rational tactic and strategy. I suspect it's either to cause further governance disturbance (as GMS has itself postulated) in order to make it more difficult for GMS to raise fresh capital (...except of course fresh capital from SF). Or it might be for some procedural purpose to make it easier to raise fresh capital from SF (e.g. by possibly reducing some of the conflicts of interest, making it relatively more "arms-length", etc.). Either way, with SF indicating they will not support the issuance of the warrants, I think what is going to have to happen over the next few weeks is SF and GMS are going to have to get together around the same table and finally have some grown-up, sensible negotiations on the path forward. I think MAN Capital and SF are clearly in the driving seat now, although GMS isn't completely powerless. Everything I've read and come across about MAN Capital and the Mansours suggest they have a somewhat different style than your classic, ruthless, short-termist, a**hole private equity players, so I suppose that is positive, but then again interviews/public info can be deceiving.
More broadly, I do think SF have value to add to GMS. Kudos to the GMS management for turning around the business and cutting costs, but more can still be done and it was achieved by GMS partly only by the prodding of SF since early 2019. The OSV market is fragmented and a tie up between SF and GMS would make a lot of industrial and financial sense and deliver some juicy synergies. The market needs consolidating, which would in turn (and in time) bolster day rates. Better yet would be a three way tie up between GMS / SF / Zakher Marine.
Also, thanks for the .kvk.nl link. Agree, I wouldn't pay any money for that, especially as I suspect it would only have various subsidiary level documents (less useful) rather than the more useful group consolidated accounts which, as the company is registered in BVI, are publically unavailable.
@AA2020 - any thoughts on why the 2 Seafox reps resigned from the board?
Just wanted to correct on HH's "significant shareholder" - I misread that one. He is not a significant shareholder, so we won't have the Sokol scenario
Your scary scenarios freaked out someone and he/she slammed it 7% :)
Yes, Man Capital seems like the main shareholder, and most likely Qatari/GCC investors too. Their board rep Hisham Halbouny also appears to be a "significant shareholder" in GMS personally (as per GMS bio); let's hope its a case of David Sokol/Lubrizol/Buffett.
SF is a Netherlands company.....surprised you haven't thought of www.kvk.nl since you seem to know lot already. Costs about 50 shares in GMS to buy a document - I'd rather buy the shares than learn about SF. The Man of Isles also has similar registry in case your research leads you there. If you find something, please do share your knowledge along with the scary scenarios
Very interesting 4Corners. I didn’t realise MAN Capital were shareholders in SF. All I was previously able to find was vague wording that SF shareholders comprised a range of GCC investors including a SWF, regional family offices and regional HNWIs. So MAN falls in the regional family office category. I wonder though what their precise shareholding level is and also which SWF is invested. Public info dried up after the repayment of the senior secured bond which was traded on the Irish exchange in 2018. The prospectus for that bond (issued in 2013) is freely available as are numerous bond investor presentations and SF financial accounts which are all very interesting although a bit out of date now (last available I could find was 2016). I didn’t for instance previously know MOS was set up by Och-Ziff and Mike Mullen.
Re: the scenario of a forced $75m fundraising from SF and friends at 1p....on further thought this would require at least 75% shareholder approval so is pretty unlikely to happen. Even if they have full Board control. Other shareholders would have a clear case that the Board were not fulfilling their fiduciary duties to all shareholders. But for sake of argument if that was the path this went down, Mazroui and Horizon would benefit if they co-fund the newco alongside SF from which the $75m was sourced. But then that likely proves “acting in concert” so should fall over. So several mechanisms thankfully appear to prevent this theoretical 1p fundraising scenario.
Seafox has made it abundantly clear through their actions that they want to create some sort of value for Seafox at the expense of the 70% owners of GMS. Just so that we are clear, I don't think its Seafox in the driving seat; it is Man Capital, which is a PE style Egyptian family office in the UK. Perhaps there is some backing from Qatar, as Seafox debt is financed by Qatar Islamic Bank. Seafox/Man Capital doesn't have to clarify anything - as PE investors they are looking out for their own interests, and unfortunately they may not be breaching any regulation.
@AA2020 - you continue to point out scary scenarios. At 1pence a share, I bet there are other interested parties. Hell even i am tempted and we could even convince @mcent to top up on his 700k shares :). Is this scenario possible without a new board, which needs Horizon and Mazroui voting in line with SF (which possibly makes the case for 'acting in concert')? And assuming there is no 'side agreement' between the three, Horizon and Mazroui would be losing out if this happens. Alternately, why not let the current board do a rights issue at whatever price, and SF can underwrite the issue and increase ownership without triggering an MTO and retain control?
The thing that worries me most is that Seafox haven’t made their intentions clear. What are they planning? Why don’t they at least try to get PIs on board and convince us of the merits of their plans? All they’ve done to date is criticise the BOD and their track record. They’ve castigated them for implementing their turnaround plan yet offer no alternatives. They are aggressively disruptive and I remain unconvinced that they are acting in the best interests of all GMS shareholders despite having board representation. I’m fearful for my investment here too. But grateful I haven’t got anything like 700,000 shares!
A scenario which worries me is that SF can now essentially say to GMS: you are obligated to raise $75m, you do so from us and we set the terms. Otherwise it’s administration. So SF play hard ball and force GMS to raise $75m from them at 1 cent a share, thereby issuing 7.5bn new shares. SF then owns 97% of the company and then forces a squeeze out and de-listing. I don’t see mechanically what is to stop them from that.