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I'm not sure there are any rival bidders at present but it does make you think; Seafox are currently locked out of negotiations because of their no-increase offer, but a potential rival could come in with a much more sensible (but still cheap because of the current climate) offer that shareholders are more likely to accept. What interests me is the sudden volume - the stock has seemingly seen less than 10 trades daily and barely fluctuated in price over the last few weeks yet today it seems there were 60 trades and the sp has risen back over 11p. I'm not sure if this is a sign of anything significant to come (but I hope it is...).
Any one have any input on what SF's next move might be?
We know they are currently holding 29.99% of shares and could trigger a mandatory offer at 22p share - double the current share price - at any time. But will they?
On paper GMS is worth about 93p a share, does anyone see a rival bidder to SF???
Thanks Albatrox. So that puts to rest the possibility that Seafox had bought those shares.
I don't know about the loan getting paid through operational cash flow, atleast in the short term - need that rights issue (which is an overhang on the stock and puts a cap on the gains) to reduce debt. The board has a deadline to raise the $75m, and will be interesting to see how this evolves - will Seafox be ok with this scenario where they have to inject the largest chunk of cash? Or will they make an offer that the board sees as acceptable? Will be an interesting....
No, they can’t 4Corners, and they can’t get to 30% without board approval during the 6-m period. Also, as TTF pointed out, they don’t represent a majority of the board so I wouldn’t count on board approval for an increase in shareholding before the due date.
IMHO they need to stop lowballing the shareholders and undervaluing the company (current SP reflects uncertainty and not true value). If I were them, I’d be in a hurry because as time goes by GMS performance continues to improve and the loan continues to be paid down, which will be further enhanced by better times ahead (Post COVID, higher oil prices, etc.). This can only lead to a higher share price.
Im not sure. Both the conditions of the no increase offer and the 30% offer both seem pretty mandatory. I tried to find out a few weeks back which would overrule the other in the event both taking effect but I couldnt find anything. One loophole in the no increase business is that another offer can be made if the BoD of directors allows it; now Seafox have two members on the board could it be possible they could influence this, or would they need other directors to back them up? As GMS reappointed the directors that should have been removed, the Seafox directors do not comprise half the board.
Can they do that? They can not make an official bid till they wait till November, but can they buy and trigger an MTO? I am not sure
Or is it seafox completing their 30%? I guess well find out soon.
Someone just sold (and obviously someone bought) a 2m block at 10.875....equivalent to 0.6% of outstanding. Mazroui buying up more?
Guess we are back to the silent period till the 6month period ends in November....
In the news article: 'Seafox, a global offshore jack-up company, was "pleased to note the support" for its resolutions...'. Yeah, more than half the support was them alone! I bet they'd have been mortified if they'd accidentally voted against their own resolutions.
I think the writing is on the wall. Somebody watch the back door ....
Not sure if this is a good or bad thing......on the face of it, I don't like it
No evidence other than identical voting pattern! Total coincidence then.
Acting In Concert
A group acting together in a takeover situation. As defined in the City Code on Takeovers and Mergers (the Code), persons acting in concert are persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of a company or to frustrate the successful outcome of an offer for a company. A person and each of its affiliated persons will be deemed to be acting in concert with each other. Control in this context means 30% of the voting rights in the target company. The Code presumes that certain categories of person will be acting in concert unless the contrary is shown. Under the Disclosure Guidance and Transparency Rules (DTR) a person will also be an indirect holder of shares held by a third party where they agree that they should adopt, by concerted exercise of the voting rights they hold, a lasting common policy towards the management of the company in question. (DTR 5.2.1R(a)).
Lol :).
Nope, just a GMS shareholder watching with interest.
It seems to me that you're acting in concert with Seafox. Are you an employee of them?
Not long til the GM at noon today.
I’d also missed this Press Release by SeaFox on the 30th July
STATEMENT REGARDING GULF MARINE SERVICES PLC 30.07.2020
30 July 2020
FOR IMMEDIATE RELEASE
Seafox International Limited
Statement re Gulf Marine Services PLC (GMS)
On 30 June 2020 GMS announced that they had asked for confirmation that Seafox is not a concert party with any other shareholder. Following that announcement, Seafox has co-operated with the relevant authorities in providing evidence of its relationship with the other shareholders who voted against certain resolutions at the GMS 2020 AGM. The relevant authorities have not treated Seafox as acting in concert with these other shareholders.
Seafox is surprised that GMS decided to make public its request for Seafox to confirm they are not in concert with any other GMS shareholder with no evidence of any such concertedness other than the fact that a number of shareholders decided to vote together against the board recommendations. Seafox believes that GMS itself will have spent a considerable amount of time and effort trying to persuade shareholders to vote with the board and, of course, shareholders decided for themselves as to how to vote. The only relevant fact here is that 58% of shares voted did not support the GMS board.
Seafox urges the board to consider their duties to the company and to all shareholders – a majority of whom actually voted at the AGM decided not to support them.
I think I worded it wrong. What I meant was that there was no short term catalyst to buy this now (other than the possibility of a takeover) given the board power struggle, pending rights issue which is likely to shake some minority shareholders to sell etc. There is no guarantee of a 22p bid just looking at how the bid process has panned out: 7p bid followed by 10p bid and "no increment statement" followed by buying 9% at 22p.
Agree with you that the earnings is looking good and these are good prices, and if they sustain this, its worth more than the 22p .
If you are right 4Corners, then you would think people would be buying like crazy. With Seafox having to pay 22p minimum against todays SP, people currently stand to double their investment....
If there is no takeover, whilst the timeline for the investment to 'mature' may extend, the results just published are very positive and indicate a significantly higher SP value. Either way, buying in at this price looks to be a good opportunity IMHO.
The only guys who need to vote against Seafox are acting in concert with them - i doubt earnings will change their mind. Exciting day nevertheless! Also don't think better earnings will bring in incremental buyers and push up prices - only reason why anyone buys this today is for a takeover.
Maybe a last ditch attempt to win more favour. I can only guess it will be positive otherwise it would be foolish to damn themselves just before the gm.
Interesting that GMS has just said they will interim results in the morning, just hours before the GM.
My first sentence should have read 'If the parties that coincidentally voted the same way vote in favor of the Seafox resolutions...'
If the parties that coincidentally voted the same way (apparently Seafox provided sufficient evidence to prove the parties weren't acting in concert, but I still don't buy it) then I don't think there's any chance of stopping the resolution going ahead. The question is what happens when the two new members join the board? With the GMS board going 'against shareholders wishes' and retaining two of the members of the board who were voted out, then the two new board members would be the minority (I think Seafox's original plan was to shrink the board so their nominees would form a larger proportion). The best case scenario is they actuall honor their word and help the company in the best interest of shareholders, failing that they allow Seafox to make another bid at their highest price paid (22p) and the worst case scenario is they try and sabotage GMS to devalue it. All IMO, DYOR etc.
Any thoughts on how this is going to play out tomorrow? Was interesting to note that release last week on the bank's support for the current board and their statement that there won't be any negotiations on the restructuring.....
driveat15, I agree that Seafox was indeed the catalyst for the direction the Company has moved in; credit where credit is due. Fundamentally however, I feel they are a competitor and they have absolutely demonstrated that they want to own the company and they want it cheap. As a SH, I feel having them on the board is not in my best interest. Being in a position to negatively affect the SP to facilitate their takeover of the company as cheap as possible should absolutely be resisted, and having seats on the BoD goes a long way in helping them achieve that takeover. To be clear, I fully understand that all public companies are ‘for sale’. The job of the BoD and the Chairman is to ensure that ALL SH’s get fair value and resisting Seafox representation on the BoD is a key part of that IMHO.