Gulf Marine Services Regulatory News (GMS)

THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO, OR WITHIN AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH AN ANNOUNCEMENT WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SHARES OR OTHER SECURITIES OF GULF MARINE SERVICES PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

18 May 2017

Green Investment Commercial Investments LLC, a wholly owned entity of Gulf Capital Pvt. JSC ("Gulf Capital")

Result of placing of existing ordinary shares in Gulf Marine Services PLC

Green Investment Commercial Investments LLC, a wholly owned entity of Gulf Capital Pvt. JSC ("Gulf Capital" or the "Seller") announces that, subject to completion, it has agreed to sell in aggregate 60.0 million existing ordinary shares in Gulf Marine Services PLC (the "Company") at a price of 63 pence per share (the "Placing"), raising aggregate gross proceeds of approximately £37.8 million. The Company is not a party to the Placing and will not receive any proceeds from the Placing.

Following completion of the Placing, Gulf Capital will hold in aggregate 97,019,602 shares in the Company, representing approximately 27.8% of the issued share capital of the Company.

The Seller has agreed that following completion it and its affiliates will not, without the Managers' prior consent, dispose of further ordinary shares in the Company for a period of 90 days (subject to waiver by the Managers and certain customary exceptions).

Settlement of the Placing is expected to take place on 22 May 2017, subject to the satisfaction or waiver of certain customary conditions.

Investec Bank plc ("Investec") and Numis Securities Limited ("Numis") are acting as Joint Bookrunners (together the "Managers") in connection with the Placing.

This announcement contains inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR"). Upon the publication of this announcement, this inside information is now considered to be in the public domain.

For further information, please contact:

Important Notice: 

Investec Bank plc ("Investec") is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority (the "FCA"). Numis Securities Limited ("Numis") is authorised and regulated in the United Kingdom by the FCA. Each of Investec and Numis is acting exclusively for the Seller and no one else in connection with the Placing, and will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Seller for providing the protections afforded to its clients nor for providing advice in relation to the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, New Zealand, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who come into possession of any document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in the United States, Australia, Canada, Japan, New Zealand, South Africa or in any jurisdiction in which, or to any person to whom, such offer or solicitation is unlawful.

The securities referred to herein may not be offered or sold, directly or indirectly, in the United States unless registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act. The offer and sale of securities referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada, Japan, New Zealand or South Africa. There will be no public offer of the Placing Shares in the United States, Australia, Canada, Japan, New Zealand or South Africa. Subject to certain exceptions, the Placing Shares referred to herein may not be offered or sold in Australia, Canada, Japan, New Zealand or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan, New Zealand or South Africa.

This announcement is directed at and is only being distributed (A) in member states of the European Economic Area, to persons who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC as amended (including amendments by Directive 2010/73/EU) the "Prospectus Directive"); (B) in the United Kingdom to persons who (i) have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or, are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2) of the Order; and (ii) are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000 (as amended) ("FSMA"); and (C) otherwise, to persons to whom it may otherwise be lawful to communicate it to (each a "Relevant Person"). No other person should act or rely on this announcement and 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 only be engaged in with such persons. By accepting this announcement you represent and agree that you are a Relevant Person.

In connection with the Placing, Investec and Numis and any of their respective affiliates, acting as investors for their own accounts, may take up a portion of the Placing Shares in the Placing as a principal position, and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in the Placing Shares and other securities of the Company or related investments and may offer or sell such Placing Shares or other investments otherwise than in connection with the Placing. Accordingly, references in this announcement to the Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any offer, acquisition, placing or dealing in the Placing Shares by, Investec or Numis and any of their respective affiliates acting as an investor for their own accounts. In addition, Investec or Numis or their respective affiliates may enter into financing arrangements (including swaps) with investors in connection with which Investec or Numis or their respective affiliates may from time to time acquire, hold or dispose of ordinary shares in the Company. Neither Investec or Numis nor any of their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

No reliance may be placed, for any purposes whatsoever, on the information contained in this announcement or on its completeness and this announcement should not be considered a recommendation by the Company, the Seller, Investec or Numis or any of their respective affiliates in relation to any purchase of or subscription for securities of the Company. No representation or warranty, express or implied, is given by or on behalf of the Company, the Seller, Investec or Numis or any of their respective directors, partners, officers, employees, advisers or any other persons as to the accuracy, fairness or sufficiency of the information or opinions contained in this announcement and none of the information contained in this announcement has been independently verified. Save in the case of fraud, no liability is accepted for any errors, omissions or inaccuracies in such information or opinions.

Forward-looking statements:

Certain statements in this announcement are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Readers should not place any undue reliance on forward-looking statements which speak only as of the date of this announcement. Statements contained in this announcement regarding past trends or events should not be taken as representations that such trends or events will continue in the future.