Exercise of Over-Allotment Option

RNS Number : 9718C

Gulf Marine Services PLC

24 March 2014

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE UNITED ARAB EMIRATES OR THE UNITED STATES

This announcement is an advertisement and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into the United States, Canada, Japan, the United Arab Emirates or Australia.

For Immediate Release                                                                                24 March 2014

Gulf Marine Services PLC

Exercise of Over-Allotment Option

Gulf Marine Services PLC ("GMS" or the "Company") today confirms that, in  connection  with its initial public offering of ordinary shares (the "Offer"), BofA Merrill Lynch,  as  stabilising  manager, has  exercised  the  over-allotment option granted by Green Investment Commercial Investments LLC, Al Ain Capital LLC and Horizon Energy LLC in respect of 7,658,656; 957,332; and 957,332 ordinary shares (total of 9,573,320 ordinary shares) in the Company respectively (the "Over-allotment Shares"). The Over-allotment Shares will be sold at the offer price of 135 pence per share.

Including the exercise of the over-allotment option, the total size of the Offer was 132,308,722 ordinary shares, in total representing 37.9 per cent of the 349,527,804 ordinary shares of the Company currently in issue.

Enquiries

Gulf Marine Services PLC Duncan Anderson John Brown		[phone]
Joint Global Co-ordinators, Joint Bookrunners and Joint Sponsors
BofA Merrill Lynch Gordon Morrison Tony White Simon Davy Barclays Bank PLC Makram Azar Mark Astaire Alex de Souza Bertie Whitehead	[phone] [phone]
Joint Bookrunner
J.P. Morgan Cazenove Alexander Large Charles Pretzlik Virginia Khoo	[phone]
Financial Adviser to the  Company
Rothschild Adam Young	[phone]
PR Bell Pottinger (London) Philip Dennis Mark Antelme Rollo Crichton-Stuart Lorna Cobbett	[phone]
Bell Pottinger (Abu Dhabi) Archie Berens	[phone]

DISCLAIMERS

Investors should not purchase or subscribe for any ordinary shares referred to in this announcement except on the basis of information in the prospectus published by Gulf Marine Services PLC (the "Company") in connection with the admission of the ordinary shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities (the "Prospectus").

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, the United Arab Emirates or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, ordinary shares to any person in the United States, Australia, Canada, the United Arab Emirates or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The ordinary shares referred to herein may not be offered or sold in the United States unless registered under the US Securities Act of 1933 (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 ordinary shares 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, the United Arab Emirates or Japan. Any public offering of securities to be made in the United States will be made by means of a prospectus that that will contain detailed information about the Company and management, as well as financial statements. There will be no public offer of the ordinary shares in the United States, Australia, Canada, the United Arab Emirates or Japan. Subject to certain exceptions, the ordinary shares referred to herein may not be offered or sold in Australia, Canada, the United Arab Emirates or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, the United Arab Emirates or Japan.

Any purchase or subscription of ordinary shares in the IPO of the Company should be made solely on the basis of the information contained in the final Prospectus issued by the Company in connection with the IPO. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. This announcement does not constitute a recommendation concerning the Offer. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Potential investors should consult a professional advisor as to the suitability of the Offer for the person concerned.

Barclays Bank PLC, Merrill Lynch International and J.P. Morgan Securities plc, each of which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom and Rothschild which is authorised and regulated by the Financial Conduct Authority, are acting exclusively for the Company and no-one else in connection with the IPO. They will not regard any other person as their respective clients in relation to the IPO and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the IPO, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the IPO, Barclays Bank PLC, Merrill Lynch International, J.P. Morgan Securities plc and Rothschild and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase ordinary shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such ordinary shares and other securities of the Company or related investments in connection with the IPO or otherwise. Accordingly, references in the Prospectus to the ordinary shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Barclays Bank PLC, Merrill Lynch International, J.P. Morgan Securities plc and Rothschild and any of their affiliates acting as investors for their own accounts. In addition, certain of Barclays Bank PLC, Merrill Lynch International, J.P. Morgan Securities plc and Rothschild or their affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of ordinary shares. None of Barclays Bank PLC, Merrill Lynch International, J.P. Morgan Securities plc and Rothschild intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of Barclays Bank PLC, Merrill Lynch International, J.P. Morgan Securities plc and Rothschild or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

 

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