Pricing Announcement

RNS Number : 3192C

Gulf Marine Services PLC

14 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.

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The securities referenced in this notice may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933 (the "U.S. Securities Act") or an exemption from the registration requirements of the U.S. Securities Act. Investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") that will contain detailed information about the Company and management as well as its financial statements, and that is expected to be published by the Gulf Marine Services PLC ("GMS" or the "Company" and, together with its subsidiaries, the "Group") in due course in connection with the admission of its ordinary shares ("Ordinary Shares") to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange") (together, "Admission").

For Immediate Release                                                                                14 March 2014

Gulf Marine Services PLC

Announcement of Offer Price

Gulf Marine Services PLC ("GMS" or the "Company"), the operator of one of the largest independent self-propelled Self Elevated Support Vessel ("SESV") fleets globally with a focus on the MENA region and Northwest Europe, today announces the pricing of its initial public offering (the "Offer").

GMS, which is headquartered in Abu Dhabi, operates a core fleet of nine SESVs which are four-legged self-propelled vessels with a large deck space, crane capacity and accommodation facilities that can be adapted to the requirements of the Company's clients. These vessels support GMS's clients in a broad range of offshore oil and gas platform and wind turbine installation, refurbishment, well intervention and maintenance activities.

·       The offer price has been set at 135 pence per Ordinary Share (the "Offer Price").

·       Based on the Offer Price, the total market capitalisation of GMS at the commencement of conditional dealings will be approximately £472m.

·       The Offer comprises 122,735,402 Ordinary Shares (including 616,415 Ordinary Shares to be issued and allotted to certain Directors of the Company at the Offer Price), excluding over-allotment arrangements.

·       Total gross proceeds raised by the Company are expected to be £66.9m (including £0.8m of Ordinary Shares to be issued and allotted to certain Directors of the Company at the Offer Price). The value of Ordinary Shares sold by the Selling Shareholders is expected to be £98.8m, assuming no exercise of the over-allotment option.

·       Conditional dealings will commence on the London Stock Exchange at 8.00am today under the ticker GMS (ISIN: GB00BJVWTM27).

·       Admission to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange and the commencement of unconditional dealings are expected to take place at 8.00am on 19 March 2014. At Admission, the Company will have 349,527,804 Ordinary Shares in issue. It is expected that the Company will be eligible for inclusion in the FTSE UK Series at the quarterly review in June 2014.

·       Following Admission, Gulf Capital PJSC ("Gulf Capital"), through its subsidiaries Green Investment Commercial Investments LLC and Ocean Investments Trading LLC, will hold 51.9% of the Ordinary Shares, Horizon Energy LLC ("Horizon Energy") will hold 6.5% of the Ordinary Shares and Al Ain Capital LLC ("Al Ain Capital" and together with Gulf Capital and Horizon Energy, the "Selling Shareholders") will hold 6.5% of the Ordinary Shares, assuming no exercise of the over-allotment option. The Selling Shareholders are subject to a 180 day lock up, subject to certain customary exemptions.

·       As stabilizing manager on behalf of the syndicate, Bank of America Merrill Lynch has been granted an over-allotment option of up to 18,317,489 Ordinary Shares, representing approximately 15 per cent of the Ordinary Shares comprised in the Offer.

Commenting on today's announcement, Duncan Anderson, Chief Executive of GMS said:

"We are delighted that our initial public offering has been successful and look forward to the next phase of GMS's growth. The increased profile and new funds will now provide the scope to exploit the market opportunity that lies before us more swiftly than would previously have been possible. We welcome our new shareholders and look forward to keeping them updated on our progress."

In connection with the Offer, BofA Merrill Lynch and Barclays Bank PLC are Joint Global Co-ordinators, Joint Bookrunners and Joint Sponsors, J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) is Joint Bookrunner and Abu Dhabi Commercial Bank PJSC and Abu Dhabi Islamic Bank PJSC are Co-Lead Managers. Rothschild is acting as financial adviser to the Company.

Publication of Prospectus

The Prospectus relating to the offer is expected to be published and available on GMS's website later today.

Enquiries

GMS 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]

Notes to Editors

GMS charters its fleet of nine Self Elevated Support Vessels ("SESV") to a high quality client base of leading national and international oil companies and broader oil and gas services companies in the MENA region and in Northwest Europe. In Northwest Europe, GMS also charters SESVs to leading offshore renewable energy companies and installation contractors to support the construction and maintenance of windfarms.

The Company's SESVs are four-legged self-propelled vessels with a large deck space, crane capacity and accommodation facilities that can be adapted to the requirements of the Company's clients. These 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) and offshore oil and gas platform installation and offshore wind turbine installation (which are Capex-led activities). GMS has been operating since 1977.

GMS's fleet of SESVs is technically advanced and amongst the youngest in the industry, with an average age of nine years. The fleet is categorised by size into Large vessels and Small vessels with a third class, the Mid-Size vessel, to be added in 2015. GMS plans to add up to a further six vessels to its fleet over the next three years as the Company continues to target long term client contracts and to pursue strategies to expand its market positions.

Demand for GMS's vessels is predominantly driven by their premium capabilities as well as market growth underpinned by the need to maintain ageing oil and gas infrastructure and increasing use of enhanced oil recovery techniques to offset declining production profiles.

Between 2011 and 2013, revenues grew from U.S.$106.9 million to U.S.$184.3 million, representing a CAGR of 31.3%.

DISCLAIMERS

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Barclays Bank PLC, 1 Churchill Place, London E14 5HP and Merrill Lynch International, 2 King Edward Street, London EC1A 1HQ solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 ("FSMA").

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

This announcement is an advertisement and not a prospectus and investors should not purchase or subscribe for any Ordinary Shares referred to in this announcement except on the basis of information in the Prospectus to be published by the Company in due course 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.

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.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance.

Each of the Company, Barclays Bank PLC, Merrill Lynch International, J.P. Morgan Securities plc and Rothschild and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Any purchase or subscription of Ordinary Shares in the proposed IPO should be made solely on the basis of the information contained in the final Prospectus to be 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.

The IPO timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the IPO. The value of Ordinary Shares can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the IPO for the person concerned. Past performance cannot be relied upon as a guide to future performance.

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, once published, 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.

In connection with the IPO, Merrill Lynch International, as stabilisation manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Ordinary Shares or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. Merrill Lynch International is not required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Ordinary Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on Merrill Lynch International or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the offer price. Save as required by law or regulation, neither Merrill Lynch International nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the IPO.

In connection with the IPO, Merrill Lynch International, as stabilisation manager, may, for stabilisation purposes, over-allot Ordinary Shares up to a maximum of 15 per cent. of the total number of ordinary shares comprised in the IPO. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Ordinary Shares effected by it during the stabilisation period, certain existing shareholder(s) of the Company will grant to Merrill Lynch International an option (the "Over-allotment Option") pursuant to which Merrill Lynch International may require such existing shareholders to sell additional Ordinary Shares up to a maximum of 15 per cent. of the total number of Ordinary Shares comprised in the IPO (the "Over-allotment Shares") at the offer price. The Over-allotment Option will be exercisable in whole or in part, upon notice by Merrill Lynch International, for 30 calendar days after the commencement of conditional trading of the Ordinary Shares on the London Stock Exchange. Any Over-allotment Shares sold by Merrill Lynch International will be sold on the same terms and conditions as the Ordinary Shares being sold or issued in the IPO and will form a single class for all purposes with the other Ordinary Shares. Save as required by law or regulation, neither Merrill Lynch International nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the IPO.

Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.

 

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