Result of placing of GMS shares by a shareholder
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Result of oversubscribed placing of ordinary shares in Gulf Marine Services plc ("GMS" or the "Company") by a selling shareholder
On 27 June 2024, Zeus announced that it had been given an order by Seafox International Limited ("Seafox" or "Selling Shareholder"), a 28.5 per cent. shareholder in GMS to sell approximately $10 million of ordinary shares of 2 pence each in GMS ("Ordinary Shares") (the "Placing Shares") at a minimum of 17 pence per Ordinary Share (the "Placing").
Zeus announces that the Selling Shareholder has sold in total 51,136,347 Ordinary Shares (the "Placing Shares"), representing 4.8 per cent. of the issued share capital of GMS, and equating to c.$11 million. The Placing Shares were placed at a price of 17 pence per Placing Share and were sold to investors in a Placing managed by Zeus Capital Limited ("Zeus") who acted as sole bookrunner (the "Bookrunner") in connection with the Placing.
The trade date of the Placing is 28 June 2024 (the "Trade Date") and settlement of the Placing is expected to take place on 2 July 2024.
Following the Placing, Seafox will hold 253,686,385 Ordinary Shares equivalent to 23.7 per cent. of GMS's issued share capital. Seafox has undertaken to Zeus that it will not, for a period of 75 days from 30 June 2024, dispose of any further Ordinary Shares, save in the scenarios where (i) GMS undertakes a share buyback or (ii) an independent third party announces a possible offer for GMS. In addition, Seafox has undertaken that for the period after 75 days and before 30 September 2024 it will only sell in response to institutional demand communicated to it through Zeus, subject to the same carve outs included above.
Ben Robertson (Corporate Broking) Rupert Woolfenden and Nick Searle (Sales) Louisa Waddell (Investment Banking)
No prospectus, admission document or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by the Selling Shareholder, Zeus or any of their respective affiliates.
Neither this Announcement nor any copy of it may be taken, transmitted or distributed, 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, New Zealand, Canada, the Republic of South Africa or Japan. Any failure to comply with this restriction may constitute a violation of US, Australian, New Zealand, Canadian, South African or Japanese securities laws.
The Bookrunner, nor any of their respective directors, unlimited partners, 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, including past announcements, relating to the Company or 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.
No representation is made in connection with the Placing by the Selling Shareholder or Zeus, except as required by law or regulation.
References to time in this Announcement are to London time, unless otherwise stated. All times and dates in this Announcement may be subject to amendment.
INFORMATION TO DISTRIBUTORS
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any manufacturer (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as respectively defined in paragraphs 3.5 and 3.6 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties.
Each distributor (including each Intermediary) is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to any Placing Shares. Each distributor (including each Intermediary) is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
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