AGM Information • Oct 28, 2020
AGM Information
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THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document and/or the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised for the purposes of FSMA who specialises in advising on the acquisition of shares and other securities if you are in the United Kingdom or, if not, another appropriately authorised independent financial adviser.
If you have sold or otherwise transferred, or you sell or otherwise transfer, all of your registered holding of Shares, please immediately forward this document, together with the accompanying Form of Proxy, to the purchaser or transferee or to the stockbroker, bank or other agent through or by whom the sale or transfer was or is effected for onward delivery to the purchaser or transferee. If you have sold or otherwise transferred, or you sell or otherwise transfer, only part of your registered holding of Shares, please immediately contact your stockbroker, bank or other agent through or by whom the sale or transfer was effected.
(incorporated and registered in England and Wales with registered number 08860816)
and
YOUR BOARD UNANIMOUSLY RECOMMEND THAT YOU VOTE AGAINST THE SEAFOX RESOLUTION AT THE REQUISITIONED GENERAL MEETING.
This document should be read as a whole and in its entirety. Your attention is drawn to the letter from the Chairman of the Company which is set out in Part I of this document, which contains the unanimous recommendation of the Directors that Shareholders VOTE AGAINST the Seafox Resolution to be proposed at the Requisitioned General Meeting.
Notice convening a Requisitioned General Meeting of the Company, to be held at 12 noon on 25 November 2020, is set out at the end of this document.
The action to be taken by Shareholders in respect of the Requisitioned General Meeting is set out on page 6 of this document. In light of the impact of the COVID-19 pandemic, and in line with the 2020 Act, Shareholders will not be given the opportunity to attend the Requisitioned General Meeting in person. Shareholders will have the right to vote on the resolutions to be considered at the Requisitioned General Meeting, provided that they appoint the Chairman of the meeting as their proxy. As such, you are urged to complete the accompanying Form of Proxy and return it in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received by post or, during normal business hours only, by hand, by the Registrar, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, by no later than 12 noon on 23 November 2020 (or, in the case of an adjournment of the Requisitioned General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting).
A copy of this document will also be available from the Company's website www.gmsuae.com. Shareholders are encouraged to refer to the Company's website to review this document and any other communications from the Company in connection with the matters described in this document.
We strongly encourage you, where possible, to submit your Form of Proxy appointing the Chairman of the Requisitioned General Meeting as your proxy electronically in the event that: (i) there are delays in or suspension of the postal service; or (ii) Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA is closed as a result of COVID-19.
| EXPECTED TIMETABLE OF PRINCIPAL EVENTS 2 | |
|---|---|
| GENERAL INFORMATION 3 | |
| PART I – LETTER FROM THE CHAIRMAN 5 | |
| PART II – DEFINITIONS | 8 |
| PART III – NOTICE OF REQUISITIONED GENERAL MEETING 10 |
| Date of this document | 28 October 2020 |
|---|---|
| Latest time and date for receipt of completed Forms of Proxy | 12 noon on 23 November 2020 |
| Requisitioned General Meeting | 12 noon on 25 November 2020 |
Other than the date of this document, each of the times and dates in the table above is indicative only and may be subject to change. If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service. References to times in this document are to UK time unless stated otherwise.
We consider the health and wellbeing of our employees, Shareholders and other stakeholders must continue to be of paramount importance. This necessitates that we have suitable arrangements in place for the Requisitioned General Meeting as well as in our business operations. Our approach towards such arrangements must also take in to account the prevailing public health advice imposed by the UK Government in response to the COVID-19 pandemic. In light of the above, Shareholders will not be given the opportunity to attend the Requisitioned General Meeting in person.
We strongly encourage you, where possible, to submit your Form of Proxy appointing the Chairman of the Requisitioned General Meeting as your proxy electronically in the event that: (i) there are delays in or suspension of the postal service; or (ii) Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA is closed as a result of COVID-19.
Note:
If you have any questions on how to complete the Form of Proxy, please contact the Registrar, Equiniti Limited, on 0371 384 2030. If you are calling from overseas, please call on +44 (0) 121 415 7047. Calls from outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. – 5.30 p.m. (UK time), Monday to Friday, excluding public holidays in England and Wales. Please note that Equiniti Limited cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
This document may include certain forward-looking statements, beliefs or opinions, including statements with respect to the Company's business, financial condition and results of operations. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other various or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. These statements are made by the Directors in good faith based on the information available to them at the date of this document and reflect the Directors' beliefs and expectations. By their nature these statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forwardlooking statements, including, without limitation, developments in the global economy, changes in regulation and government policies, spending and procurement methodologies and currency fluctuations.
No representation or warranty is made that any of these statements will come to pass. Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this document speak only as of their respective dates, reflect the Directors' 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 Company's operations and growth strategy. Subject to the requirements of the FCA, the London Stock Exchange, the Listing Rules and the Disclosure Guidance and Transparency Rules (and/or any regulatory requirements) or applicable law, the Company explicitly disclaims any obligation or undertaking publicly to release the result of any revisions to any forward-looking statements in this document that may occur due to any change in the Company's expectations or to reflect events or circumstances after the date of this document.
Any information contained in this document on the price at which shares or other securities in the Company have been bought or sold in the past, or on the yield on such shares or other securities, should not be relied upon as a guide to future performance.
This document is not a prospectus and it does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to sell, dispose of, purchase, acquire or subscribe for, any security.
A copy of this document, together with all information incorporated into this document by reference to another source, is and will be available for inspection on the Company's website at www.gmsuae.com from the time this document is published. For the avoidance of doubt, the contents of the websites referred to in this document are not incorporated into, and do not form part of, this document.
If and to the extent that any document or information incorporated by reference or attached to this document itself incorporates any information by reference, either expressly or impliedly, such information will not form part of this document, except where such information or documents are stated within this document as specifically being incorporated by reference or where this document is specifically defined as including such information.
In particular, information on or accessible through the Company's corporate website at www.gmsuae.com does not form part of, and is not incorporated into, this document.
If you have received this document in electronic form, you may request a hard copy of this document and/or any information incorporated into this document by reference to another source by contacting the Registrar, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, or between 8.30 a.m. and 5.30 p.m. (UK time), Monday to Friday (excluding public holidays in England and Wales), on 0371 384 2030 from within the UK or on +44 (0) 121 415 7047 if calling from outside the UK (calls from outside the UK will be charged at the applicable international rate), with your full name and the full address to which the hard copy may be sent (calls may be recorded and monitored for training and security purposes).
Certain terms used in this document, including capitalised terms and certain technical and other items, are defined and explained in the section titled "Definitions" in Part II of this document.
(a public limited company incorporated in England and Wales with registered number 08860816)
Directors Registered Office
Tim Summers (Executive Chairman) Mo Bississo (Non-Executive Director) David Blewden (Non-Executive Director) Dr Shona Grant (Non-Executive Director) Mike Turner (Non-Executive Director)
107 Hammersmith Road London W14 0QH United Kingdom
28 October 2020
Dear Shareholder
For background to the matters to be considered by Shareholders in connection with this Notice of Requisitioned General Meeting, the Board draws your attention to: (i) the Company's Circular to Shareholders and Notice of General Meeting dated 7 July 2020 (the "First Requisition Circular") relating to a requisition from Seafox to appoint Mr. Hassan Heikal and Mr. Hesham Halbouny as directors of the Company; and (ii) the Company's Circular to Shareholders and Notice of General Meeting dated 13 October 2020 (the "Second Requisition Circular") relating to a further requisition from Seafox to remove Mr. Mike Turner, Mr. David Blewden, Mr. Mo Bississo and Dr. Shona Grant as directors of the Company and appoint Mr. Rashad Saif Al Jarwan, Mr. Mansour Al Alami and Mr. Saeed Mer Abdulla Khoory as directors of the Company.
In accordance with the Board's obligations under section 304 of the Act, the Company has therefore today convened the Requisitioned General Meeting to be held on 25 November 2020 to allow shareholders to consider the Seafox Resolution.
We are writing to you to:
The Board draws your attention to the section titled "Reasons for the Board's Recommendation to Vote Against the Seafox Resolutions" in Part I (Letter from the Chairman) of the First Requisition Circular for an explanation of the reasons why the Board does not consider the appointment of Mr. Heikal to the Board to be in the best interests of the Company and its Shareholders as a whole.
The views expressed in the First Requisition Circular are further supported by Seafox's most recent actions as described in the Second Requisition Circular.
Mr. Heikal is the Chairman of Seafox. The Board believes that Seafox's recent actions clearly demonstrate an intention to disrupt the governance of the Company and have had the effect that the Company's planned equity raise cannot be completed this year. Further, Seafox has voted its shares so as to block the issue of warrants to the Company's lending banks. These entirely self-serving actions damage the value of the Company and risk putting it into default under its bank facilities. As a result of Seafox's actions, Shareholders are now at an increased risk of losing the entire value of their investment. This supports the Board's view that Seafox continues to have a tactical plan to acquire the assets or equity of the Company at an undervaluation, as it has already attempted to do, twice, earlier this year.
Set out at the end of this document is a notice convening the Requisitioned General Meeting of the Company to be held at 12 noon on 25 November 2020, at which the Seafox Resolution will be proposed.
The Seafox Resolution is an ordinary resolution as set out in the Notice of the Requisitioned General Meeting on page 10 of this document.
The Directors consider that the Seafox Resolution is NOT in the best interests of the Company, its Shareholders as a whole and its other stakeholders. Accordingly, the Directors unanimously recommend that Shareholders VOTE AGAINST the Seafox Resolution to be proposed at the Requisitioned General Meeting.
In light of the impact of the COVID-19 pandemic and the importance that the Company places on the health and wellbeing of our employees, Shareholders and other stakeholders, Shareholders will not be given the opportunity to attend the Requisitioned General Meeting in person.
The Requisitioned General Meeting will therefore be held in accordance with Paragraph 3 of Schedule 14 to the 2020 Act, with two or more Shareholders or their proxies, each of whom will be a Director or the Company Secretary, being connected by electronic means. Other Shareholders and their proxies will not have the right to attend the Requisitioned General Meeting in person or otherwise participate, other than by voting by appointing the Chairman of the Requisitioned General Meeting as their proxy.
Shareholders will find enclosed with the Notice in this document a Form of Proxy for use in connection with the Requisitioned General Meeting. You are urged to complete, sign and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received by post or, during normal business hours only, by hand, by the Registrar, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, as soon as possible and by no later than 12 noon on 23 November 2020 (or, in the case of an adjournment of the Requisitioned General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any part of a day that is not a Business Day)).
We strongly encourage you, where possible, to submit your Form of Proxy appointing the Chairman of the Requisitioned General Meeting as your proxy electronically in the event that: (i) there are delays in or suspension of the postal service; or (ii) Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA is closed as a result of COVID-19.
Appointing a proxy in accordance with the instructions set out above will enable your vote to be counted at the Requisitioned General Meeting.
For the reasons given above, the Directors unanimously consider that the Seafox Resolution is NOT in the best interests of the Company, its Shareholders as a whole and its other stakeholders. Accordingly, the Board therefore unanimously recommends that Shareholders VOTE AGAINST the Seafox Resolution to be proposed at the Requisitioned General Meeting.
Yours faithfully
Tim Summers Executive Chairman
The following definitions apply throughout this document and the accompanying Form of Proxy, unless the context requires otherwise.
| 2020 Act | the Corporate Insolvency and Governance Act 2020, an Act of Parliament that introduced new, temporary arrangements for the holding of general meetings of UK companies during the COVID-19 pandemic. |
|---|---|
| Act | the Companies Act 2006 (as amended from time to time). |
| Board or Directors | the directors of the Company whose names are set out on page 5 of this document. |
| Business Day | a day not being a Saturday, Sunday or public holiday in England on which clearing banks are open for business in the City of London. |
| Company or GMS | Gulf Marine Services PLC. |
| FCA | the Financial Conduct Authority. |
| First Requisition Circular | the Company's Circular to Shareholders and Notice of General Meeting dated 7 July 2020. |
| Form of Proxy | the form of proxy for use by Shareholders in connection with the Requisitioned General Meeting and accompanying this document. |
| FSMA | the Financial Services and Markets Act 2000 (as amended from time to time). |
| Listing Rules | the Listing Rules, as published and amended from time to time by the FCA. |
| London Stock Exchange | London Stock Exchange plc. |
| Notice | the notice of the Requisitioned General Meeting set out in Part III of this document. |
| Registrar | Equiniti Limited. |
| Regulatory Information Service | any of the services authorised by the FCA from time to time for the purpose of disseminating regulatory announcements. |
| Requisitioned General Meeting | the general meeting of the Company requested by Seafox and convened by the Directors in accordance with section 304 of the Act and to be held at 12 noon on 25 November 2020, or any adjournment thereof, notice of which is set out at the end of this document. |
| Seafox | Seafox International Limited, being the Shareholder for the purposes of section 303(2) of the Act. |
| Seafox Resolution | the ordinary resolution set out in the Notice that is to be proposed by Seafox at the Requisitioned General Meeting. |
| Second Requisition Circular | the Company's Circular to Shareholders and Notice of General Meeting dated 13 October 2020. |
Shareholders the holders of Shares and "Shareholder" shall mean any one of them.
Shares the ordinary shares of 10 pence each in the share capital of the Company.
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland.
(incorporated in England and Wales with registered number 08860816)
NOTICE IS HEREBY GIVEN that a general meeting (the "Requisitioned General Meeting") of Gulf Marine Services PLC (the "Company") will be held by electronic means at 12 noon on 25 November 2020 for the purpose of considering the ordinary resolution below (the "Resolution"). The Requisitioned General Meeting will be held in accordance with Paragraph 3 of Schedule 14 to the Corporate Insolvency and Governance Act 2020, with two or more Shareholders or their proxies, each of whom will be a Director or the Company Secretary, being connected by electronic means.
The Resolution has been requisitioned pursuant to section 303 of the Companies Act 2006 by Seafox International Limited, the registered holder of c.29.99% of the paid-up capital of the Company carrying voting rights at general meetings of the Company.
1 THAT Hassan Heikal be appointed as a director of the Company with immediate effect.
By order of the Board
Tony Hunter Company Secretary
Dated: 28 October 2020
Registered office: 107 Hammersmith Road London W14 0QH United Kingdom
Registered in England and Wales with number 08860816
by sending a scanned copy of your completed proxy form to [email protected] or, in the case of shares held through CREST, via the CREST system (see note 11 below). For proxy appointments to be valid, they must be received by no later than 12 noon (UK time) on 23 November 2020. If you return more than one proxy appointment, the proxy appointment received last by the Registrar before the latest time for the receipt of proxies will take precedence. You are advised to read the terms and conditions of use carefully. Electronic communication facilities for the receipt of any document or information on proxies are open to all Shareholders and those who use them will not be disadvantaged.
A copy of this Notice, and other information required by section 311A of the Act, can be found on the Company's website at http://www.gmsuae.com.
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