AGM Information • Sep 28, 2022
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 RECOMMENDS THAT YOU VOTE FOR THE RESOLUTION AT THE 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 FOR the Resolution to be proposed at the General Meeting.
Notice convening a General Meeting of the Company, to be held at 2:30pm (UAE Time) on 19 October 2022, is set out in Part 3 at the end of this document.
The action to be taken by Shareholders in respect of the General Meeting is set out on page 7 of this document. Due to the continued unpredictability caused by the COVID-19 pandemic and with the safety and well-being of the Company's shareholders and employees in mind, the Board is planning to hold the General Meeting with the minimum attendance required to form a quorum. As such, the Board expects only one Director and another Company-designated shareholder representative to be in attendance at the venue for quorum purposes in order to conduct the business of the meeting. Members are encouraged to appoint the Chairman of the meeting as their proxy as soon as possible and in any event by no later than 11.30am UK time on 17 October 2022. If, nonetheless, a member wishes to attend the General Meeting physically or appoint a person as their proxy other than the Chairman of the meeting, that member is asked to register their intention to do so by email to [email protected] on reasonable notice to allow appropriate arrangements to be made. In order to ensure your vote is counted, you are encouraged to return your proxy appointing the Chairman of the meeting not later than 11.30am UK time on 17 October 2022. 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 11:30am UK Time on 17 October 2022 (or, in the case of an adjournment of the 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. gmsplc.com. Shareholders are encouraged to refer to the Company's website for 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 General Meeting as your proxy electronically in the event that there are delays in or suspension of the postal service.
| EXPECTED TIMETABLE OF PRINCIPAL EVENTS | 2 |
|---|---|
| GENERAL INFORMATION | 3 |
| PART I – LETTER FROM THE CHAIRMAN | 5 |
| PART II – DEFINITIONS | 11 |
| PART III – NOTICE OF GENERAL MEETING | 13 |
Date of this document 28 September 2022
Latest time and date for receipt of completed Forms of Proxy
General Meeting
11:30am (UK time) on 17 October 2022
11:30am UK time on 19 October 2022
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.
In light of the continued unpredictability caused by the COVID-19 pandemic, members are encouraged to appoint the Chairman of the meeting as their proxy as soon as possible and in any event by no later than 11.30am UK time on 17 October 2022. If, nonetheless, a member wishes to attend the general meeting physically or appoint a person as their proxy other than the Chairman of the meeting, that member is asked to register their intention to do so by email to [email protected] on reasonable notice, to allow appropriate arrangements to be made. In order to ensure your vote is counted, you are encouraged to return your proxy appointing the Chairman of the meeting not later than 11.30am UK time on 17 October 2022.
We strongly encourage you, where possible, to submit your Form of Proxy appointing the Chairman of the General Meeting as your proxy electronically in the event that there are delays in or suspension of the postal service.
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 forward-looking 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 forwardlooking 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.gmsplc.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. gmsplc.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 (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
Mansour Al Alami (Executive Chairman) Hassan Heikal (Non-Executive Deputy Chairman) Rashed Al Jarwan (Non-Executive Director) Lord Anthony St John of Bletso (Non-Executive Director) Charbel El Khoury (Non-Executive Director) Jyrki Koskelo (Non-Executive Director)
Registered Office
107 Hammersmith Road London W14 0QH United Kingdom
To Shareholders and, for information only, to holders of share options and/or awards under any of the Company's employee share schemes
Dear Shareholder
The purpose of this circular is to call the General Meeting at which Shareholders will be asked to consider, and if thought fit approve, the Resolution which, if passed, will give the Board the authority to allot equity securities in the capital of the Company. The Resolution is required in order to satisfy certain obligations of the Company under the terms of the 2021 Master Amendment Agreement, further details of which are set out in this letter.
If Shareholder approval for the Resolution is not obtained at the General Meeting, a majority of the Group's Lenders, representing at least two-thirds of total commitments under the Facilities, will be entitled to exercise their rights to demand immediate repayment of the outstanding debt and/or to enforce their rights over the security granted by the Group, either by enforcing security over assets and/or exercising the share pledge to take control of the business. If an event of default occurs and the Lenders accelerate the outstanding debt, the Group will be unable to pay its debts as they fall due. As a result, the Company could be subject to security enforcement, placed into administration or liquidation and Shareholders could lose the entire value of their investment as a result of those steps.
On 10 June 2020, under the management of the previous board of directors (none of whom are now serving) the Company announced that the Group and its Lenders had entered into the 2020 Common Terms Agreement, an agreement that governs the Group's debt facilities. Pursuant to the terms of the 2020 Common Terms Agreement, the Group was required to use at least U.S.\$75 million of the net proceeds from an equity raise to prepay the Term Loan Facilities by no later than 31 December 2020. The 2020 Common Terms Agreement provided that, if the Group failed to do so, it had to issue warrants to the Lenders on 4 January 2021 and, from 1 January 2021, contingent PIK interest would accrue on the outstanding amount of the Term Loan Facilities at 5 per cent. per annum.
In November 2020, a new Board was appointed. A key priority of the new Board was the renegotiation of the terms of the 2020 Common Terms Agreement and the Company's debt facilities. As reported at the time, the new Board successfully concluded negotiations with the Lenders in March 2021 and the 2021 Common Terms Agreement was entered into, the terms of which were summarised in greater detail in the 2021 Circular and Prospectus. The Board considers that the terms of the 2021 Common Terms Agreement are significantly better than those of the 2020 Common Terms Agreement and expects to see a substantial reduction in the cost of the facilities over the following two years, when compared to the arrangements approved by the previous board.
In addition to a reduction in the rate of interest payable in the term borrowings from LIBOR +5 per cent to LIBOR +3 per cent, the 2021 Common Terms Agreement provided the Company with an extension to the requirement to raise additional U.S.\$ 75 million of equity or to issue 87,621,947 warrants (the "Warrants") of the Company to the Lenders. Each Warrant would give the Lenders the right (but not the obligation) to subscribe for Ordinary Shares on the terms of the Warrant Instrument. The Warrants, if fully exercised, would give the Lenders rights to approximately 134 million Ordinary Shares. The subscription price per Ordinary Share would be determined at the time of the issuance of the Warrants. The terms of the Warrants were described in the 2021 Circular and Prospectus and the Board received adequate authority to issue such Warrants from the Shareholders at the General Meeting of the Company on 25 June 2021.
The Company successfully raised an initial U.S.\$ 25 million of new equity in June 2021, as required by the 2021 Common Terms Agreement, the terms of which are set out in the 2021 Circular and Prospectus. As reported in the 2021 Annual Report published in June this year, under the terms of the 2021 Common Terms Agreement, the Group must now either: (a) raise at least U.S.\$ 50 million in new equity by 31 December 2022 (and, by that same date, must prepay the Term Loan Facilities by that amount); or (b) (if it fails to make such a prepayment) issue the Warrants to the Lenders on 2 January 2023. As at 28 September 2022, both of these scenarios remain possible, however, the Board considers the more likely of the two scenarios will be the issuance of the Warrants.
In addition to the above, the 2021 Master Amendment Agreement set out the following obligations on the Company:
(1) by no later than 30 September 2022, issue a circular and a notice of general meeting at which a proposed Equity Raise Resolution will be voted on (such meeting to be held no later than 24 October 2022); and
(2) by no later than the Business Day after the date of the General Meeting referred to in paragraph (1) above, provide evidence to the Lenders' intercreditor agent that the Equity Raise Resolution has been duly passed.
The publication of this circular and the holding of the General Meeting will satisfy limb (1) of the obligations of the 2021 Master Amendment Agreement, summarised above. Approval of the Resolution by Shareholders at the General Meeting is required in order to enable the Company to satisfy limb (2) of the obligations summarised above.
This means that, if the Resolution is not approved, the Company will be in an event of default under the Facilities.
We are therefore writing to you now to provide notice of the General Meeting and to ask that you vote in favour of the Resolution, giving the Board the authority to issue equity in the Company. Any such issuance will be required to be carried out on a pre-emptive basis, such that every Shareholder would have the ability to participate in the equity raise in proportion to their holding of Shares at the relevant time. As noted above, while the Board is seeking the authority to be able to issue equity securities, as at 28 September 2022, no decision has been made as to whether the Company will proceed with an equity raise. The Board considers the more likely scenario will be the issuance of the Warrants.
The Directors unanimously recommend that you vote in favour of the Resolution to ensure that the Company is able to satisfy the provisions of the 2021 Master Amendment Agreement, and thereby avoid triggering an event of default. Were an event of default to be triggered and enforced, the Company could be placed into administration or liquidation and Shareholders could lose the entire value of their investment.
The Board continues to be in discussions with the Lenders as to the Company's plans.
In summary, the Resolution being proposed would provide Directors with authority to allot shares on a pre-emptive basis. Without such authority from Shareholders, under UK law, the Directors have no authority to allot shares even on a pre-emptive basis.1 The limits of authority set out in the Resolution are the same as those set out in the UK Investment Associations Share Capital Management Guidelines issued in July 2016 ("UK Capital Management Guidelines"). These UK Capital Management Guidelines were established and set at levels considered to provide adequate protections to existing shareholders as well as appropriate flexibility for companies to respond to circumstances that may arise.
The authority in paragraph (a) of the Resolution, if passed, would provide the Directors with a general authority on a pre-emptive basis to allot new shares and/or grant rights to
1 The only current authority which Directors have to allot shares relates to shares that may be due to be issued under the Company's long-term incentive arrangements for employees previously approved by shareholders at the annual general meeting.
subscribe for, or convert other securities into, shares up to an aggregate number of 338,804,850 Ordinary Shares which is equal to approximately one-third of the issued share capital of the Company as at 28 September 2022, being the latest practicable date before the publication of this Notice. If the Resolution is passed and the Directors exercise their discretion to issue Ordinary Shares, or the right to subscribe for Ordinary Shares pursuant to limb (a) of the Resolution, those Shareholders holding Ordinary Shares at the relevant time will have the right to partake in the equity raise in proportion to their existing holdings. Shareholders would not be able to sell or transfer this right.
The authority in paragraph (b) of the Resolution, if passed, would provide the Directors with an additional authority on a pre-emptive basis to allot and grant rights to subscribe for, or convert other securities into, shares in connection with a rights issue only up to a further aggregate number of 338,804,850 Ordinary Shares, which is equal to approximately one-third of the issued share capital of the Company as at 28 September 2022, being the latest practicable date before publication of this Notice. If the Resolution is passed and the Directors exercise their discretion to issue shares, or rights to subscribe for, or convert other securities into shares pursuant to limb (b) of the Resolution, those Shareholders holding Ordinary Shares at the relevant time will have the right to partake in the rights issue in proportion to their existing holdings. Should a Shareholder or other holder of equity securities not wish to partake in the rights issue, it may sell or transfer such right (subject to the terms of the rights issue).
When taken together, the authorities proposed in paragraphs (a) and (b) of this resolution extend (before any reduction) to approximately two-thirds of the current issued share capital of the Company as at 28 September 2022, being the latest practicable date before the publication of this Notice. These authorities are in line with the UK Capital Management Guidelines.
As noted above, the 2021 Master Amendment Agreement requires that the Board seeks (no later than 30 September 2022) and obtains (prior to 24 October 2022) the necessary shareholder authority to allot equity securities. The Resolution, if passed, would serve to meet this requirement. The Resolution, if passed, would also give the Board the maximum flexibility to issue equity on a pre-emptive basis permitted by the UK Capital Management Guidelines, but would give the Board no authority to allot shares beyond this permitted flexibility or on a non-pre-emptive basis. The Board has no current intention to allot new shares or other equity securities under the authorities conferred by the Resolution, although the Board intends to keep this matter under review.
The authorities conferred by this resolution will expire on the earlier of 30 June 2023 and the conclusion of the Company's next AGM.
The authority to allot and to disapply pre-emption rights granted pursuant to Resolution 4 (Authority to allot in connection with the Warrant Issuance) and Resolution 5 (Authority to disapply pre-emption rights in connection with the Warrant Issuance) at the General Meeting of the Company on 25 June 2021 in relation to the issuance of the Warrants that may be required in connection with the 2021 Common Terms Agreement, will continue to apply in the terms thereof in addition to the authorities sought at this General Meeting.
Your Board unanimously recommends that you VOTE FOR the Resolution for the following reasons:
If the Resolution is not passed by 24 October 2022 a majority of the Lenders, representing at least two thirds of total commitments under the Facilities, will be entitled to exercise their rights to demand immediate repayment of the outstanding debt and/or to enforce their rights over the security granted by the Group, either by enforcing security over assets and/or exercising the share pledge to take control of the business. If an event of default occurs and the Lenders accelerate the outstanding debt, the Group will be unable to pay its debts as they fall due. As a result, the Company could be subject to security enforcement, placed into administration or liquidation and Shareholders could lose the entire value of their investment as a result of those steps.
Consequently, the Board unanimously recommends that Shareholders vote in favour of the Resolution to enable the Company to satisfy these provisions of the 2021 Master Amendment Agreement.
In order to pass the Resolution, a majority of Shareholders are required to vote in favour of the Resolution. It is therefore important that all Shareholders exercise their right to vote in favour of the Resolution to minimise the chance that the requisite voting majority is not satisfied.
For the reasons discussed above, the Board is unanimously recommending that Shareholders VOTE FOR the Resolution.
Set out in Part 3 at the end of this document is a notice convening the General Meeting of the Company to be held at 2:30pm (UAE Time) on 19 October 2022, at which the Resolution will be proposed.
The Resolution is being proposed as an ordinary resolution as set out in the notice of the General Meeting on page 5 of this document.
The Directors consider that the Resolution is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders VOTE FOR the Resolution to be proposed at the General Meeting.
The Board expects only one Director and another Company-designated shareholder representative to be in attendance at the venue for quorum purposes in order to conduct the business of the meeting. Shareholders are therefore encouraged to cast their votes by proxy appointing the Chairman of the meeting as proxy to vote
on their behalf. If, nonetheless, you wish to attend the General Meeting physically or appoint a person as your proxy other than the Chairman of the General Meeting, you are asked to register your intention by email to [email protected] on reasonable notice, to allow appropriate arrangements to be made.
Shareholders will find enclosed with the Notice in this document a Form of Proxy for use in connection with the General Meeting. You are urged to complete, sign and return the Form of Proxy appointing the Chairman of the meeting as your 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 11:30am (UK Time) on 17 October 2022 (or, in the case of an adjournment of the 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 General Meeting as your proxy electronically in the event that there are delays in or suspension of the postal service.
Appointing someone other than the Chairman of the meeting as your Proxy will not enable your vote to be counted at the General Meeting unless that Proxy personally attends the General Meeting.
For the reasons given above, the Directors consider that the Resolution is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders VOTE FOR the Resolution to be proposed at the General Meeting.
Yours faithfully
Mansour Al Alami Executive Chairman
The following definitions apply throughout this document and the accompanying Form of Proxy, unless the context requires otherwise.
| 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. |
| Equity Raise Resolution | the shareholder resolutions required to be procured by the Company in relation to the Second Equity Raise. |
| Facilities | the Term Loan Facilities and the Working Capital Facility. |
| FCA | the Financial Conduct Authority. |
| Form of Proxy | the form of proxy for use by Shareholders in connection with the General Meeting and accompanying this document. |
| FSMA | the Financial Services and Markets Act 2000 (as amended from time to time). |
| General Meeting | the general meeting of the Company convened by the Directors in accordance with section 302 of the Act and to be held at 2:30pm (UAE Time) on 19 October 2022, or any adjournment thereof, notice of which is set out at the end of this document. |
| Group | the Company and its subsidiaries (as defined in Section 1159 of the Act) from time to time. |
| Lenders | the Group's consortium of lending banks. |
| 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 General Meeting set out in this document. |
| Ordinary Shares or Shares | the ordinary shares of 2 pence each in the share capital of the Company. |
| 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. |
| Resolution | the resolution in the Notice to be proposed at the General Meeting, of which the resolution is being proposed as an ordinary resolution. |
| Second Equity Raise | an issuance of ordinary shares by the Company (other than pursuant to the Warrants) where the issue of ordinary shares occurs after 30 June 2021 but before 1 January 2023. |
|---|---|
| Shareholders | the holders of Ordinary Shares and "Shareholder" shall mean any one of them. |
| Term Loan Facilities | the conventional and Islamic term credit facilities made available to the Group by the Lenders in an aggregate outstanding amount of U.S.\$ 351.5 million as at 30 June 2022. |
| UK Capital Management Guidelines | has the meaning given to it in paragraph 2 of the Chairman's Letter. |
| United Kingdom or UK | the United Kingdom of Great Britain and Northern Ireland. |
| Warrants | has the meaning given to it in paragraph 1 of the Chairman's Letter. |
| Warrant Instrument | warrant instrument (2) in the form agreed between the Lenders and the Company, as appended to the 2021 Master Amendment Agreement. |
| Working Capital Facility | the conventional and Islamic U.S.\$ 45 million working capital facility made available to the Group by certain of the Lenders, consisting of a bonding/guarantee facility with a cash sub-limit of U.S.\$ 20 million. |
| 2021 Circular and Prospectus | the circular and prospectus dated 9 June 2021 which is available for review on the Company's website at www.gmsplc.com/CapitalRaise.aspx. |
| 2020 Common Terms Agreement | the common terms agreement in the form scheduled to the master amendment agreement entered into between the Group and its Lenders on 8 June 2020. |
| 2021 Common Terms Agreement | the amended and restated 2020 Common Terms Agreement, in the form scheduled to the 2021 Master Amendment Agreement. |
| 2021 Master Amendment Agreement | the master amendment agreement between amongst others the Company and the Lenders' intercreditor agent, dated 31 March 2021. |
Important information: This document and the accompanying Form of Proxy are important and require your immediate attention. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other independent professional adviser immediately. If you have sold or otherwise transferred all of your shares, please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares.
Notice is hereby given that the General Meeting of Gulf Marine Services PLC (the "Company") will be held on 19 October 2022 at 2.30pm (UAE time) at Gulf Marine Services WLL, Office 403, International Tower, 24th (Karama) Street, Abu Dhabi, United Arab Emirates to transact the business set out in the resolutions below.
In light of the continued unpredictability caused by the COVID-19 pandemic, members are encouraged to appoint the Chairman of the meeting as their proxy as soon as possible and in any event by no later than 11.30am (UK time) on 17 October 2022. If, nonetheless, a member wishes to attend the General Meeting physically or appoint a person as their proxy other than the Chairman of the meeting, that member is asked to register their intention to do so, by email to [email protected] on reasonable notice, to allow appropriate arrangements to be made. In order to ensure your vote is counted, you are encouraged to return your proxy appointing the Chairman of the meeting not later than 11.30am (UK time) on 17 October 2022.
The resolution will be proposed as an ordinary resolution; this means that for the resolution to be passed, more than half of the votes cast must be in favour
Voting on the resolution will be by way of a poll. The Company believes this will result in a more transparent and accurate reflection of the views of shareholders by ensuring that every vote is recognised, including the votes of all shareholders who are unable to attend the meeting but who have appointed the Chairman as proxy for the meeting. Shareholders have one vote for each ordinary share held when voting on a poll.
Authority to allot shares
To authorise the Directors generally and unconditionally, in accordance with section 551 of the Companies Act 2006 (the "Act"), to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares of the Company: (a) up to a maximum aggregate number of 338,804,850 ordinary shares of 2 pence each
Except for the authorities granted pursuant to Resolution 4 (Authority to allot in connection with the Warrant Issuance) and Resolution 5 (Authority to disapply pre-emption rights in connection with the Warrant Issuance) at the General Meeting of the Company on 25 June 2021 (which will remain in full force and effect in terms thereof) these authorities shall apply in substitution for all previous authorities obtained prior to the date hereof pursuant to section 551 of the Act and shall expire on the date of the next AGM or at the close of business on 30 June 2023, whichever is the earlier, but in each case the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities under any such offer or agreement as if the authority conferred by this resolution had not expired.
For the purposes of this resolution, "rights issue" means an offer to:
(or other negotiable document) which may be traded for a period before payment for securities is due, but subject in both cases to such exclusions or other arrangements as the Directors may consider necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in, or under the laws of, any territory or the requirements of any regulatory body or stock exchange.
By order of the Board
Tony Hunter Company Secretary 28 September 2022
Gulf Marine Services PLC Registered Office: 107 Hammersmith Road, London, W14 0QH, United Kingdom
The following notes explain your general rights as a shareholder and your right to attend and vote at this General Meeting or to appoint someone else to vote on your behalf.
The information in the Chairman's letter is incorporated by reference into these notes which explain your general rights as a member and your rights to attend and vote at the General Meeting or to appoint someone else to vote on your behalf. In light of the continued unpredictability caused by the COVID-19 pandemic, members are encouraged to appoint the Chairman of the meeting as their proxy as soon as possible and in any event by no later than 11.30am (UK time) on 17 October 2022. If a member wishes to attend the General Meeting physically or appoint a person as their proxy other than the Chairman of the meeting, that member is asked to register their intention to do so by email to [email protected] on reasonable notice to allow appropriate arrangements to be made. In order to ensure your vote is counted, you are encouraged to return your proxy appointing the Chairman of the meeting not later than 11.30am (UK time) on 17 October 2022. Due to the circumstances, we are not planning to have a Directors' presentation at the General Meeting and it will be held strictly to conduct the business of the General Meeting.
Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the General Meeting. There are no other procedures or requirements for entitled shareholders to comply with in order to attend and vote at the General Meeting. In alignment with best practice for UK listed companies, it is the current intention that each of the resolutions to be put to the General Meeting will be voted on by way of a poll and not by show of hands. The Company believes that a poll is more representative of shareholders' voting intentions because shareholder votes are counted according to the number of ordinary shares held and all votes tendered are taken into account.
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. The Company strongly encourages you, where possible, to submit your Form of Proxy appointing the Chairman of the meeting as proxy electronically in the event that: (i) there are delays in or suspension of the postal service;
A Form of Proxy lodged electronically will be invalid unless it is lodged at the electronic address specified in this Note 9 no later than 11.30am (UK time) on 17 October 2022. Alternatively, if members are registered with the Equiniti online portfolio service 'Shareview.co.uk', they can vote by logging on with their usual user ID and password. Once logged in simply click "View" on the "My Investments" page, click on the link to vote then follow the on screen instructions. Members are advised to read the terms and conditions of use carefully. Electronic communication facilities are available to all shareholders and those who use them will not be disadvantaged. The Company will not accept any communication that is found to contain a computer virus.
15.Under section 527 of the Act, shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the external auditor's report and the conduct of the external audit) that are to be laid before the General Meeting ; or (ii) any circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 (requirements as to website availability) of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's external auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the General Meeting includes any statement that the Company has been required under section 527 of the Act to publish on a website.
16.Any shareholder has the right to ask questions relating to the business being dealt with at the meeting. As members may not be able to attend the meeting in person, if they do wish to ask questions, they may do so by submitting questions about the business of the meeting in advance of the meeting by email to [email protected]. In so far as relevant to the business of the meeting, members will be responded to by email and questions will be taken into account as appropriate at the meeting itself but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
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.gmsplc.com
Donnelley Financial Solutions 379476
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