NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")
FOR IMMEDIATE RELEASE 28th May 2020
Seafox International Limited
("Seafox" or the "Company")
Statement regarding Gulf Marine Services PLC ("GMS")
Further to Seafox's announcement on 30 April 2020 regarding a possible offer for GMS, after careful consideration, Seafox confirms that it does not intend to make an offer for GMS pursuant to Rule 2.7 of the Code.
For the purposes of Rule 2.8 of the Code, Seafox, and any person(s) acting in concert with it, reserve the right to make or participate in an offer or possible offer for GMS (and/or take any other action which would otherwise be restricted under Rule 2.8 of the Code) within 6 months of the date of this announcement:
(a) with the agreement of the board of GMS;
(b) following the announcement of a firm intention to make an offer for GMS by a third party;
(c) following the announcement by GMS of a "whitewash" proposal (for the purposes of Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover; or
(d) if there has been a material change of circumstances (as determined by the Panel on Takeovers and Mergers).
Perella Weinberg UK Limited (Financial adviser to Seafox)
+44 207 268 2800
Seafox is a leading global offshore jack-up company, providing services to support the oil & gas and renewable industry. Seafox owns and exclusively manages eleven self-elevating jack-up units. Seafox's customers benefit from its wealth of experience in accommodation & crane support, well testing & workover, transport & installation and decommissioning. Furthermore, Seafox offers temporary accommodation units for offshore locations and on board vessels.
In accordance with Rule 26.1 of the Code, a copy of this announcement will be published on the Company's website at www.Seafox.com promptly and by no later than 12 noon (London time) on the business day following this announcement. The content of this website is not incorporated in, and does not form part of, this announcement.
Perella Weinberg UK Limited which is authorised and regulated by the FCA in the UK, is acting exclusively for Seafox and no one else in connection with the Acquisition and will not be responsible to anyone other than Seafox for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matters referred to in this Announcement.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise.
The release, publication or distribution of this announcement in whole or in part, directly or indirectly, in, into or from certain jurisdictions other than the United Kingdom and the availability of any offer to persons who are not resident in the United Kingdom may be affected by the laws of such jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.
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