electronic transmission disclaimer strictly not to be forwarded to any other persons this offer is

216 Pages·2014·3.46 MB·English

ELECTRONIC TRANSMISSION DISCLAIMER
STRICTLY NOT TO BE FORWARDED TO ANY OTHER PERSONS
THIS OFFER IS AVAILABLE ONLY TO INVESTORS (1) WITHIN THE UNITED STATES
WHO ARE QUALIFIED INSTITUTIONAL BUYERS (‘‘QIBS’’) PURCHASING IN RELIANCE
ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’), PROVIDED BY RULE
144A THEREUNDER (‘‘RULE 144A’’) OR PURSUANT TO ANOTHER EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT OR (2) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT.
IMPORTANT: You must read the following disclaimer before continuing. This electronic
transmission applies to the attached prospectus relating to Gulf Marine Services PLC (the
‘‘Company’’) dated 14 March 2014 (the ‘‘document’’) and you are therefore advised to read this
disclaimer carefully before reading, accessing or making any other use of the attached document
accessed from this page or otherwise received as a result of such access. In accessing the attached
document, you agree to be bound by the following terms and conditions, including any modifications
to them from time to time, each time you receive any information from us as a result of such access.
You acknowledge that this electronic transmission and the delivery of the attached document is
confidential and intended for you only and you agree you will not forward, reproduce, copy,
download or publish this electronic transmission or the attached document (electronically or
otherwise) to any other person.
The document and the Offer are only addressed to and directed at persons in member states of the
European Economic Area (‘‘EEA’’) who are ‘‘qualified investors’’ within the meaning of Article 2(l)(e)
of the Prospectus Directive (Directive 2003/71/EC and amendments thereto, including Directive 2010/
73/EU, to the extent implemented in the relevant Member State of the EEA) and any implementing
measure in each relevant Member State of the EEA (the ‘‘Prospectus Directive’’) (‘‘Qualified
Investors’’). In addition, in the United Kingdom (‘‘UK’’), this document is being distributed only to,
and is directed only at, Qualified Investors (i) who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the ‘‘Order’’) and Qualified Investors falling within Article
49(2)(a) to (d) of the Order, and (ii) to whom it may otherwise lawfully be communicated (all such
persons together being referred to as ‘‘relevant persons’’). This document must not be acted on or
relied on (i) in the UK, by persons who are not relevant persons, and (ii) in any member state of the
EEA other than the UK, by persons who are not Qualified Investors. Any investment or investment
activity to which this document relates is available only to (i) in the UK, relevant persons, and (ii) in
any member state of the EEA other than the UK, Qualified Investors, and will be engaged in only
with such persons.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES OR IN ANY OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES EXCEPT (1) IN
ACCORDANCE WITH RULE 144A TO A PERSON THAT THE HOLDER AND ANY PERSON
ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QIB OR (2) IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE
OR LOCAL SECURITIES LAWS.
YOU ARE NOT AUTHORISED TO AND MAY NOT FORWARD OR DELIVER THE
ATTACHED DOCUMENT, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON
OR REPRODUCE SUCH DOCUMENT IN ANY MANNER WHATSOEVER, ANY
FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE ATTACHED DOCUMENT IN
WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE
MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS
OF OTHER JURISDICTIONS.
Confirmation of your representation: By accepting electronic delivery of this document, you are deemed
to have represented to Barclays Bank PLC, Merrill Lynch International, J.P. Morgan Securities plc
(which conducts its UK investment banking activities as J.P. Morgan Cazenove), Abu Dhabi
Commercial Bank PJSC and Abu Dhabi Islamic Bank PJSC (collectively, the ‘‘Banks’’), the
Company, and Green Investment Commercial Investments LLC, Ocean Investments Trading LLC,
Horizon Energy LLC and Al Ain Capital LLC (together, the ‘‘Selling Shareholders’’) that (i) you are
acting on behalf of, or you are either (a) an institutional investor outside the United States (as
defined in Regulation S under the Securities Act, or (b) in the United States and a QIB that is
acquiring securities for your own account or for the account of another QIB; (ii) if you are in the
UK, you are a relevant person; (iii) if you are in any member state of the EFA other than the UK,
you are a Qualified Investor; (iv) the securities acquired by you in the Offer have not been acquired
on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or
resale to, any person in circumstances which may give rise to an offer of any securities to the public
other than their offer or resale in any member state of the EEA which has implemented the
Prospectus Directive to Qualified Investors (as defined in the Prospectus Directive); and (v) if you are
outside the United States, UK and EEA (and the electronic mail addresses that you gave us and to
which this document has been delivered are not located in such jurisdictions), you are a person into
whose possession this document may lawfully be delivered in accordance with the laws of the
jurisdiction in which you are located.
This document has been made available to you in an electronic form. You are reminded that
documents transmitted via this medium may be altered or changed during the process of electronic
transmission and consequently none of the Company, the Selling Shareholders, the Banks or any of
their respective affiliates, directors, officers, employees or agents accepts any liability or responsibility
whatsoever in respect of any difference between the document distributed to you in electronic format
and any hard copy version. By accessing the linked document, you consent to receiving it in
electronic form.
A hard copy of the document will be made available to you only upon request.
You are reminded that this document has been made available to you solely on the basis that you
are a person into whose possession this document may be lawfully delivered in accordance with the
laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver
this document, electronically or otherwise, to any other person.
Restriction: Nothing in this electronic transmission constitutes, and may not be used in connection
with, an offer of securities for sale to persons other than the specified categories of institutional
buyers described above and to whom it is directed and access has been limited so that it shall not
constitute a general solicitation. If you have gained access to this transmission contrary to the
foregoing restrictions, you will be unable to purchase any of the securities described therein.
None of the Banks or any of their respective affiliates, or any of their respective directors, officers,
employees or agents accepts any responsibility whatsoever for the contents of this document or for
any statement made or purported to be made by it, or on its behalf, in connection with the Company
or the Offer. The Banks and any of their respective affiliates accordingly disclaim all and any liability
whether arising in tort, contract, or otherwise which they might otherwise have in respect of such
document or any such statement. No representation or warranty, expressed or implied, is made by
any of the Banks or any of their respective affiliates as to the accuracy, completeness, reasonableness,
verification or sufficiency of the information set out in this document.
The Banks are acting exclusively for the Company and no one else in connection with the Offer.
They will not regard any other person (whether or not a recipient of this document) as their client in
relation to the Offer and will not be responsible to anyone other than the Company for providing the
protections afforded to their clients nor for giving advice in relation to the Offer or any transaction
or arrangement referred to herein.
You are responsible for protecting against viruses and other destructive items. Your receipt of this
document via electronic transmission is at your own risk and it is your responsibility to take
precautions to ensure that it is free from viruses and other items of a destructive nature.
C-O / M-94 / Y-78 / K-0
GMS
OFFSHORE CONTRACTOR
Pantone 185 C
OFFSHORE CONTRACTORGMS
Pantone 2915 C
C P P C
- a a -
6 n n O
0 / ton ton / M
M e e
-
-9 / Y 2915 185 C 94 / Y
-0 C -7 Gulf Marine Services PLC
/ 8
K- / K PROSPECTUS
0
-
0
c109603_Cover.indd 1 13/03/2014 09:41 C-60 / M-9 / Y-0 / K-0
Prospectusdated14March2014
Thisdocumentcomprisesaprospectus(the‘‘Prospectus’’)relatingtoGulfMarineServicesPLC(the‘‘Company’’)preparedinaccordancewiththeprospectusrules(the
‘‘Prospectus Rules’’) of the Financial Conduct Authority (the ‘‘FCA’’) made under section 73A of the Financial Services and Markets Act 2000 (as amended) (the
‘‘FSMA’’),hasbeenfiledwiththeFCAandhasbeenmadeavailabletothepublicinaccordancewithSection3.2oftheProspectusRules.
Application has been made to the FCA in its capacity as competent authority under the FSMA (the ‘‘UKLA’’) for all of the ordinary shares in the capital of the
Company(the‘‘OrdinaryShares’’),issuedandtobeissuedinconnectionwiththeOffer,tobeadmittedtothepremiumlistingsegmentoftheOfficialListoftheFCA
(the ‘‘Official List’’) and to London Stock Exchange plc (the ‘‘London Stock Exchange’’) for the Ordinary Shares to be admitted to trading on the London Stock
Exchange’smainmarketforlistedsecurities(together‘‘Admission’’).AdmissiontotradingontheLondonStockExchange’smainmarketforlistedsecuritiesconstitutes
admissiontotradingonaregulatedmarket.48,911,389newOrdinaryShares(the‘‘NewShares’’)arebeingissuedbytheCompanyand73,207,598issuedandoutstanding
Ordinary Shares (the ‘‘Existing Shares’’ and, together with the New Shares, the ‘‘Shares’’) are being sold by the Selling Shareholders (as defined in Part XVIII:
‘‘Definitions’’)tocertaininstitutional,professionalandotherinvestors(the‘‘Offer’’).Inaddition,616,415OrdinarySharesarebeingissuedandallottedbytheCompany
to certain Directors of the Company as described more fully underPart XV: ‘‘Details of the Offer’’ (the ‘‘Directed Offering’’). Conditional dealings in the Shares are
expected to commence on the London Stock Exchange on 14 March 2014. It is expected that Admission will become effective, and that unconditional dealings will
commence in the Shares on the London Stock Exchange, at 8.00 a.m. (London time) on 19 March 2014. All dealings in the Shares prior to the commencement of
unconditionaldealingswillbeofnoeffectifAdmissiondoesnottakeplaceandsuchdealingswillbeatthesoleriskofthepartiesconcerned.Noapplicationhasbeen,oris
currentlyintendedtobe,madefortheOrdinarySharestobeadmittedtolistingortradingonanyotherstockexchange.
TheCompanyanditsDirectors(whosenamesappearonpage30ofthisdocument)acceptresponsibilityfortheinformationcontainedinthisdocument.Tothebestof
the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this
documentisinaccordancewiththefactsandcontainsnoomissionlikelytoaffecttheimportofsuchinformation.
ProspectiveinvestorsareadvisedtoexaminealltherisksthatmightberelevantinconnectionwithaninvestmentintheShares.Prospectiveinvestorsshouldreadthe
entiredocument,andinparticularthesectionentitled‘‘RiskFactors’’,foradiscussionofcertainriskandotherfactorsthatshouldbeconsideredinconnectionwithany
investmentintheShares.

Gulf Marine Services PLC
(incorporated under the Companies Act 2006 and registered in England and Wales with registered number 8860816)
Prospectus
Offer of 122,735,402 Shares at an Offer Price of 135 pence per Ordinary Share and admission of 349,527,804 Shares to the
premium listing segment of the Official List and to trading on the London Stock Exchange
MerrillLynchInternational(‘‘BofAMerrillLynch’’)andBarclaysBankPLC(‘‘Barclays’’)asjointsponsorsandjointglobalco-ordinators(together,the‘‘JointSponsors’’
andthe‘‘JointGlobalCo-ordinators’’)andBofAMerrillLynch,BarclaysandJ.P.MorganSecuritiesplc(whichconductsitsUKinvestmentbankingactivitiesasJ.P.
MorganCazenove,‘‘J.P.MorganCazenove’’)(togetherthe‘‘JointBookrunners’’)andNMRothschild&SonsLimited(the‘‘FinancialAdviser’’)areauthorisedbythe
PrudentialRegulationAuthority(the‘‘PRA’’)andregulatedintheUnitedKingdombythePRAandtheFCA,andareactingexclusivelyfortheCompanyandnoone
elseinconnectionwiththeOffer,andwillnotregardanyotherperson(whetherornotarecipientofthisdocument)asaclientinrelationtotheOfferandwillnotbe
responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the Offer or any
transaction or arrangement referred to in this document. Abu Dhabi Commercial Bank PJSC (‘‘ADCB’’) and Abu Dhabi Islamic Bank PJSC (‘‘ADIB’’) have been
appointedtoactasco-leadmanagers(the‘‘Co-LeadManagers’’and,togetherwiththeJointBookrunners,the‘‘Banks’’).
The Banks andtheFinancial Adviser andanyof their respective affiliatesmayhave engagedin transactions with, andprovidedvarious investmentbanking,financial
advisoryandotherservicesfor,theCompany,forwhichtheywouldhavereceivedcustomaryfees.
In connection with the Offer, BofA Merrill Lynch as StabilisingManager, or any of itsagents, may(but will be underno obligation to), to theextent permitted by
applicablelaw,over-allotSharesoreffectothertransactionswithaviewtosupportingthemarketpriceoftheSharesatahigherlevelthanthatwhichmightotherwise
prevailintheopenmarket.TheStabilisingManagerisnotrequiredtoenterintosuchtransactionsandsuchtransactionsmaybeeffectedonanysecuritiesmarket,over-
the-countermarket,stockexchangeor otherwiseandmaybeundertakenatanytimeduringtheperiodcommencingonthedateofthecommencementofconditional
dealings of the Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilising
Manageroranyofitsagentstoeffectstabilisingtransactionsandthereisnoassurancethatstabilisingtransactionswillbeundertaken.Suchstabilisation,ifcommenced,
maybediscontinuedatanytimewithoutpriornotice.InnoeventwillmeasuresbetakentostabilisethemarketpriceoftheSharesabovetheOfferPrice.Exceptas
required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation
transactionsconductedinrelationtotheOffer.
InconnectionwiththeOffer,theStabilisingManagermay,forstabilisationpurposes,over-allotSharesuptoamaximumof15percent.ofthetotalnumberofShares
comprisedintheOffer.ForthepurposesofallowingtheStabilisingManagertocovershortpositionsresultingfromanysuchover-allotmentsand/orfromsalesofShares
effected byit duringthestabilising period,theOver-allotment Shareholders(asdefined in PartXVIII: ‘‘Definitions’’) havegrantedtoit theOver-allotment Option(as
defined herein), pursuant to which the Stabilising Manager may purchase or procure purchasers for additional Shares up to a maximum of 15 per cent. of the total
numberofSharescomprisedintheOffer(the‘‘Over-allotmentShares’’)attheOfferPrice.TheOver-allotmentOptionisexercisableinwholeorinpart,uponnoticeby
theStabilisingManager,atanytimeonorbeforethe30thcalendardayafterthecommencementofconditionaldealingsoftheSharesontheLondonStockExchange.
AnyOver-allotmentSharesmadeavailablepursuanttotheOver-allotmentOptionwillrankparipassuinallrespectswiththeShares,includingforalldividendsandother
distributionsdeclared,madeorpaidontheShares,willbepurchasedonthesametermsandconditionsastheSharesbeingissuedorsoldintheOfferandwillforma
singleclassforallpurposeswiththeotherShares.
RecipientsofthisProspectusareauthorisedsolelytousethisProspectusforthepurposeofconsideringtheacquisitionoftheShares,andmaynotreproduceordistribute
thisProspectus,inwholeorinpart,andmaynotdiscloseanyofthecontentsofthisProspectusoruseanyinformationhereinforanypurposeotherthanconsideringan
investmentintheShares.SuchrecipientsofthisProspectusagreetotheforegoingbyacceptingdeliveryofthisProspectus.
ThisProspectusdoesnotconstituteorformpartofanyofferorinvitationtosellorissue,oranysolicitationofanyoffertopurchaseorsubscribefor,anysecurities
otherthanthesecuritiestowhichitrelatesoranyofferorinvitationtosellorissue,oranysolicitationofanyoffertopurchaseorsubscribefor,suchsecuritiesbyany
personinanycircumstancesinwhichsuchofferorsolicitationisunlawful.
Apart from the responsibilities and liabilities, if any, which may be imposed on any of the Banks or the Financial Adviser by the FSMA or the regulatory regime
establishedthereunder,orundertheregulatoryregimeofanyjurisdictionwheretheexclusionofliabilityundertherelevantregulatoryregimewouldbeillegal,voidor
unenforceable, none of the Banks or the Financial Adviser, or their respective affiliates, accepts any responsibility whatsoever for, or makes any representation or
warranty,expressorimplied,astothecontentsofthisdocument,includingitsaccuracy,completenessorforanyotherstatementmadeorpurportedtobemadebyit,or
onitsbehalf,inconnectionwiththeCompany,theSharesortheOfferandnothinginthisProspectuswillberelieduponasapromiseorrepresentationinthisrespect,
whether or not to the past or future. Each of the Banks and the Financial Adviser and their respective affiliates accordingly disclaims all and any responsibility or
liability,whetherarisingintort,contractorotherwise(saveasreferredtoabove),whichitmightotherwisehaveinrespectofthisProspectusoranysuchstatement.
PriortomakinganydecisionastowhethertoinvestintheShares,prospectiveinvestorsshouldreadthisProspectusinitsentirety.Inmakinganinvestmentdecision,
eachinvestormustrelyontheirownexamination,analysisandenquiryoftheCompanyandthetermsoftheOffer,includingthemeritsandrisksinvolved.Theinvestors
alsoacknowledgethat:(i)theyhavenotreliedontheBanksortheFinancialAdviseroranypersonaffiliatedwiththeBanksortheFinancialAdviserinconnectionwith
anyinvestigationoftheaccuracyofanyinformationcontainedinthisProspectusortheirinvestmentdecision;and(ii)theyhavereliedonlyontheinformationcontained
inthisdocumentandthatnootherpersonhasbeenauthorisedtogiveanyinformationortomakeanyrepresentationconcerningtheGrouportheShares(otherthanas
containedinthisProspectus)and,ifgivenormade,anysuchotherinformationorrepresentationshouldnotberelieduponashavingbeenauthorisedbytheCompany,
thedirectors,theSellingShareholdersoranyoftheBanksortheFinancialAdviser.
No person has been authorised to give any information or make any representations other than those contained in this Prospectus and, if given or made, such
informationorrepresentationsmustnotbereliedonashavingbeensoauthorised.NeitherthedeliveryofthisProspectusnoranysubscriptionorsalemadeunderit
shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this document or that the
informationinitiscorrectasofanysubsequenttime.
None of the Company, the Selling Shareholders, the Banks or the Financial Adviser or any of their respective representatives, is making any representation to any
prospectiveinvestoroftheSharesregardingthelegalityofaninvestmentintheSharesbysuchprospectiveinvestorunderthelawsapplicabletosuchprospectiveinvestor.
ThecontentsoftheProspectusshouldnotbeconstruedaslegal,financialortaxadvice.Eachprospectiveinvestorshouldconsulthis,heroritsownlegal,financialortax
adviserforlegal,financialortaxadviceandrelatedaspectsofapurchaseoftheShares.
JointSponsorsandJointGlobalCo-ordinators
BofAMerrillLynch Barclays
JointBookrunners
BofAMerrillLynch Barclays J.P.MorganCazenove
Co-LeadManagers
AbuDhabiIslamicBank AbuDhabiCommericalBank
FinancialAdviser
Rothschild
SharecapitalimmediatelyfollowingAdmission
NumberofIssuedShares NominalvalueofIssuedShares
349,527,804 £34,952,780.40
Sharesof10peach
NOTICE TO CERTAIN INVESTORS
The Shares are subject to selling and transfer restrictions in certain jurisdictions. Prospective
subscribers or purchasers should read the restrictions described in Part XV: ‘‘Details of the Offer –
Selling and Transfer Restrictions’’. Each subscriber for or purchaser of the Shares will be deemed to
have made the relevant representations described therein.
The distribution of this document and the offer of the Shares in certain jurisdictions may be
restricted by law. No action has been or will be taken by the Company, the Selling Shareholders, the
Banks or the Financial Adviser to permit a public offering of the Shares or to permit the possession
or distribution of this document (or any other offering or publicity materials relating to the Shares)
in the UK or any other jurisdiction, where action for that purpose may be required. Accordingly,
neither this document nor any advertisement or any other offering material may be distributed or
published in any jurisdiction except under circumstances that will result in compliance with any
applicable laws and regulations. Persons into whose possession this document comes should inform
themselves about and observe any such restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
In particular, no actions have been taken to allow for a public offering of the Shares under the
applicable securities laws of any jurisdiction, including Australia, Canada, Japan or the United States.
This Prospectus does not constitute an offer of, or the solicitation of an offer to subscribe for or buy
any of, the Shares in any jurisdiction where it is unlawful to make such offer or solicitation.
Notice to United States Investors
The Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 (the
‘‘Securities Act’’) or the securities laws of any state of the United States or any other jurisdiction.
The Shares offered by this document may not be offered or sold in the United States, except to
qualified institutional buyers (‘‘QIBs’’) as defined in, and in reliance on, Rule 144A under the
Securities Act (‘‘Rule 144A’’) or another exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Shares are being offered and sold outside the United
States in reliance on Regulation S under the Securities Act (‘‘Regulation S’’). Prospective investors are
hereby notified that the sellers of the Shares may be relying on the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A or another exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.
The Shares offered by this Prospectus have not been approved or disapproved by the United States
Securities and Exchange Commission (the ‘‘SEC’’), any State securities commission in the United States
or any other United States regulatory authority, nor have any such authorities passed upon, or endorsed
the merits of, the Offer or the accuracy of this Prospectus. Any representation to the contrary is a
criminal offence in the United States.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR
A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE
REVISED STATUTES (‘‘RSA 421-B’’) WITH THE STATE OF NEW HAMPSHIRE NOR THE
FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED
IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY
OF STATE OF THE STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED
UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH
FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF THE
STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE,
TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
ii
TABLE OF CONTENTS
Page
NOTICE TO CERTAIN INVESTORS........................................................................................... ii
SUMMARY INFORMATION....................................................................................................... 1
PART I: RISK FACTORS.............................................................................................................. 13
PART II: PRESENTATION OF FINANCIAL AND OTHER INFORMATION...................... 26
PART III: DIRECTORS, SECRETARY, REGISTERED AND HEAD OFFICE AND
ADVISERS.................................................................................................................................. 30
PART IV: EXPECTED TIMETABLE OF PRINCIPAL EVENTS AND OFFER STATISTICS 32
PART V: OUR BUSINESS............................................................................................................. 33
PART VI: INDUSTRY OVERVIEW............................................................................................. 54
PART VII: THE GROUP’S CORPORATE STRUCTURE.......................................................... 75
PART VIII:DIRECTORS,SENIORMANAGEMENTANDCORPORATE GOVERNANCE 79
PART IX: USE OF PROCEEDS AND DIVIDEND POLICY..................................................... 84
PART X: SELECTED FINANCIAL AND OTHER INFORMATION....................................... 85
PART XI: OPERATING AND FINANCIAL REVIEW.............................................................. 90
PART XII: CAPITALISATION AND INDEBTEDNESS STATEMENT................................... 113
PART XIII: HISTORICAL FINANCIAL INFORMATION....................................................... 115
PART XIV: UNAUDITED PRO FORMA FINANCIAL INFORMATION.............................. 151
PART XV: DETAILS OF THE OFFER........................................................................................ 155
PART XVI: TAXATION................................................................................................................ 164
PART XVII: ADDITIONAL INFORMATION............................................................................ 172
PART XVIII: DEFINITIONS......................................................................................................... 203
PART XIX: GLOSSARY................................................................................................................ 208
iii
SUMMARY INFORMATION
Summaries are made up of disclosure requirements known as ‘‘Elements’’. These Elements are numbered in
Sections A to E (A.1 to E.7).
This summary contains all the Elements required to be included in a summary for this type of securities and
issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering
sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities
and issuer, it is possible that no relevant information can be given regarding the Element. In this case, a
short description of the Element is included in the summary with the mention of ‘‘not applicable’’.
Section A – Introduction and warnings
Annexes and Element Disclosure requirement
A.1 Warning This summary should be read as an introduction to this Prospectus. Any
decision to invest in the Shares should be based on consideration of the
Prospectus as a whole by the investor. Where a claim relating to the
information contained in the Prospectus is brought before a court, the
plaintiff investor might, under the national legislation of the Member
States of the European Economic Area, be required to bear the costs of
translating the Prospectus before legal proceedings are initiated. Civil
liability attaches only to those persons who have tabled the summary,
including any translation thereof, but only if the summary is misleading,
inaccurate or inconsistent when read together with the other parts of the
Prospectusoritdoesnotprovide,whenreadtogetherwiththeotherparts
of the Prospectus, key information in order to aid investors when
considering whether to invest in the Shares.
A.2 Subsequent resale of Notapplicable.TheCompanyisnotengaginganyfinancialintermediaries
securities or final foranyresaleofsecuritiesorfinalplacementofsecuritiesafterpublication
placement of securities of the Prospectus.
through financial
intermediaries
Section B – Issuer and any guarantor
Annexes and Element Disclosure requirement
B.1 Legal and commercial Gulf Marine Services PLC.
name
B.2 Domicile and legal form The Company is a public limited company, incorporated in the United
Kingdom, with its registered office situated in England and Wales. The
Company operates under the Companies Act 2006.
B.3 Operations and We operate one of the largest independent self-propelled Self Elevated
principal activities SupportVessel(‘‘SESV’’)fleetsintheMENAregionandoneofthelargest
in the world. We charter our SESVs to a high-quality client base
comprising blue-chip NOCs, IOCs, Engineering, Procurement and
Construction (‘‘EPC’’) contractors and OEMs operating in the MENA
region and Northwest Europe for use as customised work platforms for
offshore oil and gas construction and well maintenance services. In
Northwest Europe,we also charter our SESVs foruse by leading offshore
renewable energy companies and installation contractors to support their
construction and maintenance of wind farms. Our fleet is comprised of
seven K-class SESVs (‘‘Small’’ SESVs or vessels) and two E-class SESVs
(‘‘Large’’ SESVs or vessels), one floating accommodation barge and two
anchor handling tug support (‘‘AHTS’’) vessels. SESVs are self-propelled
1
vessels with a large open deck space, crane capacity and accommodation
facilitiesthat can beadaptedby ourclientstosupporttheir provisionof a
broad range of offshore Opex-led and Capex-led Activities.
B.4a Significant recent trends Our 2013 Bank Facility was restructured in February 2014 to increase the
flexibility and tenor of the facility and to reduce the interest margin
payableinconnectionwithexistingtermloansandfuturedrawdowns(the
restructured facility is referred to herein as the ‘‘New Bank Facility’’).
InJanuary2014,wesignedafive-yearfinanceleaseinrespectofabareboat
charter with Navtech for an enhanced Small vessel, the Pepper, which is
expected to be delivered in May 2015.
Wehaveundertakenapre-IPOreorganisation.Forfurtherdetails,seePart
XVII: ‘‘Additional Information – Pre-IPO Reorganisation’’.
B.5 Group description The Company is the parent company of the Group. The principal activity
of the Group is oilfield services and the operation of SESV fleets in the
MENA region, as well as in Northwest Europe. Each of the Company’s
subsidiaries(exceptforGMSGlobalCommercialInvestmentsLLC(‘‘GCI
LLC’’) (as further described below)) is, directly or indirectly, wholly or
substantially wholly owned by the Company.
The Company has established nominee arrangements which enable it to
retaincontrolovertheportionofitsbusinesswhichissubjecttotheUAE
Ownership Requirement (held through GCI LLC). As a result of this
structure,49percent.ofthesharecapitalofGCILLCisownedindirectly
bytheCompanythroughitswhollyownedsubsidiary,GMSJerseyHoldco
2 Limited. The remaining 51 per cent. of the outstanding share capital of
GCILLCisownedindirectly,andheldfortheCompany’sbenefit,byGulf
MiddleEastInvestmentsLLC,alimitedliabilitycompanyincorporatedin
theemirateofAbuDhabi,UnitedArabEmiratesundercommerciallicence
number1734571andofP.O.Box9275,Dubai,UnitedArabEmirates(the
‘‘Nominee’’). The Nominee is owned 99 per cent. by The First Arabian
Corporation LLC (‘‘First Arabian’’) and 1 per cent. by Mohamed Al
Marzouky, an Emirati-born, Abu Dhabi-based provider of nominee
services who is also a partner of Al Tamimi & Company, a prominent
UAE law firm with operations across the Middle East, which has also
acted asUAE counsel totheCompanyinconnectionwiththeOffer.First
Arabian is an established provider of shareholder-related services in the
UAE.
In order to protect the Company’s rights and seek to ensure that it will
have the full benefit of the operating businesses under GCI LLC, the
nominee arrangements provide us with certain preferred economic
entitlements through entrenched management rights, nominee
agreements and certain other supporting arrangements. In particular, in
order to protect our rights and seek to ensure that the Company has the
fullbenefitoftheoperatingbusinessesunderGCILLC(anditssubsidiary)
(including its UAE trade licences), the constitutional documents of both
GCI LLC and its subsidiary provide certain protections relating to profit
distribution,management,shareholdervoting,distributionsonliquidation
and restrictions on share transfers.
B.6 Major Immediately following the Offer, Green Investment Commercial
Shareholders Investments LLC (‘‘GICI’’), Ocean Investments Trading LLC
(‘‘Ocean’’), Horizon Energy LLC and Al Ain Capital LLC (together, the
‘‘PrincipalShareholders’’)willhold51.26percent.,0.65percent.,6.50per
cent.and6.50percent.,respectively,oftheissuedordinarysharecapitalof
the Company (assuming no exercise of the over-allotment option granted
by the Over-allotment Shareholders) (the ‘‘Over-allotment Option’’).
2
GICIandOceanarebothbeneficiallyownedbyGCEquityPartnersFund
II, L.P. (‘‘GC Equity Partners II’’), an institutional fund sponsored and
managed by Gulf Capital PJSC (‘‘Gulf Capital’’) and its affiliates.
The Principal Shareholders and the Company have entered into a
relationship agreement (the ‘‘Relationship Agreement’’), the principal
purposeofwhichistoensurethattheCompanyiscapableofcarryingout
its business independently of the Principal Shareholders and their
associates and that transactions and relationships with the Principal
Shareholders and their associates are at arm’s length and on normal
commercial terms (subject to the rules on related party transactions in the
Listing Rules of the FCA).
TheRelationshipAgreementwillstayineffectuntil:(i)inrespectofGICI
andOcean,GICIandOcean(andtheirsubsidiaryundertakings)ceasingto
own,inaggregate,aninterest,directlyorindirectly,ofatleast10percent.
in the Company, at which point the rights and obligations of GICI and
OceanundertheRelationshipAgreementshallterminate,(ii)theOrdinary
Shares ceasing to be listed on the Official List and admitted to trading on
the London Stock Exchange’s main market for listed securities, (iii) in
respect of Horizon Energy LLC and Al Ain Capital LLC, in the Board’s
opinion,thePrincipalShareholderceasestobea‘‘controllingshareholder’’
within the meaning of Listing Rule 6.1.2AR as set out in CP 13/15 (or in
the form finally implemented following completion of the consultation
period relating to CP 13/15), at which point the rights and obligations of
Horizon and/or Al Ain, as applicable, under the Relationship Agreement
shall terminate and, (iv) there ceases to be any Principal Shareholder
holding an interest, directly or indirectly, of at least 10 per cent. in the
Company.
TheOrdinarySharesownedbythePrincipalShareholdersafterAdmission
will rank pari passu with the other Ordinary Shares in all respects.
3
B.7 Key financial The tables below set out summary financial information of the Group for
information the years ended 31 December 2011, 2012 and 2013, as extracted from the
historical financial information of the Group set out in Part XIII:
‘‘Historical Financial Information’’ (the ‘‘Historical Financial
Information’’):
Consolidated Income Statement
Year ended 31 December
2011 2012 2013
(U.S.$m)
Revenue..................................... 106.9 142.6 184.3
Small vessels.......................... 46.7 74.7 94.4
Large vessels.......................... 54.0 62.3 77.7
Other vessels.......................... 6.2 5.7 12.1
Cost of sales.............................. (43.2) (54.2) (65.5)
Gross profit................................ 63.7 88.4 118.8
Administrative expenses:
Share appreciation rights....... (4.8) (2.5) —
Otheradministrativeexpenses (11.0) (11.3) (14.8)
Finance income......................... 0.02 0.08 0.6
Finance expense......................... (21.3) (23.2) (29.5)
Other (loss)/income................... 0.06 0.2 (1.2)
Foreign exchange loss, net........ (0.3) (0.4) (0.6)
Profit for the year before
taxation...................................... 26.3 51.3 73.3
Taxation charge for the year..... (3.1) (2.8) (3.8)
Profit for the year...................... 23.2 48.6 69.4
Earnings per share:
Basicanddiluted(U.S.$‘000per
share)......................................... 22.18 48.08 68.20
4