We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Gulf Marine Services Plc | LSE:GMS | London | Ordinary Share | GB00BJVWTM27 | ORD 2P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.30 | -1.36% | 21.80 | 21.50 | 21.70 | 22.50 | 21.30 | 22.00 | 2,176,716 | 16:35:15 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
Ship Building And Repairing | 133.16M | 25.33M | 0.0249 | 8.71 | 220.56M |
TIDMGMS
RNS Number : 3407O
Gulf Marine Services PLC
29 May 2020
FOR IMMEDIATE RELEASE 29 May 2020
Gulf Marine Services PLC
('Gulf Marine Services', 'GMS', 'the Company' or 'the Group')
2019 ANNUAL REPORT AND NOTICE OF ANNUAL GENERAL MEETING
The Company advises that the 2019 Annual Report, the Notice of the 2020 Annual General Meeting and Proxy Form are being made available to shareholders electronically today, 29 May 2020. The 2019 Annual Report and the Notice of 2020 Annual General Meeting will be available shortly on the Company's website at www.gmsuae.com .
In accordance with Listing Rule 9.6.1R, copies of these documents are being submitted to the UK Listing Authority via a National Storage Mechanism and will shortly be available to the public for inspection at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism .
In accordance with Disclosure Guidance and Transparency Rule 6.3.5, additional information is set out in the appendices to this announcement. This information is extracted from the 2019 Annual Report. The appendices should be read in conjunction with the Company's Full Year 2019 Results Announcement , issued at 07:00 on 1 May 2020, RNS Number 5839L . This material is not a substitute for reading the full 2019 Annual Report.
Mailing of the 2019 Annual Report, Notice of the 2020 Annual General Meeting and Proxy Form to shareholders will commence shortly.
The Company will hold its Annual General Meeting (the 'AGM') at 12:00 noon on Tuesday, 30 June 2020. Further details are included in the Notice of the Notice AGM. In light of prevailing public health advice and following the compulsory measures imposed by the UK Government in response to the COVID-19 pandemic, among other things, prohibiting non-essential travel and public gatherings of more than two people (the 'COVID-19 Measures'), shareholders should not attempt to attend this year's AGM in person. The Board will be implementing the following changes to the usual AGM arrangements:
-- The Company expects only one Director and another GMS designated shareholder representative to be in attendance at the venue for quorum purposes to conduct the business of the meeting.
-- No other Directors will be present in person.
-- Shareholders will not be permitted to attend the Company's AGM in person and, if they attempt to do so, will be refused entry to the meeting in line with the COVID-19 Measures and under the Company's Articles.
-- There will be no update on trading or other management statements given at the AGM, although a trading and operations update will be published on the Company's website in advance of the AGM.
-- Shareholders are encouraged to submit questions about the business of the AGM in advance of the meeting by email and, in so far as relevant to the business of the meeting, questions will be responded to by email and taken into account as appropriate at the meeting itself.
-- In the event that our meeting arrangements change subsequent to publication of this notice of AGM, the Company will publish details on its website at http://www.gmsuae.com and, if practicable, issue a further communication via a regulatory news service.
-- Voting at the AGM will be by way of a poll so that all the votes cast in advance by shareholders appointing the Chairman of the Meeting as their proxy to vote on their behalf, can be taken into account. Shareholders have one vote for each ordinary share held when voting on a poll and this procedure ensures that every vote can be cast.
-- The results of the AGM will be announced as soon as practical after it has taken place.
Shareholders wishing to vote on any of the matters of business at the AGM are therefore strongly encouraged to:
1. Submit their votes (as soon as possible) in advance of the meeting through the proxy and electronic voting facilities and to appoint the Chairman of the meeting as their proxy for this purpose.
2. Submit any questions in connection with the business of the meeting in advance to the Company Secretary at cosec@gmsuae.com .
3. Look out for any updates in connection with the arrangements for the AGM via RNS and on the Company's website.
Appendix A
Statement of Directors' Responsibilities
The following responsibility statement is repeated here solely for the purpose of complying with DTR 6.3.5. This statement relates to and is extracted from page 79 of the 2019 Annual Report.
These responsibilities are for the full 2019 Annual Report and not the extracted information presented in this announcement or otherwise.
"We confirm that to the best of our knowledge:
-- the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole;
-- the Strategic Report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face;
-- the Annual Report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's performance, business model and strategy; and
-- all relevant information for report preparation was provided to the external auditor.
The Directors of the Company and their responsibilities as at 30 April 2020 are set out below:
Tim Summers, Executive Chairman
Steve Kersley, Chief Financial Officer
Mike Turner, Senior Independent Non-Executive Director
Dr Shona Grant, Independent non-executive Director
David Blewden, Independent Non-Executive Director
Mo Bississo, Non-Executive Director
Appendix B
Principal risks and uncertainties
The following has been extracted from pages 21 to 24 of the 2019 Annual Report:
The rating of the principal risks facing the Group in the short to medium term are set out below, together with the mitigation measures. These risks are not intended to be an exhaustive analysis of all risks.
Risk Mitigating factors and actions 1 Liquidity and debt servicing Due to the Group's current level of Renegotiation of bank facilities debt, relative to cash flow and EBITDA, The Group has agreed a non-binding it faces the risk that: term sheet to amend and extend bank 1. It might be unable to service capital facilities with its Lending Group. and interest obligations as they fall If the documentation is completed due. by 30 June 2020 as expected, this 2. It might fail to meet its covenant will reduce the severity of existing obligations at the relevant testing covenant tests, while extending the dates. tenor for the repayment of principal. It will also deliver access to adequate This would precipitate an event of working capital facilities and bonding. Default under the Loan Agreements, which would, in turn, give lenders Liquidity management the right to accelerate repayment The Group has significantly reduced of the outstanding loans, and then overdue receivables and continues exercise security over the Group's to manage assets, should immediate payment not liquidity carefully through focusing be made. on receivables collections and managing This would trigger an insolvency. the timing of supplier payments. Short term cash In that context, the business is highly flow, through to the finalisation exposed to short-term liquidity management of the loan deal, risks arising is tight. from potential: 1. Increases in interest rates, which The need to complete binding loan further increase debt service obligations. documentation in respect of the Group's 2. Unexpected increases in working restructured banking facilities and capital (particularly through inability the Group's tight short-term liquidity to collect receivables). position indicate a material uncertainty 3. Supplier disruption due to high that may cast significant doubt as level of supplier overdues. to the Group's ability to continue as a going concern. Notwithstanding If access to bonding facilities is this material uncertainty, the Directors restricted, precipitated by the current believe that based on the progress funding difficulties, then our cash made to date in this regard, there flows will be impacted, either through is good reason to believe that final the requirement to cash collateralise loan documentation will be completed bonds or turn away business. in a timely fashion; and that the Group's working capital and liquidity
position can be managed effectively. Refer to Note 3 of the consolidated financial statements. Cost management The Group has implemented a comprehensive cost reduction programme, removing over US$ 13 million of annualised costs in order to generate higher EBITDA and increased cash to service debt. Continual review of costs and search for further efficiencies is ongoing. Hedging strategies The Group has taken out hedges to help mitigate the risk of volatility of interest rates. See Note 10 of the consolidated financial statements for further details. ------------------------------------------------------- 2 Inability to secure an appropriate capital structure - equity A continuing low share price driven Renegotiation of the debt facilities by not having a suitable long-term (discussed above) will provide a platform debt profile may prevent GMS from for rebuilding confidence in equity raising sufficient levels of equity holders by giving the business time to get an acceptable capital structure to deliver its turnaround plan, without solution. the risk of lenders precipitating an insolvency. Beyond that, the delivery of lower operating costs and higher utilisation, through improved efficiencies, safe and reliable operations and building strong customer/stakeholder relationships, will be key to driving improved profitability and cash flow, which is expected to deliver shareholder confidence and a higher share price. ------------------------------------------------------- 3 Oil and Gas Market Despite the current drop in global Business segment and geographical oil demand arising from COVID-19, diversity the Middle East Oil and Gas market The Group has established businesses is active, with new vessels entering outside its core Middle Eastern markets the market from Far Eastern shipyards (particularly in the North Sea), and offering attractive financing structures outside of oil and gas (renewables). in order to reduce high levels of inventory of completed vessels. An Targeting increase in supply could lead to lost We target contracts that align with opportunities to charter our vessels. availability of vessel spec and that This in turn could reduce our ability comply with client requirements. to secure contracts. Market knowledge and operational expertise MENA NOCs have introduced local content The Group has a track record of established requirements as part of their tender long-term relationships in the MENA processes designed to giving preference region and North West Europe, which to suppliers that commit to improving provides an understanding of our clients' their local content and levels of requirements and operating standards. spend and investment in-country. This may prevent GMS from winning contracts Modification flexibility for clients or lead to financial loss and/or reduction Our vessels are built to be as flexible in margins on existing contracts which as possible allowing us to compete will ultimately impact cash flows for a wide share of the market, helping and profitability. us to maximise utilisation levels and charter day rates. The Group is The change in ownership/structures capable of modifying assets to satisfy for North Sea oil and gas businesses client requirements and can do so could lead to changes in client requirements in its own yard where appropriate. or demand for our services, which we may not be able to meet and therefore We embrace local content requirements our customer base may reduce, and with a long history of operating for contracts may be lost. NOCs in the Middle East. ------------------------------------------------------- 4 Operations: inability to deliver safe and reliable operations The Group may suffer commercial and Safety awareness reputational damage from an environmental Safety and reliability are top priorities or safety incident involving our employees, and are underpinned by our HSEQ management visitors or contractors. system and strong safety-focused culture. Management ensures appropriate safety Inadequate preparation for emergency practices and procedures; disaster situations such as pandemics, natural recovery plans and the insurance coverage disasters, geopolitical instability, of all commercial contracts are in could have a negative impact on our place. business. Training and compliance Insufficient insurance coverage may Our employees undergo continuous training lead to financial loss. This is generally on operational best practices. relevant but also specifically in relation to the relocation of our Scheduled maintenance vessels. The Group follows regular maintenance schedules on its vessels and the condition of the vessels is consistently monitored. Business continuity plan The Group has in place a business continuity management plan which it regularly maintains. Insurance The Group regularly liaise with insurance brokers to ensure sufficient coverage. ------------------------------------------------------- 5 Customer concentration The Group is reliant on a limited Continuous communication with clients number of NOCs, IOCs and international The Group maintains strong relationship EPC clients. If one of our clients with its clients though continuous were to move away from us to a competitor, communication and a history of providing this would lead to changes in our safe and reliable services. contract profile and pipeline and expose us to losses. Business Segment and Geographical Diversity The Group has established businesses outside its core Middle Eastern markets (particularly in the North Sea), and
outside of oil and gas (renewables). It is actively looking to diversify its market footprint. ------------------------------------------------------- 6 Legal, economic, and political conditions Political instability in the regions Emergency response planning and insurance in which we operate (and recruit from) For all our major assets and areas may adversely affect our operations. of operation, the Group maintains emergency preparedness plans. We regularly Continuing uncertainty surrounding review the insurance coverage over trade arrangements following the UK's the Group's assets to ensure adequate exit from the European Union ('Brexit') cover is in place. and potential legislative changes results in increased uncertainty over Workforce planning and monitoring future policy, and regulation in the Workforce planning and demographic United Kingdom, which could impact analysis is completed in order to Group operations increase diversity. Brexit We support the free movement of goods, services and people. Management continue to monitor the status of the UK Government's negotiations, changes in legislation and future policies. ------------------------------------------------------- 7 People Attracting, retaining, recruiting Communication and developing a skilled workforce Communication aligns towards our common is key. goals. Feedback from employees is actively sought, using employee surveys. Losing skills or failing to attract A Board member is explicitly tasked new talent to our business has the with monitoring the level of engagement potential to undermine performance. and alignment across the organisation. Inadequate succession planning and Remuneration Policy lack of identification of critical The Short Term Incentive Plan (STIP) roles may result in disruption if has been restructured around a single the related personnel leave the Group. Business Scorecard to ensure all staff are incentivised around a single set of common goals. In December 2019 we completed the first formal Employee Survey and results are being evaluated and appropriate actions are being implemented. Equal opportunities GMS are engaged in fair and transparent recruitment practices. We have a zero-tolerance policy towards discrimination and we provide equal opportunities for all employees. Resource planning The Group is in the process of identifying critical roles and preparing plans to ensure smooth transition in case of changes in personnel. ------------------------------------------------------- 8 Cyber crime - security and integrity Phishing attempts result in inappropriate Cybersecurity monitoring and defence transactions, data leakage and financial GMS operates multi-layer cybersecurity loss. The Group is at risk of loss defences which are monitored for effectiveness through financial cybercrime. to ensure they remain up to date. We engage with 3rd party specialists to provide security services. ------------------------------------------------------- 9 Compliance and regulation Non-compliance with anti-bribery and Code of conduct corruption regulations could damage The Group has a Code of Conduct which stakeholder relations and lead to includes anti-bribery and corruption reputational and financial loss. policies and all employees are required to comply with this Code when conducting Failure to appropriately identify business on behalf of the Group. Employees and comply with laws and regulations are required to undergo in-house training and other regulatory statutes in new on anti corruption. All suppliers and existing markets could lead to are pre-notified of anti-bribery and regulatory investigations. corruption policies and required to confirm compliance with these policies. Regulations A central database is maintained which documents all our policies and procedures which comply with laws and regulations within the countries in which we operate. On specialist topics, we make use of external advisors, where appropriate. In 2019 we appointed a dedicated Company Secretary to help monitor compliance, in particular, with regard to UK legal and corporate governance obligations. External Review Our Internal Audit function helps ensure compliance with GMS policies, procedures, internal controls and business processes. The Group's vessels are also audited by external bodies such as the American Bureau of Shipping (ABS). ------------------------------------------------------- 10 Failure to meet customers' requirements There is a risk that the Group's fleet Flexibility and innovation capabilities no longer match with We respond directly to client feedback, changing client requirements. which allows us to bid on a wide range Failure to deliver the specifications of contracts. and expected performance could lead to reputational damage and impact Vessel monitoring our ability to win work. The Group has procedures in place such as the Planned Maintenance System to ensure that the vessels undergo regular preventative maintenance. The Group's robust operating standards result in minimal downtime. ------------------------------------------------------- 11 COVID-19 pandemic
There is a health and safety risk Hygiene measures to staff, both onshore and offshore, We have implemented extensive hygiene who come in contact with confirmed control and prevention measures across cases. the fleet and for our onshore staff. Our clients have adopted similar measures, There is the risk that offshore staff in many cases in compliance with strict will be unable to board or leave Group Government directives in force across vessels, given restrictions on movement the countries in which we operate. placed by the countries in which we operate. Offshore rotations Crew change restrictions are in place There is the risk that onshore staff to protect offshore staff from exposure will be unable to work as normal due to infection. to mandatory health and safety restrictions, placed by Government, including quarantine Remote working and travel restrictions. Onshore staff are working virtually from their homes, with only a skeleton Disruption might be caused to the workforce in our main office. supply chain, caused by the impact of COVID-19 on our suppliers' operations. Supply chain We have reviewed our supply chain The impact of COVID-19 and the resultant to ensure we can make alternative adverse impact on oil prices, on our arrangements, in the event of supply client's financial position might disruption. In most critical cases lead to loss of new business development we have UAE based alternatives. opportunities, the re-negotiation of existing contracts, or failure Customer base of clients to pay. 76% utilisation has already been secured on committed contracts in 2020. Demand in the Middle East remains robust with core customers continuing with extensive tender programmes. 12 of our 13 vessels are now based in the Middle East. Most of our major customers are well capitalised National or International Oil Companies. -------------------------------------------------------
- Ends -
Enquiries: GMS Tim Summers, Executive Chairman Tony Hunter, Company Secretary +44 (0) 207 603 1515 Brunswick (PR Adviser to GMS) Patrick Handley - UK Will Medvei - UK +44 (0) 20 7404 5959 Jade Mamarbachi - UAE +971 (0) 50 600 3829
Gulf Marine Services PLC's Legal Entity Identifier is 213800IGS2QE89SAJF77
www.gmsuae.com
Disclaimer
The content of the Gulf Marine Services PLC website should not be considered to form a part of or be incorporated into this announcement.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
ACSGUGDUBUDDGGC
(END) Dow Jones Newswires
May 29, 2020 02:05 ET (06:05 GMT)
1 Year Gulf Marine Services Chart |
1 Month Gulf Marine Services Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions