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| 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 | |
|---|---|---|---|---|---|---|---|---|---|---|
| -0.60 | -2.61% | 22.40 | 22.30 | 22.70 | 22.70 | 22.30 | 22.60 | 1,350,590 | 16:35:23 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Ship Building And Repairing | 133.16M | 25.33M | 0.0249 | 8.96 | 226.66M |
TIDMGMS
RNS Number : 9475X
Gulf Marine Services PLC
28 April 2023
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FOR IMMEDIATE RELEASE 28 April 2023
Gulf Marine Services PLC
('Gulf Marine Services', 'GMS', 'the Company' or 'the Group')
2022 ANNUAL REPORT AND NOTICE OF 2023 ANNUAL GENERAL MEETING
The Company advises that the 2022 Annual Report, the Notice of the 2023 Annual General Meeting and Form of Proxy are being made available to shareholders electronically today, 28 April 2023. The 2022 Annual Report (in pdf and ESEF compliant format), the Notice of 2023 Annual General Meeting and Form of Proxy are available on the Company's website at www.gmsplc.com .
In accordance with LR 9.6.1, copies of the above documents have also been submitted to the FCA's National Storage Mechanism and will shortly be available for inspection on the National Storage Mechanism's website, https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Mailing of the 2022 Annual Report , Notice of the 2023 Annual General Meeting and Form of Proxy to those shareholders having elected to receive paper copies will commence shortly.
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 2022 Annual Report. The appendices should be read in conjunction with the Company's Full Year 2022 Results Announcement , issued at 07:00 on 24 April 2023, RNS Number 1404X . This material is not a substitute for reading the full 2022 Annual Report.
The Company will hold its Annual General Meeting (the 'AGM') at 2:30 p.m. (UAE time) on Wednesday, 7 June 2023. at Gulf Marine Services WLL, Office 403, International Tower, 24th (Karama) Street, Abu Dhabi, United Arab Emirates.
The Board recognises that the AGM is an important event for shareholders in the corporate calendar and is committed to ensuring that shareholders can exercise their right to vote and ask questions in connection with this meeting. Accordingly, for those shareholders that do not wish to attend, or those that wish to attend and are unable to do so, questions in connection with the business of the AGM can be submitted on reasonable notice by email to cosec@gmsplc.com in advance of the AGM 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. We are not planning to have a Directors' presentation at the AGM and it will be held strictly to conduct the business of the AGM.
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 encouraged to submit their votes (as soon as possible) in advance of the meeting and in any case, by 11.30am (UK time) on 5 June 2023 through the proxy and electronic voting facilities and to appoint the Chairman of the meeting as their proxy for this purpose. Further details are included in the Notice of the AGM.
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 72 of the 2022 Annual Report.
These responsibilities are for the full 2022 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; and
-- 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 position and performance, business model and strategy.
The Directors of the Company and their responsibilities as at 23 April 2023 are set out below:
Mansour Al Alami , Executive Chairman
Hassan Heikal , Deputy Chairman, Non-executive Director
Rashed Al Jarwan , Senior Independent Non-Executive Director
Lord Anthony St John of Blestso , Independent Non-Executive Director
Charbel El Khoury , Non-Executive Director
Jyrki Koskelo , Independent Non-Executive Director
Appendix B
Principal risks and uncertainties
The following has been extracted from pages 26 to 30 of the 2022 Annual Report:
The rating of the principal risks facing the Group in the next five years 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 Utilisation
-----------------------------------------------------
Utilisation levels may be reduced Modification Flexibility for Clients
by the GMS' vessels are built to be as
following underlying causes: flexible as possible allowing the
Group to compete for a
-- Customer concentration leading wide share of the market, which
to enable the Group maximise utilisation
potential significant changes in our levels and charter
contract day rates. The Group is capable
profile and pipeline. Risks of potential of modifying assets in order to
loss of some clients to competitors. satisfy client requirements.
To comply with LIMS (Lifting Integrity
-- ADNOC (our client) has changed Management System) the Group have
its involved
strategy to bring SESVs in house through engineering companies to perform
the acquisition of Zakher Marine. technical studies on existing equipment
There to extend the
is a risk of other NOCs to follow life of equipment (time limited).
suit.
Continuous Communication with Clients
-- Fleet capabilities may no longer and Encouraging Loyalty
match The Group maintains strong relationship
with changing client requirements. with its clients through continuous
Clients communication
may increase the standard specification and a proven track record of providing
required for an SESV, which might safe and reliable services.
require GMS has developed plans for fleet
the Group to upgrade some of its fleet upgrades based on the expected future
to requirements
be compliant. of our clients.
To develop commercial proposals
that builds loyalty by incentivising
customer for longer
term contracts with a higher number
of vessels used.
Business Segment and Geographical
Diversity
The Group is continuously looking
for opportunities to maximise the
utilisation of its
vessels.
It is continually reviewing opportunities
looking to diversify its market
footprint through
increasing its global client base.
Vessel Monitoring
The Group has procedures in place,
such as the Planned Maintenance
System, to ensure
that the vessels undergo regular
preventative maintenance. The Planned
Maintenance
System has been upgraded to a modern
ERP enabling overdue maintenance
to be tracked
and reported regularly. The Group's
robust operating standards result
in minimal
operational downtime.
-----------------------------------------------------
2 Inability to secure an appropriate
capital structure
-----------------------------------------------------
The Group is subject to increasing Focus on De-leveraging
cost of Leverage levels have significantly
debt due to increase in interest rates reduced to 4.4 times compared to
global 5.8 times in 2021. With a continued
benchmark, increase in the margin focus on de-leveraging, the Group
ratchet to aims to have leverage levels below
4% from 3% and introduction of PIK 4.0 times before the end of 2023.
interest
from 1 January 2023. This will impact
the
liquidity in the business and could
impact the
share price.
As warrants were issued in January
2023, this
may impact the Group's ability to
attract new
investors as there would be a potential
dilution
if these warrants are exercised.
-----------------------------------------------------
3 GCC Local Content Requirements
-----------------------------------------------------
GCC NOCs have local content requirements Local Content Requirements
as part of their tender processes, GMS embraces local content requirements,
which varies with a long history of operating
for each country, designed to give for NOCs in
preference the GCC with offices in each of
to suppliers that commit to improving the GCC countries where the Group
their operates. The Group
local content and levels of spend actively manages its supply chain
and to ensure focus is put on maximising
investment in-country. This may prevent local content and,
GMS where necessary, will collaborate
from winning new contracts or lead with local partners in specific
to financial markets to ensure it positions
loss and/or a reduction in profit itself in the best possible position
margins on to win work. Often during the tendering
existing contracts, which will ultimately process, companies
impact with a higher audited local content
operating cash flows and net profitability. score are given the offer of first
refusal to price match any
lower bids.
Market Knowledge and Operational
Expertise
The Group has well established long-term
relationships in the GCC region
which provides
an understanding of clients' requirements
and operating standards.
Local Content
The Group continues to explore ways
to improve its local content scores
in all the regions
in which they operate.
-----------------------------------------------------
4 Operations: inability to deliver
safe and reliable operations
-----------------------------------------------------
The Group may suffer commercial and Safety Awareness
reputational damage from an environmental Our highest priority is providing
or safety incident involving employees, safe and reliable operations. This
visitors is achieved through HSEQ
or contractors. management system and a strong safety-focused
culture. Management has appropriate
Inadequate preparation for situations, safety practices and procedures
such including disaster recovery plans
as sudden equipment failure, inability and comprehensive
to fulfil insurance cover across our fleet.
client requirements and unpredictable
weather Training and Compliance
could have a negative impact on the Our employees undergo continuous
business. and rigorous training on operational
best practices.
Incomprehensive insurance coverage
may Scheduled Maintenance
lead to financial loss. The Group adheres to regular maintenance
schedules on its vessels to ensure
compliance
with the highest safety standard.
Business Continuity Plan
The Group has in place a business
continuity management plan which
it regularly maintains
to ensure the reliability of its
operations.
Management continues to review and
improve the current management systems
and
monitors the performance of HSEQ.
Insurance
The Group regularly consults with
insurance brokers to ensure sufficient
coverage is in place.
-----------------------------------------------------
5 Liquidity and covenant compliance
-----------------------------------------------------
The business is exposed to short-term Liquidity Management
liquidity The Group continues to manage liquidity
management risks due to potential carefully through focusing on cash
increases collection from
in interest rates and inflation, which its customers.
could
impact the debt service obligations Minimising Capital Expenditure
and the The Group is focused on restricting
Group's bank facilities covenants. capital expenditure to essential
spending, but without
The increase in interest charges will jeopardizing the safe and reliable
lead operations of its vessels.
to reduced liquidity in the business
as Covenant Compliance
more cash will be required to meet The management team and Board regularly
our examine future covenant compliance
banking requirements. based
on the latest forecasts and take
Reduced liquidity could impact future necessary measures to avoid any
operations and lead to an event of potential where a future
default. breach of covenant is at risk. The
This would give lenders the right Group monitors its various covenants
to accelerate throughout the
repayment of the outstanding loans, remaining period of the loan.
and then
exercise security over the Group's Expedite Debt Repayment
assets. Management is focussed on making
early repayments of the bank loans
Breach of covenant - All covenants to reduce the
are closely interest costs, improve our leverage
monitored as the headroom remains position and meet our covenant requirements.
narrow,
which is due to the Group's performance
being very sensitive to many internal
and
external factors such as utilisation,
operational
downtime, interest rates and other
variables.
-----------------------------------------------------
6 People
-----------------------------------------------------
Attracting, retaining, recruiting Communication, Training and Engagement
and developing Communication has remained a key
a skilled workforce. practice of management.
Rashed Al Jarwan is the Workforce
Losing skills or failing to attract Engagement Director for the Group,
new talent to he is explicitly
the business has the potential to tasked with monitoring the level
undermine performance. of engagement and alignment across
the organisation.
During the year, the Group organized
an event at Jubail Mangrove Park
which is an
educational and leisure destination.
At the event, employees were recognised
for their
contributions in 2022, while some
staff received Long Service Awards
for completing
either 10, 15, 20 or 25 years of
service.
Remuneration Policy
The Short-Term Incentive Plan (STIP)
is based on a single Business Corporate
Scorecard to
ensure all staff are aligned and
incentivised around delivering a
single set of common goals.
Equal Opportunities
GMS is engaged in fair and transparent
recruitment practices. It has a
zero-tolerance policy
towards discrimination and provides
equal opportunities for all employees.
Further, GMS add value through development
programs, promotion from within
the
organization and focus on growing
talent.
Resource Planning
The Group has identified all critical
roles held by individuals and have
adopted processes to
ensure the smooth transition in
the event of changes in those personnel.
Also, in the short
term, the Group utilised recruitment
specialists and headhunters to fulfil
key positions as the
need had arisen.
-----------------------------------------------------
7 Legal, economic, and political
conditions
-----------------------------------------------------
Political instability in the regions Emergency Response Planning and
in which Insurance
GMS operates (and recruit from) may For all our major assets and areas
adversely affect its operations. of operation, the Group maintains
emergency
As the majority of crew for certain preparedness plans. Insurance cover
key over the Group's assets is reviewed
positions come from Eastern Europe regularly to ensure
(Russia/ sufficient cover is in place.
Ukraine), Indonesia and Philippines,
political Workforce Planning and Monitoring
instability may hamper the recruitment, Workforce planning and demographic
retention and deployment of personnel. analysis is undertaken in order
to increase diversity
Economic conditions such as interest within the Group.
rate
and inflation increases will have Tax Advisors
an impact The Group engage with reputable
on the Groups' liquidity and profitability. tax advisors who regularly monitor
the impacts of changes
to tax legislation across the regions
that GMS operates in.
Inflation and Interest Rates
Management is continually monitoring
the liquidity position from changes
in inflation
and a focus on cost reduction. The
key aim of the Group is to deleverage
through early
repayments, which will reduce the
impact of interest.
-----------------------------------------------------
8 Compliance and regulation
-----------------------------------------------------
Non-compliance with anti-bribery and Code of Conduct
corruption regulations could be detrimental The Group has a Code of Conduct
to which includes anti-bribery and
stakeholder relations and lead to corruption policies, and
reputational all employees are required to comply
and financial loss. with this Code when conducting business
on behalf
GMS' operations are subject to international of the Group. It is mandatory for
conventions on - and a variety of employees to undergo in-house training
complex on anti-corruption.
federal and local laws, regulations All suppliers are pre-notified of
and anti-bribery and corruption policies
guidelines relating to - health, safety and required to confirm
and the their compliance with these policies.
protection of the environment. Compliance
with these has become increasingly Regulations
costly, A central database is maintained
complex and stringent. Failure to which documents all of GMS' policies
appropriately and procedures
identify and comply with laws and which comply with laws and regulations
regulations, within the countries in which GMS
could lead to regulatory investigations. operate.
A dedicated Company Secretary is
in place to help monitor compliance,
in particular
for UK legal and corporate governance
obligations.
External Review
The Internal Auditors help ensure
compliance with GMS policies, procedures,
internal
controls and business processes
-----------------------------------------------------
9 COVID-19 pandemic
-----------------------------------------------------
Despite easing of COVID-19 restrictions The restrictions around COVID-19
the have been lifted during the year.
pandemic still presents some challenges. The Group has noted
a decrease in the number of cases
There are still strict quarantine through better control measures
requirements in place.
for crew, which could lead to further The Group remains focussed on the
increased following areas to ensure a safe
cost. These measures can change at working environment.
short
notice, maintaining the risk that Hygiene Measures
offshore staff GMS maintains hygiene control and
will be unable to crew change. prevention measures across the fleet
and onshore
There remains health risk to staff, offices. The Group has maintained
both similar precautionary measures across
onshore and offshore, who come into the countries
contact in which it operates.
with confirmed cases.
Vessel Maintenance
The Group has in place a stringent
change management process, which
ensures the risk
management process in place is appropriate.
Recovery of COVID-19 Related Costs
The Group is in the process of reclaiming
some quarantine and other COVID-19
related expenses.
-----------------------------------------------------
10 Cyber-crime - security and integrity
-----------------------------------------------------
Phishing attempts result in inappropriate Cybersecurity Monitoring and Defence
transactions, data leakage and financial GMS operates multi-layer cyber-security
loss. defences which are monitored for
The Group is at risk of loss and reputational effectiveness
damage through financial cyber-crime. to ensure they remain up to date.
GMS engages with third party specialists
to provide security services.
-----------------------------------------------------
11 Climate change
-----------------------------------------------------
Climate change poses both transition Legal & Policy Monitoring
and The Group carefully monitors legislative
physical risks to the Group. developments to ensure compliance
with all
The transition risks come from the relevant laws both in the UK and
decarbonisation of the global economy. the Middle East. The TCFD disclosure
This in this report
could result in changing investor explains our assessment and response
sentiment to climate-related risks to be transparent
making new investors harder to find. with
It may our stakeholders.
bring changing client preferences
leading to Physical Infrastructure
reduced demand for our services. The Group monitors weather patterns
to ensure conditions are suitable
New legislation could require us to for our offshore
increase employees and vessels. Onshore buildings
reporting and possibly substitute and offshore vessels are designed
our products to withstand
and vessels for greener alternatives. the heat in the GCC region.
Physical
risks include rising temperatures, Environmental Impact
which could GMS aims to minimise its environmental
further impact working hours, and impact by installing energy and
rising sea water efficiency
levels, which could affect where our measures. We also ensure our machinery
vessels and engines are regularly maintained
can operate. so they
operate efficiently.
The physical risks also interact with In 2022, we have calculated all
Principal our scopes emissions and setting
Risk 4 - Our ability to deliver safe targets for the long-term
and reduction of our carbon emissions.
reliable operations.
Long-term Planning
GMS has a proven track record in
the renewables sector which provides
versatility in our
business model. Our vessels are
built to be as flexible as possible
to maximise utilisation.
We are aware that we may need to
consider changing sea levels and
environmental
legislation when replacing vessels
that are being retired in the long
term.
-----------------------------------------------------
- Ends -
Enquiries: GMS
Mansour Al Alami, Executive
Chairman +44 (0) 207 603 1515
Celicourt Communications
Mark Antelme
Philip Dennis +44 (0)20 8434 2643
Notes to Editors:
Gulf Marine Services PLC, a company listed on the London Stock Exchange, was founded in Abu Dhabi in 1977 and has become a world leading provider of advanced self -- propelled self -- elevating support vessels (SESVs). The fleet serves the oil, gas and renewable energy industries from its offices in the United Arab Emirates, Saudi Arabia and Qatar. The Group's assets are capable of serving clients' requirements across the globe, including those in the Middle East, Southeast Asia, West Africa, North America, the Gulf of Mexico and Europe. The GMS fleet of 13 SESVs is amongst the youngest in the industry, with an average age of 12 years. The vessels support GMS's clients in a broad range of offshore oil and gas platform refurbishment and maintenance activities, well intervention work and offshore wind turbine maintenance work (which are opex -- led activities), as well as offshore oil and gas platform installation and decommissioning and offshore wind turbine installation (which are capex -- led activities). The SESVs are categorised by size -- K -- Class (Small), S -- Class (Mid) and E -- Class (Large) -- with these capable of operating in water depths of 45m to 80m depending on leg length. The vessels are four -- legged and are self -- propelled, which means they do not require tugs or similar support vessels for moves between locations in the field; this makes them significantly more cost -- effective and time -- efficient than conventional offshore support vessels without self -- propulsion. They have a large deck space, crane capacity and accommodation facilities (for up to 300 people) that can be adapted to the requirements of the Group's clients. Gulf Marine Services PLC's Legal Entity Identifier is 213800IGS2QE89SAJF77 www.gmsuae.com
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