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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 | |
|---|---|---|---|---|---|---|---|---|---|---|
| -0.20 | -0.87% | 22.90 | 23.00 | 23.30 | 22.90 | 22.90 | 22.90 | 168,719 | 08:53:05 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Ship Building And Repairing | 133.16M | 25.33M | 0.0249 | 9.20 | 232.76M |
From Apr 2019 to Apr 2024
TIDMGMS
RNS Number : 0035X
Gulf Marine Services PLC
25 April 2019
Gulf Marine Services PLC
('Gulf Marine Services', 'GMS', 'the Company' or 'the Group')
POSTING OF 2018 ANNUAL REPORT AND NOTICE OF ANNUAL GENERAL MEETING
The Company advises that the 2018 Annual Report, including the Notice of the 2019 Annual General Meeting and Proxy Form, has been mailed to its shareholders. The 2018 Annual Report is available on the Company's website at www.gmsuae.com. The Company will hold its AGM at 10:00 on Tuesday, 28 May 2019.
In accordance with Listing Rule 9.6.1R, copies of these documents have been submitted to the UK Listing Authority via a National Storage Mechanism and will shortly be available to the public for inspection at www.morningstar.co.uk/uk/NSM.
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 2018 Annual Report. The appendices should be read in conjunction with the Company's Preliminary Results Announcement, issued at 07:00 on 26 March 2019, RNS Number 9528T. This material is not a substitute for reading the full 2018 Annual Report.
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 69 of the 2018 Annual Report.
These responsibilities are for the full 2018 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 performance, business model and strategy."
The Directors of the Company and their responsibilities as at 25 March 2019 are set out below:
Simon Heale, Independent non-executive Chairman
Duncan Anderson, Chief Executive Officer
Simon Batey, Senior independent non-executive Director
Richard Anderson, Independent non-executive Director
Dr Shona Grant, Independent non-executive Director
Mo Bississo, Non-executive Director
Subsequent to the auditor's approval of the 2018 Annual Report on 25 March 2019, the Board announced on 26 March 2019 the appointment of Tim Summers as Independent non-executive Chairman with effect from 1 April 2019; this appointment has been reflected in the Notice of AGM. Details of the appointment of Tim Summers are included within the RNS announcement dated 26 March 2019. The biographical details of Tim Summers can be found on the company's website http://www.gmsuae.com/board-of-directors/.
Appendix B
Principal risks and uncertainties
The following has been extracted from pages 19 to 22 of the 2018 Annual Report:
The principal risks and uncertainties facing the Group in the short to medium term are set out below, together with the principal mitigation measures. These risks are not intended to be an exhaustive analysis of all risks that may arise in the ordinary course of business or otherwise.
Hot Features
Premium
Risk profile Mitigation, monitoring and assurance
FINANCIAL
Failure of the Group to service Robust monitoring
its debts and comply with debt covenants The Group has robust procedures
could result in severe negative in place for financial planning
repercussions for the Group such and forecasting. Management and
as demand for repayment or restriction the Board regularly monitor the
of further funding, which may cause Group's debt obligations and funding
liquidity issues for the Group or requirements which enables careful
reputational damage. ongoing assessment of liquidity
levels and covenant headroom.
Macro and micro economic events,
such as a sustained low oil price, Availability of funding
may impact our ability to raise We maintain a close working relationship
finance, achieve forecast, effectively with our banking syndicate and in
manage our working capital and service 2019 the Group agreed with its banking
our financial obligations. syndicate an amendment to its banking
covenants. The Group has an unused
A sustained reduction in charter working capital facility of US$
day rates and/or utilisation levels 30.0 million. The Group's near term
or an increase in borrowing costs, focus is on reducing leverage levels.
could lead to a breach in certain Please see page 68 of the Director's
debt covenants or an impairment Report for details of going concern.
of Group vessels.
Key performance indicators (KPIs)
Banking covenants which place restrictions Transparent KPIs are used for reporting
on capital expenditure and other to track progress. The KPIs are
uses of funding, could restrict reviewed regularly to ensure management
commercial and investment opportunities has all the necessary information
for the Group in the near term. to make timely financial decisions.
The Group's continuing operations Policies and procedures
and future growth, including strategic We adhere to Group-wide financial
investments, may be dependent on and accounting policies which underpin
the ability to fund the business, our approach to risk management.
either through its balance sheet
or through the availability of funding. Hedging strategies
A lack of funds could ultimately The Group takes out hedges to help
threaten the long-term viability mitigate the risk of volatility
of the business. of exchange rates and interest rates.
See Note 34 of the consolidated
financial statements for further
details.
---------------------------------------------------
STRATEGIC
Levels of expenditure by oil & gas Opex v capex
companies and those involved in The Group provides cost-effective
renewable energy, which is influenced services mainly in the opex phase
by the macroeconomic environment of oil companies' budgets, supporting
including global oil prices, could long-term oil production which historically
influence the levels of investment has tended to be less cyclical than
or operating expenditures within capex phase work.
the industry which may adversely
affect demand for the Group's services. Focus on low cost of production
This could lead to lower utilisation areas such as MENA
or lower charter day rates which The majority of the Group's revenue
may lead to a reduction in profit is generated in the MENA region
margins or an impairment of Group where there are a relatively high
vessels. number of well-established oil fields
requiring maintenance, and where
Demand for GMS vessels is affected the cost of oil production is generally
by the number of vessels in the lower than in other parts of the
market and the competitive landscape. world.
The actions of competing companies
or the entrance of new competitors Cost management
could increase the availability The Group continues to focus on
of SESVs, which could jeopardise managing its cost base in order
our market share or adversely affect to help achieve appropriate profit
utilisation levels or charter day margins whilst having the ability
rate levels. to offer competitive pricing to
clients.
GMS operates in a number of different
countries. Being over exposed to Growth and expansion
any one geographic market or the We lead the field in technological
loss of a major client or a reduction innovation and continually seek
in activity of a major client could to expand the range of activities
impact our performance. our vessels can perform and offer
innovative solutions to our clients.
Market sentiment towards our sector This helps us to retain market share.
and the Company, could result in
our share price not reflecting the We strive to have a geographical
intrinsic value of the business. balance of our operations by not
This could limit opportunities for limiting our portfolio of clients
strategic transactions by the Group, to one country or region.
which could restrict growth.
Construction and modification flexibility
for clients
Our vessels are built to be as flexible
as possible allowing us to compete
for a wide share of the market,
helping us to maximise utilisation
levels and charter day rates. The
Group is capable of modifying assets
to satisfy client requirements and
can do so in its own yard where
appropriate.
Counterparty risk
We monitor the risk on contractual
counterparties to avoid over dependency
on any one customer or business
partner.
---------------------------------------------------
PEOPLE
As the market recovers the Group Succession planning
may incur challenges in recruiting The Group maintains detailed management
and retaining the required calibre succession plans for key personnel
of staff which could lead to an which are monitored by the Group
increase in operating costs or influence HR team. The current macroeconomic
effectiveness. environment has resulted in a wider
external talent pool available for
The implementation and execution certain roles within the Group.
of our strategy depends on our ability
to attract, motivate and retain Key technical personnel who were
sufficiently qualified and experienced involved in previous vessel construction
personnel, particularly at senior projects were integrated within
management levels. the Operations Department to assist
in vessel modification and maintenance
Failure to attract, develop and projects. This has enabled the Group
retain sufficient competent senior to retain key technical skills and
offshore staff to support our clients' expertise in our fleet of high quality
needs could result in serious gaps vessels.
within the Group's knowledge base
and lead to operational issues on-board Learning and development
vessels, and could lead to reductions The Group is committed to providing
in utilisation. bespoke training and development
paths for key personnel and invests
heavily in learning and development
with a major focus on regular training
for our safety critical, senior
operational and management roles.
Competitive remuneration packages
The Group has a competitive remuneration
structure that aims to attract,
motivate and retain suitably qualified
personnel through performance-based
reward practices.
-----------------------------------------------------
COMMERCIAL
The reliance of the Group on a limited Flexibility and innovation
number of NOCs, IOCs and international We seek to continually improve our
EPC clients may expose us to losses offering through innovation including
in the event of client relationship new vessel designs and specification
disruptions. improvements by responding directly
to client feedback, which allows
The Group may not be able to win us to bid on a wider range of contracts.
new contracts or retain existing
contracts including clients not Market knowledge and operational
opting to exercise contractual option expertise
periods because of the actions of The Group has a clear record of
competitors. This could lead to established long-term relationships
lower vessel utilisation or lower in the MENA region and North West
charter day rates, causing profit Europe, which helps provide a clear
margins to fall. understanding of our clients' requirements
and operating standards. We believe
The Group may not be able to secure that the Group continues to have
long-term contracts or certain clients a competitive edge over most other
could cancel contracts, which may alternative providers of vessels
lead to commercial downtime between through our operational expertise
contracts and lower overall average and the high quality specifications
utilisation. of our offshore solutions.
A reduction in average charter day Tender approach
rates, arising from discounted pricing We compete in tenders for all vessels
in the industry, could lead to reduced nearing the end of their firm contracts,
margins or operating losses. ensuring that, if a client chooses
not to exercise their option, other
Challenging and protracted client opportunities should not be missed.
requirements, NOC tendering and The Group has built strong relationships
award requirements or local government with potential clients and continues
requirements, in certain markets, to work with them to ensure tenders
could affect our ability to win are completed in an appropriate
contracts, could lead to cost escalations timeframe prior to contracts being
or could impact utilisation, Group executed. The Group continually
profitability and impact our ability monitors and tracks its pipeline
to meet our covenant requirements of new contract opportunities, and
prioritises bidding on the most
suitable contracts with appropriate
margins.
The Group's robust operating standards
result in minimal downtime which
helps ensure that clients are not
given cause to cancel contracts
through non-performance.
Commercial Review Board (CRB)
The Group has in place a CRB comprising
members of the senior management
team to review contract requirements
and consider risks and rewards,
prior to bidding for and/or entering
into any material contracts.
---------------------------------------------------
INVESTMENTS
Delays in completion or errors in Board oversight
assessing the impact of new strategic The Board has oversight of approving
expansion projects could result and monitoring strategic projects.
in decreased margins and market
share. Project management
Extensive project management controls
and processes are adhered to throughout
project life cycles.
---------------------------------------------------
COMPLIANCE AND REGULATION
Non-compliance with anti-bribery Code of conduct
and corruption regulations could The Group has a Code of Conduct
damage stakeholder relations and which includes anti-bribery and
lead to reputational and financial corruption policies and all employees
loss. are required to comply with this
Code when conducting business on
Failure to appropriately identify behalf of the Group.
and comply with laws and regulations
and other regulatory statutes in Due diligence
new and existing markets could lead The Group performs substantial due
to regulatory investigations. diligence work prior to venturing
into new markets and obtains an
understanding of any governing laws
and regulations. Group legal and
external counsel support are utilised
as necessary.
-----------------------------------------------------
HEALTH, SAFETY, SECURITY, ENVIRONMENT AND QUALITY
The Group may suffer commercial Safety awareness
and reputational damage from an Safety and assurance continues to
environmental or safety incident be a top priority and is underpinned
involving our employees, visitors by our HSSEQ management system and
or contractors. strong safety-focused culture. Management
ensures appropriate safety practices
Our operations have an inherent and procedures, disaster recovery
safety risk due to our offshore plans and the insurance coverage
operations. We have a fundamental of all commercial contracts are
obligation to protect our people in place both prior to acceptance
and recognise the implications of and during contract delivery.
poor safety procedures.
Training and compliance
Our employees undergo continuous
training on operational best practices.
Scheduled maintenance
The Group follows regular maintenance
schedules on its vessels and the
condition of the vessels is consistently
monitored.
---------------------------------------------------
BREXIT
Continuing uncertainty surrounding Monitoring Brexit
negotiations on the UK's exit from Our exposure to specific market
the European Union ('Brexit') results turbulence in the UK is limited
in increased uncertainty over future as most of our clients are in the
policy, and legislation and the MENA region. Our offshore workforce
United Kingdom, which could impact operate on internationally accepted
Group operations. documents so we do not anticipate
mobility issues. Our supply chain
is predominantly MENA and mainland
Europe based, and there are no major
items manufactured in the UK. We
have some exposure to foreign currency
fluctuation on our unhedged contract
options, however even if the Sterling
volatility that has been experienced
since the leave vote continues,
this is not expected to have a significant
impact. Although it remains unclear
what the position will be for the
UK on 29 March 2019, based on our
understanding we have not identified
any unmanageable risk to our operations
arising from Brexit. Management
continue to monitor the status of
the UK Government's negotiations,
changes in legislation and future
policies.
---------------------------------------------------
OPERATIONAL
There is a risk that the Group's Vessel monitoring
assets may not be fit for purpose The Group regularly monitors the
or may fail to operate in the manner condition of the vessels and other
intended by management. Failure equipment which undergo mandatory
to deliver the expected operational dry docking within the specified
performance could result in reputational timeframes. The Group has policies
damage, litigation, reduced profit and procedures in place such as
margins or loss of clients. the Planned Maintenance System to
ensure that the vessels undergo
Changes in the political regimes, regular preventative maintenance.
civil and political unrest or sanctions
in the jurisdictions in which we Emergency plans and insurance
operate could adversely affect our For all our major assets and areas
operations. of operation, the Group maintains
emergency preparedness plans. We
The Group may not be able to deploy regularly review the insurance coverage
stacked vessels timely for new contracts over the Group's assets to ensure
which could limit operational readiness. adequate cover is in place.
Also deployment costs of previously
stacked vessels could be significant. Constant review
The Group remains vigilant to potential
There is a risk that cybersecurity changes and risks and may engage
incidents including loss or misuse with governments and legal counsel
of sensitive information could damage to ensure a comprehensive view of
our operations, or lead to financial our stakeholders is presented. The
loss and reputational damage due Group constantly monitors the ever-changing
to a breach of confidential data political landscape in the regions
or technology disruption caused that are considered volatile or
by an internal or external attack. unpredictable.
Readiness for deployment
The Group carefully plans the stacking
of vessels and maintains detailed
deployment plans to ensure vessels
can be brought back into operation
efficiently.
Cybersecurity monitoring and defence
GMS operates multi-layer cybersecurity
defences which are monitored for
effectiveness and to ensure they
remain current. Extensive monitoring
of attempts to breach IT systems
take place with detailed analysis
to help ensure potential threats
are identified and effectively mitigated.
Business continuity plan
The Group has in place a robust
business continuity management plan
which it regularly maintains to
support the management of any critical
incidents.
---------------------------------------------------
- Ends -
Enquiries
For further information please contact:
Gulf Marine Services PLC
Duncan Anderson Brunswick
John Brown Patrick Handley - UK
Tel: +971 (2) 5028888 Will Medvei - UK
Anne Toomey Tel: +44 (0) 20 7404 5959
Tel: +44 (0) 1296 622736 Jade Mamarbachi - UAE
Tel: +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
MSCGMGZDVDMGLZM
(END) Dow Jones Newswires
April 25, 2019 02:00 ET (06:00 GMT)
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