Seafox Pushes to Oust GMS Directors


Gulf Marine Services, a provider of jack-up service vessels for the offshore energy industry, has received a letter from Seafox, a rival, and a holder of 29.9% of shares in GMS, seeking removal of four of GMS' directors from the board.

To remind, Dutch Seafox had proposed to take over the UAE-based GMS earlier this year, but it then dropped its pursuit in May 2020

According to GMS's statement Monday, Seafox - which also provides jack-up vessel services - has sent a letter seeking asking that GMS' non-executive directors, Mike Turner (Senior Independent Director and RemCo Chairman),  David Blewden (Audit Committee Chairman), Mo Bississo, and Shona Grant, voluntarily step down from the Board of GMS. 

It has also asked and that the GMS Board appoints in their place three UAE-based individuals - Rashid Al Jarwan, Mansour Al Alami and Saeed Mer Abdulla Khoory.

Per GMS, Seafox further stated that if GMS fails to implement its request by no later than 23 September 2020, it will requisition a General Meeting of Shareholders to remove the three directors and name Seafox's recommended candidates to the GMS Board.

"The members of the GMS Board excluding the two Seafox representatives [...], have met to consider Seafox's letter," GMS said

"The Board [excluding Seafox's representatives on it] believes it is not in the best interests of the Company's shareholders for any of the current directors to resign," GMS said.

2None of the three candidates recommended by Seafox are known to the Board and it is not currently in a position to assess their suitability to be directors of a UK listed company or the value that they might bring to GMS," GMS said.

GMS also said that as a result of Seafox's actions, the Board believes it now has no option but to put the plans for the equity capital raise on hold.

"The Company has informed the UK Takeover Panel of Seafox's proposal, as it believes that these actions evidence an attempt by Seafox to take control of the Company.  In this context, the Board is seeking clarification from both Mazrui International and Horizon Group whether or not they support Seafox's proposal in the light of their voting patterns with Seafox at the 2020 AGM," GMS said.

"The Board has written to Seafox to urge it to reconsider its proposed actions, which will give rise to a costly and value destructive exercise and significantly harm the interests of the Company's other shareholders," GMS said.

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