ELECTRONIC TRANSMISSION DISCLAIMER … representation or warranty, expressed or implied, is made by any of the Banks or any of their respective afﬁliates as to the accuracy, completeness,

ELECTRONIC TRANSMISSION DISCLAIMER

STRICTLY NOT TO BE FORWARDED TO ANY OTHER PERSONS

THIS OFFER IS AVAILABLE ONLY TO INVESTORS (1) WITHIN THE UNITED STATESWHO 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 thisdisclaimer 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 orrelied 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 UNITEDSTATES 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, THEREGISTRATION 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 (asdefined 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 areoutside 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 inelectronic 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 thelaws 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 connectionwith, 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 byany 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.

OFFSHORE CONTRACTOR

GMSPantone 185 C

C-O / M-94 / Y-78 / K-0

C-60 / M-9 / Y-0 / K-0

Pantone 2915 CO

FFSH

OR

E C

ON

TR

AC

TO

R

GMS

Pantone 185 C

C-O / M-94 / Y-78 / K-0

C-60 / M-9 / Y-0 / K-0

Pantone 2915 C

Gulf Marine Services PLC

PROSPECTUS

c109603_Cover.indd 1 13/03/2014 09:41

Prospectus dated 14 March 2014

This document comprises a prospectus (the ‘‘Prospectus’’) relating to Gulf Marine Services PLC (the ‘‘Company’’) prepared in accordance with the prospectus rules (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’’), has been filed with the FCA and has been made available to the public in accordance with Section 3.2 of the Prospectus Rules.

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 theCompany (the ‘‘Ordinary Shares’’), issued and to be issued in connection with the Offer, to be admitted to the premium listing segment of the Official List of the FCA(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 StockExchange’s main market for listed securities (together ‘‘Admission’’). Admission to trading on the London Stock Exchange’s main market for listed securities constitutesadmission to trading on a regulated market. 48,911,389 new Ordinary Shares (the ‘‘New Shares’’) are being issued by the Company and 73,207,598 issued and outstandingOrdinary 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’’) to certain institutional, professional and other investors (the ‘‘Offer’’). In addition, 616,415 Ordinary Shares are being issued and allotted by the Companyto certain Directors of the Company as described more fully under Part XV: ‘‘Details of the Offer’’ (the ‘‘Directed Offering’’). Conditional dealings in the Shares areexpected to commence on the London Stock Exchange on 14 March 2014. It is expected that Admission will become effective, and that unconditional dealings willcommence 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 ofunconditional dealings will be of no effect if Admission does not take place and such dealings will be at the sole risk of the parties concerned. No application has been, or iscurrently intended to be, made for the Ordinary Shares to be admitted to listing or trading on any other stock exchange.

The Company and its Directors (whose names appear on page 30 of this document) accept responsibility for the information contained in this document. To the best ofthe 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 thisdocument is in accordance with the facts and contains no omission likely to affect the import of such information.

Prospective investors are advised to examine all the risks that might be relevant in connection with an investment in the Shares. Prospective investors should read theentire document, and in particular the section entitled ‘‘Risk Factors’’, for a discussion of certain risk and other factors that should be considered in connection with anyinvestment in the Shares.

Gulf Marine Services PLC

(incorporated under the Companies Act 2006 and registered in England and Wales with registered number 8860816)

ProspectusOffer 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

Merrill Lynch International (‘‘BofA Merrill Lynch’’) and Barclays Bank PLC (‘‘Barclays’’) as joint sponsors and joint global co-ordinators (together, the ‘‘Joint Sponsors’’and the ‘‘Joint Global Co-ordinators’’) and BofA Merrill Lynch, Barclays and J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P.Morgan Cazenove, ‘‘J.P. Morgan Cazenove’’) (together the ‘‘Joint Bookrunners’’) and N M Rothschild & Sons Limited (the ‘‘Financial Adviser’’) are authorised by thePrudential Regulation Authority (the ‘‘PRA’’) and regulated in the United Kingdom by the PRA and the FCA, and are acting exclusively for the Company and no oneelse in connection with the Offer, and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Offer and will not beresponsible 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 anytransaction or arrangement referred to in this document. Abu Dhabi Commercial Bank PJSC (‘‘ADCB’’) and Abu Dhabi Islamic Bank PJSC (‘‘ADIB’’) have beenappointed to act as co-lead managers (the ‘‘Co-Lead Managers’’ and, together with the Joint Bookrunners, the ‘‘Banks’’).

The Banks and the Financial Adviser and any of their respective affiliates may have engaged in transactions with, and provided various investment banking, financialadvisory and other services for, the Company, for which they would have received customary fees.

In connection with the Offer, BofA Merrill Lynch as Stabilising Manager, or any of its agents, may (but will be under no obligation to), to the extent permitted byapplicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwiseprevail in the open market. The Stabilising Manager is not required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditionaldealings 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 StabilisingManager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilisation, if commenced,may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares above the Offer Price. Except asrequired 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 stabilisationtransactions conducted in relation to the Offer.

In connection with the Offer, the Stabilising Manager may, for stabilisation purposes, over-allot Shares up to a maximum of 15 per cent. of the total number of Sharescomprised in the Offer. For the purposes of allowing the Stabilising Manager to cover short positions resulting from any such over-allotments and/or from sales of Shareseffected by it during the stabilising period, the Over-allotment Shareholders (as defined in Part XVIII: ‘‘Definitions’’) have granted to it the Over-allotment Option (asdefined 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 totalnumber of Shares comprised in the Offer (the ‘‘Over-allotment Shares’’) at the Offer Price. The Over-allotment Option is exercisable in whole or in part, upon notice bythe Stabilising Manager, at any time on or before the 30th calendar day after the commencement of conditional dealings of the Shares on the London Stock Exchange.Any Over-allotment Shares made available pursuant to the Over-allotment Option will rank pari passu in all respects with the Shares, including for all dividends and otherdistributions declared, made or paid on the Shares, will be purchased on the same terms and conditions as the Shares being issued or sold in the Offer and will form asingle class for all purposes with the other Shares.

Recipients of this Prospectus are authorised solely to use this Prospectus for the purpose of considering the acquisition of the Shares, and may not reproduce or distributethis Prospectus, in whole or in part, and may not disclose any of the contents of this Prospectus or use any information herein for any purpose other than considering aninvestment in the Shares. Such recipients of this Prospectus agree to the foregoing by accepting delivery of this Prospectus.

This Prospectus does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securitiesother than the securities to which it relates or any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, such securities by anyperson in any circumstances in which such offer or solicitation is unlawful.

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 regimeestablished thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void orunenforceable, none of the Banks or the Financial Adviser, or their respective affiliates, accepts any responsibility whatsoever for, or makes any representation orwarranty, express or implied, as to the contents of this document, including its accuracy, completeness or for any other statement made or purported to be made by it, oron its behalf, in connection with the Company, the Shares or the Offer and nothing in this Prospectus will be relied upon as a promise or representation in this respect,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 orliability, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this Prospectus or any such statement.

Prior to making any decision as to whether to invest in the Shares, prospective investors should read this Prospectus in its entirety. In making an investment decision,each investor must rely on their own examination, analysis and enquiry of the Company and the terms of the Offer, including the merits and risks involved. The investorsalso acknowledge that: (i) they have not relied on the Banks or the Financial Adviser or any person affiliated with the Banks or the Financial Adviser in connection withany investigation of the accuracy of any information contained in this Prospectus or their investment decision; and (ii) they have relied only on the information containedin this document and that no other person has been authorised to give any information or to make any representation concerning the Group or the Shares (other than ascontained in this Prospectus) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Company,the directors, the Selling Shareholders or any of the Banks or the Financial Adviser.

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, suchinformation or representations must not be relied on as having been so authorised. Neither the delivery of this Prospectus nor any subscription or sale made under itshall, 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 theinformation in it is correct as of any subsequent time.

None of the Company, the Selling Shareholders, the Banks or the Financial Adviser or any of their respective representatives, is making any representation to anyprospective investor of the Shares regarding the legality of an investment in the Shares by such prospective investor under the laws applicable to such prospective investor.The contents of the Prospectus should not be construed as legal, financial or tax advice. Each prospective investor should consult his, her or its own legal, financial or taxadviser for legal, financial or tax advice and related aspects of a purchase of the Shares.

Joint Sponsors and Joint Global Co-ordinatorsBofA Merrill Lynch Barclays

Joint Bookrunners

BofA Merrill Lynch Barclays J.P. Morgan Cazenove

Co-Lead ManagersAbu Dhabi Islamic Bank Abu Dhabi Commerical Bank

Financial Adviser

RothschildShare capital immediately following Admission

Number of Issued Shares Nominal value of Issued Shares349,527,804 £34,952,780.40

Shares of 10p each

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, theBanks 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 theSecurities 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 acriminal 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 SECRETARYOF 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 REPRESENTATIONINCONSISTENT 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, SENIOR MANAGEMENT AND CORPORATE 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 theProspectus 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 theProspectus or it does not provide, when read together with the other parts

of the Prospectus, key information in order to aid investors when

considering whether to invest in the Shares.

A.2 Subsequent resale of

securities or final

placement of securitiesthrough financial

intermediaries

Not applicable. The Company is not engaging any financial intermediaries

for any resale of securities or final placement of securities after publication

of the Prospectus.

Section B – Issuer and any guarantor


B.1 Legal and commercial

name

Gulf Marine Services PLC.

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

principal activities

We operate one of the largest independent self-propelled Self Elevated

Support Vessel (‘‘SESV’’) fleets in the MENA region and one of the largest

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. InNorthwest Europe, we also charter our SESVs for use 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

facilities that can be adapted by our clients to support their provision of 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

payable in connection with existing term loans and future drawdowns (the

restructured facility is referred to herein as the ‘‘New Bank Facility’’).

In January 2014, we signed a five-year finance lease in respect of a bareboat

charter with Navtech for an enhanced Small vessel, the Pepper, which is

expected to be delivered in May 2015.

We have undertaken a pre-IPO reorganisation. For further details, see Part

XVII: ‘‘Additional Information – Pre-IPO Reorganisation’’.

B.5 Group description The Company is the parent company of the Group. The principal activityof 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 (except for GMS Global Commercial Investments LLC (‘‘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

retain control over the portion of its business which is subject to the UAE

Ownership Requirement (held through GCI LLC). As a result of this

structure, 49 per cent. of the share capital of GCI LLC is owned indirectly

by the Company through its wholly owned subsidiary, GMS Jersey Holdco2 Limited. The remaining 51 per cent. of the outstanding share capital of

GCI LLC is owned indirectly, and held for the Company’s benefit, by Gulf

Middle East Investments LLC, a limited liability company incorporated in

the emirate of Abu Dhabi, United Arab Emirates under commercial licence

number 1734571 and of P.O. Box 9275, Dubai, United Arab Emirates (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 nomineeservices who is also a partner of Al Tamimi & Company, a prominent

UAE law firm with operations across the Middle East, which has also

acted as UAE counsel to the Company in connection with the Offer. 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 thefull benefit of the operating businesses under GCI LLC (and its subsidiary)

(including its UAE trade licences), the constitutional documents of both

GCI LLC and its subsidiary provide certain protections relating to profit

distribution, management, shareholder voting, distributions on liquidation

and restrictions on share transfers.

B.6 MajorShareholders

Immediately following the Offer, Green Investment CommercialInvestments LLC (‘‘GICI’’), Ocean Investments Trading LLC

(‘‘Ocean’’), Horizon Energy LLC and Al Ain Capital LLC (together, the

‘‘Principal Shareholders’’) will hold 51.26 per cent., 0.65 per cent., 6.50 per

cent. and 6.50 per cent., respectively, of the issued ordinary share capital of

the Company (assuming no exercise of the over-allotment option granted

by the Over-allotment Shareholders) (the ‘‘Over-allotment Option’’).

2

GICI and Ocean are both beneficially owned by GC Equity Partners Fund

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

purpose of which is to ensure that the Company is capable of carrying outits 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).

The Relationship Agreement will stay in effect until: (i) in respect of GICI

and Ocean, GICI and Ocean (and their subsidiary undertakings) ceasing to

own, in aggregate, an interest, directly or indirectly, of at least 10 per cent.

in the Company, at which point the rights and obligations of GICI and

Ocean under the Relationship Agreement shall terminate, (ii) the OrdinaryShares 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, the Principal Shareholder ceases to be a ‘‘controlling shareholder’’

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 Agreementshall 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.

The Ordinary Shares owned by the Principal Shareholders after Admission

will rank pari passu with the other Ordinary Shares in all respects.

3

B.7 Key financial

information

The tables below set out summary financial information of the Group for

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 FinancialInformation’’):

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) —

Other administrative expenses (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:

Basic and diluted (U.S.$‘000 per

share) ......................................... 22.18 48.08 68.20

4

Consolidated Statement of Financial Position

As at 31 December

2011 2012 2013

(U.S.$m)ASSETSNon-current assetsProperty, plant and equipment . 391.3 456.0 490.4Intangibles ................................. 2.1 1.6 1.1Dry docking expenditure........... 2.5 0.7 0.8Loans to related parties............. 0.5 0.6 —Fixed asset prepayments............ — — 2.8

Total non-current assets ............. 396.5 458.9 495.1

Current assetsLoans to related parties............. — — 0.4Derivative financial instrument . — — 0.5Trade and other receivables ...... 38.1 37.7 43.2Cash and cash equivalents ........ 4.4 1.9 46.9

Total current assets .................... 42.5 39.7 91.1

Total assets ................................ 439.0 498.6 586.2

EQUITY AND LIABILITIESCapital and reservesShare capital .............................. 0.3 0.3 0.3Statutory reserve ....................... 0.1 0.1 0.1Restricted reserve ...................... 0.1 0.1 0.1Capital contribution .................. 70.8 70.8 78.5Translation reserve .................... — 0.04 0.6Retained earnings ...................... 66.9 115.0 103.2

Attributable to the owners ofthe Company ............................. 138.2 186.4 182.9Non-controlling interests........... 1.1 0.6 1.3

Total equity................................ 139.3 186.9 184.2

Non-current liabilitiesBank borrowings ....................... 145.9 102.2 254.3Obligations under finance leases 43.1 88.0 83.1Loans from related parties ........ 25.4 27.8 19.5Other amounts due to relatedparties ........................................ 0.8 0.8 —Provision for employees’ end ofservice benefits........................... 1.6 1.6 1.9Share appreciation rightspayable ...................................... 5.9 8.4 —

Total non-current liabilities ........ 222.7 228.8 358.8

Current liabilitiesTrade and other payables.......... 25.7 23.9 25.7Bank borrowings ....................... 48.5 53.7 11.0Obligations under finance leases 2.8 5.1 5.7Due to related parties................ - — 0.8

Total current liabilities ............... 77.0 82.8 43.2

Total liabilities ........................... 299.7 311.6 401.9

Total equity and liabilities.......... 439.0 498.6 586.2

5

Consolidated Statement of Cash Flows


2011 2012 2013

(U.S.$m)

Net cash generated from

operating activities .................... 38.7 85.2 113.3

Net cash used in investing

activities..................................... (23.2) (25.4) (52.5)

Net cash used in financing

activities..................................... (15.6) (62.2) (15.9)

Net (decrease)/increase in cashand cash equivalents ................... (0.1) (2.4) 44.9

Cash and cash equivalents at the

beginning of the year.................. 4.5 4.4 1.9

Cash and cash equivalents at the

end of the year ........................... 4.4 1.9 46.9

Other Financial Metrics


2008 2009 2010 2011 2012 2013

Revenue (U.S.$m) ............... 53.6 69.3 63.7 106.9 142.6 184.3

Adjusted gross profit

(U.S.$m)(1)........................... 30.8 42.4 46.2 78.0 104.7 136.1

Profit for the year (U.S.$m) 10.7 17.5 11.7 23.2 48.6 69.4

Profit margin (%)(2) ............. 20% 25% 18% 22% 34% 38%

Adjusted EBITDA

(U.S.$m)(3)........................... 24.8 35.3 38.8 69.5 94.6 124.7

Adjusted EBITDA margin

(%)(4).................................... 47% 51% 61% 65% 66% 68%

Adjusted gross profit

margin(5).............................. 58% 61% 73% 73% 73% 74%

Small vessels .................... 65% 72% 74% 67% 70% 69%

Large vessels.................... N/A N/A N/A 81% 79% 82%

Other ............................... 55% 49% 42% 52% 59% 58%

ROIC(6) ............................... 13% 14% 8% 13% 18% 20%

Notes:

(1) Gross profit minus vessel depreciation, amortisation of dry dock costs and write-off of theKikuyu’s jacking system.

(2) Profit for the year divided by revenue.

(3) Profit for the year, plus taxation charge for the year, depreciation of property, plant andequipment, amortisation of intangibles and dry docking expenditure, management fee,write-off of asset, IPO/trade sale costs, share appreciation rights, net finance cost, foreignexchange loss, net and loss on sale of asset; minus miscellaneous income and any coststhat management considers are non-recurring. The table below sets forth a reconciliationof Adjusted EBITDA to profit for the year.

6


2008 2009 2010 2011 2012 2013

(U.S.$m)

Profit for the year .................. 10.7 17.5 11.7 23.2 48.6 69.4

Add:

Taxation charge for the year . — — — 3.1 2.8 3.9

Depreciation of property,

plant and equipment.............. 5.2 10.4 11.8 12.2 14.4 15.4

Amortisation of dry docking

expenditure............................. 1.1 0.8 2.2 2.6 2.3 0.8

Amortisation of intangibles ... 5.0 1.8 2.4 1.7 0.5 0.5

Management fee..................... — 0.3 0.3 0.3 0.3 0.3

Write-off of asset ................... — — — — — 1.5

IPO/trade sale costs ............... — — — — — 2.1

Share appreciation rights ....... — 0.9 0.2 4.8 2.4 —

Net finance cost ..................... 3.4 3.6 10.4 21.3 23.1 28.8

Foreign exchange loss, net..... — — 0.2 0.3 0.4 0.6

Loss on sale of asset .............. — — — — — 1.3

Minus:

Miscellaneous income ............ (0.6) — (0.4) (0.1) (0.2) —

Adjusted EBITDA .................. 24.8 35.3 38.8 69.5 94.6 124.7

Notes:

(4) Adjusted EBITDA divided by revenue.

(5) Adjusted gross profit divided by revenue.

(6) (EBIT x (1-effective tax rate))/(total assets-current liabilities-cash and cash equivalents).Effective tax rate = (taxation charge for the year/profit for the year before taxation).

Key Operating Data

As at and for the year ended 31 December

2008 2009 2010 2011 2012 2013

Number of SESVs

Small................................ 5 6 6 6 7(2) 7

Large ............................... 0 0 1(1) 2(1) 2 2

Total SESVs .................... 5 6 7 8 9 9

SESV utilisation(3) (%)

Small................................ 99% 99% 79% 73% 98% 95%

Large ............................... N/A N/A N/A 96% 93% 88%

SESV average .................. 99% 99% 79% 78% 97% 94%

Average day rate(4)

(U.S.$’000)

Small................................ 21.2 26.6 33.1 28.8 27.9 37.9

Large ............................... N/A N/A N/A 74.7 101.8 111.8

Notes:

(1) Our Large vessels, the Endurance and the Endeavour, were delivered in September 2010and June 2011.

(2) Our seventh Small vessel, the Kinoa, was delivered in August 2012.

(3) The percentage of available days in a relevant period during which an SESV is undercontract and in respect of which a client is paying a day rate for the charter of the SESV,excluding periods during which an SESV is not available for hire due to planned upgradework, major mobilisations or construction.

(4) Annual charter income (inclusive of hotel and catering charges) divided by the number ofon-hire days.

7

In June 2011, our second Large vessel, the Endeavour, was delivered. In

August 2012, our seventh Small vessel, the Kinoa was delivered.

In January 2014, we signed a five-year finance lease in respect of a bareboat

charter with Navtech for an enhanced Small vessel, which is expected to be

delivered in May 2015.

Our 2013 Bank Facility was restructured in February 2014 to increase the

flexibility and tenor of the facility and to reduce the interest margin

payable in connection with existing term loans and future drawdowns.

Other than as set out above, there has been no significant change in the

financial or operating results of the Group during or subsequent to theperiod covered by the Historical Financial Information contained in this

Prospectus.

B.8 Key Pro Forma

Financial Information

The unaudited key pro forma financial information as at 31 December 2013

illustrates the impact of the net proceeds raised through the Offer and the

Directed Offering on the net assets of the Group as if the Offer had taken

place on 31 December 2013. The information below has been extracted

without adjustment from the unaudited pro forma financial information inPart XIV.

The adjustments reflect the use of net proceeds of U.S.$101.4 million, ofwhich U.S.$19.5 million will be used to pay off the full balance of related

party loans. The remaining balance of U.S.$81.9 million is intended to be

used for the acquisition of the Keloa (U.S.$37.5 million) and to fund the

Company’s new-build programme, as described under ‘‘Part V: Our

Business – Our Fleet – New-build programme’’.

As at 31December

2013 Adjustments

Pro formaas at

31 December2013

(U.S.$‘000s)Total non-current assets ..... 495,084 — 495,084Total current assets............. 91,132 81,882 173,014

Total assets ......................... 586,216 81,882 668,098

Total non-current liabilities 358,769 (19,504) 339,265Total current liabilities ....... 43,209 — 43,209

Total liabilities .................... 401,978 (19,504) 382,474

Net assets ............................ 184,238 101,386 285,624

B.9 Profit forecast Not applicable; there is no profit forecast or estimate.

B.10 Description of the nature

of any qualification inthe audit report on the

historical financial

information

Not applicable. There are no qualifications in the reporting accountants’

report on the historical financial information.

B.11 Explanation if there is

insufficient working

capital

Not applicable. In the opinion of the Company, taking into account the net

proceeds of the Offer receivable by the Company, the working capital

available to the Group is sufficient for the Group’s present requirements,

that is, for the next 12 months following the date of this document.

8

Section C – Securities


C.1 Type and class

of securities

The Offer comprises an offering of 48,911,389 New Shares, which are to be

issued by the Company, and 73,207,598 Existing Shares to be sold by the

Selling Shareholders. In addition, 616,415 Ordinary Shares are being sold

by the Company to certain Directors of the Company in the Directed

Offering as described more fully under Part XV: ‘‘Details of the Offer’’.

The Shares to be sold in the Offer and the Directed Offering are expectedto represent approximately 35 per cent. of the issued share capital of the

Company immediately following Admission.

In addition, a further 18,317,849 Over-allotment Shares (representing

approximately 15 per cent. of the total number of Shares comprised in the

Offer) are being made available by the Over-allotment Shareholders,

pursuant to the Over-allotment Option.

The aggregate nominal value of the issued ordinary share capital of the

Company immediately following Admission will be £34.95 million divided

into 349,527,804 million Ordinary Shares of £0.10 each, which are issued

fully paid.

When admitted to trading, the Shares will be registered with ISIN number

GB00BJVWTM27 and SEDOL number BJVWTM2 and will trade under

the symbol ‘‘GMS’’.

C.2 Currency of the

securities issue

The currency of the issue is United Kingdom pounds sterling.

C.3 Issued share capital As at the date of this document, the number of issued Ordinary Shares was

300,000,000. On Admission, there will be 349,527,804 Ordinary Shares of

£0.10 each in issue. All Ordinary Shares in issue on Admission will be fully

paid.

C.4 Description of the rights

attaching to the securities

The Shares being sold pursuant to the Offer will, on Admission, rank pari

passu in all respects with the Ordinary Shares in the capital of the

Company in issue and will rank in full for all dividends and other

distributions thereafter declared, made or paid on the share capital of the

Company.

C.5 Restrictions on the free

transferability of the

securities

Not applicable. The Shares are freely transferable and there are no

restrictions on transfer.

C.6 Admission Application has been made to the FCA for all of the Shares, issued and to

be issued, to be admitted to the premium listing segment of the Official List

of the FCA and to the London Stock Exchange for such Shares to be

admitted to trading on the London Stock Exchange’s main market forlisted securities.

C.7 Dividends and

dividend policy

The Board has adopted a dividend policy for the Company which will look

to maximise shareholder value and reflect its strong earnings potential and

cash flow characteristics, while allowing it to retain sufficient capital to

fund ongoing operating requirements and to invest in the Company’s long-

term growth plans. From 2014 onwards, the Company intends, subject toavailable distributable profits and shareholder approval, to pay annual

dividends based on a targeted payout ratio of 10 per cent. of the

Company’s consolidated post-tax profit from its ongoing business.

9

Section D – Risks


D.1 Key information on the

key risks that are

specific to the issuer or

its industry

Key information on the key risks that are specific to our business

* The Group’s ownership structure is subject to risks associated with

UAE foreign ownership restrictions. It is possible that our structure

could be unilaterally challenged before a UAE court on the basis of

the Concealment Law or other general public policy-related

provisions under other UAE legislation, and that a UAE court

could decide that our ownership structure violated public policy,

morals or law in the UAE. There could be a number of adverse

implications for us if our ownership arrangement and ownershipstructure were to be successfully challenged or an enforcement action

initiated, including the suspension of our UAE operating licences,

our having to adopt an alternative ownership or operating structure

that could be disadvantageous to our business and operations or the

imposition of fines, which may have possible adverse implications on

our UAE operations.

* Our future business performance depends on our ability to secure

new contracts for our SESVs and on the exercise by our clients of

their extension options on existing contracts. Our ability to win

tenders for new contracts, as well as contract renewals where we are

the incumbent SESV provider, is affected by a number of factorsbeyond our control, such as market conditions, vessel specifications,

competition and governmental approvals required by our clients. In

particular, our clients’ demand for our SESVs is linked to the level of

operating and maintenance expenditure in the oil and gas sector and

the level of construction and maintenance activity in the renewable

energy sector. Our contracts normally include two types of terms: (i)

a firm period and (ii) one or more extension options that are

exercisable at the sole discretion of our clients. If a client fails torenew its contract, we must then secure a new contract for that SESV.

In addition, due to the small size of our fleet and the long-term profile

of our contracts, our business is subject to the risks associated with

our having a limited number of clients for our services at any point in

time. Further, if one of our SESVs were to be damaged, our

utilisation rate would decline, which could adversely affect our

revenues.

* As at 31 December 2013, we had a backlog of U.S.$434 million, of

which U.S.$228 million was in respect of firm period contracts. The

amount of our backlog does not necessarily indicate future earnings,and our backlog may be adjusted up or down depending on any

award of new contracts, early cancellation of existing contracts (in

which case we may not be entitled to compensation) or failure by

clients to exercise extension options.

* We plan to undertake a significant new-build programme and delays

or cost overruns in the construction of new SESVs could adversely

affect our business. We construct, repair and refurbish our SESVs at

our construction and maintenance facility in Musaffah, Abu Dhabi,

which we believe provides us with a competitive advantage for our

business, as it allows us to construct and maintain our SESVsefficiently and to modify our fleet to suit our clients’ needs at shorter

notice than when using third party yards. If we are unable to access

our facility for any reason, it could take a significant amount of time

and resources to make alternative arrangements.

* We are subject to the economic and political conditions of operating

in the MENA region. Although the political and economic

10

environment of the countries in which we primarily operate has been

stable in recent years, the MENA region more generally has been

subject to, and may continue to be subject to, changing political and

economic conditions that could adversely affect our business. Anyunexpected changes in the political, social, economic or other

conditions in such countries, or in neighbouring countries, could

have a material adverse effect on the UAE and therefore on our

business, financial condition and results of operations.

D.3 Key information on the

key risks that are specificto the securities

Key information on the key risks that are specific to the securities

* Immediately following the Offer, assuming no exercise of the Over-

allotment Option, the Principal Shareholders, being GICI LLC,

Ocean, Horizon Energy LLC and Al Ain Capital LLC, will hold

51.26 per cent., 0.65 per cent., 6.50 per cent. and 6.50 per cent. of theCompany’s share capital, respectively. Notwithstanding their entry

into the Relationship Agreement, Gulf Capital, through the Gulf

Capital Shareholders (namely GICI and Ocean), will be able to

exercise significant influence over our management and operations,

and there can be no assurance that the interests of the Principal

Shareholders will coincide with the interests of purchasers of the

Shares.

* Subsequent sales by the Principal Shareholders (or any other

substantial shareholders) of a substantial number of Shares may

significantly reduce the trading price of the Shares. Each of the

Principal Shareholders will be subject to a lock-up for 180 daysfollowing the Closing Date, subject to certain customary exceptions.

Nevertheless, we are unable to predict whether substantial amounts

of Ordinary Shares will be sold in the open market following

termination or waiver by the Joint Global Co-ordinators of these

lock-up arrangements.

Section E – Offer


E.1 Net proceeds and costs

of the offer

The net proceeds from the Offer and the Directed Offering of the New

Shares by the Company will be approximately £60.9 million (after

deducting underwriting commissions, other estimated offering-related

fees, expenses and applicable taxes of approximately £6.0 million). Thenet proceeds from the Offer of Existing Shares by the Selling Shareholders

will be approximately £94.8 million (excluding the Over-allotment Option)

(after deducting underwriting commissions, expenses and applicable taxes

of £4.0 million). The Company will not receive any proceeds from the sale

of Existing Shares by the Selling Shareholders. No expenses will be charged

by the Company or the Selling Shareholders to the purchasers of the

Shares.

E.2a Reasons for the offer

and use of proceeds

The Company’s net proceeds from the issue of the New Shares pursuant to

the Offer and the Directed Offering are estimated to be £60.9 million. The

Company intends to use the net proceeds from the Offer for the purchase

of the Keloa, repayment of shareholder loans and to fund our new-build

programme.

E.3 Terms and conditionsof the offer

All Shares will be sold at the Offer Price. The Shares allocated under theOffer have been fully underwritten, subject to certain conditions, by the

Joint Bookrunners in accordance with the terms of the Underwriting

Agreement.

11

Under the Offer, the Shares are being sold to certain institutional,

professional and other investors in the United Kingdom and elsewhere

outside the United States in offshore transactions in reliance on Regulation

S under the Securities Act and to QIBs in the United States in reliance onRule 144A under the Securities Act or another exemption from, or in a

transaction not subject to, the registration requirements of the Securities

Act. Under the Offer, all Shares will be sold at the Offer Price. In addition,

a further 18,317,849 Over-allotment Shares (representing approximately 15

per cent. of the total number of Shares comprised in the Offer) will be

made available by the Over-allotment Shareholders, pursuant to the Over-

allotment Option.

Admission is expected to become effective, and unconditional dealings in

the Shares are expected to commence on the London Stock Exchange, at

8.00 a.m. on 19 March 2014. It is expected that dealings in the Shares willcommence on a conditional basis on the London Stock Exchange at

8.00 a.m. on 14 March 2014. The earliest date for settlement of such

dealings will be 19 March 2014. All dealings in Shares prior to the

commencement of unconditional dealings will be on a ‘‘when-issued’’ basis,

will be of no effect if Admission does not take place and will be at the sole

risk of the parties concerned.

The Offer is subject to the satisfaction of conditions which are customary

for transactions of this type contained in the Underwriting Agreement,

including Admission becoming effective by no later than 8.00 a.m. on the

Closing Date, determination of the Offer Price and the UnderwritingAgreement not having been terminated prior to Admission.

None of the Shares may be offered for subscription, sale or purchase or bedelivered, or be subscribed, sold or delivered, and this Prospectus and any

other offering material in relation to the Shares may not be circulated, in

any jurisdiction where to do so would breach any securities laws or

regulations of any such jurisdiction or give rise to an obligation to obtain

any consent, approval or permission, or to make any application, filing or

registration.

E.4 Material interests Other than disclosed in B.6, there are no other interests, includingconflicting interests, that are material to the Offer.

E.5 Selling shareholder/

lock-up arrangements

73,207,598 Existing Shares under the Offer are being sold by the Selling

Shareholders (assuming no exercise of the Over-allotment Option). Each of

the Principal Shareholders is subject to a 180-day lock-up period following

Admission, during which time they may not dispose of any interest in their

respective Ordinary Shares without the consent of the Joint Global Co-ordinators. For a 180-day lock-up period, the Company will not issue or

dispose of any new Ordinary Shares.

All lock-up arrangements are subject to certain customary exceptions.

E.6 Dilution The Shares issued in the Offer and the Directed Offering will represent

approximately 14.17 per cent. of the expected issued share capital of the

Company immediately following Admission.

E.7 Expenses charged to

the investor

Not applicable; there are no commissions, fees or expenses to be charged to

the investor by the Company or the Selling Shareholders under the Offer.

12

PART I: RISK FACTORS

Investing in and holding the Shares involves financial risk. Investors in the Shares should carefully review

all of the information contained in this Prospectus and should pay particular attention to the following

risks associated with an investment in us and the Shares, which should be considered together with all

other information contained in this Prospectus. If one or more of the following risks were to arise, our

business, financial condition, results of operations, prospects and/or our share price could be materially

and adversely affected and investors could lose all or part of their investment. The risks set out below

may not be exhaustive and do not necessarily comprise all of the risks associated with an investment in

us and the Shares. Additional risks and uncertainties not currently known to us or which we currently

deem immaterial may arise or become material in the future and may have a material adverse effect on

our business, results of operations, financial condition, prospects and/or share price. Prospective investors

should note that the risks relating to the Group, its industry and the Shares summarised in the section of

this document headed ‘‘Summary Information’’ are the risks that the Company believes to be the most

essential to an assessment by a prospective investor of whether to consider an investment in the Shares.

However, as the risks which the Group faces relate to events and depend on circumstances that may or

may not occur in the future, prospective investors should consider not only the information on key risks

summarised in the section of this document headed ‘‘Summary Information’’ but also, among other

things, the risks and uncertainties described below.

You should consult a legal adviser, an independent financial adviser or a tax adviser for legal, financial

or tax advice if you do not understand this Prospectus.

Risks Related to Our Corporate Structure

The majority ownership interest of our Abu Dhabi Operations is held through a nominee arrangement, whichconforms to established market practice in the UAE but does not comply with certain UAE legislation.

The UAE Companies Law provides that ‘‘every company incorporated in the state must have one ormore national partners whose shares in the company’s capital must not be less than 51 per cent. of

the company’s capital’’ (the ‘‘Ownership Requirement’’). In other words, at least 51 per cent. of the

share capital of a UAE-incorporated company must be registered in the name of one or more UAE

nationals or entities wholly owned by UAE nationals. In order to minimise the parts of our business

which will be subject to the UAE Ownership Requirement, the Group has undertaken a corporate

reorganisation which has resulted in our Abu Dhabi operations (the ‘‘Abu Dhabi Operations’’), which

represented approximately 35 per cent. of the Group’s revenues, less than 2 per cent. of its assets and

less than 1 per cent. of profit for the year (as of and for the year ended 31 December 2013) beingsubject to the UAE Ownership Requirement. The Abu Dhabi Operations are controlled by us

through GMS Global Commercial Investments LLC (‘‘GCI LLC’’), which in turn owns 99 per cent.

of Gulf Marine Services Company WLL (‘‘GMS WLL’’) (the remaining 1 per cent. of GMS WLL is

owned by the Nominee (as defined below) to satisfy the UAE Companies Law requirement for UAE

incorporated companies to have at least two shareholders). The Abu Dhabi Operations are operated

through GMS WLL. Both GCI LLC and GMS WLL are UAE incorporated companies, which are

subject to nominee arrangements as described below.

A UK company is considered by the UAE licensing authorities to be a foreign company for the

purposes of satisfying the 51 per cent. Ownership Requirement, regardless of the shareholding of

UAE nationals in such company. Accordingly, like many foreign-owned companies operating in theUAE, we have addressed this issue by implementing nominee arrangements, as a result of which 51

per cent. of the outstanding share capital of GCI LLC is owned indirectly, and held for our benefit,

by 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 as UAE counsel to the Company in

connection with the Offer. First Arabian is an established provider of shareholder-related services in

the UAE. First Arabian is a UAE limited liability company owned equally by two Emiratishareholders (Jasim Mohamed Abdullah and Khalid Rashed Hamrani) who are also partners of Al

Tamimi & Company. However, First Arabian is not otherwise sponsored by, or part of, or related to,

Al Tamimi & Company. The remaining 49 per cent. interest in GCI LLC is owned by the Company

through GMS Jersey Holdco 2 Limited, which is indirectly wholly owned by us.

The nominee arrangements provide us with certain preferred economic entitlements through

entrenched management rights, Nominee Agreements and certain other supporting arrangements as

13

further described in Part VII: ‘‘The Group’s Corporate Structure’’. In particular, in order to protect

our rights and seek to ensure that we will have the full benefit of the Abu Dhabi Operations under

GCI LLC (including our UAE trade licences), the constitutional documents of both GCI LLC and

GMS WLL provide certain protections relating to profit distribution, management, shareholdervoting, distributions on liquidation and restrictions on share transfers.

It is possible that our structure could be unilaterally challenged before a UAE court on the basis of

the UAE Federal Law no. 17 of 2004 in respect of Commercial Concealment (the ‘‘Concealment

Law’’) or other general public policy-related provisions under other UAE legislation, and that a UAE

court could decide that our ownership structure violated public policy, morals or law in the UAE.

The Concealment Law provides that it is not permissible to allow a non-UAE national, whether byusing the name of another individual or through any other method, to practise any economic or

professional activity that is not permissible for him to practise in accordance with the law and decrees

of the UAE, which could prohibit foreign ownership of a UAE company through structures such as

the one used in our ownership structure. The Concealment Law was scheduled to come into effect in

November 2007. However, by way of a cabinet resolution, the UAE Federal Government suspended

the application of the Concealment Law until November 2009 and it was further suspended until

September 2011. The Concealment Law is now in force. Therefore, we, like other foreign-owned

companies in the UAE who employ a corporate structure such as ours, are technically in breach ofcompliance with the requirements of the Concealment Law. However, as at the date hereof, to our

knowledge, the provisions of the law have not been enforced against any UAE company, nor are we

aware of such arrangements having been unilaterally or in any other manner challenged, by the

Government of the UAE or any Emirate thereof.

Nevertheless, the UAE Federal Government has the ability to enforce the Concealment Law at any

time in the future. Were it to do so, there is no certainty as to the approach that the UAE courtswould take in relation to the application of the Concealment Law or other laws or policies to our

structure. There could be a number of adverse implications for us if our nominee arrangement and

ownership structure were to be successfully challenged or an enforcement action initiated, including

the nominee arrangements being deemed void, which would result in the loss of our option to acquire

the shares of the Nominee in the share capital of GCI LLC and/or GMS WLL, the loss of our right

to be appointed as a proxy for the Nominee during shareholder meetings of GCI LLC and/or GMS

WLL, the loss of our ability to prevent the Nominee from selling or transferring its shares in the

share capital of GCI LLC and/or GMS WLL, the loss of our ability to prevent the Nominee fromselling or transferring its 51 per cent. shareholding in GCI LLC and/or its 1 per cent. shareholding in

GMS WLL, the suspension of our UAE operating licences or the liquidation of GCI LLC and/or

GMS WLL (either of which would require us to close or suspend our Abu Dhabi Operations), our

having to terminate our nominee arrangement and adopt an alternative operating structure that could

be disadvantageous to our Abu Dhabi Operations, or the imposition of material fines. The imposition

of one or more of such penalties could have a material adverse effect on our business, financial

condition and results of operations. In addition, should a challenge occur, the fact that our nominee

arrangement or ownership structure is being challenged is likely to be made public, which could havean adverse effect on the trading price of the Shares. A successful enforcement action could also result

in a loss of revenues from our Abu Dhabi Operations, which represented approximately 35 per cent.

of the Group’s revenues, less than 2 per cent. of its assets and less than 1 per cent. of profit for the

year (as of and for the year ending 31 December 2013).

In the event that the Concealment Law were to be enforced and if we were to therefore lose our

contracts with key UAE customers (including ADNOC) (for further detail, please see ‘‘– Risks

Relating to our Business – We are dependent upon our relationships with a small number of clients’’),our revenues would fall as described above. While we believe that we would be able to reinstate those

contracts with our customers through the use of other structures (for example, through the provision

of SESVs through a UAE branch of another Group Company), if we were unable to do so, our

revenue, operating profit and EBITDA would be adversely affected. While we would expect to remain

profitable and able to service our long-term debt obligations, we could be required to curtail or

postpone our new-build programme until such time as replacement contracts were successfully

negotiated with our UAE customers (including ADNOC) and/or the vessels were rechartered to other

clients.

If we were required or elect to replace the Nominee, or First Arabian, as the 99 per cent. owner of

the Nominee, ceased to be held 100 per cent. by UAE nationals, we would have to find another

entity or individual(s) to which we could transfer the interests the Nominee holds in GCI LLC and

14

GMS WLL in accordance with the foreign share ownership restrictions described above. There can be

no assurance that we would be able to find a viable alternative, which could result in a material

adverse effect on our business, financial condition, results of operations and trading price of the

Shares. This could also have a material adverse effect on our ability to continue to hold our indirectinterest in and/or maintain control over the Abu Dhabi Operations.

We consider the probability of a successful challenge to the nominee arrangement and ownership

structure to be highly unlikely. Our view is that it would be difficult to identify people or entities

who would have sufficient motivation or legal standing to make such a challenge. It is also our belief,

based on legal advice received from our local UAE counsel, that the Concealment Law, if applied,

will very likely only apply to those activities which are exclusively reserved for entities that are 100per cent. owned by UAE nationals (such as certain real estate and labour recruitment activities)

where foreign participation is not ‘‘permissible’’. We also believe that it is extremely unlikely that a

broad application of the Concealment Law would take place, given that doing so would be likely to

have a severe adverse effect on foreign investment in the UAE. We are also not aware of any

examples of the Concealment Law being enforced since its enactment. However, should any of the

risks outlined above crystallise, they could have a material adverse effect on our business, financial

condition and results of operations.

Risks Relating to Our Business

Our future business performance depends on our ability to secure new contracts for our SESVs and on theexercise by our clients of their extension options on existing contracts.

In the SESV industry, companies such as ours participate in tender processes to win new contracts.

We participate in a number of new contract tenders each year. Our ability to win tenders for new

contracts, as well as contract renewals where we are the incumbent SESV provider, is affected by a

number of factors beyond our control, such as market conditions, vessel specifications, competition

and governmental approvals required by our clients. If we are not selected or if the contracts weenter into are delayed, our work flow may be interrupted and our business, financial condition or

results of operations may be materially adversely affected.

Our contracts normally include two types of terms: (i) a firm period and (ii) one or more extension

options that are exercisable, typically between 60 and 180 days prior to the expiry of the contract, at

the discretion of our clients. Although, since 2007, 89 per cent. of our contract extension options

have been exercised, the exercise of extension options remains at the sole discretion of our clients. If

a client fails to renew its contract, we must secure a new contract for that SESV. While we marketour vessels’ availability prior to the expiry of their contracts, there can be no assurance that we will

be able to secure new arrangements before the original contract lapses. Rechartering our vessels

involves our having to participate in a new tender process, the length and complexity of which could

lead to an SESV being off-hire and/or our having to enter into a new contract at a lower day rate.

Our ability to renew existing contracts or sign new contracts, and the day rates we are able to secure,

will largely depend on prevailing market conditions. If we are unable to sign new contracts that start

immediately after the end of our current contracts, or if new contracts are entered into at day ratesthat are materially below the day rates applicable to the contract being replaced or on terms that are

less favourable to us, our business, financial condition or results of operations could be materially

adversely affected.

We are dependent upon our relationships with a small number of clients.

Due to the size of our fleet and the long-term profile of our contracts, our business is subject to the

risks associated with our having a limited number of clients for our services at any point in time. In

2011, 2012 and 2013, our top five clients were responsible for 87 per cent., 76 per cent. and 71 per

cent. of our revenue, respectively. In addition, as at 31 December 2013, our top five customers

accounted for 47 per cent. of our backlog for firm period contracts and 45 per cent. of our client

extension options. Furthermore, the substantial majority of our revenues have been attributable to a

limited number of NOCs in the MENA region, most particularly from our provision of SESVs

directly to, or to companies controlled indirectly by, or through production sharing agreements with,ADNOC, Qatar Petroleum and Saudi ARAMCO. For the year ended 31 December 2013, our largest

client, ADNOC, accounted, directly or indirectly, for 29 per cent. of our revenue. Although we are

pre-qualified to act as a service provider to these entities, which we believe provides us with a

competitive advantage when tendering for their new offshore marine services contracts, our business,

financial condition or results of operations could be adversely affected if any of these entities were to

15

suspend or withdraw their approval for us to operate in their fields. The final approval of a contract

awarded to us by an NOC may also be subject to delay because of political or other events beyond

our control. This could result in our having to keep a vessel off-hire while we wait for a final

decision to be made. In addition, while the standard payment term under our charter contracts isbetween 30 and 45 days, a significant delay in payment by a large client could have an adverse

impact on our cash flows. We have, in the past, experienced considerably longer delays in payment,

though these have generally been the result of payment processing issues experienced by the relevant

payor and in these instances did not have a material adverse effect on our cash flows. If we were to

lose one of our key client relationships for any reason, our reputation, business, financial condition

and results of operations would be materially adversely affected.

Demand for our SESVs in the oil and gas and renewable energy sectors is primarily linked to the level ofoperating and maintenance expenditure in the oil and gas sector and level of construction and maintenanceactivities in the renewable energy sector.

In the oil and gas markets in which we operate, we depend on our clients’ willingness and ability to

fund their operating and maintenance expenditures, including inspecting, maintaining, repairing anddecommissioning offshore production platforms and processing and storage facilities and providing

additional offshore accommodation to support a workforce that cannot be accommodated on an

installation’s own facilities. While operating and maintenance expenditure tends to be less cyclical

than capital expenditure in the oil and gas sector, it is nonetheless impacted by macroeconomic

factors.

These factors include: (i) the demand for and consumption of energy, which is affected by worldwidepopulation growth, general economic, political and business conditions and technological advances;

(ii) the level of worldwide oil exploration and production activity and advances in related technology;

(iii) the policies of various governments regarding exploration and development of their oil and gas

reserves; (iv) the cost of exploring for, producing and delivering oil and gas; (v) the availability of

pipeline, storage and refining capacity; and (vi) other factors that could decrease the demand for oil

and gas, including taxes on oil and gas, pricing activities undertaken by the Organisation of

Petroleum Exporting Countries (‘‘OPEC’’) and alternative fuels. Following the global financial crisis,

the oilfield services industry, including the SESV market, experienced a downturn during 2010 and2011 as a result of the cancellation or delay of a number of capex projects that were not

subsequently renewed, which had an adverse effect on our results during those periods.

In addition, in Northwest Europe, we depend on our clients’ willingness to undertake capital

expenditure and construction projects in the offshore renewable energy sector. This willingness is, in

turn, dependent in part on the level of government subsidies and support available to our clients andend-users in this sector. In common with the oil and gas sector, the global financial crisis also had a

negative impact on approvals for a number of offshore renewables projects in the region. More

recently, plans for the North Sea £4 billion Atlantic Array wind farm project were cancelled due to

technological challenges and public opposition. There can be no assurance that current levels of

planned offshore renewable construction will be realised, which could have an adverse impact on

demand for our SESVs in Northwest Europe.

Sustained lower expenditure and investment by the oil and gas and renewable energy industries may

result in lower levels of maintenance being performed on existing platforms and facilities and lower

levels of construction and capital expenditure in respect of new installations. In the oil and gas sector,

this risk could be exacerbated by a decline in global and/or regional oil and gas prices, which could

result in downward pressure on the day rates we charge to hire our SESVs and/or increased

competition from other SESV and alternative offshore support vessel suppliers. The resulting

reduction in demand for our SESVs could materially reduce our utilisation and day rates and,

consequently, materially adversely affect our business, financial condition and results of operations.

We operate a fleet of SESVs which, if not fully operational, could adversely affect our revenues.

We operate a fleet of nine SESVs. If one of our SESVs were to be damaged, our utilisation rate

would decline, which could adversely affect our revenues. Additionally, unplanned maintenancerequiring any of our vessels to be off-hire for an extended period of time would lead to a reduction

in utilisation rates and revenue. While our insurance policies cover the expenses associated with vessel

maintenance, we do not maintain business interruption insurance to offset lost revenue. In particular,

our two Large vessels accounted for 42.2 per cent. of our revenues for the year ended 31 December

2013, and any circumstances which resulted in one of these vessels being off-hire for a prolonged

16

period of time would have a material adverse impact on our business, financial condition and results

of operations.

Our backlog may not ultimately be realised.

As at 31 December 2013, we had a backlog of U.S.$434 million, of which U.S.$228 million was in

respect of firm period contracts. The remainder related to extension options which can be exercised at

our clients’ discretion. Our backlog reflects the estimated future revenue attributable to the remaining

term of firm period contracts and client extension options across our fleet.

The amount of our backlog does not necessarily indicate future earnings, and our backlog may be

adjusted up or down depending on any award of new contracts, early cancellation of existing

contracts (in which case we may not be entitled to compensation), failure by clients to exercise

extension options or the unavailability of a vessel at the time of commencement of a future contract

due to repairs, maintenance or inspections. We also may not be able to perform our obligationsunder contracts in our backlog, and our clients may seek to terminate or renegotiate our contracts to

obtain lower day rates. The occurrence of any of these events could have an adverse effect on our

backlog. See ‘‘ – Some of our SESV contracts may be terminated early by our clients’’.

Prospective investors should exercise caution in comparing backlog as reported by us to backlog of

other companies, as it is a measure that is not required by, or presented in accordance with,

International Financial Reporting Standards, as adopted by the EU (‘‘IFRS’’). Other companies may

calculate backlog differently than we do because backlog and similar measures are used by different

companies for differing purposes and based on differing assumptions and are often calculated in ways

that reflect the circumstances of those companies.

Delays or cost overruns in the construction of new SESVs could adversely affect our business, financialcondition or results of operations.

The construction of a new SESV requires significant lead time, typically taking 18 to 24 months to

complete. As part of our new-build programme, we currently have one Large SESV under

construction which is due for delivery in October 2014. We have also signed a finance lease in respect

of a bareboat charter for a further Small SESV which is currently being constructed by Navtech and

is due for delivery to us in May 2015. In addition, we have also commenced the construction processfor two of our three new S-class SESVs (‘‘Mid-Size’’ SESVs or vessels), and price options for certain

key components of the third Mid-Size SESV are currently being negotiated. The first of the Mid-Size

vessels is due for delivery in June 2015 and our fourth Large vessel is due for delivery in September

2016.

We outsource the construction of our hulls and steel structures to a Chinese company and procure

other critical components from suppliers around the world. These projects require significant

management expertise and resources, given the specifications required by clients in the industry, and

are subject to execution risks inherent in any large construction project. These risks include:

* unexpected delays in delivery times for, shortages of or failure to deliver key equipment, parts

and materials;

* unforeseen increases in the cost of equipment, labour and raw materials;

* unforeseen design and engineering problems, including those relating to the commissioning of

newly designed equipment, including, in particular, with regard to our new Mid-Size vessels;

* defective construction and the resultant need for remedial work;

* contractual disputes or other difficulties with suppliers or subcontractors;

* adverse regulatory changes affecting third party service providers;

* labour disputes; and

* adverse weather conditions.

We generally commence the construction of a new SESV before we bid for charter contracts for that

SESV. However, we typically sign a contract in respect of a new SESV prior to its construction beingfully completed. No assurance can be given that future SESVs will be completed on time or within

budget, that construction of our new SESVs will be completed successfully or that we will be able to

secure contracts for any new SESV that is constructed. Any delay in completing an SESV

construction project may delay our ability to tender for contracts for that SESV or, where we have a

client contract in place, may delay our ability to service the contract. The occurrence of any of these

17

factors could have an impact on our profitability. Both of these factors could have a material adverse

effect on our reputation and on our business, financial condition or results of operations.

We are exposed to legal and regulatory risks in the jurisdictions in which we operate.

We are exposed to the risk of changes in laws affecting foreign ownership, taxation, employment,

working conditions, exchange controls and customs duties, as well as the exercise of government

control over domestic oil and gas production and offshore wind farm development programmes.

Furthermore, the operation of our business requires authorisations from various national and local

government agencies, including, in particular, trade licences for our operations in the UAE, Qatar

and the Kingdom of Saudi Arabia (‘‘KSA’’). Obtaining these authorisations can be a complex, time-

consuming process, and we cannot guarantee that we will be able to obtain or renew the

authorisations required to operate our business in a timely manner or at all. This could result in the

suspension or termination of our operations or the imposition of material fines, penalties or other

liabilities. Changes in laws or our failure to obtain or renew required authorisations could have amaterial adverse effect on our business, financial condition or results of operations.

We are exposed to risks related to the international expansion of our business.

Our growth and development strategy in the medium term may include our expansion into the

offshore oil and gas markets in Southeast Asia and West Africa. This would result in our entry into

countries in which we do not have previous experience, thereby exposing us to new and unfamiliarregulatory regimes and labour markets, increased security and health risks and competition with

companies that may have an established market presence, government support and other competitive

advantages. Our expansion will also require the increased focus of our management team and the

deployment of a more complex internal control and financial reporting system. In addition, to meet

anticipated demand in our target markets, we may strategically acquire additional SESVs from third

parties. These acquisitions could expose us to, among other things, a heightened risk of defects in the

vessels as we would not have overseen their construction, or an inability to realise the anticipated

return on our investment in the vessels due to a lack of demand or insufficient day rates. We willalso need to enter into joint venture agreements with local partners in each new country in order to

market our services and charter our vessels. If we are unable to identify a suitable local partner or if

our local partners fail to perform as expected, our expansion efforts may not be successful. If we are

not able to effectively implement any of the aspects of our expansion strategy, our business, financial

condition and results of operations could be materially adversely affected.

Our operations are subject to extensive health, safety and environmental regulations.

Our operations are subject to international conventions on, and a variety of complex federal and

local laws, regulations and guidelines relating to, health, safety and the protection of the environment.

Compliance with these health, safety and environmental conventions, laws and regulations has become

increasingly expensive, complex and stringent, particularly in Northwest Europe. Although we have

invested significant financial and management resources to ensure our continued compliance and

expect to make further investments in the future, the conventions, laws and regulations that apply toour business are often revised. It is impossible for us to predict the cost or impact of such revisions

on our ability to operate cost effectively in our present or future markets. Furthermore, our failure to

comply with health, safety and environmental conventions, laws and regulations could adversely affect

our reputation and our ability to win new contracts. In the offshore marine services industry, there is

a particular focus on health and safety, and clients evaluate the health and safety track record of a

service provider in significant detail when deciding whether to engage an SESV operator. In addition,

our clients require us to meet certain quality and safety targets, and may impose service levels in our

contracts that require us to maintain health, safety and environmental standards and certifications inaddition to those required by applicable laws. Our failure to obtain and/or maintain these

certifications or meet these standards may result in our failure to win a new contract, the early

termination of an existing contract or the failure to be considered for future contracts, any of which

could have a material adverse effect on our business, financial condition and results of operations.

We face competition from other service providers.

The SESV market in the MENA region is highly fragmented, with numerous single vessel operators,

three multiple vessel operators and one in-house fleet operated by an NOC active in the sector. The

SESV market in Northwest Europe is similarly fragmented, and we compete with companies that are

active in the offshore renewables market, as well as with oilfield services companies that, like

18

ourselves, are also able to service the offshore renewable energy sector with multi-purpose SESVs. In

addition to competition from other SESVs, we also face competition from operators of floating

barges and jack-up drilling rigs. Our competitors may increase the supply of SESVs in the markets in

which we operate through new construction or, to a more limited extent, in the accommodationmarket by converting available drilling rigs to non-propelled accommodation SESVs. While incurring

significant mobilisation and conversion costs to do so, our competitors may also bring vessels from

the Gulf of Mexico into our key markets. This could lead to downward price pressure on the day

rates we are able to charge for our SESVs and/or a reduction in our utilisation rate, which would

have a material adverse effect on our business, financial condition or results of operations.

We may also compete with companies that have greater financial, technical and other resources than

we do, including, in particular, NOCs that operate their own in-house fleets. In order to continue to

compete effectively, we will need to devote significant resources to the continued development of our

products and services, including new vessels, such as the Mid-Size SESV. However, the design of ourvessels, including our flagship Large vessels and new Mid-Size vessels, is not proprietary to us. We

license the designs from Gusto MSC on a non-exclusive basis. While we make further amendments to

those designs to customise our vessels to meet the needs of our clients, there can be no assurance that

our competitors will not use the same basic designs to produce vessels that will compete with our

fleet.

The development of more aggressive competition in our markets, both in terms of service offerings

and pricing for those services, could have a material adverse effect on our business, financial

condition or results of operations.

Our ability to recruit, retain and develop qualified personnel is critical to our success and growth.

We depend on the continued services of our senior personnel, including our directors and senior

management. Our directors and senior management possess marketing, engineering, project

management, and financial and administrative skills that are important to the operation of our

business. The loss or an extended interruption in the services of our senior management or our

directors, or the inability to attract or develop a new generation of senior management, could havean adverse effect on our business, financial condition or results of operations. We do not maintain

key man insurance.

In addition, each SESV requires an operating team of up to 30 workers, some of which are skilled

jobs that require a wide-ranging set of expertise in both maritime and jacking operations, and include

roles such as Master, Chief Officer, Chief Engineer and Chief Electrician. Hiring and retaining these

workers takes significant time and expertise, along with a sound understanding of regional labour

dynamics. In addition, many of our NOC clients have specific minimum levels of experience and

technical qualification that they require for members of our crew.

Demand for engineers, deck officers and other technical and management personnel worldwide is

currently high and supply is limited. This shortage is exacerbated by the ageing of our skilled

workforce and the lack of suitably qualified younger applicants. While not currently an issue for us,this shortage could also be exacerbated if we are required by our clients and/or by domestic

legislation to employ a quota of our personnel from the national workforce, which may not be fully

trained. For these reasons, the market for qualified crewing personnel is particularly competitive and

we may not succeed in recruiting additional personnel, or may fail to effectively replace current

personnel who depart with qualified or effective successors. In addition, we may be unable to retain

crew during prolonged periods when our SESVs are off-hire, and may be unable to re-hire the same

crew members before the start of an SESV going on-hire on a new contract. Our efforts to retain and

develop personnel or to replace departing personnel may result in significant additional expenses,which could adversely affect our business, financial condition or results of operations.

Some of our SESV contracts may be terminated early by our clients.

Our SESV contracts, in common with the industry standard, typically provide for early termination

by our clients if we default on or fail to perform our obligations in accordance with the terms of thecontract (‘‘for cause’’) or following a specified notice period (‘‘for convenience’’). As a general matter,

our default or failure to perform is limited to a major vessel failure that persists for a minimum of

seven to 21 days, depending on the contract, without provision of a substitute vessel during that time.

If our contracts were terminated for cause, we would not have the right to compensation after the

time of default or non-performance.

19

Some of our vessel contracts provide for termination for convenience, with notice periods typically

ranging from 60 to 180 days. Although we have only had one instance of termination for convenience

since 2007, our contracts generally do not give us the right to receive compensation, other than

payment in lieu of the notice period and any demobilisation payment that may be included in thecontract.

If our clients terminate for cause or for convenience, or seek to renegotiate the terms of their

contracts and we are unable to secure new contracts or agree similar terms, and/or if there is a

substantial period of time between the cancellation of one contract and the award of a new contract,

our business, financial condition and results of operations could be materially adversely affected.

We primarily rely on access to our construction and maintenance facility in Musaffah, Abu Dhabi for theconstruction and modification of our SESVs.

We construct, repair and refurbish our SESVs at our construction and maintenance facility in

Musaffah, Abu Dhabi. We believe that this facility provides us with a competitive advantage for our

business, particularly with respect to our new-build programme, as it allows us to construct and

maintain our SESVs more efficiently and at a lower cost than other companies in our industry and tomodify our fleet to suit our clients’ needs at shorter notice than when using third party yards.

However, the only access route to the Arabian Sea through which our newly constructed or

refurbished vessels may travel is the main channel in Abu Dhabi that is adjacent to our Musaffah

facility. If our access to the channel were to be restricted, we could experience a delay in deploying a

newly constructed or refurbished vessel or in bringing a vessel to be refurbished into our facility. If

we are unable to access our facility for any reason, it could take a significant amount of time and

resources to make alternative arrangements, and our business, financial condition and results of

operations could be materially adversely affected.

We are exposed to currency and foreign exchange risk.

The international scope of our business exposes us to currency and foreign exchange risk. While the

Historical Financial Information is presented in U.S. dollars and the majority of our charter revenues

are denominated in U.S. dollars, the contract currently in place for one of our Large vessels is

denominated in pounds sterling. In addition, some of our expenses, such as salaries, are denominatedin U.S. dollars and UAE dirhams, while others, including vessel components, are denominated in

Euro and other currencies. In the year ended 31 December 2013, the majority of transactions in non-

U.S. dollar currencies were short-term in nature and relatively low risk. Consequently, management

does not typically hedge against foreign currency risk other than in relation to significant foreign

currency capital expenditure programmes. In addition, while hedging may reduce currency risk, it is

not possible to fully or perfectly hedge against currency fluctuations.

While the Shares will be priced in pounds sterling, we intend to convert the net proceeds of the Offer

and the Directed Offering into U.S. dollars. As a result, the total net proceeds (after conversion)

received by the Company may differ from the amount anticipated in this Prospectus.

Although the U.S. dollar/AED exchange rate is currently pegged, it may not continue to be pegged in

the future. Any removal or adjustment of the fixed rate could cause our operations and reported

results of operations and financial condition to fluctuate due to currency translation effects. Ourfailure to effectively manage our exposure to currency and foreign exchange risk could have a

material adverse effect on our business, financial condition and results of operations.

Our operating and maintenance costs will not necessarily fluctuate in proportion to changes in operatingrevenues.

Our revenues may fluctuate as a function of changes in the supply of SESVs and demand foroffshore services linked to the oil and gas and offshore renewable energy industries. However, our

operating costs are generally related to the number of our SESVs in operation and their location. We

may also be subject to certain operating costs related to SESVs even when they are off-hire. For

example, we typically continue to employ the crew of our SESVs when they are off-hire so that they

can be mobilised quickly and at a lower cost when the SESV is rechartered. In addition, even in

circumstances where an SESV faces long idle periods, reductions in costs may not be immediate, as

maintenance on the SESV may still be required.

Our business involves numerous operating hazards.

Our SESV operations are subject to perils inherent in marine operations, including accidents,

environmental mishaps, mechanical failures, capsizing, grounding, collision, sinking and loss or

20

damage from severe weather. In addition, damage to our SESVs caused by high winds, turbulent seas

or unstable sea bottom conditions could potentially force us to suspend operations for significant

periods of time until the damage can be repaired.

As our SESVs are connected to the assets of our clients, a machinery breakdown, abnormal operating

condition or other hazard on our SESV or our clients’ assets could result in severe damage to or

destruction of our and/or our clients’ property and equipment, injury or death to our clients’ and/or

our personnel, as well as environmental damage or pollution. While our contracts generally contain

‘‘knock-for-knock’’ provisions, whereby we are not held liable for any damage to our clients’ assets or

personnel, we remain responsible for the condition of our own assets and personnel. Accidents

involving our SESVs could also result in reputational damage or the termination of a contract by our

client.

In addition, oil facilities, shipyards, vessels, pipelines and oil and natural gas fields could be the target

of future terrorist attacks, and our SESVs and/or our clients’ installations could be the targets of

pirates or hijackers. Any such attacks could lead to, among other things, bodily injury or loss of life,

vessel or other property damage and increased operational costs, including insurance costs, any of

which could have a material adverse impact on our business, financial condition and results of

operations.

Our insurance may not be adequate to cover our losses.

Pursuant to the terms of our charter contracts, we are required to maintain certain levels of insurancefor our vessels and crew. Our insurance is intended to cover many, but not all of, the risks to which

we are exposed in the operation of our business. We maintain insurance for property damage,

occupational injury and illness and certain third party liability, including pollution liability, but we do

not maintain business interruption insurance to offset lost revenue. The insurance policies that we

maintain may not be sufficient or effective to adequately insure us under all circumstances or against

all hazards to which we may be subject. In addition, there can be no assurance that any contractual

or non-contractual limits on liability will be enforceable or will adequately or effectively cover our

liability exposure. In the future, we may not be able to obtain insurance policies covering certainrisks, or may only be able to do so by paying premiums that are not commercially sustainable. If our

insurance cover is not sufficient to satisfy claims that may arise, our business, financial condition and

results of operations may be materially adversely affected.

We could be adversely affected by violations of anti-corruption laws.

We currently operate, and historically have operated, our SESVs in a number of countries throughout

the MENA region. We are committed to doing business in accordance with all applicable laws and

our own code of ethics. We are subject, however, to the risk that we, our affiliated entities or our or

their respective officers, directors, employees and agents may take actions determined to be inviolation of anti-corruption laws. In addition, as a result of the Offer, we will be subject for the first

time to the UK Bribery Act. Any violations of applicable anti-corruption laws could result in

substantial civil and criminal penalties, and could have a damaging effect on our reputation and

business relationships.

Changes in tax laws or their application could have a material adverse effect on our business, financialcondition and results of operations.

The Company is incorporated and currently resident for tax purposes in the UK. Accordingly, it is

subject to UK corporation tax on its taxable profits and chargeable gains on its operations in theUK. However, we intend that the business of the Company will be limited to acting as a holding

company and on this basis do not anticipate (on the basis of current law) that the Company will be

subject to a material level of taxation in the UK.

Tax regimes can be subject to differing interpretations and are often subject to legislative change and

changes in administrative interpretation. Our interpretation of relevant UK tax law may not coincide

with that of HMRC. Changes in UK taxation rates, law or administrative interpretation, or

misinterpretation of the law, or any failure to manage tax risks adequately could result in increased

UK tax charges, including penalties. Prospective investors who are resident in the UK for taxpurposes are referred to in Part XVI: ‘‘Taxation’’ for further description of certain aspects of UK tax

law which may be relevant to such investors.

We conduct our operations through various subsidiaries in countries throughout the world. Tax laws,

regulations and treaties can be complex and are subject to interpretation. Consequently, we are

21

subject to changing tax laws, regulations and treaties in and between the countries in which we

operate. Our income tax expense is based upon the tax laws in effect in various countries at the time

that the expense was incurred. A change in these tax laws, regulations or treaties or in the

interpretation thereof, or in the valuation of our deferred tax assets, which is beyond our control,could result in a materially higher tax expense or a higher effective tax rate on our worldwide

earnings. Additionally, our expansion into new jurisdictions could adversely affect our tax profile and

significantly increase our future cash tax payments. In particular, on 5 December 2013, the UK

Government announced that it intended to introduce new rules in the UK which would limit the

amount of tax deductions available for intra-group leasing payments in respect of bareboat charters

for large offshore oil and gas assets operating in connection with the exploration or exploitation of

the seabed and subsoil of the UK continental shelf and territorial sea. The government is currently

consulting on the details of this measure, which is expected to be included in Finance Bill 2014.Depending on the details of this and the Group’s future activities, these rules may affect the Group’s

future incidence of UK taxation.

Our interests in certain Group companies are subject to arrangements with local partners and the loss of theirsupport could have a material adverse effect on our business.

In several countries in which we operate in the MENA region, foreign entities and persons are

prohibited by legislation in these member states, or have historically been prohibited, from whollyowning locally incorporated business entities. We have a joint venture arrangement in the KSA, in

which we own a 60 per cent. interest. In the UAE and the KSA, we have a series of contractual and/

or otherwise legally binding agreements with our respective local partners, who we believe are an

integral part of the successful operation of our business in these markets. In addition, under the

terms of the KSA arrangements, we are prohibited from offering certain services to clients which

might compete with other businesses owned by our partners. We anticipate needing to enter into

similar arrangements with local partners as part of our planned expansion into Southeast Asia and

West Africa. If we lose the support of these local partners and/or are unable to find new localpartners to work with, our business, financial condition and results of operations could be adversely

affected.

In preparation for the Offer, we have implemented a number of policies, processes, systems and controls whichhave a limited operating history.

To date, we have been operated as a private company with policies, processes, systems and controls

appropriate for a company of our size and nature. In preparation for the Offer, we have implemented

a number of policies, processes, systems and controls in order to comply with the requirements for apublicly listed company on the Premium Segment of the London Stock Exchange. While we believe

we are in full compliance with these requirements, we do not have a long track record on which we

can assess the performance of these policies, processes, systems and controls or the analysis of their

outputs. Any material inadequacies, weaknesses or failures in our policies, processes, systems and

controls could have a material adverse effect on our results of operations, financial condition or

prospects.

We are subject to the economic and political conditions of operating in the MENA region.

Our operations in the UAE, Qatar and the KSA accounted for 57.8 per cent. of our revenues in

2013, with 42.2 per cent. attributable to the UK. Although the political and economic environment of

these countries has been stable in recent years, the MENA region more generally has been subject to,

and may continue to be subject to, changing political and economic conditions that could adversely

affect our business. These conditions include:

* political instability, riots or other forms of civil disturbance or violence;

* war, terrorism, invasion, rebellion or revolution;

* government interventions, including expropriation or nationalisation of assets, increasedprotectionism and the introduction of tariffs or subsidies;

* changing fiscal and regulatory regimes;

* arbitrary or inconsistent government action;

* inflation in local economies;

* cancellation, nullification or unenforceability of contractual rights; and

* underdeveloped industrial and economic infrastructure.

22

In particular, political instability has characterised a number of countries in the MENA region, such

as Bahrain, Egypt, Jordan, Libya, Oman, Syria, Tunisia and Yemen. In addition, tensions between

western nations and Iran continue, with western nations having implemented severe economic

sanctions against Iran. Unrest in these countries may also have implications for the wider regionaland global economy and may negatively affect market sentiment towards other countries in the

region, including the countries in which we operate, and towards securities issued by companies in the

region, including those in the UAE. Any unexpected changes in the political, social, economic or

other conditions in such countries, or in neighbouring countries, could also have a material adverse

effect on the UAE and therefore on our business, financial condition and results of operations.

Additionally, changes in investment policies or shifts in the prevailing political climate in any of the

countries in which we operate, or seek to operate, could result in the introduction of changes to

Government regulations with respect to:

* price controls;

* export and import controls;

* income and other taxes;

* foreign ownership restrictions;

* foreign exchange and currency controls; and

* labour and welfare benefit policies.

Changes in these policies or regulations could lead to increased operating or compliance expenses and

any such changes could have a material adverse effect on our business, financial condition and results

of operations.

Our debt obligations could limit our flexibility in managing our business and expose us to other risks relating toour debt obligations.

In February 2014, we entered into an amended and restated credit facility (the ‘‘New Bank Facility’’).On Admission, our total committed facilities will be U.S.$410,000,000, consisting of U.S.$260,000,000

of drawn term facilities, U.S.$110,000,000 of committed (and currently undrawn) capex facilities,

uncommitted capex facilities of U.S.$70,000,000 and a separate undrawn U.S.$40,000,000 working

capital facility. Among other things, the terms of the New Bank Facility limit permitted additional

secured indebtedness to U.S.$60,000,000; impose a negative pledge over our assets; and limit the sale,

transfer or disposal of assets beyond a limited amount, in each case without the consent of our

lenders. The extent of our leverage may have important consequences for investors. For example, it

could:

* require us to dedicate a substantial portion of our cash flow from operations to requiredpayments on indebtedness, thereby reducing the availability of cash flow for working capital,

capital expenditures and other general corporate activities;

* under covenants relating to our debt, limit our flexibility or restrict our ability to obtain

additional financing for working capital, capital expenditures and other general corporate

activities;

* under covenants relating to our debt, limit our flexibility in planning for, or reacting to, changes

in our business and the industry in which we operate;

* make us more vulnerable than our competitors to the impact of economic downturns and

adverse developments in our business; and

* place us at a competitive disadvantage against less leveraged competitors.

Our ability to make scheduled payments on, or to refinance, our obligation with respect to our

indebtedness will depend on our financial and operating performance, which in turn will be affected

by general economic conditions and by financial, competitive, regulatory and other factors beyond

our control. If we are unable to generate sufficient cash flow to satisfy our debt obligations, we may

have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling

assets, reducing or delaying capital investments or seeking to raise additional capital. We cannotassure you that any refinancing would be possible, that any assets could be sold or, if sold, of the

timing of the sales and the amount of proceeds that may be realised from those sales, or that

additional financing could be obtained on acceptable terms, if at all. Our inability to satisfy our debt

obligations, or to refinance our indebtedness on commercially reasonable terms, could, in the long

term, materially and adversely affect our financial condition and results of operations.

23

Risks Relating to the Offer and to the Shares

After the Offer, certain shareholders will continue to be able to exercise significant influence over us, ourmanagement and our operations.

As at the date of this Prospectus, the Principal Shareholders, being GICI, Ocean, Horizon Energy

LLC and Al Ain Capital LLC, together hold 100 per cent. of our issued share capital. Immediately

following the Offer, and assuming the Over-allotment Option is not exercised, the PrincipalShareholders will hold 51.26 per cent., 0.65 per cent., 6.50 per cent. and 6.50 per cent. of our share

capital, respectively. Although the Principal Shareholders have entered into the Relationship

Agreement with the Company to govern their relationship with the Company after Admission, Gulf

Capital, through the Gulf Capital Shareholders (namely GICI and Ocean), to the extent that they

retain a majority interest in the Company, will be able to exercise significant influence over our

management and operations and over our shareholders’ meetings. There can be no assurance that the

interests of the Principal Shareholders will coincide with the interests of purchasers of the Shares or

that the Principal Shareholders will act in a manner that is in the best interests of the Company.

Substantial sales of Shares by significant shareholders could depress the price of our Shares.

Subsequent sales by the Principal Shareholders (or any other substantial shareholders) or by the

Company of a substantial number of Shares may significantly reduce our share price. Each of the

Company and the Principal Shareholders have agreed in the Underwriting Agreement to certainrestrictions on their ability to sell, transfer and otherwise deal in their Shares for a period of 180 days

from the Closing Date, unless otherwise consented to by the Joint Global Co-ordinators.

Nevertheless, we are unable to predict whether substantial amounts of Shares (in addition to those

which will be available in the Offer) will be sold in the open market following the termination of the

lock-up arrangements or their waiver by the Joint Global Co-ordinators. Any sales of substantial

amounts of Shares in the public market, or the perception that such sales might occur, could

materially and adversely affect the market price of the Shares. Further sales of Shares by the

Company could also dilute the holdings of shareholders.

The Offer may not result in an active or liquid market for the Shares.

Prior to the Offer, there has been no public trading market for the Shares. The Offer Price has been

determined by the Company in consultation with the Joint Bookrunners, and may not be indicative

of the market price for the Shares following Admission. We cannot guarantee that an active tradingmarket will develop or be sustained following the completion of the Offer, nor that the market price

of the Shares will not decline thereafter below the Offer Price.

We may not pay cash dividends on our Shares. Consequently, you may not receive any return on investmentunless you sell your Shares for a price greater than that which you paid for them.

While our Directors have adopted a dividend policy aimed at maintaining an appropriate level of

dividend cover, there can be no assurance that we will pay dividends in the future. Any decision to

declare and pay dividends in the future will be made at the discretion of our Board of Directors and

will depend on, among other things, applicable law, regulations, restrictions, our results of operations,

financial condition, cash requirements, contractual restrictions, future projects and plans and other

factors that our Board of Directors may deem relevant. In addition, the Company’s ability to pay

dividends depends significantly on the extent to which it receives dividends from its subsidiaries and

there can be no assurance that its subsidiaries will pay dividends. We can give no assurance that wewill pay any dividends in the future. As a result, you may not receive any return on an investment in

our Shares unless you sell our Shares for a price greater than that which you paid for it.

The market price of the Shares may be affected by fluctuations in exchange rates.

We report our results of operations and financial condition in U.S. dollars. Following Admission, ourShare price will be quoted on the London Stock Exchange in pounds sterling. As a consequence,

shareholders may experience fluctuation in the market price of the Shares as a result of, among other

factors, movements in the exchange rate between pounds sterling and U.S. dollars. In particular,

dividends declared, if any, will be declared in U.S. dollars but paid in pounds sterling.

It may be difficult for Shareholders to enforce judgments against our assets held in the UAE or against ourDirectors and Senior Management.

The Company is a holding company organised as a public limited company incorporated in England

and Wales with business operations conducted through various subsidiaries in a number of countries,

24

including the UAE, the KSA, Qatar and Panama. Certain of its directors and officers reside outside

the United States and the United Kingdom. In addition, substantially all of the Company’s

consolidated assets and the majority of the assets of its Directors and officers are located outside the

United States and the United Kingdom. As a result, it may not be possible for investors to effectservice of process within the United States or the United Kingdom upon the Company or its

Directors and officers or to enforce in the U.S. courts or outside the United States judgments

obtained against them in U.S. courts or in courts outside the United States, including judgments

predicated upon the civil liability provisions of the U.S. federal securities laws or the securities laws

of any state or territory within the United States. There is also doubt as to the enforceability in

England and Wales and in the UAE, whether by original actions or by seeking to enforce judgments

of U.S. courts, of claims based on the federal securities laws of the United States. In addition,

punitive damages in actions brought in the United States or elsewhere may be unenforceable inEngland and Wales and in the UAE.

Because the Company is a holding company and substantially all of its operations are conducted through itssubsidiaries, its ability to pay dividends on the shares depends on its ability to obtain cash dividends or othercash payments or obtain loans from such entities.

We currently conduct substantially all of our operations through our subsidiaries, and such entities

generate substantially all of our operating income and cash flow. Because the Company has no direct

operations or significant assets other than the capital stock of these entities, it relies on those

subsidiaries for cash dividends, investment income, financing proceeds and other cash flows to paydividends, if any, on the shares and, in the long term, to pay other obligations at the holding

company level that may arise from time to time.

The ability of such entities to make payments to the Company depends largely on their financialcondition and ability to generate profits. In addition, because our subsidiaries are separate and

distinct legal entities, they will have no obligation to pay any dividends or to lend or advance the

Company funds and may be restricted from doing so by contract, including other financing

arrangements, charter provisions, other shareholders or the applicable laws and regulations of the

various countries in which they operate. Similarly, because of our holding company structure, claims

of the creditors of our subsidiaries, including trade creditors, banks and other lenders, effectively have

priority over any claims that the Company may have with respect to the assets of these entities.

We cannot assure that, in the long term, our subsidiaries will generate sufficient profits and cash

flows, or otherwise prove willing or able, to pay dividends or lend or advance to the Company

sufficient funds to enable it to meet its obligations and pay interest, expenses and dividends, if any,on the Shares. The inability of one or more of these entities to pay dividends or lend or advance the

Company funds could, in the long term, have a material adverse effect on our business, financial

condition and results of operations.

Holders of the Shares in certain jurisdictions, including the United States, may not be able to exercise theirpre-emptive rights if we increase our share capital.

Under our Articles of Association (the ‘‘Articles’’), holders of the Shares generally have the right to

subscribe and pay for a sufficient number of our ordinary shares to maintain their relative ownership

percentages prior to the issuance of any new ordinary shares in exchange for cash consideration. U.S.

holders of the Shares may not be able to exercise their pre-emptive rights unless a registrationstatement under the Securities Act is effective with respect to such rights and the related ordinary

shares or an exemption from the registration requirements of the Securities Act is available. Similar

restrictions exist in certain other jurisdictions. We currently do not intend to register the Shares under

the Securities Act or the laws of any other jurisdiction, and no assurance can be given that an

exemption from such registration requirements will be available to U.S. or other holders of the

Shares. To the extent that the U.S. or other holders of the Shares are not able to exercise their pre-

emptive rights, the pre-emptive rights would lapse and the proportional interests of such U.S. or

other holders would be reduced.

25

PART II: PRESENTATION OF FINANCIAL AND OTHER INFORMATION

General

Investors should only rely on the information in this document. No person has been authorised to give

any information or to make any representations other than those contained in this document in

connection with the Offer and, if given or made, such information or representations must not be relied

upon as having been authorised by or on behalf of the Company, the Directors, the Selling Shareholders

or any of the Banks or the Financial Adviser. No representation or warranty, express or implied, is

made by any of the Banks or the Financial Adviser or any selling agent as to the accuracy or

completeness of such information, and nothing contained in this document is, or shall be relied upon as, a

promise or representation by any of the Banks or the Financial Adviser or any selling agent as to the

past, present or future. Without prejudice to any obligation of the Company to publish a supplementary

prospectus pursuant to FSMA and paragraph 3.4.1 of the Prospectus Rules, neither the delivery of this

document nor any subscription or sale of Shares pursuant to the Offer shall, under any circumstances,

create any implication that there has been no change in the business or affairs of the Company since the

date of this document or that the information contained herein is correct as of any time subsequent to its

date.

The Company will update the information provided in this document by means of a supplement

hereto if a significant new factor that may affect the evaluation by prospective investors of the Offer

occurs prior to Admission or if this document contains any material mistake or inaccuracy. The

Prospectus and any supplement thereto will be subject to approval by the FCA and will be made

public in accordance with the Prospectus Rules. If a supplement to the Prospectus is published prior

to Admission, investors shall have the right to withdraw their subscriptions made prior to the

publication of the supplement. Such withdrawal must be done within the time limits set out in the

supplement (if any) (which shall not be shorter than two days after publication of the supplement).

The contents of this document are not to be construed as legal, business or tax advice. Eachprospective investor should consult his or her own lawyer, financial adviser or tax adviser for legal,

financial or tax advice in relation to any subscription, purchase or proposed subscription or purchase

of Shares. In making an investment decision, each investor must rely on their own examination,

analysis and enquiry of the Company and the terms of the Offer, including the merits and risks

involved.

This document is not intended to provide the basis of any credit or other evaluation and should not

be considered as a recommendation by any of the Company, the Directors, the Banks, the Financial

Adviser or any of their representatives that any recipient of this document should subscribe for or

purchase the Shares. Prior to making any decision as to whether to subscribe for or purchase theShares, prospective investors should read this document. Investors should ensure that they read the

whole of this document and not just rely on key information or information summarised within it. In

making an investment decision, prospective investors must rely upon their own examination of the

Company and the terms of this document, including the risks involved.

Investors who subscribe for or purchase Shares in the Offer will be deemed to have acknowledged

that: (i) they have not relied on any of the Banks, the Financial Adviser or any person affiliated with

any of them in connection with any investigation of the accuracy of any information contained in this

document or their investment decision; and (ii) they have relied on the information contained in thisdocument, and no person has been authorised to give any information or to make any representation

concerning the Group or the Shares (other than as contained in this document) and, if given or

made, any such other information or representation should not be relied upon as having been

authorised by or on behalf of the Company, the Directors, the Selling Shareholders, the Banks or the

Financial Adviser.

None of the Company, the Directors, the Banks, the Selling Shareholders, the Financial Adviser or

any of their representatives is making any representation to any offeree, subscriber or purchaser of

the Shares regarding the legality of an investment by such offeree, subscriber or purchaser.

In connection with the Offer, the Banks, the Financial Adviser and any of their respective affiliates,

acting as investors for their own accounts, may subscribe for and/or acquire Shares, and in thatcapacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such

Shares and other securities of the Company or related investments in connection with the Offer or

otherwise. Accordingly, references in this document to the Shares being issued, offered, subscribed,

acquired, placed or otherwise dealt in should be read as including any issue or offer to, or

subscription, acquisition, dealing or placing by, the Banks and any of their affiliates acting as

26

investors for their own accounts. In addition, certain of the Banks, the Financial Adviser or their

respective affiliates may enter into financing arrangements and swaps with investors in connection

with which such Banks, the Financial Adviser or their respective affiliates may from time to time

acquire, hold or dispose of Shares. None of the Banks or the Financial Adviser intends to disclosethe extent of any such investment or transactions otherwise than in accordance with any legal or

regulatory obligations to do so.

In no event will measures be taken to stabilise the market price of the Shares above the Offer Price.

Presentation of financial information and non-financial operating data

Historical financial information

The Historical Financial Information has been prepared in accordance with the requirements of

Annex I, item 20.1 of Commission Regulation (EC) No 809/2004 (the ‘‘Prospectus DirectiveRegulation’’) and the Listing Rules and in accordance with IFRS and with standards for investment

reporting issued by the UK Auditing Practices Board. The basis of preparation is further explained in

Part XIII: ‘‘Historical Financial Information’’.

The Company was recently incorporated and has no historical operations of its own. Therefore, this

Prospectus does not present any standalone, unconsolidated historical financial information for the

Company.

Pro Forma Financial Information

In this Prospectus, any reference to ‘‘pro forma’’ financial information is to information which has

been extracted without material adjustment from the unaudited pro forma financial information

contained in Part XIV: ‘‘Unaudited Pro Forma Financial Information’’ (the ‘‘Pro Forma Financial

Information’’).

The Pro Forma Financial Information has been prepared to illustrate the impact of the net proceeds

raised through the Offer and the Directed Offering on the consolidated net assets of the Group as if

the Offer had taken place on 31 December 2013. The Pro Forma Financial Information, which has

been produced for illustrative purposes only, addresses a hypothetical situation and, therefore, does

not represent the Group’s actual financial position or results.

Non-IFRS Information

Included in this Prospectus are certain measures that are not measures defined by IFRS, namely:

Adjusted EBITDA (profit for the year plus taxation charge for the year, depreciation of property,

plant and equipment, amortisation of intangibles and dry docking expenditure, management fee,

write-off of asset, IPO/trade sale costs, share appreciation rights, net finance cost, foreign exchange

loss, net and loss on sale of asset; minus miscellaneous income and certain costs that managementbelieves are non-recurring) (‘‘Adjusted EBITDA’’); Adjusted EBITDA margin (Adjusted EBITDA

divided by revenue); Adjusted gross profit (gross profit with vessel depreciation and amortisation of

drydock costs added back) (‘‘Adjusted gross profit’’); and cash conversion ratio (net cash generated

from operating activities divided by Adjusted EBITDA) (‘‘Cash Conversion Ratio’’). Information

regarding Adjusted EBITDA and Adjusted EBITDA margin is sometimes used by investors to

evaluate the efficiency of a company’s operations and its ability to employ its earnings toward

repayment of debt, capital expenditures and working capital requirements. We use Adjusted gross

profit as a measure of the direct contribution made from our operations. We use Cash ConversionRatio as a tool to measure the relationship between Adjusted EBITDA and our cash position. There

are no generally accepted principles governing the calculation of Adjusted EBITDA, Adjusted

EBITDA margin, Adjusted gross profit or Cash Conversion Ratio and the criteria upon which such

measures are based can vary from company to company. Adjusted EBITDA, Adjusted EBITDA

margin, Adjusted gross profit and Cash Conversion Ratio alone do not provide a sufficient basis to

compare the Group’s performance with that of other companies and should not be considered in

isolation or as a substitute for operating income or any other measure as an indicator of operating

performance or as an alternative to cash generated from operating activities as a measure of liquidity.In addition, these measures should not be used instead of, or considered as an alternative to, the

Group’s historical financial results under IFRS. We have presented these non-IFRS measures because

we believe they are helpful to investors and financial analysts in highlighting trends in our overall

business because the items excluded in calculating these measures have little or no bearing on our

day-to-day operating performance. We encourage you to evaluate these items and the limitations for

27

purposes of analysis in excluding them. For a reconciliation of Adjusted EBITDA to profit for the

year, see ‘‘Summary Information’’.

Currency presentation

Unless otherwise indicated, all references in this document to:

* ‘‘UAE dirham’’ or ‘‘AED’’ are to the lawful currency of the United Arab Emirates;

* ‘‘pounds sterling’’ or ‘‘£’’ are to the lawful currency of the United Kingdom; and

* ‘‘U.S. dollars’’ or ‘‘U.S.$’’ are to the lawful currency of the United States.

Rounding

Certain data in this document, including financial, statistical and operating information, has been

rounded. As a result of the rounding, the totals of data presented in this document may vary slightly

from the actual arithmetic totals of such data. Percentages in tables have been rounded and

accordingly may not add up to 100 per cent.

Market, economic and industry data

Certain statements in this document relating to the Company’s business have been extracted without

material adjustment from the report prepared by Douglas-Westwood Ltd., a global consultancy and

services organisation focused on the energy and oil field services industries, for the Company dated

20 December 2013 (the ‘‘Douglas-Westwood Ltd. Report’’). The Company confirms that this

information and any other information extracted from third party sources has been accurately

reproduced and, so far as the Company is aware and is able to ascertain from information publishedby these third parties, no facts have been omitted which would render reproduced information

inaccurate or misleading. Such information has not been audited or independently verified.

Definitions

Certain terms used in this document, including all capitalised terms and certain technical and otheritems, are defined and explained in Part XVIII: ‘‘Definitions’’.

Information regarding forward-looking statements

This document includes forward-looking statements. These forward-looking statements involve known

and unknown risks and uncertainties, many of which are beyond the Company’s control and all of

which are based on the Directors’ current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as

‘‘believe’’, ‘‘expects’’, ‘‘may’’, ‘‘will’’, ‘‘could’’, ‘‘should’’, ‘‘shall’’, ‘‘risk’’, ‘‘intends’’, ‘‘estimates’’,

‘‘aims’’, ‘‘plans’’, ‘‘predicts’’, ‘‘continues’’, ‘‘assumes’’, ‘‘positioned’’ or ‘‘anticipates’’ or the negative

thereof, other variations thereon or comparable terminology. These forward-looking statements

include all matters that are not historical facts. They appear in a number of places throughout this

document and include statements regarding the intentions, beliefs and current expectations of the

Directors or the Company concerning, among other things, the results of operations, financial

condition, liquidity, prospects, growth, strategies and dividend policy of the Company and theindustry in which it operates. In particular, the statements under the headings regarding the

Company’s strategy and other future events or prospects are forward-looking statements: ‘‘Summary

Information’’, Part I: ‘‘Risk Factors’’, Part V: ‘‘Our Business’’ and Part XI: ‘‘Operating and Financial

Review’’.

These forward-looking statements and other statements contained in this document regarding matters

that are not historical facts involve predictions. No assurance can be given that such future resultswill be achieved: actual events or results may differ materially as a result of risks and uncertainties

facing the Company. Such risks and uncertainties could cause actual results to vary materially from

the future results indicated, expressed or implied in such forward-looking statements. Please refer to

Part I: ‘‘Risk Factors’’ for further confirmation in this regard.

The forward-looking statements contained in this document speak only as of the date of this

document. The Company, the Directors, the Selling Shareholders, the Banks and the FinancialAdviser expressly disclaim any obligation or undertaking to update these forward-looking statements

contained in the document to reflect any change in their expectations or any change in events,

conditions or circumstances on which such statements are based unless required to do so by

applicable law, the Prospectus Rules, the Listing Rules or the Disclosure and Transparency Rules of

the FCA. Investors should note that the contents of these paragraphs relating to forward-looking

28

statements are not intended to qualify the statements made as to sufficiency of working capital in this

document.

Over-allotment and stabilisation

In connection with the Offer, BofA Merrill Lynch, as Stabilising Manager, or any of its agents, may

(but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or

effect other transactions with a view to supporting the market price of the Shares at a higher level

than that which might otherwise prevail in the open market. The Stabilising Manager is not required

to enter into such transactions and such transactions may be effected on any securities market, over-

the-counter market, stock exchange or otherwise and may be undertaken at any time during the

period commencing on the date of the commencement of conditional dealings of the Shares on theLondon Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be

no obligation on the Stabilising Manager or any of its agents to effect stabilising transactions and

there is no assurance that stabilising transactions will be undertaken. Such stabilisation, if

commenced, may be discontinued at any time without prior notice. In no event will measures be

taken to stabilise the market price of the Shares above the Offer Price. Except as 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 transactions conducted in relation to the Offer.

Available information

For so long as any of the Shares are in issue and are ‘‘restricted securities’’ within the meaning of

Rule 144(a)(3) under the Securities Act, the Company will, during any period in which it is not

subject to Section 13 or 15(d) under the U.S. Securities Exchange Act of 1934 (the ‘‘Exchange Act’’),

nor exempt from reporting under the Exchange Act pursuant to Rule 12g3-2(b) thereunder, make

available to any holder or beneficial owner of a Share, or to any prospective purchaser of a Share

designated by such holder or beneficial owner, the information specified in, and meeting therequirements of, Rule 144A(d)(4) under the Securities Act.

Information not contained in this document

No person has been authorised to give any information or make any representation other than those

contained in this document and, if given or made, such information or representation must not be

relied upon as having been so authorised. Neither the delivery of this document nor any subscription

or sale made hereunder 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 information in thisdocument is correct as of any time subsequent to the date hereof.

No incorporation of website information

The contents of the Company’s website, any website mentioned in this Prospectus or any website

directly or indirectly linked to these websites have not been verified and do not form part of this

Prospectus, and investors should not rely on such information.

29

PART III: DIRECTORS, SECRETARY, REGISTEREDAND HEAD OFFICE AND ADVISERS

Directors Simon Heale (Chairman)

Duncan Anderson (CEO)

Dr. Karim El Solh (Non-Executive Director)

Simon Batey (Senior Independent Director)H. Richard Dallas (Non-Executive Director)

Mike Straughen (Independent Non-Executive Director)

W. Richard Anderson (Independent Non-Executive Director)

Christopher Foll (Alternate Director for H. Richard Dallas and

Dr Karim El Solh)

Company Secretary John Brown

Registered office of the Company C/o Hackwood Secretaries LimitedOne Silk Street

London EC2Y 8HQ

United Kingdom

Head office of the Company PO Box 46046Musaffah Base

Abu Dhabi

United Arab Emirates

Joint Sponsor, Joint Global Co-ordinator

and Joint Bookrunner

Merrill Lynch International

2 King Edward Street

London EC1A 1HQ

United Kingdom

Joint Sponsor, Joint Global Co-ordinator

and Joint Bookrunner

Barclays Bank PLC

5 The North Colonnade

Canary Wharf

London E14 4BB

United Kingdom

Joint Bookrunner J.P. Morgan Securities plc (which conducts its UK investment

banking activities as J.P. Morgan Cazenove)

25 Bank Street

Canary Wharf

London E14 5JP

United Kingdom

Co-Lead Managers Abu Dhabi Commercial Bank PJSC

PO Box 939

Abu Dhabi


Abu Dhabi Islamic Bank PJSC

PO Box 313

Abu DhabiUnited Arab Emirates

Financial Adviser N M Rothschild & Sons Limited

New Court

St Swithin’s LaneLondon EC4N 8AL

United Kingdom

30

English and U.S. legal advisers to the Company Linklaters LLP

One Silk Street

London EC2Y 8HQ

United Kingdom

English legal advisers to the Company Gibson, Dunn & Crutcher LLP

Telephone House

2-4 Temple Avenue

London EC4Y 0HBUnited Kingdom

UAE legal advisers to the Company Al Tamimi & Co

Building 4, 6th Floor

Sheikh Zayed RoadPO Box 9275, Dubai


English and U.S. legal advisers to the JointSponsors, Joint Global Co-ordinators and Joint

Bookrunners

Clifford Chance LLP10 Upper Bank Street

London E14 5JJ

United Kingdom

UAE legal advisers to the Joint Sponsors, JointGlobal Co-ordinators and Joint Bookrunners

Clifford Chance LLPBuilding 6, Level 2

The Gate Precinct, Dubai International Financial

Centre

PO Box 9380, Dubai


Reporting Accountants and Auditors Deloitte LLP

2 New Street Square

London EC4A 3BZ

United Kingdom

Registrar Equiniti Limited

Aspect House

Spencer Road

Lancing, West Sussex BN99 6DA

United Kingdom

Public relations advisers to the Company Bell Pottinger

Holborn Gate

330 High Holborn

London WC1V 7QDUnited Kingdom

31

PART IV: EXPECTED TIMETABLE OF PRINCIPAL EVENTSAND OFFER STATISTICS

Expected timetable of principal events

Event Time and date

Announcement of Offer Price and allocation ........................................................ 14 March 2014

Commencement of conditional dealings on the London Stock Exchange ............

8.00 a.m. on 14 March

2014

Admission and commencement of unconditional dealings on the London Stock

Exchange............................................................................................................


2014

CREST accounts credited ......................................................................................


2014

It should be noted that, if Admission does not occur, all conditional dealings will be of no effect and any

such dealings will be at the sole risk of the parties concerned.

All times are London times. Each of the times and dates in the above timetable is subject to change

without further notice.

Offer statistics

Offer Price (per Share) 135 pence

Number of Shares in the Offer and the Directed Offering.................................... 122,735,402– to be issued by the Company.............................................................................. 49,527,804

– to be sold by the Selling Shareholders(1)............................................................. 73,207,598

Percentage of the enlarged issued Share capital in the Offer and the Directed

Offering.............................................................................................................. 35%

Number of Shares subject to the Over-allotment Option...................................... 18,317,849

– to be sold by the Selling Shareholders................................................................ 18,317,849

Number of Shares in issue following the Offer and the Directed Offering........... 349,527,804

Estimated net proceeds of the Offer receivable by the Company(2) ...................... £60.9 millionEstimated gross proceeds of the Offer receivable by the Selling Shareholders(1) .. £98.8 million

Market capitalisation of the Company at the Offer Price..................................... £471.9 million

Notes:

(1) Assuming no exercise of the Over-allotment Option.

(2) The estimated net proceeds receivable by the Company from the Offer include the proceeds receivable by the Company of £0.8million from the Directed Offering, and are are stated after deduction of the estimated underwriting commissions and estimatedexpenses of the Offer (assuming the maximum amount of the Banks’ discretionary commission and the discretionary elements ofthe fees of the Group’s other advisers will be paid and excluding VAT) payable by the Company, which are currently expected tobe approximately £6.0 million. The Company will not receive any portion of the proceeds resulting from the sale of the ExistingShares by the Selling Shareholders in the Offer, all of which will be paid to the Selling Shareholders or to such persons as theSelling Shareholders may direct.

32

PART V: OUR BUSINESS

Investors should read this Part V of this Prospectus in conjunction with the more detailed information

contained in this Prospectus, including the financial and other information appearing in Part XI:

‘‘Operating and Financial Review’’. Where stated, financial information in this Part V of this Prospectus

has been extracted from Part XIII: ‘‘Historical Financial Information’’.

Overview

We operate one of the largest independent self-propelled Self Elevated Support Vessel (‘‘SESV’’) fleets

in the MENA region and one of the largest in the world. We charter our SESVs to a high-quality

client base comprising blue-chip NOCs, IOCs, 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 for use

by leading offshore renewable energy companies and installation contractors to support their

construction and maintenance of wind farms.

Our vessels support our clients in two principal areas that span the lifecycle of shallow water offshore

oil and gas fields and offshore renewable energy projects:

* Opex-led Activities, which we define as fabric maintenance, well intervention, brownfield upgradeand modification projects, with respect to both oil and gas and offshore renewable energy

projects, and retrofit or upgrade activities with respect to enhanced oil recovery (‘‘EOR’’)

activities in the oil and gas sector. These activities are typically funded out of our clients’

operating budgets.

* Capex-led Activities, which we define as greenfield projects, engineering, procurement and

construction activities, installation and decommissioning with respect to oil and gas projects and,

with respect to EOR activities, water injection and gas injection, as well as installation projects

relating to wind turbines in the offshore renewable sector. These activities are typically funded

out of our clients’ capital expenditure budgets.

Our fleet comprises nine SESVs, one floating accommodation barge and two anchor handling tug

support (‘‘AHTS’’) vessels. SESVs are self-propelled vessels with a large open deck space, crane

capacity and accommodation facilities that can be adapted by our clients to support their provision

of a broad range of offshore Opex-led and Capex-led Activities. In the case of oil and gas field

services, once an SESV is in position, typically adjacent to an offshore production or wellhead

platform, our clients or their third party service providers are able to perform inspection,

maintenance, construction or well services on the platform or to the well. In the case of offshore

renewables services, our SESVs are used to transport sections of wind turbines to the relevant site,where they then jack-up and support the construction and/or are used for the maintenance of the

wind farm.

We operate two classes of SESV; Small vessels, which include our seven K-class SESVs and Large

vessels, which include our two E-class SESVs. The Small SESV design was initially developed by us

together with Wartsila prior to 2007, and is designed to operate in benign weather conditions at

water depths of up to 45 metres. Our Large SESV, which is designed to operate in harsh weather

environments and water depths of up to 80 metres (65 metres for the Endeavour), was introduced by

our current management team in 2010, based on a Gusto design. As part of our new-build

programme, we are constructing a third Large vessel, which is due for delivery in October 2014. Weare also constructing the first of our next generation SESVs, the Mid-size S-class, which is due for

delivery in June 2015 and will be capable of operating in harsh weather environments and in water

depths of up to 55 metres. We also plan to construct an additional two Mid-Size vessels, which we

expect to deliver in November 2015 and April 2016, and a fourth Large vessel which we expect to

deliver in September 2016. In addition, we have signed a finance lease in respect of a bareboat

charter for an enhanced Small vessel, which will have water depth capability of 45 metres and a

larger deck than our current Small vessels. This vessel is being constructed by Navtech (which also

constructed the Keloa and Kinoa) and is expected to be delivered in May 2015. As a general matter,we assume a two-month gap between delivery of a vessel and the vessel going on hire in order to

conduct sea trials, class certifications and contract matching, among other things.

All of our SESVs have rapid jacking capability and utilise a four leg design which improves stability

and jacking speed relative to three-leg SESVs. In addition, all of our SESVs are self-propelled with

full propulsive redundancy and the Large vessel and Mid-Size vessel designs include DP2, a dynamic

positioning system, which enhances the ability of our SESVs to safely manoeuvre close to our clients’

33

offshore installations. These features also allow us to increase the speed of movement around a

client’s field of assets and removes the need for tugs or support vessels.

We maintain our headquarters at our c. 35,000m2 fabrication and logistical facility in the Musaffah

industrial area of Abu Dhabi (UAE), where we construct, outfit and maintain our SESVs.

Maintenance of our SESVs also takes place at third party facilities as required by geographicalproximity. By operating our own construction and maintenance facility, we believe that we are able

to respond to identified market demands more quickly than our competitors that rely on third party

shipyards. We believe this also allows us to construct new vessels at a lower cost than our

competitors. We also have a regional office in Aberdeen (UK) and a representative office in Kohbar

(Saudi Arabia).

Our revenue is generated by the day rates for each vessel that we charge pursuant to our charter

contracts. For the year ended 31 December 2013, we had revenues of U.S.$184.3 million, an Adjusted

gross profit margin of 73.8 per cent., Adjusted EBITDA of U.S.$124.7 million and an Adjusted

EBITDA margin of 68 per cent.

Strengths and Strategy

Our Competitive Strengths

We believe that we are well positioned to execute and achieve our strategies based on the following

competitive strengths:

A technologically advanced fleet of modern, self-propelled SESVs operated by skilled employees

Our self-propelled SESV fleet is among the most modern and sophisticated in the industry. Our Large

vessels can operate in shallow water of up to 80 metres in depth (65 metres for the Endeavour) and

in harsh weather environments. Our current fleet of nine vessels has an average age of nine years (theindustry average is 16 years) and, assuming the timely delivery of our six planned new SESVs, we

expect the average age of our SESV fleet to fall to five years by 2016.

Our SESVs operate in a broader range of environmental conditions than older, lower specification

SESVs or alternative vessels. Our SESVs have large deck space, high specification cranes,

sophisticated jacking mechanisms to reduce the time taken to be in position and can accommodate up

to 300 people on board (‘‘POB’’). We believe that through the combination of our modern

technologically advanced fleet, together with our crew of experienced and skilled employees, we are

able to provide customers safe and effective mobile offshore platforms and to maintain and develop

our position as the preferred provider of offshore platforms for oil and gas customers to perform wellintervention services, topside maintenance and EOR. We provide individual training programmes to

our skilled crew members and employ a robust competence management system to assess performance

and retain our valuable employees.

We believe the technological capabilities of our SESVs also deliver greater operational efficiencies

than older SESVs or alternative vessels. This leads to significant time and cost savings for customers

from reduced fuel usage, no requirement for ancillary vessel hire and reduced non-productive time.

These cost benefits make our SESVs attractive for our customers, leading to high utilisation and

premium day rates.

Attractive outlook for increased demand for our vessels, predominantly driven by an ageing oil and gas

infrastructure and declining production profiles

The majority of our SESV activity is driven by well intervention and maintenance and refurbishment

of oil and gas platform top sides. Of the 1,089 oil and gas platforms in MENA and Northwest

Europe, 56 per cent. are 20 years or older, according to Douglas-Westwood Ltd. Platform age

significantly increases the amount of topside repair, maintenance and refurbishment work the operator

must conduct for the platform to remain serviceable and in compliance with relevant regulations.

Demand for SESVs in our operating regions is expected to grow by 42 per cent. from 29,245 days in2013 to 41,386 days in 2020 as efforts to maintain declining well production profiles continue across

our core regions and in particular Northwest Europe, according to Douglas-Westwood Ltd.

Oil and gas operators are increasingly focused on enhancing the recovery of their discovered reserves,

and increasingly initiate EOR programmes in mature fields to increase returns. These programmes

require extended periods of platform availability to man topside module installation and

modifications, work-over wells and tie back new wells.

34

Demand for our SESVs, while primarily driven by the level of topside repair and maintenance and

well intervention, is augmented by renewable wind turbine installation and new platform installation.

The outlook by Douglas-Westwood Ltd. for this type of activity in our current regions of operation

is forecast to increase materially over the coming five-year period.

Revenue visibility from a substantial contract backlog with high-quality, long-term customers

We maintain strong, well-established relationships with blue-chip clients, including NOCs, IOCs, EPC

contractors and OEMs, in the MENA region and Northwest Europe. We have visibility on medium-

term earnings and cash flows from long-term contracts with our customers. These contracts typically

last six months to five years and include option periods that have historically been extended. Since

2007, 89 per cent. of our contract extension options have been exercised. Our revenue backlog at

31 December 2013 was U.S.$434 million, of which U.S.$228 million comprised firm contracts and

U.S.$205 million comprised extension options. Our total backlog has an average contract duration of

approximately 2.2 years.

Integrated business model providing a capital cost and flexibility advantage

Our construction capability comprises a highly skilled and experienced technical management team of15 individuals, as well as a 34,820m2 quayside fabrication and construction yard in the Mussafah

industrial area. Seven of our SESVs were constructed at our Mussafah facility, including both of our

Large vessels.

Our integrated business model has allowed us to construct new SESVs for our fleet for up to 30 per

cent. less than in a third party shipyard. The in-depth knowledge of constructing the SESVs we

operate provides a number of additional operational benefits: it allows us to maintain and operate the

SESVs more effectively; it provides more flexibility to the new-build construction timetable; and itallows us to more efficiently and quickly make modifications to vessels to meet specific customer

requirements.

A strong health, safety and environment culture

We believe that we are a leader in Health, Safety and Environment (‘‘HSE’’) thanks to our senior

management commitment to develop, nurture and sustain a culture that targets ‘‘no harm to people

or the environment’’. Our senior management provides strong demonstrable leadership and

commitments towards HSE. Participation in HSE meetings with staff and contractors, joint

management inspection visits, HSE audits, and Health Walks all encourage a positive attitude

towards HSE. We have achieved an important milestone of being operational for two years without a

lost time incident (2011 and 2012) and a safety record that is superior to the industry average since2007. Moreover, we obtained ISO accreditation (ISO 14001, 9001 and OHSAS 18001) in 2009, as well

as the UK North Sea Safety Case in 2012.

A track record of successful financial and operational performance

We have a strong financial track record, growing revenues from U.S.$106.9 million in 2011 to

U.S.$184.3 million in 2013, representing a CAGR of 31.3 per cent. over this period. Our performance

has been supported by our ability to achieve high historical SESV utilisation rates. We grew at an

Adjusted EBITDA CAGR of 33.9 per cent. from 2011 to 2013 and have generated strong Adjusted

EBITDA margins, in the order of 68 per cent. During the 2011 to 2013 period, we grew our fleet

from seven to nine SESVs. In 2011, we successfully entered the Northwest European market with ourLarge vessels, which have achieved an average utilisation of 92 per cent. and an average Adjusted

EBITDA margin of 75 per cent. from 2011 to 2013.

Our high profitability and Cash Conversion Ratio (approximately 96 per cent. as at 31 December

2013) have allowed us to internally fund the development of two new SESVs, a third Large vessel

and our first Mid-Size vessel. Moreover, we have generated high returns on invested capital on our

SESVs as a result of our disciplined investment approach and having an in-house fabrication facility.

We base our investment decisions for new SESVs on meeting a return on capital (calculated as

revenue less direct operating expenditure, excluding depreciation = gross profit/vessel cost base)(‘‘Return on Capital’’) target of at least 20 per cent. and payback within five years.

A highly experienced international management team with a proven track record of growing the business and

creating value

Our management team has a combined experience of over 125 years in the marine services sectors,

gained across Europe, Africa, the Mediterranean, the Middle East and South East Asia. With the

assistance of our skilled employees, since joining GMS in 2007 and 2008, our senior management

35

team has developed, constructed and operated two Large vessels, entered two new markets of

Northwest Europe and Saudi Arabia; and consistently delivered revenue and Adjusted EBITDA

growth.

Our Strategy

Our primary business objective is to grow shareholder value while maintaining prudent levels of

gearing and generating high returns on capital employed. To achieve this, we plan to continue to

execute the following strategies:

Grow by building and potentially acquiring modern, technologically advanced SESVs

We believe we are well positioned in the MENA and Northwest European markets, and we will

continue to seek to grow in these regions. We currently operate two types of SESV, Small vessels and

Large vessels, and plan to introduce a new class of SESV, the Mid-Size. We expect to deliver three

Mid-Size vessels in June 2015, November 2015 and April 2016, respectively, along with two new

Large vessels in October 2014 and September 2016, respectively. We expect to take delivery of an

enhanced Small vessel in May 2015.

Currently, we believe that the most cost effective way to add vessels to our fleet is by constructingvessels in our own yard. However, we constantly review this strategy and may choose to construct

vessels at third party yards or, as in the case of our new enhanced Small vessel, to lease vessels, and

would consider further acquisitions of SESVs or companies owning SESVs should the opportunity

arise and offer superior returns.

Pursue long-term contracts to ensure continued revenue visibility and predictable cash flows

Our objective is to grow shareholder value by maximising returns on capital, while meeting our

customers’ needs, which can change over time. We regularly evaluate the benefits of seeking a higher

day rate over a shorter contract period as compared to the certainty of a longer contract period,

albeit with a lower day rate. Nonetheless, we will continue to focus on securing medium- to long-term

contracts to enhance the predictability and reliability of revenues and cash flows. In addition, we willseek to contract them out on terms of at least three months in advance of any expiry or extension

option dates of current contracts. We believe that long-term contracts allow us to generate sustainable

cash flows to support our expansion plans, access the financial markets and return capital to

shareholders through dividend payments. In addition, we own an SESV fleet that is modern and

reliable, with a proven track record of operating with minimal downtime. By minimising downtime

we expect to maximise revenues and cash flows and further demonstrate that we are a reliable

operator to our current and prospective customers.

Expand market positions in MENA and Northwest Europe, seek opportunities to establish operations in West

Africa and South East Asia and continue to service the offshore renewable energy maintenance market

We expect that a larger SESV fleet size will allow us to take on additional contracts in existingregions of operation and potentially to enter new regions. We also believe that a growing fleet of

SESVs will allow us to expand our revenue through additional work with new and existing clients.

We expect to remain one of the dominant players in the MENA region, a market with growing

demand and a limited number of SESVs of the quality and capability comparable to ours. In

addition, we believe that our established marketing and operational presence in Aberdeen, Scotland

will allow us to exploit the potential of both oil and gas and offshore renewable energy opportunities

in Northwest Europe, a market characterised by high operational and HSE standards and currently

served by an ageing oil and gas platform fleet.

We believe that our Mid-Size and enhanced Small SESVs are also well suited to enter new markets,

such as South East Asia and West Africa, given their ability to support a range of offshore activities

because of their mobility without the use of ancillary vessels and, in the case of our Mid-Size vessels,

to operate in harsh weather conditions. We believe our technologically advanced SESVs have

significant competitive advantages over other vessels used in the regions, predominantly barges, due to

the lower total costs of operation for customers.

In addition to the opportunities in the oil and gas sector, we believe that there will be growing

demand for vessels to carry out maintenance activities relating to offshore wind turbines in Northwest

Europe as the installed base grows and matures, which would provide a further source of long-term

revenues for our Large and Mid-Size SESVs.

36

Create sustainable shareholder returns while maintaining a prudent capital structure

We take a disciplined approach to making new investments and financing those investments, we are

currently targeting a minimum Return on Capital of over 20 per cent. and a payback on theconstruction of our SESVs within five years of delivery of an SESV. We will seek to maximise

shareholder returns with a prudent approach to borrowing by not exceeding a target net debt to

Adjusted EBITDA ratio of 3.0x at the peak periods of our new-build programme. We believe that

the high degree of contracted future revenues and strong cash flow from operations combine to

support this prudent level of borrowing.

History

We were established in 1977 in Abu Dhabi to take advantage of the local market growth in the

offshore oil and gas services sector. We started operating in 1977 with a variety of offshore support

vessels before delivering our first SESV in 1982. Thereafter, we delivered six further SESVs in 1999,

2005, 2006, 2008, 2010 and 2012, respectively. We initially focused our operations on clients based in

Abu Dhabi, such as ADNOC and its subsidiaries, including ZADCO and ADMA-OPCO.

In January 2007, we underwent a change of ownership when GICI and Ocean together acquired 50

per cent. of our shares from private shareholders, followed by the remaining 50 per cent. in July

2007. GICI and Ocean are both beneficially owned by GC Equity Partners Fund II, L.P. (‘‘GC

Equity Partners II’’), an institutional fund sponsored and managed by Gulf Capital and its affiliates.

GC Equity Partners II sold minority stakes to two strategic private investors, our former Chairman,

Rashid Al-Suwaidi in October 2008 and Sheikh Hamdan bin Zayed Al-Nahyan in September 2012(who currently hold their interests through our shareholders Horizon Energy LLC and Al Ain Capital

LLC, respectively), as well as a stake to our management.

The change of ownership was followed by the appointment of a highly experienced management team

which remains with us today. This team repositioned our business through the introduction of several

strategic and operational initiatives, including dedicated marketing efforts to a broader and more

diversified client base, such as blue-chip NOCs, IOCs, EPC contractors and OEMs.

When we were acquired by GC Equity Partners II in 2007, we had a fleet of four Small SESVs and

two AHTS vessels, as well as several older utility vessels and crewboats, which we subsequently sold.

With the delivery and deployment of two further Small SESVs in 2008 and 2009, respectively, we

successfully increased our exposure to a broader range of oil and gas operators and oil services

companies within the MENA region. Additionally, under the leadership of our new management

team, our management systems were developed and accredited to international certification standards,including ISO 9001 in 2009 and ISO 14001 and OHSAS 18001 in 2010. In 2010 and 2011, we

completed the construction of our two Large SESVs which are suitable for harsher weather

environments and capable of operating in depths of up to 80 metres (65 metres for the Endeavour).

These additions to our fleet allowed us to continue our growth strategy and to expand our

geographic footprint beyond the MENA region, resulting in new contracts with leading oil majors in

the North Sea, including Statoil, ConocoPhillips and Perenco.

In 2011, we entered the offshore wind power installation market in Northwest Europe, using one of

our Large SESVs. In 2012, we delivered our seventh Small vessel. In 2013, we commenced

construction of our third Large vessel, which is scheduled for delivery in October 2014. In late 2013,

we completed the design phase of our new Mid-Size SESV. The construction process on the first

Mid-Size vessel has commenced and we expect to take delivery of it in June 2015. We have alsosigned a finance lease in respect of a bareboat charter for an enhanced Small vessel that we expect to

take delivery of in May 2015.

Business Activities

We own and operate a modern, high specification fleet of nine SESVs that provide customised,

versatile, mobile, safe and stable offshore platforms for our clients to support a broad range of Opex-

led and Capex-led Activities throughout the lifecycle of shallow water offshore oil and gas andrenewable energy assets. In addition, we provide supply and support vessel services to our clients with

one accommodation barge and two AHTS vessels.

37

The following tables set out our revenue by vessel use and by geographic region for the three years

ended 31 December 2011, 2012 and 2013.


2011Percentage

of total 2012Percentage

of total 2013Percentage

of total

(U.S.$m, except percentages)

Oil and gas

Opex-led Activities .............. 34.6 32% 82.3 58% 117.6 64%

Capex-led Activities ............ 44.7 42% 32.4 22% 29.8 16%

Offshore renewable energy

Installation Activities(1)....... 27.6 26% 27.9 20% 36.9 20%

Total ....................................... 106.9 100% 142.6 100% 184.3 100%

Note:

(1) To date, we have only generated revenue from installation contracts in the offshore renewable energy market.


2011

Percentage

of total 2012

Percentage

of total 2013

Percentage

of total


MENA.................................... 79.3 74% 96.6 68% 106.6 58%NWE....................................... 27.6 26% 46.0 32% 77.7 42%

Total ....................................... 106.9 100% 142.6 100% 184.3 100%

Oil and gas

We operate predominantly in the brownfield market within the offshore oil and gas sector. The

brownfield market covers a broad range of repair and maintenance support services, including well

and subsea maintenance services, for existing oil and gas fields, although our vessel operations spanthe full lifecycle of an offshore oil or gas field as illustrated by the diagram below.

Signature Discovery FID First oil/gas End of life

Platform

installation and commissioning

Production Refurbishment

and

re-commissioning

Exploration Production Decommissioning

Accommodation

Accommodation

Maintenance

Well services

Accommodation Pre-post-

drilling services

Accommodation

Maintenance

Well services

Accommodation

GM

S s

ervi

ces

38

* Opex-led Activities

We define Opex-led Activities in the oil and gas sector to include fabric maintenance, well

intervention, brownfield upgrade and modification projects and retrofit or upgrade activities withrespect to EOR activities. These activities are typically funded out of our clients’ operating

budgets. Maintenance support includes using our SESVs to perform a wide range of services on

existing fixed offshore facilities and oil and gas infrastructure, including installation and removal

of oil and gas processing modules, construction, maintenance and repairs using cranes and

equipment provided from the SESV work platform.

In the primary markets for our SESVs (i.e., the MENA region and Northwest Europe), weestimate that more than 80 per cent. of offshore structures are more than 10 years old. In

addition, offshore oil fields are maturing globally, and the current rate of discoveries is not

sufficient to replace production levels. As a result, there is a significant volume of infrastructure

that is operating beyond its design life. For example, in Northwest Europe, the UK government

has mandated that all oil field infrastructure in UK waters be remediated to comply with

current regulatory specifications, particularly due to the risks associated with older infrastructure

assets. We believe we are well placed to capitalise on these resulting maintenance and

modification opportunities, as well as efforts to yield higher recovery rates from existinginfrastructure, including through increased work over demand in the drive to replace natural

decline through EOR.

We also provide accommodation services as part of our Opex-led Activities support contracts,

which comprise the provision of comfortable and stable working and living facilities for

personnel working offshore.

Our Opex-led Activity support contracts tend to be long term in nature (i.e., between three and

five years, including client extension options). Many of our clients in this market are NOCs

that, due to the often onerous internal requirements for retendering contracts, prefer to exercise

their extension options rather than retender. Once all extension options have been exercised,

these clients often work with us as preferred bidders when the retender must be undertaken to

minimise administrative burden. Consequently, it is not unusual for the cumulative term of these

client relationships to be longer than five years. For example, as a result of the multiple contractrenewals and exercise of contract extensions, two of our Small SESVs have been chartered to

ADNOC and/or its affiliates for more than 14 years, and one of our SESVs has been chartered

for eight years to Occidental.

We compete in this segment primarily with conventional jack-up drilling rigs and other SESVs

that are equipped to support well services operators. However, we are able to support well

services work at a comparatively lower cost than most of our competitors. This is because ourflexible SESV design with self-propelled four-leg vessels enables cost efficient rig moves between

multiple well locations in a field, which can be required by our clients as frequently as every 10

to 14 days over the term of a charter contract. Our SESVs also offer comparatively larger crane

capacity and deck space to accommodate equipment and other components required for more

advanced EOR projects. Our higher work rates result in increased efficiency over the life of the

contract.

* Capex-led Activities

We define Capex-led Activities in the oil and gas sector to include greenfield projects,

engineering, procurement and construction activities, installation and decommissioning, and, with

respect to EOR activities, water injection and gas injection. These activities are typically funded

out of our clients’ capital expenditure budgets. We also provide accommodation services as part

of our Capex-led Activities support contracts, which comprise the provision of comfortable

living facilities for personnel working offshore. We compete in this segment primarily with

accommodation vessels, other SESVs, semi-submersibles and other floating vessels, as there tend

to be significantly fewer vessel moves required during capex projects.

Offshore renewable energy

In 2011, we recognised the opportunity to use our experience in the oil and gas sector, as well as the

enhanced capabilities of our Large vessels, to capitalise on the prospects for high day rates in the

offshore renewable energy sector in Northwest Europe. While not the primary focus of our business,

we believe that this market provides a significant growth opportunity.

39

Our vessel operations support the full lifecycle of an offshore renewables project as illustrated by the

diagram below.

Accommodation

Crane support Accommodation

Maintenance

Accommodation

Crane support Geotechnical

drilling services

Accommodation

Maintenance

services

Accommodation

Crane support

Planning

Application

Site

Assessment FID Grid

ConnectionEnd of life

Turbine

installation and

commissioning

Energy

Production

Re-Powering and

re-commissioning

Development &

Approval

Energy

Production Decommissioning

GM

S s

ervi

ces

* Opex-led Activities

We define Opex-led Activities in the offshore renewable energy sector to include brownfield

projects, operations, maintenance and modifications. These activities are typically funded out of

our clients’ operating budgets. The offshore renewable energy market is less mature than the oiland gas market and there is currently less demand for maintenance services as the infrastructure

is, on the whole, relatively new. However, as a critical mass of installed capacity is reached, we

expect that the demand for maintenance work on these assets will increase and, consequently,

that longer-term contracts will become more commonplace. Given our experience providing

longer-term services to the oil and gas market with our current fleet, and with the impending

delivery of our further Large and new Mid-Size vessels, we believe that we will be particularly

well placed to capitalise on this maturing market profile as it develops and we intend to focus a

significant portion of our offshore renewables marketing efforts on this area due to the long-term nature of these contracts.

* Installation Activities

We define Installation Activities in the offshore renewable energy sector to include greenfield

projects, engineering, procurement and construction activities and turbine installation. These

activities are typically funded out of our clients’ capital expenditure budgets. Our primary focusin the offshore renewable energy market is the provision of SESVs to support the installation of

windmill towers and blades, and to provide lifting operations for smaller substations and topside

modules. In the case of foundation and turbine installation, vessels with significantly larger crane

capacity than our Large and Mid-Size vessels are usually required. As these larger vessels tend

to be significantly more expensive to charter than our SESVs, they are best suited to undertake

the foundation and turbine installation work while our SESVs work during and after these

vessels leave to fit the lighter components.

Our charter contracts in this market tend to be short (i.e., six to 12 months) or medium (i.e.,one to three years) in term. Due to the emerging nature of this market, the current demand for

installation vessels in the offshore wind sector exceeds supply, and in recent periods has led to

substantially higher day rates. Should current rates sustain, we believe this would provide us

with a target market for our new Mid-Size SESV, and currently provides us with optionality for

our Large vessels. Both classes of our SESVs are also well suited for newer installation projects

that are being undertaken in deeper water and further offshore, as they provide a cost-effective

method for clients to complete a majority of the project, working together with larger, more

expensive vessels to undertake turbine and foundation installation.

We believe our SESVs provide a competitive advantage over more conventional marine

construction vessels, such as non-propelled jack-up and derrick barges and crane vessels, that are

typically employed in other industries like oil and gas and marine civil construction, but which

were not purpose-built for offshore installation activities. As in the oil and gas market, the

40

features of our SESVs allow them to move quickly and efficiently between locations within a

wind farm field without the need for tugs. As a result, we believe that we are well positioned to

capitalise on the strong outlook for new installations.

Our Fleet

We operate nine high specification SESVs, two Large vessels (based on Gusto designs) and seven

Small vessels (based on Wartsila designs). Our SESV fleet is complemented by one floatingaccommodation barge and two AHTS vessels. We own all of our SESVs apart from the Keloa and

Kinoa which are currently operated under finance leases from Navtech. We intend to purchase the

Keloa in 2015 in accordance with the lease terms using a portion of the proceeds from the Offer (See

Part IX: ‘‘Use of Proceeds and Dividend Policy’’). We also intend to purchase the Kinoa at the end of

its lease term in 2017.

The following table sets out certain key characteristics of our SESVs as at 31 December 2013.

Year built

Date of lastrefurbish-

mentDeck area

(m2)Maximumdepth (m)

Maximumspeed (kts)

Accommo-dation(POB,

includingtemporary

units)

Main cranecapacity(3)

(t)

Harshenviron-

mentDynamic

positioning

Small vesselsNaashi........ 1982 2010 650 45 4 150-300 45 N/A N/AKamikaze ... 1999 2010 650 45 4 150-300 36 N/A N/AKikuyu ....... 2005 2013 650 45 4 150-300 45 N/A N/AKawawa ..... 2006 N/A 650 45 4 150-300 45 N/A N/AKudeta ....... 2008 N/A 650 45 4 150-300 45 N/A N/AKeloa(1) ...... 2009 N/A 650 45 4 150-300 45 N/A N/AKinoa(1) ...... 2012 N/A 650 45 4 150-300 45 N/A N/A

Large vesselsEndurance .. 2010 N/A 1,035 80 8 150-300 300 Yes DP2Endeavour.. 2011 N/A 1,035 65 8 150-300 230 Yes DP2Enterprise(2) N/A N/A 1,035 65 8 150-300 300 Yes DP2

Mid-Sizevessels(2) ...... N/A N/A 800 55 7 150-300 300 Yes DP2

EnhancedSmallvessel(2) ....... N/A N/A 800 45 4 150-300 45 N/A N/A

Notes:

(1) Operated under a finance lease.

(2) Design specifications for our third Large vessel, our Mid-Size vessels and our enhanced Small vessel which are currently underconstruction.

(3) Crane capacity at 26 metres for Small vessels, at 17.5 metres for the Endeavour and at 16.1 metres for the Endurance. Mid-Sizespecifications are design specifications only.

Our SESV fleet is one of the most modern operating in the MENA region and in the world, with

most of our SESVs having been delivered or refurbished over the past four years. As at 1 January

2014, an independent valuer valued our fleet of SESVs (including the Keloa and the Kinoa, which are

held under finance leases) at between U.S.$531.5 million and U.S.$556.0 million. The average age of

our SESV fleet is only nine years, which we believe positions us within the top tier of operatorsglobally and influences the day rates we are able to achieve for our SESV fleet, as modern, and

consequently more reliable, SESVs are in higher demand by our clients, especially in deeper and

harsher offshore environments. In addition, a young and modern fleet is becoming increasingly

important as clients focus on safety and high performance standards. For the year ended 31 December

2013, the average day rates for our Large and Small vessels were U.S.$111,800 and U.S.$37,900,

respectively. Based on current market demand and contracts being awarded to similar, lower

specification assets, we estimate that, once complete, our Mid-Size vessels will support day rates in

the range of U.S.$50,000 to U.S.$70,000 and that our enhanced Small vessel will support day rates inthe range of U.S.$45,000 to U.S.$55,000. The technical specifications of our SESVs help support our

day rates as in many instances the alternatives available to our clients are non-SESV vessels that are

more expensive to operate because of the need for additional support vessels, longer jacking time and

difficulty relocating in inclement weather, among other things.

All of our SESVs are based on four-leg designs that provide a significant advantage in terms of safety

and stability to the more traditional three-leg jack-up design. When on location, the SESV legs are

lowered down to the seabed before elevating the SESV to the desired operating height. The pre-load

41

can be carried out as an integrated process during lifting, with a four-leg design providing significant

time savings compared to three-leg operations, some of which can take up to 18 hours to pre-load.

The four-leg design also allows more positioning flexibility and reduces seabed punch-through risk

when in operation. The flexibility of a four-leg design also presents a significant cost advantage to ourclients, as moves within or between fields require less lead time and can be completed in windows of

six to 12 hours in the event of adverse weather conditions as compared to 24 to 36 hours for three-

leg vessels or up to three days for a non-propelled vessel. All of our SESVs are self-propelled, which

enables the vessels to carry loads from a shore base to an offshore location without the need for tugs

or support vessels either in transit or to position the SESV in relation to an offshore installation.

Consequently, they can be mobilised to site in a significantly shorter period of time than three-legged

SESVs (typically six to 12 hours vs 36 hours). Large accommodation capacity and leg length between

69 metres and 96 metres, combined with a large deck space equipped with crane capacity, allows formultifunctional, flexible use serving a broad range of our clients’ offshore support needs, both in

terms of operating areas and modes.

The following bar chart compares the typical costs associated with a vessel relocation for SESVs,

jack-up barges and drilling rigs, split between lost vessel hire rates and, in the case of jack-up bargesand drilling rigs, the cost of offshore support vessels (‘‘OSVs’’) to assist with relocation. As shown

below, analysis based on offshore day-rates provided by Douglas-Westwood Ltd. observes the

additional expense of moving a non-propelled unit as compared to an SESV is up to U.S.$1.4 million

per move per year.

Cost Per Location Move(1)

Note: (1) SESVs require 1 day of lost charter hire for relocation; a non-propelled vessel would require up to 3 days of lost charter hire for relocation, up to 3 OSVs to assist with relocation and up to 7 days of hire for each OSV. Source: Douglas-Westwood Ltd. Analysis

41 111

462

1,506

0200400600800

1,0001,2001,4001,600

K-Class E-Class Jack-up Barge Drilling Rig

OSV Day Rates Vessel Day Hire Rate

US$‘000

All our SESVs are equipped with facilities that accommodate up to 150 POB and can be further

supplemented with offshore temporary accommodation modules, supporting up to a total of 300 POB

if required. Our SESVs have many advantages over pure accommodation barges, as they have greaterflexibility to increase or decrease capacity and are self-propelled jack-up vessels that have low

mobilisation and demobilisation costs. Our SESVs also offer greater crane capacity, larger deck loads

and more deck space compared to pure accommodation barges. SESVs can either cater to specific

accommodation requirements of personnel engaged in performing construction and maintenance or

well servicing support, or alternatively serve as pure accommodation vessels.

Average daily operating expenditure (calculated as cost of sales less non-cash items, depreciation,

amortisation and impairments divided by 365) ranges between U.S.$10,000 to U.S.$12,000 for our

Small vessels and U.S.$18,000 to U.S.$22,000 for our Large vessels, and is expected to range between

U.S.$12,000 to U.S.$14,000 for our Mid-Size vessels.

We carry out full maintenance inspections of our SESVs every five years as required by the American

Bureau of Shipping (‘‘ABS’’) and carry out interim inspections every two-and-a-half years. Regular

inspections and preventative maintenance enhance the performance and the health and safety record

of our SESVs and have helped minimise unplanned off-hire time of our SESVs. Our SESVs allow for

in-service maintenance to be performed while they are jacked-up, which minimises off-hire time for

42

the SESV and non-productive time for our clients. When an SESV requires maintenance that cannot

be performed at sea, we believe that access to our own shipyard at Musaffah allows us to perform

the maintenance more quickly and more cost effectively than if we had to use a third party yard. All

of our SESVs are certified according to international safety standards under the International SafetyManagement Code, as per regulatory requirements. In addition, all of our SESVs are certified by the

ABS classification society, which is a recognised member of the International Association of

Classification Societies certifying the SESVs as classed for international operations. Our Large vessels

also have UK Safety Case certifications for oil and gas operations.

Large vessels

Our two Large SESVs are the flagships of our fleet. The Large vessels were initially deployed in the

MENA region working for McDermott, Saudi ARAMCO and the National Petroleum Construction

Company (‘‘NPCC’’). They are now both operating in Northwest Europe, one in the offshore

renewables sector and one in the offshore oil and gas sector on a well services contract and have an

average age of two years. Our Large SESVs are based on the Gusto NG2500X design, which offers

higher technical and operational capabilities than our Small SESVs. They are able to travel up to

eight knots fully loaded from shore to the job location. Their DP2 systems, which utilise GPS and

lasers, allow for fast and precise positioning at the client’s site. With a 94.2 metre leg length, theLarge SESV is able to work in waters up to 80 metres deep (65 metres for the Endeavour) (or up to

60 metres in harsh weather environments). This capability expands the universe of operating

environments (and accessible platforms) both within the MENA region and Northwest Europe, as

well as in other regions that we are targeting, such as Southeast Asia and West Africa. Our Large

SESVs have a large deck area of 1,035m2, and a crane capacity of 300 to 400 tonnes, which further

broadens the scope of work these vessels can address to include heavier oil and gas lifting operations

in addition to offshore wind installation. The Large SESV is fully compliant with the latest Mobile

Offshore Unit (‘‘MOU’’) standard and meets all of the Society of Naval Architects and MarineEngineers (‘‘SNAME’’) requirements. We target a 32 per cent. Return on Capital from our Large

vessels.

The Large vessels operate continuously with a crew of approximately 16 people operating in two

shifts. Crew rotation is typically every 28 days or otherwise as the client requires. All crew members

are Standards of Training, Certification and Watchkeeping (‘‘STCW’’) certified, with dynamic

positioning qualifications and experience. We also provide crane operators, medical personnel and

other services depending on contract specifications.

The typical contract length for our Large vessels ranges from six months to four years (including

extension options). These contracts generally tend to be shorter than for our Small vessels because of

the higher day rates that our Large vessels command. Principal users of our Large SESVs include

Saudi ARAMCO, Siemens, ABB, Vestas, McDermott, British Gas Tunisia, ConocoPhillips, Perenco

and Scira.

Small vessels

Our seven Small vessels are the backbone of our fleet, with an average age of 10 years. These vessels

were developed and optimised for our core MENA region market, although we believe that they are

also well suited for the West African and Southeast Asian markets. Our Small vessels are based on a

proven Wartsila design and offer high reliability and flexibility in more benign waters. We have no

current plans to construct additional Small vessels. Our Small SESVs are able to travel up to four

knots fully loaded from shore to the job location. The vessel’s 67.9 metre leg length and consequent

45 metre water depth capacity allows access to the majority of platforms and structures in theMENA region, West Africa and Southeast Asia. They have a deck area of 650m2 and a crane

capacity of 36 tonnes to 45 tonnes. Each Small SESV is fully compliant with the latest MOU

standard. Two of our Small vessels, the Keloa and the Kinoa, are currently leased with options to

purchase the vessels. We target a 27 per cent. Return on Capital for our Small vessels.

The Small vessels operate continuously with a crew of approximately 16 people operating in two

shifts. Crew rotation is as the relevant client requires or in accordance with regional norms. All crew

members are STCW certified and we also provide crane operators, medical personnel and otherservices depending on contract specifications.

The typical contract length for our Small vessels ranges from one to five years (including extension

options). Principal clients for our Small SESVs include ADNOC, Saudi ARAMCO, Occidental, Total,

McDermott and Hyundai.

43

New-build programme

As part of our growth strategy, we are investing in the construction of new SESVs. Our new-build

programme began in 2013 and will see orders conclude in the second quarter of 2015, with the last ofthe programme’s SESVs expected to be delivered in September 2016. As a general matter, we assume

a two month gap between delivery of a vessel and the vessel going on hire in order to conduct sea

trials, class certifications and contract matching, among other things. The following table provides

certain information regarding the targeted delivery dates for our new-build programme:

2014 2015 2016

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3

Large

E-3

E-4

Size

S-1

S-2

S-3

Total

for

Period

27.2 40.0 37.8 31.5 29.5 36.9 37.0 24.9 25.6 12.5 11.0 323.7

Engineering & Design Travel Hull Construction in China Fit out in Mussafah

Mid-

Capex

Spend

(£m)

Total

Large vessels

Our third Large vessel, which is under construction, is due for delivery in October 2014. Subject to

our achievement of future growth expectations, we expect to commence construction on a fourth

Large vessel in April 2015, for delivery in September 2016. We have budgeted U.S.$85 million for theconstruction of our third Large vessel (of which, as at 31 December 2013, U.S.$37.9 million had been

incurred) and, to account for price inflation, U.S.$89 million for the construction of our fourth Large

vessel. The target market for these units is deeper water (i.e., greater than 45 metres) projects in the

KSA and Qatar along with further opportunities to support oil and gas or renewables projects in

harsh weather environments such as Northwest Europe.

Mid-Size vessels

We are also planning to introduce a new class of Mid-Size SESV. This new generation of SESV is

based on the Gusto NG 1800x design, which offers many of the key technical and operational

capabilities of our Large vessels. The Mid-Size vessels will have a top speed of seven knots fullyloaded and will have a DP2 system, which will allow for fast and accurate positioning at the work

site. It will have a 77 metre leg length, allowing it to work in water depths of up to 55 metres and a

deck area of 800m2, with a main crane capacity of 300 tonnes and an auxiliary crane capacity of 15

tonnes. We also expect it to be MOU-compliant and will meet all SNAME requirements. The

addition of the Mid-Size SESV to our fleet is a key component of our expansion strategy in all of

our target markets. We are targeting a 26 per cent. Return on Capital from our Mid-Size vessels.

Our new-build programme includes the construction of three Mid-Size vessels, the first of which is

due for delivery in June 2015. We are targeting delivery dates for the second and third vessels in

November 2015 and April 2016, respectively. We have budgeted U.S.$65 million for the construction

of the first Mid-Size vessel (of which, as at 31 December 2013, U.S.$3.2 million had been incurred)

44

and U.S.$64 million for the construction of each of the second and third Mid-Size vessels. The target

markets for our Mid-Size vessels are anticipated to be maintenance work in the offshore renewables

sector in Northwest Europe, Opex-led Activities in our target expansion markets of Southeast Asia

and West Africa, as well as Opex-led Activities in our core MENA oil and gas market.

Finance leases

In January 2014, we signed a five year finance lease in respect of a bareboat charter with Navtech for

an enhanced Small vessel which is expected to be delivered to us in May 2015. We will have the

option to purchase the vessel at the date of delivery for U.S.$53 million or on each anniversary of

the date of its delivery with a U.S.$2 million discount applying to the purchase price in each year.

We currently intend to exercise the purchase option one year after delivery. The vessel will have a top

speed of 4 knots and a leg length of approximately 67 metres, allowing it to work in water depth of

up to 45 metres. It will have a deck area of 800m2 and a main crane capacity of 45 tonnes. Webelieve that this enhanced Small vessel will complement our Small and Mid-Size vessels in the

MENA, Southeast Asia and West Africa markets. The vessel is being constructed by Navtech, which

also constructed the Keloa and the Kinoa.

We also have finance leases in place with respect to the Keloa and the Kinoa. The Keloa finance

lease contains an option to purchase the vessel for U.S.$37.5 million. We intend to purchase the

Keloa in 2015 using a portion of the proceeds from the Offer (See Part IX: ‘‘Use of Proceeds and

Dividend Policy’’). The Kinoa finance lease also contains an option to purchase the vessel for

U.S.$37.5 million. We intend to purchase the Kinoa at the end of its lease term in 2017.

Other vessels

We operate one floating accommodation barge and two AHTS vessels. We view our support vessels

as non-core assets in our fleet. Our accommodation barge provides floating accommodation and, withthe appropriate equipment fitted, is capable of supporting additional services, including well servicing,

lifting and storage. It is generally deployed in shallower and benign waters in the MENA region,

where it is typically moored and anchored adjacent to fixed offshore installations. It has POB

capacity of 150, length of 54.9 metres, breadth of 15.2 metres and can be fitted with a crane to client

specifications. We charter our accommodation barge opportunistically and also use it internally to

house off-hire crew. For the years ended 31 December 2011, 2012 and 2013, its utilisation was 22 per

cent., nil and 86 per cent., respectively. We do not budget for its hire in any forward-looking

financial projections that we prepare for our fleet unless a contract has been secured.

Our AHTS vessels are specially designed for towing and anchoring rigs and other mobile offshore

installations. They each have POB capacity of 28, length of 55 metres, breadth of 13.8 metres and

crane capacity of 12 tonnes. AHTS vessels are equipped for various additional services, including firefighting, rescue operations and oil recovery. When not performing anchor handling and towing

services, our AHTS vessels also have supply capacities, but with less carrying capacity in comparison

to platform support vessels. AHTS vessels are typically classified according to their towing capacity,

including the following main features: bollard pull, engine size and winch capacities, which ultimately

determine operating environment and geographic segment. For the years ended 31 December 2011,

2012 and 2013, the average utilisation for our AHTSs was 99 per cent., 99 per cent. and 98 per cent.,

respectively.

Employment of our SESV fleet

One of the key performance indicators for our SESVs is their utilisation rate. We define utilisation as

the percentage of available days in a relevant period during which an SESV is under contract and in

respect of which a customer is paying a day rate for the charter of the SESV. Periods during which

the SESV is not available for hire due to planned upgrade work, transit time for long-term relocation

to a new region or construction are not included in the available days figure used in the calculation.

In calculating available days for each SESV in a given year, we also subtract from a base of 365 days

those days spent on mobilisation and demobilisation, planned refurbishment and, in the case of a

newly constructed SESV, delivery time. Maintenance days that are included in our contracts arecounted as available days (typically 12 per year). Apart from the delivery period for our third Large

vessel, there are no material mobilisations, demobilisations or planned refurbishments currently

anticipated to occur in 2014.

45

The following table sets out available days and utilisation, by vessel, for each of the years ended

31 December 2012, 2012 and 2013.


2008 2009 2010 2011 2012 2013 Average 2008-2013

Available

days(1)%

Utilisation(2)Available

days(1)%


days(1)%


days(1)%


days(1)%


days(1)%


days(1)%

Utilisation(2)

LargeEndurance ........ NA NA NA NA NA NA 353 93% 214 100% 365 100% 311 98%Endeavour........ NA NA NA NA NA NA 211 100% 351 87% 365 76% 309 87%

SmallNaashi .............. 245 93% 334 100% 319 100% 365 100% 365 100% 365 96% 332 98%Kamikaze ......... 306 100% 365 93% 287 100% 365 95% 365 98% 365 90% 342 96%Kikuyu ............. 366 100% 365 100% 365 99% 365 99% 365 100% 243 84% 345 97%Kawawa ........... 245 100% 365 100% 365 90% 365 34% 365 99% 365 100% 345 87%Kudeta ............. 153 100% 365 100% 365 53% 365 59% 365 92% 320 100% 322 84%Keloa................ NA NA NA NA 292 32% 365 48% 365 100% 321 97% 336 69%Kinoa ............... NA NA NA NA NA NA NA NA 125 100% 365 100% 245 100%

Notes:

(1) Available days defined as the number of days during which a vessel is available for hire.

(2) Utilisation is defined as the percentage of days in a relevant period during which the vessel is under contract and in respect ofwhich a customer is paying a day rate for the charter of the vessel. Periods during which the vessel is not available for hire due toplanned upgrade work, transit time for long-term relocation to a new region or construction are not included in the utilisationcalculation.

The following tables set out certain information regarding our revenue by vessel class for the years



Revenue 2011

Percentage

of total 2012

Percentage

of total 2013

Percentage

of total


Large ......................... 54.0 50% 62.2 44% 77.7 42%

Small.......................... 46.7 44% 74.7 52% 94.5 51%

Other ......................... 6.2 6% 5.7 4% 12.1 7%

Total .......................... 106.9 100% 142.6 100% 184.3 100%

Backlog

As at 31 December 2013, we had a backlog of U.S.$434 million, of which U.S.$228 million was in

respect of firm period contracts and the remainder related to extension options that can be exercised

at our clients’ discretion. We seek to deploy our SESVs across a portfolio of contracts balanced

between longer and shorter term contracts. We believe that this allows us to maximise our utilisation

rates across our fleet, maintain visibility over our short- to medium-term cash flows, and manageclient concentration risk and exposure to oil and gas sector cycles. All but one of our SESVs are

currently engaged on medium- to long-term contracts in the MENA region and in Northwest Europe.

These contracts have remaining terms of three months to three years, with extension options ranging

from a further one to two years. The remaining SESV which is currently working on short-term

construction and maintenance projects is being offered for a variety of similar and longer-term

opportunities commencing in 2014.

46

The following table sets out our firm period contract backlog, including extension options and other

selected information by vessel as at 31 December 2013.

Currentcontract

start date

Current

contractfirm period

end date

Contract

extended

up to(option

exercised)

Further

contract

extensionoptions

available

Location and type

of work

Large

Endurance .................. 14-Aug-12 14-Aug-13 14-Aug-15

1 year + 6

months UK/Maintenance

Endeavour .................. 29-Sep-13 28-Jan-14 — 2 months

UK/EOR/

Construction1-Apr-14 30-June-14 — — UK/Maintenance

Small

Naashi ........................ 6-Jan-13 6-Jan-16 — 2 years MENA/Well Services

Kamikaze ................... 13-Jul-13 13-Jul-16 — 2 years MENA/Well Services

Kikuyu ....................... 15-Dec-12 14-Dec-15 — N/A

MENA/

Maintenance/Well

Services

Kawawa ..................... 21-Sep-11 21-Sep-13 22-Sep-14 1 + 1 year MENA/Well ServicesKudeta........................ 1-Dec-13 31-Mar-14 — 2 months MENA/EOR

Keloa.......................... 24-Mar-13 24-Mar-16 — 2 years MENA/Well Services

Kinoa ......................... 28-Aug-12 28-Aug-14 — 1 year MENA/EOR

The following table sets out our SESV backlog as at 31 December 2013.

Firm

period

Extension

option

Total

backlog(1)

Average

remaining

contract

duration(2)

(U.S.$m)

Large...................................................................... 63 70 133 1.7 years

Small ...................................................................... 161 134 296 2.8 years

Other...................................................................... 4 1 5 0.8 years

Total ...................................................................... 228 205 434 2.2 years

Notes:

(1) Backlog equals: (charter day rate x remaining days contracted) + ((estimated average POB x daily messing rate) x remaining dayscontracted) + contracted remaining unbilled mobilisation and demobilisation fees. Includes extension options.

(2) Including extension options.

There is currently high market demand for both classes of our SESVs on a regional and global basis.

As at 31 December 2013, we had 86 per cent. of our backlog fully committed for 2014, 52 per cent.

for 2015 and 16 per cent. for 2016. In addition, our two AHTS vessels are contracted in the MENAregion until early 2015 and mid-2014, respectively and our accommodation barge is currently

deployed on a short-term contract in the MENA region.

The following table sets out the phasing of our backlog as at 31 December 2013.

2014 2015 2016 2017-2018

(U.S.$m)

Firm period............................................................ 152 63 13 —

Extension option.................................................... 24 60 66 56

Total ...................................................................... 176 123 79 56

47

As at 31 December 2013, the average full term of our contracts (including portions already completed

at that date) was 2.8 years, including extension options. We have a geographically diverse backlog

that relates to both offshore oil and gas and offshore wind contracts. We continue to receive

enquiries regarding vessel availability globally and believe that our current level of backlog issustainable.

Clients

We charter our vessels to a blue-chip client base, including NOCs, IOCs, EPC contractors and OEMs

and offshore renewable energy companies. We have longstanding relationships with many of these

clients, some of which go back more than 30 years.

The following table sets out certain information regarding our top clients by category.


2011 % of total 2012 % of total 2013 % of total


NOC .......................... 27.7 25% 38.4 28% 74.8 40.5%

IOC............................ 16.2 15% 49.6 33% 52.8 28.6%

EPC ........................... 35.4 35% 26.7 19% 19.8 10.7%

Renewables ................ 27.6 25% 27.9 20% 36.9 20.0%

Total .......................... 106.9 100% 142.6 100% 184.3 100%

Our customers are most often the owners of the oil and gas or renewables assets that require

construction and/or maintenance with the support of our vessels. We do sometimes, however, charter

our vessels to subcontractors that have been hired by the owner to carry out these services. We have

pre-qualified status with several key regional NOCs, including ADNOC, Saudi ARAMCO and Qatar

Petroleum, which we believe presents a key competitive advantage over new market entrants that

would be subject to a lengthy and complex qualification process. Many of our NOC clients also have

additional certification requirements with which we must comply, both for the vessels and for theexperience levels of the crew that operate them. We have cultivated relationships with a range of EPC

companies in addition to international oil and gas companies to diversify our client base and gain

access to new markets. In the MENA region, direct marketing to existing and potential NOCs and

EPC contractors will continue to be our primary method of business development. We take a similar

approach in Northwest Europe, but also undertake marketing activities through brokers, which are

often appointed by existing or potential clients. In the offshore renewables market, our clients are

most often companies that construct wind farms for large energy providers.

Contracts

Contract terms

We charter our vessels under time charter contracts (‘‘T/Cs’’). We secure T/Cs on either a short- (i.e.,

less than 12 months), medium- (i.e., one to three years) or long-term basis (i.e., three to five years).

Contract duration typically depends on the type of work required. Construction support, wind farm

installation and accommodation contracts tend to run from six to 18 months, while maintenance

support, EOR and well services contracts tend to run approximately one to five years. The mostcommon format of a long-term contract is a three-year firm period followed by either a two-year

extension option or two one-year extension options, in each case exercisable at our client’s discretion.

Since 2007, 89 per cent. of our contract extension options have been exercised.

We obtain our T/Cs through competitive tender processes. Tender processes vary considerably by

client and project type. Our management team has significant experience in navigating tender

processes, which we believe increases the likelihood of our success in winning contracts. The tender

process begins when a customer issues a request for quotation or expression of interest. This requestis typically sent to a number of vessel operators and requires an indication of pricing and availability

of the vessel proposed to be used for the project, as well as other specifications, including the scope

of work, the water depth and the POB capacity required. The client then issues an invitation to

tender for the project to a selection of vessel operators that responded and which qualify to

undertake the required work. Those vessel operators then submit detailed bids for the project, from

48

which the client will make a selection based upon certain criteria which would typically include

availability, price and technical suitability. A limited number of our clients require that we post bid

bonds when we tender for the contract and, in certain cases, we are required to post performance

bonds following the award of the contract.

Historically, we have been successful in rolling over our expiring contracts into new contracts with

repeat clients. We believe this reflects our strong client relationships and high operational standards,

as well as a desire by both parties to avoid a prolonged tender process where possible. In particular,

from our point of view, the avoidance of posting a bid bond and potential time off-hire while

awaiting the result of the tender increases the efficiency of our operations significantly. Performance

bonds typically amount to 10 per cent. of the annual contract value. Three Small vessels currentlyhave performance bonds in place. T/Cs typically require that, in addition to the vessel itself, which

includes any spare parts, maintenance and drydocking, we provide crew, insurance and hotel staff and

food. The hotel staff and food are subcontracted through a third party. Operational risks of

breakdown and repair of the SESV also remain with us. However, we do not assume any

responsibility for the activities undertaken by our clients with our vessels. Consumable items directly

associated with the work such as fuel, fresh water, port charges and offshore logistics are also all

borne by the client.

Under T/C contracts, the client is required to provide fuel and necessary logistical support from

helicopters and supply boats, and delays and/or losses resulting from adverse weather conditions also

rest with our clients. Our contracts follow the general principles of an international standard form

time charter party, typically BIMCO Supplytime 2005. Our NOC clients tend to have their own

contract formats that we use in our dealings with them.

As a general matter, our NOC customers tend to have longer-term contracts, with lower POB

requirements and comparatively lower day rates. These contracts tend to be retendered on expiry, but,where we are successful in the retender, we see little to no downtime for our vessels, which helps to

offset the effect of comparatively lower day rates for longer-term contracts as compared to those

contracts of a shorter duration. There is little or no mobilisation and demobilisation risk and frequent

intrafield moves are often required. Our contracts with EPC customers tend to be shorter term, with

higher POB requirements and comparatively higher day rates. There is some mobilisation and

demobilisation risk and intrafield movements tend to be less frequent. These characteristics are

applicable in both the MENA region and Northwest Europe, although contract terms in Northwest

Europe have typically been shorter and day rates have been higher, in part due to the more costlyoperational standards with which we must comply in the region, as well as the work in Northwest

Europe that has been Capex-led, and therefore shorter term in nature. In addition, oil and gas clients

in Northwest Europe tend to manage project costs and, consequently, contracting strategy differently

than many of our MENA clients. Our contracts contain liability and indemnity provisions that we

believe are standard for the industry and in most cases stipulate that each party to the contract takes

responsibility for their own property, personnel and any subcontractors they engage in the

performance of the contract. Contracts also typically contain both ‘‘for cause’’ and ‘‘for convenience’’

termination provisions. For cause termination would require a major default by one of the parties.We have not had a contract terminated for cause under our current management. A termination for

convenience clause is more common in NOC contracts and allows termination with a notice period of

usually between 60 and 180 days. Termination for convenience is relatively rare, but, when it occurs,

we are paid the contractually agreed day rate for the term of the notice period and, in some cases,

have had our vessels returned to us before the notice period expires, allowing us to recharter the

vessel while still collecting the agreed day rate.

Our revenue is derived from our vessel operations, and includes the daily rates we charge to charterthe vessel, fees for hotel and catering services that are charged per person per day, and, in certain

cases, charges for the mobilisation and demobilisation of our vessels. We provide catering services

through a third party supplier with whom we have a long-term relationship. Mobilisation charges,

where applicable, reflect the cost of repositioning the SESV to the new contract location, along with

any modifications or upgrades required to be made to perform under the new contract.

Demobilisation charges, where applicable, include the cost of repositioning and reinstating the SESV

to the original condition at the end of the contract and repositioning. These are typically lump sum

charges paid by the client at the beginning and the end of the contract, respectively, and areeffectively represented through higher day rates.

The substantial majority of our contracts are negotiated with an extension option clause for a certain

length and day rate term. The options are exercisable at the client’s discretion with between 60 and

49

180 days’ notice, depending on the duration of the option period. If our client elects to extend the

contract, the existing day rates typically continue to apply. This pricing dynamic usually provides an

additional incentive for the client to exercise the extension option, thus giving us more certainty over

the realisation of our backlog and our revenue streams. In the MENA region, our primary market, itis common practice for our NOC clients to exercise the extension options rather than renegotiate a

new chartering contract, given the complex internal approval process a new contract requires. Over

the period of 2007 to 2013, there were only two instances where an option was not exercised by one

of our clients and several instances where additional extension periods were requested, beyond those

contained in the original contract. Two of our Small vessels have been working consecutively on the

same well services activities for our largest client, ADNOC (and/or its subsidiaries), for the past 14

years following a consecutive series of exercised extensions and retenders. In addition, another of our

Small vessels has been working continually for the past eight years on well services activities forOccidental in Qatar on a series of three-year contracts and renewals.

SESV Construction and Project Management

Our SESV construction and project management function is primarily engaged in the construction

and outfitting of our SESVs at our 34,820m2 construction and logistical base located on 120 metres

of waterfront in the Mussafah industrial area of Abu Dhabi. This facility has construction capacity tobuild up to three new SESVs at a time over a 12-month period, and, since 2007, has constructed one

Small and two Large SESVs and refurbished two additional Small SESVs. Our new-build programme

envisages one to two vessels constructed per annum. This facility is ISO 9001, 14001, OHSAS 18001

and BSI compliant.

Our SESV construction and project management function, through our technical department, manages

and constructs SESVs for our vessel operations. The technical department is responsible for the

development and construction of the new-builds, under the supervision of our technical director. The

department is also tasked with developing the vessel designs we adopt, in collaboration with

established rig designers such as Gusto and Wartsila. We license the designs from Gusto and Wartsilaon a non-exclusive basis and make further amendments to those designs to customise our SESVs to

meet the needs of our clients. We are required to purchase a licence for the design for each new

SESV that we build.

By operating our own construction facility, we believe that we are able to respond to identified

market demands more quickly than our competitors that rely on third party shipyards. Unlike

conventional shipyards, we have no slots to fill, no other major projects that can impact our

construction schedule and no risk of disputes over warranty issues in relation to the assets. With the

ability to construct any of our SESVs in six months from the date of arrival of the hull and other

major components, we believe we can deliver new-builds quicker than our competitors, independent ofoverall market conditions. We are also better positioned to adapt new-builds to last minute client

changes during the build cycle at lower cost and on reduced lead times.

Our integrated SESV construction and project management model is based on a philosophy of

outsourcing certain functions, including steel and hull construction, to competitive high-quality, low-

cost yards in China and sourcing other major components from around the world. The external

provision of these key items allows us to shorten the time taken to outfit the SESVs at our Musaffah

facility. In addition, the Musaffah facility has the option to employ directly or to subcontract sections

of the work, such as leg jacking systems and spud cans. For example, in relation to our second Large

vessel construction, the hull was fabricated in and delivered from the Sainty Marine Shipyard inChina (where we have had five other hulls built since 2005), towed to the Musaffah facility and

outfitted with a complete diesel electric propulsion system and a DP2 dynamic positioning system.

Jacking towers were constructed by our own welders, leg rack and chord, leg steel and

accommodation outfitting were all supplied and carried out by high-quality international component

suppliers. The Small vessels were constructed in a similar way using similarly high-quality components

and suppliers. Critical components, including legs and jacking towers, were built based on the same

standards as the Large vessels.

We believe that our construction model allows us to use the most efficient and cost effective routes ofconstruction, while ensuring the highest quality and technical standards are being deployed by

maintaining full responsibility for project management, technical and building supervision. Hull

construction typically takes months and constitutes approximately 10 per cent. of the total vessel cost.

Procurement of other components is managed in parallel to the hull construction and typically

constitutes approximately 68 per cent. of the total vessel cost. The final assembly, testing and delivery

50

phase takes approximately eight months and constitutes approximately 22 per cent. of the total vessel

cost. We believe that our in-house construction capabilities allow us to substantially lower the cost of

our SESVs compared to comparable vessels built by third party shipyards. For example, we estimate

that we have been able to construct our Large SESV at a 30 per cent. discount to a vessel of similardesign that is manufactured by one of our competitors at another third party shipyard in the Middle

East.

During the construction phase, all key components are inspected by independent specialist consultants

and third party quality control companies, and supervised by our senior and middle management.

The requirements of Marine Pollution Prevention and Safety of Life at Sea regulations form the core

of our SESVs design and are integrated into their specifications from the design phase and

implemented throughout their lives. All of our vessels are ISM certified and specially designed, built,

powered and fitted to the highest quality standards to meet the most challenging requirements of our

clients. All vessels are also ABS classed and constructed according to the applicable ABS construction

standards for self-elevating vessels. All records are kept internally and passed on to the operationsteam when the vessels move into the operational phase.

In addition to new-build SESV construction, we also use our Musaffah facility to perform majorvessel conversion and upgrade work such as leg lengthening (e.g., on one of our Small vessels in

2008), installation of upgraded jacking systems (e.g., on two of our Small vessels in 2010) and

conversion work for additional accommodation and crane enhancements. In 2010, we constructed a

blade rack for one of our Large vessels, as part of entering the contract for Scira Offshore Energy

for the wind turbine installations at the Sheringham Shoal wind farm project. We are also able to

provide our charter clients with timely repair and maintenance services, as we can leverage in-house

support from the individuals that built the systems into the vessels and their in-depth knowledge of

the vessels during the operational support phase.

We employ a flexible cost base model pursuant to which we employ approximately 15 people in the

SESV construction and project management function when we are not engaged in construction of ourSESVs. The personnel of the construction function can be scaled up depending on its activity level, to

a maximum of 600 employees during times when we are outfitting an SESV at our Musaffah base.

Following completion of an SESV, we again reduce personnel to a minimum regular crew to support

operations, therefore maintaining an overall cost-effective structure.

Procurement and suppliers

Unlike a shipyard, which often deals with a large number of suppliers and vendors, we maintain

long-term relationships with our high-quality core suppliers through the initial sourcing of

components and often through ongoing maintenance agreements once the SESV is operational. Our

key suppliers include Rolls Royce, Hydralift, BLM, Kongsberg, Gusto MSC and Wartsila. We believe

that the length and depth of our relationships with our key suppliers are critical as they allow us to

benefit from substantial economies of scale in the procurement of goods and services such as

equipment parts and subcontracting work, which strengthens the viability of our low-cost model.Relationships with suppliers and subcontractors also provide us with market intelligence on

technologies which are sought after by end-users. Our supplier relationships also allow quick

turnaround of any urgent and unscheduled maintenance work or order changes.

As an operating company that partners with selected suppliers, we believe that we have a better

relationship with our supply chain than a third party yard that has to fit owner-specified equipment

on the different vessels that it is constructing. We believe that this results in our having greater

financial influence over our suppliers and allows us to achieve favourable prices, contractual terms

and lead times when ordering equipment for new-builds or upgrades.

Supplier concentration risk is mitigated by the diversity of components required in the construction of

our SESVs, which results in our having to source equipment for our vessels from a diverse pool of

suppliers. While we have a preference to use the same group of major providers for each vessel,

which results in lower inventory of critical spares, a tendering process is used to ensure that suppliersremain competitive on price. When tendering for major vessel components, the main factors we

consider in awarding contracts are quality, price and delivery schedule.

Competition

We compete with operators of marine offshore service vessels in the MENA region and Northwest

Europe to provide support services to clients in the oil and gas and offshore renewable energy

markets, respectively. In recent years, there has been limited new-build activity in the MENA region

51

despite the increased maintenance requirements of ageing oil and gas infrastructure. We believe that

our new-build programme will provide us with a competitive advantage in our key markets and

others where we are looking to expand our operations. We regard our primary competitors in this

market to be Millennium Offshore Services, Hercules Offshore, NPCC and Gulf DrillingInternational.

New-build activity aimed at servicing the high-end wind turbine installation sector within the offshore

renewables market in Northwest Europe has increased dramatically in recent years. We believe that

our Large vessels offer, and that our Mid-Size vessels will offer, clients higher technical specifications

than most of our competitor’s new and existing vessels and we are able to offer them at competitive

day rates, due to our cost-efficient construction model. We regard our primary competitors in this

market to be Seajacks, Jack-Up Barge BV and Workfox.

Property

We lease the property on which our construction and logistical base and offices are located in

Musaffah, Abu Dhabi pursuant to a three-year lease (which is standard for the region) at a rate of

U.S.$273,000 per year, that will expire in 2016. We own the buildings and equipment located on our

site in Musaffah. We established our operations there in 1977 and have renewed our lease periodically

since then. We also have offices in Aberdeen which are leased through 2016.

Insurance

We carry insurance that we believe is common in our industry and sufficient to cover the principal

risks of damage to our business. Our coverage includes hull and machinery coverage and our fleet isinsured for market value. We also have third party liability cover for our vessels and crew and

builders all risk insurance which covers vessels under construction and is placed on a project-by-

project basis. In addition, we have a number of other standard insurance policies in place covering

workmen’s compensation, employers’ liability and property insurance, among other things. In

common with other companies in our industry, and due to high cost and limited cover, we do not

carry business interruption insurance to compensate us for lost revenue in the event that one of our

vessels is damaged.

Health and Safety and Environment

We place a high priority on managing the risks inherent in the industry in which we operate and we

are committed to compliance with the highest national and international HSE standards. We employ

an integrated management system covering the quality, health, safety and environmental principles

and objectives of our business, which is implemented throughout all offshore and onshore operations

and aims to provide innovative and sustainable solutions to monitor our HSE performance and

continuously improve the necessary safeguards to protect our employees and minimise our impact on

the environment. This system complies with the internationally recognised ISO standards, including

ISO 9001, ISO 14001 and OHSAS 18001, and has received all local environmental certifications. Wehave UK North Sea Safety Case to operate both our Large SESVs.

Health and safety

Health and safety is a key priority for us in both our onshore and offshore operations. Since 2007,we have implemented robust health and safety reporting policies to maximise preventative

maintenance and risk management. Our integrated health management system is accredited by the

British Standards Institute. Health and safety records are often considered by our clients when

assessing bids for tenders and we regard our historical performance in this area as a competitive

advantage. For each of the years ended 31 December 2011 and 2012 we had zero lost time incidents

(meaning an injury that requires more than three days off work) in our fleet and in our onshore

operations. We had one lost time incident in 2013. The Kamikaze has not had a lost time injury in

14 years and the Kikuyu has had only one in nine years.

Environment

We are committed to conducting our business in a manner that protects the environment andpreserves the areas in which we operate. Key areas of focus for our environmental policy include the

prevention of pollution incidents in the context of our offshore and onshore operations. We complete

on a regular basis a detailed environmental impact assessment for our offshore and onshore

operations with a view to identifying weak areas in our environmental management. We have also

invested significant resources over recent years in carrying out an environmental campaign which

52

focuses on increasing the awareness of our employees and contractors and promoting positive

behaviour towards the environment.

While many of our clients in the oil and gas industry use our vessels to support activities that are

inherently hazardous, our liability for environmental damage resulting from an incident with one of

our vessels is limited. Our contracts typically contain ‘‘knock-for-knock’’ provisions which restrict our

liability to damage to our own vessels and personnel.

Waste management is also important to our operations due to our construction activities. As a

consequence, we maintain strict controls and reporting requirements with authorities and applicablelegislation on the types of waste we generate and the disposal methods, while the Abu Dhabi

Environment Agency (‘‘ADEA’’) conducts an annual site audit of our premises from a waste

management and environmental standpoint. In addition, we only use an ADEA approved contractor

for our waste disposal at our base in Musaffah.

Employees

We employed an international workforce of 433 full-time employees as at 31 December 2013.

Approximately 29 per cent. of our employees are onshore-based, primarily employed at ourheadquarters in Abu Dhabi. They cover all areas of operation, including vessel operations,

commercial and business development, technical and construction, finance, human resources,

procurement, HSE and IT, and provide support to the whole fleet. The remaining 71 per cent. of our

employees comprise offshore crew. They man the vessels and are responsible for the day-to-day

operations of the fleet. When SESV construction work is performed, we use either temporary direct

hires or hires through local manning agencies. The expense associated with the larger workforce

needed for SESV construction is capitalised against the cost of the SESV. In addition, we have a

small team based in the UK, which provides on-the-ground support to our marine activities in theregion.

The following table sets out a breakdown of our employees by function as at 31 December 2013. Wehad no significant SESV construction activity at that date. We expect our workforce to significantly

increase in 2014 due to SESV construction activity in connection with our new-build programme.

As at

31 December

2013

Onshore

Technical department........................................................................................................ 35

Technical yard................................................................................................................... 9

Support services ................................................................................................................ 23Operations......................................................................................................................... 23

Finance.............................................................................................................................. 20

Human resources .............................................................................................................. 9

Commercial ....................................................................................................................... 4

Management ..................................................................................................................... 2

Offshore ............................................................................................................................ 308

Total ..................................................................................................................................... 433

53

PART VI: INDUSTRY OVERVIEW

Unless indicated otherwise, market data, statistics and information in this Part VI of this Prospectus in

respect of SESV markets, including statements of expectation, projections and forecasts, have been

extracted from the Douglas-Westwood Ltd. Report.

The Company confirms that all third party information contained in this document has been accurately

reproduced and, so far as the Company is aware and is able to ascertain from information published by

that third party, no facts have been omitted that would render the reproduced information inaccurate or

misleading. Nonetheless, in light of the absence of publicly available information on a significant

proportion of participants in the industry, many of whom are privately owned operators, the data on

market sizes and projected growth rates should be viewed with caution. Moreover, in considering

industry-wide trends and opportunities discussed below by Douglas-Westwood Ltd., investors should be

aware that, given the Group’s particular strengths and strategies, on the one hand, and its risks, on the

other, the impact on the Group of such trends and opportunities may be more or less than their impact

on the industry as a whole. Additional factors which should be considered in assessing the usefulness of

the market and competitive data and, in particular, the projected growth rates are described elsewhere in

this Prospectus, including those set out in the section headed ‘‘Risk Factors’’.

Industry Overview

The Oil and Gas Industry

Demand

Global oil and gas consumption increased to 96 million barrels of oil equivalent per day (‘‘mmboed’’)in 2012, surpassing 2007 pre-crisis levels of 92 mmboed, according to BP’s Statistical Review of

World Energy 2013. Demand for oil and gas has recovered since the global financial crisis on the

back of improving macroeconomic conditions globally and rapid industrialisation of developing

countries in Asia Pacific.

The International Energy Agency (‘‘IEA’’) (in its latest World Energy Outlook report of November

2013) expects long-term global demand for oil to continue its upward trend based on rapid

industrialisation in emerging economies, growing world population coupled with rising GDP per

capita, and accelerated globalisation. The IEA projects that global oil demand will grow to 101 million

barrels per day (‘‘mmbpd’’) by 2035 from 87 mmbpd in 2012. The driving force behind this demand

is largely attributed to the Asia Pacific (‘‘APAC’’) region, particularly China and India, and the

Middle East as their economies continue to industrialise over the coming two decades.

The following map shows the key expected centres of energy demand in 2035, according to the IEA.

Primary Energy Demand – 2035 (bnboe)

Note: Toe/boe conversion rate of 7.33. Source: IEA – World Energy Outlook 2013.

United States

Brazil

Japan

India

SoutheastAsia

Middle East

Africa

China

29.816.4

12.5

11.37.3

3.27.7

7.5

10.0

3.5

Europe

Eurasia

54

According to the IEA, the APAC region is expected to account for 65 per cent. of global energy

demand growth from 2012 to 2035, with Europe and the Americas expected to experience the smallest

increase in primary energy demand due to stagnating economic and demographic growth patterns,

and due to improved energy efficiency. The Middle East is also expected to move to the forefront ofenergy consumers, anticipated to become the world’s second-largest gas consumer by 2020 and third-

largest oil consumer by 2030, redefining its role in global energy markets.

Share of Global Demand Growth 2012-2035

Source: IEA – World Energy Outlook 2013.

Non-OECD Asia

CAGR: 2.1%

Middle East

CAGR: 2.1%

AfricaCAGR: 1.6%

Latin AmericaCAGR: 2.0%

EurasiaCAGR: 0.7%

OECDCAGR: 0.1%

65%10%

8%

8%5% 4%

Due to the rise of abundant gas supplies and increased environmental awareness, the IEA expects

natural gas to become an increasingly important fuel in the decades to come. According to IEA,

natural gas demand is expected to grow faster than total energy demand, by 1.6 per cent. per year on

average until 2035, resulting in an increase in gas’ market share. Within the next 20 years, the IEA

forecasts gas to increase its share of global energy demand mix to 25 per cent. in 2035, whilst oil

demand share is expected to decrease from 32 per cent. in 2012 to 27 per cent. in 2035. This is

supported by the significant number of gas discoveries that are coming on-stream and several pipeline

and Liquefied Natural Gas (‘‘LNG’’) infrastructure projects that are being developed globally such asin Russia and Europe.

Supply

Since the global financial crisis, the supply of oil and gas increased by approximately 8 per cent. to

reach 144 mmboed1 in 2012 as the global economy has gradually been improving. The role of OPEC

is a critical factor in determining long-term oil and gas supply with more than 70 per cent. of proved

oil reserves and 43 per cent. of global production being sourced from OPEC countries at the end of

2012, according to BP’s Statistical Review of World Energy 2013. In 2012, approximately 49 per cent.

of global oil reserves were concentrated in the Middle East, making the region essential to the future

oil supply requirements of the industrialised and emerging economies. Short-term supply can beheavily influenced by current political and economic events, but long-term supply is dependent on oil

price and long-term infrastructure investment.

Technological advancements and rising oil prices are opening the door for new oil resources such as

shale oil deposits, oil sands and ultra-deepwater offshore fields that were previously considered too

difficult and expensive to access. However, the IEA does not expect the world to be on the verge of

an era of oil abundance. In addition, although rising oil output from North America and Brazil will

reduce the role of OPEC countries in satisfying the world’s demand for oil over the next decade, the

Middle East – the only major source of low-cost oil – is expected to take back its role as the leading

source of oil supply growth from the mid-2020s. Despite new resources opening up, NOCs and their

host governments still control 80 per cent. of the world’s proven-plus-probable oil reserves.

1 Differences between global oil and gas consumption figures and production statistics are accounted for by stock changes,consumption of non-petroleum additives and substitute fuels, and unavoidable disparities in the definition, measurement orconversion of oil supply and demand data.

55

Contributions to Global Oil Production Growth


(8) (4) 0 4 8

Oil sands, extra-heavy oil, coal/gas-to-liquids & other

Light tight oil

Rest of the world

Brazil

Middle East

2013-2025 2025-2035

mmbpd

Conventional:

Unconventional:

The shale gas boom in North America and expansion of LNG trade have made ample gas supplies

available in the near-term and bolstered future gas supply prospects. According to the IEA, total gas

production is expected to grow by 55 per cent. from 2010 to 2035. Unconventional gas is expected to

account for nearly two-thirds of the growth and its share in total output is expected to rise from 14per cent. in 2012 to 32 per cent. in 2035.

Pricing Dynamics

After experiencing exceptional volatility during the global financial crisis, when Brent crude price

ranged from a high of U.S.$144/bbl in July 2008 to a low of U.S.$37/bbl in December 2008, oil

prices have moved in a range between U.S.$90/bbl and U.S.$130/bbl over the past 30 months. Unrest

and supply disruptions in the MENA region, along with prospects for improved economic growth in

the years that followed the global recession of 2008 to 2009, have helped keep prices relatively high.The Brent crude price traded in a range of U.S.$88-128/bbl during 2012, ending 2012 at U.S.$110/bbl.

In 2013, until late November, Brent crude price traded mostly in a relatively narrow band of U.S.$98/

bbl to U.S.$119/bbl with no supply or demand imbalances, high levels of inventories of crude oil,

increasing OPEC spare production capacity and a strengthening global economy. In late November

2013, Brent crude prices fell to a four-week low of U.S.$108/bbl, following Iran’s deal to curb some

of its nuclear activities in return for easing of international sanctions. Brent crude prices have since

continued their decline to U.S.$106.5/bbl in January 2013 as the prospect of lifting sanctions on

Iranian oil increased and hopes for a recovery in Libya oil production improved.

Brent Crude Price Performance

Source: Bloomberg, IEA.

20

40

60

80

100

120

140

160

Jan-08 Jan-09 Jan-10 Jan-11 Jan-12 Jan-13 Jan-14 Jan-15

US$/bbl

Brent Crude Price (Actual)

December 2010:

Start of the Arab Spring in Tunisia

February 2011: Breakout of the Libyan civil war

November 2013:

Iranian nuclear deal

March 2011: Breakout of the Syrian civil war

April 2012: Concerns about eurozone crisis and China growth mounted

113

’20E ’25E ’30E ’35E

116 121128

Forecasted Brent Crude Price (IEA)

56

The IEA expects Brent crude price to increase to U.S.$128/bbl (in 2012 dollars) by 2035 with a 16

per cent. increase in consumption (from 2012 levels) supporting the development of more costly

resources.

Exploration & Production (‘‘E&P’’) Spending

Drivers

The level of activity of oil and gas companies tends to be the result of long-term capital planning,

which is often implemented over several years and with project time scales exceeding 10 years.

Exploration budgets are, however, strongly driven by current and anticipated oil and gas prices, albeit

with a time lag, which in turn drives the demand for offshore services such as those provided byGMS’s SESVs.

Whereas sustained high and low levels of oil and gas prices can significantly affect respective

companies’ capital expenditures on exploration, development, and drilling activity, operatingexpenditures are usually more resilient to oil price fluctuations. Operating expenditure includes

spending related to supply, logistics, well intervention, maintenance and repair work on installations

during the production and development phase of the field lifecycle, each of which are important in

maintaining production and therefore tend to be relatively stable.

In addition to the outlook for oil and gas price, other factors can affect the investment decisions of

oil and gas companies. Examples include the strategic priorities of governments and oil and gas

companies, the viability of projects and the financial capability of companies.

Global E&P spending is expected to be driven principally by investments in deepwater and ultra-

deepwater production and Enhanced Oil Recovery (‘‘EOR’’) techniques to meet rising demand, as

onshore reserves continue to mature with fewer new prospects in many areas. According to Wood

Mackenzie, in 2012, approximately 28 per cent. of new offshore discoveries (in terms of volumes)

came from deepwater plays, while around 49 per cent. came from ultra-deepwater plays. WoodMackenzie expects deepwater spending to rise by 10 per cent. per year starting from 2012 and to

reach U.S.$114 billion in 2022. EOR spending is expected to increase as some regions, such as the

Middle East, aim to extract the most out of brownfield projects because fewer greenfield projects are

expected to come on-stream.

Outlook

The IEA estimates that the total investment required in upstream oil and gas activities for the period

from 2013 to 2035 is approximately U.S.$15 trillion (in 2012 dollars), including U.S.$9.4 trillion in

upstream oil activities. This investment will be required to provide the capacity needed to meet

growing demand and to offset decline at existing fields, allowing for the higher capital cost ofexploiting more technically challenging sources of supply, such as deepwater and unconventional

projects in non-OPEC countries. Total upstream oil and gas spending in 2013 is expected to be

approximately U.S.$710 billion, representing an increase of 6 per cent. from 2012 and a record for a

fourth consecutive year. Annual global upstream oil and gas investment increased almost three times,

in real terms, between 2000 and 2013.

According to the IEA, there will be a two-paced approach to investment over the coming decades. In

the initial period, which lasts until the early 2020s, the incremental barrel brought to market is

expected to come from investments made by independents whose reserves are constituted largely of

unconventional oil. Reliance for satisfying the additional barrel of demand is expected to switch over

in the 2020s more towards NOCs, notably those of OPEC countries. NOCs are expected to increaseupstream spending as their resources are depleting in light of growing domestic demand and their call

on oil revenue rises to finance projects that meet social and economic developments such as rapid

population growth, rising unemployment and greater investments in education, health and

infrastructure.

57

Global Upstream Oil and Gas Investment


050100150200250300350

0100200300400500600700

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

Index (2000=100)US$bn

Majors NOCsIndependents IEA Crude Oil Price (RHS)Upstream Investment Cost (RHS)

The Middle East region’s share of total upstream investment in oil is expected to increase to

approximately 15 per cent. in 2035 from less than 5 per cent. in 2012. This reflects a gradual rise in

the region’s unit production costs, as the easiest resources are depleted and operators move on to

tackle more difficult and expensive accumulations. Africa’s share of total upstream investment is

expected to increase to around 20 per cent. in 2035 as offshore activity ramps up and excitementsurrounding pre-salt reserves, which are analogous to Brazil’s, increases.

North America, which currently accounts for half of the world’s upstream investment in oil, is

responsible for only one-fifth of output, reflecting the fact that the resources being developed in this

region, notably the Canadian oil sands and light tight oil in the United States, are relatively expensive

to produce. The share of investment in North America is expected to stabilise at around 30 per cent.

of the global total in the projections. Latin America’s global share of capital expenditures rises

sharply in the period to 2020, as production in Brazil ramps up.

Global Share of Oil Production and Investment by Region


0%

20%

40%

60%

80%

100%

Production Investment Production Investment Production Investment

OECD North America Latin America Europe and Eurasia Middle East Asia Africa Rest of the World

2013 2020 2035

Offshore Wind Industry

The European Union has committed to a legally binding target to meet 20 per cent. of its energy

consumption through renewable energy by 2020. Offshore wind is expected to play a significant role

in meeting these targets.

Each member state submitted a National Renewable Energy Action Plan (‘‘NREAP’’) stating how it

intends to meet these renewable targets and what role each renewable technology will play. Under

58

these plans, member states indicated that they will deploy 43.3 GW of offshore wind capacity by

2020. Offshore wind deployment in Europe is currently lagging behind the NREAP targets by an

average of 14 per cent., according to the European Wind Energy Association (‘‘EWEA’’).

The following bar chart shows the projected offshore wind capacity from 2013 to 2020.

Projected Cumulative Offshore Wind Capacity

Source: EWEA.

0

10

20

30

40

50

2011 2012 2013F 2014F 2015F 2016F 2017F 2018F 2019F 2020F

GW

EWEA NREAPs

EWEA expects offshore wind installation capacity to grow by a CAGR of approximately 20 per cent.

from 2012 to 2020. According to EWEA, the offshore wind energy industry needs to invest between

c90 billion and c123 billion by 2020 to meet its deployment targets, increasing its installed capacity

from 6 GW in mid-2013 to over 40 GW by 2020. Nearly 50 per cent. of the additional global

capacity is expected to come from the UK and Germany over the 2013 to 2020 projected period.

Currently there is relatively little maintenance work being carried out on offshore wind farms. As

additional offshore wind capacity gets installed over the next few years, it is expected that more wind

maintenance services will be required in the near future and as platforms get older.

In the first six months of 2013, Europe fully grid connected 277 offshore wind turbines, with acombined capacity totalling over 1,000 MW. Overall, 18 wind farms were under construction. Once

completed, these wind farms are expected to have a total capacity of 5,111 MW. According to

Douglas-Westwood Ltd., there were 2,651 offshore wind turbines installed in 2012.

Annual Installed Offshore Wind Capacity

in Europe (MW) 2012 Installed Offshore Wind Capacity –

Cumulative Share by Country (MW)

Source: EWEA. Note: (1) Other includes Finland, Ireland, Norway and Portugal. Source: EWEA.

0

200

400

600

800

1,000

1,200

1,400

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

H1 Full year

MW

UK59%Denmark

18%

Belgium8%

Germany6%

Netherlands5%

Sweden3%

Other1

1%

Siemens remains the lead offshore wind turbine supplier in Europe with 58 per cent. of total installed

capacity in 2012. Vestas (28 per cent. in 2012) is the second largest turbine supplier. On November

59

2013, RWE announced that it cancelled a U.S.$7.3 billion offshore Atlantic Array wind power project

due to technical challenges and political uncertainty around clean-energy subsidies.

Overview of Shallow Water Mobile Offshore Units

Overview of Self Elevating Platforms

A Self Elevating Platform (‘‘SEP’’) is an offshore working platform with large open deck space, jack-

up legs, living quarters and cranes that can be utilised to perform a broad spectrum of services for

the oil and gas and renewable sectors throughout the offshore energy lifecycle. The SEP jacks up next

to offshore oil and gas platforms and can be used for various purposes. These services include repairs

and maintenance of production platforms, well servicing, well intervention activities and temporaryhousing.

The table below presents the different services offered by SEPs at each stage of the oil and gas field

lifecycle:

Services Supported in Offshore Oil and Gas Fields and Provided by SEPs

Along the Oil and Gas Value Chain

Source: Douglas-Westwood Ltd.

•

•

•

•

ExplorationField

ConstructionProduction

Maintenance

Modifications &

Operations

Decommissioning

SEPs typically not active in this phase

AccommodationCrane Support (Construction)

AccommodationWell Services

AccommodationModification & Maintenance SupportWell ServicesEOR Support

AccommodationCrane Support (Removals)

The deployment of SEPs offers a wide range of benefits to customers including enhanced mobility(excluding jack-up and some accommodation barges), a safer work environment, greater cost

efficiency, and offers accommodation to offshore personnel.

SEP Vessel Types

There are a number of SEP types that can service the oil and gas and wind industry: the Self-

Elevating Support Vessel (‘‘SESV’’), Jack-up Barge, Wind Turbine Installation Vessel (‘‘WTIV’’), and

Accommodation Barge;

* SESV: Self-elevating vessels designed to cater to a range of offshore assets and equipment such

as drilling products and to support inspection, maintenance, repair, diving and construction

activities. SESVs are generally suitable for water depths of up to 80 metres and canaccommodate up to 300 people.

* Jack-up Barge: Jack-up barges are self-elevating platforms equipped with legs that are loweredto the ocean floor. Jack-ups are generally suitable for water depths up to 60 metres and operate

with crews of 40 to 60 people. Jack-up barges are not self-propelled.

* WTIV: These vessels are specifically built to service the installation of offshore wind turbines.The self-propelled, self-elevating turbine barges provide construction, installation, maintenance

and accommodation capabilities. WTIV are generally suitable for water depths over 65 metres

and can accommodate up to 200 people.

* Accommodation Barge: Designed to comfortably and safely accommodate work personnel and

crew in four man, two man and single man cabins. Typically an accommodation barge will

provide office space, recreation space, mess rooms and a range on onboard medical facilities

alongside accommodation. These barges can accommodate over 400 people. Accommodation

barges are not self-propelled.

60

Positioning SESVs Against Other Alternatives

The table below highlights the key similarities and differences of each alternative to the SESV type of

unit:

SESVs and Alternatives

Note: (1) OSV day rates only apply to those vessel types that do not have self-propulsion and thus require anOSV to tow them into position, adding to costs. (2)Waiting for suitable weather to allow vessel moves. Source: Douglas-Westwood Ltd.

Barges Jack-Up Barges SESVs WTIVs

MonohullVessels

Jack-Up Rigs

Symbol Key:Services Offered Services not offered

! Potential to offer servicesEMAS Lewek

Champion FastnetJack 1 GMS Endeavour SPO Pacific Orca

Seatrucks Jascon55

Saipem PerroNegro 8

Overview

Not seen as an immediatethreatLower up -front costs, but additional costs incurred to have the barge towed and moored to location

Seen as a directcompetitor tolower-end SESVsMain weakness:Lack of selfpropulsion canincrease operationalcosts

GMS’s vessels fall within this groupVessels in this category are direct competitors

WTIV are typically dedicatedvessels that donot compete in the O&GmarketPotentialcompetitors ifthe renewablemarket collapses

Not seen as a direct competitor Not limited to deepwater activity, though less competitive in shallow water region

Secondary competitor to the very top end SESVs. Should only be viewed as a threat when jack - up day rates are low

Sectors Oil & Gas Oil & Gas Oil & Gas,Wind Wind Oil & Gas Oil & Gas

Accommodation

Construction Support !

Drilling EOR

Maintenance Support !

Well Services !

Wind Installation and maintenance

Typical Day Rates US$15-45k US$30-70k US$40-120k US$120-200k US$100 - 250k US$95 -250k

OSV Day Rates (1) $1 -4k $8-12k Self-Propelled Self-Propelled Self-Propelled $24-36k

AdditionalPotential

Costs

Add’l WW(2)

days Tugs/Fuel

Accom’n

Potential Competition LOW LOW HIGH MEDIUM LOW LOW

Self-elevating Platforms

Self-propelled Platforms

Wo

rk

Ty

pes

Accom’n

In contrast to SESVs, jack-up barges are not self-propelled, which reduces their effectiveness to

conduct well intervention, maintenance and EOR works that require frequent moves from platform to

platform. Furthermore, WTIVs require higher day rates than SESVs, making them uneconomical for

many oil and gas work assignments. Another competitive advantage of SESVs is the stable work

platform, which improves Health and Safety for work scopes such as well intervention and EOR as

hazardous materials are potentially in use.

Monohull vessels and jack-up rigs represent alternatives to SESVs in the oil and gas market. Unlike

jack-up rigs and barges, SESVs can reposition themselves at an offshore site or move to a new

location without any assistance, and are more stable with larger deck space and accommodation

capacity. Furthermore, the recent advancement in the size and complexity of SESVs has furtherstrengthened their position as a leading choice of service provider in the oil and gas market.

Previously, SESVs were made largely for very shallow waters and calmer conditions; however, this is

no longer the case given the move of oil and gas companies in Europe, Asia and Africa into deeper-

waters. Modern SESVs, such as our Large SESVs, have deck load capacity higher than 700mt

61

compared to previous capacity of only 50mt. Furthermore, modern SESVs can operate in more than

60 metres of water compared to only 10 to 20 metres capacity for older versions.

Among the alternatives to SESVs presented above, WTIVs are currently the only ones that present a

real threat to SESVs’ competitiveness in the installation and maintenance of offshore wind farms.

However, WTIVs are more suitable for foundation and generator installation (for their heavy lift

capacity) and less suitable for the installation of transition pieces and blades and maintenance ofoffshore wind farms. WTIVs require higher day rates than SESVs, making them uneconomical for use

in the entire installation process. Instead, it would be economic for SESVs to work in tandem with

WTIVs whereby the foundation is installed by the WTIVs followed by the installation of the

transition pieces by the SESVs. The WTIV would then go back and install the generators followed by

the SESVs to install the blades. This offers a cost-effective solution to wind farm operators by

helping them maximise returns.

Overview of the SESV Market

Introduction

As highlighted in the previous section, SESVs are used throughout the lifecycle of an offshore oil and

gas field, from construction to decommissioning, and are widely used for installation and support

within the offshore wind industry. In the offshore wind market, SESVs are used for installation and

maintenance of wind power equipment (e.g., foundations, towers, turbines, blades and small

substation modules).

Current Global Fleet

The SESV fleet in GMS regions of operation comprises, on one hand, established players with older,

lower spec SESVs and, on the other hand, more recent entrants with smaller size, younger and higher

specification fleets. GMS sets itself apart from other competitors through its modern and

technologically advanced fleet.

The U.S. Gulf of Mexico (‘‘GoM’’) is the largest SESV market, with over 150 liftboats; however, the

vessels in the GoM workover market have not been considered as part of the global fleet as they

would need major upgrades to be certified to operate outside the GoM. Other major SESV regions

are the MENA region, West Africa (‘‘WA’’), Southeast Asia (‘‘SEA’’) and Southern North Sea.

The map below illustrates the distribution of the current fleet of SESVs with self-propulsion in GMS’s

existing and target regions:

Distribution of Current SESV Fleet

Note: (1) O&G platforms installed as of 2012. (2) O&G platforms installed in water depth less 65 metres asof 2012. Source: Douglas-Westwood Ltd.

ME

NA

Max Water Depth (m) Platform Age (yrs)


So

uth

east

Asi

a

11%

28%61%

0-10 11-20 >20

11 108

1 0

0-25 26-45 46-65 66-80 81-100

0

17

10

1 0

0-25 26-45 46-65 66-80 81-100


Max Water Depth (m)

No

rth

wes

t E

uro

pe

West

Afr

ica

20%

31%

49%

0-10 11-20 >20

Platform Age (yrs)

49% of which are >20 years old(1)

15%

17%

68%

0-10 11-20 >20

68% of which are >20 years old(1)

52% of which are >20 years old(1)61% of which are >20 years old(1)

28

24

30 1,7178

697

487

392

29%

19%

52%

0-10 11-20 >20

1

34

0 0

0-25 26-45 46-65 66-80 81-100

Existing regions Target regions Installed O&G platforms(2) Current SESV fleet

0

13

7

31

0-25 26-45 46-65 66-80 81-100

62

The following chart sets out the projected supply and demand balance of self-propelled jack-up

vessels (excluding NW Europe Wind) from 2013 to 2020.

Supply/Demand Balance Excluding NW Europe Wind

Note: (1) Supply number of vessels include self-propelled and not self-propelled jack-up vessels. Source: Douglas-Westwood Ltd.

0

20

40

60

80

100

120

140

2013 2014F 2015F 2016F 2017F 2018F 2019F 2020FW Africa SE Asia NW Europe O&G MENA Supply

# of vessels(1)

1714

1310

8

41

1

According to Douglas-Westwood Ltd., demand in the MENA region is forecast to increase by 16 per

cent. from 2015 to 2020. Numerous vessels are unsuited to the requirements of well intervention

work, further compounding the under-supply of vessels in the region. In Northwest Europe, vessel

demand in the oil and gas sector is expected to recover, with any spare capacity being absorbed by2016. There is a case for new vessels to enter the region, either through the spot market or via

newbuilds. In Southeast Asia, vessel demand is expected to increase by 8.5 per cent. from 2018 to

2020, driven by well intervention and EOR requirements. Accordingly, new vessels will be required to

enter the region to satisfy demand. In West Africa, demand is expected to exceed vessel supply from

2015 to 2020, driven by well intervention and topside O&M. Currently, 11 out of 30 vessels in West

Africa are unable to access 66 per cent. of platforms due to water depth restrictions, according to

Douglas-Westwood Ltd.

Market Demand Drivers

The fundamental market drivers for SESV demand factors present a strong picture of the future

requirement of these vessels to perform a broad spectrum of services in the offshore oil and gas and

offshore wind industries:

Drivers of SESV Activity Level


Drilling Production Platform Population Installations Water Depth Platform Age

Importance of Driver

Best indicator of market size and underlying activity in regional oil and gas markets, particularly in relation to the well servicing market

Best indicator of market size, the phase of the field life cycle and future production platform population trends

Fundamental driver for SESV services associated with well servicing, construction support, maintenance support and accomadation support services

Important driver for SESV services associated with EPC contractor work and maintenance support

Water depth determines the type of vessels that can be deployed for both installation and maintenance works

Fundamental driver for well servicing, construction support, maintenance support and accommodation support services

Outlook for GMS Key Markets

Over the forecasted period 2013-2020, MENA production is expected to grow at a CAGR of 2%, driven principally by Saudi Arabia

NWE’s offshore production and drilling activity terminal decline

The platform population in MENA and NWE are forecast to increase by 13% and 4%, respectively, over the 2013-2020 period

The platform population is in South East Asia and WestAfrica are forecasted to increase by 20% and 11%, respectively, over the 2013-2020 period

Over 130 platforms are forecasted to be added to the MENA shallow water population over the 2013-2020 period

Greenfield project activity in Northwest Europe is expected to be low, with just 10 shallow water platforms expected to be added over the forecast period 2013-2020

Over 180 shallow water platforms are forecasted to be added in SEA

In MENA, it is estimated thatover 90% of platforms to be in waters 45m or shallower

In Northwest Europe and South East Asia, It is estimated that 80% and 60%, respectively, of platforms are in waters less than 65m indepth

The majority of platforms in West Africa are in waters less than 65m in depth

More than two thirds of MENA’s platforms are >20 years in age, as a large number were installed in the late 70’s/early 80s

Over half of Northwest Europe’s and South East Asia’s platforms are 20 years old

63

SESVs are sought for the following services, which are themselves driven by drilling and production

activity, platform population and installations, water depth and platform age:

Well intervention consists of services (coiled tubing, pumping, workover, subsea landing string and

other services) to maintain production levels in the primary and secondary phases of production.

Primary oil recovery is limited to hydrocarbons that naturally rise to the surface, or methods that use

artificial lift devices, such as pump jacks. Secondary recovery employs water and gas injection,displacing the oil and driving it to the surface. The use of these two methods of production can leave

up to 70 per cent. of oil reserves unrecovered, according to Douglas-Westwood Ltd. The contract

length for well intervention services ranges between two and three years with options to extend. To

perform well intervention services, clients prefer SESVs with large deck spaces to carry the relevant

equipment such as coiled tubing, wireline etc. Well intervention is the largest market for SESVs in

terms of vessel demand days and is less affected by changes in oil prices. Key drivers of well

intervention services are maturing production, increased energy demand and hence increased drilling

activities and production. Total addressable vessel days are forecasted to grow by 2,469 to 14,242 orby a CAGR of 2.8 per cent. from 2013 to 2020.

Topside Operations & Maintenance (‘‘O&M’’) consists of the maintenance, modification and operationof platforms during the production phase of the offshore field lifecycle. Topside O&M is less

susceptible to changes in the macroeconomic environment and commodity prices as it is more exposed

to the opex phase of the field lifecycle. The contract length for topside O&M ranges between two and

three years with options to extend. To perform such services, clients prefer SESVs with high POB

capacity for accommodation and high crane capacity for work support. Topside O&M is the second

largest market for SESVs in terms of vessel demand days. Topside O&M is driven by ageing

infrastructure and existing platform population and most relevant during the opex phase of the field

lifecycle. The total addressable vessel days are forecasted to grow by 1,298 to 9,455 from 2013 to2020, implying a CAGR of 2.1 per cent.

Construction support is principally driven by greenfield installations of oil and gas and windproduction platforms. Future market activity via greenfield project installations is the most

commodity price dependent element of the field lifecycle. New projects require sustained high oil and

gas prices to be sanctioned. The contract length for construction support services is typically short

term and via an EPC contractor could range between 4 and 18 months. To perform such services,

clients prefer SESVs with high POB for accommodation and high crane capacity for work support.

Due to the limited visibility of greenfield projects, the construction support segment is expected by

Douglas-Westwood Ltd. to contribute the least to vessel demand day growth over the 2013 to 2020

period. Field development plans are generally not impacted by the macro-environment andcommodity prices, but a low oil price may delay projects. Total addressable vessel days are forecast

to grow by 205 to 2,923 from 2013 to 2020, which represents a CAGR of 1.0 per cent.

EOR consists of the injection of foreign components (e.g., chemicals) to recover a larger proportionof the remaining oil at the final stages of the field life (i.e., the tertiary phase of production).

Douglas-Westwood Ltd. estimates that EOR can increase production to recover up to 80 per cent. of

oil reserves. EOR involves capital expenditure and thus requires high oil prices for projects to be

economically viable. Other key drivers for EOR are depleting oil and gas fields, increased energy

demand and uncertain supply alternatives. The contract length for EOR services typically ranges

between two and three years. SESVs present advantages for EOR, including large deck spaces to

carry the relevant equipment, such as fluid tanks and chemical injection pumps. Douglas-Westwood

Ltd. expects EOR to be a driver for the growth in the MENA and Northwest Europe markets from2020 as field lives are expected to be extended. EOR will be most relevant in offshore markets like

MENA where production is showing signs of reaching plateau, or in Northwest Europe, Southeast

Asia and West Africa where production is declining. Total addressable vessel days are forecasted to

grow by 1,766 to 2,030 from 2013 to 2020, representing a CAGR of 33.8 per cent. The table below

illustrates the different offshore work types carried out by GMS’s vessels:

64

Offshore Work Types


Well Intervention

Drilling

Topside O&M

Production

EOR

Platform Population

Construction

Installations

Wind Installation

Water Depth

Wind Maintenance

Age

Clients NOC / IOC NOC / IOCNOC / IOC EPC contractor Developer / Owner Turbine OEM

Predominant Expenditure

TypeOperating Operating

Both Capital and

OperatingCapital Capital Operating

Contracting2-3 years with options 2-3 years with options2 years pilot phase

3 years full campaign4-18 months 6-24 months 6-24 months

Typical

Requirements

Deck spaceStability preferredPropulsionAge <20yrs in MENA

POBCraneStability preferred for long-term work scopes

Deck spacePropulsionStability preferred

POBCraneStability preferred for long-term work scopes

CraneDeck spaceHarsh weather capabilities

POBDeck spaceHarsh weather capabilities

FutureCoverage

SESV Market Outlook

Total Demand

A segment of total vessel day demand is currently not entirely addressable by SESVs – i.e., where

non-SESV solutions are currently utilised. This may be due to operator preference for vessel solutions

or for projects where SESVs either exceed or do not meet specification requirements. This prevents

SESV penetration reaching 100 per cent. of the total market demand.

Constrained SESV Demand

Vessel Days SESV Penetration

33 70634,804

39,05840,822 41,385

40%

40,000

45,000

29,24430,868

32,52533,706

,

30%30%

35%

25,000

30,000

35,000

24% 24%25%

26%27%

27%28%

25%

30%

10,000

15,000

20,000

Total Vessel Demand

24% 24% 24% 24% 24% 24% 24% 24%

20%0

5,000

2013 2014 2015 2016 2017 2018 2019 2020

Total Vessel Demand

SESV penetration (Base Case) (1)

SESV penetration (Upside Case) (1)

Source: Douglas Westwood report.

(1) Refers to oil & gas market

65

A small increase in SESV penetration could mean additional units entering the market. For example,

in MENA, a less than 1 per cent. increase in penetration is equivalent to an additional unit entering

the market and being fully utilised. The upside case below illustrates the increase in SESV vessel

demand when the market penetration of SESVs across GMS regions grows from approximately 15per cent. in 2013 to 23 per cent. in 2020.

Demand (Vessel Days) by Type of Work (All Regions) –Base Case

Demand (Vessel Days) by Type of Work (All Regions) –Upside Case

‘13-’20 CAGR

‘13-’20 CAGR

10,539

9,964

9,022 7.2%

3 0993,577

4,6476,236

4,9544,387 5,062

7,9568,148

6,498 2.3%

34.5%3 148

3,4613,229

3,215

3,0323,804

5,1766,440

7,693

6 079

5,463

10,27510,077

,38.5%

2.4%

13 490 13,951 14,418 15,080 15,738 16,272

2,7192,775

2,958 3,200 3,001 3,262 3,000 2,925

785858

2,1623,008 3,099

5,5465,881

4.4%

1.0%

14,08915,026

16,03517,325

18,69320,419

2,7192,775

3,0103,309

3,148

785934

2,1795,546

6,079

7.8%

8,157 8,496 8,962 9,159 9,223 9,183 9,289 9,455

12,037 12,859 13,490 13,951 ,

2.1% 8,157 8,605 9,321 9,936 10,438 10,821 11,416 12,566

12,037 12,859,

6.4%

2013F 2014F 2015F 2016F 2017F 2018F 2019F 2020F

Topside O&M EOR & Well Intervention Installation Topside O&M EOR & Well Intervention Installation

2013F 2014F 2015F 2016F 2017F 2018F 2019F 2020F

Source: Douglas Westwood Report(1) Offshore Wind Farm.

OWF(1) Maintenance OWF (1) Construction OWF(1) Maintenance OWF (1) Construction

Consistent with the Douglas-Westwood Ltd. Report, the SESV demand views in this Industry Section

are based on the base case above. The upside case is not considered in this section.

SESV Demand

Demand for SESV services remains strong because of: (i) traditional and enhanced recovery methods

are increasingly being used to extract additional oil and gas from existing shallow water fields at

lower cost than deep and ultra-deep water alternatives; (ii) ageing offshore infrastructure in mature

shallow water regions requires extensive maintenance and upgrading in order to maintain production;

and (iii) growing need for maintenance of offshore renewables, where SESVs are a cost effective

solution.

According to Douglas-Westwood Ltd., well intervention is expected to offer SESV operators the main

opportunities across the regions, followed by topside O&M, as operators seek to maintain production

profiles and an ageing platform population. Well intervention and topside O&M in the MENA regionand Northwest Europe are expected to remain the largest markets for SESVs, while EOR is

forecasted to be the catalyst for an upside beyond 2020 as field lives are extended. The addressable

vessel demand days are forecasted to grow by 12,141 to 41,386 from 2013 to 2020, representing a

CAGR of 5.1 per cent.

66

Summary – Vessel Days Demand


9,676 10,421 11,022 11,732 12,138 12,489 12,544 12,783

9,722 10,601 11,105 11,438 12,20515,702 17,034 17,0592,592 2,592 3,023 3,089 2,9863,263 3,439 3,540

7,255 7,255 7,376 7,446 7,475

7,6047,806 8,004

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

45,000

2013 2014 2015 2016 2017 2018 2019 2020

Vessel days

MENA Northwest Europe Southeast Asia West Africa

MENA

The following chart sets out the expected evolution of SESV demand, across services, in the MENA

region:

MENA – Vessel Days Demand


4,916 5,368 5,626 5,706 5,910 6,056 6,208 6,358

3,175 3,422 3,669 3,884 3,951 3,806 3,847 3,872160160 236 375 436 436 509 578

1,4251,471

1,4901,840 2,293 2,190 1,979 1,974

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

2013 2014 2015 2016 2017 2018 2019 2020

Vessel days

Well Intervention Topside O&M EOR Construction Support

Well Intervention: NOCs’ continued efforts to reverse declining production as domestic energyconsumption have been spurred by economic growth. Oil and gas production in the MENA region is

expected to grow at a CAGR of 1.8 per cent. from 2013 to 2020. At a CAGR of 5.1 per cent., Saudi

Arabia is expected to see the strongest production growth amongst MENA countries over the

forecasted period. Drilling activity is low relative to production given high average productivity per

well. Demand for well-intervention and EOR work is driven by the efforts to maintain flat to

growing production profiles. The current fleet of SESVs is inadequate to match the increasing well-

intervention work and, as a result, it is forecasted that vessel demand days will grow by 29.3 per

cent. over the 2013 to 2020 period.

Topside O&M: More than two-thirds of existing platforms are older than 20 years (installed in the

1970s) and hence require more extensive maintenance. Moreover, platform population is forecasted to

increase by 20.3 per cent. over the 2013 to 2020 period, reaching over 850 in total. This is mainly

67

driven by large development projects such as Satah, Zakum, Nasr and Umm Lulul. As a result, it is

expected that vessel demand days will grow by 22.0 per cent. over the 2013 to 2020 period, with

platforms across the region requiring modifications and major maintenance work.

EOR: Generally, visibility on EOR projects is mixed; however, the largest potential for offshore EOR,

according to Douglas-Westwood Ltd., is in the MENA region, where projects are of sufficient scale

and age to fit the criteria for such recovery methods. This is further supported by only a few

greenfield projects coming on-stream, fuelling the requirement for Middle Eastern states to extract themost out of existing projects. The main drivers behind the growth in demand from EOR are the

UAE and Saudi Arabia as their pilot programmes to lead to full campaigns. As a result, it is

forecasted that vessel demand days will grow by nearly three times from 2013 to 2020.

Construction Support: During the 2013 to 2020 period, nearly 130 platforms are forecasted to beadded to region’s shallow water (less than 65 metre) population. As a result, vessel demand days are

expected to grow by 38.5 per cent. from 2013 to 2020, driven principally by Qatar, UAE and Saudi

Arabia (primarily from 2013 to 2016).

Northwest Europe – Oil and Gas

The following chart sets out the expected evolution of SESV demand in the oil and gas industry,

across services, in Northwest Europe:

Northwest Europe (Oil and Gas) – Vessel Days Demand


1,660 2,030 2,042 2,056 2,076 2,097 2,121 2,133

1,6201,711 1,871 1,849 1,825 1,887 1,828 1,90840

40 40 110 110 130 235 23570

8036 27 33 55 55 49

0

1,000

2,000

3,000

4,000

5,000

6,000

2013 2014 2015 2016 2017 2018 2019 2020

Vessel days


Well Intervention: In Northwest Europe, the declining production profile, which is expected to fall at

a CAGR of -9.7 per cent. from 2013 to 2020, is unlikely to be offset by new projects in the SouthernGas Basin, the Conwy and Corfe field, and in the wider North Sea. As a result, existing projects and

wells will need to be realised to offset the decline in production. Well-intervention-related vessel

demand days are forecasted to grow by 28.5 per cent. over the 2013 to 2020 period.

Topside O&M: Just over half of existing platforms in Northwest Europe are older than 20 years andnewly built platforms, younger than five years, account for just 7 per cent. of existing platforms in

Northwest Europe. Moreover, platform population is forecasted to increase by 4.8 per cent. over the

2013 to 2020 period, reaching approximately 416 platforms in 2020. Greenfield project activity in the

North Sea is limited, with operators increasingly looking to extend the service life of existing assets.

Between 2013 and 2020, vessel demand days are forecasted to grow by 17.8 per cent. as operators

seek to maintain an ageing asset based on fixed platforms in a mature market.

EOR: In this region, the UK is expected by Douglas-Westwood Ltd. to drive the growth in EOR as

a lack of new supply sources incentivises investment in such techniques. Vessel demand days are

expected to grow by almost five times from 2013 to 2020.

Construction Support: Greenfield project activity in this region is expected to be low. As a result, only

three shallow water platforms are expected to be added over the 2013 to 2017 period, with projects in

the UK and Netherlands driving visible demand. Vessel demand days are forecasted to decline by

68

52.9 per cent. from 2013 to 2017. The visibility of projects beyond 2016 is limited. The 2017 to 2020

period represents upside for GMS.

Northwest Europe – Offshore Wind Maintenance and Installation

Offshore wind farm maintenance in Europe is expected to be driven by existing wind turbinepopulation and age. The contract length for wind platform maintenance ranges on average between

six and 24 months. The population of wind turbines has increased rapidly in the last five years,

growing 436 per cent. from 608 in 2007 to 2,651 in 2012. Platform population is a key determinant of

market size for vessel services associated with maintenance support. As a result, the vessel days

demand from this segment is forecasted to grow sevenfold from 2013 to 2020, as existing offshore

wind farms are joined by new projects both in the UK and in Germany. Further, upside is expected

to come from new projects in France and Sweden over the same forecasted period.

Wind turbine installation in Europe is expected to be driven by the launch of new wind farm

projects. These projects are driven by government policies towards renewable energies, resulting

subsidies granted for wind projects, availability of windy land areas and uncertainty around supply

alternatives. The contract length for wind platform installation ranges on average between six and 24months and clients prefer SESVs with high crane capacity and large deck space to carry turbine

modules. In contrast to wind platform maintenance, wind platform installation is more susceptible to

the macro-economic environment. Nearly 10,000 turbines are forecast to be added to the existing

wind turbine population during the 2013 to 2020 period. Approximately, 90 per cent. of the

forecasted installations are expected to be in waters less than 65m. As a result, vessel demand days

demand for wind turbine installation in Europe is expected to grow by 27.9 per cent. from 2013 to

2020. Germany is expected to become the largest offshore wind market in less than 10 years, through

the launch of several wind farm projects over the forecasted period. SESVs could work in tandemwith WTIVs on offshore wind projects for their favourable day rates. SESVs could be required to

install the transition pieces and blades while WTIVs are used for the heavy lift work such as

foundation and generator installation.

Northwest Europe (Wind) – Vessel Days Demand

Note: Base/foundation installation market is not accessible to GMS’s fleet but will absorb supply.Source: Douglas-Westwood Ltd.

2,779 2,940 2,623 2,423 2,8374,541 4,613 3,554

785 858 2,162 3,008 3,099

3,577 4,647 6,2362,767 2,942 2,331 1,964 2,225

3,4153,535 2,944

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

2013 2014 2015 2016 2017 2018 2019 2020

Vessel days

Turbine Installation OWF Maintenance Base Installation

69

Southeast Asia

The following chart sets out the expected evolution of SESV demand, across services, in Southeast

Asia:

Southeast Asia – Vessel Days Demand


971 971 1,006 1,037 1,059 1,081 1,105 1,120

781 781 873 881 879 885 882 87734 34

153 196 247599 820 952

806 806991 976 802

698632 590

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

2013 2014 2015 2016 2017 2018 2019 2020

Vessel days


Well Intervention: Operators in this region continue to adopt SESVs for well intervention aimed at

prolonging production profiles as the region experiences continued economic and demographic

growth. Regional offshore production and drilling activity are expected to decline at a CAGR of -0.9

per cent. and -1.8 per cent., respectively, over the 2013 to 2020 period, with China, Malaysia, Brunei

and Myanmar to experience moderate production growth at CAGRs of 1.4 per cent., 0.4 per cent.,

2.0 per cent., and 10.2 per cent., respectively. Vessel demand days are forecasted to grow by 15.3 per

cent. from 2013 to 2020.

Topside O&M: Whilst over half of the region’s existing platforms are older than 20 years, a new

wave of younger platforms (below 10 years) have been built over the last decade, accounting for 21.1per cent. of the total population. Moreover, platform population is forecasted to increase by 19.6 per

cent. over the 2013 to 2020 period, reaching over 2,100 in total. This is driven by projects such as

Brunei’s Champion, Myanmar’s M9 Block and fields in the north Malay Basin. It is forecasted that

between 2013 and 2020, vessel demand days will grow by 12.3 per cent., with CNOOC, Shell and

Total among those operators to require the most modification and maintenance.

EOR: The demand from this segment is expected to show strong growth. Malaysia and Brunei are

expected to drive this growth as Petronas and Shell ramp up their EOR programmes and invest in

full campaigns. Vessel demand days are forecasted to grow at a CAGR of 61.0 per cent. from 2013

to 2020.

Construction Support: Over 90 shallow water platforms are expected to be added to the region’s

shallow water (less than 65 metre) platform population over the 2013 to 2017 period, with projects in

Malaysia and India driving visible demand. However, vessel demand days are expected to decline by -

0.5 per cent., from 2013 to 2017. The visibility of projects beyond 2016 is limited.

70

West Africa

The following chart sets out the expected evolution of SESV demand, across services, in West Africa:

West Africa – Vessel Days Demand


4,226 4,226 4,336 4,384 4,444 4,518 4,578 4,631

2,581 2,581 2,549 2,545 2,568 2,604 2,732 2,79830 30 50 88 138 163 163 265417 417 440 430 326 319 334 310

0

2,000

4,000

6,000

8,000

10,000

2013 2014 2015 2016 2017 2018 2019 2020

Vessel days


Well Intervention: Offshore production and drilling activity in this region are expected to decline at

CAGRs of -2.9 per cent. and -3.7 per cent., respectively, as large shallow water markets of Nigeria

are expected to plateau and that of Angola to decline at a CAGR of -8.4 per cent. as deepwater

developments take operator priority. As a result, operators are concentrating their efforts on

maintaining production profiles across the region. Vessel demand days for well intervention in this

region are expected to grow by 9.6 per cent. over the 2013 to 2020 period.

Topside O&M: Almost two-thirds of existing platforms in this region are older than 20 years, with

only 10 per cent. of existing platforms having been installed in the last 10 years. Moreover, platform

population is forecasted to increase by 11.4 per cent. over the 2013 to 2020 period, driven by activity

in the Gulf of Guinea, reaching over 550 in total. As a result, vessel demand days are expected to

grow by 8.4 per cent. over the 2013 to 2020 period, with platforms operated by ExxonMobil

(Nigeria) and Chevron (Angola and Nigeria) expected to require the most modification and

maintenance.

EOR: Minimal investment in EOR is expected as the potential for new supply sources remain robust.

However, there is an upside potential from major IOCs as they may run pilot projects. As a result, vessel

demand days are projected to grow by almost eight times over the 2013 to 2020 period.

Construction Support: Approximately 50 shallow water platforms are expected to be added to the

region’s shallow water (less than 65 metre) platform population over the 2013 to 2020 period, with

projects in Nigeria and Angola driving visible demand. However, vessel demand days are forecasted

to decline by -21.8 per cent. from 2013 to 2017. Visibility of greenfield projects is limited, except for

projects in Nigeria (Total, Chevron) and Angola (Chevron) which are expected to drive demand.

Competitive Landscape

GMS’s competition in the MENA region is predominantly engaged in oil and gas activities whereas

in Northwest Europe competitors are also engaged in the renewable market. GMS’s fleet in theMENA region and Northwest Europe compares favourably with other SESV operators for its

technical capabilities, age, cost competitive advantage and strong established relationship with blue-

chip clients. See Part V: ‘‘Our Business’’ for a discussion of GMS’s SESV fleet’s capabilities.

MENA

The SESV fleet in the MENA region comprises 28 vessels and is predominantly engaged in oil and

gas activities. GMS’s fleet compares favourably within the region, particularly for its fleet average age

71

(11 years), four legged design and POB (150). The table below lists the main competitors of GMS in

the MENA region:

Competitor Profiles in the MENA region

Company Headquarters Fleet SizeAvg. WD

(m)Avg.

Crane (t)Avg.

Deck (m2)Avg. Age

(yrs)Avg.POB Legs

Millennium Offshore Services UAE 2 47 50 568 14 133 3

Hercules Offshore................... US 3 50 85 526 19 33 3

Saudi Aramco......................... Saudi Arabia 8 — — — — — —

NPCC ..................................... UAE 1 70 280 800 1 217 4

MENA Avg. ........................... 2 49 99 684 17 106 3

GMS ....................................... UAE 7 45 44 500 11 150 4

Note: Self-Propelled SESVs only.


NPCC is currently upgrading its fleet by building, at its own yard, a new jack-up vessel (SEP 550)

which is expected to be delivered in 2014. Otherwise, Millennium Offshore Services, Hercules Offshore

and Saudi Aramco have no plans to expand their fleet.

Northwest Europe

The SESV fleet in Northwest Europe comprises 24 vessels and is predominately engaged in the

renewable energy market. GMS’s fleet compares favourably with SESVs and WTIVs, particularly for

its fleet average age (three years), deck area (1,035m2), crane capacity (230 tonnes) and water depth

(65 metres). The table below lists the main competitors of GMS in the Northwest Europe region:

Competitor Profiles in Northwest Europe


(m)Avg.

Crane (t)Avg.

Deck (m2)Avg. Age

(yrs)Avg.POB Legs

Seajacks .................................. Bermuda 3 48 500 1,267 3 90 4

A2Sea...................................... Denmark 1 45 800 3,350 1 55 4

MPI Offshore ......................... Netherlands 3 38 867 3,467 5 98 3

Workfox ................................. Netherlands 1 65 1,200 3,750 1 150 4

Northwest Europe Avg. ......... 2 55 758 2,732 3 106 4

GMS ....................................... UAE 2 65 230 1,035 3 150 4



Seajacks is currently pursuing a significant fleet expansion as it aims to operate six SESVs by 2015. It

is currently building two WTIVs (Seajacks Hydra and Seajacks Scylla) that are expected to be

delivered in 2014. A2Sea’s strategic intentions are to play a leading role in the offshore wind industry.

It is currently building one WTIV (SEA Challenger) which is expected to be delivered in 2014.

Workfox is also focused on renewables and is seeking to upgrade its fleet but not build any newvessels.

72

Southeast Asia

The SESV fleet in Southeast Asia comprises eight vessels and is solely engaged in oil and gas

activities. Uptake of SESVs has lagged behind other regional markets, limiting the number of directcompetitors GMS would face upon entry. Therefore, GMS would be the only operator with four-

legged vessels, a preference amongst operators. The table below lists the main competitors of GMS in

the SEA region:

Competitor Profiles in Southeast Asia


(m)Avg.

Crane (t)Avg.

Deck (m2)Avg. Age

(yrs)Avg.POB Legs

Ezion Holdings/Teras

Offshore ............................ Singapore 4 65 189 1,394 2 160 3

COSL...................................... China 2 35 184 80 7 76 3

Southeast Asia Avg. ............... 2 54 171 956 6 121 3



Ezion Holdings/Teras Offshore and COSL are currently well established in the Southeast Asia market

and are looking to expand their services to Northwest Europe, MENA and West Africa. Ezion

Holdings/Teras Offshore is planning to increase its SESV fleet and service rig fleet from 10 units in

2012 to 26 units in 2015 whereas COSL has no plans to expand its fleet.

West Africa

The SESV fleet in West Africa comprises 30 vessels and is essentially engaged in oil and gas activities.

GMS’s fleet compares favourably to SESVs currently present in the region which are generally of low

specification. The table below lists the main competitors of GMS in the West Africa region:

Competitor Profiles in West Africa


(m)Avg.

Crane (t)Avg.

Deck (m2)Avg. Age

(yrs)Avg.POB Legs

Hercules Offshore................... US 22 47 61 290 26 23 3

SEACOR Marine ................... Nigeria 3 31 55 282 30 30 3

Dewayle’s................................ Nigeria 3 31 55 282 30 30 —

Michharry & Company .......... Nigeria 4 49 131 478 8 46 3

WA Avg. ................................ 8 36 78 315 23 31 3


Hercules Offshore seeks to improve its fleet capabilities through asset acquisitions and sales. This has

been demonstrated by the 2013 sale of Hercules Offshore’s U.S. liftboats and the U.S.$43 million

purchase of Titan 2. Meanwhile, SEACOR Marine’s operational flexibility could be impaired by the

financial position of its parent company and Michharry & Company is a small company that has

previously acquired SESVs formerly utilised in the GoM.

Barriers to Entry

The Company believes that the supply of SESVs to the market is constrained by the following factors

which we believe represent a relatively high barrier to entry:

* Significant asset cost relative to commoditised Offshore Support Vessels.

* Rigorous operational standards and oversight by third parties. The SESV market is

characterised by stringent technical (e.g., four-leg units in the MENA region) and environmental

requirements due to the harsh environment in which they operate, as well as the strict local

legislations. The compliance with these requirements has cost and risk implications that are adeterrent for new entrants.

* Complex operational requirements of self-propelled and self-elevating vessels, coupled with

limited expertise available within the oil field service (‘‘OFS’’) sector generally.

73

* Specialised customer base not readily accessible through traditional channels. The lengthy (one

to two years) pre-qualification process with many NOCs, amongst others, makes it more difficult

for new entrants to penetrate the market.

* Embedding of specific assets in the clients’ wider operational requirements creates inertia acting

against change in SESV supplier.

* Contracts for well intervention, topside O&M and EOR typically last two to three years in term

length and include options which are frequently extended. These long-term contracts also

prevent access to the market by new entrants. Contracts for offshore wind farm maintenancetypically last for six to 24 months.

SESVs Newbuild and Orderbook

The 2013 to 2015 world orderbook comprises 20 vessels, including three jack-up barges, eight SESVs

and nine WTIVs. One of the self-propelled SESVs is being built for Ezion Holdings/Teras Offshore as

it continues to expand its fleet. A larger portion of the order book comprises WTIVs which are

targeted at the offshore wind markets, principally in the North Sea, and hence are unlikely to

compete within the oil and gas markets. A number of the vessels in the orderbook are expected toenter non-GMS markets.

Orderbook 2014-2015

Client Propulsion

Leg length

(m) Crane (t) Deck (m2) POB Delivery

Jack-up Barges

Montco Offshore ....... 6 102 500 1,400 148 Q3 2014

NPCC ........................ 6 70 200 800 217 2014

SESVGMS.......................... 3 80 400 1,035 150 2014

GPC........................... 3 65 NA NA NA 2014

NAVTECH ............... 3 67 NA NA 150 2015

NAVTECH ............... 3 67 NA NA 150 2015

PT SWADAYA......... 3 60 NA NA NA 2015


Offshore ................ 3 80 750 2,500 260 2014

Zakher Marine .......... 3 90 190 1,600 150 2014WTIV

A2SEA....................... 3 83 900 3,350 90 2014

DBB Jack-up Services 3 45 300 530 37 Q4 2013

DBB Jack-up Services 3 45 400 1,000 35 Q2 2014

Seajacks ..................... 3 45 400 900 90 2014

Seajacks ..................... 3 65 1,500 4,600 130 2014


Offshore ................ 3 50 600 NA 58 TBD


74

PART VII: THE GROUP’S CORPORATE STRUCTURE

Group Structure

The Company is a public limited company established in England and Wales on 24 January 2014

and, since 5 February 2014, has been owned by the Principal Shareholders. The Company agreed, as

part of a reorganisation of the Group (the ‘‘Pre-IPO Reorganisation’’), further details of which are

set out in Part XVII: ‘‘Additional Information – Pre-IPO Reorganisation’’, to become the direct sole

shareholder of GMS Jersey Holdco1 Limited, with effect from 5 February 2014. In addition, the

Group adopted a revised corporate structure for its UAE operations in order to comply with the

UAE Commercial Companies Law (the ‘‘UAE Companies Law’’), which is described in more detailbelow.

The organisational chart below provides a simplified illustration of our legal structure immediately

following Admission:2

99%

GCI LLC

49%

Nominee

51% 1%

GMS WLL(1)

Company

GMS Jersey Holdco 2 Limited (Jersey) (“Jersey Subholdco”)

GMS Jersey Holdco 1 Limited (Jersey) (“Jerseyco”)

Gulf Marine Services (UK)

Limited

OHI (Panama)

Vessel SPVs (Panama) MENA

(Cayman)

Gulf Marine Middle East FZE (UAE

Hamriyah Free Zone)

60%

Qatar Branch

KSA JV(2)

Gulf Marine Services PTE

Ltd. (Singapore)

Notes:

(1) GMS WLL is 99 per cent. owned by GCI LLC and 1 per cent. owned by the Nominee in order to satisfy the UAE Companies Lawrequirement for UAE incorporated companies to have at least two shareholders.

(2) Gulf Marine Services Saudi Arabia Limited.

UAE Ownership Requirement

The UAE Companies Law provides that ‘‘every company incorporated in the state must have one or

more national partners whose shares in the company’s capital must not be less than 51 per cent. of

the company’s capital’’. Consequently, at least 51 per cent. of the share capital of a UAE-

incorporated company must be registered in the name of one or more UAE nationals or entities

wholly owned by UAE nationals. In order to minimise the parts of our business which will be subject

to the Ownership Requirement, the Group has undertaken a corporate reorganisation which has

resulted in our Abu Dhabi Operations, which represented approximately 35 per cent. of the Group’s

revenues, less than 2 per cent. of its assets and less than 1 per cent. of profit for the year (as of andfor the year ended 31 December 2013) being subject to the Ownership Requirement. The Abu Dhabi

Operations are controlled by us through GCI LLC, which in turn owns 99 per cent. of GMS WLL

(the remaining 1 per cent. of GMS WLL is owned by the Nominee to satisfy the UAE Companies

Law requirement for UAE incorporated companies to have at least two shareholders). The Abu

Dhabi Operations are operated through GMS WLL. Both GCI LLC and GMS WLL are UAE

incorporated companies, which are subject to nominee arrangements, as described below.

Although the specific nature of corporate structures may vary, the Company believes that a significant

proportion of foreign-owned companies operating in the UAE generally use arrangements such as

those described herein to comply with the Ownership Requirement. Furthermore, the Company

2 Subject to completion of the transfer of the KSA JV and establishment of a Qatar Branch, which is expected to happen, subject toreceipt of regulatory and other approvals, following Admission. All shareholdings 100 per cent. unless otherwise stated.

75

believes that these structures have been central to fostering the significant level of foreign private

investment in the UAE in recent years. To date, the Company is not aware of any instance where the

Government of the UAE or any Emirate thereof has unilaterally challenged any of these

arrangements as being contrary to UAE law.

While the Company believes that its corporate structure should help to minimise any risks associated

with the Ownership Requirement, there can be no assurance that this will be the case. There could be

a number of adverse implications for us if our ownership structure were to be successfully challenged.

For a discussion of such adverse implications, see Part I: ‘‘Risk Factors – Risks Related to Our

Corporate Structure – The majority ownership interest of our Abu Dhabi Operations is held through a

nominee arrangement, which conforms to established market practice in the UAE but does not comply

with certain UAE legislation.’’

Constitutional documents

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 (which in turn owns 99 per cent. of GMS WLL) (including its

UAE trade licences), the constitutional documents of GCI LLC provide, among other things, that:

* Jersey Subholdco has the sole right to manage GCI LLC, and all operational decision-making

power is vested exclusively with Jersey Subholdco;

* Jersey Subholdco is the general manager of GCI LLC and is represented by three individuals

acting severally, and has the sole right to appoint and replace the other members of the

management team of GCI LLC;

* the general manager (or board of managers) of GCI LLC has a wide authority to bind GCI

LLC and the shareholders of GCI LLC only have the rights to resolve matters strictly required

by the Companies Law (e.g., amendment of the MOA, increase or reduction of capital, etc.);

* all shareholder voting thresholds to require more than 75 per cent. of the shareholders to vote

on shareholder matters at all times (i.e., the Company has a de facto veto right on such

matters);

* as permitted under the current practices in the UAE, Jersey Subholdco has the right, under the

notarised memorandum of association of GCI LLC, to receive up to 99 per cent. of all

distributions that are declared by GCI LLC, and the Nominee has the right to receive 1 per

cent., assigned to Jersey Subholdco under the Nominee Agreement;

* its shareholders will ensure that all profits which are available for distribution to the

shareholders are distributed on an annual basis immediately following the annual general

assembly of the shareholders, in accordance with the percentages described above;

* following a liquidation of GCI LLC, and after a return of the initial capital contributions of the

shareholders (a nominal amount), all remaining proceeds of liquidation which are available for

distribution to its shareholders will be distributed in accordance with the agreed profit split (i.e.,

(i) as to 99 per cent. to Jerseyco and (ii) as to 1 per cent. to the Nominee, in compliance withthe provisions of the Companies Law) which will also be assigned to Jersey Subholdco under

the Nominee Agreement; and

* the Nominee undertakes not to encumber (which includes creating any mortgage, charge, right

to acquire or right of pre-emption) its shares in the share capital of GCI LLC.

The constitutional documents of GMS WLL provide, among other things, that:

* Jersey Subholdco is the sole general manager of GMS WLL, and all operational decisionmaking power is vested exclusively with Jersey Subholdco; and

* the manager (or board of managers) of GMS WLL has a wide authority to bind GMS WLL,

and the shareholders of GMS WLL only have the rights to resolve matters strictly required by

the Companies Law (e.g., amendment of the MOA, increase or reduction of capital, etc.).

76

Nominee Agreement

In addition, a nominee agreement dated 5 February 2014 (the ‘‘GCI Nominee Agreement’’) was

entered into, and witnessed, between the Nominee and Jersey Subholdco. They key provisions of theNominee Agreement are as follows:

* the fee payable to the Nominee for acting as a nominee and carrying out any associated

services;

* customary terms regulating the relationship with the Nominee (renewal of the agreement,

termination rights and other basic terms);

* the agreement of the Nominee not to deal with the shares it holds in GCI LLC in any way

except as instructed by or with the prior approval of the Jersey Subholdco;

* the agreement of the Nominee to promptly transfer to the Company (through Jersey Subholdco)all dividends, distributions, bonuses and any other benefits accrued or accruing on the shares at

any time while the Nominee is a shareholder of GCI LLC;

* the agreement of the Nominee to exercise all voting rights and any other rights attached to the

shares it holds in GCI LLC in accordance with the Jersey Subholdco’s instructions or approval;

* the agreement of the Nominee to provide the Jersey Subholdco with a proxy as requested by the

Jersey Subholdco from time to time for the Jersey Subholdco to vote on behalf of the Nominee

in shareholder meetings;

* the agreement of the Nominee to provide the Jersey Subholdco, from time to time, with a POA

in respect of the Nominee’s shares in GCI LLC authorising the Jersey Subholdco to deal in,

exercise any rights and receive any benefits on behalf of the Nominee in relation to such shares;

* the agreement of the Nominee to ensure that the POA(s) are valid at all times unless otherwise

requested to be revoked by the Jersey Subholdco;

* the agreement of the Nominee to transfer, pay and deal with the shares in GCI LLC and all

dividends, interests, bonuses and any other benefit in relation to such shares as the Jersey

Subholdco may instruct (and do all that is necessary to effect such action, including, without

limitation, to attend at the notary public and sign any necessary documents in front of the

notary); and

* the agreement of the Nominee to agree not to assign its rights under the Nominee Agreement

without the consent of the Jersey Subholdco.

A separate nominee agreement (the ‘‘GMS WLL Nominee Agreement’’ and, together with the GCINominee Agreement, the ‘‘Nominee Agreements’’) was entered into between the Nominee, GCI LLC

and Jersey Subholdco which contains substantially the same terms as the GCI Nominee Agreement,

but with the benefit of the terms in favour of GCI LLC. Jersey Subholdco is a party to the GMS

WLL Nominee Agreement to give it direct enforcement rights under this agreement.

Power of Attorney

Further to the above, pursuant to the Nominee Agreement, the Nominee has provided the Jersey

Subholdco with a POA to give the Jersey Subholdco an additional layer of protection and control

over the shares held by the Nominee in GCI LLC. The POA includes the Jersey Subholdco being

granted the power to:

* transfer such shares to any third party (and sign any necessary documents in front of the notary

public or any other government authority);

* vote and exercise any right attaching to such shares; and

* receive dividends and any other benefits relating to such shares on behalf of the Nominee.

A similar POA has been given by the Nominee in favour of GCI LLC in respect of the 1 per cent.

of the shares in GMS WLL that the Nominee owns.

The Concealment Law

In connection with the Ownership Requirement, the UAE also adopted the Concealment Law, which

provides that it is not permissible to allow a non-UAE national, whether by using the name of

another individual or through any other method, to practise any economic or professional activity

that is not permissible for him to practise in accordance with the law and decrees of the UAE.

Therefore, its application to corporate structures, such as ours, was not clear at the time of the law’s

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adoption. The Concealment Law was scheduled to come into effect in November 2007. However, by

way of a cabinet resolution, the UAE Federal Government suspended the application of the

Concealment Law until November 2009 and it was further suspended until September 2011, at which

time it came into force.

The Company believes, based on legal advice it has received from its UAE legal counsel, Al Tamimi

& Co., that the relevant governmental authorities in the UAE are not currently enforcing theprovisions of the Concealment Law, and it is not aware of any instance of any action to enforce or

apply the Concealment Law by any Governmental authority in the UAE. The Company also believes

that it is extremely unlikely that a broad application of the Concealment Law would take place, given

that doing so would likely have a severe adverse effect on foreign investment in the UAE. However,

because the application of the Concealment Law is unknown, there is no certainty as to the approach

that the UAE courts may take in relation to a corporate structure such as ours if the Concealment

Law or other similar legislation is applied by the UAE courts. For a further discussion of the

Concealment Law and the potential impact of any Government action, see Part I: ‘‘Risk Factors –

Risks Related to Our Corporate Structure – The majority ownership interest of our Abu Dhabi

Operations is held through a nominee arrangement, which conforms to established market practice in the

UAE but does not comply with certain UAE legislation’’.

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PART VIII: DIRECTORS, SENIOR MANAGEMENTAND CORPORATE GOVERNANCE

Directors

The following table lists the names, positions and ages of the Directors. The Company’s Directorsare:

Name Date of Birth Position Date appointed

Simon Heale ....................... 27 April 1953 Chairman 27 February 2014

Duncan Anderson .............. 28 April 1963 Chief Executive Officer 24 January 2014

Simon Batey ....................... 4 September 1953 Senior Independent Director 27 February 2014

H. Richard Dallas .............. 2 August 1952 Non-Executive Director 27 February 2014

Dr Karim El Solh .............. 15 April 1969 Non-Executive Director 27 February 2014

Mike Straughen.................. 3 February 1950

Independent Non-Executive

Director 27 February 2014

W. Richard Anderson ........ 26 November 1953


Director 27 February 2014

Christopher Foll................. 16 August 1956

Alternate Director for

H. Richard Dallas and Dr

Karim El Solh 27 February 2014

The business address of each of the Directors is PO Box 46046, Musaffah Base, Abu Dhabi, UAE.

The management expertise and experience of each of the Directors is set out below:

Simon Heale – Chairman – Aged 60

Mr Simon Heale joined GMS in February 2014. He is a Chartered Accountant with a degree in

Philosophy, Politics and Economics from Oriel College, Oxford. Mr Heale was appointed to the

board of Kazakhmys plc in 2007 and has been its Chairman since 2013. He has been a non-executivedirector of Coats plc since 2011 and is currently its senior independent director. He has also been a

non-executive director of Marex Spectron since 2007. He served on the boards of PZ Cussons and

Morgan Advanced Materials from 2007 to December 2013 and 2005 to March 2014, respectively. Mr

Heale has extensive experience in senior executive roles, including as Chief Executive of the London

Metals Exchange from 2001 to 2006 and as Chief Operating Officer and Finance Director of Jardine

Fleming Ltd. from 1997 to 2001. Mr Heale is also a trustee of Macmillan Cancer Support.

Duncan Anderson – Chief Executive Officer – Aged 50

Mr Duncan Anderson joined GMS in October 2007 and is a UK Chartered Engineer with a post-

graduate degree in Marine Machinery Monitoring Control. He brings a wealth of experience,

spanning over 33 years, to the executive team gained from his prior role as Chief Operating Officer at

the UAE based Lamnalco Group where he managed a fleet of 90 vessels, as well as increased their

customer base in West Africa and the Middle East. Mr Anderson was also COO of Gulf Offshore

North Sea where he operated the largest OSV fleet in the region. In his role as CEO, Mr Anderson is

responsible for managing the future growth of GMS stemming from the projected increase in demandin marine offshore-related projects in the oil, gas and renewables sectors.

Simon Batey – Senior Independent Director – Aged 60

Mr Simon Batey joined the board of GMS in February 2014. He is currently senior independent

director and audit committee chairman of Telecity Group plc. Mr Batey was a non-executive director

of Arriva plc, BlackRock New Energy Investment Trust plc and THUS Group plc, as well as a

member of the Postal Services Commission (Postcomm) responsible for the regulation of the UKpostal services sector. He is a qualified Chartered Accountant, having spent 12 years in professional

practice with Armitage & Norton (now part of KPMG), latterly as a partner. Mr Batey has over 20

years’ experience in a number of senior finance roles in industry. Between 2000 and 2006, he was

group finance director of United Utilities plc and, from 2006 to 2007 he was chief financial officer of

Thames Water Utilities Limited. Mr Batey has an MA in Geography from Keble College, Oxford.

79

H. Richard Dallas – Non-Executive Director – Aged 61

Mr H. Richard Dallas joined the board of GMS in February 2014. He is currently a Managing

Director of Gulf Capital, which he joined in 2007. Mr Dallas previously served as Chief ExecutiveOfficer of Oryx Capital and as a partner of Gibson, Dunn & Crutcher. Mr Dallas holds an A.B. in

economics, with honours, from Stanford University and a J.D. from the University of Southern

California.

Dr Karim El Solh – Non-Executive Director – Aged 44

Dr Karim El Solh joined the board of GMS in February 2014. Dr El Solh is the co-Founder and

Chief Executive Officer of Gulf Capital, one of the leading alternative asset management firms in the

Middle East. Dr El Solh is also the Chairman of Metito, co-Managing Partner of Gulf Related and

formerly the Chairman of Maritime Industrial Services. He previously served as Chief Executive

Officer of the National Investor. Dr El Solh has a B.S. in civil engineering from Cornell University,

an MBA from Georgetown University and a Ph.D. (summa cum laude) in economics (privatisation)from Institute D’Etudes Politiques de Paris.

Mike Straughen – Independent Non-Executive Director – Aged 64

Mr Mike Straughen joined the board of GMS in February 2014. Since 2007, he has been Chief

Executive of the Engineering Division at John Wood Group plc and has recently become the Group

Director of HSSE. Mr Straughen was previously with AMEC for 25 years, latterly as Group

Managing Director. He was a member of PILOT, the UK Government Oil & Gas Advisory Board,

from 2000 to 2007 and was Chairman of the Energy Industry Council from 2002 to 2007. He was

recently a member of the UK Government’s Offshore Wind Cost Reduction Task Force, and is

currently a member of the Scottish Government’s Energy Advisory Board. He has a BSc (Hons)

Degree in Mechanical Engineering, is a Chartered Engineer and is a member of the Energy Institute.

W. Richard Anderson – Independent Non-Executive Director – Aged 60

Mr W. Richard Anderson joined the board of GMS in February 2014. He is also a Non-ExecutiveDirector of Soma Oil & Gas Holdings since December 2013. He has 32 years’ experience in oil and

gas industry related finance and management. Mr Anderson is on the board of Eurasia Drilling

Company, where he has been CFO since July 2008, and he is also chairman of the board of

Vanguard Natural Resources LLC (NASDAQ). He was President and Chief Executive Officer of

Prime Natural Resources, Inc. from 2002 until 2007. Mr Anderson is a Certified Public Accountant,

and has a Bachelor of Science in Business from University of Colorado, Magna Cum Laude, and a

Master’s in Taxation from the University of Denver.

Christopher Foll – Alternate Director for H. Richard Dallas and Dr Karim El Solh – Aged 57

Mr Christopher John Foll joined the board of GMS in February 2014. He brings close to 30 years of

experience in senior finance roles in the agricultural, building materials, mining and thetelecommunications sectors. He is currently the Chief Financial Officer of Gulf Capital. He previously

served as Chief Financial Officer of Hutchison Telecommunications International. Mr Foll is a Fellow

of the Australian Institute of Chartered Accountants and holds a Bachelor of Accounting Science

degree from the University of South Africa.

The Company’s current Senior Management, in addition to the Executive Director listed above, is as

follows:

Name Date of Birth Position

John Brown 24 June 1964 Chief Financial Officer

Andrew Robertson ....................................... 19 July 1973 Finance Director

Mark Preston................................................ 7 June 1963 Commercial Director

Dennis Pedersen............................................ 19 September 1973 Chief Operating OfficerJohn Petticrew .............................................. 4 August 1957 Technical Director

Mohamed Antar ........................................... 5 March 1957 Support Services Director

Linda Murray ............................................... 5 June 1964 HR Director

The management expertise and experience of each of the Senior Management team is set out below:

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John Brown – Chief Financial Officer – Aged 49

Mr John Brown joined GMS in January 2014 and is a Scottish Chartered Accountant. Prior to

joining GMS, he was Finance Director for nine years at Bowleven plc, an oil and gas company listedon AIM. Mr Brown’s previous appointments include Finance Director for Thistle Mining Inc, a dual-

listed Canadian gold mining company, Director at British Linen Advisers, a corporate finance

advisory firm, and Finance Director for Paladin Resources, a UK-listed independent oil and gas

exploration and production company. He has significant experience both within the oil and gas sector

and being the CFO/Finance Director of listed companies.

Andrew Robertson – Finance Director – Aged 40

Mr Andrew Robertson joined GMS in February 2008. He was educated at Robert Gordon University

with a BA in Accountancy and Finance and is an associate member of the Chartered Institute of

Management Accountants. Prior to joining GMS he spent six years working in the oil and gas

industry for AMEC, having taken up postings in UK, USA and China and had responsibility for

finance operations in major oil and gas regions, including Europe, Americas, Asia and the MiddleEast. These roles had a strong focus on delivering improvement/change to process, practice and

procedure. He also has significant marine/shipping experience gained in a variety of finance related

roles with P&O and Coflexip Stena Offshore.

Mark Preston – Commercial Director – Aged 50

Mr Mark Preston joined GMS in August 2008 bringing over 20 years of commercial experience

within the marine and offshore industry. He is a Chartered Shipbroker with international business

development experience gained in the oil and gas industry. He has undertaken the commercial

management and control of large-scale projects which include the provision of Early Production

Systems and the conversion of a Floating Production and Storage Facility for European clients.

Dennis Pedersen – Chief Operating Officer – Aged 40

Mr Dennis Jul Pedersen joined GMS in February 2013 as General Manager of the company’s

Aberdeen office and was promoted to COO in August 2013. Mr Pedersen is a Master Mariner and

Towmaster and holds a Master of Business Administration in Oil and Gas Management from Robert

Gordon University. From 2011 to 2013, he served as Head of Marine at Fugro Geoteam AS,

overseeing all marine matters worldwide. From 2009 to 2011, Mr Pedersen served as Fleet Managerand then as Operations Director for Siem Offshore AS. Prior to 2009, he served as General Manager

for InterMoor Marine Services and, in 2007 and 2008, he was Head of Marine and Diving Control

for Maersk Oil and Gas.

John Petticrew – Technical Director – Aged 56

Mr John Petticrew joined GMS in November 2009. Mr Petticrew holds a certificate in Mechanical

Engineering from James Watt College. He has over 25 years of experience in the project and new

construction management of marine projects, ranging from harbour tugs through naval frigates to

major refurbishment and new construction of semi-submersible and jack-up oil rigs. Prior to joining

GMS, Mr Petticrew spent seven years in the UAE working for two of the region’s largest new

construction and repairs companies, as new building manager at Dubai Drydocks World and as

senior project manager at Lamprell Energy. Prior to this he spent 17 years with Saint John

Shipbuilding, the largest ship repair and construction company in Canada.

Mohamed Antar – Support Services Director – Aged 56

Mr Mohamed Antar joined GMS in August 2007. Mr Antar holds a degree in Business

Administration from Florida International University. Mr Antar has over 30 years of servicesmanagement experience and, prior to joining GMS, he spent five years as Logistics Manager for

ADMA-OPCO. Before becoming Logistics Manager he worked as a Manager in Das Island for 13

years in ADMA-OPCO’s Service Division.

Linda Murray – HR Director – Aged 49

Ms Linda Murray joined GMS in October 2011. Ms Murray holds a Master’s degree in Business

Administration from Thames Valley University and has over 18 years of global HR experience

working with numerous organisation cultures, both in the corporate and INGO sector. Prior to

joining GMS, Ms Murray was a Director of Transformation with Save the Children UK. Prior to

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this, Ms Murray was with BP Alternative Energy as Head of HR and Talent Management for the

Emerging Consumer Market, a global start-up business.

Corporate Governance

UK Corporate Governance Code

The Board is committed to the highest standards of corporate governance. As of the date of this

Prospectus, and on and following Admission, the Board complies and intends to continue to comply

with the requirements of the UK Corporate Governance Code published in September 2012 by theFinancial Reporting Council (the ‘‘UK Corporate Governance Code’’) The Company will report to its

shareholders on its compliance with the UK Corporate Governance Code in accordance with the

Listing Rules.

As envisaged by the UK Corporate Governance Code, the Board has established three committees: an

Audit and Risk Committee, a Nomination Committee and a Remuneration Committee. If the need

should arise, the Board may set up additional committees as appropriate.

The UK Corporate Governance Code recommends that at least half the board of directors of a UK-

listed company, excluding the chairman, should comprise non-executive directors determined by the

Board to be independent in character and judgement and free from relationships or circumstances

which may affect, or could appear to affect, the director’s judgement. As of the date of this

Prospectus, the Board consists of six non-executive Directors (including the non-executive Chairman)

(the ‘‘Non-Executive Directors’’) and one Executive Director. The Company regards all of the Non-

Executive Directors, other than H. Richard Dallas and Dr Karim El Solh, as ‘‘independent non-

executive directors’’ within the meaning of the UK Corporate Governance Code and free from anybusiness or other relationship that could materially interfere with the exercise of their independent

judgement.

The UK Corporate Governance Code recommends that the board of directors of a company with a

premium listing on the Official List of the FCA should appoint one of the Non-Executive Directorsto be the Senior Independent Director to provide a sounding board for the chairman and to serve as

an intermediary for the other directors when necessary. The Senior Independent Director should be

available to shareholders if they have concerns which contact through the normal channels of the

CEO has failed to resolve or for which such contact is inappropriate. Simon Batey has been

appointed Senior Independent Director.

The UK Corporate Governance Code further recommends that directors should be subject to annual

re-election. The Company intends to comply with these recommendations.

Audit and Risk Committee

The Audit and Risk Committee assists the Board in discharging its responsibilities with regard to

financial reporting, external and internal audits and controls, including reviewing and monitoring the

integrity of the Group’s annual and interim financial statements, reviewing and monitoring the extent

of the non-audit work undertaken by external auditors, advising on the appointment of external

auditors, overseeing the Group’s relationship with its external auditors, reviewing the effectiveness of

the external audit process, and reviewing the effectiveness of the Group’s internal control review

function. The ultimate responsibility for reviewing and approving the annual report and accounts and

the half-yearly reports remains with the Board. The Audit and Risk Committee will give dueconsideration to laws and regulations, the provisions of the UK Corporate Governance Code and the

requirements of the Listing Rules.

The UK Corporate Governance Code recommends that an audit committee should comprise at least

three members who are Independent Non-Executive Directors (other than the chairman), and that atleast one member should have recent and relevant financial experience. The Audit and Risk

Committee will be chaired by Simon Batey, and its other members will be W. Richard Anderson and

Mike Straughen. The Directors consider that Simon Batey has recent and relevant financial

experience. The Audit and Risk Committee will meet no fewer than four times a year.

The Audit and Risk Committee has taken appropriate steps to ensure that the Company’s Auditors

are independent of the Company and obtained written confirmation from the Company’s Auditors

that they comply with guidelines on independence issued by the relevant accountancy and auditing

bodies.

82

Nomination Committee

The Nomination Committee assists the Board in discharging its responsibilities relating to the

composition and make-up of the Board and any committees of the Board. It is also responsible forperiodically reviewing the Board’s structure and identifying potential candidates to be appointed as

Directors or committee members as the need may arise. The Nomination Committee is responsible for

evaluating the balance of skills, knowledge and experience and the size, structure and composition of

the Board and committees of the Board, retirements and appointments of additional and replacement

directors and committee members and will make appropriate recommendations to the Board on such

matters.

The UK Corporate Governance Code recommends that a majority of the members of a nomination

committee should be independent non-executive directors. The Nomination Committee is chaired by

Simon Heale, and its other members will be Karim El Solh, Mike Straughen, Simon Batey and W.

Richard Anderson. The Nomination Committee will meet no fewer than twice a year.

Remuneration Committee

The Remuneration Committee assists the Board in determining its responsibilities in relation to

remuneration, including making recommendations to the Board on the Company’s policy on executive

remuneration, including setting the over-arching principles, parameters and governance framework of

the Group’s remuneration policy and determining the individual remuneration and benefits package of

each of the Company’s Executive Directors and its Company secretary. The Remuneration Committee

will also ensure compliance with the UK Corporate Governance Code in relation to remuneration.

The UK Corporate Governance Code provides that a remuneration committee should comprise at

least three members who are Independent Non-Executive Directors (other than the chairman). TheRemuneration Committee will be chaired by W. Richard Anderson, and its other members will be

Simon Batey and Mike Straughen. The Remuneration Committee will meet no fewer than twice a

year.

Share Dealing Code

The Company has adopted, with effect from Admission, a code of securities dealings in relation to

the Shares which is based on, and is at least as rigorous as, the model code as published in theListing Rules. The code adopted will apply to the Directors and other relevant employees of the

Company.

Relationship with the Principal Shareholders

For information about the Company’s relationship with the Principal Shareholders, see Part XVII:

‘‘Additional Information – Relationship with the Principal Shareholders’’.

83

PART IX: USE OF PROCEEDS AND DIVIDEND POLICY

Reasons for the Offer and Use of Proceeds

The Company’s net proceeds from the issue of New Shares pursuant to the Offer and the Directed

Offering are expected to be £60.9 million (approximately U.S.$101.4 million).

The Company intends to use the net proceeds from the Offer and the Directed Offering to purchase

the Keloa for U.S.$37.5 million (See Part V: Our Business – Our Fleet) and to repay

U.S.$19.5 million in existing shareholder loans, which represent all shareholder loans currentlyoutstanding. The remaining net proceeds will be used, together with cash generated from operations,

to fund our new-build programme.

Dividend Policy

The Board has adopted a dividend policy for the Company which will look to maximise shareholder

value and reflect its strong earnings potential and cash flow characteristics, while allowing it to retain

sufficient capital to fund ongoing operating requirements and to invest in the Company’s long-termgrowth. The Board may revise the dividend policy from time to time.

From 2014 onwards, the Company intends, subject to available distributable profits and shareholderapproval, to pay annual dividends based on an initial targeted payout ratio of 10 per cent. of the

Company’s consolidated post-tax profit from its ongoing business.

The ability of the Company to pay dividends is dependent on a number of factors and there is noassurance that the Company will pay dividends, or, if a dividend is paid, what the amount of such

dividend will be. See Part I: ‘‘Risk Factors – Risks Relating to the Offer and to the Shares. We may

not pay cash dividends on our Shares. Consequently, you may not receive any return on investment

unless you sell your Shares for a price greater than that which you paid for them.’’

84

PART X: SELECTED FINANCIAL AND OTHER INFORMATION

The selected financial information as at and for the years ended 31 December 2011, 2012 and 2013

has been extracted without adjustment from the Historical Financial Information.

Consolidated Income Statement


2011 2012 2013

(U.S.$m)

Revenue ....................................................................................... 106.9 142.6 184.3

Small vessels............................................................................. 46.7 74.7 94.4Large 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) —

Other administrative expenses ................................................. (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:

Basic and diluted (U.S.$‘000 per share) ...................................... 22.18 48.08 68.20

85

Consolidated Statement of Financial Position

As at 31 December

2011 2012 2013

(U.S.$m)

ASSETS

Non-current assets

Property, plant and equipment.................................................... 391.3 456.0 490.4

Intangibles ................................................................................... 2.1 1.6 1.1

Dry docking expenditure ............................................................. 2.5 0.7 0.8

Loans to related parties............................................................... 0.5 0.6 —

Fixed asset prepayments.............................................................. — — 2.8

Total non-current assets ............................................................... 396.5 458.9 495.1

Current assets

Loans to related parties............................................................... — — 0.4

Derivative financial instrument.................................................... — — 0.5

Trade and other receivables......................................................... 38.1 37.7 43.2

Cash and cash equivalents........................................................... 4.4 1.9 46.9

Total current assets ...................................................................... 42.5 39.7 91.1

Total assets .................................................................................. 439.0 498.6 586.2

EQUITY AND LIABILITIES

Capital and reserves

Share capital ................................................................................ 0.3 0.3 0.3

Statutory reserve.......................................................................... 0.1 0.1 0.1

Restricted reserve......................................................................... 0.1 0.1 0.1

Capital contribution .................................................................... 70.8 70.8 78.5

Translation reserve ...................................................................... — 0.04 0.6

Retained earnings ........................................................................ 66.9 115.0 103.2

Attributable to the Owners of the Company .............................. 138.2 186.4 182.9

Non-controlling interests ............................................................. 1.1 0.6 1.3

Total equity .................................................................................. 139.3 186.9 184.2

Non-current liabilities

Bank borrowings ......................................................................... 145.9 102.2 254.3

Obligations under finance leases.................................................. 43.1 88.0 83.1

Loans from related parties .......................................................... 25.4 27.8 19.5

Other amounts due to related parties.......................................... 0.8 0.8 —

Provision for employees’ end of service benefits ......................... 1.6 1.6 1.9

Share appreciation rights payable ............................................... 5.9 8.4 —

Total non-current liabilities .......................................................... 222.7 228.8 358.8

Current liabilities

Trade and other payables ............................................................ 25.7 23.9 25.7

Bank borrowings ......................................................................... 48.5 53.7 11.0

Obligations under finance leases.................................................. 2.8 5.1 5.7

Due to related parties .................................................................. — — 0.8

Total current liabilities ................................................................. 77.0 82.8 43.2

Total liabilities ............................................................................. 299.7 311.6 401.9

Total equity and liabilities ............................................................ 439.0 498.6 586.2

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Consolidated Statement of Cash Flows


2011 2012 2013

(U.S.$m)

Net cash generated from operating activities .............................. 38.7 85.2 113.3

Net cash used in investing activities ............................................ (23.2) (25.4) (52.3)

Net cash used in financing activities............................................ (15.6) (62.2) (15.9)

Net (decrease)/increase in cash and cash equivalents .................... (0.1) (2.4) 44.9

Cash and cash equivalents at the beginning of the year ................ 4.5 4.4 1.9

Cash and cash equivalents at the end of the year ......................... 4.4 1.9 46.9

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Other Consolidated Financial Information


2008 2009 2010 2011 2012 2013

Revenue (U.S.$m) ......................... 53.6 69.3 63.7 106.9 142.6 184.3

Adjusted gross profit (U.S.$m)(1) .. 30.8 42.4 46.2 78.0 104.7 136.1

Total operating costs (U.S.$m)(2) .. 22.4 26.9 17.5 28.9 37.9 48.2

Profit for the year (U.S.$m) .......... 10.7 17.5 11.7 23.2 48.6 69.4

Profit margin (%)(3) ....................... 20% 25% 18% 22% 34% 38%

Adjusted EBITDA (U.S.$m)(4)...... 24.8 35.3 38.8 69.5 94.6 124.7

Adjusted EBITDA margin (%)(5) .. 47% 51% 61% 65% 66% 68%

Adjusted gross profit margin(6) ..... 58% 61% 73% 73% 73% 74%Small vessels .............................. 65% 72% 74% 67% 70% 69%

Large vessels .............................. N/A N/A N/A 81% 79% 82%

Other.......................................... 55% 49% 42% 52% 59% 58%

ROIC(7)...................................... 13% 14% 8% 13% 18% 20%

Notes:

(1) Gross profit minus vessel depreciation, amortisation of dry dock costs and write-off of the Kikuyu’s jacking system.

(2) Cost of sales minus depreciation.

(3) Profit for the year divided by revenue.

(4) Profit for the year, plus taxation charge for the year, depreciation of property, plant and equipment, amortisation of intangiblesand dry docking expenditure, management fee, write-off of asset, IPO/trade sale costs, share appreciation rights, net finance cost,foreign exchange loss, net and loss on sale of asset; minus miscellaneous income and any one-off or non-recurring costs. For areconciliation of Adjusted EBITDA to profit for the year see ‘‘Summary Information’’.

(5) Adjusted EBITDA divided by revenue.

(6) Adjusted gross profit divided by revenue.

(7) (EBIT x (1-effective tax rate))/(total assets-current liabilities-cash and cash equivalents). Effective tax rate = (taxation charge forthe year/profit for the year before taxation)

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Certain Key Operating Data

As at and for the year ended 31 December

2008 2009 2010 2011 2012 2013

Number of SESVs

Small .......................................... 5 6 6 6 7(2) 7

Large.......................................... 0 0 1(1) 2(1) 2 2

Total SESVs .............................. 5 6 7 8 9 9

SESV utilisation(3) (%)Small .......................................... 99% 99% 79% 73% 98% 95%

Large.......................................... N/A N/A N/A 96% 93% 88%

SESV average ............................ 99% 99% 79% 78% 97% 94%

Average day rate(4) (U.S.$’000)Small .......................................... 21.2 26.6 33.1 28.8 27.9 37.9

Large.......................................... N/A N/A N/A 74.7 101.8 111.8

Notes:

(1) Our Large vessels, the Endurance and the Endeavour, were delivered in September 2010 and June 2011.

(2) Our seventh Small vessel, the Kinoa, was delivered in August 2012.

(3) The percentage of available days in the a relevant period during which an SESV is available for hire under contract and in respectof which a client is paying a day rate for rental the charter of the SESV, excluding periods during which an SESV is not availablefor hire due to planned maintenance upgrade work, major mobilisations or construction.

(4) Annual charter income (inclusive of hotel and catering charges) divided by the number of on-hire days.

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PART XI: OPERATING AND FINANCIAL REVIEW

The following discussion and analysis summarises the significant factors affecting our results of

operations and financial condition during the years ended 31 December 2011, 2012 and 2013. This

discussion contains certain forward-looking statements. Our actual results could differ materially from

those discussed in the forward-looking statements. Factors that could cause or contribute to such

differences include, but are not limited to, those discussed below and elsewhere in this Prospectus,

particularly under ‘‘Forward-Looking Statements’’ and Part I: ‘‘Risk Factors’’. This discussion should be

read in conjunction with Part II: ‘‘Presentation of Financial and Other Information’’, Part V: ‘‘Our

Business’’ and Part XIII: ‘‘Historical Financial Information’’ and related notes included elsewhere in this

Prospectus.

Overview

We operate one of the largest independent SESV fleets in the MENA region and one of the largest in

the world. We charter our SESVs to a high-quality client base comprising blue-chip NOCs, IOCs,

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. We

also charter our SESVs for use by leading offshore renewable energy companies to support their

construction and maintenance of wind farms in Northwest Europe.

We segment our business by class of vessel and have three operating segments, Large (or E-class)

vessels, Small (or K-class) vessels and Other vessels. Other vessels comprises the operations of our

two AHTS vessels and our accommodation barge. As we are developing a third class of SESV, the

Mid-Size (or S-class), we expect to have four operating segments beginning in 2015.

Our revenue is principally generated by the day rates for each vessel that we charge pursuant to our

charter contracts, as well as from mobilisation and demobilisation of our vessels and hotel andcatering services onboard our vessels. For the year ended 31 December 2013, we had revenues of

U.S.$184.3 million, an Adjusted gross profit margin of 73.8 per cent., Adjusted EBITDA of

U.S.$124.7 million and an Adjusted EBITDA margin of 68 per cent.

Key Factors Affecting Our Results of Operations

We believe that the following factors have had, and will continue to have, a material effect on our

business, financial condition and results of operations. As many of these factors are beyond ourcontrol, past performance will not necessarily be indicative of future performance, and it is difficult to

predict future performance with any degree of certainty. In addition, important factors that could

cause our actual operations or financial condition to differ materially from those expressed or implied

below include, but are not limited to, factors described in this Prospectus under Part I: ‘‘Risk

Factors’’.

Backlog, Utilisation, SESV Fleet Size and Day Rates

Our revenues and profitability are strongly influenced by our backlog, utilisation rates, SESV fleet size

and day rates.

Backlog

We consider backlog to be a key performance indicator of our business because it gives an indication

of our future revenue and visibility on cash flows. Our contracts normally include two types of terms:

(i) a firm period during which our client commits to use an SESV; and (ii) extension options that are

exercisable at the discretion of our client. We calculate backlog as the sum of the following for each

SESV:

(charter day rate x remaining days contracted)

+ ((estimated average POB x daily messing rate) x remaining days contracted)

+ contracted remaining mobilisation and demobilisation fees

We calculate backlog for both the fixed terms of our current contracts and the extension options set

out in those contracts. The extension options do not represent guaranteed commitments from ourclients, but they do represent a contractual arrangement with us and we believe those arrangements

provide a reasonable indication of our future activity. Some of our contracts can be terminated by

our clients generally without penalty at notice periods typically ranging from 60 to 180 days, although

this has only happened once since 2007. Since 2007, 89 per cent. of our contract extension options

have been exercised.

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Our backlog reflects the estimated future revenue attributable to the remaining term of our existing

firm period contracts and client extension options across all of our vessels. We include new firm

period contracts and extension options in the calculation of our backlog only after we have entered

into firm contracts with the relevant counterparties. We assume that client extension options will beexercised at the day rate under the contract. Before the end of the fixed term contract, our

management seeks to identify prospects for our vessels based on the expressions of interest, requests

for quotation and invitations to tender we have received as well as ongoing discussions with both

existing and potential new clients. Overall market conditions and the competition dynamics in our

markets have a direct impact on the number of contracts we have, their duration and the exercise of

client extension options, and therefore our backlog. While our backlog is a key performance indicator

of our future business, it may be adjusted up or down depending on any early cancellation of

contracts, failure to exercise client extension options, changes to the applicable day rate anddifferences between our estimated average POB and actual POB. In general, our clients are not

required to commit to a minimum POB, and the revenues that we eventually earn from hotel and

catering services onboard our vessels reflect the actual POB. In addition, due to the generally longer-

term nature of our contracts, their extension and/or renewal tends to occur within a relatively

compressed timeframe.

As at 31 December 2013, backlog attributable to our firm period contracts was U.S.$228 million and

backlog attributable to our client extension options was U.S.$205 million, totalling U.S.$434 million.

The following table sets out our backlog as at 31 December 2011, 2012 and 2013.

As at 31 December

2011 2012 2013

(U.S.$m)

Firm period contracts

Large vessels ................................................................................ 71 23 63

Small vessels ................................................................................ 82 113 161

Other............................................................................................ 2 4 4

Firm period contract total........................................................... 155 140 228

Client extension options

Large vessels ................................................................................ 62 39 70

Small vessels ................................................................................ 50 72 134

Other............................................................................................ — 2 1

Client extension options total...................................................... 112 113 205

Total backlog ............................................................................... 267 253 434

The following table sets out our 2014-2018 backlog breakdown as at 31 December 2013.

Year ended 31 December Total

2014 2015 2016 2017 2018 2014 – 2018

(U.S.$m)

Firm period contract . 152 63 13 — — 228

Large vessels .......... 58 5 — — — 63Small vessels .......... 90 58 13 — — 161

AHTS..................... 4 — — — — 4

Client extension

options .................. 24 60 66 43 13 205

Large vessels .......... 9 35 26 — — 70

Small vessels .......... 14 25 40 43 13 134

AHTS..................... 1 — — — — 1

Total .......................... 176 123 79 43 13 434

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Since 2007, 13 out of a total of 19 client extension options with respect to our Small vessels have

been exercised. Since their addition to our fleet in 2011, 29 out of 30 of our client extension options

with respect to our Large vessels have been exercised. Further, 17 out of 17 of our client extension

options with respect to our AHTSs and accommodation barge have been exercised. As the substantialmajority of our clients have been customers since at least 2007, we believe this gives us a reasonable

indication of the probability that future client extension options included in our backlog will be

exercised.

SESV utilisation rate

We define utilisation as the percentage of available days in a relevant period during which an SESV

is under contract and in respect of which a customer is paying a day rate for the charter of the

SESV. Periods during which the SESV is not available for hire due to planned upgrade work, transit

time for long-term relocation to a new region or construction are not included in the available days

figure used in the calculation. In calculating available days for each SESV in a given year, we alsosubtract from a base of 365 days those days spent on mobilisation and demobilisation, planned

refurbishment and, in the case of a newly constructed SESV, delivery time. Maintenance days that are

included in our contracts are counted as available days.

The table below sets out our SESV utilisation rates by vessel for the years ended 31 December 2008,

2009, 2010, 2011, 2012 and 2013.


2008 2009 2010 2011 2012 2013

Average

2008-2013

(Per cent.)

Small

Naashi ................ 93 100 100 100 100 96 98

Kamikaze ........... 100 93 100 95 98 90 96

Kikuyu................ 100 100 99 99 100 84 97

Kawawa.............. 100 100 90 34 99 100 87

Kudeta................ 100 100 53 59 92 100 84

Keloa .................. N/A N/A 32 48 100 97 69

Kinoa.................. N/A N/A N/A N/A 100 100 100

Small vessel

average .............. 99 99 79 73 98 95 90

Large

Endurance .......... N/A N/A N/A 93 100 100 98

Endeavour .......... N/A N/A N/A 100 87 76 87

Large vessel

average .............. N/A N/A N/A 96 93 88 92

Fleet average .......... 99 99 79 78 97 94 91

During 2010 and 2011, the broader oilfield services industry, including the SESV market, experienced

a downturn as global economic conditions deteriorated, which negatively impacted oil prices, resulting

in a number of capital and EPC projects being deferred or delayed. This led to gaps in the utilisation

of certain of our vessels which had been chartered to work in connection with capital expenditure

projects and was reflected predominantly in our 2011 financial results.

The following one-off specific events during 2011, 2012 and 2013 impacted our SESV utilisation rates:

2011

* The Kawawa came off-hire in November 2010. We were the preferred bidder for a five-year

contract for the Kawawa at this time, but, due to delays in the contract negotiations, work did

not commence under the terms of the contract until September 2011 and the vessel was

consequently off-hire for nine months, which is reflected in our 2011 results.

* We signed a contract for the Kudeta in Q4 2010, for work due to commence in May 2011, but

were unable to find any short-term work for the vessel for the intervening period, resulting in

the vessel being off-hire for four months in 2011.

* We signed a contract for the Keloa in Q4 2010, for work due to commence in July 2011, but

were unable to find any short-term work for the vessel for the intervening period, resulting in

the vessel being off-hire for six months in 2011.

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2012

* The Endurance spent one month mobilising from Abu Dhabi to a contract site in the

Mediterranean. On completion of this contract in April 2012, it was mobilised to NorthwestEurope, where it underwent significant planned maintenance to install a larger crane and

additional accommodation units to meet the specifications of its next client, ConocoPhillips, and

to comply with UK HSE requirements. In total, the Endurance was unavailable for five months

during 2012.

* The Endeavour was demobilised in August 2012 and underwent further planned maintenance in

the fourth quarter of 2012. In connection with its demobilisation, we were paid an extraordinary

fee equivalent to 79 days’ hire at the contracted day rate that had applied to the vessel.

2013

* In September 2013, we commenced the replacement of the Kikuyu’s jacking system, which was

originally scheduled to take place in 2014. This resulted in her being off-hire for approximately

four months. We are in negotiations to extend the existing charter of the Kikuyu beyond its

original contract term. We recognised an impairment charge of U.S.$1.5 million, as we disposed

of the old jacking system.

* As a result of the planned maintenance performed in the fourth quarter of 2012, we were

unable to secure a contract for the Endeavour until the second quarter of 2013.

SESV fleet size

The number of SESVs in our fleet has evolved over the period under review, most significantly with

the addition of our two Large vessels in 2010 and 2011. The table below sets out the size of our

SESV fleet during each of the years ended 31 December 2011, 2012 and 2013.


2011 2012 2013

Large............................................................................................ 2(1) 2 2

Small ............................................................................................ 6 7(2) 7

Total............................................................................................. 8 9 9

Notes:

(1) The Endurance and the Endeavour, our first two Large vessels, were delivered in September 2010 and June 2011, respectively.

(2) The Kinoa, our seventh Small vessel, was delivered in August 2012.

Day rates

We believe we have several competitive advantages that enable us to win new contracts and maintain

profitable day rates: (i) the specifications and flexibility of our SESV fleet; (ii) our health and safety

track record; (iii) our operating track record; and (iv) the depth of our management experience and

client relationships. We believe that our ability to retrofit our SESVs to meet specific client demands,

our four-legged jacking system and the speed with which we can mobilise our SESVs among a client’s

assets are key factors in influencing the day rates that we are able to achieve. Our new-build

programme is designed to deliver additional SESVs that will provide us with the ability to broadenthe types of services that we can provide, the types of client we can support and the areas in which

we can support them. However, our day rates may be adversely affected by many factors, including

price competition. We seek to manage this risk through our deep knowledge of the market, including

knowledge of near to medium-term SESV supply, the projects on which our competitors are currently

engaged and those for which they are bidding, as well as identifying other contract opportunities that

may be available to our SESVs. Day rates are also impacted by the length of our contracts and the

timing of their expiry and we are generally able to mitigate our exposure to the impact of pricing

fluctuations by generally entering into longer-term contracts. For example, both the Kamikaze andthe Naashi came off five-year legacy contracts in 2013. They have both been rechartered to the same

client to carry out the same operations, at day rates that represent an increase in their previous day

rates by approximately 105 per cent. and 60 per cent., respectively. Competition varies between

regions, and day rates in general are higher in Northwest Europe given the higher cost of living,

safety standards, labour costs and income taxes.

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We calculate average day rate by dividing the annual charter income by the number of on-hire days.

The table below sets forth the average day rates for our Large and Small SESVs since 2008.

For the year ended 31 December

2008 2009 2010 2011 2012 2013

(U.S.$’000)

Large ......................... N/A N/A N/A 74.7 101.8 111.8

Small.......................... 21.2 26.6 33.1 28.8 27.9 37.9

Based on current market demand, we estimate that, once complete, Mid-Size vessels will support day

rates in the range of U.S.$50,000 to U.S.$70,000, depending upon the location of the vessel and the

duration of the contract.

Client Concentration

Due to the small size of our fleet and the nature of the contracts we enter into, we have historically

been dependent upon relationships with a limited number of blue-chip NOCs, IOCs, EPC contractors

and OEMs. In 2011, 2012 and 2013, our top five clients were responsible for 89 per cent., 83 per

cent. and 64 per cent. of our revenue, respectively. During the periods under review, our top five

clients were ConocoPhillips, ADMA, Saudi ARAMCO, ZADCO and Oxy. However, only one client(ADNOC and/or other members of the ADNOC group) has been one of our top five clients

throughout the periods under review. Our dependence upon the top five customers has been declining

as a result of our diversification into different geographical regions, most notably through the

deployment of our Large vessels to Northwest Europe. Due to the nature and client mix of both the

oil and gas and offshore renewables markets in Northwest Europe, we do not expect similar levels of

customer concentration to develop in future periods. However, in light of our 30+ year history of

working with the ADNOC group of companies, we would expect that ADNOC will continue to be a

major client, even as we continue to diversify our business.

Ability to Win Repeat Business from Existing Clients and Attract New Clients

The majority of our client base comprises blue-chip NOCs, IOCs, EPC contractors and OEMs,

including ADNOC, Saudi ARAMCO, ConocoPhillips and Occidental, that lease our SESVs at

varying contract lengths to provide support to large offshore oil and gas and wind farm projects.

Since 2007, our clients have exercised 59 out of 66 contract extension options, and eight out of 23clients have executed two or more contracts with us. We believe that our ability to maintain our

relationships with, and to win repeat business from, our existing clients has been critical to our

growth and stability of cash flows. A particular challenge is the pre-qualification process which can

take up to 12 months and which is a requirement for tendering for future contracts with these clients.

We have successfully completed the pre-qualification process with each of our NOC and IOC clients,

including in particular ADNOC, Qatar Petroleum, Saudi ARAMCO, Statoil and all of our other

major clients that have such processes. We have also completed the pre-qualification process with a

number of potential clients in order to strengthen our position in bidding for future work with them.In Northwest Europe, we have also completed a number of other certification processes that allow us

to operate, including UK Safety Cases for our two Large vessels.

Extending our current contracts or entering into new contracts with existing clients benefits both us

and our clients. From the client’s perspective, the SESV is readily available on the work site, there is

no mobilisation cost associated with the new contract or client extension option and there is a highlevel of comfort that the SESV will fit their needs and that we are familiar with their policies and

procedures. All of these factors give us a competitive advantage when a client has a contract

extension option or when we tender for the renewal of contracts. In addition, many of our largest

clients tender their contracts through a group of service providers and the exercise of extension

options significantly reduces the administrative burden on all parties involved. From our perspective,

the SESV downtime is reduced, thereby increasing our SESV utilisation rate.

We continue to receive active enquiries in the form of expressions of interest, requests for quotation

and invitations to tender, from current and potential new clients across the MENA and Northwest

Europe regions. We are participating in a number of these tender processes, and, subject to the

availability of our SESVs, we believe that we are well-positioned to be successful given our

differentiated fleet and the supply and demand dynamics in the market.

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Industry Market Conditions

Oil and gas

The substantial majority of our revenue and Adjusted EBITDA has historically been attributable to

the services we provide in the oil and gas sector. Following the global financial crisis in 2008 and

2009, the oilfield services industry, including the SESV market, experienced a downturn which resulted

in the cancellation or delay of capital projects being executed in late 2010 and early 2011. Ourfinancial results were adversely affected in the second half of 2010 and the early part of 2011 because

a significant proportion of our contracts were for Capex-led Activities. When these contracts expired

during that period, the number of opportunities to tender for replacement contracts in the Capex-led

and/or EPC phase of the oil and gas lifecycle was limited. As a result, since then, we began to

diversify our operations, as part of our operating strategy, to include Opex-led projects, particularly

longer-term operating and maintenance-related contracts. As a result, while sustained periods of low

oil prices are likely to reduce our clients’ capital expenditure on exploration and drilling activity, we

believe that we are no longer significantly exposed to such reductions because we now derive themajority of our revenue (approximately 64 per cent. in 2013) from Opex-led projects relating to

inspection, maintenance and repair work on installations during their production phase. As these

services are essential to maintaining production, they are less dependent on changes in oil prices and

generally tend to be recurring as our clients are required to maintain their assets throughout the life

of their fields. In addition, the age profile of the oil and gas infrastructure in the primary markets in

which we operate is characterised by approximately 56 per cent. of offshore structures being more

than 20 years old. Consequently, a significant volume of infrastructure is operating beyond its design

life, and requires regular maintenance and repair work to remain functional. We believe we are wellplaced with our well servicing offering to capitalise on the resulting maintenance, modification and

construction opportunities, as well as efforts by our clients to yield higher recovery rates from existing

infrastructure through well intervention services.

Offshore renewables

In the offshore renewables market, we depend on our clients’ willingness to undertake capital

expenditure and installation projects in the offshore renewable energy sector. During the period under

review, we did not undertake any Opex-led projects in the offshore renewables sector. This willingness

is, in turn, dependent in part on the level of government subsidies and support available to our

clients and end-users in this sector. In common with the oil and gas sector, the global financial crisis

had a negative impact on approvals for a number of projects in the region and, as a consequence, weexpect there to be gaps in the demand for our services in this market during 2014. However, as the

number of wind farms increases, we expect that the demand for maintenance work on these assets

will increase significantly, and that longer-term contracts will become more commonplace. The

introduction of the new Mid-Size vessel will also allow us to offer clients an SESV with the

appropriate specifications to service the renewables maintenance market at competitive day rates.

Given our experience providing long-term maintenance services in the oil and gas market, we believe

that we will be particularly well placed to capitalise on this maturing market as it develops.

Crew Costs

For the year ended 31 December 2013, crew costs accounted for 24 per cent., of our cost of sales,

and increased at a CAGR of 20 per cent. over the period under review. Under the rules of the IMO,

there must be a minimum of 14 to 16 seamen on each of our vessels of varying seniority and

expertise. Crew costs represent the cost related to these individuals operating on board our SESVs,which consists of their wages, the flights they take to and from our SESVs, the training programmes

they undertake on an ongoing basis, as required, and the cost of their accommodation on board our

SESVs. Payroll, bonuses and other staff costs related to non-vessel-related staff are recorded as

administrative expenses and are not included in personnel costs. The day rate at which we pay our

crew is correlated to the regulatory environments in which we operate, with our crew costs in

Northwest Europe exceeding those in the MENA region for a variety of reasons, including statutorily

imposed minimum wages, benefits, leave allowances, and income tax and social security payments.

Furthermore, we have in the past maintained, and may in the future maintain, a core crew on ourSESVs when they are off-hire so that they can be mobilised quickly and at a lower cost when they

are contracted, which results in the incurrence of some crew costs even when an SESV is off-hire.

As we take delivery of additional vessels in our fleet as part of our growth strategy, crew costs will

increase as we hire additional operational crew to operate the vessels once chartered. However, we

expect to realise some benefits from the increased scale of our fleet and, going forward, we expect

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that the ratio of total crew to our SESV fleet size will decline due to our ability to make available

the same relief crews and staffing resources to a larger fleet of vessels.

Description of Key Line Items

Revenue

Revenue primarily comprises charter income, as well as mobilisation and demobilisation revenue and

hotel and catering revenue. Revenue also includes income derived from maintenance, the hire of

equipment, personnel hire and sundry income. The following is a description of the key drivers of ourrevenues for the periods under review.

* Charter income: The substantial majority of our revenue comprises charter income, which

accounted for 81 per cent., 79 per cent. and 91 per cent. of our revenues in 2011, 2012 and

2013, respectively. Charter income comprises the day rates clients pay for the use of our vessels.

* Mobilisation and demobilisation revenue: Our contracts with our clients usually include contracted

fixed fees for the mobilisation and demobilisation of our SESVs. Mobilisation fees typically

cover the downtime a vessel will experience while a new charter party conducts a thorough

inspection of the vessel to confirm that it meets agreed contractual specifications, as well as the

cost of any incidental modifications. We have in the past been able to recover certain capital

costs associated with the repositioning of our Large vessels to Northwest Europe, as well asmodification costs required by our clients. In the past, these modifications have included the

provision of cranes, additional accommodation units and associated infrastructure. Provided that

no vessel modifications are required, in the case of a client extension option or renewal of an

existing contract, no mobilisation fee is usually payable because the SESV is already on site.

Where a client requires a long-distance mobilisation from one region to another (e.g., from

MENA to Northwest Europe), the mobilisation fee does not typically cover both the cost of

transport and the cost of downtime for the vessel. Demobilisation fees cover the costs to bring a

vessel back to her original condition and location at the end of a contract period, as agreed inthe contract. The fees are generally set to recover the cost of downtime for the vessel and any

modifications made to the SESV prior to the commencement of the contract. Demobilisation

fees tend to be of lower value and are agreed in fewer contracts than mobilisation fees. Our

policy is to amortise mobilisation and demobilisation income on a straight line basis over the

expected period of the relevant contract.

Mobilisation and demobilisation revenue for the periods under review are almost entirely related

to our Large vessels, and are viewed by us as one-off in nature due to the relocation of the

Endeavour and the Endurance to the North Sea during 2011 and 2012, respectively. Therefore,mobilisation and demobilisation fees in 2013 were significantly lower than in 2012, and we

expect them to continue to decline as a percentage of revenues in future periods.

* Hotel and catering revenue: Hotel and catering revenue is earned by providing catering services

(meals, laundry and bedding) to all passengers on our vessels. This revenue is variable in nature

depending upon the number of passengers on board times the daily charge out rate for these

services, as well as the nature of the charter contract (i.e., well servicing vs EPC). In 2013, we

averaged between 60 and 75 POB per vessel and paid U.S.$100-110 per day per POB in

Northwest Europe and U.S.$65-85 per day per POB in MENA for hotel and catering services.

Cost of Sales

Cost of sales primarily comprise crew costs, general repairs and maintenance, including annual survey

and other certification costs, insurance, catering services and the costs of providing third party

specialist services, such as additional accommodation units and specialist equipment. We outsource

catering services provided under our chartering contracts to a third party service provider. Of the

foregoing principal cost of sales, catering services and third party specialist services are variable in

nature depending on client requirements. Cost of sales also includes amortisation of dry docking

expenditure and depreciation expenses. Costs associated with mobilisation and demobilisation are

amortised on a straight line basis over the firm period of the relevant contract.

Administrative Expenses

Administrative expenses principally comprise staff costs associated with our land-based employees, as

well as share appreciation rights, travel, legal and professional fees, yard consumables, communication

costs, IT, shipping fees, insurance, training costs, entertainment, licences, equipment transport, rent,

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and marketing and advertising. Staff costs include basic salary, accommodation, bonus and other

allowances of such personnel.

Net Financial Income/(Expense)

Net financial income/(expense) comprises interest on bank borrowings, on finance leases and onshareholder loans, and interest income on cash balances at banks. It does not include capitalised

interest on the portion of a loan used to finance new builds. However, it does include the amortised

fees and costs associated with the establishment of our New Bank Facility.

Taxation Charge for the Year

We operate in a number of jurisdictions. Currently, the only jurisdictions in which our operations are

subject to corporation tax are Qatar, Saudi Arabia and the United Kingdom. As a result, our

effective tax rate for the years ended 31 December 2011, 2012 and 2013 was 11, 5 and 5 per cent.,

respectively. Our SESVs are held via subsidiaries in Panama and their operations are not subject to

corporation tax.

Recent Developments

Our 2013 Bank Facility was restructured in February 2014 to increase the flexibility and tenor of the

facility and to reduce the interest margin payable in connection with existing term loans and future

drawdowns (the restructured facility is referred from here on as ‘‘New Bank Facility’’). In connection

with this restructuring, we incurred fees and expenses of approximately U.S.$5 million, which will be

amortised over the remaining five-year tenor of the New Bank Facility.

In January 2014, we signed a five-year finance lease in respect of a bareboat charter with Navtech for

an enhanced Small vessel, which is expected to be delivered in May 2015. Pursuant to this agreement,

we have the option to purchase the vessel at the date of delivery or on each anniversary date afterthe date of delivery. We currently intend to exercise the option one year after delivery.

We have undertaken a pre-IPO reorganisation. For further detail, see ‘‘Part XVII: ‘‘Additional

Information – Pre-IPO Reorganisation’’.

We currently bid for Saudi ARAMCO’s charter contracts through a Saudi registered joint venturecompany, Gulf Marine Services Saudi Arabia Limited, in which we own a 60 per cent. interest. In

order to fully capture the revenues associated with our operations in Saudi Arabia, we are in

discussions with our joint venture partner to possibly buy out their 40 per cent. interest in the joint

venture. In light of our long-standing relationship with Saudi ARAMCO, we have discussed

alternatives with them and we expect to be able to bid directly for charter contracts through a

corporate entity that is registered in Saudi Arabia. We do not expect the cost of buying out our joint

venture partner or establishing a registered entity in Saudi Arabia initiative to be material.

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Results of Operations

The following table sets forth certain income statement data for the years ended 31 December 2011,

2012 and 2013.Year ended 31 December

2011 2012 2013

(U.S.$m)(% of

revenue) (U.S.$m)(% of

revenue) (U.S.$m)(% of

revenue)Revenue........................................ 106.9 100% 142.6 100% 184.3 100%

Small vessels ............................. 46.7 43.7% 74.7 52.4% 94.4 51.2%Large vessels ............................. 54.0 50.5% 62.3 43.7% 77.7 42.2%Other vessels ............................. 6.2 5.8% 5.7 3.9% 12.1 6.6%

Cost of sales ................................. (43.2) 40.4% (54.2) 38.0% (65.5) 35.5%

Gross profit................................... 63.7 59.6% 88.4 62.0% 118.8 64.5%

Administrative expenses:Share appreciation rights.......... (4.8) 3.9% (2.5) 1.8% — —Other administrative expenses.. (11.0) 10.2% (11.3) 7.9% (14.8) 8.0%

Operating profit ............................ 47.9 44.8% 74.6 52.7% 104.0 56.4%

Finance income ............................ 0.02 0% 0.08 0% 0.6 0%Finance expense ........................... (21.3) 19.9% (23.2) 16.3% (29.5) 16.0%Other (loss)/income ...................... 0.06 0% 0.2 0% (1.2) 0.6%Foreign exchange loss, net ........... (0.3) 0% (0.4) 0% (0.6) 0%

Profit for the year before taxation 26.3 24.6% 51.3 36.0% 73.3 40.0%

Taxation charge for the year ....... (3.1) 2.8% (2.8) 1.9% (3.8) 2.0%

Profit for the year......................... 23.2 21.7% 48.5 34.1% 69.4 37.9%

Revenue

Revenue 2012 vs 2013

Revenue increased by U.S.$41.7 million, or 29.2 per cent., from U.S.$142.6 million in 2012 to

U.S.$184.3 million in 2013. This was due to a U.S.$54.2 million, or 47.6 per cent., increase in charter

income, which was partially offset by a U.S.$0.1 million decrease in hotel and catering income and aU.S.$10.1 million decrease in mobilisation and demobilisation income. In addition, other income fell

by U.S.$2.5 million during the period. By vessel class, revenue attributable to our Small vessels

increased by U.S.$19.7 million from U.S.$74.7 million in 2012 to U.S.$94.4 million in 2013 and

revenue attributable to our Large vessels increased by U.S.$15.4 million from U.S.$62.3 million in

2012 to U.S.$77.7 million in 2013. The following is a discussion of the material components of

revenue in 2012 and 2013.

* Charter income: The U.S.$54.2 million increase in charter income from U.S.$113.9 million in

2012 to U.S.$168.1 million in 2013 was due to a U.S.$27.5 million increase in Large vessel

charter income and a U.S.$21.5 million increase in Small vessel charter income. Charter incomeattributable to our two AHTSs and our accommodation barge increased by U.S.$5.2 million in

2013.

The increase in Small vessel charter income reflected a 21.1 per cent. increase in the average

charter day rates for our Small vessels from U.S.$27,900 in 2012 to U.S.$37,900 in 2013. This

increase reflected the Kinoa’s high day rate, as well as significant increases in the rates for the

Naashi and the Kamikaze, as a result of legacy contracts being renegotiated in 2013. The day

rate for the Kudeta, which spent a portion of 2013 on a short-term construction contract at the

highest day rate in 2013 for any Small vessel, also contributed to the increase. The increase in

average day rates was offset in part by a decrease in average utilisation, from 98 per cent. in2012 to 95 per cent. in 2013. This decline reflected an increase in off-hire days for repair and

maintenance, including the Kikuyu’s 98 days in dry dock to replace its jacking system.

The increase in Large vessel charter income primarily reflected an 8.9 per cent. increase in

average charter day rates from U.S.$101,800 in 2012 to U.S.$111,800 in 2013, which was

partially offset by a decrease in average utilisation of our Large vessel fleet from 93 per cent. in

98

2012 to 88 per cent. in 2013. The increase in the average charter day rate reflected the

Endeavour’s charter in 2013 at market day rates that were significantly higher than the day rate

it had been operating on in 2012. The benefit of that increase was offset in part by the full-year

impact of our having agreed to charter the Endurance from August 2012 at a lower day rate inexchange for a long-term charter contract.

The increase in charter income attributable to our two AHTSs and our accommodation barge

was largely due to our accommodation barge being chartered for most of 2013, after having

been off-hire for most of 2012.

* Mobilisation and demobilisation income: Mobilisation and demobilisation income decreased from

U.S.$14.5 million in 2012 to U.S.$4.5 million in 2013 as a result of the comparatively high feespaid in 2012 in relation to our two Large vessels. In particular, the U.S.$6.7 million

demobilisation fee paid in 2012 in respect of the Endeavour related to the removal, at a client’s

request, of a blade rack which had replaced the helideck in 2011, as well as a U.S.$5.8 million

mobilisation fee paid in relation to the Endurance. In contrast, in 2013, mobilisation and

demobilisation income was primarily attributable to multiple smaller fees earned by the

Endeavour on short-term contracts, which amounted in total to U.S.$2.0 million and to fees

earned by several of our Small vessels ranging from U.S.$0.2 million to U.S.$0.9 million, many

of which related to the installation or removal of temporary accommodation units.

* Hotel and catering income: Hotel and catering income decreased marginally from

U.S.$10.4 million in 2012 to U.S.$10.3 million in 2013, primarily due to decreased utilisation of

our Small vessels.

* Other income: Other income decreased from U.S.$3.7 million in 2012 to U.S.$1.3 million in

2013, primarily due to a decrease in payments for unused maintenance days, as we had fewer

contracts in 2013 that required such payments to be made. The decrease was also due to a

reduction in personnel and equipment hire income from the Naashi and Kamikaze. Those itemshad previously been reported separately, but were included in the charter day rate when the

contracts for those vessels were renegotiated in 2013.

As a result of the foregoing factors, in 2012, the revenue contribution of our seven Small vessels

was higher than that of our Large vessels (52.4 per cent. vs 43.7 per cent., respectively), a trend

that continued in 2013 (51.2 per cent. vs 42.2 per cent., respectively).

Revenue 2011 vs 2012

Revenue increased by U.S.$35.7 million, or 33.4 per cent., from U.S.$106.9 million in 2011 to

U.S.$142.6 million in 2012. This increase was primarily due to an increase of U.S.$27.4 million in

charter income, a U.S.$3.2 million increase in income from hotel and catering, and an increase of

U.S.$3.6 million in mobilisation and demobilisation income over the period. By vessel class, revenue

attributable to our Small vessels increased by U.S.$28.0 million, from U.S.$46.7 million in 2011 to

U.S.$74.7 million in 2012, and revenue attributable to our Large vessels increased byU.S.$8.3 million, from U.S.$54.0 million in 2011 to U.S.$62.3 million in 2012. The following is a

discussion of the material components of our revenue in 2011 and 2012.

* Charter income: The U.S.$27.4 million increase in charter income from U.S.$86.6 million in 2011

to U.S.$113.9 million in 2012 was attributable to a U.S.$24.2 million increase in Small vessel

charter income and a U.S.$3.5 million increase in Large vessel charter income. Charter revenues

attributable to our two AHTSs and our accommodation barge decreased from U.S.$5.8 million

in 2011 to U.S.$5.5 million in 2012.

The increase in Small vessel charter income primarily reflected the increase in average utilisation

of our Small SESVs from 73 per cent. in 2011 to 98 per cent. in 2012, which was partially

offset by a 3.1 per cent. decrease in the average charter day rate for our Small vessels from

U.S.$28,800 in 2011 to U.S.$27,900 in 2012. The increase in average utilisation was principally

due to the delivery of the Kinoa in August 2012 to a client in Saudi Arabia pursuant to a long-

term contract, as well as significant increases in the utilisation rates of the Kawawa, Kudeta and

Keloa SESVs due to their being off-hire in the early part of 2011. The decrease in average day

rates reflected the full year impact of lower rates agreed in 2011 reducing the overall day rateaverage.

The increase in Large vessel charter income reflected a 36.3 per cent. increase in the average

charter day rate for our Large vessels from U.S.$74,700 in 2011 to U.S.$101,800 in 2012. This

was partially offset by a decrease in Large vessel average utilisation from 96 per cent. in 2011 to

99

93 per cent. in 2012. In 2011, the Endurance was chartered out on three short-term contracts in

the MENA region at average day rates that were substantially lower than the market rates for

our Large vessels in the North Sea. The impact of the lower day rates was offset, however, by

higher utilisation. In 2012, we had a strategic opportunity to redeploy the Endurance to theNorth Sea following a short-term engagement in Tunisia. To secure the North Sea contract, we

had to undertake modifications to the vessel, including a UK Safety Case and installation of a

larger crane. These modifications, together with the transit times to Tunisia and the North Sea,

resulted in the Endurance being off-hire for 151 days in 2012, which adversely affected Large

vessel average utilisation rates in 2012. The Endeavour was delivered in June 2011, and was

mobilised to the North Sea where it operated for the remainder of 2011 and the first half of

2012 at a day rate that was priced competitively for the region in exchange for a higher upfront

mobilisation fee. The Endeavour remained off-hire for the rest of 2012, which adversely affectedaverage utilisation rates for the period.

* Mobilisation and demobilisation income: Mobilisation and demobilisation income increased from

U.S.$10.9 million in 2011 to U.S.$14.5 million in 2012 as a result of the comparatively high feespaid in 2012 in relation to our two Large vessels, which constituted the primary source of such

income and included a U.S.$6.7 million fee paid by SCIRA and a U.S.$5.8 million fee paid by

BG Tunisia. In particular, the higher 2012 fees reflected the lack of supply of Large vessels in

the Mediterranean, and the short-term deployment of the Endurance to Tunisia. As part of our

cash management strategy in both 2011 and 2012, we also accepted comparatively lower day

rates in exchange for a higher mobilisation fee paid upfront and a higher demobilisation fee

paid at the end of the contract.

* Hotel and catering income: Hotel and catering income increased from U.S.$7.2 million in 2011 to

U.S.$10.4 million in 2012, primarily due to the Kudeta and Keloa vessels being on-hire for a

full year pursuant to EPC charter contracts that required additional accommodation and

therefore high POB. The increase also reflected the introduction of the Kinoa vessel to our fleet

in August 2012.

* Other income: Other income increased from U.S.$2.3 million in 2011 to U.S.$3.7 million in 2012

due to an increase in payments for unused maintenance days under our charter contracts.

As a result of the foregoing factors, our two Large vessels contributed the largest proportion of

revenue in 2011 (51.0 per cent. compared to 44.0 per cent. for our Small vessels), while in 2012, the

revenue contribution of our seven Small vessels increased and surpassed that of our Large vessels

(52.4 per cent. vs 43.7 per cent., respectively).

Cost of Sales

Cost of sales 2012 vs 2013

Cost of sales increased by U.S.$11.3 million, or 20.8 per cent., from U.S.$54.2 million in 2012 to

U.S.$65.5 million in 2013. The increase was driven by increases in legal and professional fees, catering

costs, repair and maintenance costs, crew costs and insurance. The increase in legal and professional

fees was due to our payment of brokerage fees in respect of contracts for the Kudeta, the Endeavour

and the Endurance. The rise in catering costs was due to the Khawla, our accommodation barge,

being on hire for the substantial majority of 2013 after having been off-hire for most of 2012, and weincurred the full-year impact of costs resulting from a substantial increase to POB on the Endurance

pursuant to the terms of its new contract in 2012. The increase in repair and maintenance costs was

principally due to reclassification of mobilisation and demobilisation costs as repair and maintenance

costs in 2013. These costs primarily relate to vessel modifications, including installation of additional

accommodation units and larger cranes, as well as changes to deck layout, made at the request of

clients. These costs were not capitalised because the vessels were returned to their original

specifications at the end of the contract period. In addition, we recognised a U.S.$1.5 million

impairment charge in relation to the replacement of the Kikuyu’s jacking system, as we had disposedof the old system. Crew costs continued to rise in 2013 as a result of increased competition for

qualified crew in the market and a change in crew rotation policy. Insurance costs also rose in 2013

due to an increase in premiums on our Large vessels following an increase in their book value and

annual premium adjustments to reflect inflation, as well as having to pay a full year of premiums on

the Kinoa.

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Cost of sales 2011 vs 2012

Cost of sales increased by U.S.$11 million, or 25.5 per cent., from U.S.$43.2 million in 2011 to

U.S.$54.2 million in 2012 primarily due to an increase in catering and crew costs over the period.These increases were driven by higher POBs and utilisation rates. Crew costs also increased because

we had to offer higher salaries to attract and retain qualified crew, particularly in respect of our

Large vessels, which were relocated to Northwest Europe where salaries and leave allowances are up

to 40 per cent. higher than rates paid for crews working in the MENA region. Insurance costs also

rose in 2012 as a result of having to pay premiums in respect of the Endurance for the full year, as

the impact of annual premium rises reflect the increase in book value of our Large vessels and the

policy’s annual adjustment for inflation, as well as the costs associated with an excess paid on a

claim.

Gross Profit

Gross profit 2012 vs 2013

For the reasons discussed above, gross profit increased by U.S.$30.4 million, or 34.3 per cent., fromU.S.$88.4 million in 2012 to U.S.$118.8 million in 2013.

We had a gross profit margin of 62 per cent. in 2012, which reflected gross profit margins of 79 per

cent. and 70 per cent. for our Large and Small vessels, respectively. Our gross profit margin increased

to 65 per cent. in 2013, reflecting a higher gross profit margin for our Large vessels of 82 per cent.

that was partially offset by a lower gross profit margin for our Small vessels of 68 per cent. The

gross profit margin for our Large vessels was broadly in line with management expectations andprincipally resulted from higher average day rates. The decrease in utilisation that resulted from the

dry docking time spent repairing the Kikuyu’s jacking system and additional repair and maintenance

undertaken on two other Small vessels during the period also offset the positive impact higher

average day rates in 2013 compared to 2012 had on our gross profit margin.

Gross profit 2011 vs 2012

For the reasons discussed above, gross profit increased by U.S.$24.7 million, or 38.8 per cent., from

U.S.$63.7 million in 2011 to U.S.$88.4 million in 2012.

We had a gross profit margin of 60 per cent. in 2011, which reflected lower than anticipated gross

profit margins for our Large and Small vessels for the period of 73 per cent. and 48 per cent.,

respectively. Gross profit margin reflected the high cost of transit of the Endurance during the periodto Tunisia and generally lower day and utilisation rates for our SESVs chartered in the Arabian Gulf

as a result of prevailing market conditions. Our gross profit margin increased to 62 per cent. in 2012,

reflecting improved gross profit margins for our Small vessels of 70 per cent., primarily as a result of

utilisation rates reflecting an improved economic environment in the oil and gas construction sector in

the Arabian Gulf, and the addition of the Kinoa to the Small vessel fleet in 2012. Gross profit

margin for our Large vessels increased to 79 per cent. in 2012 because of higher average day rates.

Administrative Expenses

Administrative expenses 2012 vs 2013

Other administrative expenses increased by U.S.$3.5 million, or 30.9 per cent., from U.S.$11.3 million

in 2012 to U.S.$14.8 million in 2013, primarily due to a continued increase in staff costs from

additions to our finance and administrative headcount. The increase was also attributable to greatermarketing and advertising expenditure, as we participated in a number of industry-related exhibitions,

both in Northwest Europe and the MENA region, in 2013, as well as approximately U.S.$1.6 million

in costs related to the Offer. In addition, we changed the health and life insurance policies for our

directors and senior managers in 2013, which resulted in increased premium costs.

Administrative expenses 2011 vs 2012

Other administrative expenses increased by U.S.$0.3 million, or 2.7 per cent., from U.S.$11.0 million

in 2011 to U.S.$11.3 million in 2012, primarily due to an increase in staff costs related to an increase

in our administrative headcount. This related principally to overhead and costs in the UK, where we

opened a new office in Aberdeen to support the work of our two Large vessels in Northwest Europe.

Net Finance Costs

Net finance costs 2012 vs 2013

Net finance costs increased by U.S.$5.7 million, or 24.7 per cent., from U.S.$23.1 million in 2012 to

U.S.$28.8 million in 2013, primarily due to a U.S.$360 million syndicated loan facility entered into

101

with ADIB in June 2013. Both of these contributed to higher associated interest expense in 2013. In

addition, in 2013, we capitalised U.S.$0.7 million (nil in 2012) in interest associated with loans taken

out in connection with our new-build programme.

Net finance costs 2011 vs 2012

Net finance costs increased by U.S.$1.8 million, or 8.5 per cent., from U.S.$21.3 million in 2011 to

U.S.$23.1 million in 2012. This was driven by an increase in interest paid on our shareholder loans.

In addition, in 2011, we capitalised U.S.$2.5 million (nil in 2012) in interest associated with loans

taken out in connection with our new-build programme.

Taxation Charge for the Year

Taxation charge for the year 2012 vs 2013

Taxation charge for the year increased by U.S.$1.0 million, or 35.7 per cent., from U.S.$2.8 millionin 2012 to U.S.$3.8 million in 2013, primarily due to an increase in revenue attributable to operations

in the UK, a comparatively higher tax jurisdiction.

Taxation charge for the year 2011 vs 2012

Taxation charge for the year decreased by U.S.$0.37 million, or 11.8 per cent., from U.S.$3.1 million

in 2011 to U.S.$2.8 million in 2012, primarily due to a reduction of taxable income in the United

Kingdom due to the lower average utilisation levels of our Large vessels during the period. In

addition, we did not have any vessels on hire in Saudi Arabia, the highest tax jurisdiction we operate

in, during 2012.

Profit for the Year

Profit for the year 2012 vs 2013

As a result of the foregoing factors, profit for the year increased by U.S.$20.9 million, or 43.8 per

cent., from U.S.$48.5 million in 2012 to U.S.$69.4 million in 2013.

Profit for the year 2011 vs 2012

As a result of the foregoing factors, profit for the year increased by U.S.$25.3 million, or 109.1 per

cent., from U.S.$23.2 million in 2011 to U.S.$48.5 million in 2012.

Liquidity and Capital Resources

We have historically funded our capital expenditure and working capital needs principally through a

combination of cash flows from operations and bank and shareholder financing. Our cash and cash

equivalents as at 31 December 2013 were U.S.$46.9 million, compared to cash and cash equivalents of

U.S.$2.0 million and U.S.$4.4 million as at 31 December 2012 and 2011, respectively. Going forward,

we expect to fund our capital expenditure and working capital needs principally through a

combination of cash flow from operations, the net proceeds of this Offer (after repayment ofshareholder loans) and bank financing (including U.S.$410 million available on Admission under the

New Bank Facility).

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Cash Flow

The following table sets out certain information regarding our cash flow statements during the years



2011 2012 2013

(U.S.$ millions)

Net cash generated from operating activities .............................. 38.7 85.2 113.3

Net cash used in investing activities ............................................ (23.2) (25.4) (52.5)

Net cash used in financing activities............................................ (15.6) (62.2) (15.9)

Net (decrease)/increase in cash and cash equivalents .................... (0.1) (2.4) 44.9

Cash and cash equivalents at end of period .................................. 4.4 2.0 46.9

Net cash generated from operating activities

Net cash generated from operating activities for the year ended 31 December 2013 was

U.S.$113.3 million, an increase of U.S.$28.1 million from U.S.$85.2 million generated from operating

activities for the year ended 31 December 2012. The increase was primarily due to a full year of

operation of the Kinoa and higher day rates for the Endeavour, which resulted in higher profit before

tax.

Net cash generated from operating activities for the year ended 31 December 2012 was

U.S.$85.2 million, an increase of U.S.$45.6 million from U.S.$38.7 million generated from operating

activities for the year end 31 December 2011. The increase primarily reflects higher rates of SESV

utilisation and higher day rates realised on our Large vessels, as well as the positive impact of costcontrol policies implemented by management.

For further discussion of the movements in our working capital, please see ‘‘– Working Capital and

Net Assets’’.

Net cash used in investing activities

Net cash used in investing activities for the year ended 31 December 2013 was U.S.$52.5 million,

principally reflecting construction costs associated with our third Large vessel.

Net cash used in investing activities for the year ended 31 December 2012 was U.S.$25.4 million,

principally reflecting costs associated with the upgrades to our second Large vessel in order to achieve

a UK Safety Case, which was partially offset by an increase in pledged deposits.

Net cash used in investing activities for the year ended 31 December 2011 was U.S.$23.2 million and

principally reflected payments for property, plant and equipment, movement in pledged deposits and

dry docking expenditure.

Net cash used in financing activities

Net cash used in financing activities for the year ended 31 December 2013 was U.S.$15.9 millionreflecting the cash inflows of the new loan facilities to repay previous loans and dividends.

Net cash used in financing activities for the year ended 31 December 2012 was U.S.$62.2 million andreflected repayment of U.S.$49.2 million in bank borrowings, as well as interest payments and

payments on finance lease obligations.

Net cash used in financing activities for the year ended 31 December 2011 was U.S.$15.6 million andreflected repayment of U.S.$101.2 million in bank borrowings, which was offset by the receipt of, and

drawdown under, a U.S.$100 million facility and related interest payments.

103

Working Capital and Net Assets

The following table sets out movements in our working capital during the years ended 31 December

2011, 2012 and 2013.


2011 2012 2013

(U.S.$ millions)

Trade receivables ......................................................................... 26.5 26.3 22.9

Accrued income ........................................................................... — 6.6 14.5

Trade payables(1) ......................................................................... (12.8) (13.6) (8.4)

VAT and other taxes payable...................................................... (1.8) (1.5) (1.8)

Trade working capital .................................................................. 11.9 17.8 27.2Other receivables.......................................................................... 11.3 4.7 5.8

Other payables ............................................................................. (11.1) (8.9) (15.6)

Other working capital .................................................................. (0.3) (4.2) (9.8)

Total working capital ................................................................... 12.3 13.6 17.5

Note:

(1) Trade payables related to payables incurred in relation to capital expenditure.

During periods of vessel construction, capital expenditure has a significant impact on our levels ofworking capital. We do not maintain long-term agreements with the majority of our capital

expenditure suppliers. All material capital expenditures are based on specific quotations and contract

conditions.

104

The following table sets out our net assets as at 31 December 2011, 2012 and 2013.

As at 31 December

2011 2012 2013

(U.S.$ millions)

Non-current assets

Vessels, hulls and work in progress ......................................... 383.8 447.5 484.8

Property and equipment .......................................................... 7.5 8.6 5.6

Intangibles................................................................................ 2.1 1.6 1.1

Drydocking expenditure........................................................... 2.6 0.7 0.8

Loans to related parties ........................................................... 0.5 0.6 —

Fixed asset prepayments .......................................................... — — 2.8

396.5 458.9 495.1

Current assets

Loans to related parties ........................................................... — — 0.4

Derivative financial instrument................................................ — — 0.5

Trade and other receivables ..................................................... 38.1 37.7 43.2

Cash and cash equivalents ....................................................... 4.4 1.9 46.9

42.5 39.6 91.0


Bank borrowings...................................................................... 145.9 102.2 254.3

Obligations under finance leases .............................................. 43.1 88.0 83.1

Loans from related parties....................................................... 25.4 27.8 19.5

Other amounts due to related parties ...................................... 0.8 0.8 —

Provision for employees’ end of service benefits ..................... 1.6 1.6 1.9

Share appreciation rights payable............................................ 5.9 8.4 —

222.7 228.8 358.8

Current liabilities

Trade and other payables ........................................................ 25.7 23.9 25.7

Bank borrowings...................................................................... 48.5 53.7 11.0

Obligations under finance leases .............................................. — 5.1 5.7

Due to related parties .............................................................. — — 0.8

77.0 82.8 43.2

Net assets ..................................................................................... 139.3 187.0 184.2

Current and Non-Current Assets

Our assets principally comprise vessels, hulls and work in progress, property, plant and equipment,

dry-docking costs, trade and other receivables and cash and bank balances. Vessels, hulls and work in

progress represent the historical cost of the vessels in our fleet, as determined by an annual appraisal,

plus capital expenditure on vessel improvement and modifications, the transfer of vessel hulls and

other components and depreciation. Property, plant and equipment primarily comprises vesselequipment and spares together with our office and other buildings in Musaffah. Dry docking costs

relate to the capitalised costs of periodic dry docking or other major repairs to our vessels. Trade and

other receivables comprise amounts owed to us by our customers. Cash and bank balances are

discussed above in ‘‘– Liquidity and Capital Resources – Cash Flow’’.

As at 31 December 2013, we had 12 vessels in our fleet and one Large vessel under construction withcapitalised costs of U.S.$50.7 million. Capital expenditure to modify our two Large vessels to fit

client specifications was also undertaken in 2013. Our work in progress as at 31 December 2013

included our third Large vessel which is currently under construction, as well as further modifications

to the Endeavour, including the installation of a crane.

105

Current and Non-Current Liabilities

Our liabilities principally comprise trade and other payables, share appreciation rights, bank

borrowings and finance lease obligations. Trade and other payables comprise operating and capitalexpenditure payables, as well as accrued expenses, which mainly consist of accrued taxes and interest.

Share appreciation rights relate to an incentive scheme for key members of our management team,

which are 85 per cent. vested (with the remaining 15 per cent. to vest if certain performance

conditions are achieved) and will be exercised on completion of the Offer. Bank borrowings are

discussed below in ‘‘– Financial Liabilities and Contractual Obligations – Indebtedness’’. Finance lease

obligations are discussed below under ‘‘– Financial Liabilities and Contractual Obligations – Finance

Lease Obligations’’.

Trade receivables

We invoice our customers monthly in arrears on credit periods of between 30 and 45 days, though

our clients often take longer to process payments. As at 31 December 2013, the average age of our

receivables was 73 days (2012: 59 days, 2011: 101 days). In addition, large, one-off mobilisation and

demobilisation fees and off-hire periods can impact our level of receivables.

As at 31 December 2013, trade and other receivables amounted to U.S.$43.2 million, a

U.S.$5.5 million, or 14.6 per cent., increase over 2012. The increase was due to a significant balance

of accrued income, which resulted from a short delay in issuing year end invoices. In addition, our

contracts with Saudi ARAMCO state that the customer will retain 10 per cent. of each invoice

balance paid until we present them with a tax certificate. As a result of the delayed payments from

Saudi ARAMCO in 2012 (described below), the receivables balance with them as at 31 December2013 included the retentions for both 2012 and 2013. The balance is expected to be received once the

2013 tax certificate is submitted.

As at 31 December 2012, trade and other receivables amounted to U.S.$37.7 million, a

U.S.$0.4 million, or 14.9 per cent., decrease over 2011. We were unable to invoice certain customers

in December 2012 due to a delay in compiling information from the relevant vessels. This accrued

income was invoiced in January 2013 and subsequently settled. The ageing of our receivables as at31 December 2012 has been impacted by outstanding receivables from two clients. One, in the

amount of U.S.$4.9 million, was due to a serious IT issue with Saudi ARAMCO’s payment systems

and was ultimately paid in early 2013. The other, in the amount of U.S.$0.7 million, was the subject

of a dispute between us and the customer. An insurance claim of U.S.$1.4 million, the proceeds of

which were received in 2013, was also included in other receivables as at 31 December 2012. We have

not recorded a provision for doubtful receivables as we have assessed all outstanding balances as

recoverable.

The following table sets out the ageing of our past due trade receivables as at 31 December 2011,

2012 and 2013.

As at 31 December

2011 2012 2013

(U.S.$ millions)

Past due for 30-60 days ............................................................... 0.3 10.5 8.9

61-90 days .................................................................................... – 5.4 3.391-120 days .................................................................................. – 0.7 0.5

4120 days ................................................................................... 0.2 0.1 3.2

0.5 16.6 16.0

Trade payables

Trade payables includes balances for both opex and capex suppliers. Our suppliers typically offer

credit terms of between 30 and 90 days and we have historically delayed certain payments to helpoptimise our management of cash flows attributable to our trade receivables. As at 31 December

2012, 36 per cent. of our payables were greater than 60 days. Historically, our top five capital

expenditure supplier balances have accounted for approximately 90 per cent. of our payables related

to capital expenditure. We do not maintain long-term agreements with the majority of our suppliers;

material expenditures are based on quotations and specific contract conditions. Dry docking includes

106

the cost of full (every five years) and interim (every two-and-a-half years) surveys of our vessels,

which, on average, cost U.S.$300,000. Survey costs are amortised over the two-and-a-half year period

between surveys.

The following table sets out the ageing of our trade payables as at 31 December 2011, 2012 and2013.

As at 31 December

2011 2012 2013

(U.S.$ millions)

0-30 days...................................................................................... 6.3 5.7 6.4

31-60 days .................................................................................... 1.9 2.9 1.0

61-90 days .................................................................................... 2.8 2.3 0.4

91-180 days .................................................................................. 0.4 1.0 —

4180 days ................................................................................... 1.4 1.6 0.6

Total............................................................................................. 12.8 13.5 8.4

The comparatively lower level of payables as at 31 December 2013 resulted from a change in

purchasing policy that led to more orders direct from suppliers, together with the release of payments

at the end of 2013. Our largest creditors in 2013 were Aramark, which provides hotel services on our

vessels, and Gusto MSC, the designer of our Large and Mid-Size vessels.

The increase in our trade payables as at 31 December 2012 was principally driven by U.S.$1.1 million

of capital expenditure incurred on the Endeavour to meet client requests prior to commencement of anew contract. Our largest creditors in 2012 were Aramark, which provides hotel services on our

vessels, Gulf Capital PJSC, to which we pay an annual management fee, and to Navtech, the

counterparty on the finance leases for the Kinoa and the Keloa. We had a U.S.$1.6 million balance

with Gulf Capital PJSC as at 31 December 2012, which represented management fees from 2007 to

2012, that we paid in July 2013. Following the Offer, we will cease paying any management fee to

Gulf Capital PJSC.

Capital Expenditure

The following table sets out our capital expenditure for the periods under review which related almostentirely to (i) the construction of the Endeavour in 2011, (ii) the modification of the Endeavour and

the Endurance and the construction of our Small SESV, the Kinoa, in 2012 and (iii) the current

construction of our third Large SESV, the Enterprise, in 2013.


2011 2012 2013

(U.S.$ millions)

Modification

Small ........................................................................................ 0.5 1.3 8.5Large ........................................................................................ 0.8 24.2 3.0

Other ........................................................................................ 0.6 0.5 0.9

Total modification ....................................................................... 1.9 25.9 12.4

New vessel construction

Small ........................................................................................ — 50.0(1) —

Large ........................................................................................ 19.9 1.1 37.9

Mid-Size ................................................................................... — — 3.2Other ........................................................................................ — — 0.9

Total new vessel construction...................................................... 19.9 51.1 41.9

Total ............................................................................................ 21.8 77.0 53.5

Note:

(1) Relates to the acquisition of the Kinoa under a finance lease.

107

The substantial majority of our budgeted capital expenditure over the next three years relates to our

new-build programme, which comprises our third and fourth Large vessels and three Mid-Size vessels.

We have budgeted U.S.$85 million for the construction of our third Large vessel (of which, as at

31 December 2013, U.S.$37.9 million had been incurred) and, to account for price inflation,U.S.$89 million for the construction of our fourth Large vessel. We have budgeted U.S.$65 million

for the construction of the first Mid-Size vessel (of which, as at 31 December 2013, U.S.$3.2 million

had been incurred) and U.S.$64 million for the construction of each of the second and third Mid-Size

vessels. We also expect to purchase our Small vessel, the Keloa, which we currently operate pursuant

to a finance lease, and which is not shown in the table below as the full value of the finance lease

was accounted for at the time it commenced. In January 2014, we signed a five-year finance lease in

respect of bareboat charter with Navtech for an enhanced Small vessel. The vessel is currently being

constructed by Navtech and is expected to be delivered in May 2015. The finance lease contains anoption to purchase the vessel at the date of delivery for U.S.$53 million or on each anniversary date

after the date of delivery with a U.S.$2 million discount applying to the purchase price in each year.

Our current intention is to purchase the vessel one year after delivery.

We have budgeted approximately U.S.$324 million for new-builds through the third quarter of 2016,

with a further U.S.$126 million budgeted for the potential acquisition of vessels held pursuant to

finance leases. The following table sets out our budgeted capital expenditures for 2014, 2015 and2016.

Year ending 31 December

2014 2015 2016

(U.S.$ millions)

Modification ................................................................................ 9.3 4.0 4.0

Dry docking................................................................................. 0.2 1.8 1.1

Enhanced Small vessel acquisition .............................................. — 53.0(1) —Large vessel construction............................................................. 39.4 48.0 41.0

Mid-Size vessel construction........................................................ 97.5 74.5 6.0

Total ............................................................................................ 146.3 181.3 52.1

Note:

(1) Relates to the expected acquisition of the enhanced Small vessel currently held under a finance lease. The U.S.$53 millionrepresents U.S.$2 million for the first year of charter plus U.S.$51 million for the anticipated purchase of the vessel pursuant to thefinance lease which is budgeted in the year that the finance lease is expected to commence.

Financial Liabilities and Contractual Obligations

Indebtedness

New Bank Facility

On 5 June 2013, our subsidiary in Abu Dhabi, Gulf Marine Services Company WLL, entered into a

Shari’a-compliant syndicated financing arrangement, co-ordinated by ADIB. In preparation for the

Offer, those financing arrangements were amended and restated on 9 February 2014, and are expected

to be further novated on 4 March 2014, such that as at the date of Admission, the principal

borrower under those facilities will be our wholly owned subsidiary in the UAE, Gulf Marine Middle

East FZE.

On Admission, the total committed facilities will be U.S.$410,000,000, consisting of U.S.$260,000,000


uncommitted capex facilities of U.S.$70,000,000, and a separate undrawn U.S.$40,000,000 working

capital facility provided on a bilateral basis by ADIB, each paying a profit rate of LIBOR + 4.10 per

cent. per annum and having a final maturity date of 4 June 2019.

Among other things, the terms of the New Bank Facility limit permitted additional secured

indebtedness to U.S.$60,000,000; impose a negative pledge over our assets; and limit the sale, transfer

or disposal of assets beyond a limited amount, in each case without the consent of the lenders. There

are no limitations on capex spend (although the capex facilities must be used for the expansion of

our business), and dividends are freely permitted (unless there is an actual and outstanding financial

108

covenant or payment default). There are no mandatory cash sweeps towards the debt; the facilities

are currently amortising (approximately 10 per cent. in aggregate in 2013 and 2014, 10 per cent. in

2015, 15 per cent. in 2016 and 2017, 17.5 per cent. in 2018), with a balloon at final maturity of

around 30 per cent. of the total facilities.

All members of the Group are guarantors and have provided security over their material assets as

collateral for this financing (including mortgages over our vessels). The Shari’a structure used for thefinancing is an Ijara (a sale and leaseback arrangement) in respect of our vessels. This structure does

not limit our use of the vessels in the operation of our business.

Loans from related parties

In addition to our external borrowings, we also have loans outstanding from our shareholders which

are set out in the table below.

2013 2012 2011

(U.S.$‘000)

Loans from other related parties(1)

Gulf Capital P.J.S.C. (‘‘GC’’)(2) ................................................. 645 3,475 3,176

Bridge Capital(3) .......................................................................... 13,703 19,712 18,017

14,348 23,187 21,193

Loans from shareholders

GICI(4) ......................................................................................... 1,125 1,810 1,654

Al Ain Capital LLC(4) ................................................................. 2,056 2,767 2,529

Horizon Energy LLC(5) ............................................................... 1,975 — —

5,156 4,577 4,183

Total ............................................................................................ 19,504 27,764 25,376

Notes:

(1) All loans from related parties were obtained for funding capital requirements. These loans carry interest at 9 per cent. (2012: 9 percent., 2011: 7.2 per cent.) compounded on a monthly basis. These are unsecured loans.

(2) GC had a significant, but not controlling, shareholding in GC Equity Partners Fund II, L.P., the ultimate controlling party of theCompany, immediately prior to the Offer.

(3) Bridge Capital is a wholly owned subsidiary of Gulf Capital.

(4) During 2011, GICI transferred part of its loan, amounting to U.S.$2,484,060, to Al Ain Capital LLC (a 10 per cent. shareholder ofthe Company, immediately prior to the Offer) under the same terms.

(5) During 2013, GC transferred part of its loan, amounting to U.S.$2,838,465, to Horizon Energy LLC (a 10 per cent. shareholder ofthe Company, immediately prior to the Offer) under the same terms.

All of these loans will be repaid in full with proceeds from the Offer.

Finance Lease Obligations

We lease two of our Small SESVs, the Keloa and the Kinoa, under finance leases from Navtech. The

leases were recorded at fair value at their inception in 2010 and 2012, respectively, each for U.S.$50.0

million (AED183.3 million). The term of each lease is five years and we have an option to purchase

the relevant SESV at the expiry of the term. We intend to exercise the purchase options for both

SESVs and have budgeted U.S.$37.5 million for each of the Keloa and the Kinoa. The table below

sets out certain information regarding our payment obligations under the finance leases.

109


2011 2012 2013

(U.S.$ millions)

Minimum lease paymentsWithin one year ........................................................................... 9.2 17.8 17.7

In the second to fifth years.......................................................... 54.0 112.2 97.0

63.2 130.0 114.7

Less: future finance charges......................................................... (17.3) (36.9) (25.9)

45.9 93.1 88.8

Disclosed as:

Amounts due within 12 months .................................................. — 5.1 5.7

Amounts due after 12 months..................................................... 45.9 88.0 83.1

Total remaining outstanding ......................................................... 45.9 93.1 88.8

Risk Management

Interest Rate Risk

We are exposed to interest rate risk on our bank borrowings, which are subject to floating interest

rates. If interest rates had been 50 basis points higher/lower and all other variables were held

constant, our profit for the year ended 31 December 2013 would decrease/increase by U.S.$0.9 million

(2012: decrease/increase by U.S.$0.3 million, 2011: decrease/increase by U.S.$0.4 million). Our

sensitivity to interest rates has increased during the year as we entered into new facilities during theyear.

Credit Risk

Credit risk is the risk that a counterparty will default on its contractual obligations resulting in

financial loss. Credit risk arises principally from our trade and other receivables and bank balances.

We have adopted a policy of only dealing with creditworthy counterparties. Significant revenue is

generated by dealing with high profile, well known customers, for whom the credit risk is assessed to

be low. We attempt to control credit risk by monitoring credit exposures, limiting transactions with

specific, non-related counterparties and continually assessing the creditworthiness of such non-relatedcounterparties. Balances with banks are assessed to have low credit risk of default since our banks

are highly regulated in their respective jurisdictions.

Concentration of credit risk arises when a number of counterparties are engaged in similar business

activities, or activities in the same geographic region, or have similar economic features that would

cause their ability to meet contractual obligations to be similarly affected by changes in economic,

political or other conditions. Concentration of credit risk indicates the relative sensitivity of our

performance to developments affecting a particular industry or geographic location. During 2013, our

vessels were chartered to four Middle Eastern and three international oil companies. These sevencompanies accounted for 85.0 per cent. (2012: 99.8 per cent., 2011: 88.0 per cent.) of our outstanding

trade receivables. The credit risk on liquid funds is limited because the counterparties are banks with

high credit-ratings assigned by international agencies. Trade and other receivables and balances with

banks are not secured by any collateral.

Foreign Exchange Risk

The majority of our transactions are in either UAE dirhams or U.S. dollars. As the UAE dirham is

pegged to the U.S. dollar, balances in U.S. dollars are not considered to represent significant currency

risk. Transactions in other foreign currencies are short term in nature and therefore managementconsiders that the currency risk associated with these transactions is limited and, consequently, this

risk is not typically hedged other than in relation to significant foreign currency capital expenditure

programmes. As the UAE dirham is pegged to the U.S. dollar, it is considered that the foreign

exchange risk on U.S. dollar-denominated assets and liabilities is minimal. At 31 December 2013, if

the exchange rate of the currencies other than the U.S. dollar had increased/decreased by 10 per cent.

110

against the UAE dirham, with all other variables held constant, the Group’s profit for the period

would have been lower/higher by U.S.$0.1 million (2012: lower/higher by U.S.$0.1 million, 2011:

higher/lower by U.S.$0.1 million) mainly as a result of foreign exchange loss or gain on translation of

Euro and sterling-denominated outstandings.

Liquidity Risk

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which hasbuilt an appropriate liquidity risk management framework for the management of our short, medium

and long-term funding and liquidity management requirements. We manage liquidity risk by

maintaining adequate reserves and continuously monitoring forecast and actual cash flows and

matching the maturity profiles of financial assets and liabilities.

Critical Accounting Judgements and Key Sources of Estimation Uncertainty

In the application of our accounting policies, we are required to make judgements, estimates and

assumptions about the carrying amounts of assets and liabilities that are not readily apparent from

other sources. The estimates and associated assumptions are based on historical experience and otherfactors that are considered to be relevant. The following critical judgements and sources of estimation

uncertainty are considered to be the most significant. For further detail, see note 4 to the Historical

Financial Information.

Useful Lives and Residual Values of Vessels

We review the residual values and estimated useful lives of our vessels at the end of each annual

reporting period in accordance with IAS 16 Property, Plant and Equipment. The residual values of

vessels and related equipment are determined based on the scrap value of steel which is calculated

based on the weight and the market rate of steel at the time of asset purchase. If the price per unit

of steel at the balance sheet date varies significantly from that at the date of purchase, the residual

value is reassessed to reflect changes in market value. The estimated useful lives of vessels of between25 and 45 years are our best estimate, with the useful life of any given vessel dependent on factors

such as the operating environment it is expected to work in (including water depth and prevailing

weather conditions) and the condition of the vessel at acquisition.

Impairment of Property, Plant and Equipment

We evaluate the carrying amounts of our vessels and vessels under construction to determine whether

there is any indication that those vessels have suffered an impairment loss. If any such indication

exists, the recoverable amount of vessels is estimated in order to determine the extent of the

impairment loss (if any).

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing

value in use, the estimated future cash flows are discounted to their present value using a pre-tax

discount rate that reflects current market assessments of the time value of money and the risks

specific to the asset for which the estimates of future cash flows have not been adjusted. Theprojection of cash flows related to vessels is complex and requires the use of various estimates,

including future freight rates, vessel utilisation and discount rates. As part of the process of assessing

fair values less costs to sell of the vessel, we obtain vessel valuations from leading, independent and

internationally recognised ship brokers on an annual basis or when there is an indication that the

value of the vessel may be impaired. If an indication of impairment is identified, the need for

recognising an impairment loss is assessed by comparing the carrying amount of the vessels to the

higher of fair value less costs to sell and the value in use.

Share appreciation rights

Share appreciation rights granted to key management employees vest in instalments over a fixed

service period, and are subject to the achievement of performance conditions by the Company andare payable upon an exit event, which is defined as an employee being a good leaver, an initial public

offering or a sale of the business to a third party. Half of the share appreciation rights have a fixed

service period and do not require the employee to be employed when an exit event occurs; the

balance requires the employee to be employed at the time that the exit event occurs. Cash settlement

of the share appreciation rights is made at the time of the exit event.

At 31 December 2012 and 2011, we recognised U.S.$2.5 million and U.S.$4.8 million, respectively, in

our consolidated statement of comprehensive income and a liability of U.S.$8.4 million and

111

U.S.$5.9 million, respectively, in our consolidated statement of financial position relating to the share

appreciation rights.

On 1 January 2013, the Principal Shareholders agreed to assume the share appreciation rights

obligation due to key management employees under the scheme. This represented a modification of

the scheme, effective 1 January 2013, such that from this date it represents an equity settled

compensation arrangement for the Company and a capital contribution of U.S.$7.8 million from thePrincipal Shareholders. There will be no remaining charge to the Company in future periods in

relation to this portion of the scheme.

The remaining 15 per cent. of the unvested share appreciation rights will vest if certain conditions on

exit are met. The charge relating to this residual 15 per cent. will be recognised in the Company’s

consolidated financial statements.

112

PART XII: CAPITALISATION AND INDEBTEDNESS STATEMENT

The following table sets out the consolidated capitalisation and indebtedness of the Group as at

31 December 2013 and has been extracted, without material adjustment, from the accounting records

underlying the Historical Financial Information in Part XIII: ‘‘Historical Financial Information’’.

You should read this table together with Part XI: ‘‘Operating and Financial Review’’ and Part XIII:

‘‘Historical Financial Information’’.

The following tables do not reflect the impact of the Offer on the Group’s capitalisation and

indebtedness, See Part XIV: ‘‘Unaudited Pro Forma Financial Information’’ for an illustration of the

impact of the Offer on the net assets of the Group.

There has been no material change to the Group’s total capitalisation or indebtedness since

31 December 2013.

1. Consolidated Capitalisation and Indebtedness Statement

As at

31 December

2013

U.S.$000

Total current debt

Guaranteed ............................................................................................................................ —

Secured................................................................................................................................... 16,707Unguaranteed/unsecured ....................................................................................................... —

Total current debt.................................................................................................................. 16,707

Total non-current debtGuaranteed ............................................................................................................................ —

Secured................................................................................................................................... 337,355

Unguaranteed/unsecured ....................................................................................................... 19,504

Total non-current debt .......................................................................................................... 356,859

Total debt ............................................................................................................................... 373,566

Shareholders’ equity(1)

Share capital .......................................................................................................................... 273Statutory and other reserves.................................................................................................. 79,409

Retained earnings .................................................................................................................. 103,228

Total capitalisation................................................................................................................. 182,910

Total capitalisation and indebtedness...................................................................................... 556,476

Note:

(1) Excludes non-controlling interests

113

2. Net financial indebtedness

The following table sets out the total net financial indebtedness of the Group as at 31 December

2013, which has been extracted without material adjustment from the Historical Financial Informationin Part XIII: ‘‘Historical Financial Information’’.

As at

31 December

2013

U.S.$000

Cash and cash equivalents..................................................................................................... 46,897

Liquidity ................................................................................................................................. 46,897

Current financial receivable(1) ................................................................................................. 2,780

Current portion of non-current debt(2).................................................................................. (13,000)

Other current financial debt(3) ............................................................................................... (5,697)

Current financial debt ............................................................................................................. (18,697)

Net current financial indebtedness .......................................................................................... 30,980

Non-current bank loans(2) ..................................................................................................... (260,499)

Other non-current loans(4) ..................................................................................................... (102,590)

Non-current financial indebtedness.......................................................................................... (363,089)

Net financial indebtedness....................................................................................................... (332,109)

Notes:

(1) Represents pledged and guaranteed deposits and loans to related parties

(2) Excludes unamortised finance costs

(3) Represents amounts due under finance leases

(4) Loans to related parties and amounts due under finance leases

114

PART XIII: HISTORICAL FINANCIAL INFORMATION

Section A – Accountant’s Report on Historical Financial Information

Deloitte LLP

2 New Street Square

London EC4A 3BZ

The Board of Directors

on behalf of Gulf Marine Services PLC

c/o Hackwood Secretaries Limited

One Silk StreetLondon

EC2Y 8HQ



London

EC1A 1HQ

Barclays Bank PLC5 The North Colonnade

Canary Wharf

London

E14 4BB

14 March 2014

Dear Sirs

Gulf Marine Services PLC (the ‘‘Company’’)

We report on the consolidated financial information for the three years ended 31 December 2013 of

GMS Global Commercial Investments LLC and its subsidiaries (together, the ‘‘GMS Group’’) set out

in Section B of Part XIII of the prospectus dated 14 March 2014 of the Company (the

‘‘Prospectus’’). This financial information has been prepared for inclusion in the Prospectus on thebasis of the accounting policies set out in note 3 to the financial information. This report is required

by Annex I item 20.1 of Commission Regulation (EC) No 809/2004 (the ‘‘Prospectus Directive

Regulation’’) and is given for the purpose of complying with that requirement and for no other

purpose.

Responsibilities

The Directors of the Company are responsible for preparing the financial information in accordance

with International Financial Reporting Standards as adopted by the European Union (‘‘IFRS’’).

It is our responsibility to form an opinion on the financial information and to report our opinion to

you.

Save for any responsibility arising under Prospectus Rule 5.5.3R(2)(f) to any person as and to the

extent there provided, to the fullest extent permitted by law we do not assume any responsibility and

will not accept any liability to any other person for any loss suffered by any such other person as aresult of, arising out of, or in connection with this report or our statement, required by and given

solely for the purposes of complying with Annex I item 23.1 of the Prospectus Directive Regulation,

consenting to its inclusion in the Prospectus.

Basis of opinion

We conducted our work in accordance with Standards for Investment Reporting issued by theAuditing Practices Board in the United Kingdom. Our work included an assessment of evidence

relevant to the amounts and disclosures in the financial information. It also included an assessment of

significant estimates and judgements made by those responsible for the preparation of the financial

information and whether the accounting policies are appropriate to the entity’s circumstances,

consistently applied and adequately disclosed.

115

We planned and performed our work so as to obtain all the information and explanations which we

considered necessary in order to provide us with sufficient evidence to give reasonable assurance that

the financial information is free from material misstatement whether caused by fraud or other

irregularity or error.

Our work has not been carried out in accordance with auditing or other standards and practices

generally accepted in jurisdictions outside the United Kingdom, including the United States ofAmerica, and accordingly should not be relied upon as if it had been carried out in accordance with

those standards and practices.

Opinion on financial information

In our opinion, the financial information gives, for the purposes of the Prospectus, a true and fair

view of the state of affairs of the GMS Group as at 31 December 2013, 2012 and 2011, and of its

profits, cash flows and changes in equity for the periods then ended in accordance with the basis ofpreparation set out in note 3 to the financial information in accordance with IFRS.

Declaration

For the purposes of Prospectus Rule 5.5.3R(2)(f), we are responsible for this report as part of the

Prospectus and declare that we have taken all reasonable care to ensure that the information

contained in this report is, to the best of our knowledge, in accordance with the facts and contains

no omission likely to affect its import. This declaration is included in the Prospectus in compliance

with Annex I item 1.2 of the Prospectus Directive Regulation.

Yours faithfully

Deloitte LLP

Chartered Accountants

Deloitte LLP is a limited liability partnership registered in England and Wales with registered number

OC303675 and its registered office at 2 New Street Square, London EC4A 3BZ, United Kingdom.

Deloitte LLP is the United Kingdom member firm of Deloitte Touche Tohmatsu Limited (‘‘DTTL’’), a

UK private company limited by guarantee, whose member firms are legally separate and independent

entities. Please see www.deloitte.co.uk/about for a detailed description of the legal structure of DTTL

and its member firms.

116

Section B – Historical financial information of the GMS Group for the three years ended 31 December 2011,

2012 and 2013.

Consolidated statement of comprehensive incomefor the years ended 31 December 2013, 2012 and 2011

Notes 2013 2012 2011

(U.S.$’000s)

Revenue ...................................................................... 21 184,264 142,622 106,941

Cost of sales ............................................................... (65,506) (54,212) (43,205)

Gross profit................................................................. 118,758 88,410 63,736Administrative expenses:

Share appreciation rights ....................................... 31 — (2,450) (4,834)

Other administrative expenses................................ (14,778) (11,309) (11,024)

(14,778) (13,759) (15,858)

Finance income .......................................................... 23 693 82 22

Finance expense ......................................................... 22 (29,495) (23,175) (21,352)

Other (loss)/income .................................................... (1,247) 168 63Foreign exchange loss, net ......................................... (637) (392) (262)

Profit for the year before taxation............................. 73,294 51,334 26,349

Taxation charge for the year ..................................... 18 (3,861) (2,758) (3,127)

Profit for the year....................................................... 24 69,433 48,576 23,222

Other comprehensive income

Exchange differences on translating foreignoperations .............................................................. 568 42 —

Total comprehensive income for the year .................... 70,001 48,618 23,222

Profit attributable to:Owners of the Company............................................ 68,201 48,081 22,181

Non-controlling interests ........................................... 1,232 495 1,041

69,433 48,576 23,222

Total comprehensive income attributable to:Owners of the Company............................................ 68,769 48,123 22,181


70,001 48,618 23,222

Earnings per share

(U.S.$’000s per share)

Basic and diluted........................................................ 17 68.20 48.08 22.18

All results are derived from continuing operations in each period.

117

Consolidated statement of financial position

at 31 December 2013, 31 December 2012, and 31 December 2011

Notes 2013 2012 2011

(U.S.$’000s)

ASSETS

Non-current assets

Property, plant and equipment .................................. 6 490,354 456,005 391,307

Intangibles.................................................................. 7 1,125 1,621 2,116

Dry docking expenditure ........................................... 8 778 687 2,542

Loans to related parties ............................................. 26 — 561 540

Fixed asset prepayments ............................................ 2,827 — —

Total non-current assets.............................................. 495,084 458,874 396,505

Current assets

Loans to related parties ............................................. 26 445 — —

Derivative financial instrument.................................. 30 541 — —

Trade and other receivables ....................................... 9 43,249 37,719 38,139

Cash and cash equivalents ......................................... 10 46,897 1,967 4,400

Total current assets .................................................... 91,132 39,686 42,539

Total assets................................................................. 586,216 498,560 439,044

EQUITY AND LIABILITIES

Capital and reserves

Share capital .............................................................. 11 273 273 273

Statutory reserve ........................................................ 12 136 136 136

Restricted reserve ....................................................... 13 136 136 136

Capital contribution................................................... 14 78,527 70,750 70,750

Translation reserve..................................................... 610 42 —

Retained earnings....................................................... 103,228 115,027 66,946

Attributable to the Owners of the Company............. 182,910 186,364 138,241


Total equity ................................................................ 184,238 186,962 139,336


Bank borrowings........................................................ 15 254,269 102,248 145,939

Obligations under finance leases ................................ 29 83,086 88,015 43,064

Loans from related parties......................................... 16 19,504 27,764 25,377

Due to related parties ................................................ 26 — 782 782

Provision for employees’ end of service benefits ....... 19 1,910 1,636 1,600

Share appreciation rights payable.............................. 31 — 8,357 5,907

Total non-current liabilities......................................... 358,769 228,802 222,669

Current liabilities

Trade and other payables .......................................... 20 25,720 23,983 25,723

Bank borrowings........................................................ 15 11,010 53,693 48,460

Obligations under finance leases ................................ 29 5,697 5,120 2,856

Due to related parties 26 782 — —

Total current liabilities ............................................... 43,209 82,796 77,039

Total liabilities............................................................ 401,978 311,598 299,708

Total equity and liabilities .......................................... 586,216 498,560 439,044

118

Consolidated statement of changes of equity

for the years ended 31 December 2013, 31 December 2012, and 31 December 2011

Share

capital

Statutory

reserve

Restricted

reserve

Capital

contribution

Foreign

currency

translation

reserve

Retained

earnings

Attributable

to the

Owners

of the

Company

Non-

controlling

interests

Total

equity

(U.S.$’000s)

Balance at 1 January

2011 .......................... 273 136 136 70,750 — 44,765 116,060 54 116,114

Total comprehensive

income for the year .. — — — — — 22,181 22,181 1,041 23,222


2012 .......................... 273 136 136 70,750 — 66,946 138,241 1,095 139,336

Total comprehensive

income for the year .. — — — — 42 48,081 48,123 495 48,618

Dividends paid during

the year

(note 33) ................... — — — — — — — (992) (992)


2013 .......................... 273 136 136 70,750 42 115,027 186,364 598 186,962

Transfer of share

appreciation rights

payable (note 31) ...... — — — 7,777 — — 7,777 — 7,777

Total comprehensive

income for the year .. — — — — 568 68,201 68,769 1,232 70,001

Dividends paid during

the year (note 33) — — — — — (80,000) (80,000) (502) (80,502)

Balance at 31 December

2013 .......................... 273 136 136 78,527 610 103,228 182,910 1,328 184,238

119

Consolidated statement of cash flows

for the years ended 31 December 2013, 31 December 2012, and 31 December 2011

2013 2012 2011

(U.S.$’000s)

Operating activities

Profit for the year before taxation .......................................................... 73,294 51,334 26,349

Adjustments for:

Depreciation of property, plant and equipment ................................. 15,490 14,399 12,153

Amortisation of intangibles................................................................. 496 496 1,680

Amortisation of dry docking expenditure ........................................... 764 2,313 2,648

End of service benefit charge............................................................... 525 443 409

End of service benefits paid................................................................. (251) (407) (340)

Provision for doubtful debts ............................................................... 105 — —

Fair value (gain)/loss on derivative financial instrument .................... (541) — 394

Loss on scrapping of property, plant and equipment......................... 1,507 — —

Loss on disposal of property, plant and equipment ........................... 1,278 (26) (23)

Share appreciation rights expense ....................................................... — 2,450 4,834

Interest income .................................................................................... (152) (82) (22)

Interest expense ................................................................................... 26,001 22,390 20,346

Write-off of unamortised issue costs ................................................... 2,154 — —

Payments of share appreciation rights ................................................ (580) — —

Amortisation of issue costs ................................................................. 1,340 785 612

Cash flow from operating activities before movement in working capital . 121,430 94,095 69,040

Increase in trade and other receivables................................................... (4,342) (7,410) (12,951)

(Decrease)/increase in trade and other payables ..................................... (22) 839 (17,373)

Cash generated from operations ............................................................... 117,066 87,524 38,716

Taxation paid .......................................................................................... (3,723) (2,337) —

Net cash generated from operating activities............................................ 113,343 85,187 38,716

Investing activities

Payments for property, plant and equipment ......................................... (48,502) (29,108) (19,879)

Proceeds from disposal of property, plant and equipment..................... 847 37 29

Fixed asset prepayments ......................................................................... (2,827) — —

Dry docking expenditure incurred .......................................................... (855) (458) (571)

Movement in pledged deposits................................................................ (1,602) 4,411 (3,445)

Movement in guarantee deposits ............................................................ 309 (353) 669

Interest received ...................................................................................... 135 60 —

Net cash used in investing activities ......................................................... (52,495) (25,411) (23,197)

Financing activities

Bank borrowings received....................................................................... 280,000 10,000 115,966

Issue cost paid......................................................................................... (9,391) — —

Repayment of bank borrowings ............................................................. (164,844) (49,244) (101,153)

Repayment of loans from related parties ............................................... (10,410) — —

Interest paid ............................................................................................ (26,552) (16,335) (28,725)

Payment on obligations under finance lease ........................................... (4,352) (5,638) (1,721)

Dividends paid ........................................................................................ (80,502) (992) —

Decrease in loans to related parties ........................................................ 133 — —

Net cash used in financing activities ......................................................... (15,918) (62,209) (15,633)

Net increase/(decrease) in cash and cash equivalents................................ 44,930 (2,433) (114)

Cash and cash equivalents at the beginning of the year......................... 1,967 4,400 4,514

Cash and cash equivalents at the end of the year (note 10)...................... 46,897 1,967 4,400

Non-cash transactions

Acquisition of a vessel through a finance lease (note 29)....................... — 50,000 —

Transfer of share appreciation rights obligations to shareholders(note 31) ............................................................................................. 7,777 — —

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Notes to the historical financial information

for years ended 31 December 2013, 2012 and 2011

1 General information

GMS Global Commercial Investments LLC (‘‘GMS’’) was registered as a limited liability company on

15 May 2007 in Abu Dhabi, United Arab Emirates. The registered office of the GMS is PO Box

46046, Abu Dhabi.

The principal activities of GMS and its subsidiaries (together referred to as the ‘‘GMS Group’’) are

investing in, establishing and managing commercial, and industrial projects as well as chartering and

operating a fleet of specially designed and built vessels.

The shareholding of GMS as at 31 December 2013 was as follows:

* Green Investment Commercial Investments LLC with 79 per cent. (2012: 79 per cent., 2011: 78.2

per cent.) shareholding;

* Horizon Energy LLC with 10 per cent. (2012: 10 per cent., 2011: 9.9 per cent.) shareholding;

* Al Ain Capital LLC (formerly known as Al Bateen Investment Company LLC) with 10 per

cent. (2012: 10 per cent., 2011: 9.9 per cent.) shareholding;

* Ocean Investments Trading LLC with 1 per cent. shareholding for all periods shown; and

* GMS Management Investment L.P. with 0 per cent. (2012: 0 per cent., 2011: 1 per cent.)shareholding.

At the end of the reporting period, the ultimate controlling party was GC Equity Partners Fund II,

L.P. (the ‘‘Fund’’), which is registered in the Cayman Islands and beneficially owns 100 per cent. of

GCCS MENA Investment Ltd. GCCS MENA, under a Mudarabha agreement, has the rights over

98 per cent. of the net assets of Green Investment Commercial Investments LLC. GC Equity PartnersFund II, L.P. has the right over the remaining 2 per cent. of the net assets of Green Investment

Commercial Investments LLC through a management consultancy agreement. Neither Green

Investments Commercial Investments LLC nor the Fund prepare consolidated financial statements

which are available for public use. The Fund is sponsored and managed by Gulf Capital P.J.S.C and

its affiliates.

2 Adoption of new and revised International Financial Reporting Standards (IFRSs)

The GMS Group has not applied the following new and revised IFRSs that have been issued but are

not yet effective.

New and revised IFRSs

Effective for annual

periods beginning

on or after

Annual improvements 2010-2012 covering amendments to IFRS 2, IFRS 3, IFRS 8,

IFRS 13, IAS 16, IAS 24 and IAS 38

1 July 2014

Annual improvements 2011-2013 covering amendments to IFRS 1, IFRS 3, IFRS 13and IAS 40

1 July 2014

Amendment to IAS 19 Employee Benefits relating to defined benefit plans and

employee contributions

1 July 2014

Management anticipates that the application of the above Standards and Interpretations in future

periods will have no material impact on the financial statements of the Group in the period of initial

application.

3 Significant accounting policies

The GMS Group’s significant accounting policies adopted in the preparation of this financial

information are set out below. These policies have been consistently applied to all the years presented.

Statement of compliance

The consolidated financial information has been prepared in accordance with International FinancialReporting Standards (‘‘IFRSs’’) as adopted by the European Union (‘‘EU’’) and therefore the

financial information presented complies with Article 4 of the EU IAS Regulation. IFRS includes the

standards and interpretations approved by the International Accounting Standards Board (‘‘IASB’’)

including International Accounting Standards (‘‘IAS’’) and interpretations issued by the International

Financial Reporting Interpretations Committee (‘‘IFRIC’’).

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The historical financial information has been prepared solely for the purposes of this Prospectus and

does not constitute statutory accounts.

Basis of preparation

The historical financial information has been prepared on the historical cost basis, except for

derivative financial instruments and share appreciation rights payable. Historical cost is generally

based on the fair value of the consideration given in exchange for assets. The principal accounting

policies adopted are set out below.

Basis of consolidation

The historical financial information incorporates the financial statements of GMS and entities

controlled by GMS (its subsidiaries). Management have assessed the control which GMS has over its

subsidiaries in accordance with IFRS 10 Consolidated Financial Statements which provides that aninvestor controls an investee when the investor is exposed, or has rights, to variable returns from its

involvement with the investee and has the ability to affect those returns through its power over the

investee.

Details of GMS’s subsidiaries at 31 December 2013, 2012 and 2011 are as follows:

Proportion of Ownership

Interest

Place of

Name Registration 2013 2012/2011 Type of Activity

Gulf Marine Services Company WLL... Abu Dhabi 100% 100% Marine Contractors

Offshore Holding Invt SA ..................... Panama 100% 100% Holding Company

Offshore Logistics Invt SA .................... Panama 100% 100% Owner of Barge ‘‘Naashi’’

Offshore Equipment Invt SA................. Panama 100% 100% Operator of offshore barges

Offshore Navigation Invt SA................. Panama 100% 100% Operator of offshore barges

Offshore Workboat Invt SA.................. Panama 100% 100% Operator of offshore barges

Offshore Production Invt SA................. Panama 100% 100% Operator of offshore barges

Offshore Accommodation Invt SA........ Panama 100% 100% Owner of ‘‘Khawla 181’’

Offshore Jack-up Invt SA...................... Panama 100% 100%

Owner of Barge

‘‘Kamikaze’’

Offshore Computer Invt SA .................. Panama 100% 100%

Ownership of computer

equipment

Offshore Craft Invt SA.......................... Panama 100% 100%

Owner of Barge ‘‘GMS

Endeavour’’

Offshore Structure Invt SA.................... Panama 100% 100% Owner of Barge ‘‘Kikuyu’’

Offshore Maritime Invt SA ................... Panama 100% 100% Owner of ‘‘Helios’’

Offshore Tugboat Invt SA..................... Panama 100% 100% Owner of ‘‘Atlas’’

Offshore Boat Invt SA........................... Panama 100% 100% Owner of Barge ‘‘Kawawa’’

Offshore Kudeta Invt SA ...................... Panama 100% 100% Owner of Barge ‘‘Kudeta’’

Offshore Endurance Invt SA ................. Panama 100% 100%

Owner of Barge

‘‘Endurance’’

Mena Marine Limited............................

Cayman

Islands 100% 100%

General investment and

trading

GMS GP Management

Limited..............................................

Cayman

Islands 100% 100%

General investment and

trading

Gulf Marine Services (UK) Limited......

United

Kingdom 100% 100% Operator of offshore barges

Gulf Marine Services Saudi Arabia

Limited..............................................

Saudi

Arabia 60% 60% Operator of offshore barges

Gulf Marine Services (Asia) Pte. Ltd. ... Singapore 100% — Operator of offshore barges

The results of subsidiaries acquired or disposed of during the year are included in the consolidated

statement of comprehensive income from the effective date of acquisition or up to the effective date

of disposal, as appropriate.

Where necessary, adjustments are made to the results of subsidiaries to bring their accounting policiesin line with those used by other members of the GMS Group.

All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

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Non-controlling interests in subsidiaries are identified separately from the GMS Group’s equity

therein. The interests of non-controlling shareholders may be initially measured either at fair value or

at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net

assets. The choice of measurement basis is made on an acquisition-by-acquisition basis. Subsequent toacquisition, the carrying amount of non-controlling interests is the amount of those interests at initial

recognition plus the non-controlling interests’ share of subsequent changes in equity. Total

comprehensive income is attributed to non-controlling interests even if this results in the non-

controlling interests having a deficit balance.

Changes in the GMS Group’s interests in subsidiaries that do not result in a loss of control are

accounted for as equity transactions. The carrying amounts of the GMS Group’s interests and thenon-controlling interests are adjusted to reflect the changes in their relative interests in the

subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted

and the fair value of the consideration paid or received is recognised directly in equity and attributed

to owners of GMS.

Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The

consideration for each acquisition is measured at the aggregate of the fair values (at the date ofexchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the GMS

Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or

loss as incurred. Fair value is determined as the amount for which an asset could be exchanged, or a

liability transferred, between knowledgeable, willing parties in an arm’s length transaction.

The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for

recognition under IFRS 3(2008) are recognised at their fair value at the acquisition date.

When the GMS Group loses control of a subsidiary, the profit or loss on disposal is calculated as the

difference between (i) the aggregate of the fair value of the consideration received and the fair value

of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and

liabilities of the subsidiary and any non-controlling interests. Amounts previously recognised in other

comprehensive income in relation to the subsidiary are accounted for (i.e. reclassified to profit or loss

or transferred directly to retained earnings) in the same manner as would be required if the relevant

assets or liabilities were disposed of. The fair value of any investment retained in the formersubsidiary at the date when control is lost is regarded as the fair value on initial recognition for

subsequent accounting under IAS 39 Financial Instruments: Recognition and Measurement or, when

applicable, the cost on initial recognition of an investment in an associate or jointly controlled entity.

Going concern

The historical financial information has been prepared on the going concern basis. The use of this

basis of accounting takes into consideration the GMS Group’s current and forecast financial position,

including the capital commitments described in note 28, together with proceeds receivable by the

GMS Group for the offer of new shares.

Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and

services in the ordinary course of the GMS Group’s activities. Revenue is recognised only when it is

probable that the economic benefits associated with a transaction will flow to the GMS Group andthe amount of revenue can be measured reliably and is stated net of sales taxes if applicable (such as

VAT) and discounts. If advances are received from customers for future contractual services, the

revenue is deferred until the services are provided.

Revenue from charter income and the hire of vessel personnel and equipment

Revenue from services is recognised as the services are rendered, including where they are based on

contractual daily rates for the chartering of vessels in respect of multi-year service contracts. Income

from vessels hired on time and voyage charters and the hire of equipment or personnel is accounted

for on a time apportionment basis in line with agreed contract terms.

Contract mobilisation/demobilisation revenue

Charter contracts generally provide for payment on a daily rate basis, and revenues are recognized as

the work progresses with the passage of time. In addition, we frequently receive lump-sum payments

at the outset or at the end of a contract for equipment moves or modifications. Lump-sum fees

received for equipment moves (and related costs) and fees received for contract-specific equipment

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modifications or upgrades are initially deferred and amortised on a straight-line basis over the

expected term of the contract. The costs of contractual equipment modifications or upgrades and the

costs of the initial move of newly acquired rigs are capitalised and depreciated in accordance with the

GMS Group’s fixed asset capitalisation policy. The costs of moving equipment while not undercontract are expensed as incurred.

We recognise revenue for certain reimbursable costs. Each reimbursable item and amount is stipulated

in the GMS Group’s contract with the customer, and such items and amounts frequently varybetween contracts. We recognise reimbursable costs on the gross basis, as both revenues and expenses,

because we are the primary obligor in the arrangement, have discretion in supplier selection, are

involved in determining product or service specifications and assume full credit risk related to the

reimbursable costs.

Revenue from messing and accommodation services

Revenue from these services is recognised as the services are rendered, including where they are based

on contractual daily rates for providing accommodation and messing services which may include

catering and cleaning services.

Interest income

Interest revenue is recognised when it is probable that the economic benefits will flow to the GMS

Group and the amount of revenue can be measured reliably. Interest revenue is accrued on a time

basis, by reference to the principal outstanding and at the effective interest rate applicable, which isthe rate that exactly discounts estimated future cash receipts through the expected life of the financial

asset to that asset’s net carrying amount on initial recognition.

Maintenance income

Maintenance income relates to maintenance work which is carried out on vessels during times that

the vessel is on hire. This is done periodically throughout the year and is charged to customers in

accordance with agreed contractual daily rates. Maintenance revenue is recognised when the work

takes place.

Sundry income

Sundry income relates to handling charges which are applied to costs which are paid by GMS and

then recharged to the customer. The revenue is recognised when the costs are recharged to customers

with the handling charge applied.

Leasing

Operating lease payments are recognised as an expense on a straight-line basis over the lease term,

except where another systematic basis is more representative of the time pattern in which economic

benefits from the leased asset are consumed. Contingent rentals arising under operating leases are

recognised as an expense in the period in which they are incurred.

In the event that lease incentives are received to enter into operating leases, such incentives are

recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental

expense on a straight-line basis, except where another systematic basis is more representative of the

time pattern in which economic benefits from the leased asset are consumed.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the

risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Assets held under finance leases are initially recognised as assets of the GMS Group at their fair

value at the inception of the lease or, if lower, at the present value of the minimum lease payments

calculated using the GMS Group’s incremental borrowing rate. The corresponding liability to the

lessor is included in the consolidated statement of financial position as a finance lease obligation.

Lease payments are apportioned between finance charges and reduction of the lease obligation so as

to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are

charged directly to profit or loss, unless they are directly attributable to qualifying assets, in which

case they are capitalised in accordance with the GMS Group’s general policy on borrowing costs (see

below).

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Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and accumulated

impairment losses (if any). The cost of property, plant and equipment is their purchase cost togetherwith any incidental expenses of acquisition. Subsequent expenditure incurred on vessels is capitalised

where the expenditure gives rise to future economic benefits in excess of the originally assessed

standard of performance of the existing assets.

Depreciation is recognised so as to write off the cost of property, plant and equipment less theirresidual values over their useful lives, using the straight-line method. The residual values of vessels

and related equipment are determined taking into consideration the expected scrap value of the vessel,

which is calculated based on the weight and the market rate of steel at the time of asset purchase. If

the price per unit of steel at the balance sheet date varies significantly from that on date of purchase,

the residual value is reassessed to reflect changes in market value. The estimated useful lives used for

this purpose are:

Vessels................................................................................................................................... 25 – 45 years

Land, buildings and improvements ...................................................................................... 5 – 20 years

Vessel spares, fittings and other equipment ......................................................................... 3 – 10 yearsOffice equipment and fittings ............................................................................................... 3 – 5 years

Motor vehicles ...................................................................................................................... 3 years

Taking into consideration independent professional advice, management considers 25 to 45 years from

the date of construction of the vessel as the estimated useful life of vessels for the purpose of

calculating depreciation. The estimated useful life depends on the type and nature of the vessel.

The estimated useful lives, residual values and depreciation method are reviewed at each year end,

with the effect of any changes in estimate accounted for on a prospective basis.

The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is

determined as the difference between the sale proceeds and the carrying amount of the asset and is

recognised within administrative expenses in the income statement.

The depreciation charge for the period is allocated between cost of sales and administrative expenses,

depending on the usage of the respective assets.

Stand by equipment

The cost of purchased second hand engines and related refurbishment expenses which are classified as

standby equipment are capitalised and depreciated from the date that the engine is refurbished or

made ready for use and placed or installed on the vessel. Stand by equipment is not depreciated until

it has been put into use.

Second hand refurbished engines are depreciated over the shorter of the useful economic life of the

refurbished second hand stand by equipment or the life of the vessel on which such equipment is

installed.

The net book value of standby equipment as at the end of financial year 2013 is U.S.$28,357 (2012:

U.S.$340,240; 2011: U.S.$569,724).

Repair expenses relating to used engines belonging to the GMS Group are charged to administrative

expenses when incurred.

Dry docking

The costs incurred for periodical dry docking or major overhauls of the vessels are identified as a

separate inherent component of the vessels and are depreciated on a straight-line basis over the period

to the next anticipated dry-dock being approximately 30 months.

For acquired or newly built vessels, a notional dry-dock cost is allocated from the vessel’s cost based

on experience of similar vessels, and (if material) depreciated on a straight-line basis to the next

anticipated dry-dock. If a dry-dock occurs prior to its anticipated date, any remaining capitalised dry

dock expenditure is expensed.

Capital work-in-progress

Properties and vessels in the course of construction for production, supply or administrative purposes,

or for purposes not yet determined, are carried at cost, less any recognised impairment loss. Cost

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includes professional fees and, for qualifying assets, borrowing costs capitalised in accordance with

the GMS Group’s accounting policy. Depreciation of these assets, on the same basis as other

property assets, commences when the assets are ready for their intended use.

Intangible assets

Intangible assets with finite useful lives that are acquired separately are carried at cost less

accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a

straight-line basis over their estimated useful lives. The estimated useful lives used for this purpose

are:

Property leases .................................................. 7 years

Customer relationships...................................... 10 years

The estimated useful life and amortisation method are reviewed at the end of each reporting period,

with the effect of any changes in estimate being accounted for on a prospective basis.

Intangible assets acquired in a business combination and recognised separately from goodwill are

initially recognised at their fair value at the acquisition date (which is regarded as their cost).

Subsequent to initial recognition, intangible assets acquired in a business combination are reported at

cost less accumulated amortisation and accumulated impairment losses, on the same basis as

intangible assets that are acquired separately.

An intangible asset is derecognised on disposal, or when no future economic benefits are expected

from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured asthe difference between the net disposal proceeds and the carrying amount of the asset, are recognised

in profit or loss when the asset is derecognised.

Impairment of tangible and intangible assets other than goodwill

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and

intangible assets to determine whether there is any indication that those assets have suffered an

impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in

order to determine the extent of the impairment loss (if any). When it is not possible to estimate therecoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-

generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can

be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they

are allocated to the smallest group of cash-generating units for which a reasonable and consistent

allocation basis can be identified.

Intangible assets not yet available for use are tested for impairment at least annually, and whenever

there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value

in use, the estimated future cash flows are discounted to their present value using a pre-tax discount

rate that reflects current market assessments of the time value of money and the risks specific to theasset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or a cash-generating unit) is estimated to be less than its

carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its

recoverable amount. An impairment loss is recognised immediately in profit or loss.

When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating

unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying

amount does not exceed the carrying amount that would have been determined had no impairment

loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an

impairment loss is recognised immediately in profit or loss.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying

assets, which are assets that necessarily take a substantial period of time to get ready for their

intended use or sale, are added to the cost of those assets, until such time as the assets are

substantially ready for their intended use or sale.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

126

Provisions

Provisions are recognised when the GMS Group has a present obligation (legal or constructive) as a

result of a past event, it is probable that the GMS Group will be required to settle the obligation,and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the

present obligation at the end of the reporting period, taking into account the risks and uncertainties

surrounding the obligation. Where a provision is measured using the cash flows estimated to settle thepresent obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered

from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement

will be received and the amount of the receivable can be measured reliably.

Employees’ end of service benefits

In accordance with the applicable labour laws of UAE, the GMS Group is required to pay end of

service benefits to all qualifying employees upon cessation of employment. The only obligation of the

GMS Group with respect to end of service benefits is to make the specified lump sum payments to

employees which become payable when they leave the Group for reasons other than gross

misconduct. The amount payable is calculated as a multiple of a pre-defined fraction of basic salary

based on the number of full years of service.

To meet the requirement of UAE labour laws, a provision is made for the full amount of end of

service benefits payable to qualifying employees up to the end of the reporting period. The provision

relating to end of service benefits is disclosed as a non-current liability. The provision has not been

subject to a full actuarial valuation or discounted as the impact would not be material.

The actual payment is made in the year of cessation of employment of a qualifying employee. The

payment for end of service benefit is made as a lump sum along with the full and final settlement of

the employee.

The total expense recognised in profit or loss of U.S.$524,975 (2012: U.S.$442,799, 2011

U.S.$408,808) represents end of service benefit payments made to employees in accordance with UAE

labour laws.

Foreign currencies

The individual financial statements of each GMS Group company are prepared in the currency of the

primary economic environment in which it operates (its functional currency). For the purpose of thishistorical financial information U.S. dollars (U.S.$) is the functional currency of GMS and the

presentation currency of the GMS Group.

In preparing the financial statements of the individual companies, transactions in currencies other

than the entity’s functional currency (foreign currencies) are recorded at the rates of exchange

prevailing at the dates of the transactions. At the end of each reporting period, monetary itemsdenominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary

items carried at fair value that are denominated in foreign currencies are retranslated at the rates

prevailing at the date when the fair value was determined. Non-monetary items that are measured in

terms of historical cost in a foreign currency are not retranslated.

Exchange differences are recognised in profit or loss in the period in which they arise except for

exchange differences on monetary items receivable from or payable to a foreign operation for which

settlement is neither planned nor likely to occur, which form part of the net investment in a foreign

operation, and which are recognised in the foreign currency translation reserve and recognised in

profit or loss on disposal of the net investment.

For the purpose of presenting consolidated financial information, the assets and liabilities of the GMS

Group’s subsidiaries are expressed in U.S. dollars using exchange rates prevailing at the end of the

reporting period. Income and expense items are translated at the average exchange rates for the

period, unless exchange rates fluctuated significantly during that period, in which case the exchange

rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in

other comprehensive income and accumulated in equity (attributed to non-controlling interests as

appropriate).

On the disposal of a foreign operation (i.e., a disposal of the GMS Group’s entire interest in a

foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign

127

operation, loss of joint control over a jointly controlled entity that includes a foreign operation, or

loss of significant influence over an associate that includes a foreign operation), all of the accumulated

exchange differences in respect of that operation attributable to the GMS Group are reclassified to

profit or loss. Any exchange differences that have previously been attributed to non-controllinginterests are derecognised, but they are not reclassified to profit or loss.

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit

before tax’ as reported in the consolidated statement of comprehensive income because of items of

income and expense that are taxable or deductible in other years and items that are never taxable or

deductible. The GMS Group’s liability for current tax is calculated using tax rates that have been

enacted or substantively enacted by the end of the reporting period.

Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of the assets and

liabilities in the historical financial information and the corresponding tax bases used in the

computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable

temporary differences. Deferred tax assets are generally recognised for all deductible temporary

differences to the extent that it is probable that taxable profits will be available against which thosedeductible temporary differences can be utilised. Such deferred tax assets and liabilities are not

recognised if the temporary difference arises from goodwill or from the initial recognition (other than

in a business combination) of other assets and liabilities in a transaction that affects neither the

taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in

subsidiaries and associates, and interests in joint ventures, except where the GMS Group is able tocontrol the reversal of the temporary difference and it is probable that the temporary difference will

not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the

extent that it is no longer probable that sufficient taxable profits will be available to allow all or part

of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liabilityis settled or the asset is realised based on tax laws and rates that have been enacted or substantively

enacted at the balance sheet date. Deferred tax is charged or credited in the income statement, except

when it relates to items charged or credited in other comprehensive income, in which case the

deferred tax is also dealt with in other comprehensive income.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current

tax assets against current tax liabilities and when they relate to income taxes levied by the same

taxation authority and the GMS Group intends to settle its current tax assets and liabilities on a netbasis.

Share appreciation rights

The liability in respect of cash-settled share appreciation rights is measured, initially and at the end of

each reporting period until settled, at the fair value of the rights, by applying an option pricing

model, taking into account the terms and conditions on which the share appreciation rights were

granted, and the extent to which the employees have rendered service to date. The fair value

measurement reflects all market and non-market vesting conditions. Service and non-market

performance conditions are taken into account in determining the number of rights that are expected

to vest. Until the liability is settled, GMS remeasures the fair value of the liability at the end of eachreporting period and at the date of settlement, with any changes in fair value recognised in profit or

loss for the period.

Financial assets

The GMS Group has the following financial assets: Cash and cash equivalents, trade and other

receivables (excluding prepayments and advances to suppliers) and amounts due from related parties.

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These financial assets are classified as ‘‘loans and receivables’’. The classification depends on the

nature and purpose of the financial asset and is determined at the time of initial recognition.

Cash and cash equivalents

Cash and cash equivalents include cash on hand and balances held with banks with original

maturities of three months or less.

Trade and other receivables and due from related parties

Trade and other receivables (excluding prepayments and advances to suppliers) and due from related

parties that have fixed or determinable payments that are not quoted in an active market are

classified as loans and receivables. Loans and receivables are measured at amortised cost using the

effective interest method, less any impairment. Interest income is recognised by applying the effective

interest rate, except for short-term receivables or when the recognition of interest would beimmaterial.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at the end of each reporting period.

Financial assets are considered to be impaired when there is objective evidence that, as a result of oneor more events that occurred after the initial recognition of the financial asset, the estimated future

cash flows of the investment have been affected.

Objective evidence of impairment could include:

* significant financial difficulty of the issuer or counterparty; or

* default or delinquency in interest or principal payments; or

* it becoming probable that the borrower will enter bankruptcy or financial reorganisation.

For certain categories of financial asset, such as trade receivables, assets that are assessed not to be

impaired individually are subsequently assessed for impairment on a collective basis. Objectiveevidence of impairment for a portfolio of receivables could include the GMS Group’s past experience

of collecting payments, an increase in the number of delayed payments in the portfolio past the

average credit period, as well as observable changes in national or local economic conditions that

correlate with default on receivables.

A provision for impairment of trade receivables is established when there is objective evidence that

the Group will not be able to collect all amounts due according to the original terms of the

receivables. The amount of the provision is the difference between the asset’s carrying amount and

the present value of estimated future cash flows, discounted at the effective interest rate. The

provision is determined by reference to previous experience of recoverability for receivables in each

market in which the GMS Group operates.

For financial assets carried at amortised cost, the amount of the impairment loss recognised is the

difference between the asset’s carrying amount and the present value of estimated future cash flows,

discounted at the financial asset’s original effective interest rate.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial

assets with the exception of trade receivables, where the carrying amount is reduced through the use

of an allowance account. When a trade receivable is considered uncollectible, it is written off against

the allowance account. Subsequent recoveries of amounts previously written off are credited against

the allowance account. Changes in the carrying amount of the allowance account are recognised inprofit or loss.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be

related objectively to an event occurring after the impairment was recognised, the previouslyrecognised impairment loss is reversed through profit or loss to the extent that the carrying amount

of the investment at the date the impairment is reversed does not exceed what the amortised cost

would have been had the impairment not been recognised.

Derecognition of financial assets

The GMS Group derecognises a financial asset only when the contractual rights to the cash flows

from the asset expire, or when it transfers the financial asset and substantially all the risks and

rewards of ownership of the asset to another entity. If the GMS Group neither transfers nor retains

substantially all the risks and rewards of ownership and continues to control the transferred asset, the

GMS Group recognises its retained interest in the asset and an associated liability for amounts it may

129

have to pay. If the GMS Group retains substantially all the risks and rewards of ownership of a

transferred financial asset, the GMS Group continues to recognise the financial asset and also

recognises a collateralised borrowing for the proceeds received.

Financial liabilities and equity instruments

Classification as debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with

the substance of the contractual arrangement.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after

deducting all of its liabilities. Equity instruments issued by the GMS Group are recorded at the

proceeds received, net of direct issue costs.

Financial liabilities

Financial liabilities are classified as either financial liabilities at Fair Value Through Profit or Loss

(‘‘FVTPL’’) or ‘‘other financial liabilities’’.

Derivatives that are not designated and effective as hedging instruments are classified as financial

liabilities and are held at FVTPL. Derivatives held at FVTPL are initially recognised at fair value at

the date a derivative contract is entered into and are subsequently remeasured to their fair value at

the end of each reporting period with the resulting gain or loss recognised in profit or loss

immediately.

Trade and other payables, bank borrowings, loans from related parties, due to related parties and

other liabilities are classified as ‘‘other financial liabilities’’. Other financial liabilities, including

borrowings, are initially measured at fair value, net of transaction costs. Other financial liabilities are

subsequently measured at amortised cost using the effective interest method, with interest expenserecognised on an effective yield basis, except for short-term payables or when the recognition of

interest would be immaterial.

The effective interest method is a method of calculating the amortised cost of a financial liability and

of allocating interest expense over the relevant period. The effective interest rate is the rate that

exactly discounts estimated future cash payments through the expected life of the financial liability,

or, where appropriate, a shorter period.

Derecognition of financial liabilities

The GMS Group derecognises financial liabilities when, and only when, the GMS Group’s obligations

are discharged, cancelled or they expire.

Derivative financial instruments

The Group enters into foreign exchange forward contracts to manage its exposure to foreign

exchange risk.

Derivatives that are not designated and effective as hedging instruments are classified as financial

liabilities or financial assets and are held at FVTPL. Derivatives held at FVTPL are initially

recognised at fair value at the date a derivative contract is entered into and are subsequently

remeasured to their fair value at the end of each reporting period with the resulting gain or loss

recognised in profit or loss immediately. All derivatives are carried at their fair values as assets wherethe fair values are positive and as liabilities where the fair values are negative. A derivative is

presented as a non-current asset or a non-current liability if the remaining maturity of the instrument

is more than 12 months and it is not expected to be realised or settled within 12 months. Other

derivatives are presented as current assets or current liabilities.

Fair values of the derivatives are carried out by independent valuers by reference to quoted market

prices, discounted cash flow models and recognised pricing models as appropriate. They represent

Level 2 financial instruments under the IFRS hierarchy.

Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting

are recognised in profit or loss as they arise. Derivative financial instruments that do not qualify for

hedge accounting are classified as held for trading derivatives.

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4 Critical accounting judgements and key sources of estimation uncertainty

In the application of the GMS Group’s accounting policies, which are described in Note 3, the

Directors are required to make judgements, estimates and assumptions about the carrying amounts ofassets and liabilities that are not readily apparent from other sources. The estimates and associated

assumptions are based on historical experience and other factors that are considered to be relevant.

Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting

estimates are recognised in the period in which the estimate is revised, if the revision affects only that

period, or in the period of the revision and future periods if the revision affects both current and

future periods.

Critical judgements in applying accounting policies

The following is a critical judgement, apart from those involving estimations (see below), that themanagement have made in the process of applying the GMS Group’s accounting policies and that

have the most significant effect on the amounts recognised in the historical financial information.

Classification of leases

The GMS Group, as a lessee, has entered into a five-year lease arrangement for the acquisition of theKeloa 4306 and Kinoa 4307 barges. In the process of determining whether these arrangements

represent operating leases or finance leases, the GMS Group’s management has made various

judgements. In making its judgements, the GMS Group’s management considered the terms and

conditions of the lease agreements to determine whether significant risks and rewards associated with

the barge in accordance with the lease term would have been transferred to the lessees despite there

being no transfers of title.

The lease agreement also contains the option for the GMS Group to purchase the vessels at the end

of the lease term. Management have assessed the expected fair value of the vessels at the end of thelease term and have concluded that the fair value of the vessels at the end of the lease term is

significantly above the purchase price contained in the lease contract and hence that it is appropriate

to assume that the option will be exercised.

Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the

end of the reporting period, that have a significant risk of causing a material adjustment to the

carrying amounts of assets and liabilities within the next financial year, are discussed below.

Useful lives and residual values of vessels

Management reviews the residual values and estimated useful lives of its vessels at the end of each

annual reporting period in accordance with IAS 16 Property, Plant and Equipment. The residual

values of vessels and related equipment are determined taking into consideration the expected scrap

value of the vessels which is calculated based on the weight and the market rate of steel at the time

of asset purchase. If the price per unit of steel at the balance sheet date varies significantly from thatat the date of purchase the residual value is reassessed to reflect changes in market value.

The estimated useful lives of vessels of between 25-45 years are management’s best estimate, with the

useful life of any given vessel dependent on factors such as the operating environment it is expected

to work in (including water depth and prevailing weather conditions) and the condition of the vessel

both at acquisition and at each balance sheet date.

Impairment of property, plant and equipment

Management evaluate the carrying amounts of the GMS Group’s vessels and vessels under

construction to determine whether there is any indication that those vessels have suffered an

impairment loss. If any such indication exists, the recoverable amount of vessels is estimated in order

to determine the extent of the impairment loss (if any).

The recoverable amount is the higher of fair value less costs to sell and value in use. As part of theprocess of assessing fair values less costs to sell of the vessel, management obtain vessel valuations

from leading, independent and internationally recognised ship brokers on an annual basis or when

there is an indication that the value of the vessel may be impaired. If an indication of impairment is

identified, the need for recognising an impairment loss is assessed by comparing the carrying amount

of the vessels to the higher of fair value less costs to sell and the value in use. In assessing value in

131

use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate

that reflects current market assessments of the time value of money and the risks specific to the asset

for which the estimates of future cash flows have not been adjusted. The projection of cash flows

related to vessels is complex and requires the use of various estimates including future day rates,vessel utilisation and discount rates.

5 Segment reporting

Management have identified that the Directors and senior management team are the chief operating

decision makers in accordance with the requirements of IFRS 8 Operating Segments. Segmentperformance is assessed based upon adjusted gross profit, which represents gross profit before

depreciation and amortisation and loss on write off of assets.

The operating and reportable segments of the GMS Group are (i) Small vessels, which include all K-

class vessels, and (ii) Large vessels, which include all E-class vessels.

The K-class vessels segment comprises the Kamikaze, Kikuyu, Kawawa, Kudeta, Keloa and Kinoavessels. The E-class vessels segment comprises the Endeavour and Endurance vessels.

Both of these operating segments earn revenue related to the hiring of vessels and related servicesincluding charter hire income, messing and accommodation services, personnel hire and hire of

equipment. The accounting policies of the operating segments are the same as the GMS Group’s

accounting policies described in note 3.

Revenue Adjusted Gross Profit

2013 2012 2011 2013 2012 2011

(U.S.$’000s) (U.S.$’000s)

Small vessels ........................................ 94,448 74,712 46,731 65,533 52,267 31,128

Large vessels ........................................ 77,701 62,253 54,026 63,548 49,132 43,687

Other.................................................... 12,115 5,657 6,182 7,033 3,324 3,194

Total .................................................... 184,264 142,622 106,941 136,114 104,723 78,009

Less:

Loss on scrapping of property, plant

and equipment ................................ (1,507) — —

Depreciation charged to cost of sales.. (15,085) (14,000) (11,625)

Amortisation charged to cost of sales. (764) (2,313) (2,648)

Gross profit .......................................... 118,758 88,410 63,736

Administrative expenses

Share appreciation rights..................... — (2,450) (4,834)

Other administrative expenses ............. (14,778) (11,309) (11,024)

Finance income.................................... 693 82 22

Finance expense................................... (29,495) (23,175) (21,352)

Other income ....................................... 31 168 63

Loss on sale of asset............................ (1,278) — —

Foreign exchange................................. (637) (392) (262)

Profit before taxation ........................... 73,294 51,334 26,349

The total revenue from reportable segments which comprises the Small and Large vessels isU.S.$172,149,007 (2012: U.S.$136,964,596, 2011: U.S.$100,758,489). The Other segment shown above

includes revenue from two small legacy vessels and one accommodation barge (Khawla) which do not

form part of the Small or Large vessels segments. The Other segment does not constitute a reportable

segment per IFRS 8 Operating Segments.

Segment assets and liabilities, including depreciation, amortisation and additions to non-current assets,

are not reported to the chief operating decision maker on a segmental basis and are therefore not

disclosed.

132

Segment revenue reported above represents revenue generated from external customers. There were no

inter-segment sales in the periods.

Information about major customers

Certain customers individually accounted for greater than 10 per cent. of the GMS Group’s revenue.

During the year three customers (2012: 5, 2011: 4) accounted for more than 10 per cent. of the GMS

Group’s revenues. The related revenue figures for these major customers, the identity of which vary

by year, were U.S.$47.84 million (2012: U.S.$26.52 million; 2011: U.S.$18.37 million), U.S.$40.80

million (2012: U.S.$18.02 million; 2011: Nil), U.S.$21.13 million (2012: Nil; 2011: Nil), Nil (2012:

U.S.$15.28 million; 2011: U.S.$14.06 million), Nil (2012: U.S.$26.69 million; 2011: U.S.$31.91 million),

Nil (2012: U.S.$27.98 million, 2011: U.S.$27.65 million). The revenue from these customers isattributable to the Small vessel and Large vessel reportable segments.

Geographical segments

Revenue by geographical segment is based on the geographical location of the customer as shown

below.

2013 2012 2011

(U.S.$’000s)

United Arab Emirates ................................................................. 62,795 45,528 40,818Saudi Arabia................................................................................ 34,800 23,340 19,521

Qatar............................................................................................ 8,968 15,277 14,600

Tunisia ......................................................................................... — 12,480 4,354

Total – Middle East and Africa (A)............................................ 106,563 96,625 79,293

United Kingdom (B).................................................................... 77,701 45,997 27,648

Total (A + B) .............................................................................. 184,264 142,622 106,941

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6 Property, plant and equipment

Total vessels

Capital work

in progress

Land,

building and

improvement

Vessel –

spares,

fittings and

other

equipment

Office

equipment

and fittings

Motor

vehicles Total

(U.S.$’000s)

Cost

Balance at 1 January 2011 238,699 180,814 6,134 7,318 2,921 337 436,220

Additions.......................................................... 935 20,928 — 399 72 57 22,391

Transfers .......................................................... 200,312 (200,312) — — — — —

Disposals .......................................................... — — — — (11) (44) (55)

Balance at 1 January 2012 ............................... 439,946 1,430 6,134 7,717 2,982 350 458,557

Additions.......................................................... 66,413 10,602 10 1,420 466 197 79,100

Transfers .......................................................... 2,293 (2,982) — 689 — — —

Disposals .......................................................... — — — — (317) (79) (396)

Balance at 1 January 2013 ............................... 508,652 9,050 6,144 9,826 3,131 468 537,269

Additions.......................................................... 224 52,992 20 — 143 93 53,372

Transfers .......................................................... 10,603 11,332 197 532 — — —

Disposals .......................................................... — — — (2,269) (9) (120) (2,399)

Assets written off ............................................. (1,959) — — — — — (1,959)

Balance at 31 December 2013........................... 517,520 50,710 6,361 8,089 3,265 441 586,385

Accumulated depreciation

Balance at 1 January 2011 ............................... 46,962 — 3,184 2,807 1,900 294 55,147

Eliminated on disposal of assets ...................... — — — — (5) (43) (48)

Depreciation expense ....................................... 10,567 — 370 597 568 51 12,153


Eliminated on disposal of assets ...................... — — — — (305) (80) (385)

Depreciation expense ....................................... 12,699 — 371 904 376 49 14,399


Eliminated on disposal of assets ...................... — — — (163) (7) (102) (272)

Eliminated on assets written-off ...................... (452) — — — — — (452)

Depreciation expense ....................................... 13,685 — 300 1,131 275 99 15,490

Balance at 31 December 2013........................... 83,461 — 4,225 5,276 2,802 268 96,032

Carrying value

Balance at 31 December 2013.......................... 434,059 50,710 2,136 2,813 463 173 490,354



The carrying amount of vessels held under finance leases is U.S.$94.2 million (2012: U.S.$97 million,

2011: U.S.$48 million).

Depreciation amounting to U.S.$15.08 million (2012: U.S.$13.6 million, 2011: U.S.$11.5 million) has

been allocated to Cost of sales. The balance of the depreciation for the year is charged to

administrative expenses.

Included in additions to the vessels under construction is U.S.$1.06 million (2012: Nil, 2011:

U.S.$2.5 million) in respect of capitalised borrowing costs. The capitalisation rate used to determine

this figure was 5.96 per cent.

Certain vessels, with a total net book value of U.S.$345.9 million (2012: U.S.$347.8 million; 2011:

U.S.$334.1 million), had been mortgaged as security for the loans extended by the GMS Group’s

bankers (note 15).

134

7 Intangible assets

Property

leases

Customer

relationships Total

(U.S.$’000s)

Cost 846 7,337 8,183

Accumulated amortisation and impairment

Balance at 1 January 2011........................................................... 483 3,903 4,386

Amortisation expense .................................................................. 121 1,559 1,680


Amortisation expense .................................................................. 121 375 496


Amortisation expense .................................................................. 121 375 496

Balance at 31 December 2013 ...................................................... 846 6,212 7,058

Carrying valueat 31 December 2013 ................................................................... — 1,125 1,125

at 31 December 2012 ................................................................... 121 1,500 1,621

at 31 December 2011 ................................................................... 242 1,874 2,116

The intangible assets were acquired as part of the acquisition of Gulf Marine Services Company

WLL and Offshore Holding Investment Group (OHI) in 2007.

Intangible assets acquired by the GMS Group are stated at cost less accumulated amortisation and

impairment losses. The cost of an intangible asset acquired in a business combination is determined

as the fair value at date of acquisition.

8 Dry docking expenditure

The movement in dry docking expenditure is summarised as follows:

2013 2012 2011

(U.S.$’000s)

At 1 January ................................................................................ 687 2,542 4,619

Expenditure incurred during the year ......................................... 855 458 571

Amortised during the year........................................................... (764) (2,313) (2,648)

At 31 December........................................................................... 778 687 2,542

Amortisation for the year has been charged to operating costs.

135

9 Trade and other receivables

2013 2012 2011

(U.S.$’000s)

Trade receivables ......................................................................... 22,915 26,295 26,528Accrued income ........................................................................... 14,465 6,621 10

Prepayments and deposits*.......................................................... 5,215 2,631 6,659

Insurance claim receivable ........................................................... — 1,403 14

Advances to suppliers .................................................................. 422 444 665

Other receivables.......................................................................... 162 255 266

Deferred costs .............................................................................. — — 3,772

Due from related parties (see note 26) ........................................ 70 70 225

43,249 37,719 38,139

* Prepayments and deposits include guarantee deposits and pledged deposits of U.S.$2,335,250 (2012: U.S.$1,042,292; 2011:U.S.$5,100,646). Guarantee deposits are paid by GMS for employee work visas under UAE labour laws. These deposits becomerefundable to GMS upon the cancellation of an employee’s work visa. Work visas are not granted indefinitely in the UAE and assuch these deposits which are currently held by the government in the UAE are refundable to GMS. These work visa depositsamounted to U.S.$318,144 (2012: U.S.$627,299, 2011: U.S.$274,305).

Pledged deposits represent an amount set aside as a guarantee for a loan repayment amounting to

U.S.$2,017,105 (2012: U.S.$414,993; 2011: U.S.$4,826,341). The GMS Group has no right to access or

utilise the proceeds set aside as pledged deposits, other than for repayment of the underlying loan.

Trade recievables, amounting to U.S.$21.6 million (2012: U.S.$17.1 million; 2011: U.S.$26.5 million),

have been assigned as security against the loans extended by the Group’s bankers (note 15).

Trade receivables disclosed above are classified as loans and receivables and are therefore measured at

amortised cost. Trade and other receivables are all current and the Directors consider that the

carrying amount of trade and other receivables is approximately equal to their fair value due to the

very short time between inception and maturity (based on Level 2 fair value measurements as defined

by the fair value hierarchy according to IFRS 13).

The average credit period is 60 days (2012: 69 days, 2011: 70 days). The normal credit period granted

to customers is 30 days. Before accepting any new customer the GMS Group assesses the potential

credit quality of the customer. The GMS Group has policies in place to ensure that credit sales are

rendered to customers with an appropriate credit history.

The GMS Group reviews the ageing of trade receivables regularly and the need for allowances

against doubtful debts is considered for trade receivables between 60 days and 180 days based on

estimated irrecoverable amounts determined by reference to past default experience of the

counterparty and an analysis of the counterparty’s current financial position.

The GMS Group does not hold any collateral or other credit enhancements over any of its trade

receivables nor does it have a legal right of offset against any amounts owed by the GMS Group to

the counterparty.

The movement in the allowance for doubtful receivables during the year was as follows:

2013 2012 2011

U.S.$’000s

At 1 January ................................................................................ — — 861

Provision during the year ............................................................ 105 — —

Write-off ...................................................................................... — — (861)

At 31 December........................................................................... 105 — —

Included in the GMS Group’s trade receivable balance are debtors with a carrying amount of U.S.$

15,590,770 (2012: U.S.$16,598,540, 2011: U.S.$530,027) which are past due at the reporting date for

which the GMS Group has not provided as there has not been a significant change in credit quality

136

and the amounts are still considered recoverable. The average age of these receivables is 73 days

(2012: 59 days, 2011: 101 days).

In determining the recoverability of a trade receivable, the GMS Group considers any change in the

credit quality of the trade receivable from the date credit was initially granted up to the reporting

date. Trade receivables are considered past due once they have passed their contracted due date.

Several customers account for a significant portion of the total trade receivables balance (see revenue

by segment information in note 5); however credit risk is considered to be limited due to historical

performance and ongoing assessments of customer credit and liquidity positions.

Ageing of past due but not impaired

2013 2012 2011

(U.S.$’000s)

Past due for 30 to 60 days........................................................... 8,988 10,485 310

Past due for 60 to 90 days........................................................... 3,261 5,358 —

Past due for 90 to 120 days......................................................... 497 701 —

Past due for more than 120 days ................................................ 3,205 54 220

15,591 16,598 530

The balance of trade receivables past due but not impaired was unusually high in 2012 due to an

event at a major client who suffered a computer cyber attack and subsequently experienced a delay in

returning to normal business operations. The balances outstanding at the year ended 2012 have now

been recovered in full, as per the terms of the contract. The amounts past due for more than 120

days at the end of 2013 primarily relate to retention amounts withheld by the Saudi Arabian

customers.

10 Cash and cash equivalents

2013 2012 2011

(U.S.$’000s)

Interest bearing

Held in UAE banks ................................................................. — — —

Held in banks outside UAE .................................................... — — —

Non-interest bearingHeld in UAE banks ................................................................. 48,311 2,428 9,346

Held in banks outside UAE .................................................... 921 581 155

Total cash at bank and in hand .................................................... 49,232 3,009 9,501

Presented as:

Restricted cash included in long-term other

receivables ............................................................................... — — —

Restricted cash included in trade and other

receivables ............................................................................... 2,335 1,042 5,101

Cash and cash equivalents........................................................... 46,897 1,967 4,400

Total ............................................................................................ 49,232 3,009 9,501

The carrying value of these cash assets is approximately equal to their fair value due to the liquid

nature of the asset. These represent Level 1 fair value measurements as defined by the fair value

hierarchy according to IFRS 13.

137

11 Share capital

2013 2012 2011

(U.S.$’000s)

Authorised, issued and fully paid1,000 shares of U.S.$272.851 (AED 1,000) ................................. 273 273 273

12 Statutory reserve

As required by the UAE Commercial Companies Law and the Articles of Association of GMS

Global Commercial Investments LLC, 10 per cent. of profit for the year is transferred to the

statutory reserve until the reserve equals 50 per cent. of the share capital. This reserve is not available

for distribution. No amounts were transferred to this reserve during any of the periods shown.

13 Restricted reserve

Restricted reserve represents the statutory reserves of certain subsidiaries. In previous reporting

periods, as required by Companies’ Law and the relevant subsidiary Company’s Articles of

Association, 10 per cent. of the profit for the year of the subsidiary was transferred to the statutory

reserve until the reserve equals 50 per cent. of the share capital. This reserve is not available for

distribution. No amounts were transferred to this reserve during any of the periods shown.

14 Capital contribution

The capital contribution consists of the following:

2013 2012 2011

(U.S.$’000s)

Capital contribution from a Shareholder (i) ............................... 70,750 70,750 70,750

Share appreciation rights (ii) ....................................................... 7,777 — —

At 31 December 78,527 70,750 70,750

(i) The capital contribution balance represents the net assets transferred by Bridge Capital LLC, a

wholly owned subsidiary of Gulf Capital PJSC, to the Company for no consideration. This

transfer took place on 17 July 2007. This balance is not available for distribution.

(ii) During 2013 an amount of U.S.$7.8 million was transferred from share appreciation rights

payable to capital contribution as, effective 1 January 2013, the shareholders have assumed the

obligation to settle the share appreciation rights (see note 31). This balance is also not available

for distribution.

15 Bank borrowings

Secured borrowings at amortised cost 2013 2012 2011

(U.S.$’000s)

Working capital facility ............................................................... 20,000 — —

Term loans................................................................................... 253,500 158,344 197,587

273,500 158,344 197,587

Less: Unamortised issue costs ..................................................... (8,219) (2,403) (3,188)

265,279 155,941 194,399

138

Bank borrowings are presented in the consolidated statement of financial position as follows:

2013 2012 2011

(U.S.$’000s)

Non-current portion .................................................................... 254,269 102,248 145,939

Current portion ........................................................................... 11,010 53,693 48,460

265,279 155,941 194,399

The movements in the principal term loans are summarised as follows:

Outstanding amount

Current

Non-

Current Total

Unused

facility Security Interest rate Maturity

(U.S.$’000s)

31 December 2013:

Term loan – Syndicated

Ijara Facility................

13,000 240,499 253,499 — Secured 5.2 % per annum

plus LIBOR

September 2018

Working capital facility .... — 20,000 20,000 — Secured 5.2 % per annum

plus LIBOR

September 2018

Term loan.......................... — — — 80,000 Secured 5.2 % per annum

plus LIBOR

September 2018

Unamortised issue costs.... (1,990) (6,230) (8,220)

11,010 254,269 265,279 80,000

31 December 2012:

Term loan.......................... 19,993 50,020 70,013 — Secured LIBOR + 4 % + 1.8

% market premium

(minimum 8 %)

July 2016

Term loan.......................... 9,128 27,359 36,487 — Secured 3 months LIBOR +

1.75%

January 2017

Ijara facility....................... 10,000 15,833 25,833 — Secured LIBOR + 3.5 % +

1.8 % market

premium (minimum

7 %)

August 2015


1.75%

January 2016

Working capital facility .... 10,000 — 10,000 — Secured LIBOR + 3 % + 0.7

% market premium

(minimum 5.5 %)

May 2013

Unamortised issue costs.... (740) (1,664) (2,404)

53,693 102,248 155,941 —

31 December 2011:

Term loan.......................... 19,992 70,012 90,004 — Secured LIBOR + 4 % + 1.8

% market premium

(minimum 8 %)

July 2016


1.75%

January 2017

Ijara facility....................... 10,000 25,833 35,833 — Secured LIBOR + 3.5 % +

1.8 % market

premium (minimum

7 %)

August 2015


1.75%

January 2016

Term loan.......................... 4,811 — 4,811 — Secured 3 months LIBOR +

1.5%

September 2013

Unamortised issue costs.... (783) (2,405) (3,188)

48,460 145,939 194,399 —

During 2013, a subsidiary of the GMS Group entered into Sharia-compliant syndicated financing

arrangement, which is asset backed, with a consortium of banks, led by Abu Dhabi Islamic Bank.

139

The legal form of the arrangement is a traditional Islamic Ijara structure (effectively a sale and

leaseback transaction), the facility has, however, been treated as a bank loan, as legal ownership of

the related assets remains with GMS and the associated property, plant and quipment have therefore

been retained within these financial statements to reflect the substance of the transaction. The facilitycomprised of the following components:

(i) Term loan amounting to U.S.$260,000,000 which was used to repay all amounts owed under the

previous facilities. The loan carries margin of 5.2 per cent. per annum (plus LIBOR) and is

repayable in five years. This facility is secured by mortgages over barges Helios, Endurance,

Naashi, Kamikaze, Kikuyu and Endeavour.

(ii) Term loan of U.S.$80,000,000 to fund capital expenditure requirements. The loan carries margin

of 5.2 per cent. per annum (plus LIBOR) and is repayable in five years. This loan facility

remained undrawn in FY 2013.

(iii) Working Capital revolving facility of U.S.$20,000,000. The loan carries margin of 5.2 per cent.

per annum (plus LIBOR) and is repayable in five years ending 30 September 2018.

The term loans in 2012 and 2011, were all secured by vessels of the GMS Group.

16 Loans from related parties

2013 2012 2011

(U.S.$’000s)

Loans from other related partiesLoan (1) Gulf Capital PJSC........................................................ 645 3,475 3,176

Loan (2) Bridge Capital............................................................... 13,703 19,712 18,017

14,348 23,187 21,193

Loans from shareholders

Loan (3) Green Investment Commercial Investments L.L.C...... 1,125 1,810 1,655

Loan (4) Al Ain Capital LLC ..................................................... 2,056 2,767 2,529

Loan (5) Horizon Energy LLC ................................................... 1,975 — —

5,156 4,577 4,183

Total loans from related parties .................................................. 19,504 27,764 25,377

Gulf Capital PJSC (‘‘Gulf Capital’’) has a significant, but not controlling, shareholding in GC Equity

Partners Fund II, L.P., the ultimate controlling party. Bridge Capital is a wholly owned subsidiary of

Gulf Capital.

All loans from related parties are obtained for funding capital requirements. These loans carry

interest at 9 per cent. (2012: 9 per cent., 2011: 7.2 per cent.) compounded on a monthly basis. These

are unsecured loans. There are no fixed repayment terms on these loans, however, they are

subordinated in favour of the loans extended by the Group’s bankers (note 15).

During 2011, Green Investment Commercial Investments LLC transferred part of its loan, amounting

to U.S.$2,484,060, to Al Ain Capital LLC (10 per cent. shareholder) under the same terms.

During 2013, Gulf Capital PJSC transferred part of its loan, amounting to U.S.$2,838,465 to Horizon

Energy LLC (10 per cent. shareholder) under the same terms.

17 Earnings per share

2013 2012 2011

Earnings for the purposes of basic and diluted earnings per share

being profit for the period attributable to owners of the parent

(U.S.$’000s) ............................................................................. 68,201 48,081 22,180

Weighted average number of shares............................................ 1,000 1,000 1,000

Basic and diluted earnings per share (U.S.$ per share) .............. 68,201 48,081 22,180

140

18 Taxation

Tax is calculated at the rates prevailing in the respective jurisdictions in which the GMS Group

operates. The overall effective rate is the aggregate of taxes paid in jurisdictions where income issubject to tax (being principally Qatar, the United Kingdom, Tunisia and Saudi Arabia), divided by

the GMS Group’s profit.

2013 2012 2011

(U.S.$’000s)

Profit from continuing operations before tax.............................. 73,294 51,334 26,349

Tax at the UK corporation tax rate of 23.25 per cent (2012:

24.50 per cent.; 2011: 26.25 per cent.)..................................... 17,041 12,577 6,917

Effect of lower tax rates in overseas jurisdiction ........................ (13,180) (9,819) (3,780)

Total tax charge........................................................................... 3,861 2,758 3,127

Split between:

Current tax .................................................................................. 3,890 2,724 3,127

Deferred tax................................................................................. (29) 34 —

Tax charge per financial statements ............................................ 3,861 2,758 3,127

Effective tax rate on continuing operations ................................ 5% 5% 11%

During the year tax on profits and withholding taxes of the GMS Group from operations were 10per cent. in Qatar (2012: 10 per cent., 2011: 10 per cent.) and 23.25 per cent. in the United Kingdom

(2012: 24.5 per cent., 2011: 26.25 per cent.). The GMS Group incurred 5 per cent. withholding taxes

on revenue (2012: 5 per cent., 2011: 5 per cent.) and 2.5 per cent. Zakat tax on profit from

operations in Saudi Arabia and incurred 7.5 per cent. withholding tax on revenue from operations in

Tunisia. The withholding tax included in the current tax charge amounted to U.S.$1.6 million (2012:

U.S.$2.6 million; 2011: U.S.$0.9 million).

The GMS Group has no unused tax losses and none of its subsidiary undertakings have any

unremitted earnings on which tax would be due.

The GMS Group expects the overall effective tax rate in the future to vary according to local tax law

changes in jurisdictions which incur taxes, as well as any changes to the share of GMS Group profits,

which arise in tax paying jurisdictions.

On 5 December 2013 the UK Government announced that it intended to introduce new rules in the

UK which would limit the amount of tax deductions available for intra-group leasing payments in

respect of bareboat charters for large offshore oil and gas assets. The government is currently

consulting on the details of this measure, which is expected to be included in Finance Bill 2014.Depending on the details of this and the GMS Group’s future activities, these rules may affect the

GMS Group’s future incidence of UK taxation.

19 Provision for employees’ end of service benefits

The movement in the provision for end of service benefits during the year was as follows:

2013 2012 2011

(U.S.$’000s)

At the beginning of the year ....................................................... 1,636 1,600 1,532Provided during the year ............................................................. 525 443 409

Paid during the year .................................................................... (251) (407) (341)

At the end of the year ................................................................. 1,910 1,636 1,600

141

20 Trade and other payables

2013 2012 2011

(U.S.$’000s)

Trade payables............................................................................. 8,354 13,527 12,795

Accrued expenses ......................................................................... 10,309 3,239 3,342

VAT and other taxes payable...................................................... 1,733 1,476 1,780Income taxes payable................................................................... 3,681 3,514 3,127

Deferred tax liability.................................................................... 5 34 —

Deferred revenue.......................................................................... — — 3,772

Other payables ............................................................................. 1,625 2,125 827

Due to a related party (see note 26)............................................ 13 68 80

25,720 23,983 25,723

The average credit period on purchases is 90 days (2012: 90, 2011: 90). The GMS Group hasfinancial risk management policies in place to ensure that all payables are paid within the credit

timeframe. No interest is payable on the outstanding balances.

Trade and other payables are all current and the Directors consider that the carrying amount of trade

and other payables is approximately equal to their fair value due to the short time between inception

and maturity. These represent Level 2 fair value measurements as defined by the fair value hierarchy

according to IFRS 13.

21 Revenue

The following is an analysis of the GMS Group’s revenue for the year.

2013 2012 2011

(U.S.$’000s)

Charter hire ................................................................................. 168,140 113,942 86,560

Mobilisation and demobilisation................................................. 4,478 14,535 10,910

Messing and accommodation ...................................................... 10,381 10,404 7,188

Maintenance ................................................................................ 670 1,380 573

Personnel hire .............................................................................. 23 797 780Sundry & equipment hire income................................................ 572 1,564 930

184,264 142,622 106,941

Further details on the types of revenue have been provided in note 3.

22 Finance expense

2013 2012 2011

(U.S.$’000s)

Interest on bank borrowings ....................................................... 14,072 12,570 15,334Interest on finance leases ............................................................. 10,836 7,432 5,766

Interest on loan from related parties (note 16) ........................... 2,150 2,388 1,758

Write-off of unamortised issue costs*.......................................... 2,154 — —

Amortisation of issue costs.......................................................... 1,340 785 612

Fair value loss on derivative financial instrument....................... — — 394

Finance expense........................................................................... 30,552 23,175 23,864

Less: Amounts included in the cost of qualifying assets............. (1,057) — (2,512)

29,495 23,175 21,352

*This relates to loans taken out prior to 2013 which were repaid during the current year and replaced by a new Ijara facility (see note15).

142

23 Finance income

2013 2012 2011

(U.S.$’000s)

Gain on revaluation of financial derivative................................. 541 — —Interest received ........................................................................... 152 82 22

693 82 22

24 Profit for the year

The profit for the year is stated after charging:

2013 2012 2011

(U.S.$’000s)

Total staff costs (see note 25)...................................................... 23,406 22,528 20,612Depreciation of property, plant and equipment.......................... 15,490 14,399 12,153

Amortisation of dry docking expenditure ................................... 764 2,313 2,648

Amortisation of intangibles 496 496 1,680

(Gain)/loss on disposal of property, plant and equipment ......... 1,279 (26) 23

Operating leases rentals ............................................................... 132 29 22

25 Staff costs

The average number of full time equivalent employees (including executive directors) by geographic

area was:

2013 2012 2011

Number

Middle East and Northern Africa ............................................... 325 293 253Rest of the world......................................................................... 69 59 45

394 352 298

Their aggregate remuneration comprised:

2013 2012 2011

(U.S.$’000s)

Wages and salaries....................................................................... 22,795 19,595 15,361

Employment taxes ....................................................................... 86 40 8

End of service benefit .................................................................. 525 443 409Share appreciation rights — 2,450 4,834

23,406 22,528 20,612

26 Related party transactions

Related parties comprise the GMS Group’s major shareholders, Directors and entities related to

them, companies under common ownership and/or common management and control, their partners

and key management personnel. Pricing policies and terms of the transactions with related parties areapproved by the GMS Group’s management.

Balances and transactions between GMS and its subsidiaries, which are related parties, have beeneliminated on consolidation and are not disclosed in this note.

143

Trading transactions

Details of long term loans from related parties are provided in note 16. In addition, the following

balances were outstanding at the end of the reporting period:

2013 2012 2011

(U.S.$’000s)

Amounts owed by related parties (see note 9):

Partner in relation to Saudi Operations ...................................... — — 155

Shareholders ................................................................................ 70 70 70

70 70 225

Amounts owed to related parties:

Short-term loans from Shareholders ........................................... 792 792 862Partner in relation to Saudi operations....................................... 3 58 —

Amounts due to Gulf Capital (included in accrued expenses)

(Note 20) ................................................................................. 168 248 408

Amounts due to First Gulf Bank (included in accrued expenses)

(Note 20) ................................................................................. 81 468 626

1,044 1,508 1,896

Term loans due to First Gulf Bank (included in borrowings note

15) 18,525 52,499 71,751Bank balances deposited with First Gulf Bank 986 236 3,262

Loans to related parties:

Loans to key management personnel 445 561 539

Amounts owed to related parties includes short term trading balances classified within trade and other

payables (see note 20) as well as an amount of U.S.$781,917 (2012: U.S.$781,917; 2011: U.S.$781,917)

due to the shareholders in relation to the purchase of the share appreciation rights on behalf of key

management personnel.

The GMS Group has provided several of its key management personnel with short term loans at

rates comparable to the average commercial rate of interest. The loans to key management personnel

are unsecured.

Transactions with related parties included in the consolidated statement of comprehensive income are

as follows:

2013 2012 2011

(U.S.$’000s)

Interest expense on loans from related parties ............................ 2,150 2,387 1,758

Interest income on loans to related parties (loans to

management) ........................................................................... (17) (21) (21)

Management fees charged by Gulf Capital ................................. 320 320 320

Interest expense on loans from First Gulf Bank......................... 1,245 3,573 4,660

144

Related parties

The GMS Group’s principal subsidiaries are outlined in note 3. The related parties comprising of the

GMS Group’s major shareholders are outlined below.

Major shareholders Ownership interestGreen Investment Commercial Investments LLC 79 per cent.

Al Ain Capital LLC (formerly Al Bateen Investment Company LLC) 10 per cent.

Horizon Energy LLC 10 per cent.

Partner in relation to Saudi Operations RelationshipSuhayl A.M. Al Shoaibi & Sons Holding Co. Ltd. Minority shareholder in GMS

Saudi Arabia Ltd.

Other related parties RelationshipGulf Capital PJSC Significant, but not controlling,

shareholding in GC Equity

Partners Fund II, L.P., the

ultimate controlling party.

First Gulf Bank PJSC Related party of Al Ain Capital

LLC

Compensation of key management personnel

The remuneration of directors and other members of key management during the year were as

follows:

2013 2012 2011

(U.S.$’000s)

Short term benefits ...................................................................... 1,625 1,401 1,271End of service benefits ................................................................. 46 39 37

Share based payments (Share Appreciation Rights) ................... — 1,475 2,936

1,671 2,915 4,244

Compensation of key management personnel represents the charge to the income statement in respect

of the remuneration of the executive directors and certain members of the senior management team.

The shareholders hold ten shares of GMS Global Commercial Investments LLC on behalf of

members of key management.

27 Contingent liabilities

At 31 December 2013, the bankers of Gulf Marine Services Company WLL (‘‘GMS’’), one of the

subsidiaries of the GMS Group, have issued bid bonds, performance bonds and labour guarantees

amounting to U.S.$2,335,250 (2012: U.S.$1,802,583, 2011: U.S.$1,082,507) all of which were counter-

indemnified by Offshore Holding Investment S.A.

28 Capital commitments

2013 2012 2011

(U.S.$’000s)

Contractual capital commitments................................................ 34,863 2,149 263

Capital commitments comprise mainly of capital expenditure which has been contractually agreed

with suppliers for future periods for new build vessels or the refurbishment of existing vessels.

145

29 Obligations under finance leases

The GMS Group leased certain vessels (Keloa 4306 and Kinoa 4307) under finance leases which were

initially recorded at fair value at the inception of the lease for U.S.$50 million each. The lease term isfive years.

2013 2012 2011

(U.S.$’000s)

Within one year ........................................................................... 17,751 17,818 9,237

In the second to fifth year ........................................................... 97,012 112,222 53,960

114,763 130,040 63,197

Less: future finance charges......................................................... (25,980) (36,905) (17,277)

88,783 93,135 45,920

2013 2012 2011

(U.S.$’000s)

Disclosed as:

Amounts due within 12 months............................................... 5,697 5,120 2,856

Amounts due after 12 months ................................................. 83,086 88,015 43,064

88,783 93,135 45,920

The GMS Group has the option to purchase the barges at expiry of the lease period. The fair value

of the GMS Group’s lease obligations is approximately equal to their carrying amount. The fair value

of the financial lease obligations were determined in accordance with generally accepted pricing

models based on a discounted cash flow analysis, using appropriate market interest rates. The

effective interest rate on these finance leases is 12 per cent. per annum. These represent Level 2 value

measurements as defined by the fair value hierarchy according to IFRS 13.

30 Financial instruments

Categories of financial instruments

2013 2012 2011

(U.S.$’000s)

Financial assets:

Current assets

Cash and cash equivalents at amortised cost .......................... 46,897 1,967 4,400

Trade receivables and other debtors at amortised cost ........... 39,948 35,687 32,143Derivative financial instrument at fair value ........................... 541 — —

Loans to related parties carried at amortised cost .................. 445 561 540

87,831 38,215 37,083

Financial liabilities at amortised cost:

Trade and other payables ........................................................ 20,301 18,959 17,044

Bank borrowings (non-current) ............................................... 254,269 102,248 145,939

Obligation under a finance lease (non-current) ....................... 83,086 88,015 43,064

Loan from related parties (non-current).................................. 19,504 27,764 25,377

Bank borrowings (current)....................................................... 11,010 53,693 48,459

Due to related parties (current) ............................................... 782 782 782

Obligation under a finance lease (current)............................... 5,697 5,120 2,856

Financial liabilities recorded at amortised cost: .......................... 394,649 296,581 283,521

As of the year ended 31 December 2013 there was a foreign exchange option contract with a notional

value of 16,000,000 Euros at a rate of U.S.$1.337 to the Euro. The instrument has a maturity of

146

August 2014. The fair value of the instrument is an asset of U.S.$541,000, based on Level 2 inputs

from the hierarchy defined in IFRS 13.

Capital risk management

The GMS Group manages its capital to ensure its ability to continue as a going concern while

maximising the return on equity. The GMS Group does not have a formalised optimal target capital

structure or target ratios in connection with its capital risk management objectives. The GMS

Group’s overall strategy remains unchanged throughout the years ended 31 December 2013, 2012 and

2011.

Significant accounting policies

Details of the significant accounting policies and methods adopted, including the criteria for

recognition, the basis of measurement and the basis on which income and expenses are recognised, in

respect of each class of financial asset, financial liability and equity instrument are disclosed in note 3

to the historical financial information.

Financial risk management objectives

The GMS Group is exposed to the following risks related to financial instruments – credit risk,liquidity risk, cash flow interest rate risk and foreign currency risk. The management actively

monitors and manages these financial risks relating to the GMS Group.

Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in

financial loss to the GMS Group, and arises principally from the GMS Group’s trade and other

receivables and bank balances. The GMS Group has adopted a policy of only dealing with

creditworthy counterparties, however significant revenue is generated by dealing with high profile well

known customers, for whom the credit risk is assessed to be low. The GMS Group attempts to

control credit risk by monitoring credit exposures, limiting transactions with specific non-relatedcounterparties, and continually assessing the creditworthiness of such non-related counterparties. Cash

balances held with banks are assessed to have low credit risk of default since these banks are highly

regulated by the central banks of the respective countries.

Concentration of credit risk arise when a number of counterparties are engaged in similar business

activities, or activities in the same geographic region, or have similar economic features that would

cause their ability to meet contractual obligations to be similarly affected by changes in economic,

political or other conditions. Concentration of credit risk indicates the relative sensitivity of the GMS

Group’s performance to developments affecting a particular industry or geographic location. During

the year, vessels were chartered to four Middle East and three international oil companies. At

31 December 2013, these seven companies accounted for 85 per cent. (2012: 99.83 per cent.; 2011: 88per cent.) of the outstanding trade receivable. The credit risk on liquid funds is limited because the

counterparties are banks with high credit-ratings assigned by international agencies.

The amount that best represents maximum credit risk exposure on financial assets at the end of the

reporting period, in the event counterparties failing to perform their obligations generally

approximates their carrying value. Trade and other receivables and balances with banks are not

secured by any collateral.

Foreign currency risk management

The majority of the GMS Group’s transactions are in either UAE dirhams or U.S. dollars. As the

UAE dirham and the Saudi riyal are pegged to the U.S. dollar, balances in UAE dirham and Saudi

riyals are not considered to represent significant currency risk. Transactions in other foreign

currencies entered into by the GMS Group are short term in nature and therefore managementconsiders that the currency risk associated with these transactions is limited and consequently this risk

is typically not hedged, other than in relation to significant foreign currency capital expenditure

programmes.

147

The carrying amounts of the GMS Group’s significant foreign currency denominated monetary assets

and liabilities at the reporting date are as follows:

Liabilities

31 December

Assets

31 December

2013 2012 2011 2013 2012 2011

(U.S.$’000s) (U.S.$’000s)

UAE dirhams ............ 1,233 2,354 2,924 3,388 5,053 5,072

Saudi riyals ................ 56 — — 540 — —

Pound sterling ........... 511 1,885 1,088 4,399 4,403 7

Euro........................... 3,124 1,486 355 — — —

Singapore dollar ........ 486 105 27 — — —

Norwegian krone....... — 41 9 — — —Others ........................ 3 111 109 — — —

5,413 5,982 4,512 8,327 9,456 5,079

As the UAE dirham and Saudi riyal are pegged to the U.S. dollar, it is considered that the foreign

exchange risk on UAE dirham and Saudi riyal denominated assets and liabilities are minimal. At

31 December 2013, if the exchange rate of the currencies other than the UAE dirham and Saudi riyal

had increased/decreased by 10 per cent. against the U.S. dollar, with all other variables held constant,

GMS Group’s profit for the period would have been lower/higher by U.S.$0.1 million (2012: lower/higher by U.S.$0.1 million, 2011: higher/lower by U.S.$0.1 million) mainly as a result of foreign

exchange loss or gain on translation of Euro and Pound sterling denominated balances.

Interest rate risk management

The GMS Group is exposed to cash flow interest rate risk on its bank borrowings which are subject

to floating interest rates.

The sensitivity analyses below have been determined based on the exposure to interest rates for non-

derivative instrument at the end of the reporting period. For floating rate liabilities, the analysis is

prepared assuming the amount of liability outstanding at the end of the reporting period was

outstanding for the whole year. A 50 basis point increase or decrease is used when reporting interest

rate risk internally to key management personnel and represents management’s assessment of the

reasonably possible change in interest rates.

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the

GMS Group’s profit for the year ended 31 December 2013 would decrease/increase by U.S.$0.9 million(2012: decrease/increase by U.S.$0.3 million, 2011: decrease/increase by U.S.$0.4 million). This is

mainly attributable to the GMS Group’s exposure to interest rates on its variable rate borrowings.

The GMS Group’s sensitivity to interest rates has increased during the year since it has entered into

new facilities during the year.

Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has

built an appropriate liquidity risk management framework for the management of the GMS Group’s

short, medium and long-term funding and liquidity management requirements. The GMS Group

manages liquidity risk by maintaining adequate reserves by continuously monitoring forecast and

actual cash flows and matching the maturity profiles of financial assets and liabilities.

148

The table below summarises the maturity profile of the GMS Group’s non-derivative financial

liabilities. The contractual maturities of the GMS Group’s non-derivative financial liabilities and

financial assets have been determined on the basis of the remaining period at the end of the reporting

period to the contractual maturity date. The maturity profile is monitored by management to ensureadequate liquidity is maintained. The maturity profile of the assets and liabilities at the end of the

reporting period based on undiscounted principal contractual repayment arrangements was as follows:

Interest

rate

1 to 3

months

4 to 12

months

2 to 5

years

After 5

years

(U.S.$’000s)

31 December 2013

Non-interest bearing financial assets ..... 86,455 390 — —

Interest bearing financial assets ............. 4.0% — 445 — —

86,455 835 — —

Non-interest bearing financial liabilities 20,120 963 — —

Interest bearing financial liabilities ........ 5.5-9.0% 9,542 21,210 377,016 —

29,662 22,173 377,016 —

31 December 2012

Non-interest bearing financial assets ..... 36,201 1,453 — —

Interest bearing financial assets ............. 4.0% — — 561 —

36,201 1,453 561 —

Non-interest bearing financial liabilities 13,884 5,075 782 —

Interest bearing financial liabilities ........ 5.5-9.0% 17,104 55,152 219,691 —

30,988 60,227 220,473 —

31 December 2011

Non-interest bearing financial assets ..... 22,782 13,761 — —

Interest bearing financial assets ............. 4.0% — — 540 —

22,782 13,761 540 —

Non-interest bearing financial liabilities 16,204 840 782 —

Interest bearing financial liabilities ........ 1.8-8.0% 16,203 42,277 191,408 25,377

32,407 43,117 192,190 25,377

Management believe that the difference between fair value and carrying value is negligible.

31 Share appreciation rights

Share appreciation rights granted to key management employees vest in instalments over a fixed

service period, are subject to the achievement of performance conditions by the GMS Group and are

payable upon an exit event, which is defined as an employee being a good-leaver, an initial publicoffering or a sale of the business to a third party. Half of the share appreciation rights have a fixed

service period and do not require the employee to be employed when an exit event occurs; the

balance requires the employee to be employed at the time that the exit event occurs. Cash settlement

of the share appreciation rights is made at the time of the exit event.

At 31 December 2012 and 2011, 85 per cent. of the scheme had vested and the Group has recognised

U.S.$2.5 million and U.S.$4.8 million, respectively, in our consolidated statement of comprehensive

income and a liability of U.S.$8.4 million and U.S.$5.9 million, respectively, in our consolidated

statement of financial position.

The shareholders entered into an agreement with the Group, effective 1 January 2013, whereby the

shareholders have agreed to assume the share appreciation rights obligation due to key management

employees under the scheme. This represented a modification of the scheme, effective 1 January 2013,

149

such that from that date it represents an equity settled compensation arrangement for the GMS

Group and a capital contribution of U.S.$7.8 million from the shareholders as of 1 January 2013 was

recorded. There will be no remaining charge to the GMS Group in future periods in relation to the

85 per cent. of the scheme which has vested.

The remaining 15 per cent. of the unvested share appreciation rights will vest if certain conditions on

exit are met. The charge relating to this residual 15 per cent. will be recognised in the Group’sconsolidated financial statements if these conditions are met.

32 Events after the reporting period

The following events occurred after the reporting period:

The GMS Group has undergone a reorganisation, which has involved the incorporation of a new

ultimate holding company, Gulf Marine Services PLC. This has not had any impact on the

consolidated financial position of the GMS Group.

On 11 February, a subsidiary of the Group renegotiated certain terms and conditions of their existing

Sharia-compliant syndicated financing arrangement, which is being coordinated by Abu Dhabi Islamic

Bank PJSC. This has led to the following key amendments, which are conditional on the Group

listing:

* The repayment period has been extended by one year;

* The interest rate has reduced to 4.1 per cent. per annum plus LIBOR;

* The term loan facility to fund capital expenditure has been increased from U.S.$80 million to

U.S.$110 million;

* An additional working capital revolving facility of U.S.$20 million; and

* The termination of the shareholders’ loan subordination agreement.

In January 2014, a subsidiary of the GMS Group entered into an arrangement with a third party tolease a vessel commencing in 2015 for a five year term with a purchase option to acquire the vessel.

The estimated annual charge for the lease is approximately U.S.$9 million per annum. Under the

terms of this arrangement, the subsidiary has an early purchase option, which can be exercised at

their discretion to purchase the vessel by giving the owners six months written and irrecoverable prior

notice. The purchase option price ranges between U.S.$45 million to U.S.$53 million, depending on

when the option is exercised.

33 Dividends

During the year 2013, the Directors declared a dividend of U.S.$80 million. Further, during 2013, the

Directors of Gulf Marine Services Saudi Arabia Limited, a subsidiary undertaking, agreed to

distribute dividends amounting to U.S.$0.5 million (2012: U.S.$2.48 million (SAR 9.3 million)). Of the

total dividend declared, an amount of U.S.$80.5 million has been paid.

150

PART XIV: UNAUDITED PRO FORMA FINANCIAL INFORMATION

Section A: Accountant’s Report on Pro Forma Financial Information

Deloitte LLP

2 New Street Square

London

EC4A 3BZ

The Board of Directors

on behalf of Gulf Marine Services PLC

c/o Hackwood Secretaries Limited

One Silk Street

LondonEC2Y 8HQ



London

EC1A 1HQ

Barclays Bank PLC

5 The North Colonnade

Canary Wharf

London E14 4BB

14 March 2014

Dear Sirs,

Gulf Marine Services PLC (the ‘‘Company’’)

We report on the pro forma statement of net assets (the ‘‘Pro forma financial information’’) set out in

Section B of Part XIV of the prospectus of the Company dated 14 March 2014 (the ‘‘Prospectus’’),

which has been prepared on the basis described in the notes thereto, for illustrative purposes only, toprovide information about how the Offer might have affected the financial information presented on

the basis of the accounting policies to be adopted by the Company in preparing the financial

statements for the period ending 31 December 2014. This report is required by Annex I item 20.2 of

Commission Regulation (EC) No 809/2004 (the ‘‘Prospectus Directive Regulation’’) and is given for

the purpose of complying with that requirement and for no other purpose.

Responsibilities

It is the responsibility of the directors of the Company (the ‘‘Directors’’) to prepare the Pro forma

financial information in accordance with Annex I item 20.2 and Annex II items 1 to 6 of theProspectus Directive Regulation.

It is our responsibility to form an opinion, in accordance with Annex I item 20.2 of the Prospectus

Directive Regulation, as to the proper compilation of the Pro forma financial information and to

report that opinion to you in accordance with Annex II item 7 of the Prospectus Directive

Regulation.

Save for any responsibility arising under Prospectus Rule 5.5.3R (2)(f) to any person as and to the

extent there provided, to the fullest extent permitted by law we do not assume any responsibility and

will not accept any liability to any other person for any loss suffered by any such other person as a

result of, arising out of, or in connection with this report or our statement, required by and givensolely for the purposes of complying with Annex I item 23.1 of the Prospectus Directive Regulation,

consenting to its inclusion in the Prospectus.

In providing this opinion we are not updating or refreshing any reports or opinions previously made

by us on any financial information used in the compilation of the Pro forma financial information,

nor do we accept responsibility for such reports or opinions beyond that owed to those to whom

those reports or opinions were addressed by us at the dates of their issue.

151

Basis of Opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the

Auditing Practices Board in the United Kingdom. The work that we performed for the purpose ofmaking this report, which involved no independent examination of any of the underlying financial

information, consisted primarily of comparing the unadjusted financial information with the source

documents, considering the evidence supporting the adjustments and discussing the Pro forma

financial information with the Directors.

We planned and performed our work so as to obtain the information and explanations we considered

necessary in order to provide us with reasonable assurance that the Pro forma financial information

has been properly compiled on the basis stated and that such basis is consistent with the accounting

policies of the Company.

Our work has not been carried out in accordance with auditing or other standards and practices

generally accepted in jurisdictions outside the United Kingdom, including the United States of

America, and accordingly should not be relied upon as if it had been carried out in accordance with

those standards or practices.

Opinion

In our opinion:

(a) the Pro forma financial information has been properly compiled on the basis stated; and

(b) such basis is consistent with the accounting policies of the Company.

Declaration

For the purposes of Prospectus Rule 5.5.3R(2)(f) we are responsible for this report as part of the

Prospectus and declare that we have taken all reasonable care to ensure that the information

contained in this report is, to the best of our knowledge, in accordance with the facts and contains

no omission likely to affect its import. This declaration is included in the Prospectus in compliance

with Annex I item 1.2 of the Prospectus Directive Regulation.

Yours faithfully

Deloitte LLP

Chartered Accountants

Deloitte LLP is a limited liability partnership registered in England and Wales with registered number

OC303675 and its registered office at 2 New Street Square, London EC4A 3BZ, United Kingdom.

Deloitte LLP is the United Kingdom member firm of Deloitte Touche Tohmatsu Limited (‘‘DTTL’’), a

UK private company limited by guarantee, whose member firms are legally separate and independent

entities. Please see www.deloitte.co.uk/about for a detailed description of the legal structure of DTTL

and its member firms.

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Section B: Pro forma financial information

1 Introduction

The unaudited pro forma statement of net assets (the ‘‘Pro forma financial information’’) set out

below has been prepared to illustrate the impact of the proceeds raised through the Offer and the

Directed Offering on the consolidated net assets of the Group. The Pro forma financial information is

based on the consolidated net assets of GMS Commercial Investments L.L.C and its subsidiaries (the

‘‘GMS Group’’) as at 31 December 2013 and has been prepared on the basis that the Offer took

place on 31 December 2013. The unaudited Pro forma financial information is compiled on the basis

of the notes set out below and in accordance with the accounting policies to be applied in preparing

the audited accounts of the Group for the financial year ending 31 December 2014.

The Pro forma financial information, which has been produced for illustrative purposes only,

addresses a hypothetical situation and, therefore, does not represent the Group’s actual financial

position or results.

2 Unaudited Pro forma financial information

As at

31 December

2013(1) Adjustments(2)

Pro forma

as at

31 December

2013(3)

(U.S.$ ‘000s)

Assets

Non-current assets

Property, plant and equipment ............................................. 490,354 — 490,354

Intangibles............................................................................. 1,125 — 1,125

Dry docking expenditure ...................................................... 778 — 778

Fixed asset prepayments ....................................................... 2,827 — 2,827

Total non-current assets......................................................... 495,084 — 495,084

Current assets

Loans to related parties ........................................................ 445 — 445

Derivative financial instruments ........................................... 541 — 541

Trade and other receivables .................................................. 43,249 — 43,249

Cash and cash equivalents .................................................... 46,897 81,882 128,779

Total current assets ............................................................... 91,132 81,882 173,014

Total assets............................................................................ 586,216 81,882 668,098

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As at

31 December

2013(1) Adjustments(2)

Pro forma

as at

31 December

2013(3)

(U.S.$ ‘000s)

Liabilities


Bank borrowings................................................................... 254,269 — 254,269

Obligations under finance leases ........................................... 83,086 — 83,086

Loans from related parties.................................................... 19,504 (19,504) —

Provision for employees’ end of service benefits .................. 1,910 — 1,910

Total non-current liabilities.................................................... 358,769 (19,504) 339,265

Current liabilities

Trade and other payables ..................................................... 25,720 — 25,720

Bank borrowings................................................................... 11,010 — 11,010

Obligations under finance leases ........................................... 5,697 — 5,697

Due to related parties ........................................................... 782 — 782

Total current liabilities .......................................................... 43,209 — 43,209

Total liabilities....................................................................... 401,978 (19,504) 382,474

Net assets .............................................................................. 184,238 101,386 285,624

Notes:

(1) The financial information for the GMS Group has been extracted, without adjustment, from the historical financial informationset out in Section B of Part XIII: ‘‘Historical Financial Information’’.

(2) The gross proceeds receivable by the Company pursuant to the Offer and the Directed Offering are calculated on the basis that49,527,804 New Shares are issued at a price of 135 pence (224.9 cents) per New Share. The net proceeds of the Offer and theDirected Offering are expected to be U.S.$101.4 million after deducting underwriting commissions, other estimated offering-related fees, expenses and applicable taxes of U.S.$10.0 million. The adjustments reflect the use of proceeds, as described in PartIX: ‘‘Use of Proceeds and Dividend Policy’’, with U.S.$19.5 million to repay existing shareholder loans. The remainingU.S.$81.9 million is shown as an increase to the cash balance and is intended to be used to fund the planned acquisition of theKeloa (U.S.$37.5 million) and to fund the new-build programme.

(3) No account has been taken of the trading results or other cash flows of the Group since 31 December 2013.

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PART XV: DETAILS OF THE OFFER

Summary of the Offer and the Directed Offering

Pursuant to the Offer and the Directed Offering, the Company intends to issue 49,527,804 New

Shares, raising proceeds of approximately £60.9 million, net of underwriting commissions, other

estimated offering-related fees, expenses and applicable taxes of approximately £6.0 million. The New

Shares will represent approximately 14.17 per cent. of the expected issued ordinary share capital of

the Company immediately following Admission.

73,207,598 Existing Shares are expected to be sold by the Selling Shareholders in the Offer. In

addition, a further 18,317,849 Over-allotment Shares are being made available by the Over-allotmentShareholders pursuant to the Over-allotment Option described below.

The Shares have not been, and will not be, registered under the Securities Act or any State securities

laws of the United States and, subject to certain exceptions, may not be offered or sold within theUnited States (as defined in Regulation S under the Securities Act (‘‘Regulation S’’)).

In the Offer, Shares will be offered (i) to certain institutional and other investors in the UnitedKingdom and elsewhere outside the United States and (ii) in the United States only to QIBs in

reliance on an exemption from, or in a transaction not subject to, the registration requirements of the

Securities Act.

In the Directed Offering, New Shares will be offered at the Offer Price to the following Directors of

the Company: W. Richard Anderson, Simon Batey, Simon Heale, Michael Straughen, Karim El Solh

and H. Richard Dallas. See Part XVII: ‘‘Additional Information – Share Capital’’.

The Offer Price is 135 pence per Share. Certain restrictions that apply to the distribution of this

document and the Shares being issued and sold under the Offer in jurisdictions outside the United

Kingdom are described below.

The Offer is underwritten by the Joint Bookrunners and is subject to satisfaction of the conditions set

out in the Underwriting Agreement, including Admission occurring and becoming effective by no later

than 8.00 a.m. (London time) on the Closing Date or such later time and/or date as the Company

and Joint Bookrunners may agree, and to the Underwriting Agreement not having been terminated in

accordance with its terms.

When admitted to trading, the Shares will be registered with ISIN number GB00BJVWTM27 and

SEDOL number BJVWTM2. Admission is expected to take place and unconditional dealings in the

Shares are expected to commence on the London Stock Exchange on 19 March 2014.

Immediately following Admission, in excess of 25 per cent. of the Company’s issued ordinary share

capital will be held in public hands (within the meaning of paragraph 6.1.19 of the Listing Rules).The Shareholders immediately prior to the Offer and the Directed Offering will be diluted by 14.17

per cent. as a result of the Offer.

The New Shares being issued by the Company pursuant to the Offer and the Directed Offering will,

on Admission, rank pari passu in all respects with the existing Shares in issue and will rank in full for

all dividends and other distributions thereafter declared, made or paid on the ordinary share capital

of the Company. The New Shares will be freely transferable.

Bookbuilding and Allocation

The rights attaching to the Shares will be uniform in all respects and they will form a single class for

all purposes. The Shares allocated under the Offer have been underwritten, subject to certain

conditions, by the Joint Bookrunners, as described in ‘‘– Underwriting Arrangements’’ and in Part

XVII: ‘‘Additional Information – Underwriting Agreement’’.

Allocations under the Offer will be determined by the Joint Global Co-ordinators following

agreement and consultation with the Company and the Selling Shareholders. All Shares issued or sold

pursuant to the Offer will be issued or sold, payable in full, at the Offer Price. The Offer Price hasbeen determined by the Company in consultation with the Joint Bookrunners and may not be

indicative of the market price of the shares following Admission. Liability for UK stamp duty and

stamp duty reserve tax is described in Part XVI: ‘‘Taxation’’.

Dealings and Admission

The Offer is subject to the satisfaction of certain conditions contained in the Underwriting

Agreement, which are typical for an agreement of this nature. Certain conditions are related to events

155

which are outside the control of the Company, the Directors, the Selling Shareholders and the Banks.

Further details of the Underwriting Agreement are described in Part XVII: ‘‘Additional Information –

Underwriting Agreement’’.

Application has been made to the FCA for the Shares to be admitted to the premium listing segment

of the Official List and to the London Stock Exchange for such Shares to be admitted to trading on

the London Stock Exchange’s main market for listed securities.

It is expected that Admission will take place and unconditional dealings in the Shares will commence

on the London Stock Exchange at 8.00 a.m. (London time) on 19 March 2014. Settlement of dealingsfrom that date will be on a three-day rolling basis. Prior to Admission, it is expected that dealings in

the Shares will commence on a conditional basis on the London Stock Exchange on 14 March 2014.

The earliest date for such settlement of such dealings will be 19 March 2014. All dealings in the

Shares prior to the commencement of unconditional dealings will be on a ‘‘conditional basis’’, will be

of no effect if Admission does not take place and will be at the sole risk of the parties concerned.

These dates and times may be changed without further notice.

Each investor will be required to undertake to pay the Offer Price for the Shares sold or issued to

such investor in such manner as shall be directed by the Joint Global Co-ordinators.

It is expected that Shares allocated to investors in the Offer will be delivered in uncertificated form

and settlement will take place through CREST on Admission. No temporary documents of title will

be issued. Dealings in advance of crediting of the relevant CREST stock account shall be at the risk

of the person concerned.

Over-allotment and Stabilisation

In connection with the Offer, BofA Merrill Lynch, as Stabilising Manager, or any of its agents, may

(but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or

effect other stabilising transactions with a view to supporting the market price of the Shares at a

higher level than that which might otherwise prevail in the open market. The Stabilising Manager is

not required to enter into such transactions and such stabilisation transactions may be effected on

any securities market, over-the-counter market, stock exchange or otherwise and may be undertakenat any time during the period commencing on the date of the commencement of conditional dealings

in 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 Manager or any of its agents to effect

stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such

stabilisation, if commenced, may be discontinued at any time without prior notice.

In connection with the Offer, the Stabilising Manager may, for stabilisation purposes, over-allot

Shares up to a maximum of 15 per cent. of the total number of Shares comprised in the Offer. For

the purposes of allowing the Stabilising Manager to cover short positions resulting from any such

over-allotments and/or from sales of Shares effected by it during the stabilising period, the Over-

allotment Shareholders have granted to it the Over-allotment Option, pursuant to which theStabilising Manager may purchase or procure purchasers for additional Shares up to a maximum of

15 per cent. of the Over-allotment Shares at the Offer Price. The Over-allotment Option is exercisable

in whole or in part, upon notice by the Stabilising Manager, at any time on or before the 30th

calendar day after the commencement of conditional dealings of the Shares on the London Stock

Exchange. Any Over-allotment Shares made available pursuant to the Over-allotment Option will

rank pari passu in all respects with the Shares, including for all dividends and other distributions

declared, made or paid on the Shares, will be purchased on the same terms and conditions as the

Shares being issued or sold in the Offer and will form a single class for all purposes with the otherShares.

In no event will measures be taken to stabilise the market price of the Shares above the Offer Price.Except as 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 stabilising transactions conducted in

relation to the Offer.

It is expected that the sale of additional Shares by the Over-allotment Shareholders to purchasers

procured by the Stabilising Manager, pursuant to the exercise of the Over-allotment Option, will be

effected by means of an ‘‘on exchange’’ transaction for the purposes of the rules of the London Stock

Exchange.

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For a discussion of certain stock lending arrangements entered into in connection with the Over-

allotment Option, see Part XVII: ‘‘Additional Information – Material Contracts – Stock Loan

Agreement’’.

CREST

With effect from Admission, the Articles will permit the holding of Shares under the CREST system.

CREST is a paperless settlement system allowing securities to be transferred from one person’sCREST account to another’s without the need to use share certificates or written instruments of

transfer. Settlement of transactions in the Shares following Admission may take place within the

CREST system if any shareholder so wishes.

CREST is a voluntary system and holders of Shares who wish to receive and retain share certificates

will be able to do so. Investors applying for Shares in the Offer may elect to receive Shares in

uncertificated form, if that investor is a system member (as defined in the CREST Regulations) with

regard to CREST.

Underwriting Arrangements

The Joint Bookrunners have entered into commitments under the Underwriting Agreement pursuant

to which they have agreed, subject to certain conditions, to procure subscribers or purchasers for

Shares, or, failing which, to subscribe for or purchase such Shares themselves, at the Offer Price.

The Underwriting Agreement contains provisions entitling the Joint Bookrunners to terminate the

Underwriting Agreement at any time prior to Admission, in certain circumstances. If this right is

exercised, the Offer and these arrangements will lapse and any moneys received in respect of the

Shares will be returned to applicants without interest. The Underwriting Agreement provides for theJoint Bookrunners to be paid commission in respect of the Shares issued. Any commissions received

by the Joint Bookrunners may be retained, and any Shares acquired by them may be retained or

dealt in, by them, for their own benefit. The Selling Shareholders have granted to the Stabilising

Manager, on behalf of the Joint Bookrunners, the Over-allotment Option under the Underwriting

Agreement.

Further details of the terms of the Underwriting Agreement are set out in Part XVII ‘‘Additional

Information – Underwriting Agreement’’. Certain selling and transfer restrictions are set out below.

Lock-up Arrangements

Pursuant to the Underwriting Agreement, the Company has agreed that, subject to certain exceptions,

during the period of 180 days from the date of Admission, it will not, without the prior written

consent of the Joint Global Co-ordinators, directly or indirectly, offer, issue, allot, lend, mortgage,

assign, charge, pledge, sell or contract to sell or issue, issue options in respect of, or otherwise disposeof, directly or indirectly, or announce an offering or issue of, any Shares (or any interest therein or in

respect thereof) or any other securities exchangeable for, or convertible into, or substantially similar

to, Shares or enter into any transaction with the same economic effect as, or agree to do, any of the

foregoing.

Pursuant to the Underwriting Agreement and related arrangements, GICI, Ocean, Horizon Energy

LLC and Al Ain Capital LLC have agreed that, subject to certain exceptions, during the period of

180 days from the date of Admission, they will not, without the prior written consent of the Joint

Global Co-ordinators, offer, issue, lend, mortgage, assign, charge, pledge, sell or contract to sell, issue

options in respect of or otherwise dispose of, directly or indirectly, or announce an offering or issue

of, any Shares (or any interest therein or in respect thereof) or any other securities exchangeable for

or convertible into, or substantially similar to, Shares or enter into any transaction with the sameeconomic effect as, or agree to do, any of the foregoing.

Further details of these arrangements, which are contained in the Underwriting Agreement, are setout in Part XVII: ‘‘Additional Information – Underwriting Agreement’’ and ‘‘Material Contracts –

Lock-Up Agreements pursuant to the Underwriting Agreement and – Senior Management Lock-Up’’.

Withdrawal Rights

In the event that the Company is required to publish any supplementary prospectus, applicants who

have applied for Shares in the Offer shall have at least two clear business days following the

publication of the relevant supplementary prospectus within which to withdraw their offer to acquire

Shares in the Offer in its entirety. The right to withdraw an application to acquire Shares in the Offer

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in these circumstances will be available to all investors in the Offer. If the application is not

withdrawn within the stipulated period, any offer to apply for Shares in the Offer will remain valid

and binding.

Investors wishing to exercise statutory withdrawal rights after the publication of any supplementaryprospectus must do so by lodging a written notice of withdrawal by hand (during normal business

hours only) at the registered office of the Company or by facsimile (during normal business hours

only) so as to be received no later than two business days after the date on which the supplementary

prospectus is published. Notice of withdrawal given by any other means or which is deposited with or

received by the Company after expiry of such period will not constitute a valid withdrawal.

Selling and Transfer Restrictions

The distribution of this document and the offer of Shares in certain jurisdictions may be restricted by

law and, therefore, persons into whose possession this document comes should inform themselvesabout and observe any restrictions, including those set out in the paragraphs that follow. Any failure

to comply with these restrictions may constitute a violation of the securities laws of any such

jurisdiction.

No action has been or will be taken in any jurisdiction that would permit a public offering of the

Shares, or possession or distribution of this document or any other offering material in any country

or jurisdiction where action for that purpose is required. Accordingly, the Shares may not be offered

or sold, directly or indirectly, and neither this document nor any other offering material or

advertisement in connection with the Shares may be distributed or published in or from any country

or jurisdictions, except in circumstances that will result in compliance with any and all applicablerules and regulations of any such country or jurisdiction. Persons into whose possession this

document comes should inform themselves about and observe any restrictions on the distribution of

this document and the offer of Shares contained in this document. Any failure to comply with these

restrictions may constitute a violation of the securities laws of any such jurisdiction. This document

does not constitute an offer to subscribe for or purchase any of the Shares to any person in any

jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction.

European Economic Area

In relation to each Member State of the EEA which has implemented the Prospectus Directive (each

a ‘‘Relevant Member State’’), an offer to the public of any Shares may not be made in that Relevant

Member State, except that the Shares may be offered to the public in that Relevant Member State atany time under the following exemptions under the Prospectus Directive, if they have been

implemented in that Relevant Member State:

(i) to any legal entity which is a qualified investor as defined under the Prospectus Directive;

(ii) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of

the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as

defined in the Prospectus Directive), subject to obtaining the prior consent of the Joint Global

Co-ordinators for any such offer; or

(iii) in any other circumstances, falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Shares shall result in a requirement for the publication by the

Company or any Underwriter of a Prospectus pursuant to Article 3 of the Prospectus Directive andeach person who initially acquires Shares or to whom any offer is made will be deemed to have

represented, warranted and agreed to and with the Banks and the Company that it is a qualified

investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of

the Prospectus Directive.

For the purposes of this provision, the expression ‘‘an offer to the public of any Shares’’, in relation

to any Shares in any Relevant Member State, means the communication in any form and by any

means of sufficient information on the terms of the Offer and the Shares to be offered so as to

enable an investor to decide to purchase or subscribe for the Shares, as the same may be varied inthat Member State by any measure implementing the Prospectus Directive in that Member State. The

expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC (and any amendments thereto,

including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State)

and includes any relevant implementing measure in each Relevant Member State, and the expression

‘‘2010 PD Amending Directive’’ means Directive 2010/73/EU.

158

In the case of any Shares being offered to a financial intermediary as that term is used in Article 3(2)

of the Prospectus Directive, each Underwriter has agreed to use its reasonable endeavours to procure

that such financial intermediary will be deemed to have represented, warranted and agreed that the

Shares acquired by it 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, persons in circumstances which

may give rise to an offer of any Shares to the public, other than their offer or resale in a Relevant

Member State to qualified investors as so defined or in circumstances in which the prior consent of

the Joint Global Co-ordinators has been obtained to each such proposed offer or resale.

The Company, the Banks and their affiliates and others will rely upon the truth and accuracy of theforegoing representation, acknowledgement and agreement. Notwithstanding the above, a person who

is not a qualified investor, and who has notified the Joint Global Co-ordinators of such fact in

writing, may, with the consent of the Joint Global Co-ordinators, be permitted to subscribe for or

purchase Shares in the Offer.

United States

The Shares 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, and, subject to certain

exceptions, may not be offered or sold within the United States. Accordingly, the Shares may only be

offered and sold: (i) through the U.S.-registered broker affiliates of the Banks to persons reasonably

believed to be QIBs, in reliance on the exemption from the registration requirements of the Securities

Act provided by Rule 144A or another exemption from, or a transaction not subject to, the

registration requirements of the Securities Act; and (ii) outside the United States in offshoretransactions in reliance on Regulation S.

In addition, until 40 days after the commencement of the Offer of the Shares, an offer or sale of

Shares within the United States by any dealer (whether or not participating in the Offer) may violate

the registration requirements of the Securities Act if such offer or sale is made otherwise than in

accordance with Rule 144A or another exemption from, or transaction not subject to, the registrationrequirements of the Securities Act.

The Underwriting Agreement provides that the Underwriters may, directly or through their respective

United States broker-dealer affiliates, arrange for the offer and resale of Shares within the United

States only to QIBs in reliance on Rule 144A or another exemption from, or transaction not subject

to, the registration requirements of the Securities Act.

Rule 144A transfer restrictions

Each purchaser of Shares in the United States will be deemed to have represented and agreed that it

has received a copy of this Prospectus and such other information as it deems necessary to make aninvestment decision and that:

(i) it is (a) a QIB, (b) acquiring the Shares for its own account or for the account of one or more

QIBs with respect to whom it has the authority to make, and does make, the representations

and warranties set forth in this paragraph, (c) acquiring the Shares for investment purposes, and

not with a view to further distribution of such Shares and (d) aware, and each beneficial owner

of the Shares has been advised, that the sale of the Shares to it is being made in reliance onRule 144A or in reliance on another exemption from, or in a transaction not subject to, the

registration requirements of the Securities Act;

(ii) it understands and agrees that the Shares have not been and will not be registered under the

Securities Act or with any securities regulatory authority of any state, territory or other

jurisdiction of the United States and may not be offered, resold, pledged or otherwisetransferred, except (a)(1) to a person whom the purchaser and any person acting on its behalf

reasonably believes is a QIB purchasing for its own account or for the account of a QIB in a

transaction meeting the requirements of Rule 144A, (2) in an offshore transaction complying

with Rule 903 or Rule 904 of Regulation S, (3) pursuant to an exemption from the registration

requirements of the Securities Act provided by Rule 144 thereunder (if available) or (4) pursuant

to an effective registration statement under the Securities Act and (b) in accordance with all

applicable securities laws of any state, territory or other jurisdiction of the United States;

(iii) it acknowledges that the Shares (whether in physical, certificated form or in uncertificated form

held in CREST) are restricted securities within the meaning of Rule 144(a)(3) under the

Securities Act, that the Shares are being offered and sold in a transaction not involving any

159

public offering in the United States within the meaning of the Securities Act and that no

representation is made as to the availability of the exemption provided by Rule 144 for resales

of Shares;

(iv) it understands that in the event Shares are held in certificated form, such certificated Shares will

bear a legend substantially to the following effect:

‘‘THE SECURITY EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE

REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS

AMENDED (THE ‘‘SECURITIES ACT’’), ANY STATE SECURITIES LAWS IN THE

UNITED STATES OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND

MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED,EXCEPT: (A) IN A TRANSACTION IN ACCORDANCE WITH RULE 144A UNDER THE

SECURITIES ACT TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING

ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL

BUYER; (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903

OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT; (C) PURSUANT

TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE

SECURITIES ACT PROVIDED BY RULE 144 (IF AVAILABLE); OR (D) PURSUANT TO

AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, INEACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF

ANY STATE OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS

TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE

SECURITIES ACT FOR RESALES OF THIS SECURITY. EACH PURCHASER OF THIS

SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE

RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE

SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER AND EACH

PURCHASER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFYANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS

REFERRED TO ABOVE. EACH HOLDER, BY ITS ACCEPTANCE OF THIS SECURITY,

REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING

RESTRICTIONS’’;

(v) notwithstanding anything to the contrary in the foregoing, it understands that Shares may not

be deposited into an unrestricted depositary receipt facility in respect of Shares established or

maintained by a depositary bank unless and until such time as such Shares are no longer withinthe meaning of Rule 144(a)(3) under the Securities Act;

(vi) any resale made other than in compliance with the above stated restrictions shall not be

recognised by the Company;

(vii) it agrees that it will give to each person to whom it transfers Shares notice of any restrictions

on transfer of such Shares; and

(viii) it acknowledges that the Company, the Banks and others will rely upon the truth and accuracy

of the foregoing acknowledgements, representations and agreements and agrees that, if any of

such acknowledgements, representations or agreements deemed to have been made by virtue of

its purchase of Shares are no longer accurate, it will promptly notify the Company, and if it is

acquiring any Shares as a fiduciary or agent for one or more QIBs, it represents that it has sole

investment discretion with respect to each such account and that it has full power to make the

foregoing acknowledgements, representations and agreements on behalf of each such account.

Regulation S transfer restrictions

Each purchaser of Shares outside the United States in accordance with Regulation S will be deemed

to have represented, agreed and acknowledged that it has received a copy of this Prospectus and such

other information as it deems necessary to make an investment decision and that:

(i) it is authorised to consummate the purchase of the Shares in compliance with all applicable laws

and regulations;

(ii) it acknowledges (or, if it is a broker-dealer acting on behalf of a customer, its customer has

confirmed to it that such customer acknowledges) that the Shares 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;

160

(iii) it and the person, if any, for whose account or benefit the purchaser is acquiring the Shares is

purchasing the Shares in an offshore transaction meeting the requirements of Regulation S; and

(iv) the Company, the Banks and others will rely upon the truth and accuracy of the foregoing

acknowledgements, representations and agreements, and agrees that if any of such

acknowledgements, representations or agreements deemed to have been made by virtue of its

purchase of Shares are no longer accurate, it will promptly notify the Company, and if it is

acquiring any Shares as a fiduciary or agent for one or more accounts, it represents that it has

sole investment discretion with respect to each such account and that it has full power to make

the foregoing acknowledgements, representations and agreements on behalf of each suchaccount.

United Kingdom

This Prospectus and any other material in relation to the Shares described herein is only being

distributed to, and is only directed at, persons in the United Kingdom that are qualified investors

within the meaning of Article 2(1)(e) of the Prospectus Directive (‘‘qualified investors’’) that are also:

(i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act

2000 (Financial Promotion) Order 2005 (the ‘‘Order’’); or (ii) high net worth entities or other personsfalling within Articles 49(2)(a) to (d) of the Order (all such persons together being referred to as

‘‘relevant persons’’). The Shares are only available to, and any invitation, offer or agreement to

subscribe, purchase or otherwise acquire such Shares will be engaged in only with, relevant persons.

This Prospectus and its contents are confidential and should not be distributed, published or

reproduced (in whole or in part) or disclosed by recipients to any other person in the United

Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on

this Prospectus or its contents.


This Prospectus is strictly private and confidential and is being distributed to a limited number of

investors and must not be provided to any person other than the original recipient, and may not be

reproduced or used for any other purpose. If you are in any doubt about the contents of this

document, you should consult an authorised financial adviser.

By receiving this Prospectus, the person or entity to whom it has been issued understands,

acknowledges and agrees that this Prospectus has not been approved by or filed with the UAE

Central Bank, the UAE Securities and Commodities Authority (‘‘SCA’’) or any other authorities in

the UAE, and/or any other relevant licensing authority in the UAE including any licensing authority

incorporated under the laws and regulations of any of the free zones established and operating in the

territory of the UAE, in particular the Dubai Financial Services Authority (‘‘DFSA’’), a regulatory

authority of the Dubai International Financial Centre (‘‘DIFC’’). The transaction/sale of Shares does

not constitute a public offer of securities in the UAE, DIFC and/or any other free zone inaccordance with the Commercial Companies Law, Federal Law No 8 of 1984 (as amended), DFSA

Markets Law DIFC Law No. 1 of 2012, Markets Rules and NASDAQ Dubai Rules, accordingly, or

otherwise. The Shares may not be offered to the public in the UAE and/or any of the free zones, nor

have the Joint Bookrunners received authorisation or licensing from the UAE Central Bank, SCA or

any other authorities in the UAE to market or sell securities or other investments within the UAE.

No marketing of any financial products or services has been or will be made from within the UAE

other than in compliance with the laws of the UAE and no subscription to any securities or other

investments may or will be consummated within the UAE. It should not be assumed that any of theJoint Bookrunners is a licensed broker, dealer or investment advisor under the laws applicable in the

UAE, or that any of them advise individuals resident in the UAE as to the appropriateness of

investing in or purchasing or selling securities or other financial products. The Shares may not be

offered or sold directly or indirectly to the public in the UAE. This does not constitute a public offer

of securities in the UAE in accordance with the Commercial Companies Law, Federal Law No. 8 of

1984 (as amended) or otherwise.

Nothing contained in this Prospectus is intended to constitute investment, legal, tax, accounting or

other professional advice. This Prospectus is for your information only and nothing in this Prospectus

is intended to endorse or recommend a particular course of action. Any person considering acquiring

securities should consult with an appropriate professional for specific advice rendered on the basis of

their respective situation.

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Dubai International Financial Centre

This Prospectus relates to an Exempt Offer in accordance with the Markets Rules of the Dubai

Financial Services Authority. This Prospectus is intended for distribution only to persons of a typespecified in those rules. It must not be delivered to, or relied on by, any other person.

The Dubai Financial Services Authority has no responsibility for reviewing or verifying any

documents in connection with Exempt Offers. The Dubai Financial Services Authority has not

approved the Shares or this Prospectus nor taken steps to verify the information set out in theProspectus, and has no responsibility for it.

The Shares and interests therein to which this Prospectus relates may be illiquid and/or subject to

restrictions on their resale. Prospective purchasers of the Shares and interests therein should conduct

their own due diligence on the Shares. If you do not understand the contents of this Prospectus youshould consult an authorised financial adviser.

In relation to its use in the DIFC, this Prospectus is strictly private and confidential and is being

distributed to a limited number of investors and must not be provided to any person other than the

original recipient, and may not be reproduced or used for any other purpose. The interests in the

Shares may not be offered or sold directly or indirectly to the public in the DIFC.

Japan

The Ordinary Shares offered by this Prospectus have not been and will not be registered under the

Financial Instruments and Exchange Law of Japan (the ‘‘Financial Instruments and Exchange Law’’).

Accordingly, Ordinary Shares may not be offered or sold, directly or indirectly, in Japan or to, or for

the benefit of, any resident of Japan (including Japanese corporations), or to others for reoffering or

resale, directly or indirectly, in Japan or to, or for the benefit of, any resident in Japan (including

Japanese corporations) except with the prior approval of the Banks and pursuant to an exemption

from the registration requirements of, and otherwise in compliance with, the Financial Instrumentsand Exchange Law and relevant regulations of Japan.

Australia

This Prospectus does not constitute a disclosure Prospectus under Part 6D.2 of the Corporations Act

2001 of the Commonwealth of Australia (the ‘‘Corporations Act’’) and will not be lodged with the

Australian Securities and Investment Commission. The Ordinary Shares will be offered to persons

who receive offers in Australia only to the extent that such offers of shares for issue or sale do not

need disclosure to investors under Part 6D.2 of the Corporations Act. Any offer of shares received in

Australia is void to the extent that it needs disclosure to investors under the Corporations Act. In

particular, offers for the issue of sale of Ordinary Shares will only be made in Australia in relianceon various exemptions from such disclosure to investors provided by Section 708 of the Corporations

Act. Any person to whom Ordinary Shares are issued or sold pursuant to an exemption provided by

Section 708 of the Corporations Act must not within 12 months after the issue or sale of those

Ordinary Shares offered for sale in Australia unless that offer is itself made in reliance on an

exemption from disclosure provided by that section.

Canada

The Ordinary Shares may not, directly or indirectly, be offered, sold or distributed within Canada, or

to, or for the benefit or account of, any resident of Canada, except in compliance with all applicablesecurities laws, regulations or rules of the provinces and territories of Canada and with the prior

approval of the Joint Global Co-ordinators. This Prospectus, or any other material relating to the

Ordinary Shares, may not be distributed or delivered in Canada except in compliance with all

applicable securities laws, regulations or rules of the provinces and territories of Canada.

Switzerland

The Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss

Exchange (‘‘SIX’’) or on any other stock exchange or regulated trading facility in Switzerland. This

Prospectus has been prepared without regard to the disclosure standards for issuance prospectusesunder art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing

prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock

exchange or regulated trading facility in Switzerland. Neither this Prospectus nor any other offering

or marketing material relating to the Shares or the Offer may be publicly distributed or otherwise

made publicly available in Switzerland.

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Neither this Prospectus nor any other offering or marketing material relating to the Offer, the

Company or the Shares have been or will be filed with or approved by any Swiss regulatory

authority. In particular, this Prospectus will not be filed with, and the offer of Shares will not be

supervised by, the Swiss Financial Market Supervisory Authority (FINMA), and the offer of Shareshas not been and will not be authorised under the Swiss Federal Act on Collective Investment

Schemes (the ‘‘CISA’’) . The investor protection afforded to acquirers of interests in collective

investment schemes under the CISA does not extend to acquirers of Shares.

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PART XVI: TAXATION

Overview

The taxation summary below is prepared on the basis that the Company is and remains resident in

the United Kingdom for United Kingdom tax purposes. Although the main operations of the

Company will be undertaken in the United Arab Emirates, this will not override the tax residency of

the Company because the Company is incorporated in the United Kingdom and there is no double

tax treaty between the United Kingdom and the United Arab Emirates which would impact on the

Company’s United Kingdom tax residence (by virtue of its incorporation) for United Kingdom tax

purposes. The Company could be dual resident potentially subject to tax in the United Kingdom and

the United Arab Emirates. However, the United Arab Emirates does not currently levy tax on theCompany’s sector.

UK taxation

The following is a summary of certain United Kingdom tax considerations relating to an investment

in the Company’s Shares.

The comments set out below are based on current United Kingdom law and published HMRC

practice (which may not be binding on HMRC), as at the date of this Prospectus, and which may be

subject to change, possibly with retroactive effect. They are intended as a general guide and apply

only to shareholders of the Company resident and, in the case of an individual and domiciled, for tax

purposes, in and only in the United Kingdom and to whom ‘‘split year’’ treatment does not apply

(except insofar as express reference is made to the treatment of non-United Kingdom residents), who

hold Shares as an investment (other than under an individual savings account) and who are the

absolute beneficial owners thereof. The discussion does not address all possible tax consequencesrelating to an investment in the Shares. Certain categories of shareholders, including those carrying

on certain financial activities, those subject to specific tax regimes or benefitting from certain reliefs or

exemptions, those connected with the Company or Group and those for whom the Shares are

employment-related securities, those that own (or are deemed to own) 10 per cent. or more of the

Shares and/or voting power of the Company, and, unless otherwise indicated, those that hold the

Company’s shares in connection with a trade, profession or vocation carried on in the UK (whether

through a branch or agency or, in the case of a corporate shareholder, a permanent establishment or

otherwise), may be subject to special rules and this summary does not apply to such shareholders.

Shareholders or prospective shareholders who are in any doubt about their tax position, or who are

resident or otherwise subject to taxation in a jurisdiction outside the United Kingdom, should consult

their own professional advisers immediately.

Taxation of dividends

The Company will not be required to withhold amounts on account of United Kingdom tax at

source when paying a dividend.

A United Kingdom resident individual shareholder who receives a dividend from the Company will

generally be entitled to a tax credit which may be set off against the shareholder’s total income tax

liability. The tax credit will be equal to 10 per cent. of the aggregate of the dividend and the tax

credit (the ‘‘gross dividend’’). Such an individual shareholder who is liable to income tax at the basic

rate (but not the higher rate) will be subject to tax on the dividend at the rate of 10 per cent. of thegross dividend, so that the tax credit will satisfy in full such shareholder’s liability to income tax on

the dividend. In the case of such an individual shareholder who is liable to income tax at the higher

rate, the tax credit will be set against but not fully match the shareholder’s tax liability on the gross

dividend and such shareholder will have to account for additional income tax equal to 22.5 per cent.

of the gross dividend (which is also equal to 25 per cent. of the cash dividend received) to the extent

that the gross dividend when treated as the top slice of the shareholder’s income falls above the

threshold for higher rate income tax (but below the threshold for additional rate income tax). In the

case of such an individual shareholder who is subject to income tax at the additional rate, the taxcredit will also be set against but not fully match the shareholder’s liability on the gross dividend and

such shareholder will have to account for additional income tax equal to 27.5 per cent. of the gross

dividend (which is also equal to approximately 30.6 per cent. of the cash dividend received) to the

extent that the gross dividend when treated as the top slice of the shareholder’s income falls above

the threshold for additional rate income tax.

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A United Kingdom resident individual shareholder who is not liable to income tax in respect of the

gross dividend and other United Kingdom resident taxpayers who are not liable to United Kingdom

tax on dividends, including pension funds and charities, will not be entitled to claim repayment of the

tax credit attaching to dividends paid by the Company.

Shareholders who are within the charge to corporation tax will be subject to corporation tax on

dividends paid by the Company, unless (subject to special rules for such shareholders that are small

companies) the dividends fall within an exempt class and certain other conditions are met. Each

shareholder’s position will depend on its own individual circumstances, although it would normally be

expected that the dividends paid by the Company would fall within an exempt class. Such

shareholders will not be able to claim repayment of tax credits attaching to dividends.

Non-United Kingdom resident shareholders will not generally be able to claim repayment from

HMRC of any part of the tax credit attaching to dividends paid by the Company. A shareholder

resident outside the United Kingdom may also be subject to foreign taxation on dividend income

under local law. Shareholders who are not resident for tax purposes in the United Kingdom should

obtain their own tax advice concerning tax liabilities on dividends received from the Company.

Taxation of capital gains

A disposal or deemed disposal of Shares by a shareholder who is resident in the UK for tax purposes

in the tax year (or part thereof) in question may give rise to a chargeable gain or an allowable lossfor the purposes of UK taxation of capital gains. This will depend upon the shareholder’s

circumstances and is subject to any available exemption or relief (such as the annual exempt amount

for individuals and indexation for corporate shareholders).

An individual shareholder who has been resident in the UK for at least four of the seven years

immediately preceding the year of departure from the UK, acquires Shares while UK resident, and

who ceases to be resident for tax purposes in the UK for a period of five years or less and disposes

of all or part of his Shares during that period, may be liable to capital gains tax on his return to theUK, subject to any available exemptions or reliefs.

If an individual shareholder who is subject to income tax at the higher or additional rate becomes liable

to UK capital gains tax on the disposal of Shares, the applicable rate will be 28 per cent. Other

individual shareholders may be liable to any such capital gains tax at a rate of 18 per cent. or at

combination of the two rates.

UK inheritance tax

Shares will be assets situated in the United Kingdom for the purposes of United Kingdom inheritancetax. A gift of such assets by, or on the death of, an individual holder of such assets may (subject to

certain exemptions and reliefs) give rise to a liability to United Kingdom inheritance tax, even if the

holder is neither domiciled in the United Kingdom nor deemed to be domiciled there under certain

rules relating to long residence or previous domicile. Generally, United Kingdom inheritance tax is

not chargeable on gifts to individuals if the transfer is made more than seven complete years prior to

the death of the donor. For inheritance tax purposes, a transfer of assets at less than full market

value may be treated as a gift and particular rules apply to gifts where the donor reserves or retains

some benefit. Special rules also apply to close companies and to trustees of settlements who holdShares, bringing them within the charge to inheritance tax. Holders of Shares should consult an

appropriate professional adviser if they make a gift of any kind or intend to hold any Shares through

a trust arrangement. They should also seek professional advice in a situation where there is potential

for a double charge to United Kingdom inheritance tax and an equivalent tax in another country or

if they are in any doubt about their United Kingdom inheritance tax position.

Close company status

The Directors have been advised that it is likely that the Company will be a close company withinthe meaning of Part 10 of the Corporation Tax Act 2010, and that following the Offer the Company

will continue to be a close company. As a result, certain transactions entered into by the Company or

other members of the Group may have tax implications for shareholders in the Company.

Shareholders should consult their own professional advisers on the potential impact of the close

company rules.

165

Inheritance tax

One potential implication is that transfers of value by the Company, or any of the companies in

which it owns (directly or indirectly) Shares or certain other rights, may, in certain circumstances andsubject to applicable exemptions, be attributed to and so give rise to inheritance tax for individual

Shareholders to whom more than 5 per cent. of the value is apportioned, or for Shareholders whose

estate is increased by the transfer.

Capital gains tax

Certain transfers at an undervalue by the Company or certain members of the Group may result in a

reduction in the chargeable gains tax base cost of the Shares for certain Shareholders.

Stamp duty and stamp duty reserve tax (‘‘SDRT’’)

The statements in this section are intended as a general guide to the current United Kingdom stamp

duty and SDRT position. Investors should note that certain categories of person are not liable to

stamp duty or SDRT and others may be liable at a higher rate or may, although not primarily liable

for tax, be required to notify and account for SDRT under the Stamp Duty Reserve Tax Regulations

1986.

General

Except in relation to depositary receipt systems and clearance services (to which the special rules

outlined below apply), no stamp duty or SDRT will arise on the issue of Shares in registered form by

the Company.

An agreement to transfer Shares will normally give rise to a charge to SDRT at the rate of 0.5 per

cent. of the amount or value of the consideration payable for the transfer. SDRT is, in general,

payable by the purchaser.

Instruments transferring Shares will generally be subject to stamp duty at the rate of 0.5 per cent. of

the amount or value of the consideration given for the transfer (rounded up to the next £5, if

necessary). The purchaser normally pays the stamp duty. An exemption from stamp duty is available

on an instrument transferring the Shares where the amount or value of the consideration is £1,000 orless, and it is certified on the instrument that the transaction effected does not form part of a larger

transaction or series of transactions in respect of which the aggregate amount or value of the

consideration exceeds £1,000.

If a duly stamped transfer completing an agreement to transfer is produced within six years of thedate on which the agreement is made (or, if the agreement is conditional, the date on which the

agreement becomes unconditional), any SDRT paid is generally repayable, normally with interest, and

otherwise the SDRT charge is cancelled.

CREST

Paperless transfers of Shares within the CREST system are generally liable to SDRT, rather than

stamp duty, at the rate of 0.5 per cent. of the amount or value of the consideration payable. CREST

is obliged to collect SDRT on relevant transactions settled within the CREST system. Deposits of

Shares into CREST will not generally be subject to SDRT or stamp duty, unless the transfer into

CREST is itself for consideration.

Depositary receipt systems and clearance services

Following the European Court of Justice decision in C-569/07 HSBC Holdings Plc and Vidacos

Nominees Limited v The Commissioners for Her Majesty’s Revenue & Customs and the First-tier Tax

Tribunal decision in HSBC Holdings Plc and The Bank of New York Mellon Corporation v The

Commissioners for Her Majesty’s Revenue & Customs, HMRC has confirmed that 1.5 per cent. SDRT

is no longer payable when new Shares are issued to a clearance service or depositary receipt system.

Where Shares are transferred, not as an integral part of the raising of new capital, (a) to, or to a

nominee or an agent for, a person whose business is or includes the provision of clearance services or

(b) to, or to a nominee or an agent for, a person whose business is or includes issuing depositaryreceipts, stamp duty or SDRT will generally be payable at the higher rate of 1.5 per cent. of the

amount or value of the consideration given or, in certain circumstances, the value of the Shares

(however, this SDRT or stamp duty charge is currently being challenged in further litigation). Any

liability for stamp duty or SDRT in respect of a transfer into a clearance service or depositary receipt

system, or in respect of a transfer within such a service, which does arise will strictly be accountable

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by the clearance service or depositary receipt system operator or their nominee, as the case may be,

but will, in practice, be payable by the participants in the clearance service or depositary receipt

system.

There is an exception from the 1.5 per cent. charge on the transfer to, or to a nominee or agent for,

a clearance service where the clearance service has made and maintained an election under section

97A(1) of the Finance Act 1986, which has been approved by HMRC. In these circumstances, SDRT

at the rate of 0.5 per cent. of the amount or value of the consideration payable for the transfer will

arise on any transfer of Shares into such an account and on subsequent agreements to transfer such

Shares within such account.

The sale of Shares by the Selling Shareholders under the Offer may give rise to a charge to stamp

duty and/or SDRT as described above. The Selling Shareholders will meet the liability to stamp duty

and/or SDRT of initial purchasers of Shares in the Offer at the normal rate that arises on such sale

under the Offer.

Any person who is in any doubt as to his or her taxation position or who is liable to taxation in anyjurisdiction other than the UK should consult his or her professional advisers.

United States taxation

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, HOLDERS

ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S. FEDERAL TAX ISSUES INTHIS PROSPECTUS IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND

CANNOT BE RELIED UPON, BY HOLDERS FOR THE PURPOSE OF AVOIDING

PENALTIES THAT MAY BE IMPOSED ON HOLDERS UNDER THE INTERNAL REVENUE

CODE; (B) SUCH DISCUSSION IS INCLUDED HEREIN BY THE ISSUER IN CONNECTION

WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230)

BY THE ISSUER OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C)

HOLDERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES

FROM AN INDEPENDENT TAX ADVISER.

* * * * *

The following is a summary of certain U.S. federal income tax consequences of the acquisition,

ownership and disposition of Shares by a U.S. Holder (as defined below) (and solely to the extentdiscussed below in ‘‘-U.S. Foreign Account Tax Compliance Act Withholding’’ by shareholders that

are not U.S. Holders). This summary deals only with initial purchasers of Shares that are U.S.

Holders and that will hold the Shares as capital assets within the meaning of Section 1221 of the

Internal Revenue Code of 1986 (the ‘‘Code’’). The discussion does not cover all aspects of U.S.

federal income taxation that may be relevant to, or the actual tax effect that any of the matters

described herein will have on, the acquisition, ownership or disposition of Shares by particular

investors, and does not address state, local, non-U.S. or other tax laws. This summary also does not

address tax considerations applicable to investors that own (directly, indirectly or by attribution) 10per cent. or more of the voting stock of the Company, nor does this summary discuss all of the tax

considerations that may be relevant to certain types of investors subject to special treatment under

the U.S. federal income tax laws (such as financial institutions, insurance companies, investors liable

for the alternative minimum tax, individual retirement accounts and other tax-deferred accounts, tax-

exempt organisations, dealers in securities or currencies, investors that will hold the Shares as part of

straddles, hedging transactions or conversion transactions for U.S. federal income tax purposes or

investors whose functional currency is not the U.S. dollar).

As used herein, the term ‘‘U.S. Holder’’ means a beneficial owner of Shares that is, for U.S. federal

income tax purposes, (i) an individual citizen or resident of the United States, (ii) a corporation

created or organised under the laws of the United States or any State thereof, (iii) an estate the

income of which is subject to U.S. federal income tax without regard to its source or (iv) a trust if a

court within the United States is able to exercise primary supervision over the administration of the

trust and one or more U.S. persons have the authority to control all substantial decisions of the

trust, or the trust has validly elected to be treated as a domestic trust for U.S. federal income taxpurposes.

The U.S. federal income tax treatment of a partner in an entity treated as a partnership for U.S.

federal income tax purposes that holds Shares will depend on the status of the partner and the

167

activities of the partnership. Prospective purchasers that are entities treated as partnerships for U.S.

federal income tax purposes should consult their tax advisers concerning the U.S. federal income tax

consequences to their partners of the acquisition, ownership and disposition of Shares by the

partnership.

The summary assumes that the Company is not a passive foreign investment company (a ‘‘PFIC’’) for

U.S. federal income tax purposes. The Company’s possible status as a PFIC must be determined

annually and therefore may be subject to change. If the Company was to be a PFIC in any year,

materially adverse consequences could result for U.S. Holders.

This summary is based on the tax laws of the United States, including the Internal Revenue Code of

1986, as amended, its legislative history, existing and proposed regulations thereunder, published

rulings and court decisions, all as of the date hereof and all subject to change at any time, possiblywith retroactive effect.

THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS

FOR GENERAL INFORMATION ONLY. ALL PROSPECTIVE PURCHASERS SHOULD

CONSULT THEIR TAX ADVISERS AS TO THE PARTICULAR TAX CONSEQUENCES TO

THEM OF OWNING THE SHARES, INCLUDING THEIR ELIGIBILITY FOR THE BENEFITS

OF THE TREATY, THE APPLICABILITY AND EFFECT OF STATE, LOCAL, NON-U.S. AND

OTHER TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.

Dividends

General

Distributions paid by the Company out of current or accumulated earnings and profits (as determined

for U.S. federal income tax purposes) will generally be taxable to a U.S. Holder as foreign sourcedividend income, and will not be eligible for the dividends received deduction allowed to corporations

with respect to dividends paid by U.S. corporations. Distributions in excess of current and

accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of

the U.S. Holder’s basis in the Shares and thereafter as capital gain. However, the Company does not

maintain calculations of its earnings and profits in accordance with U.S. federal income tax

accounting principles. U.S. Holders should therefore assume that any distribution by the Company

with respect to Shares will constitute ordinary dividend income. U.S. Holders should consult their

own tax advisers with respect to the appropriate U.S. federal income tax treatment of anydistribution received from the Company.

Dividends paid by the Company will generally be taxable to certain non-corporate U.S. Holders at

the special reduced rate normally applicable to long-term capital gains, provided the Company

qualifies for the benefits of the income tax treaty between the United States and the United Kingdom.

A U.S. Holder will be eligible for this reduced rate only if it has held the Shares for more than 60

days during the 121-day period beginning 60 days before the ex-dividend date. A U.S. Holder will

not be able to claim the reduced rate on dividends received from the Company if the Company istreated as a PFIC in the taxable year in which the dividends are received or in the preceding taxable

year. See ‘‘– Passive foreign investment company considerations’’.

Prospective purchasers should consult their tax advisers concerning the applicability of the foreign tax

credit and source of income rules to dividends on the Shares.

Foreign currency dividends

Dividends paid in foreign currency will be included in income in a U.S. dollar amount calculated by

reference to the exchange rate in effect on the day the dividends are received by the U.S. Holder,regardless of whether the foreign currency is converted into U.S. dollars at that time. If dividends

received in foreign currency are converted into U.S. dollars on the day they are received, the U.S.

Holder generally will not be required to recognise foreign currency gain or loss in respect of the

dividend income.

Sale or other disposition

Upon a sale or other disposition of Shares, a U.S. Holder generally will recognise capital gain or loss

for U.S. federal income tax purposes equal to the difference, if any, between the amount realised on

the sale or other disposition and the U.S. Holder’s adjusted tax basis in the Shares. This capital gain

or loss will be long-term capital gain or loss if the U.S. Holder’s holding period in the Shares exceeds

one year. Any gain or loss will generally be U.S. source.

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A U.S. Holder’s tax basis in a Share will generally be its U.S. dollar cost. The U.S. dollar cost of a

Share purchased with foreign currency will generally be the U.S. dollar value of the purchase price on

the date of purchase, or the settlement date for the purchase, in the case of Shares traded on an

established securities market, within the meaning of the applicable Treasury Regulations, that arepurchased by a cash basis U.S. Holder or an accrual basis U.S. Holder that so elects. Such an

election by an accrual basis U.S. Holder must be applied consistently from year to year and cannot

be revoked without the consent of the IRS. The amount realised on a sale or other disposition of

Shares for an amount in foreign currency will be the U.S. dollar value of this amount on the date of

sale or disposition. On the settlement date, the U.S. Holder will recognise U.S. source foreign

currency gain or loss (taxable as ordinary income or loss) equal to the difference (if any) between the

U.S. dollar value of the amount received based on the exchange rates in effect on the date of sale or

other disposition and the settlement date. However, in the case of Shares traded on an establishedsecurities market that are sold by a cash basis U.S. Holder (or an accrual basis U.S. Holder that so

elects), the amount realised will be based on the exchange rate in effect on the settlement date for the

sale, and no exchange gain or loss will be recognised at that time.

Disposition of foreign currency

Foreign currency received on the sale or other disposition of a Share will have a tax basis equal to

its U.S. dollar value on the settlement date. Foreign currency that is purchased will generally have a

tax basis equal to the U.S. dollar value of the foreign currency on the date of purchase. Any gain or

loss recognised on a sale or other disposition of a foreign currency (including its use to purchase

Shares or upon exchange for U.S. dollars) will be U.S. source ordinary income or loss.

Passive foreign investment company considerations

A foreign corporation will be a PFIC in any taxable year in which, after taking into account theincome and assets of the corporation and certain subsidiaries pursuant to applicable ‘‘look-through

rules’’, either (a) at least 75 per cent. of its gross income is ‘‘passive income’’ or (b) at least 50 per

cent. of the average value of its assets is attributable to assets which produce passive income or are

held for the production of passive income. The Company does not believe that it should be treated as

a PFIC for U.S. federal income tax purposes, but this conclusion rests in part on factual issues,

including the Company’s current business plan and projections. The Company’s possible status as a

PFIC must be determined annually and therefore may be subject to change. This determination will

depend in part on whether the Company continues to earn substantial amounts of operating income,as well as on the market valuation of the Company’s assets and the Company’s spending schedule for

its cash balances and the proceeds of the Offer, and there can be no assurance that the Company will

not be treated as a PFIC for the current or subsequent taxable years. If the Company was to be

treated as a PFIC, U.S. Holders of Shares would be required (i) to pay a special U.S. addition to tax

on certain distributions and gains on sale and (ii) to pay tax on any gain from the sale of Shares at

ordinary income (rather than capital gains) rates in addition to paying the special addition to tax on

this gain. Additionally, dividends paid by the Company would not be eligible for the special reduced

rate of tax described above under ‘‘– General’’. Prospective purchasers should consult their taxadvisers regarding the potential application of the PFIC regime.

A U.S. Holder who owns, or who is treated as owning, PFIC stock during any taxable year in which

the Company is classified as a PFIC may be required to file IRS Form 8621 (or any successor form).

The failure to file such form when required could result in substantial penalties.

Backup withholding and information reporting

Payments of the proceeds of sale or other disposition, as well as dividends and other proceeds with

respect to Shares, by a U.S. paying agent or other U.S. intermediary will be reported to the IRS and

to the U.S. Holder as may be required under applicable regulations. Backup withholding may applyto these payments if the U.S. Holder fails to provide an accurate taxpayer identification number or

certification of exempt status or fails to report all interest and dividends required to be shown on its

U.S. federal income tax returns. Certain U.S. Holders are not subject to backup withholding. U.S.

Holders should consult their tax advisers as to their qualification for exemption from backup

withholding and the procedure for obtaining an exemption.

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Transfer reporting requirements

A U.S. Holder who purchases Shares may be required to file Form 926 (or similar form) with the

IRS in certain circumstances. A U.S. Holder who fails to file any such required form could berequired to pay a penalty equal to 10 per cent. of the gross amount paid for the Shares (subject to a

maximum penalty of U.S.$100,000, except in cases of intentional disregard). U.S. Holders should

consult their tax advisers with respect to this or any other reporting requirement that may apply to

an acquisition of the Shares.

Foreign financial asset reporting

U.S. taxpayers that own certain foreign financial assets, including equity of foreign entities with an

aggregate value in excess of U.S.$50,000 at the end of the taxable year or U.S.$75,000 at any time

during the taxable year (or, for certain individuals living outside the United States and married

individuals filing joint returns, certain higher thresholds), may be required to file an information

report with respect to such assets with their tax returns. The thresholds are higher for individuals

living outside of the United States and married couples filing jointly. The Shares are expected to

constitute foreign financial assets subject to these requirements unless the Shares are held in an

account at a financial institution (in which case the account may be reportable if maintained by aforeign financial institution). U.S. Holders should consult their tax advisers regarding the application

of the rules relating to foreign financial asset reporting.

U.S. Foreign Account Tax Compliance Act Withholding

Provisions under the Code and Treasury regulations thereunder commonly referred to as ‘‘FATCA’’impose 30 per cent. withholding on certain ‘‘withholdable payments’’ and ‘‘foreign passthru

payments’’ made by a non-U.S. financial institution that has entered into an agreement with the IRS

(an ‘‘IRS Agreement’’) to perform certain diligence and reporting obligations with respect to the

financial institution’s U.S.-owned accounts (each such non-U.S. financial institution, a ‘‘Participating

Foreign Financial Institution’’). Under applicable regulations, the Company may be a non-U.S.

financial institution for purposes of FATCA. If the Company becomes a Participating Foreign

Financial Institution, withholding may be imposed on payments on the Shares to any non-U.S.

financial institution (including an intermediary through which a holder may hold Shares) that is not aParticipating Foreign Financial Institution and is not otherwise exempt from FATCA, to the extent

such payments are considered foreign passthru payments. Under current guidance, the term ‘‘foreign

passthru payment’’ is not defined and it is therefore not clear whether or to what extent payments on

the Shares would be considered ‘‘foreign passthru payments’’. Withholding on ‘‘foreign passthru

payments’’ would not be required with respect to payments made before January 1, 2017. The United

States has entered into inter-governmental agreements with the UK and certain other jurisdictions

that will modify the FATCA withholding regime described above. It is not yet clear how the inter-

governmental agreements between the United States and these jurisdictions will address ‘‘foreignpassthru payments’’ and whether such agreements may relieve UK financial institutions (and financial

institutions from certain other jurisdictions) of any obligation to withhold on ‘‘foreign passthru

payments’’. Payments on the Shares should not otherwise be withholdable payments so long as the

Shares are regularly traded on an established securities market. The UK has issued guidance treating

any equity interest as regularly traded on an established securities market if it is listed on a

recognized stock exchange, including the London Stock Exchange.

FATCA is particularly complex and its application is uncertain at this time. The above description is

based in part on regulations, official guidance and IGAs, all of which are subject to change or may be

implemented in a materially different form. Prospective investors should consult their tax advisers on how

these rules may apply to the Company and to payments they may receive in connection with the Shares.

Medicare Tax

A U.S. Holder that is an individual or estate, or a trust that does not fall into a special class of

trusts that is exempt from such tax, is subject to a 3.8 per cent. tax on the lesser of (1) the U.S.

Holder’s ‘‘net investment income’’ for the relevant taxable year and (2) the excess of the U.S.Holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the

case of individuals will be between $125,000 and $250,000, depending on the individual’s

circumstances). A U.S. Holder’s net investment income generally includes (A)(i) its interest, dividend,

annuity, royalty, and rent income and its net gains from the disposition of property, unless such

interest income or net gains are derived in the ordinary course of the conduct of a trade or business

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(other than a trade or business that consists of certain passive or trading activities), and (ii) other

gross income derived from a trade or business that consists of certain passive or trading activities

over (B) deductions that are properly allocable to such gross income or net gain. This tax will be in

addition to any U.S. federal income tax imposed on U.S. Holders with respect to amounts receivedthat constitute investment income for this purpose. U.S. Holders should consult their tax advisers

regarding the application of this tax.

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PART XVII: ADDITIONAL INFORMATION

Responsibility

The Company and the Directors, whose names and principal functions appear in Part VIII:

‘‘Directors, Senior Management and Corporate Governance’’, accept responsibility for the information

contained in this Prospectus. To the best of the knowledge and belief of the Directors and the

Company (each of whom has taken all reasonable care to ensure that such is the case), the

information contained in this Prospectus is in accordance with the facts and does not omit anything

likely to affect the import of such information.

Douglas-Westwood Ltd., whose registered address is at 20 East Street, Faversham, ME13 8AS,

United Kingdom, accepts responsibility for the market data, statistics and information set out in Part

V: ‘‘Our Business’’ and Part VI: ‘‘Industry Overview’’ relating to the Company’s business which have

been extracted without material adjustment from the Douglas-Westwood Ltd. Report. To the best of

the knowledge of Douglas-Westwood Ltd. (having taken all reasonable care to ensure that such is the

case), the information contained in such report is in accordance with the facts and contains no

omissions likely to affect its import.

Incorporation

(a) The Company was incorporated and registered in England and Wales on 24 January 2014 as aprivate company limited by shares under the Companies Act with the name ‘‘Gulf Marine

Services Limited’’ and with the registered number 8860816, the Company re-registered as a

public company limited by shares under the Companies Act with the name ‘‘Gulf Marine

Services PLC’’ on 7 February 2014.

(b) The Company’s registered office is at C/o Hackwood Secretaries Limited, One Silk Street,

London EC2Y 8HQ.

(c) The principal laws and legislation under which the Company operates and the ordinary shareshave been created are the Companies Act and regulations made thereunder.

(d) The business of the Company, and its principal activity, is to act as the ultimate holding

company of the Group.

(e) By a resolution of the Directors dated 5 February 2014, Deloitte LLP, whose address is 2 New

Street Square, London EC4A 3BZ, United Kingdom, was appointed as the auditors of the

Company. Deloitte LLP is registered to carry out audit work by the Institute of Chartered

Accountants in England and Wales.

Share Capital

The share capital history of the Company is as follows:

(a) On incorporation, the issued share capital of the Company was £100 consisting of 100 Ordinary

Shares of £1 each, all of which were issued to Gulf Capital.

(b) By a written resolution passed by the members of the Company on 30 January 2014, it was

resolved that the Directors be and are generally and unconditionally authorised to allot

Ordinary Shares in the Company up to an aggregate nominal amount of £300,000,000 in

connection with the Pre-IPO Reorganisation, provided that the authority shall, unless renewed,

varied or revoked by the Company, expire five years from the date of the resolution, save thatthe Company may before expiry of this authority make an offer or agreement which would or

might require Ordinary Shares to be allotted after such expiry and the directors may allot

Ordinary Shares in pursuance of such offer or agreement notwithstanding that the authority

conferred by the resolution has expired.

(c) On 30 January 2014, pursuant to the written resolution in paragraph (b) above, the Board

resolved to allot 299,999,900 further Ordinary Shares to the Principal Shareholders in connection

with the Pre-IPO Reorganisation, further details of which are set out in ‘‘– Pre-IPO

Reorganisation’’.

(d) On 3 February 2014, Gulf Capital transferred its Ordinary Shares in the Company to the

Principal Shareholders in the same proportions as their holdings in GMS Jersey Holdco 1

Limited as at that date (i.e. GICI as to 79 per cent., Ocean as to 1 per cent., Horizon Energy

LLC as to 10 per cent. and Al Ain Capital LLC as to 10 per cent.).

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(e) On 5 February 2014, pursuant to the Pre-IPO Reorganisation, the Company acquired the entire

issued share capital of GMS Jersey Holdco 1 Limited in exchange for the issue and allotment to

the Principal Shareholders of an aggregate of 299,999,900 new Ordinary Shares in the Company.

(f) By a written resolution passed by the members of the Company on 5 February 2014, it was

resolved that:

(i) the share capital of the Company be reduced by from £300,000,000 divided into300,000,000 Ordinary Shares of £1 each to £30,000,000 divided into 300,000,000 Ordinary

Shares of 10 pence each by cancelling and extinguishing £0.90 of the amount paid up or

credited as paid up on each of the issued Ordinary Shares of £1 in the capital of the

Company and reducing the nominal value of each issued and authorised but unissued

Ordinary Share in the capital of the Company to 10 pence; and

(ii) the amount by which the Company’s share capital is reduced be credited to the

distributable reserves of the Company and shall be treated for the purposes of Part 23 of

Companies Act 2006 as realised profit.

(g) By a written resolution passed by the members of the Company on 5 February 2014, it was

resolved that (i) the Company be re-registered as a public limited company under theCompanies Act 2006 by the name of ‘‘Gulf Marine Services PLC’’ and (ii) the Articles of

Association be adopted in substitution for and to the exclusion of the existing articles of

association of the Company. The re-registration took place on 7 February 2014.

(h) By resolutions passed at a general meeting of the members of the Company on 13 March 2014,

it was resolved that:

(i) the Directors be generally and unconditionally authorised pursuant to and in accordance

with section 551 of the Companies Act to exercise all or any powers of the Company to

allot Ordinary Shares or grant rights to subscribe for or to convert any security into an

Ordinary Share (A) in connection with the Offer, up to an aggregate nominal amount of

£4,891,139, (B) in connection with the issue of Ordinary Shares to certain Directors (as

further described in paragraph (i)(ii) below), up to an aggregate nominal amount of£61,642, (C) following Admission, up to an aggregate nominal amount equal to one-third

of the New Issued Share Capital and (D) following Admission and in connection with a

rights issue, up to an aggregate, nominal amount equal to a further one-third of the New

Issued Share Capital, such authorities to expire (unless previously revoked, varied or

renewed) on the earlier of the date of the annual general meeting of the Company in 2015

and 30 June 2015 (save that the Company may, before the expiry of such period, make an

offer or agreement which would or might require Ordinary Shares to be allotted or rights

to be granted after expiry of this authority, and the Directors may allot the OrdinaryShares or grant rights to subscribe for or convert any security into an Ordinary Share in

pursuance of such offer or agreement as if the authorisations conferred hereby had not

expired). For the purposes of this paragraph (h)(i) and paragraphs (h)(ii) and (h)(iii) below,

the ‘‘New Issued Share Capital’’ is the nominal amount of the issued share capital of the

Company immediately following Admission;

(ii) the Directors be empowered to allot equity securities (within the meaning of section 560(1)

of the Companies Act) for cash, in substitution for all prior powers conferred upon the

Board, but without prejudice to any allotments made pursuant to the terms of such

powers, as if section 561(1) of the Companies Act did not apply to any such allotment:

(A) pursuant to the authority granted as described in paragraph (h)(i)(A) above;

(B) pursuant to the authority granted as described in paragraph (h)(i)(B) above in

connection with a pre-emptive offer;

(C) pursuant to the authority granted as described in paragraph (h)(i)(D) above; and

(D) up to an aggregate nominal amount equal to 5 per cent. of the New Issued Share

Capital,

as if section 561(1) of the Companies Act did not apply to any such allotment, provided

always that such powers expire (unless previously revoked, varied or renewed) on the

earlier of the date of the annual general meeting of the Company in 2015 and 30 June

2015 (save that the Company may, before the expiry of such period, make an offer or

agreement which would or might require Ordinary Shares to be allotted or rights to be

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granted after expiry of this authority and the Directors may allot the Ordinary Shares or

grant rights to subscribe for or convert any security into an Ordinary Share in pursuance

of such offer or agreement as if the authorisations conferred hereby had not expired). For

the purposes of this paragraph (h)(ii), a ‘‘pre-emptive offer’’ means an offer of equitysecurities open for acceptances for a period fixed by the Directors to holders (other than

the Company) on the register on a record date fixed by the Directors of Ordinary Shares

in proportion to their respective holdings, but subject to such exclusions or other

arrangements as the Directors may deem necessary or expedient in relation to treasury

shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or

under the laws of, any territory;

(iii) conditional upon Admission, the Directors be authorised to make market purchases of

Ordinary Shares pursuant to section 701 of the Companies Act, subject to the following

conditions:

(A) the maximum number of Ordinary Shares authorised to be purchased may not be

more than the number equal to 10 per cent. of the New Issued Share Capital;

(B) the minimum price which may be paid for an Ordinary Share is £0.10, being the

nominal value of an Ordinary Share;

(C) the maximum price which may be paid for an Ordinary Share shall be the higher of:

(1) an amount equal to 105 per cent. of the average of the middle market quotations

of an Ordinary Share as derived from the London Stock Exchange Daily Official List

for the five business days immediately preceding the day on which an Ordinary Shareis contracted to be purchased; and (2) an amount equal to the higher of the price of

the last independent trade of an Ordinary Share and the highest current independent

bid for an Ordinary Share as derived from the London Stock Exchange Trading

System (SETS) as stipulated by Article 5(1) of Commission Regulation (EC)

22 December 2003 implementing the Market Abuse Directive as regards exemptions

for buy-back programmes and stabilisation of financial instruments (No 2273/2003);

(D) the authority shall expire on the earlier of the date of the annual general meeting ofthe Company in 2015 and 30 June 2015; and

(E) a contract to purchase Ordinary Shares under this authority may be made prior to

the expiry of this authority, and concluded in whole or in part after expiry of this

authority; and

(iv) pursuant to the Companies (Shareholders’ Rights) Regulations 2009 SI 2009/1632, a

general meeting other than an annual general meeting may be called on not less than 14

clear days’ notice.

(i) Pursuant to such resolutions in paragraphs (h)(i) and (h)(ii) above:

(i) on 13 March 2014, the Board resolved, conditional on Admission, to allot 48,911,389further Ordinary Shares; and

(ii) pursuant to the Directed Offering, by a resolution of the Board passed on 13 March 2014,

and effective immediately following and conditional upon Admission, a total of 616,415

Ordinary Shares will be issued and allotted by the Company to certain Directors as

follows: Michael Straughen (37,037 Ordinary Shares for £50,000); Simon Heale (74,074

Ordinary Shares for £100,000); Simon Batey (37,037 Ordinary Shares for £50,000); W.

Richard Anderson (153,453 Ordinary Shares for U.S.$350,000 (sterling equivalent)); DrKarim El Solh (296,296 Ordinary Shares for £400,000) and H. Richard Dallas (18,518

Ordinary Shares for £25,000). Each of these New Shares are being issued and allotted to

each of Michael Straughen, Simon Heale, Simon Batey, W. Richard Anderson, Dr Karim

El Solh and H. Richard Dallas, respectively, at the Offer Price.

Save as disclosed above and set out in ‘‘– Underwriting Agreement’’, paragraphs (f) to (i):

(i) no share or loan capital of the Company has, within three years of the date of this document,

been issued or agreed to be issued, or is now proposed to be issued (other than pursuant to the

Offer), fully or partly paid, either for cash or for a consideration other than cash, to any

person;

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(ii) there has been no change in the amount of the issued share or loan capital of the Company and

no material change in the amount of the issued share or loan capital of any other member of

the Group (other than intra-Group issues by wholly owned subsidiaries) within three years of

the date of this document;

(iii) no commissions, discounts, brokerages or other special terms have been granted by the

Company in connection with the issue or sale of any share or loan capital of any such

company; and

(iv) no share or loan capital of the Company is under option or agreed conditionally or

unconditionally to be put under option.

The Company will be subject to the continuing obligations of the UK Listing Authority with regard

to the issue of Ordinary Shares for cash. The provisions of section 561(1) of the Companies Act

(which confer on Shareholders rights of pre-emption in respect of the allotment of equity securities

which are, or are to be, paid up in cash other than by way of allotment to employees under an

employees’ share scheme as defined in section 1166 of the Companies Act) apply to the authorised

but unissued share capital of the Company (in respect of which the Directors have authority to make

allotments pursuant to section 551 of the Companies Act as referred to in paragraph (h)(ii) above),

except to the extent such provisions have been disapplied as referred to in paragraph (h)(iii) above.

The Board considers these authorities and powers set out above to be appropriate in order to allow

the Group flexibility to finance business opportunities or to conduct a pre-emptive offer or rights

issue without the need to comply with the strict requirements of the statutory pre-emption provisions.

The Board intends to adhere to the provisions in the pre-emption Group’s Statement of Principles not

to allot Ordinary Shares for cash on a non-pre-emptive basis (other than pursuant to a rights issue or

pre-emptive offer) in excess of an amount equal to 5 per cent. of the total issued ordinary share

capital of the Company for the duration of this authority, and 7.5 per cent. of the total issued

ordinary share capital of the Company within a rolling three-year period without prior consultationwith shareholders.

The Directors consider it desirable to have the maximum flexibility permitted by corporate

governance guidelines to respond to market developments and to enable allotments to take place to

finance business opportunities as they arise. The Directors, however, fully intend to comply with the

guidelines on ‘‘Directors’ Powers to Allot Share Capital and Disapply Shareholders’ Pre-Emption

Rights’’ as published by the Association of British Insurers. As at 13 March 2014, being the latest

practicable date prior to the publication of this document, the Company did not hold any OrdinaryShares in treasury. There are no present plans to undertake a rights issue or to allot new Ordinary

Shares other than in connection with employee share and incentive plans.

The issued and fully paid share capital of the Company as at 13 March 2014, being the last

practicable date prior to publication of this document, is as follows:

Class of shares

Outstanding as at the date

hereof

Outstanding immediately

following Admission

Number Amount Number Amount

Ordinary Shares ................................... 300,000,000 £30,000,000 349,527,804 £34,952,780.40

The Company has no convertible securities, exchangeable securities or securities with warrants in

issue.

Pre-IPO Reorganisation

The Company has agreed, as part of the Pre-IPO Reorganisation, to acquire the entire issued share

capital of GMS Jersey Holdco 1 Limited, a company incorporated in Jersey which, following areorganisation of the Group, became the holding company for the operating subsidiaries of the

Group. Pursuant to a shareholders framework agreement dated 5 February 2014, the Company

acquired, and the Principal Shareholders sold to the Company, with effect from 5 February 2014, the

entire issued share capital of GMS Jersey Holdco 1 Limited in exchange for the issue and allotment

to the Principal Shareholders of 299,999,900 new Ordinary Shares in the Company.

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Articles of Association

The Articles which were adopted on 7 February 2014 with effect upon the re-registration of the

Company as a public limited company under the Companies Act 2006 by the name of ‘‘Gulf MarineServices PLC’’ contain (among others) provisions to the following effect:

Definitions

In this summary, unless the context otherwise requires:

‘‘associate’’ means:

(a) any other company which is its subsidiary undertaking or parent undertaking or fellowsubsidiary undertaking of the parent undertaking;

(b) any company whose directors are accustomed to act in accordance with the controlling

shareholder’s directions or instructions;

(c) any company in the capital of which the controlling shareholder and any company underparagraph (a) or (b) of this definition, taken together, is (or would on the fulfilment of a

condition or the occurrence of a contingency be) able (i) to exercise or control the exercise of 30

per cent. or more of the votes able to be cast at general meetings on all, or substantially all,

matters or (ii) to appoint or remove directors holding a majority of voting rights at general

meetings on all, or substantially all, matters; or

(d) any individual, any individual and their associates, or any associates of such individual who is/are or may be able (i) to exercise or control 30 per cent. or more of the votes able to be cast at

general meetings on all, or substantially all, matters of the controlling shareholder or a company

under paragraph (a), (b), or (c) of this definition or (ii) to appoint or remove directors holding

a majority of voting rights at board meetings on all, or substantially all, matters of the

controlling shareholder or a company under paragraph (a), (b) or (c) of this definition;

‘‘controlling shareholder’’ means any person who exercises or controls (a) on their own, (b) togetherwith any of their associates or (c) together with any person with whom they are acting in concert 30

per cent. or more of the votes to be cast on all, or substantially all, matters at general meetings of

the Company;

‘‘independent director’’ means a Director whom the Company has determined to be independent

under the UK Corporate Governance Code, as amended from time to time;

‘‘independent shareholder’’ means a person entitled to vote on the election of the Directors of the

Company who is not a controlling shareholder of the Company;

‘‘parent undertaking’’ has the meaning given in the Companies Act; and

‘‘subsidiary undertaking’’ has the meaning given in the Companies Act.

Unrestricted objects

The objects of the Company are unrestricted.

Limited liability

The liability of the Shareholders is limited to any unpaid amount on the shares in the Company

respectively held by them.

Change of name

The Articles allow the Company to change its name by resolution of the Board. This is in addition to

the Company’s statutory ability to change its name by special resolution under the Companies Act.

Share rights

Subject to any rights attached to existing shares, shares may be issued with such rights and

restrictions as the Company may by ordinary resolution decide, or (if there is no such resolution orso far as it does not make specific provision) as the Board may decide. Such rights and restrictions

shall apply as if they were set out in the Articles. Redeemable shares may be issued, subject to any

rights attached to existing shares. The Board may determine the terms, conditions and the manner of

redemption of any redeemable share so issued. Such terms and conditions shall apply to the relevant

shares as if they were set out in the Articles. Subject to the Articles, any resolution passed by the

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Shareholders and other Shareholders’ rights, the Board may decide how to deal with any shares in

the Company.

Voting rights

Shareholders will be entitled to vote at a general meeting or class meeting, whether on a show ofhands or a poll, as provided in any applicable statute in force from time to time concerning

companies insofar as it applies to the Company. The Companies Act provides that:

(a) on a show of hands, every Shareholder present in person has one vote and every proxy presentwho has been duly appointed by one or more Shareholders entitled to vote will have one vote,

except that a proxy has one vote for and one vote against if the proxy has been duly appointed

by more than one Shareholder entitled to vote and the proxy has been instructed by one or

more Shareholders entitled to vote for and by one or more other Shareholders entitled to vote

against. For this purpose, the Articles provide that, where a proxy is given discretion as to how

to vote on a show of hands, this will be treated as an instruction by the relevant Shareholder to

vote in the way that the proxy decides to exercise that discretion; and

(b) on a poll, every Shareholder has one vote per share held by him and he may vote in person or

by one or more proxies. Where he appoints more than one proxy, the proxies appointed by him

taken together shall not have more extensive voting rights than the Shareholder could exercise inperson.

This is subject to any special terms as to voting which are given to any shares or on which shares are

held. In the case of joint holders of a share, only the vote of the senior holder who tenders a vote(whether in person or by proxy) may be counted. For this purpose, seniority shall be determined by

the order in which the names of the joint holders stand in the register of Shareholders.

Dividends and other distributions

The Company may by ordinary resolution from time to time declare dividends not exceeding the

amount recommended by the Board. Subject to the Companies Act, the Board may pay interim

dividends. The Board may also pay a fixed rate dividend if it appears to it that the available profits

for distribution of the Company justify the payment. No dividend may be declared or paid unless it

is in accordance with Shareholders’ respective rights. If the Board acts in good faith, it does not incurany liability to the holders of shares conferring preferred or pari passu rights for any loss they may

suffer by a lawful payment of interim or fixed dividends on other shares.

The Board may withhold payment of all or any part of any dividends or other moneys payable inrespect of the Company’s shares from a person with a 0.25 per cent. or greater holding (in number or

nominal value) of the shares of the Company, or any class of such shares, (in each case, calculated

exclusive of any shares held as treasury shares) (a ‘‘0.25 per cent. interest’’) if such a person has been

served with a restriction notice (as defined in the Articles) after failure to provide the Company with

information concerning interests in those shares required to be provided under the Companies Act.

Except insofar as the rights attaching to, or the terms of issue of, any share otherwise provide, all

dividends shall be apportioned and paid pro rata according to each Shareholder’s holding of shares in

the class in respect of which the dividend is paid on the date of the resolution or decision to pay it.

Dividends may be declared or paid in any currency but, unless provided by the terms of its issuance,

the Company may not pay interest on any dividend or other sum payable in respect of a share.

The Board may, if authorised by an ordinary resolution of the Company or by a decision of the

Board, offer a scrip dividend or decide to pay all or part of a dividend or other distribution payable

in respect of a share by distributing or transferring non-cash assets.

Any dividend unclaimed after a period of 12 years from the date when it was declared or became due

for payment shall be forfeited and revert to the Company.

The Company may stop sending cheques, warrants or similar financial instruments in payment of

dividends by post in respect of any shares or may cease to employ any other means of payment,

including payment by means of a relevant system, for dividends if either (a) at least two consecutivepayments have remained uncashed or are returned undelivered or that means of payment has failed

or (b) one payment remains uncashed or is returned undelivered or that means of payment has failed

and reasonable enquiries have failed to establish any new postal address or account of the holder.

The Company may resume sending dividend cheques, warrants or similar financial instruments or

employing that means of payment if the holder requests such resumption in writing.

177

Shareholders may waive their entitlement to a dividend or other distribution payable in respect of a

share by giving the Company notice in writing to that effect.

Purchase of own shares

The Company may purchase its own shares in any way provided for by the Companies Act.

Matters not constituting variation of rights

The rights conferred upon the holders of any shares shall not, unless expressly provided in the rights

attaching to those shares, be deemed to be varied by the creation or issue of further shares ranking

pari passu with them or by the purchase or redemption by the Company of any of its own shares.

Company not bound by less than absolute interests

Except as required by law, no person is to be required to be recognised by the Company as holding

any share upon trust and, except as provided by law or the Articles, the Company is not in any way

required to recognise any interests in a share other than the Shareholder’s absolute ownership of it

and all the rights attaching to it.

Share certificates and the transfer of shares

The shares are in registered form. Any shares in the Company may be held in uncertificated form

and, subject to the Articles, title to uncertificated shares may be transferred by means of a relevantsystem. Provisions of the Articles do not apply to any uncertificated shares to the extent that such

provisions are inconsistent with the holding of shares in uncertificated form, with the transfer of

shares by means of a relevant system, with any provision of the legislation and rules relating to

uncertificated shares or with the Company doing anything by means of a relevant system.

Subject to the Articles, any member may transfer all or any of his certificated shares by an

instrument of transfer in any usual form or in any other form which the Board may approve. The

instrument of transfer must be signed by or on behalf of the transferor and no fee may be chargedfor registering any instrument of transfer or other document relating to or affecting the title to any

share.

The transferor of a share is deemed to remain the holder until the transferee’s name is entered in the

register. The Board may decline to register a transfer of a certificated share unless the instrument of

transfer:

(a) is duly stamped or certified or otherwise shown to the satisfaction of the Board to be exempt

from stamp duty and is accompanied by the relevant share certificate and such other evidence of

the right to transfer as the Board may reasonably require;

(b) is in respect of only one class of share; and

(c) if to joint transferees, is in favour of not more than four such transferees.

The Board may decline to register a transfer of any of the Company’s certificated shares by a person

with a 0.25 per cent. interest if such person has been served with a restriction notice (as defined in

the Articles) after failure to provide the Company with information concerning interests in those

shares required to be provided under the Companies Act, unless the transfer is shown to the Board

to be pursuant to an arm’s length sale (as defined in the Articles).

Alteration of share capital

Whenever as a result of a consolidation, consolidation and sub-division or sub-division of shares any

holders would become entitled to fractions of a share, the Board may deal with the fractions inwhatever way it thinks fit. For instance, it may aggregate and sell the fractions or deal with them in

some other way. For the purposes of implementing any such sale, the Board can arrange for the

shares representing the fractions to be entered into the register as certificated shares and the Board

may sell shares representing fractions to any person, including the Company.

Failure to supply an address

A Shareholder who has no registered address within the United Kingdom and has not supplied to the

Company an address within the United Kingdom for the service of notices will not be entitled to

receive notices from the Company.

178

Disclosure of shareholding ownership

The Disclosure and Transparency Rules require a member to notify the Company if the voting rights

held by such member (including by way of certain financial instruments) reach, exceed or fall below 3per cent., and each 1 per cent. threshold thereafter up to 100 per cent. Under the Disclosure and

Transparency Rules, certain voting rights in the Company may be disregarded.

General meetings

The Articles rely on the Companies Act provisions dealing with the calling of general meetings.

Under the Companies Act, an annual general meeting must be called by notice of at least 21 days.Upon listing, the Company will be a ‘‘traded company’’ for the purposes of the Companies Act and

as such will be required to give at least 21 days’ notice of any other general meeting unless a special

resolution reducing the period to not less than 14 days has been passed at the immediately preceding

annual general meeting or at a general meeting held since that annual general meeting or, prior to the

Company’s first annual general meeting following Admission, at any other general meeting following

Admission. Notice of a general meeting must be given in hard copy form, in electronic form or by

means of a website and must be sent to every member and every Director of the Company. It must

state the time and date and the place of the meeting and the general nature of the business to bedealt with at the meeting. As the Company will be a traded company, the notice must also state the

website address where information about the meeting can be found in advance of the meeting, the

voting record time, the procedures for attending and voting at the meeting, details of any forms for

appointing a proxy, procedures for voting in advance (if any are offered) and the right of

Shareholders to ask questions at the meeting. In addition, a notice calling an annual general meeting

must state that the meeting is an annual general meeting.

The Directors may, whenever they think fit, call a general meeting. The Directors are required to call

a general meeting once the Company has received requests from its Shareholders to do so in

accordance with the Companies Act.

Pursuant to the Articles, Directors may speak at general meetings (whether or not they areShareholders) and the Board may make whatever arrangements it considers appropriate to enable

those attending a meeting to exercise their rights to speak or vote at it. In determining attendance at

a general meeting, it is immaterial whether any two or more Shareholders attending it are in the same

place as each other.

Further, the Board may restrict the rights of a person with a 0.25 per cent. interest to attend andvote at a general meeting if such person has been served with a restriction notice (as defined in the

Articles) after failure to provide the Company with information concerning interests in those shares

required to be provided under the Companies Act.

Conditions of Admission

Security arrangements

The Directors may require attendees to submit to searches or put in place such arrangements or

restrictions as they think fit to ensure the safety and security of attendees at a general meeting. Any

Shareholder, proxy or other person who fails to comply with such arrangements or restrictions may

be refused entry into, or removed from, the general meeting.

Satellite meetings

The Directors may decide that a general meeting shall be held at two or more locations to facilitate

the organisation and administration of such meeting. A Shareholder present in person or by proxy at

the designated ‘‘satellite’’ meeting place may be counted in the quorum and may exercise all rights

that he would have been able to exercise if he had been present at the principal meeting place. The

Directors may make and change from time to time such arrangements as they shall in their absolute

discretion consider appropriate to:

(a) ensure that all Shareholders and proxies for Shareholders wishing to attend the meeting can do

so;

(b) ensure that all persons attending the meeting are able to participate in the business of themeeting and to see and hear anyone else addressing the meeting;

(c) ensure the safety of persons attending the meeting and the orderly conduct of the meeting; and

179

(d) restrict the number of Shareholders and proxies at any one location to such number as can

safely and conveniently be accommodated there.

Directors

Number of Directors

The Directors shall be not less than two and but shall not be subject to any maximum in number.

Pursuant to the Companies Act, as a public company, the Company must have at least two

Directors. However, the Company may by ordinary resolution vary the maximum number of

Directors.

Calling a Directors’ meeting

Any Director may call a Directors’ meeting by giving notice of the meeting to the Directors or by

authorising the Company secretary to give such notice.

Appointment of Directors

Directors may be appointed by the Company by ordinary resolution or by a decision of the Board.

Under the Companies Act, the Director must consent to act in the capacity of Director and the

Company must keep a register of its Directors, which contains certain prescribed particulars, available

for inspection.

A Director appointed by the Board holds office only until the next following annual general meeting

of the Company and is then eligible for reappointment. The Board or any committee authorised bythe Board may from time to time appoint one or more Directors to hold any employment or

executive office for such period and on such terms as they may determine and may also revoke or

terminate any such appointment.

Retirement of Directors

At every annual general meeting of the Company, any Director who has been appointed by theBoard since the last annual general meeting, any Director who held office at the time of the two

preceding annual general meetings and who did not retire at either of them, and any Director who

has been in office, other than as a Director holding an executive position, for a continuous period of

nine years or more at the date of the meeting shall retire from office. Any Director who retires at an

annual general meeting may offer himself for reappointment by the Shareholders.

Removal of Directors by ordinary resolution

Under the Companies Act, the Company may by ordinary resolution remove any Director before the

expiration of his period of office, notwithstanding any agreement between it and him.

Vacation of office

The office of a Director shall be vacated if:

(a) he notifies the Board that he is resigning from office, and such resignation takes effect in

accordance with its terms;

(b) a registered medical practitioner who is treating the Director gives a written opinion to the

Company that the Director is physically or mentally incapable of acting as a Director and may

remain so for more than three months;

(c) he is absent without the permission of the Board from meetings of the Board for more than six

consecutive months and the Board resolves that his office is vacated;

(d) a bankruptcy order is made against the Director;

(e) he is prohibited by law from being a Director;

(f) he ceases to be a Director by virtue of the Companies Act; or

(g) he is removed from office pursuant to the Articles.

Election of independent Directors

In November 2013, the FCA published a consultation paper that proposed amendments to the Listing

Rules in respect of the election of independent directors. To the extent the rules come into force, the

Company intends to comply with the rules and the Articles allow for the proposed two-stage voting

mechanism. Firstly, the Shareholders must approve by ordinary resolution the independent director’s

election. Secondly, the independent shareholders must approve by ordinary resolution the election of

180

that Director. If either of the ordinary resolutions is defeated, the Company may propose a further

ordinary resolution to elect or re-elect the proposed independent director. Any such further resolution

must not be voted on within a period of 90 days of the date of the first vote but it may be passed by

a vote of the Shareholders of the Company voting as a single class.

Alternate directors

Any Director (other than an alternate director) may appoint any person to be his alternate and may

at his discretion remove such an alternate director.

Any appointment or removal of an alternate director must be effected by notice in writing to the

Company signed by the appointer, or in any other manner approved by the Board.

An alternate director has the same rights, in relation to any Board meeting and all meetings of

committees of Directors of which his appointer is a member, or Directors’ written resolutions, as thealternate’s appointer.

Proceedings of the Board

Subject to the provisions of the Articles, the Board may meet for the dispatch of business, adjourn

and otherwise regulate its meetings as it thinks fit. The quorum necessary for the transaction of the

business of the Board may be fixed by the Board and, unless so fixed at any other number, shall betwo. If the total number of Directors for the time being in office is less than the quorum required,

the Directors must not take any other decision other than a decision to appoint further Directors or

to call a general meeting of the Company in order to enable the Shareholders to appoint further

Directors. A meeting of the Board at which a quorum is present shall be competent to exercise all

the powers, authorities and discretions vested in or exercisable by the Board.

The Board may appoint a Director to be the chairman or a deputy chairman and may at any time

remove him from that office. Questions arising at any meeting of the Board shall be determined by a

majority of votes. Questions decided in the form of a resolution in writing must be decided by a

unanimous decision of the Board.

All or any of the members of the Board may participate in a meeting of the Board by means of a

conference telephone or any communication equipment which allows all persons participating in themeeting to speak to and hear each other. A person so participating shall be deemed to be present at

the meeting and shall be entitled to vote and to be counted in the quorum.

The Board may delegate any of its powers, authorities and discretions (with power to sub-delegate) to

such person or committee, by such means (including by power of attorney), to such extent and in

relation to such matters or territories as the Board thinks fit. The Board may revoke any delegation

in whole or in part or alter its terms and conditions.

Any committees to which the Board delegates any of its powers must follow procedures (insofar as

they are applicable) based on those provisions of the Articles which govern the decision-making of

the Board.

Delegation by Directors

The Directors may establish any local boards or appoint managers or agents to manage any of the

affairs of the Company, either in the United Kingdom or elsewhere, and may:

(a) appoint persons to be members, agents or managers of such local board and fix their

remuneration;

(b) delegate to any local board, manager or agent any of the powers, authorities and discretions

vested in the Directors, with the power to sub-delegate;

(c) remove any person so appointed, and may annul or vary any such delegation; and

(d) authorise the members of any local boards, or any of them, to fill any vacancies on such

boards, and to act notwithstanding such vacancies.

The Directors may appoint any person or fluctuating body of persons to be the attorney of the

Company with such purposes and with such powers, authorities and discretions and for such periods

and subject to such conditions as they may think fit.

Remuneration, pensions and gratuities for Directors

Each of the Directors shall be paid a fee at such rate as may from time to time be determined by the

Board, but the aggregate of all such fees so paid to the Directors shall not exceed £750,000 per

181

annum or such higher amount as may from time to time be decided by ordinary resolution of the

Company. Any Director who is appointed to any executive office shall be entitled to receive such

remuneration (whether by way of salary, commission, participation in profits or otherwise) as the

Board or any committee authorised by the Board may decide, either in addition to or in lieu of hisremuneration as a Director.

Subject to the Articles, a Director’s remuneration may take any form. The Company may also, with

the written consent of the Shareholders, provide certain benefits for any Director or former Director

of the Company and for any member of his family, including a spouse, a former spouse or anyexisting or former dependants (such as by the payment of a pension, allowance or gratuities, or any

death, sickness or disability benefits or by insurance or otherwise).

Further, the Company may pay reasonable expenses which the Directors incur in connection with

their attendance at Board meetings, committee meetings, general meetings of the Company or anyclass meetings.

Directors’ interests

The Board may, subject to the provisions of the Articles, authorise any matter which would otherwise

involve a Director breaching his duty under the Companies Act to avoid conflicts of interest. Where

the Board gives authority in relation to a conflict of interest or where any of the situations described

in paragraphs (a) to (e) below applies in relation to a Director, the Board may: (i) require the

relevant Director to be excluded from the receipt of information, the participation in discussion and/

or the making of decisions related to the conflict of interest or situation; (ii) impose upon the relevantDirector such other terms for the purpose of dealing with the conflict of interest or situation as it

may determine; and (iii) provide that the relevant Director will not be obliged to disclose information

obtained otherwise than through his position as a Director of the Company and that is confidential

to a third party or to use or apply the information in relation to the Company’s affairs, where to do

so would amount to a breach of that confidence. The Board may revoke or vary such authority at

any time but this will not affect anything done by the relevant Director prior to such revocation or

variation in accordance with the terms of the authority. Subject to the provisions of the Articles and

the Companies Act, and provided he has declared the nature and extent of his interest to the Boardas required by the Companies Act, a Director may:

(a) be party to, or otherwise interested in, any contract with the Company or in which the

Company has a direct or indirect interest;

(b) hold any other office or place of profit with the Company (except that of auditor) in

conjunction with his office of Director for such period and upon such terms, including as to

remuneration, as the board may decide;

(c) act by himself or through a firm with which he is associated in a professional capacity for the

Company or any other company in which the Company may be interested (otherwise than as

auditor);

(d) be or become a director or other officer of, or employed by or a party to a transaction or

arrangement with, or otherwise be interested in, any holding company or subsidiary company of

the Company or any other company in which the Company may be interested; and

(e) be or become a director of any other company in which the Company does not have an interestand which cannot reasonably be regarded as giving rise to a conflict of interest at the time of

his appointment as a director of that other company.

A Director shall not, by reason of his office, be liable to account to the Company or its Shareholders

for any benefit realised by reason of having an interest permitted as described above or by reason of

having a conflict of interest authorised by the Board and no contract shall be liable to be voided onthe grounds of the Director having any such interest.

Restrictions on voting

No Director may vote on or be counted in the quorum in relation to any resolution of the Board

concerning his appointment, or the settlement or variation of the terms or the termination of his own

appointment, as the holder of any office or place of profit with the Company or any other company

in which the Company is interested, save to the extent permitted specifically in the Articles.

Subject to certain exceptions set out in the Articles, no Director may vote on, or be counted in a

quorum in relation to, any resolution of the Board in respect of any contract in which he has an

interest and, if he does so, his vote shall not be counted.

182

Subject to the Companies Act, the Company may by ordinary resolution suspend or relax to any

extent the provisions relating to Directors’ interests or the restrictions on voting or ratify any

transaction not duly authorised by reason of a contravention of such provisions.

Borrowing and other powers

Subject to the Articles and any directions given by the Company by special resolution, the business of

the Company will be managed by the Board which may exercise all the powers of the Company,

whether relating to the management of the business of the Company or not. In particular, the Board

may exercise all the powers of the Company to borrow money, to guarantee, to indemnify, to

mortgage or charge any of its undertaking, property, assets (present and future) and uncalled capital

and to issue debentures and other securities and to give security for any debt, liability or obligation

of the Company or of any third party.

Indemnity and insurance of Directors

To the extent permitted by the Companies Act, the Company may indemnify out of its assets anyDirector or former Director of the Company or an associated company against any liability incurred

by that Director in connection with any negligence, default, breach of duty or breach of trust in

relation to the Company or an associated company. Further, the Company may indemnify a Director

or former Director of the Company or an associated company against any liability incurred by that

Director in connection with the activities of the Company or an associated company in its capacity as

trustee of an occupational pension scheme.

The Directors may also decide to purchase and maintain insurance, at the expense of the Company,

for the benefit of any relevant Director in respect of any relevant loss.

To the extent permitted by the Companies Act, the Company may indemnify out of its assets any

Director or former Director of the Company or an associated company against any liability incurred

by that Director in connection with defending any criminal proceedings that are brought against that

Director.

Methods of service

Any notice, document (including a share certificate) or other information may be served on or sent or

supplied to any Shareholder by the Company personally, by post, by being left at the Shareholder’s

registered address, by sending or supplying it in electronic form to an address notified by the

Shareholder to the Company for that purpose and, where appropriate, by making it available on a

website and notifying the Shareholder of its availability, or by any other means authorised in writing

by the Shareholder.

Directors’, Senior Management’s and Other Interests

(a) The Directors and members of Senior Management, their functions within the Group and brief

biographies are set out in Part VIII: ‘‘Directors, Senior Management and Corporate Governance’’.

(b) Each of the Directors can be contacted at the Company’s head office address at PO Box 46046,

Musaffah Base, Abu Dhabi, UAE.

183

(c) The table below sets out certain interests of the Directors and Senior Management (and of

persons connected with them) in the share capital of the Company (all of which, unless

otherwise stated, are beneficial) as they are expected to be as of the date of this document and

following Admission.

Number of

Shares as at

13 March

2014

Percentage

of existing

issued share

capital as at

13 March

2014

Percentage

of voting

rights as at

13 March

2014

Number of

Shares

following

Admission(1)

Percentage

of issued

share capital

following

Admission(1)

Percentage

of voting

rights

following

Admission(1)

Name of Director/

Alternate Director

Simon Heale(2) ............... 0 0% 0% 74,074 0.02% 0.02%

Duncan Anderson(3) ...... 0 0% 0% 2,614,622 0.75% 0.75%

H. Richard Dallas(2) (5) .. 0 0% 0% 18,518 0.01% 0.01%

Dr Karim El Solh(2) (5) .. 0 0% 0% 296,296 0.08% 0.08%

Simon Batey(2) ............... 0 0% 0% 37,037 0.01% 0.01%

Mike Straughen(2) .......... 0 0% 0% 37,037 0.01% 0.01%W. Richard Anderson(2) 0 0% 0% 153,453 0.04% 0.04%

Christopher Foll(4) (5)..... 0 0% 0% 37,037 0.01% 0.01%

Name of Senior ManagerJohn Brown ................... 0 0% 0% 0 0.00% 0.00%

Dennis Pedersen............. 0 0% 0% 0 0.00% 0.00%

Andrew Robertson(3) ..... 0 0% 0% 1,030,096 0.29% 0.29%

Mark Preston(3).............. 0 0% 0% 705,187 0.02% 0.02%

John Petticrew(3) ............ 0 0% 0% 342,878 0.10% 0.10%

Mohamed Antar(3) ......... 0 0% 0% 1,030,096 0.29% 0.29%

Linda Murray ................ 0 0% 0% 0 00.0% 0.00%

Notes:


(2) Reflects New Shares purchased in the Directed Offering.

(3) Includes interests resulting from the settlement of Vested SARs as further described in ‘‘– Employee Share Plans, ShareOptions and Awards – Settlement of Vested SARs pursuant to the Share Appreciation Rights Settlement Agreements’’below.

(4) Reflects New Shares purchased at the Offer Price in the Offer.

(5) Also holds an indirect interest in the Company through an investment in GC Co Investors L.P., an entity which holds anapproximately 1.5 per cent. beneficial interest in the Company.

(d) The interests of the Directors and Senior Management together represent 0 per cent. of the

issued share capital of the Company as at the date of this document and are expected to

represent approximately 1.63 per cent. of the issued share capital of the Company immediately

following Admission, assuming no exercise of the Over-allotment Option.

(e) Save as set out in this section and in Part XIII: ‘‘Historical Financial Information’’, none of the

Directors has any interests in the share or loan capital of the Company or any of its

subsidiaries.

(f) Save as set out in this section and in ‘‘– Relationship with the Principal Shareholders’’, no

Director has or has had any interest in any transaction which is or was unusual in its nature or

conditions or is or was significant to the business of the Group and was effected by the

Company in the current or immediately preceding financial year or was effected during anearlier financial year and remains in any respect outstanding or unperformed.

(g) As at 13 March 2014 (being the latest practicable date prior to the date of this document), therewere no outstanding loans granted by any member of the Group to any Director or member of

Senior Management, nor by any Director or member of Senior Management to any member of

the Group, nor was any guarantee which had been provided by any member of the Group for

the benefit of any Director or member of Senior Management, or by any Director or member of

Senior Management for the benefit of any member of the Group, outstanding.

184

(h) The companies and partnerships of which the Directors are, or have been, within the past five

years, members of the administrative, management or supervisory bodies or partners (excluding

the Company and its subsidiaries and also excluding the subsidiaries of the companies listed

below) are as follows:

Name Current or former directorships/partnerships

Position

still held

(Y/N)

Director

Simon Heale................................ Coats plc Y

Kazakhmys plc Y

Marex Spectron Group Limited Y

Morgan Advanced Materials plc Y

Panmure Gordon & Co. plc N

PZ Cussons Plc N

H. Richard Dallas....................... Gulf Capital Pvt. JSC Y

GC Co Investors L.P.* Y

GC ISIS Holdings Ltd. Y

Jolt Investments Ltd. Y

Metito Holdings Limited Y

Offshore Logistics Services Holdings Ltd. Y

Sakr Energy Solutions FZCO (SES) Y

Techno Group Investment Holdings (TGIH) Y

Maritime Industrial Services Co. Ltd. Inc. N

Dr Karim El Solh ....................... Gulf Capital Pvt. JSC Y


GC Reach Hold Co Ltd. Y

Gulf Related Hold Co Ltd. Y

Jolt Investments Ltd. Y


Salboukh Residential Compound Y

Ma’arif for Education and Training Holding

Company N

Maritime Industrial Services Co Ltd. Inc. N

Simon Batey ................................ Crewood Consultants Limited Y

Crewood Underwriting Limited Y

The Grange School Hartford Ltd. Y

Leviathan Underwriting Ltd. Y

TelecityGroup plc Y

Arriva plc N

BlackRock New Energy Investment Trust plc N

Enterprise Group Holdings Limited N

Postal Services Commission (Postcomm) N

Thames Water Holdings Limited N

Viking Consortium Holdings Limited N

Mike Straughen........................... John Wood Group plc Y

Glacier Energy Services Holdings Ltd. Y

W. Richard Anderson................. Eurasia Drilling Co. Ltd. Y

Soma Oil & Gas Holdings Ltd. Y

Vanguard National Resources, LLC Y

Western Breeze Holdings Ltd. Y

Boots & Coots, Inc. N

Pelagic Exploration Company N

Transocean Ltd. N

Christopher Foll.......................... Gulf Capital Pvt. JSC Y


GC ISIS Holdings Ltd. Y


* GC Co Investors L.P. holds a small indirect stake in the Company through GC.

185

Name Current or former directorships/partnerships

Position

still held

(Y/N)

Senior Manager

John Brown................................. Bowleven plc N

Dennis Pedersen.......................... Fres & Co. Y

Siem Offshore AS, Company N

Siem Offshore Maritime Personnel AS, Company N

Siem AHTS Pool AS, Company N

Siem Offshore Rederi AS, Company N

Siem Offshore Invest AS, Company NSiem Offshore Crewing AS, Company N

Linda Murray ............................. Odyssey Global Management Ltd. N

Our Biz Ltd. N

Winning With People Ltd. N

(i) Save as set out above and in ‘‘– Relationship with the Principal Shareholders’’, none of the

Directors, the Senior Management or the Company Secretary has any business interests, or

performs any activities, outside the Group which are significant with respect to the Group.

(j) The Company and the Directors are not aware of any arrangements the operation of which may

at a subsequent date result in a change in control of the Company.

(k) At the date of this document, except as described in paragraph (l) below, none of the Directors

or Senior Management has at any time within the last five years:

(i) had any convictions in relation to fraudulent offences;

(ii) been declared bankrupt or been the subject of any individual voluntary arrangement;

(iii) been associated with any bankruptcy, receivership or liquidation in his or her capacity as

director or senior manager;

(iv) been the subject of any official public incrimination and/or sanctions by statutory or

regulatory authorities (including designated professional bodies);

(v) been disqualified by a court from acting as a director;

(vi) been disqualified by a court from acting as a member of the administrative, management

or supervisory bodies of any company or from acting in the management or conduct of

the affairs of any company;

(vii) been a partner or senior manager in a partnership which, while he or she was a partner or

within 12 months of him or her ceasing to be a partner, was put into compulsory

liquidation or administration or which entered into any partnership voluntary arrangement;

(viii) owned any assets which have been subject to a receivership or been a partner in a

partnership subject to a receivership where he or she was a partner at that time or within

the 12 months preceding such event; or

(ix) been an executive director or senior manager of a company which has been placed in

receivership, compulsory liquidation, creditors’ voluntary liquidation or administration or

which entered into any company voluntary arrangement or any composition or

arrangement with its creditors generally or any class of creditors, at any time during which

he or she was an executive director or senior manager of that company or within 12

months of him or her ceasing to be an executive director or senior manager.

(l) Simon Batey has been a non-executive director of Blackrock New Energy Investment Trust PLC

since 2010. On 19 December 2013, Blackrock New Energy Investment Trust PLC published a

notice of general meeting which included proposed resolutions to put Blackrock New Energy

Investment Trust PLC into voluntary liquidation.

(m) Save for their capacities as persons legally and beneficially interested in Shares as set out in

paragraph (c) above, save as set out in ‘‘– Relationship with the Principal Shareholders’’ and ‘‘–Properties, Investments, Assets’’, there are:

(i) no potential conflicts of interest between any duties to the Company of the Directors and

members of Senior Management and their private interests and/or other duties; and

186

(ii) no arrangements or understandings with the Principal Shareholders, members, suppliers or

others pursuant to which any Director or member of Senior Management was selected

other than the appointments of H. Richard Dallas and Dr Karim El Solh pursuant to the

terms of the Relationship Agreement (see ‘‘– Relationship with the Principal Shareholders’’).

(n) Save as set out in ‘‘– Material Contracts – Lock-up agreements pursuant to the Underwriting

Agreement and Senior Management Lock-up’’, there are no restrictions agreed by any Director ormember of the Senior Management on the disposal within a certain time of their holdings in the

Company’s securities.

Interests of Significant Shareholders

Other than the interests of the Directors and members of the Senior Management disclosed in ‘‘–

Directors’, Senior Management’s and Other Interests’’ and other than any interest that may arise under

the Underwriting Agreement (and assuming no exercise of the Over-allotment Option), insofar as the

Directors are aware, the following persons as at 13 March 2014 (being the latest practicable dateprior to this document) are interested, and will following Admission be interested, in 3 per cent. or

more of the Company’s issued ordinary share capital.

Shareholder

Number of

Shares

prior to

Admission

Percentage

of existing

issued share

capital

prior to

Admission

Percentage

of voting

rights

prior to

Admission

Number of

Shares

following

Admission(1)

Percentage

of issued

share capital

following

Admission(1)

Percentage

of voting

rights

following

Admission(1)

Green Investment

Commercial Investments

LLC.................................. 237,000,000 79% 79% 179,165,998 51.26% 51.26%

Ocean InvestmentsTrading LLC.................... 3,000,000 1% 1% 2,267,924 0.65% 0.65%

Horizon Energy LLC....... 30,000,000 10% 10% 22,679,240 6.50% 6.50%

Al Ain Capital LLC......... 30,000,000 10% 10% 22,679,240 6.50% 6.50%

Note:


Save as set out above, the Company is not aware of any person who has, or will immediately

following Admission have, a notifiable interest of 3 per cent. or more of the issued share capital of

the Company.

The Principal Shareholders do not have and will not have different voting rights attached to the

Shares they hold to those held by the other Shareholders.

Directors’ and CEO Service Agreements, Letters of Appointment, Remuneration and Other Matters

(a) Duncan Anderson is employed by Gulf Marine Middle East FZE pursuant to an executive

service agreement dated 12 March 2014 as Chief Executive Officer of Gulf Marine Services (the‘‘Service Agreement’’), the terms of which are effective from the date upon which the Company

obtains a first listing or quotation for its securities on an investment exchange. In accordance

with employment laws and work permit requirements in Abu Dhabi, Mr. Anderson is also

employed by Gulf Marine Services W.L.L. under an employment contract dated 24 January

2008 (the ‘‘W.L.L Employment Contract’’). In addition, Mr. Anderson’s appointment as a

Director of the Company is governed by a letter of appointment dated 27 February 2014 (the

‘‘Appointment Letter’’).

In accordance with the terms of the Service Agreement and the W.L.L. Employment Contract,

Mr Anderson’s aggregate remuneration and benefits package comprises: (i) an annual basic

salary of AED 1,520,560; (ii) annual allowances in respect of accommodation, air travel,transport and lunch in the aggregate amount of AED 464,880; (iii) payment of school fees in

respect of Mr. Anderson’s children below the age of 18; (iv) an annual bonus of up to 100 per

cent. of salary to be determined by the Remuneration Committee by reference to the

achievement of targets, budgets, objectives and key performance indicators determined by the

Remuneration Committee; (v) insurance benefits currently comprising private medical expenses

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insurance for Mr Anderson, his spouse and children, death in service insurance and disability

insurance; and (vi) 24 working days’ paid annual leave in addition to usual public holidays in

the United Arab Emirates.

Mr Anderson is entitled to receive and obliged to give not less than 12 months’ notice of

termination of his employment under the Service Agreement and the Board may elect for Mr

Anderson to be paid in lieu of notice, in which case the amount of such payment in lieu ofnotice shall be calculated by reference to Mr Anderson’s basic salary and allowances over the

unexpired notice period and may be paid in equal monthly instalments over the unexpired notice

period in which case each such instalment shall be subject to reduction to reflect any income

received by Mr Anderson from other sources during the month to which such instalment relates.

In addition, Mr Anderson may be entitled to receive an end of service benefit under and in

accordance with applicable laws in the United Arab Emirates, which payment would reflect Mr

Anderson’s combined period of employment with both Gulf Marine Middle East FZE and Gulf

Marine Services W.L.L.

Under the Letter of Appointment, Mr Anderson is not entitled to any remuneration for holding

the office of director of the Company but will receive payments totalling £200 (gross) inconsideration for accepting additional obligations in respect of confidential information and

post-appointment restrictive covenants.

(b) The aggregate remuneration paid (including salary and other benefits) to the Senior

Management of the Company and its subsidiaries for the financial year ended 31 December

2013 was U.S.$3,291,418, of which U.S.$3,172,659 comprised salaries and short-term benefits

and U.S.$118,759 comprised end of service benefits (accrued).

(c) The Non-Executive Directors do not have service contracts, although they each have a letter of

appointment reflecting their responsibilities and commitments. Under their letter of appointment,

each Non-Executive Director is appointed for an initial term of three years, subject to earlier

termination, including provision for early termination by either the Company or the Non-

Exectuive Director on three months’ notice. Under the Articles, all Directors must retire by

rotation and seek re-election by Shareholders every three years; however, it is intended that theDirectors shall each retire and submit themselves for re-election by Shareholders annually.

(d) The terms of the Non-Executive Directors’ letters of appointment are summarised below:

Name of Director/

Alternate Director Title

Appointment Letter

Effective Date

Gross Fee

per Annum

Simon Heale ................. Chairman 27 February 2014 £175,000

H. Richard Dallas ........ Non-Executive Director 27 February 2014 £50,000

Dr Karim El Solh......... Non-Executive Director 27 February 2014 £50,000

Simon Batey.................. Independent Non-Executive Director 27 February 2014 £60,000

Mike Straughen ............ Independent Non-Executive Director 27 February 2014 £50,000

W. Richard Anderson... Independent Non-Executive Director 27 February 2014 £55,000

Christopher Foll ........... Alternate Director 27 February 2014 Nil

(e) With the exception of the Chairman, each Non-Executive Director receives a basic fee of

£50,000 (gross) per annum. The fees shown in the table in paragraph (d) above include the

£10,000 (gross) payable to Simon Batey in respect of and so long as he performs the duties of

Chairman of the Audit and Risk Committee and the role of senior independent director and the

£5,000 (gross) payable to W. Richard Anderson in respect of and so long as he performs the

duties of Chairman of the Remuneration Committee.

(f) In addition to the fees shown in the table in paragraph (d) above, Simon Heale will be paid a

pro-rata equivalent of his basic annual fee of £175,000 (gross) per annum for the period from 1

January 2014 up until the date of his appointment in consideration of advisory work performed

prior to his formal appointment as Chairman. The Independent Non-Executive Directors (otherthan Simon Heale) will be paid a pro-rata equivalent of their basic annual fee of £50,000 (gross)

per annum for the period from 1 February 2014 up until the date of their appointments in

consideration of advisory work performed prior to their formal appointments as Independent

Non-Executive Directors.

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(g) Each Non-Executive Director is entitled to reimbursement of reasonable and properly

documented expenses incurred by him in the performance of his duties of office including travel

to and from the Company’s offices, to be grossed up for tax and national insurance

contributions where applicable.

(h) On termination of their appointment, the Non-Executive Directors shall only be entitled to such

fees as may have accrued to the date of termination, together with reimbursement in the normal

way of any expenses properly incurred before that date.

Pensions and End of Service Gratuity

The Company has no company-wide pension scheme.

In accordance with the applicable Labour Laws of the UAE, however, the Group is required to payend of service benefits to all qualifying employees upon cessation of employment. The only obligation

of the Group with respect to end of service benefits is to make the specified lump sum payments to

employees which become payable when they leave the Group for reasons other than gross

misconduct. The amount payable is calculated as a multiple of a pre-defined fraction of basic salary

based on the length of service.

To meet the requirement of UAE labour laws, a provision is made for the full amount of end of

service benefits payable to qualifying employees up to the end of the relevant accounting reporting

period. The provision relating to end of service benefits is disclosed as a non-current liability in theGroup’s historical financial information.

The actual payment is made in the year of cessation of employment of a qualifying employee. The

payment for end of service benefit is made as a lump sum along with the full and final settlement to

the employee. The total expense recognised in profit or loss of U.S.$524,975 (2012: U.S.$442,799,

2011: U.S.$408,808) represents end of service benefit payments made to employees in accordance with

UAE Labour Laws.

The Group’s UK subsidiary, Gulf Marine Services (UK) Limited, operates a personal pension scheme

for its employees. Only employees of Gulf Marine Services (UK) Limited are eligible to participate in

this scheme. The scheme is a defined contribution scheme under which Gulf Marine Services (UK)

Limited contributes 5 per cent. of the eligible employee’s basic salary and the employee is expected to

contribute 4 per cent. of his basic salary in return. The scheme also provides a lump sum of 4 times

an employees basic salary in the event of that employee’s demise whilst in service. The total amount

contributed by the Group under this pension scheme for the year ended 31 December 2013 was

£9,260.87.

Save for these amounts, no amounts were set aside or accrued by the Group in respect of pension,

retirement or similar benefits for Directors, Senior Management or employees of the Group.

Employee Share Plans and Share Options and Awards

Co-investment Scheme

The Group has previously operated a share appreciation rights scheme (the ‘‘Co-investment Scheme’’)

under which certain eligible employees of Gulf Marine Services Company WLL were granted the

opportunity to benefit from increases in the value of the Group. Pursuant to the Co-investment

Scheme, the Group sold, and certain employees purchased, rights to certain entitlements representing

an aggregate phantom interest in 1 per cent. of the share capital of the Group prior to thecompletion of the Offer. Upon completion of the Offer, the relevant employee is entitled to be paid

in cash an amount equal to the number of Shares to which his phantom economic rights correspond,

multiplied by the Offer Price (net of fees, expenses and commissions) (the ‘‘Co-investment Vested

SARs’’). It is intended that such amounts will be settled in accordance with individual Share

Appreciation Rights Settlement Agreements as further described below. In order to participate in the

Co-investment Scheme, the relevant employees entered, on an arm’s length basis, into certain loan

agreements with Gulf Marine Services Company WLL for the sole purpose of financing part of the

acquisition of their share appreciation rights. All of these loans will be repaid by the relevantemployees upon completion of the Offer from the proceeds of the cash entitlement.

Stock Appreciation Rights Plan

The Group has previously operated a ‘‘Stock Appreciation Rights Plan’’ (‘‘SARP’’) under which

certain eligible employees of Gulf Marine Services Company WLL were granted ‘‘share appreciation

rights’’ (‘‘SARs’’) (with a vesting scale over a four-year period (2008 to 2011)) representing an

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aggregate phantom interest in 3.8 per cent. of the share capital of the Group prior to the completion

of the Offer. The SARs represented the right for an eligible employee to receive, upon a liquidity

event (such as an initial public offering), the amount of the increase in value of a hypothetical

allocation of capital stock in the Group above the designated value of such allocation on the date ofthe grant. The right of employees to receive a cash payment of the value of the rights vested as

follows: 10 per cent. of each SAR vesting automatically each year over the four year period, and 15

per cent. vesting each year conditional on achieving certain EBITDA targets each year. As of the

date of this document, 85 per cent. of the total amount of total SARs due to eligible employees has

vested (the ‘‘SARP Vested SARs’’, together with the Co-investment Vested SARs, the ‘‘Vested

SARs’’), with the remaining 15 per cent. to vest (the ‘‘Unvested SARs’’) if certain performance

conditions are achieved (failing which, the Unvested SARs will terminate). It is intended that such

amounts will be settled in accordance with individual Share Appreciation Rights SettlementAgreements as further described below. Pursuant to a SARs assignment and assumption agreement

dated 27 December 2013, with effect from 1 January 2014, the Selling Shareholders have each agreed

to assume the rights and obligations of the Group under the SARs and the Group was released and

discharged from all of its obligations under the SARP.

Settlement of Vested SARs pursuant to the Share Appreciation Rights Settlement Agreements

As described above, Vested SARs will be settled with the members of key management who hold

SARs pursuant to individual Share Appreciation Rights Settlement Agreements (the ‘‘SARs

Settlement Agreements’’). Pursuant to the SARS Settlement Agreements, subject to the completion of

the Offer and within 30 days of the Closing Date, the Selling Shareholders shall pay to the relevantmanager an amount in cash to settle any relevant Vested SARs (the ‘‘SARs Settlement Amount’’).

The relevant manager shall in turn acquire, from the Selling Shareholders (in consideration for a

transfer to GICI of half of the SARs Settlement Amount), the entire beneficial ownership interest in

a number of Ordinary Shares equal to half of the SARs Settlement Amount (rounded down to the

nearest whole Ordinary Share) (the ‘‘SARs Settlement Shares’’).

Until the date two years from the Closing Date, the relevant SARs Settlement Shares shall be held by

GICI as nominee for the benefit of the relevant manager, and the relevant manager shall be entitled

to the full beneficial interest in his SARs Settlement Shares. Following the date two years from the

Closing Date, GICI shall either (i) transfer legal title in the SARs Settlement Shares to the relevantmanager or (ii) sell the SARs Settlement Shares on the market and deliver the proceeds to the

relevant manager.

As a result of the above, the relevant managers will be entitled to purchase approximately 1.45% of

the enlarged share capital of the Company following completion of the Offer.

The GMS Long Term Incentive Plan

Introduction

The Company has established the Gulf Marine Services Long Term Incentive Plan (the ‘‘LTIP’’) to

be first operated as soon as practicable after Admission. Under the LTIP, the Company may make

awards to selected employees which vest subject to the satisfaction of performance conditions and/or

continued employment.

A summary of the principal features of the rules of the LTIP is set out below.

The Company intends to establish an employee benefit trust which may be used to provide Ordinary

Shares to employees in connection with the operation of the LTIP.

Administration

The LTIP will be administered by the Remuneration Committee (the ‘‘Committee’’) of the Board of

Directors of the Company or any duly authorised person(s) appointed by the Committee.

Eligibility

Any employee of the Company or any of its subsidiaries (including an Executive Director of the

Company) is eligible to participate in the LTIP. It is intended that awards will be made to members

of the senior management team and any other key employees, as determined by the Committee.

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Timing of operation

Awards under the LTIP will normally be granted within 42 days after the announcement of the

Group’s results for any period. The first awards will be granted within 42 days of Admission.

Grant and vesting of awards

Generally, the value of annual awards granted to a participant cannot exceed 200 per cent. of his or

her annual basic salary at the time of award, based on the value of the Shares and the value of the

options (in the case of the options, taking into account the level of the option price (if any)) as

determined by the Committee in its absolute discretion. However, in exceptional circumstances, this

limit may be increased to up to 300 per cent. of annual basic salary.

The LTIP allows for awards over Ordinary Shares to be granted as conditional awards of free shares,

nil-cost options or market value options (i.e., where the option price is equal to the market value of a

share at the time of grant). All awards have substantially the same terms unless otherwise stated and

the receipt of shares will be subject to the participant’s continued employment and may subject to the

satisfaction of performance conditions. The exact terms of award and the application of performanceconditions will be determined by the Committee prior to grant. For details of the proposed first

award under the LTIP, please see below.

The performance conditions will be measured over a performance period determined by the

Committee which will normally be of at least three years.

The Committee has discretion to vary the proportion of awards vesting (up or down, including

reducing them to zero) or to defer awards if it believes that the amounts payable would not be a fair

and complete reflection of the Group’s performance over the plan cycle.

Adjustment and forfeiture

The Committee has the discretion to determine that awards that may otherwise vest may be reduced(to nil if appropriate) or awards which have vested but have not been exercised should lapse where

the Company’s financial statements have been materially restated, where the participant has misled

the management, market or shareholders in respect of the financial performance of the Group or any

subsidiary or caused material harm to the Group’s reputation or been guilty of gross negligence,

breach of duty, breach of trust or other malfeasance or serious misconduct or where there has been a

material failure of risk management in the Group or business in which the participant works.

Leaving employment and death

An award will normally lapse if a participant leaves the Group before vesting. However, if

employment ceases due to permanent illness or disability, ill health, injury, redundancy, a sale of the

participant’s employing business or company, or for other reasons determined by the Committee,

awards held by that participant will normally continue until the normal vesting date. Unless the

Committee decides otherwise, any performance conditions will then be applied and the number of

Ordinary Shares or options vesting will be reduced on a pro rata basis to take account of the

proportion of the vesting period when the participant was not in employment. The Committee mayuse its discretion to determine that awards will vest immediately on leaving and, unless it decides

otherwise, any performance conditions will be applied as at that date and awards will be pro rated

for time as described above.

In the event of a participant’s death, the award will vest on the earlier of the date of vesting or the

date when the Company is notified of the participant’s death. Awards will be subject to any

performance conditions and time pro rating, as described above, unless the Committee decidesotherwise.

Change of control, merger or other reorganisations

Generally, on a change of control of the Company (by way of a general offer, scheme of

arrangement or otherwise), a winding-up of the Company, demerger or other corporate

reorganisation, the Committee may determine that awards will vest in connection with the relevantevent. Where it does so, the number of Ordinary Shares vesting will be determined by applying any

performance conditions. In addition, at the discretion of the Committee, the number of Ordinary

Shares received will be pro rated to reflect the acceleration of vesting. Alternatively, participants may

be allowed or required by the Company (e.g., in the case of a reorganisation) to exchange their

awards for awards over shares in the acquiring company.

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Dilution limits

In any 10-year period, not more than 5 per cent. of the issued ordinary share capital of the Company

may be issued or committed to be issued under the LTIP and any other executive share plansadopted by the Company. This limit does not include awards which have lapsed or been surrendered.

If shares are transferred from treasury to satisfy awards, these will also be counted towards the

dilution limits for as long as required by the ABI guidelines.

Amendments

The Committee may amend the LTIP and any awards at any time. However, shareholder approval is

required to amend certain provisions of the LTIP to the advantage of participants. These provisions

relate to: eligibility; individual and dilution limits; the basis for determining the participant’s right to

cash or Ordinary Shares under the LTIP; and the amendment power.

The Committee may make any amendment it considers appropriate without seeking shareholder

approval where such amendment is a minor amendment to the benefit of the administration of the

LTIP or where it relates to any changes in legislation, or is made to obtain or maintain favourable

tax treatment, exchange control or regulatory treatment for any participant or any member of the

Group.

No amendment (other than any alteration to correct any inconsistency or manifest error) to the

material disadvantage of participants (other than to any performance condition) may be made unless

the Committee invites every relevant participant to indicate whether or not he approves theamendment and the amendment is approved by a majority of those participants who have given such

an indication.

Other provisions

Awards granted under the LTIP are not pensionable or transferable and are granted for no

consideration.

The Committee may decide to satisfy awards by making a cash payment to the participant equal to

the value of the number of vested Ordinary Shares under award or, in the case of market value

options, the option gain. The Committee may also make this determination on the grant of an award.

Participants do not have dividend or voting rights in respect of Ordinary Shares under award until

such Ordinary Shares have been issued or transferred to them.

Any Ordinary Shares issued under the LTIP will rank equally with other Ordinary Shares of the

same class in issue on the date of allotment, except in respect of rights by reference to a record date

prior to the date of allotment.

In the event of a variation in the share capital of the Company, a demerger and/or special dividend,

the Committee may adjust awards under the LTIP as it considers appropriate.

The LTIP will terminate 10 years after its approval by the Company’s shareholders or earlier if the

Committee decides. Termination will not affect outstanding awards, but no new awards may be

granted under the LTIP after termination.

The LTIP and awards under it are governed by English law.

First operation

As soon as practicable after Admission, the Company is proposing to grant awards to members of

the senior management team and other key employees. It is expected that the vesting of awards will

be subject to continued employment and the satisfaction of performance conditions relating to the

Company’s relative total shareholder return (TSR) and other appropriate metrics measured over athree-year performance period.

Underwriting Agreement

On 14 March 2014, the Company, the Directors (including Christopher Foll as an Alternate

Director), the Selling Shareholders, the Over-allotment Shareholders and the Banks entered into the

Underwriting Agreement pursuant to which:

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(a) BofA Merrill Lynch and Barclays are acting as Joint Sponsors and Joint Global Co-ordinators

in connection with the Offer, BofA Merrill Lynch, Barclays and J.P. Morgan Cazenove are

acting as Joint Bookrunners and underwriters and ADCB and ADIB are acting as Co-Lead

Managers.

(b) The Company has agreed, subject to certain conditions, to allot and issue, at the Offer Price,the New Shares to be issued in connection with the Offer.

(c) Each of the Selling Shareholders has agreed, subject to certain conditions, to sell, at the Offer

Price, the Existing Shares to be sold by it in connection with the Offer.

(d) The Joint Bookrunners have severally agreed, subject to certain conditions, to procure

subscribers or purchasers, as the case may be, for the Shares or, failing which, to subscribe for

or purchase themselves, as the case may be, such Shares, in each case at the Offer Price.

(e) BofA Merrill Lynch, as Stabilising Manager, has been granted the Over-allotment Option by the

Over-allotment Shareholders pursuant to which it may procure purchasers for or purchase up to

18,317,849 Over-allotment Shares at the Offer Price for the purposes of covering short positions

arising from over-allocations, if any, in connection with the Offer and/or any sales of Ordinary

Shares made during the stabilisation period. Save as required by law or regulation, neither BofA

Merrill Lynch, as Stabilising Manager, nor any of its agents intends to disclose the extent ofany over-allotments and/or stabilisation transactions under the Offer. The number of Over-

allotment Shares to be issued pursuant to the Over-allotment Option, if any, will be determined

not later than close of business on 11 April 2014.

(f) The Company has agreed to pay to the Joint Bookrunners an underwriting commission of 2 per

cent. of the amount equal to the product of the Offer Price and the aggregate number of New

Shares issued pursuant to the Offer together with any VAT chargeable thereon.

(g) Each Selling Shareholder has agreed to pay to the Joint Bookrunners an underwriting

commission of 2 per cent. of the amount equal to the product of the Offer Price and the

aggregate number of Existing Shares it is selling pursuant to the Offer together with any VAT

chargeable thereon.

(h) Each Over-allotment Shareholder has agreed to pay to the Joint Bookrunners a commission of 2

per cent. of the amount equal to the product of the Offer Price and the number of Over-

allotment Shares it sells in the event that the Over-allotment Option is exercised together withany VAT chargeable thereon.

(i) A further discretionary fee of up to 1.25 per cent. on each of the amounts referred to below

may, in the sole and absolute discretion of the Company (including in respect of the

commissions payable by the Selling Shareholders and the Over-allotment Shareholders), be paid

to the Joint Bookrunners, and, to the extent that such discretionary fee is to be paid, it shall be

payable:

(i) by the Company on an amount equal to the product of the Offer Price and the aggregate

number of New Shares to be issued pursuant to the Offer;

(ii) by each Selling Shareholder on an amount equal to the product of the Offer Price and the

aggregate number of Existing Shares it is selling in the Offer; and

(iii) by each Over-allotment Shareholder on an amount equal to the product of the Offer Price

and the number of Over-allotment Shares it sells in the event that the Over-allotment

Option is exercised,

in each case together with any amount in respect of VAT chargeable thereon. The Company

shall on the date of this Prospectus determine whether, and the extent to which, thediscretionary fee is payable to the Joint Bookrunners and the payment, if any, by the Company,

the Selling Shareholders and the Over-allotment Shareholders of such discretionary fee shall be

as follows:

(i) 50 per cent. of the discretionary fee, if any, to be payable within 30 days of Admission;

and

(ii) the remaining 50 per cent. of the discretionary fee, if any, to be payable within 180 days

of Admission.

(j) The Company has also agreed to pay to ADCB a fee of AED1,000,000 and ADIB a fee of

U.S.$250,000 in connection with their roles on the Offer.

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(k) The obligations of the parties pursuant to the Underwriting Agreement are subject to certain

conditions, including, among others, that Admission occurs by not later than 8.00 a.m. on 19

March 2014 or such later time and/or date (not later than 26 March 2014) as the Joint

Bookrunners may agree with the Company. The Joint Bookrunners shall be entitled to terminatethe Underwriting Agreement in certain customary circumstances prior to Admission, including

the occurrence of certain material changes in the condition (financial or otherwise) or prospects

of the Company and certain changes in financial, political or economic conditions.

(l) The Company has agreed to pay or cause to be paid (together with any applicable VAT) all

costs, charges, fees and expenses of or arising in connection with, or incidental to, the Offer,

which are estimated to amount to £6.0 million in total.

(m) The net proceeds receivable by the Company from the issue and sale of the New Shares in the

Offer after payment of commissions, offering-related fees, expenses and applicable taxes are

expected to be approximately £60 million.

(n) The Selling Shareholders have agreed to pay any stamp duty and/or stamp duty reserve tax

arising on the sale of their respective Existing Shares.

(o) The Company, the Directors (including Christopher Foll as an Alternate Director) and the

Selling Shareholders have given certain customary representations, warranties and undertakings

to the Banks. In addition, the Company and the Selling Shareholders have given certainindemnities to the Banks, their affiliates (as defined in Rule 405 under the Securities Act),

subsidiaries, branches, associates and holding companies and the subsidiaries of such

subsidiaries, branches, affiliates, associates and holding companies and their respective directors,

officers, employees and agents. The liabilities of the Directors and the Selling Shareholders are

limited as to time and amount.

(p) Each of the Company, the Directors (including Christopher Foll as an Alternate Director) and

the Principal Shareholders have undertaken to the Joint Global Co-ordinators to comply with

certain lock-up obligations, as described in ‘‘– Material Contracts – Lock-up agreements pursuant

to the Underwriting Agreement and Senior Management Lock-up’’. In addition, certain members

of Senior Management have undertaken to the Joint Global Co-ordinators to comply withcertain lock-up obligations, as also described in ‘‘– Material Contracts – Lock-up agreements

pursuant to the Underwriting Agreement and Senior Management Lock up’’.

Relationship with the Principal Shareholders

The Principal Shareholders are GICI, Ocean, Horizon Energy LLC and Al Ain Capital LLC, whose

business addresses are at PO Box 27522, Abu Dhabi, United Arab Emirates, Offices #403/404, 4th

Floor Montazah Tower Block B Plot C63, Section W10 Khalidiya Street PO Box 106777, AbuDhabi, United Arab Emirates and PO Box 6755, Abu Dhabi, United Arab Emirates, respectively.

The Company is, and prior to Admission will continue to be, a wholly owned subsidiary of the

Principal Shareholders. GICI and Ocean are both beneficially owned by GC Equity Partners Fund II,

L.P., an institutional fund sponsored and managed by Gulf Capital and its affiliates.

The Company notes that the UKLA is currently consulting, inter alia, on changes to the Listing

Rules in relation to companies with controlling shareholders and relationship agreements (CP13/15).

As at the date of this Prospectus, the proposed changes have been published in draft form only and,

as such, the Company is unaware of the final form in which such proposals will be finally

implemented. The Company is aware that the UKLA plans to bring all the new rules into force atthe same time, in mid-2014.

Each Principal Shareholder has undertaken in the Relationship Agreement that it will actindependently of each of the other Principal Shareholders and their affiliates in relation to its

shareholding in the Company and its exercise of any rights attaching thereto.

Relationship Agreement

On 14 March 2014, the Company entered into a relationship agreement (the ‘‘Relationship

Agreement’’) with the Principal Shareholders that will come into force on Admission. The principalpurpose of the Relationship Agreement is to ensure that the Company is capable at all times of

carrying on its business independently of the Principal Shareholders. The Relationship Agreement will

stay in effect until: (i) in respect of GICI and Ocean, GICI and Ocean (and their subsidiary

undertakings) ceasing to own, in aggregate, an interest, directly or indirectly, of at least 10 per cent.

in the Company, at which point the rights and obligations of GICI and Ocean under the

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Relationship Agreement shall terminate, (ii) the Ordinary 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, the Principal

Shareholder ceases to be a ‘‘controlling shareholder’’ within the meaning of Listing Rule 6.1.2AR asset 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.

The Relationship Agreement includes provisions to ensure that the Group is able to conduct itsbusiness independently of the Principal Shareholders. The Relationship Agreement provides that the

Principal Shareholders shall, and shall procure, so far as they are able, that their associates will:

(a) conduct all transactions with the Group on arm’s length terms and on a normal commercial

basis;

(b) neither propose nor procure the proposal of a resolution which is intended or appears to be

intended to circumvent the proper application of the Listing Rules;

(c) not take any action that would have the effect of preventing the Company from complying with

its obligations under the Listing Rules, save that the Principal Shareholders and their associates

may: (i) accept, or provide an irrevocable undertaking to accept, a takeover offer made in

accordance with the UK City Code on Takeovers and Mergers (the ‘‘City Code’’) in relation totheir respective interests in the Company or, where such takeover offer is made by way of a

scheme of arrangement under sections 895 to 899 of the Companies Acts (a ‘‘Scheme’’), vote in

favour of such Scheme at the court and related shareholder meetings or otherwise agree to sell

their shares in connection with a takeover offer; (ii) make a takeover offer by way of a general

offer for all of the outstanding Ordinary Shares or by way of a Scheme and de-listing the

Company after such takeover offer has become wholly unconditional or, in the case of a

Scheme, after it has become effective; (iii) dispose of Ordinary Shares pursuant to a scheme of

reconstruction under Section 110 of the Insolvency Act 1986 in relation to the Company; (iv)dispose of Ordinary Shares pursuant to a compromise or arrangement under section 896 of the

Companies Act 2006 providing for the acquisition by any person (or group of persons acting in

concert, as such expression is defined in the City Code) of 50 per cent. or more of the Ordinary

Shares; (v) choose to accept or not to accept any offer by the Company to purchase its own

Ordinary Shares which is made on identical terms to the holders of Ordinary Shares of the same

class; or (vi) choose to take up or not to take up any Ordinary Shares offered to them under a

rights issue of the Company;

(d) not exercise any of their voting or other rights and powers to procure any amendment to the

Articles which would be inconsistent or which would undermine or breach any provision of the

Relationship Agreement; and

(e) abstain from voting on any resolution to approve a related party transaction involving it or its

associates for the purposes of Chapter 11 of the Listing Rules.

In addition, the Relationship Agreement also provides that, save for a situation in which the Board is

required to meet promptly in order to meet its obligations under applicable law or regulation, the

quorum necessary for Board meetings shall be four Directors, and shall include at least one director

appointed by each Principal Shareholder (to the extent that such Principal Shareholder has the right

to appoint a Shareholder Director under the Relationship Agreement).

Under the Relationship Agreement, in respect of each Principal Shareholder Group, for so long as a

Principal Shareholder Group holds (directly or indirectly) 10 per cent. or more of the issued ordinary

share capital of the Company (or an interest which carries 10 per cent. or more of the aggregate

voting rights in the Company from time to time), the relevant Principal Shareholder shall be entitled

to appoint one Director to the Board, and for so long as a Principal Shareholder Group holds

(directly or indirectly) 15 per cent. or more of the issued ordinary share capital of the Company (or

an interest which carries 15 per cent. or more of the aggregate voting rights in the Company fromtime to time), the relevant Principal Shareholder shall be entitled to appoint two Directors to the

Board. The first such appointees are H. Richard Dallas and Dr. Karim El Solh. The Company

further agrees that, subject to the Gulf Capital Shareholders having the requisite aggregate

shareholding to appoint a director as described above, (i) Christopher Foll (or another nominee of

the Gulf Capital Shareholders) shall be given notice of, be invited to, and have the right to attend

195

meetings of the Board as an observer, but shall not be entitled to vote, and (ii) H. Richard Dallas

shall be given notice of, be invited to, and have the right to attend meetings of the Remuneration

Committee as an observer, but shall not be entitled to vote.

The Board believes that the terms of the Relationship Agreement will enable the Company to carry

on its business independently from the Principal Shareholders and their affiliates, and ensure that all

transactions and relationships between the Company and the Principal Shareholders are, and will be,

at arm’s length and on a normal commercial basis.

Material Contracts

The following are the only contracts (not being contracts entered into in the ordinary course of

business) which have been entered into by members of the Group within two years immediately

preceding the date of this document or which are expected to be entered into prior to Admission and

which are, or may be, material or which have been entered into at any time by members of the

Group and which contain any provision under which any member of the Group has any obligationor entitlement which is, or may be, material to the Group as at the date of this document:

Underwriting Agreement

Please refer to the description given in ‘‘– Underwriting Agreement’’ above.

Nominee Agreements

Please refer to the description given in Part VII: ‘‘The Group’s Corporate Structure’’.

Group Framework Agreements

As part of the Pre-IPO Reorganisation, the Group entities were required to implement certain legal

actions in respect of each other, including, among other things, the: (i) settlement of outstanding

credit and debit balances; (ii) transfer of assets, such as shareholdings in certain Group entities; (iii)transfer of assets such as receivables and certain other contracts; (iv) assumption of financial and

other contractual liabilities; and (v) issuance of shares and dividends ((i) to (v) together being the

‘‘Debt Elimination’’ steps). A framework agreement was entered into by the Group entities to

document the various legal arrangements as between each other to implement the Debt Elimination

(the ‘‘Group Framework Agreement’’). The net outcome of this Debt Elimination is that Gulf Marine

Middle East FZE will be owed a receivable worth approximately AED129,000,000 from OHI. Certain

Group entities were required to either enter into ancillary instruments such as share transfer

agreements and/or pay stamp duty taxes to effect the transactions contemplated under the GroupFramework Agreement. These ancillary costs, fees and expenses were incurred by GMS WLL on

behalf of the relevant entities.

Shareholder Framework Agreement

The Group’s final corporate structure, pursuant to the Pre-IPO Reorganisation, is as set out in Part

VII: The Group’s Corporate Structure above. GMS Jersey Holdco 1 Limited, GMS Jersey Holdco 2

Limited (the ‘‘Jersey entities’’) as well as the Company were all incorporated in anticipation of thePre-IPO Reorganisation. However, in order to expedite the establishment of the Jersey Entities and

the Company, GC initially incorporated them. A shareholder framework agreement was entered into

by the Principal Shareholders, GC, the Jersey Entities and the Company to, among other things,

document the transfer of shares: (i) in the Company by GC to the Principal Shareholders; (ii) in

GMS Jersey Holdco 1 Limited by GC to the Company; and (iii) in GCI LLC by the Principal

Shareholders to GMS Jersey Holdco 2 Limited (the ‘‘Shareholder Framework Agreement’’). The

Shareholder Framework Agreement also contemplates the waiver of intra-group claims, the issuance

of shares, contributions and reductions in share capital, loans and settlements of claims and theconversion of the Company from a limited company to a public limited company. The parties to the

Shareholder Framework Agreement were required to either enter into ancillary instruments such as

share transfer agreements and/or pay certain other fees to effect the transactions contemplated

thereunder. These ancillary fees, costs and expenses were incurred by GMS WLL on behalf of the

relevant entities.

196

Lock-up agreements pursuant to the Underwriting Agreement and Senior Management Lock-up

Company lock-up

Pursuant to the Underwriting Agreement, the Company has agreed that, during the period

commencing on Admission, for a period of 180 days, it will not, without the prior written consent ofthe Joint Global Co-ordinators, directly or indirectly, offer, issue, allot, lend, mortgage, assign,

charge, pledge, sell or contract to sell or issue, issue options in respect of or otherwise dispose of,

directly or indirectly, or announce an offering or issue of, any Shares (or any interest therein or in

respect thereof) or any other securities exchangeable for or convertible into, or substantially similar

to, Shares or enter into any transaction with the same economic effect as, or agree to do, any of the

foregoing, except: (a) the issue of the New Shares; and (b) the issue by the Company of any Ordinary

Shares upon the exercise of options under share option schemes in existence at the date of Admission

as disclosed in the Prospectus.

Shareholder lock-up

Pursuant to the Underwriting Agreement, each of the Principal Shareholders has agreed that, subjectto certain exceptions described in the paragraph below, during a period of 180 days from Admission,

it shall not, without the prior written consent of each of the Joint Global Co-ordinators, directly or

indirectly, offer, issue, lend, mortgage, assign, charge, pledge, sell or contract to sell, issue options in

respect of, or otherwise dispose of, directly or indirectly, or announce an offering or issue of, any

Ordinary Shares (or any interest therein or in respect thereof) or any other securities exchangeable for

or convertible into, or substantially similar to, Ordinary Shares or enter into any transaction with the

same economic effect as, or agree to do, any of the foregoing, other than pursuant to the Offer, in

the manner described in this Prospectus.

The restrictions to which the Principal Shareholders are subject shall not prohibit the PrincipalShareholders from: (a) accepting a general offer made to all holders of issued and allotted Ordinary

Shares for the time being made in accordance with the City Code; (b) executing and delivering an

irrevocable commitment or undertaking to accept a general offer as referred to in paragraph (a)

above; (c) selling or otherwise disposing of Ordinary Shares pursuant to any offer by the Company to

purchase its Ordinary Shares; (d) transferring or disposing of Ordinary Shares pursuant to a

compromise or arrangement between the Company and its creditors in accordance with the

Companies Act; (e) taking up rights granted in respect of a rights issue or other pre-emptive share

offering by the Company; or (f) certain other limited exceptions.

Directors’ lock-up

Pursuant to the Underwriting Agreement, each of the Directors (including Christopher Foll as anAlternate Director) has agreed that, subject to certain exceptions described in the paragraph below,

during a period of 360 days from Admission, he or she shall not, without the prior written consent of

each of the Joint Global Co-ordinators, directly or indirectly, offer, issue, lend, mortgage, assign,

charge, pledge, sell or contract to sell, issue options in respect of, or otherwise dispose of, directly or

indirectly, or announce an offering or issue of, any Ordinary Shares (or any interest therein or in

respect thereof) or any other securities exchangeable for or convertible into, or substantially similar

to, Ordinary Shares or enter into any transaction with the same economic effect as, or agree to do,

any of the foregoing, save that the above restrictions shall not apply in respect of Ordinary Sharesissued pursuant to the grant or exercise of options under share option schemes described in this

Prospectus.

The restrictions to which the Directors (including Christopher Foll as an Alternate Director) are

subject shall not prohibit the Directors from: (a) accepting a general offer made to all holders of

issued and allotted Ordinary Shares for the time being made in accordance with the City Code; (b)

executing and delivering an irrevocable commitment or undertaking to accept a general offer as

referred to in sub-paragraph (a) above; (c) selling or otherwise disposing of Ordinary Shares pursuant

to any offer by the Company to purchase its Ordinary Shares; (d) transferring or disposing ofOrdinary Shares pursuant to a compromise or arrangement between the Company and its creditors in

accordance with the Act; (e) taking up rights granted in respect of a rights issue or other pre-emptive

share offering by the Company; or (f) certain other limited exceptions.

Senior Management lock-up

Certain members of Senior Management, comprising Andrew Robertson, Mark Preston, John

Petticrew and Mohamed Antar, have also agreed that, subject to certain exceptions described in the

paragraph below, during a period of 360 days from Admission, he or she shall not, without the prior

197

written consent of each of the Joint Global Co-ordinators, directly or indirectly, offer, issue, lend,

mortgage, assign, charge, pledge, sell or contract to sell, issue options in respect of, or otherwise

dispose of, directly or indirectly, or announce an offering or issue of, any Ordinary Shares (or any

interest therein or in respect thereof) or any other securities exchangeable for or convertible into, orsubstantially similar to, Ordinary Shares or enter into any transaction with the same economic effect

as, or agree to do, any of the foregoing, save that the above restrictions shall not apply in respect of

Ordinary Shares issued pursuant to the grant or exercise of options under share option schemes

described in this Prospectus.

The restrictions to which these members of Senior Management are subject shall not prohibit them

from: (a) accepting a general offer made to all holders of issued and allotted Ordinary Shares for the

time being made in accordance with the City Code; (b) executing and delivering an irrevocable

commitment or undertaking to accept a general offer as referred to in sub-paragraph (a) above; (c)

selling or otherwise disposing of Ordinary Shares pursuant to any offer by the Company to purchase

its Ordinary Shares; (d) transferring or disposing of Ordinary Shares pursuant to a compromise orarrangement between the Company and its creditors in accordance with the Act; (e) taking up rights

granted in respect of a rights issue or other pre-emptive share offering by the Company; or (f) certain

other limited exceptions.

Stock Loan Agreement

In connection with the Over-allotment Option, the Stabilising Manager has entered into the stock

loan agreement with GICI (the ‘‘Stock Loan Agreement’’), pursuant to which the StabilisingManager, on Admission, will be able to borrow up to a maximum of 15 per cent. of the total

number of Shares comprised in the Offer for the purpose, among other things, of allowing the

Stabilising Manager to settle, at Admission, over-allotments, if any, made in connection with the

Offer. If the Stabilising Manager borrows any Shares pursuant to the Stock Loan Agreement, it will

be required to return equivalent securities to GICI in accordance with the terms of the Stock Loan

Agreement.

Relationship Agreement

Please see ‘‘– Relationship with the Principal Shareholders’’.

Loan arrangements

On 5 June 2013, the Company’s subsidiary in Abu Dhabi, Gulf Marine Services Company WLL,

entered into a Shari’a-compliant syndicated financing arrangement, co-ordinated by ADIB. In

preparation for the Listing, those financing arrangements were amended and restated on 11 February

2014, and were further novated on 4 March 2014, such that as at the date of Admission the principalborrower under those facilities will be the Company’s wholly owned subsidiary in the UAE, Gulf

Marine Middle East FZE.

On Admission, the total committed facilities will be U.S.$410,000,000, consisting of U.S.$260,000,000


uncommitted capex facilities of U.S.$70,000,000, and a separate U.S.$40,000,000 working capital

facility provided on a bilateral basis by ADIB, each paying a profit rate of LIBOR + 4.10 per cent.

per annum and having a final maturity date of 4 June 2019.

Among other things, the terms of the New Bank Facility limit permitted additional secured

indebtedness to U.S.$60,000,000; impose a negative pledge over the Group’s assets; and limit the sale,

transfer or disposal of assets beyond a limited amount, in each case without the consent of the

Financiers. There are no limitations on capex spend (although the capex facilities must be used for

the expansion of the Group’s business), and dividends are freely permitted (unless there is an actualand outstanding financial covenant or payment default). There are no mandatory cash sweeps towards

the debt; the facilities are currently amortising (approximately 10 per cent. in aggregate in 2013 and

2014, 10 per cent. in 2015, 15 per cent. in 2016 and 2017, 17.5 per cent. in 2018), with a balloon at

final maturity of around 30 per cent. of the total facilities.

All members of the Group are guarantors and have provided security over their material assets as

collateral for this financing (including mortgages over the group’s ships).

The Shari’a structure used for the financing is an Ijara (a sale and leaseback arrangement) in respect

of the Group’s ships. This structure does not limit the use of the ships by the Group in the operation

of its business.

198

Related Party Agreements

Details of related party transactions entered into by members of the Group during the period covered

by the financial information and up to the date of this Prospectus are set out in note 26 to theHistorical Financial Information contained in Section B of Part XIII: ‘‘Historical Financial

Information’’. See also ‘‘– Relationship with the Principal Shareholders’’ and Part V: ‘‘Our Business –

Property’’.

In addition, in order to protect the Company’s rights and seek to ensure that it will have the fullbenefit of the operating businesses under GCI LLC, and as part of the Group’s corporate structure,

the Nominee Agreements were entered into, and witnessed, between (i) the Nominee, GCI LLC, and

Jerseyco, and (ii) between Nominee, GCI LLC and Jersey Subholdco. See Part VII: ‘‘The Group’s

Corporate Structure’’ for further details on each of these agreements.

Save as set out above, and for the related party transactions set out in the financial information innote 26 to the combined financial information contained in Part XIII: ‘‘Historical Financial

Information’’ and the information contained in Part V: ‘‘Our Business – Property’’, there are no

related party transactions that were entered into during the period covered by the Historical Financial

Information and during the period from 31 December 2013 to 13 March 2014 (the latest practicable

date prior to the publication of this document).

Litigation

There are no governmental, legal or arbitration proceedings (including any such proceedings whichare pending if threatened or which the Group is aware) during the 12 months preceding the date of

this Prospectus, nor any regulatory actions imposed within the three years preceding the date of this

Prospectus, which may have, or have had, a significant effect on the Company’s or the Group’s

financial position or profitability.

Principal Subsidiaries

The Company is the holding company of the Group. The following table shows details of the

Company’s significant subsidiaries. The issued share capital of each of these companies is fully paidand each will be included in the consolidated accounts of the Group.

Name

Country of

incorporation

and registered

office

Percentage

of shares

held as at

13 March

2014

Nature of business

GMS Jersey Holdco 1 Limited..................... Jersey 100% Holding Company

GMS Jersey Holdco 2 Limited..................... Jersey 100% Holding CompanyGulf Marine Middle East FZE .................... Hamriyah

Free Zone

(UAE)

100% Vessel operator

GMS Global Commercial Investments LLC Abu Dhabi 49% Holding Company

Gulf Marine Services Company WLL.......... Abu Dhabi 100% Marine contractors

Mena Marine Limited .................................. Cayman

Islands

100% General investment and

trading

Offshore Holding Invt SA ............................ Panama 100% Holding CompanyOffshore Logistics Invt SA ........................... Panama 100% Owner of Barge ‘‘Naashi’’

Offshore Equipment Invt SA........................ Panama 100% Operator of offshore barges

Offshore Navigation Invt SA ....................... Panama 100% Operator of offshore barges

Offshore Workboat Invt SA......................... Panama 100% Operator of offshore barges

Offshore Production Invt SA ....................... Panama 100% Operator of offshore barges

Offshore Accommodation Invt SA............... Panama 100% Owner of ‘‘Khawla 181’’

Offshore Jack-up Invt SA............................. Panama 100% Owner of Barge

‘‘Kamikaze’’Offshore Computer Invt SA ......................... Panama 100% Ownership of computer

equipment

Offshore Craft Invt SA................................. Panama 100% Owner of Barge ‘‘GMS

Endeavour’’

Offshore Structure Invt SA .......................... Panama 100% Owner of Barge ‘‘Kikuyu’’

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Name

Country of

incorporation

and registered

office

Percentage

of shares

held as at

13 March2014

Nature of business

Offshore Maritime Invt SA .......................... Panama 100% Owner of ‘‘Helios’’

Offshore Tugboat Invt SA............................ Panama 100% Owner of ‘‘Atlas’’

Offshore Boat Invt SA ................................. Panama 100% Owner of Barge ‘‘Kawawa’’

Offshore Kudeta Invt SA ............................. Panama 100% Owner of Barge ‘‘Kudeta’’

Offshore Endurance Invt SA........................ Panama 100% Owner of Barge

‘‘Endurance’’GMS GP Management Limited ................... Cayman

Islands

100% General investment and

trading

Gulf Marine Services (UK) Limited............. United

Kingdom

100% Operator of offshore barges

Gulf Marine Saudi Arabia Limited.............. Saudi Arabia 60% Operator of offshore barges

Gulf Marine Services (Asia) Pte. Ltd. .......... Singapore 100% Operator of offshore barges

Properties, Investments, Assets

The Group leases the property on which its construction and logistical base and offices are located in

Musaffah, Abu Dhabi pursuant to a three-year lease (which is standard for the region) at a rate of

U.S.$300,000 per year, that will expire in 2016. The Group owns the buildings and equipment located

on its site in Musaffah. The Group established its operations there in 1977 and has renewed its lease

periodically since then. The Group also has offices in Aberdeen which are leased through 2016.

As at the date hereof, all material operating properties are leased. As at the date hereof, the Group

does not own any real property that is material either in relation to its asset base or that is used in

any of its material operations. See ‘‘– Material Contracts’’. The table below summarises the key terms

of the lease agreements for the Group.

Facility

Approximate

Size

Expiry of

Lease Landlord

Rent

(annual)

Renewal Provisions

(all leases)

Termination Provisions (all

leases)

(sq. m)

Mussafah

Base, Area 1

e, Mousafah

Industrial

Area

22,800 August

2016

Abu Dhabi

National Oil

Company

AER

1,026,000

Renewal on condition

that the lessee complies

with the general terms of

the lease

1. Breach of lessee

obligations or conditions

and subject to at least one

month notice to correct

such breach

2. Failure of lessor to

observe its covenants,

subject to 90 days’ notice

and continuing default of

the lessor

Unit 36,

Abercrombie

Court,

Westhill,

Aberdeen

205.5 May 2017 Gladman

Developments

Limited

GBP 39,726 1. ‘‘Tacit relocation’’ –

implied or constructive

renewal of lease, up to a

maximum of 1 year and

on a year-to-year basis, if

notice is not given in good

time

2. Statutory or other

reasons

1. Damage or destruction

of property where it is

impractical to reinstate

and upon the landlord

giving notice

2. Damage to the property

by an insured risk and the

tenant giving 20 working

days’ notice

3. ‘‘Irritancy’’ – once a

period of 14 working days

has elapsed without the

tenant being able to pay

its annual rent or comply

with any of the lease

conditions or provisions

or becomes insolvent,

dissolved or has a judicial

factor appointed, but

subject to certain

exceptions

200

The Group operates nine high specification SESVs, one floating accommodation barge and two

AHTS vessels. The Group owns seven of its SESVs, its floating accommodation barge and AHTS

vessels through subsidiaries in Panama and leases the remaining two SESVs through finance leases

with Navtech. Further details can be found at Part V: ‘‘Our Business – Our Fleet’’.

Working Capital

In the opinion of the Company, taking into account the net proceeds of the Offer receivable by the

Company, the working capital available to the Group is sufficient for the Group’s presentrequirements, which is for the next 12 months following the date of this document.

No Significant Change

There has been no significant change in the financial or trading position of the Group since

31 December 2013, the date to which the annual financial information for the Group in Section B ofPart XIII: ‘‘Historical Financial Information’’ was prepared.

Consents

Deloitte LLP has given and has not withdrawn its written consent to the inclusion in this Prospectusof its reports in Section A of Part XIII: ‘‘Historical Financial Information’’ and in Section A of Part

XIV: ‘‘Unaudited Pro Forma Financial Information and the references thereto in the form and context

in which they are included and has authorised the contents of those parts of this document which

comprise its reports for the purposes of Rule 5.5.3R(2)(f) of the Prospectus Rules. As the offered

Shares have not been and will not be registered under the Securities Act, the Auditors have not filed

and will not be required to file a consent under the Securities Act.

Douglas-Westwood Ltd. has given and has not withdrawn its written consent to the inclusion of

market data, statistics and information which have been extracted without material adjustment from

the Douglas-Westwood Ltd. Report in Part V: ‘‘Our Business’’ and Part VI: ‘‘Industry Overview’’ and

has authorised the inclusion of such extracted market data, statistics and information in those parts

of this Prospectus for the purposes of Rule 5.5.3R(2)(f) of the Prospectus Rules.

Miscellaneous

(a) The expenses of the Offer and Admission, whether incidental or otherwise, payable by the

Company, including the London Stock Exchange fee, the FCA’s listing fee, professional fees and

the costs of preparation, printing and distribution of documents, are estimated to amount toapproximately £6.0 million (exclusive of recoverable VAT).

(b) Each Share will be offered at a premium of approximately £1.25 to its nominal value of £0.10each.

(c) No Shares have been marketed to, nor are available for purchase in whole or in part by, the

public in the United Kingdom or elsewhere in conjunction with the Offer. This document doesnot constitute an offer or the solicitation of an offer to the public in the United Kingdom to

subscribe for or buy any securities in the Company or any other entity.

(d) There are no arrangements in existence under which future dividends are to be waived or agreed

to be waived.

(e) The information set out in this Prospectus that has been sourced from third parties has beenaccurately reproduced and, so far as the Company is aware and has been able to ascertain from

that published information, no facts have been omitted which would render the reproduced

information inaccurate or misleading. Where third party information has been used in this

Prospectus, the source of such information has been identified.

Takeover bids

The City Code is issued and administered by the Panel on Takeovers and Mergers (the ‘‘Takeover

Panel’’). The Company is subject to the City Code and therefore its Shareholders are entitled to the

protections afforded by the City Code.

Mandatory bids

Rule 9 of the City Code provides that, except with the consent of the Takeover Panel, when: (a) any

person acquires, whether by a series of transactions over a period of time or not, an interest in shares

which (taken together with shares in which persons acting in concert with him are interested) carry 30

201

per cent. or more of the voting rights of a company; or (b) any person, together with persons acting

in concert with him, is interested in shares which in the aggregate carry not less than 30 per cent. of

the voting rights of a company but does not hold shares carrying more than 50 per cent. of such

voting rights and such person, or any person acting in concert with him, acquires an interest in anyother shares which increases the percentage of shares carrying voting rights in which he is interested,

then, in either case, that person, together with the person acting in concert with him, is normally

required to extend offers in cash, at the highest price paid by him (or any persons acting in concert

with him) for shares in the company within the preceding 12 months, to the holders of any class of

equity share capital, whether voting or non-voting, and also to the holders of any other class of

transferable securities carrying voting rights.

Squeeze-out

Under the Companies Act, if a takeover offer (as defined in section 974 of the Companies Act) is

made for the Shares and the offeror were to acquire, or unconditionally contract to acquire, not less

than 90 per cent. in value of the shares to which the takeover offer relates (the ‘‘Takeover Offer

Shares’’) and not less than 90 per cent. of the voting rights attached to the Takeover Offer Shares

within three months of the last day on which its offer can be accepted, it could acquire compulsorily

the remaining 10 per cent. It would do so by sending a notice to outstanding shareholders telling

them that it will acquire compulsorily their Takeover Offer Shares and then, six weeks later, it wouldexecute a transfer of the outstanding Takeover Offer Shares in its favour and pay the consideration

to the Company, which would hold the consideration on trust for outstanding shareholders. The

consideration offered to the shareholders whose Takeover Offer Shares are acquired compulsorily

under the Companies Act must, in general, be the same as the consideration that was available under

the takeover offer.

Sell-out

The Companies Act also gives minority shareholders a right to be bought out in certain circumstances

by an offeror who has made a takeover offer. If a takeover offer related to all the Shares and, at any

time before the end of the period within which the offer could be accepted, the offeror held or had

agreed to acquire not less than 90 per cent. of the Shares to which the offer relates, any holder of

Shares to which the offer related who had not accepted the offer could by a written communication

to the offeror require it to acquire those Shares. The offeror is required to give any shareholder

notice of his right to be bought out within one month of that right arising. The offeror may impose

a time limit on the rights of the minority shareholders to be bought out, but that period cannot endless than three months after the end of the acceptance period. If a shareholder exercises his or her

rights, the offeror is bound to acquire those Shares on the terms of the offer or on such other terms

as may be agreed.

Documents Available for Inspection

Copies of the following documents are available for inspection during usual business hours on any

weekday (Saturdays, Sundays and public holidays excepted) for the life of this Prospectus at the

offices of Linklaters LLP at One Silk Street, London EC2Y 8HQ:

(a) the Articles;

(b) the reports from Deloitte LLP which are set out in Section A of Part XIII: ‘‘Historical Financial

Information’’ and in Section A of Part XIV: ‘‘Unaudited Pro Forma Financial Information’’;

(c) the Douglas-Westwood Ltd. Report;

(d) the letters of consent referred to in the paragraph ’’Consents’’ above; and

(e) this Prospectus.

Dated: 14 March 2014

202

PART XVIII: DEFINITIONS

The following definitions apply throughout this document unless the context requires otherwise:

£ or pounds sterling The lawful currency of the United Kingdom.

2010 PD Amending Directive The 2010 EU directive which amended the Prospectus Directive(2010/73/EU).

Abu Dhabi The Emirate of Abu Dhabi.

Abu Dhabi Operations The Group’s operations subject to the Ownership Requirement.

Adjusted EBITDA Profit for the year, plus taxation charge for the year, depreciation of

property, plant and equipment, amortization of intangibles and dry

docking expenditure, management fee, write-off of asset, IPO/trade

sale costs, share appreciation rights, net finance cost, foreign

exchange loss, net and loss on sale of asset; minus miscellaneous

income and any one-off or non-recurring costs.

Adjusted EBITDA margin Adjusted EBITDA divided by revenue.

Adjusted gross profit Gross profit minus vessel depreciation and amortisation of drydock

costs.

Admission The admission of the Shares to the Official List and to trading onthe London Stock Exchange’s main market for listed securities

becoming effective in accordance with, respectively, the UK Listing

Rules and the Admission and Disclosure Standards.

ADCB Abu Dhabi Commercial Bank PJSC.

ADIB Abu Dhabi Islamic Bank PJSC.

AED The lawful currency of the United Arab Emirates.

APAC Asia Pacific region.

Articles of Association or Articles The articles of association of the Company which were adopted,

conditional on Admission, by special resolution, passed on

5 February 2014.

Audit and Risk Committee The audit and risk committee of the Board.

Auditors Deloitte LLP.

Banks The Joint Bookrunners, together with the Co-Lead Manager.

Barclays Barclays Bank PLC.

Board of Directors The board of directors of the Company.

BofA Merrill Lynch Merrill Lynch International.

CAGR Compound annual growth rate.

Cash Conversion Ratio Cash from operations divided by Adjusted EBITDA.

CEO The Group’s Chief Executive Officer, Duncan Anderson.

CFO The Group’s Chief Financial Officer, John Brown.

Chairman The chairman of the Company, Simon Heale.

City Code The UK City Code on Takeover and Mergers (as amended from

time to time).

Closing Date 19 March 2014.

Co-Lead Managers ADCB and ADIB.

Companies Act The UK Companies Act 2006, as such act may be amended,

modified or re-enacted from time to time.

Company Gulf Marine Services PLC.

Concealment Law The UAE Federal Law No. 17 of 2004 Regarding Commercial

Concealment.

COO The Group’s Chief Operating Officer, Denis Jul Pedersen.

203

CREST The UK-based system for the paperless settlement of trades in listed

securities, of which CRESTCo Limited is the operator.

CREST Regulations The Uncertificated Securities Regulations 2001 (SI 2001/3755).

Directors The Executive Directors and Non-Executive Directors of the

Company.

Disclosure and Transparency Rules The disclosure rules and transparency rules produced by the FCA

and forming part of the handbook of the FCA through which amanager derives its status as an authorised person under the FSMA

of rules and guidance, as, from time to time, amended.

Douglas-Westwood Ltd. Report The report prepared by Douglas-Westwood Ltd., a global

consultancy and services organisation focused on the energy and

oil field services industries, for the Company dated 20 December

2013.

EBIT Earnings before interest and tax.

EBITDA Earnings before interest, tax, depreciation and amortisation.

Emirate An emirate of the UAE.

EU The European Union.

Euro The lawful currency introduced at the start of the third stage of the

European Economic and Monetary Union pursuant to the Treaty

establishing the European Community, as amended.

Euroclear Euroclear UK and Ireland Limited, the operator (as defined in theCREST Regulations) of CREST.

European Economic Area or EEA The EU, Iceland, Norway and Liechtenstein.

Exchange Act The United States Securities Exchange Act of 1934, as amended.

Executive Director The executive directors of the Company.

Existing Shares The Existing Shares in the capital of the Company to be sold as

part of the Offer by the Selling Shareholders.

FCA The UK Financial Conduct Authority.

Financial Adviser N M Rothschild & Sons Limited.

First Arabian First Arabian Corporation LLC.

FSMA The Financial Services and Markets Act 2000, as amended.

GC Gulf Capital P.J.S.C.

GC Equity Partners II GC Equity Partners Fund II, L.P., an institutional fund sponsored

and managed by Gulf Capital and its affiliates.

GCI LLC GMS Global Commercial Investments LLC.

GDP Gross Domestic Product.

GICI Green Investment Commercial Investments LLC.

GMS WLL Gulf Marine Services Company WLL.

Group The Company and its consolidated Group Companies from time totime and, in relation to the period prior to Admission, the

Company and each of the companies and undertakings which

will be subsidiaries or subsidiary undertakings of the Company at

Admission.

Group Company A company within the Group.

Gulf Capital Gulf Capital PJSC, a private joint stock company existing in the

Emirate of Abu Dhabi and having a trade licence no. 1005081.

Gulf Capital Shareholders GICI and Ocean.

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Historical Financial Information The consolidated financial statements of the Group as at and for

the years ended 31 December 2011, 2012 and 2013 contained in

Part XIII: ‘‘Historical Financial Information’’.

HMRC HM Revenue & Customs.


Directors

The independent non-executive directors of the Company within

the meaning of the UK Corporate Governance Code.

IFRS International Financial Reporting Standards, as adopted by the

European Union.

IRS The U.S. Internal Revenue Service.

Jerseyco GMS Jersey Holdco 1 Limited, a company incorporated in Jersey

and a wholly owned subsidiary of the Company.

Jersey Subholdco GMS Jersey Holdco 2 Limited, a company incorporated in Jersey

and a wholly owned subsidiary of GMS Jersey Holdco 1 Limited,

and indirect wholly owned subsidiary of the Company.

Joint Bookrunners BofA Merrill Lynch, Barclays and J.P. Morgan Cazenove.

Joint Global Co-ordinators BofA Merrill Lynch and Barclays.

Joint Sponsors BofA Merrill Lynch and Barclays.

J.P. Morgan Cazenove J.P. Morgan Securities plc (which conducts its UK investment

banking activities as J.P. Morgan Cazenove).

KSA Kingdom of Saudi Arabia.

LIBOR The London Interbank Offered Rate.

Listing Rules The rules relating to admission to the Official List made in

accordance with section 73A(2) of the FSMA.

London Stock Exchange London Stock Exchange plc.

LTIP Gulf Marine Services Long-Term Incentive Plan.

Member States Member states of the EEA.

MENA Middle East and North Africa, including Egypt, the KSA, Qatar,

Tunisia and the UAE.

New Facility The amended and restated credit facility entered into in February

2014.

New Shares New shares in the capital of the Company to be allotted and issued

under the Offer.

Nomination Committee The nomination committee of the Board.

Nominee Gulf Middle East Investments LLC, a limited liability company

incorporated in the emirate of Abu Dhabi, United Arab Emirates

under commercial licence number 1734571 and of P.O. Box 9275,

Dubai, United Arab Emirates.

Nominee Agreements The GCI Nominee Agreement and the GMS WLL Nominee

Agreement, each as further described in Part VII: The Group’s

Corporate Structure.

Non-Executive Directors The non-executive directors of the Company.

Northwest Europe Denmark, Germany, the Netherlands and the United Kingdom.

Ocean Ocean Investments Trading LLC

Offer The offer of New Shares and Existing Shares by the Company to

institutional and other investors in the United Kingdom and

elsewhere described in Part XV: ‘‘Details of the Offer’’.

Offer Price The price at which each Share is to be issued or sold under the

Offer, being 135 pence.

Official List The Official List of the UK Listing Authority.

OPEC The Organisation of Petroleum Exporting Countries.

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Ordinary Shares The ordinary shares in the capital of the Company, issued and to be

issued, to be admitted to the premium listing segment of the Official

List and to the London Stock Exchange’s main market for listed

securities.

Over-allotment Option The option granted to the Stabilising Manager by the Over-

allotment Shareholders to purchase, or procure purchasers for, up

to 18,317,849 additional Shares, as more particularly described in

Part XV: ‘‘Details of the Offer’’.

Over-allotment Shareholders Green Investment Commercial Investments LLC, Horizon Energy

LLC and Al Ain Capital LLC.

Over-allotment Shares The Shares to be offered pursuant to the Over-allotment Option.

Ownership Requirement A foreign person or entity may only own up to 49 per cent. of the

shares of a company incorporated under the UAE Companies Law.

PFIC A passive foreign investment company for U.S. federal income tax

purposes.

PRA The Prudential Regulation Authority.

Principal Shareholders Gulf Capital Shareholders, Horizon Energy LLC and Al Ain

Capital LLC.

Pro Forma Financial Information Pro forma financial information which has been extracted without

material adjustment from the unaudited pro forma financial

information contained in Part XIV: ‘‘Unaudited Pro Forma

Financial Information’’.

Prospectus This document, which constitutes the prospectus used in

connection with the application for admission by way of a

premium segment of the Official List of the FCA and admission

to trading on the London Stock Exchange’s main market for listed

securities.

Prospectus Directive The EU Prospectus Directive (2003/71/EC), including any relevant

implementing measure in each member state of the European

Economic Area that has implemented Directive 2003/71/EC.

Prospectus Rules The rules for the purposes of Part VI of the FSMA in relation to

offers of securities to the public and the admission of securities to

trading on a regulated market.

qualified institutional buyers or

QIBs

Has the meaning given by Rule 144A under the Securities Act.

Registrar Equiniti.

Regulation S Regulation S under the Securities Act.

Relevant Member State A Member State which has implemented the Prospectus Directive.

Remuneration Committee The remuneration committee of the Board.

Return on Capital (revenue less direct operating expenditure, excluding depreciation)

= gross profit/vessel cost base.

ROIC Return on invested capital calculated as (EBIT 6 (1 – effective tax

rate))/total assets – current liabilities – cash and cash equivalents).

Effective tax rate = (taxes/profit before taxes).

Rothschild N M Rothschild & Sons Limited.

Rule 144A Rule 144A under the Securities Act.

SEC The United States Securities and Exchange Commission.

Securities Act The United States Securities Act of 1933, as amended.

Selling Shareholders The Gulf Capital Shareholders, Horizon Energy LLC and Al Ain

Capital LLC.

206

Senior Management Members of the Company’s management team, details of whom are

set out in Part VIII: ‘‘Directors, Senior Management and Corporate

Governance’’.

Shareholders The holders of Shares in the capital of the Company.

Shares The Existing Shares and the New Shares to be sold in the Offer.

Southeast Asia or SEA Brunei, China, India, Indonesia, Malaysia, Myanmar and

Thailand.

Stabilising Manager BofA Merrill Lynch.

subsidiary Has the meaning given to it in section 1159 of the Companies Act

2006 and includes Group Companies included in the consolidated

financial statements of the Group from time to time.

Takeover Panel or Panel The Panel on Takeovers and Mergers.

UAE The United Arab Emirates, a federation of seven Emirates made up

of Abu Dhabi, Dubai, Sharjah, Ajman, Umm Al Quwain, Fujairah

and Ras Al Khaimah.

UAE Companies Law The Commercial Companies Law of the UAE.

UAE Federal Government The federal government of the UAE.

UK Corporate Governance Code The UK Corporate Governance Code published by the Financial

Reporting Council in September 2012.

UK Listing Authority or UKLA The FCA in its capacity as the competent authority for the

purposes of Part VI of the FSMA.

UK Listing Rules The rules relating to admission to the Official List made in

accordance with section 73A(2) of the FSMA.

Underwriting Agreement The underwriting agreement expected to be entered into between

the Company, the Directors, the Selling Shareholders and the Joint

Bookrunners described in Part XVII: ‘‘Additional Information –

Underwriting Agreement’’.

United Arab Emirates or UAE The United Arab Emirates.

United Kingdom or UK The United Kingdom of Great Britain and Northern Ireland.

United States or U.S. The United States of America, its territories and possessions, any

State of the United States of America, and the District of

Columbia.

U.S. Holder A beneficial owner of Shares that is, for U.S. federal income tax

purposes, (i) an individual citizen or resident of the United States,

(ii) a corporation created or organised under the laws of the UnitedStates or any state thereof, (iii) an estate the income of which is

subject to U.S. federal income tax without regard to its source or

(iv) a trust if a court within the United States is able to exercise

primary supervision over the administration of the trust and one or

more U.S. persons have the authority to control all substantial

decisions of the trust, or the trust has elected to be treated as a

domestic trust for U.S. federal income tax purposes.

U.S.$, $ or U.S. dollars The lawful currency of the United States.

VAT Value added tax.

West Africa or WA Angola, Cameroon, Gabon and Nigeria.

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PART XIX: GLOSSARY

This glossary contains explanations of certain terms used in this Prospectus that relate to our business

and the industry in which we operate. These terms and their meanings may not always correspond to

standard industry meaning or usage of these terms.

ABS American Bureau of Shipping.

ADEA Abu Dhabi Environment Agency.

ADMA-OPCO Abu Dhabi Marine Operating Company, a subsidiary of ADNOC.

ADNOC Abu Dhabi National Oil Company.

AHTS Anchor Handling Tug Support.

Bollard pull The pulling force of a vessel.

Brownfield project A project involving the upgrade or modification of existing

operations.

BSI British Standards Institution.

Capex-led Activities Greenfield projects, engineering, procurement and construction

activities, installation and decommissioning with respect to both oiland gas and offshore renewable energy projects and, with respect to

EOR activities, water injection and gas injection.

Crane vessel A vessel fitted with a crane specialising in lifting heavy objects.

Daily messing rate The rate charged to a client for catering services.

Derrick barge A barge fitted to lift large, heavy objects onto offshore platforms.

DP2 A computerised dynamic positioning system which maintains vessel

position by using its own propellers and thrusters.

E&P Exploration and production.

EOR Enhanced oil recovery.

EPC Engineering, procurement and construction.

EWEA European Wind Energy Association.

GoM U.S. Gulf of Mexico.

GPS Global Positioning System.

Greenfield projects A project involving the wholesale construction of operations and

infrastructure.

GW Gigawatt.

HSE Health, Safety and Environment.

IEA International Energy Agency.

IOCs International Oil Companies.

ISO International Organisation for Standardisation.

Jacking speed The speed at which the legs of a vessel can be extended above or

below the hull.

Jacking towers Steel towers on a vessel used for heavy lifting.

Jack-up drilling rigs Drilling rigs fitted with support legs used to raise or lower the

vessel.

Knock-for-knock An indemnity provision whereby both parties to a contract agree tobe responsible for injuries or damages to their own property and

personnel.

Large SESV(s) or Large vessel(s) Our E-class vessels.

Leg jacking system The system controlling elevation of a vessel on its legs.

Mid-Size SESV(s) or Mid-Size

vessel(s)

Our S-class vessels.

mmbpd Millions of barrels per day.

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mmboed Million barrels of oil equivalent per day.

MOU Mobile Offshore Unit.

MW Megawatt.

NOCs National Oil Companies.

NPCC National Petroleum Construction Company.

O&M Topside Operations and Maintenance.

OEMs Original equipment manufacturer.

OFS Oilfield Services.

Opex-led Activities Brownfield projects, operations, maintenance and modifications,

with respect to both oil and gas and offshore renewable energy

projects, as well as well-servicing retrofit or upgrade activities with

respect to oil and gas assets. These activities are typically funded

out of our clients’ operating budgets.

OSV Offshore support vessel.

POB Persons on board.

Pre-load The process of bringing a vessel’s legs down to the seabed in

alternating pairs in order to stabilise the vessel prior to jacking up.

Propulsive redundancy A safety feature which maintains a minimum vessel speed in the

event of propulsion failure.

Punch-through The failure of the seabed to support the weight of the vessel.

SEP Self-Elevating Platform.

SESV Self-Elevated Support Vessel.

Small SESV(s) or Small vessel(s) Our K-class vessels.

SNAME Society of Naval Architects and Marine Engineers.

Spud can The base of a platform leg which is designed to spread the vessel’s

weight and reduce punch-through risk.

STCW Standards of Training, Certification and Watchkeeping.

T/Cs Time charter contracts.

Topside module Components of a vessel above the waterline.

WTIV Wind turbine installation vessel.

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imprima — C109603