Offer Document Posted

RNS Number:0421P
Fairfax I.S. PLC
29 February 2008



RNS Number:

Global Marine Energy plc

29th February, 2008


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM AUSTRALIA, CANADA, JAPAN, THE UNITED STATES, OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF THE RELEVANT
JURISDICTION


FOR IMMEDIATE RELEASE


                             RECOMMENDED CASH OFFER

                                      FOR

                        GLOBAL MARINE ENERGY plc ("GME")

                                       BY

                       TSC OFFSHORE GROUP LIMITED ("TSC")


              (formerly known as EMER International Group Limited)


On 19 October 2007 TSC announced the terms of a recommended cash offer to be
made by TSC for the whole of the issued and to be issued share capital of GME.
On 6 November 2007 TSC announced that the initial offer price of 13.0 pence in
cash per GME Share was to be increased to 16.0 pence in cash per GME Share. TSC
further announced on 16 November 2007 that, with the agreement of GME and the
consent of

the Takeover Panel, the posting of the Offer Document had been delayed until
nearer the date of the general meeting of TSC required to approve the Offer.


TSC announces that the Offer Document and Form of Acceptance relating to the
Offer have been posted to GME Shareholders today. TSC has also today posted to
TSC shareholders a circular convening the general meeting of TSC to approve the
Offer, which will take place on 17 March 2008.


The Offer will be open for acceptance until 1.00 p.m. on 21 March 2008 (unless
the period for acceptance is extended by TSC).


GME shareholders should note that if TSC receives acceptances under the Offer in
respect of, and/or otherwise acquires, 75 per cent. or more of the voting rights
of the GME Shares, and if all other conditions of the Offer have been satisfied
or waived (to the extent that they are capable of being waived), TSC intends to
procure that GME applies for the cancellation of admission to trading of GME
Shares on AIM. It is expected that such cancellation will, subject to the
requirements of the London Stock Exchange (including but not limited to the
Rules of the London Stock Exchange) and the AIM Rules, take effect no earlier
than 20 business days after TSC has acquired or agreed to acquire 75 per cent.
or more of the voting rights attached to GME Shares. The AIM Rules state that,
unless the London Stock Exchange agrees otherwise, the cancellation is
conditional upon the consent of not less than 75 per cent. of votes cast by GME
Shareholders in general meeting. TSC intends to procure that GME requests that
the London Stock Exchange waives this requirement.


The full terms and conditions of the Offer (including details of how the Offer
may be accepted) are set out in the Offer Document and the Form of Acceptance
accompanying the Offer Document.


Copies of the Offer Document and the Form of Acceptance will be available for
collection during normal business hours on any weekday (Saturdays, Sundays and
public holidays excepted) from Fairfax at 46 Berkeley Square, London W1J 5AT and
from Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU, while the Offer remains open for acceptance.


Terms used in this announcement shall have the same meaning given to them in the
Offer Document.


Contact:


Fairfax I.S. PLC (advisors to TSC)

Omar Bayoumi /Simon Stevens:               +44 (0)20 7598 5368


Fairfax I.S. PLC which is authorised and regulated in the United Kingdom by the
Financial Services Authority for investment business, is acting exclusively for
TSC and for no-one else in relation to the proposed Offer and is not acting for
any other person in relation to the proposed Offer. Fairfax will not be
responsible to anyone other than TSC for providing the protections afforded to
its clients or for providing advice in relation to the proposed Offer, the
contents of this announcement or any offer or arrangement referred in this
announcement.


Dealing disclosure requirements


Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in one per cent or more of any class of
"relevant securities" of GME, all "dealings" in any "relevant securities" of GME
(including by means of an option in respect of, or a derivative referenced to,
any such "relevant securities") must be publicly disclosed by no later than 3.30
p.m. (London time) on the business day following the date of the relevant
transaction. This requirement will continue until the date on which the Offer
becomes, or is declared, unconditional as to acceptance, lapses or is otherwise
withdrawn or on which the "Offer Period" otherwise ends. If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of GME they will be
deemed to be a single person for the purpose of Rule 8.3 of the Code.


Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of GME by TSC or GME or by any of their respective "associates" must
be disclosed by no later than noon (London time) on the business day following
the date of the relevant transaction.


A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.


"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.


Terms in quotation marks in the preceding paragraphs under the heading "Dealing
disclosure requirements" are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8 of the Code, you should consult the Panel.


This announcement is not intended to and does not constitute, or form any part
of, an offer or an invitation to purchase or sell any securities or the
solicitation of an offer to purchase any securities in any jurisdiction pursuant
to the Offer or otherwise.




                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
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