LAM.L Regulatory News (LAM)

This ANnouncement (and the information contained herein) is RESTRICTED AND IS not for release, publication, distribution or forwarding, directly or indirectly, in whole or in part, in, into or from the United States, Australia, Canada, Japan or THE REPUBLIC OF south africa or any other jurisdiction where to do so MIGHT constitute a violation of the relevant SECURITIES laws of such jurisdiction.

19 May 2011

LAMPRELL PLC("Lamprell" or the "Company")

Proposed Recommended Acquisition of Maritime Industrial Services Co. Ltd. Inc. for NOK 38 per share ("the Acquisition")

Fully underwritten 3 for 10 Rights Issue to raise approximately £139.4 million ("the Rights Issue")

Further to the announcement of 7 April 2011, Lamprell (ticker: LAM), a leading provider of specialist engineering services to the international oil & gas and renewables industry, is pleased to announce the proposed recommended acquisition of all the issued and to be issued shares of Maritime Industrial Services Co. Ltd. Inc. ("MIS") for a total consideration of NOK 1,869 million (£208.1 million; US$336.1 million) which values each MIS Share at NOK 38 per share.

MIS, with its principal operations based in Sharjah in the UAE, is a diversified engineering and contracting group focused on the energy sector. It offers a range of engineering and contracting services to the oil, gas and energy industry spanning the hydrocarbons delivery chain, from exploration drilling through to delivery to downstream customers. MIS operates primarily in the UAE, Kuwait and Saudi Arabia and divides its operations into six main business lines, including: new build, upgrade and refurbishment, EPC services, fabrication, H2S safety services and technical services. For the financial year ended 31 December 2010, MIS recorded profit before tax of US$37.1 million and, as at 31 March 2011, MIS had gross assets of US$351.6 million.

Lamprell also announces today a fully underwritten 3 for 10 Rights Issue, at a price of 232 pence per share, to raise gross proceeds of £139.4 million (US$225.1 million) and approximately £132.0 million (US$213.2 million) net of expenses. Lamprell proposes to fund the Acquisition through a mixture of equity (by way of the Rights Issue), debt (principally through a new US$150 million term loan facility) and from existing cash resources.

Lamprell has also separately announced today its IMS statement for the period 1 January 2011 to 18 May 2011.

Acquisition highlights

The Board believes that the Acquisition offers significant benefits and opportunities, including:

·; Providing complementary business areas, particularly in onshore service offerings

·; Enhancing in-house engineering capabilities

·; Adding extra capacity and resources

·; Adding a number of established businesses in target geographies

·; Providing an enlarged customer base with a wider service offering

·; Consolidating Lamprell's position as a regional market leader in the rig market

·; Achieving cost and revenue synergies between two highly complementary businesses

Lamprell expects the Acquisition when partially financed by the Rights Issue to enhance substantially Lamprell's earnings per Ordinary Share (adjusted for the discount element of the Rights Issue) in the first full financial year post-acquisition. Lamprell also anticipates that the return on invested capital in the first full year of ownership will at least match Lamprell's cost of capital and exceed it thereafter.

Lamprell, through Lamprell Investments, is making the voluntary offer in accordance with the Norwegian Securities Trading Act. The board of directors of MIS has unanimously recommended the Voluntary Offer to the MIS Shareholders. Certain MIS Shareholders representing approximately 81.50 per cent. of the existing issued ordinary share capital of MIS have irrevocably undertaken to accept the Voluntary Offer in respect of the MIS Shares held by them.

Lamprell Holdings Limited, which holds Ordinary Shares representing approximately 33.12 per cent. of the ordinary share capital of the Company, has irrevocably undertaken to vote in favour of the Acquisition Resolution and the Rights Issue Resolutions and has indicated to Lamprell that it intends to take up (or procure the taking up of) its full entitlement to New Ordinary Shares under the Rights Issue.

Commenting on the announcement, Lamprell Chief Executive Officer, Nigel McCue said:

"This transaction represents a significant step for Lamprell in its evolution as we continue to expand both the breadth and depth of our service offering and the geographical range of our customer base.

There is a strong complementary fit between Lamprell and MIS, enabling the enlarged group to pursue new opportunities with enhanced resource and technical competence. In particular, we see real competitive advantage in the companies' combined engineering offering as well as greater access to new business in the downstream and onshore sectors.

We believe that this transaction will rapidly create value for our shareholders and that we can demonstrate the merits of bringing together these two businesses both through new business opportunities and operational and financial synergies."

Commenting on the announcement, MIS Managing Director, Kevin Hudson said:

"This agreement is in the best interests of our shareholders, and the complementary nature of our two businesses provides significant opportunities for the Enlarged Group, and its employees, going forward."

Details of financing and the fully underwritten Rights Issue

Lamprell proposes to fund the Acquisition through a mixture of equity (by way of the Rights Issue), debt (principally through a new US$150 million term loan facility) and from existing cash resources. The Rights Issue, which will be on the basis of 3 New Ordinary Shares for every 10 existing Ordinary Shares held at 6.00 p.m. on the Record Date and at an issue price of 232 pence per share, will raise gross proceeds of £139.4 million (US$225.1 million) and approximately £132.0 million (US$213.2 million) net of expenses.

The issue price of 232 pence per share represents a discount of 34.0 per cent. to the middle market closing price of 351.3 pence per Ordinary Share on 18 May 2011, being the last Business Day before this announcement, and a 28.3 per cent. discount to the theoretical ex-rights price on that date.

Subject to certain conditions, the Rights Issue has been fully underwritten by J.P. Morgan Cazenove, HSBC and Merrill Lynch International ("MLI"). The Rights Issue is being made to all Qualifying Shareholders (other than, subject to certain exemptions, the Excluded Overseas Shareholders) on the register of members of the Company at the close of business on the Record Date.

Enquires:

Lamprell plc +44 (0)207 920 2347

Jonathan Silver, Chairman

Nigel McCue, Chief Executive Officer

Scott Doak, Chief Financial Officer

M:Communications, London

Patrick d'Ancona +44 (0)207 920 2347

Andrew Benbow +44 (0)207 920 2344

J.P. Morgan Cazenove +44 (0)207 588 2828(Financial Adviser to the Acquisition, Sponsor,Global Co-ordinator, Joint Bookrunner and Joint Broker)

Nick Garrett

Shona Graham

Guy Marks

Paul Park

BofA Merrill Lynch +44 (0)207 628 1000(Co-Financial Adviser to the Acquisition,Joint Bookrunner and Joint Broker)

Rupert Hume Kendall

Andrew Osborne

Daniel Barnosky

Ziad Awad (Dubai) +971 (4) 425 8224

HSBC +44 (0)207 991 8888(Co-Financial Adviser to the Acquisition andJoint Bookrunner)

Abbas Merali

Nick Donald

Mark Long

Analyst presentation

Lamprell will be holding a presentation for analysts and investors today, 19 May 2011. The details of the meeting are as follows:

Venue: Offices of M:Communications, 34th Floor, Citypoint, 1 Ropemaker Street, London, EC2Y 9AW

Date & Time: 19 May 2011 at 09.00 a.m. (London time)

An audio replay will be available on the Lamprell website later today.

Expected timetable for the rights issue

Each of the times and dates in the table below is indicative only and may be subject to change.

Notes:

(1) References to times in this document are to London time unless otherwise stated.

(2) The dates set out in the expected timetable above and mentioned throughout this announcement are indicative only and may be adjusted by the Company with the agreement of the Sponsor, in which event details of the new dates will be notified to the FSA, the London Stock Exchange and, where appropriate, Shareholders.

Unless otherwise specified, this announcement contains certain translations of NOK and US$ into amounts in pounds sterling for the convenience of the reader based on the exchange rate of £1.00 = NOK8.9846 and £1.00 = US$1.6152, being the relevant exchange rate on 18 May 2011 (the latest practicable date prior to the release of this announcement). These exchange rates were obtained from Bloomberg.

Important information

The Prospectus relating to the Acquisition and Rights Issue is expected to be published and posted to Shareholders shortly except that, subject to certain exceptions, it will not be posted or sent into any jurisdiction where to do so might constitute a violation of local securities law or regulation, including, but not limited to (and subject to certain exceptions), the United States, Canada, Australia, Japan or the Republic of South Africa.

This announcement is an advertisement. It is not a prospectus. Shareholders should read the whole of the Prospectus and not just rely on the information in this announcement. The Prospectus will give further details of the Nil Paid Rights, the Fully Paid Rights and New Ordinary Shares to be offered pursuant to the Rights Issue.

A copy of the Prospectus, when published, will be available for inspection at the registered office of the Company at Fort Anne, Douglas, Isle of Man, IM1 5PD and at the offices of Ashurst LLP at Broadwalk House, 5 Appold Street, London, EC2A 2HA during usual business hours on any weekday (Saturdays, Sundays and bank holidays excepted). The Prospectus will also be made available on Lamprell's website: www.lamprell.com.

J.P. Morgan Cazenove, which is regulated in the United Kingdom by the FSA, is acting solely for the Company and nobody else and will not regard any other person (whether or not a recipient of this announcement) as a client and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove nor for providing advice in relation to any matter referred to in this announcement or the Prospectus.

HSBC, which is regulated in the United Kingdom by the FSA, is acting solely for the Company and nobody else and will not regard any other person (whether or not a recipient of this announcement) as a client and will not be responsible to anyone other than the Company for providing the protections afforded to clients of HSBC nor for providing advice in relation to any matter referred to in this announcement or the Prospectus.

MLI, which is regulated in the United Kingdom by the FSA, is acting solely for the Company and nobody else and will not regard any other person (whether or not a recipient of this announcement) as a client and will not be responsible to anyone other than the Company for providing the protections afforded to clients of MLI nor for providing advice in relation to any matter referred to in this announcement or the Prospectus.

This announcement shall not constitute an offer to sell or solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The availability of the Rights Issue to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements.

This announcement is an advertisement and does not constitute a prospectus. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any Nil Paid Rights, Fully Paid Rights and/or New Shares must be made only on the basis of the information contained in and incorporated by reference into the Prospectus.

This announcement and any materials distributed in connection with this announcement are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or national of, or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation. Any person into whose possession this announcement or any such materials come should inform themselves about and observe any relevant legal restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters if and when issued in connection with the Rights Issue have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the ''US Securities Act''), or under the applicable securities laws of any state or territory or other jurisdiction of the United States or any province or territory of Canada, Japan, the Republic of South Africa or Australia. Subject to certain exceptions, none of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Provisional Allotment Letters may be offered, sold, taken up, exercised, resold, transferred, renounced or delivered, directly or indirectly, in, into or within the United States (absent an applicable exemption from, the registration requirements of the US Securities Act and in compliance with applicable state law), Canada, Japan, the Republic of South Africa or Australia or in any country, territory or possession where to do so may contravene local securities laws or regulations. The Nil Paid Rights, Fully Paid Rights, New Ordinary Shares and Provisional Allotment Letters offered outside the United States are being offered in offshore transactions within the meaning of and in accordance with Regulation S under the US Securities Act and may not be offered or sold in the United States. There will be no public offer of securities mentioned herein in the United States. Neither this announcement (including and any materials distributed in connection with this announcement) nor any part or copy of it may be transmitted into the United States, its territories or possessions or distributed, directly or indirectly, in the United States, its territories or possessions.

This ANnouncement (and the information contained herein) is RESTRICTED AND IS not for release, publication, distribution or forwarding, directly or indirectly, in whole or in part, in, into or from the United States, Australia, Canada, Japan or THE REPUBLIC OF south africa or any other jurisdiction where to do so MIGHT constitute a violation of the relevant SECURITIES laws of such jurisdiction.

Proposed Recommended Acquisition of Maritime Industrial Services Co. Ltd. Inc. for NOK 38 per share

Fully underwritten 3 for 10 rights issue to raise approximately £139.4 million

1. Introduction

Lamprell announces that it has agreed, through its wholly owned subsidiary, Lamprell Investment Holdings Ltd., to make a voluntary offer under the Norwegian Securities Trading Act to acquire all the outstanding shares of MIS for a total consideration (on a fully diluted basis) of NOK 1,869 million (£208.1 million; US$336.1 million) which values each MIS Share at NOK 38, representing a 26.7 per cent. premium based on the share price of MIS of NOK 30 on 18 May 2011 (being the latest practicable date before the release of this announcement). MIS is a diversified engineering and contracting group with its head office in the UAE which provides a broad range of products and services to the oil, gas and energy sector; MIS is listed on Oslo Børs.

The Board believes that the acquisition of MIS represents an excellent opportunity for Lamprell to strengthen its market position as a leading provider of services to the offshore industry while enhancing its onshore capabilities.

Lamprell proposes to fund the Acquisition through a mixture of equity (by way of the Rights Issue), debt (by way of the Facilities Agreement) and from existing cash resources. The Rights Issue, which will be on the basis of 3 New Ordinary Shares for every 10 existing Ordinary Shares held at 6.00 p.m. on the Record Date and at an issue price of 232 pence per share, will raise gross proceeds of £139.4 million (US$ 225.1 million) and approximately £132.0 million (US$ 213.2 million) net of expenses. The issue price of 232 pence per share represents a discount of 34.0 per cent. to the middle market closing price of 351.3 pence per Ordinary Share on 18 May 2011 (being the last Business Day before the release of this announcement). Subject to the satisfaction of certain conditions, the Rights Issue has been fully underwritten by J.P. Morgan Cazenove, HSBC and MLI (the "Underwriters"). The Rights Issue is being made to all Qualifying Shareholders (other than, subject to certain exemptions, the Excluded Overseas Shareholders) on the register of members of the Company at close of business on the Record Date.

The Acquisition is conditional upon a number of things, including, because it is classified as a class 1 transaction for the purposes of the Listing Rules, the approval of Lamprell shareholders. Lamprell shareholder approval will also be sought, inter alia, for the necessary authorities to issue New Ordinary Shares pursuant to the Rights Issue. Accordingly, a resolution to approve the Acquisition and to seek such authorities will be proposed at an Extraordinary General Meeting of the Company to be held at 12.00 p.m. (UAE time) on 13 June 2011 at Suite 102, City Tower 2, Sheikh Zayed Road, Dubai, United Arab Emirates.

The Rights Issue is conditional, among other things, upon the passing of the Rights Issue Resolutions, Admission, the Underwriting Agreement having become unconditional in all respects (save for the condition relating to Admission having occurred) and not having been terminated in accordance with its terms prior to Admission, and the Facilities Agreement not having lapsed or been terminated prior to Admission. The Rights Issue is not conditional on completion of the Acquisition.

This announcement provides certain details of and background to the Acquisition and the Rights Issue, and explains the reasons why the Board believes that the Acquisition and the Rights Issue are in the best interests of the Company and its Shareholders as a whole. Full details of the Acquisition and the Rights Issue are contained in the Prospectus which will be published by the Company shortly.

2. Summary information on MIS

MIS, with its principal operations based in Sharjah in the UAE, is a diversified engineering and contracting group focused on the energy sector. It offers a range of engineering and contracting services to the oil, gas and energy industry spanning the hydrocarbons delivery chain, from exploration drilling through to delivery to downstream customers.

Established in Dubai in 1979, the MIS business has expanded organically as well as through various acquisitions. MIS was officially listed and trading in its shares commenced on Oslo Børs in 2007.

MIS operates primarily in the UAE, Kuwait and Saudi Arabia with sales also covered in other countries including, India, Iran, Iraq, Kazakhstan, Oman and Qatar. MIS divides its operations into six main business lines, including: new build, upgrade and refurbishment, EPC services, fabrication, H2S safety services and technical services.

For the financial year ended 31 December 2010, MIS recorded profit before tax of US$37.1 million and, as at 31 March 2011, had gross assets of US$351.6 million.

3. Background to and reasons for the Acquisition

Lamprell and MIS are both among the leading engineering and contracting companies servicing the oil, gas and energy sectors in the Arabian Gulf. The Board believes that the Acquisition is an excellent opportunity to broaden Lamprell's capabilities in both the offshore and onshore industries and to provide the Group with a presence in a number of key regional locations. By acquiring MIS's expertise and knowledge in certain related operations that Lamprell does not currently undertake, the Acquisition will also allow Lamprell to broaden the range of services it offers to customers, particularly in relation to the onshore industry.

Rationale for the Acquisition

Lamprell's Board believes that the Acquisition offers significant benefits and opportunities, including:

a) Providing complementary business areas, particularly in onshore service offerings

Lamprell's service offering is predominantly focused on the offshore industry: it is able to construct, modify and refurbish jackup rigs, FPSOs, liftboats, offshore platforms and barges to high specifications for a wide range of customers. However, in recent years Lamprell has also expanded its service offering in both the onshore and renewable energy markets.

Lamprell has provided a growing range of solutions to the onshore industry, most recently evidenced by the Weatherford contract announced on 30 March 2011, for the engineering, construction and delivery of two 3000HP land drilling rigs, with a total contract value of US$41 million.

The acquisition of MIS would significantly enhance Lamprell's service offering to the onshore industry. Not only does MIS have its own land rig division, but it also has particular expertise in the downstream sector of the oil and gas industry and is able to construct and refurbish key refining components, including core pressure vessels and gas compression units. Lamprell believes the onshore market is complementary to its existing service offering and sees a number of opportunities where it can apply its existing capabilities (for example, the offering of inspection services by Inspec) to new customers and markets.

Further, Lamprell has also recently increased its exposure to the renewable energy market, notably through winning various contracts for the construction of offshore wind turbine installation vessels. In February 2010, Lamprell received two new EPC contract awards from Fred Olsen Windcarrier which in aggregate total US$320.4 million for the design, construction and delivery of two self-elevating and self-propelled offshore wind turbine installation vessels. Subsequently, in June 2010, Lamprell won a US$129.0 million EPC contract from Seajacks to build a wind turbine installation vessel.

Recently, MIS has also expanded its operations into the renewable energy sector. The Directors believe that the acquisition of MIS will further expand and complement Lamprell's capabilities and range of services in this sector, being one which is recognised as less dependent, to a certain extent, on trends in oil and gas prices than Lamprell's (and MIS's) other areas of operation.

b) Enhancing in-house engineering capabilities

One of Lamprell's recent focuses has been on providing engineering services to its customers. This was evidenced most recently by the formation of the Concept Engineering Group which is able to offer customers conceptual solutions for front-end engineering and design (FEED) awards. The expansion into such design services has broadened the service offering to customers which, the Directors believe, will assist in securing more business.

The Acquisition would further enable Lamprell to integrate vertically down the engineering value chain: MIS brings with it additional and complementary design engineering capabilities, and is able to execute engineering solutions that Lamprell currently has to outsource to third parties. By combining the complementary engineering services divisions of both businesses, the Directors believe that the Enlarged Group will therefore be able to provide a more holistic engineering service to its customers. This is particularly important on large new build projects where the Enlarged Group will benefit from having a fully integrated in-house engineering capability.

c) Adding extra capacity and resources

As announced in Lamprell's preliminary results on 28 March 2011, the Group had a record bid pipeline, with a total value of $4.6 billion as at 31 December 2010. The Acquisition will transform the ability of Lamprell to accept new awards by materially increasing yard space capacity and adding a significant number of trained personnel. The Directors believe that this will enable the Enlarged Group in the future to execute a higher number of projects simultaneously and bid for larger and more complex contracts of greater value.

MIS' key facilities are in Sharjah and Dubai Investment Park. The 174,000m2 Sharjah facility is in close proximity to Lamprell's existing Sharjah Facility and comes equipped with extensive open and table fabrication areas, support facilities and workshops. Through this facility, MIS is already able to execute refurbishment and new build contracts for rigs, and fabricate vessels both for the offshore and onshore industry. The additional yard space provided by the Acquisition is of material value to Lamprell since it would take a number of years and significant capital expenditure to develop such a facility organically. The Acquisition will also enable the Enlarged Group to pool assets, such as cranes and workshops, thereby ensuring they are being utilised in an efficient manner to meet production demand. The proximity of MIS's Sharjah facility to Lamprell's means these valuable assets can be shared easily.

MIS also has a 21,000m2 facility in Dubai Investment Park which is currently used to service land drilling rig contracts. Again, this facility comes equipped and it is envisaged in the longer term that the Enlarged Group will use this facility to serve customers in the onshore industry.

The acquisition of MIS will also deliver a significant increase in the number of skilled personnel with 4,075 workers being added to Lamprell's existing workforce of 4,733. Lamprell acknowledges that it is a strategic imperative that a smooth integration of these employees is achieved, and will therefore be devoting considerable management time to ensure this occurs.

Given the increase in the scale of Lamprell's operations the Acquisition brings, and the need to maintain customer confidence when taking on new contracts, it is expected that the working capital requirement of the Enlarged Group will increase, and part of the additional debt being raised under the Facilities Agreement will be used specifically for this purpose.

The acquisition of MIS will also add further key API operating licences to the Enlarged Group.

d) Adding a number of established businesses in target geographies

MIS is headquartered, and has its principal facilities, in the UAE. Further, having met certain business and technical suitability requirements in their industry areas, a number of these facilities and/or businesses are pre-qualified by customers, thereby allowing such businesses to submit tenders for contracts to those customers.

In addition, it also has established business in key target geographies for Lamprell. These established businesses serve key customers in the UAE, Saudi Arabia, Kuwait, Qatar and Oman.

The acquisition of MIS will therefore strengthen Lamprell's presence in the region by enabling it to market more actively and effectively across the Arabian Gulf and provides new channels from which to serve both new and existing customers. The Directors believe that there is also scope in the longer term for Lamprell to continue to expand by offering a wider range of services from the Enlarged Group including, for example, H2S safety services.

e) Providing an enlarged customer base with a wider service offering

Since their respective establishment, both businesses have served a large number of customers, predominantly in the oil and gas sector and more recently in the renewable energy space. Lamprell believes the Acquisition will enhance its position with customers who have previously awarded contracts to both Lamprell and MIS, whilst simultaneously bringing a number of new customers which it can serve.

The Enlarged Group will also have a wider range of services to offer the combined customer base, being able to provide a full spectrum of solutions to the offshore and onshore industry in terms of refurbishment, upgrade and new build, along with those engineering services detailed above which are further detailed below, all of which will benefit a number of customers across the Enlarged Group.

f) Consolidating Lamprell's position as a regional market leader in the rig market

Lamprell has played a prominent role in the development of the offshore industry in the Arabian Gulf for over 30 years, and is a regional market leader in rig building, upgrade and refurbishment. The Acquisition will strengthen this market position and is expected to improve Lamprell's competitive position when bidding for new awards.

The Enlarged Group will be able to offer customers an enhanced rig service offering, particularly in terms of new build designs. The Acquisition will enable Lamprell to offer customers both LeTourneau and Friede & Goldman designs, supported by a proven track record between Lamprell and MIS. The Acquisition therefore brings considerable supply chain knowledge and relationships to Lamprell which would have taken a number of years to develop internally.

g) Achieving cost and revenue synergies between two highly complementary businesses

In the medium to longer term, Lamprell recognises that both businesses are highly complementary and the Enlarged Group will be able to provide a wider service offering to both the offshore and onshore industry, as well as the renewable energy sector. By combining MIS with Lamprell, the Directors believe there to be up to approximately US$11 million of potential cost savings per annum. This will be achieved mainly by rationalising the range of business support functions of the Enlarged Group. The cost of achieving such savings is expected to be up to US$6 million, with the majority of this cost expected to be borne in 2011.

The Directors expect the Enlarged Group to be able to benefit from higher operating margins through manufacturing optimisation, the transfer of best practice and purchasing and cost synergies including the pooling of labour and equipment. Gains should be realised in operating margins through a number of synergies, including pooling the manufacture of common product types and direct cost synergies (in relation to procurement, head office functions and a reduction in equipment hire and labour supply costs). In addition, the Directors believe that the Acquisition has the potential to achieve cost savings and volume gains as a result of the sharing of technical innovations, as well as general manufacturing best practice.

Lamprell is highly aware that, in order to achieve such savings, a pro-active integration plan is required and it will be devoting considerable management time in order to capitalise on the opportunity.

4. Financial impact of the Acquisition and the Rights Issue

The Board expects the Acquisition when partially financed by the Rights Issue to enhance substantially Lamprell's earnings per Ordinary Share (adjusted for the discount element of the Rights Issue) in the first full financial year post-Acquisition. Lamprell also anticipates that the return on invested capital in the first full year of ownership will at least match Lamprell's cost of capital and exceed it thereafter.

No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that the earnings per Ordinary Share for the current or future financial years would necessarily match or exceed the historical published earnings per Ordinary Share.

5. Principal terms of the Acquisition

Voluntary Offer

On 19 May 2011, Lamprell and MIS entered into the Transaction Agreement, containing, inter alia, a commitment by Lamprell to make the Voluntary Offer, through Lamprell Investments, and a commitment by the board of directors of MIS to make a unanimous and unqualified recommendation to MIS Shareholders to accept the Voluntary Offer (the "Recommendation"). A break fee of US$5 million, (representing 1.9 per cent. of the market capitalisation of MIS as at the date of the Transaction Agreement) will be payable by MIS in the event an alternative proposal is made within the Voluntary Offer Period which is subsequently declared wholly unconditional or is completed or the board of directors of MIS amends or withdraws the Recommendation or MIS commits a breach of certain obligations under the Transaction Agreement. Similarly, a break fee of US$5 million will be payable by Lamprell to MIS if the Voluntary Offer is not made in accordance with the terms of the Transaction Agreement or the Voluntary Offer lapses or is withdrawn as a result of a failure by Lamprell to obtain the approval of the Shareholders at the Extraordinary General Meeting, in each case save in certain circumstances outside the control of Lamprell. As at 18 May 2011, MIS Shareholders (including certain directors of MIS who hold MIS Shares), whose aggregate shareholdings amount to approximately 81.50 per cent. of MIS's existing issued share capital, have signed advance irrevocable undertakings to accept the Voluntary Offer.

The completion of the Voluntary Offer is subject to a number of conditions, each one of which may be waived by Lamprell Investments in its sole discretion, including, inter alia:

a) the fulfilment of the acceptance condition (acceptances received in respect of shares representing more than 90 per cent. of the capital and voting rights of MIS on a fully diluted basis);

b) all necessary material permits, consents, clearances, approvals and actions from competent governmental and regulatory authorities for the completion of the Voluntary Offer having been obtained either without conditions or upon conditions that are acceptable to Lamprell Investments in its sole judgement;

c) the passing of the Resolutions at the Extraordinary General Meeting;

d) Admission;

e) there not arising any insolvency-related event in respect of MIS or the MIS Group;

f) the MIS Group financial indebtedness not exceeding US$60 million;

g) the board of directors of MIS not having amended (without Lamprell Investments' consent) or withdrawn the Recommendation; and

h) no material adverse change, effect, development or event, occurring or having occurred on or after the date of this announcement in respect of MIS or the MIS Group.

Norwegian Voluntary Offer Process Summary

Lamprell, through Lamprell Investments, is making the Voluntary Offer in accordance with section 6-19 of the Norwegian Securities Trading Act. As such, once made, the Voluntary Offer must remain open for acceptance for a minimum of two weeks and may stay open for a maximum of ten weeks. Lamprell and MIS have agreed in the Transaction Agreement that the Voluntary Offer will be open for acceptance from 20 May 2011 (assuming Oslo Børs approves the Offer Document) until 17.30 (CET) on 29 June 2011, unless extended by Lamprell.

Following Lamprell's announcement of the Voluntary Offer, Lamprell Investments must within a reasonable time send out an offer document which must be pre-approved by Oslo Børs. It is expected that the Offer Document will be sent to MIS Shareholders shortly.

Once the Voluntary Offer closes, Lamprell must settle the consideration within 14 days, following which, the holding depositary bank will release to Lamprell Investments the MIS Shares in respect of which acceptances have been delivered. The consideration for MIS Shares acquired under the Voluntary Offer is expected to be settled on 13 July 2011.

Mandatory Offer

Following completion of the Voluntary Offer, if Lamprell Investments becomes the holder of MIS Shares representing more than one third of the voting rights in MIS, then, under the Norwegian Securities Trading Act and the constitution of MIS, Lamprell Investments will be required to make a mandatory unconditional offer for the remaining MIS Shares within four weeks.

Under the Norwegian Securities Trading Act, Lamprell Investments will be required to post a further offer document in respect of the Mandatory Offer to the remaining MIS Shareholders and to have arranged for a bank guarantee to be issued by a financial institution permitted to conduct business in Norway covering the remaining total offer price under the Mandatory Offer.

Assuming settlement of the Voluntary Offer on 13 July 2011, it is expected that the offer document in respect of any Mandatory Offer (which must remain open for a least four weeks) will be posted on or around 20 July 2011 and the consideration for MIS Shares acquired under any Mandatory Offer is expected to be settled on or around 31 August 2011.

Following close of any Mandatory Offer period, Lamprell will seek to acquire, either itself or through Lamprell Investments or MIS, any remaining MIS Shares that it does not already hold in the most efficient way available to it.

De-listing of MIS Shares

Lamprell intends to procure that Lamprell Investments will apply for a de-listing of the MIS Shares from Oslo Børs following completion of the Voluntary Offer and the Mandatory Offer. A de-listing of the MIS Shares would require the approval of a majority of not less than two thirds of the votes cast at an extraordinary general meeting of MIS Shareholders (which would include Lamprell Investments in respect of the MIS Shares it had acquired under the Voluntary Offer and the Mandatory Offer) and the approval of the board of directors of Oslo Børs (which will take into account the interests of any minority shareholders).

The extraordinary general meeting of MIS is expected to be held on or around 5 September 2011 and the de-listing is expected to occur shortly thereafter.

It is possible that the de-listing of the MIS Shares from Oslo Børs may not be approved if Oslo Børs judges that a de-listing would prejudice the interests of minority shareholders.

6. Principal terms of the Rights Issue

The Company is proposing to raise approximately £132.0 million (US$213.2 million) (net of expenses), by way of the Rights Issue of 60,083,792 New Ordinary Shares. The Issue Price of 232 pence per New Ordinary Share, which is payable in full on acceptance by not later than 11.00 a.m. on 28 June 2011 represents a 34.0 per cent. discount to the Closing Price and a 28.3 per cent. discount to the theoretical ex-rights price calculated by reference to the Closing Price.

Subject to the fulfilment of, amongst others, the conditions set out below, the Company will offer New Ordinary Shares by way of the Rights Issue to Qualifying Shareholders on the basis of:

3 New Ordinary Shares for every 10 existing Ordinary Shares

held by Qualifying Shareholders at 6.00 p.m. on the Record Date. Holdings of existing Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue. Fractional entitlements to New Ordinary Shares will not be allotted and, where necessary, entitlements will be rounded down to the nearest whole number of New Ordinary Shares. New Ordinary Shares representing fractional entitlements will not be allotted to Qualifying Shareholders but will be aggregated and, if possible, sold in the market. The net proceeds of such sales (after deduction of expenses) will be aggregated and will ultimately accrue for the benefit of the Company save that Qualifying Shareholders will receive any proceeds in respect of fractional entitlements, with a value of £5 or more.

The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the existing Ordinary Shares, including the right to all future dividends and other distributions declared, made or paid, save that they will not carry the right to the 2010 final dividend.

The Rights Issue is conditional upon the Underwriting Agreement becoming unconditional in all respects (save for the condition relating to Admission having occurred) and not having been terminated in accordance with its terms. The Underwriting Agreement is conditional upon, amongst other things:

a) the passing of the Resolutions (without amendment) at the Extraordinary General Meeting on 13 June 2011 (and not, except with the prior written agreement of the Banks, acting jointly, at any adjournment of such meeting);

b) the Facilities Agreement having been duly executed and remaining in full force and effect and not having lapsed or been terminated prior to Admission;

c) Admission occurring not later than 8.00 a.m. on 29 June 2011 or such later time or date (not later than 28 July 2011) as the parties to the Underwriting Agreement may agree; and

d) the approval of the Offer Document by the Oslo Børs and its posting to MIS Shareholders by not later than the second day that is a Business Day in London and Norway following the date of the Underwriting Agreement.

Shareholders should note that the Rights Issue is not conditional upon completion of the Acquisition and that, subsequent to the Rights Issue becoming wholly unconditional, the Acquisition could fail to complete.

In the event that the Acquisition does not complete and to the extent that opportunities for similar acquisitions have not been identified by the Board, the Board will review Lamprell's funding structure and will consider its options which will include using the proceeds for general corporate purposes and/or returning surplus cash to its shareholders in as tax efficient a manner as possible.

Applications have been made to the FSA for the New Ordinary Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the Main Market. It is expected that Admission will become effective and dealings (for normal settlement) in the New Ordinary Shares will commence, nil paid, at 8.00 a.m. on 14 June 2011.

The Underwriters, as agents for the Company, have conditionally agreed to procure subscribers or, failing which, themselves to subscribe for the New Ordinary Shares. not taken up in the Rights Issue at a price of 232 pence per share.

It is expected that the Provisional Allotment Letters will be despatched on 13 June 2011, after the Extraordinary General Meeting.

7. Debt Financing

To assist in the financing of the Acquisition, the Company, Lamprell Energy and Lamprell Investments have entered into a US$305,000,000 senior secured facilities agreement dated 19 May 2011 with HSBC and Banc of America Securities Limited as mandated lead arrangers, HSBC Bank Middle East Ltd and Bank of America, NA. as original lenders (the "Lenders") and HSBC as agent and HSBC Corporate Trustee Company (UK) Limited as security agent (the "Facilities Agreement").

Pursuant to the Facilities Agreement the Lenders have agreed to make available to Lamprell Investments (and certain other members of the Group) a term loan facility in a maximum aggregate principal amount of US$150,000,000 ("Term Loan Facility A"), a term loan facility in a maximum aggregate principal amount of US$20,000,000 ("Term Loan Facility B"), a letter of credit facility and a bank guarantee in a maximum aggregate principal amount equal to US$85,000,000 (the "Letter of Credit Facility") and a revolving credit facility in a maximum aggregate principal amount of US$50,000,000 (the "Revolving Facility").

Term Loan Facility A, Term Loan Facility B and the Revolving Facility each mature on the date which is three years after the date of the Facilities Agreement. The Letter of Credit Facility matures on the date which is 18 months after the date of the Facilities Agreement.

The Company has certain voluntary cancellation and prepayment rights under the Facilities Agreement. There are also mandatory cancellation and prepayment events, including, but not limited to, applying the proceeds of any insurance claim in respect of a total loss of Hull 108 or the jack-up rig bearing the name "Zaratan" ("Zaratan") in prepayment of Term Loan Facility A and Term Loan Facility B. Cash proceeds received as a result of any disposal of Hull 108 are also to be applied first in mandatory prepayment of all amounts outstanding under Term Loan Facility B and second in mandatory prepayment of up to US$75,000,000 of all amounts outstanding under Term Loan Facility A. Cash proceeds received as a result of the delivery of Zaratan are to be applied in mandatory prepayment of up to US$75,000,000 of amounts outstanding under Term Loan Facility A.

8. Current Trading and Prospects

Lamprell

Lamprell has also separately announced today its IMS statement for the period 1 January 2011 to 18 May 2011.

MIS

MIS reported its Q1 2011 results on 16 May 2011. Included in its results was the following prospects and market outlook statement:

"MIS's priority remains the reinforcement of its backlog. Activity in the market has been encouraging and we believe that we are close to real opportunities in both New Build and in the other value streams.

The fact that no new orders were secured in New Build in the 1st Quarter means that revenue and net income may be reduced in the 2nd Quarter, although we expect a substantial recovery later in the year, dependent on the execution of existing backlog and anticipated awards in the traditional businesses and on prospective new orders in New Build and the newer businesses. The market outlook remains encouraging for a company such as MIS which is able to deliver comprehensive solutions to its clients in the energy sector, in the Middle East and beyond."

9. Dividend and Dividend Policy

The Board intends to continue with its current dividend policy which takes into account the Group's capital requirements, cash flows and earnings, and which will take into account the discount element of the Rights Issue.

Holders of New Ordinary Shares issued pursuant to the Rights Issue will not be entitled to receive the final dividend for the financial year ended 31 December 2010 of 5.88 pence per share, which if approved at the Company's annual general meeting on 7 June 2011, will be payable on 17 June 2011. The record date for the final dividend was 13 May 2011.

10. Extraordinary General Meeting

An Extraordinary General Meeting is to be held at Suite 102, City Tower 2, Sheikh Zayed Road, Dubai, United Arab Emirates on 13 June 2011 at 12.00 p.m. (UAE time). The purpose of this meeting is to consider and, if thought fit, pass the following resolutions, in each case as set out in the notice of Extraordinary General Meeting:

Resolution 1 and resolution 2 (together the "Rights Issue Resolutions") authorise the Directors to allot shares for cash and grant rights to subscribe for, or convert any security into, shares for cash up to an aggregate nominal amount of £3,004,190 in connection with the Rights Issue, representing approximately 30 per cent. of the existing issued share capital of the Company, as if the pre-emption provisions in article 5.2 of the Articles did not apply to such allotment. The authorities and powers conferred by the Rights Issue Resolutions are supplementary to the existing authorities granted at the Company's annual general meeting held on 7 June 2010 and those that are expected to be granted at the Company's 2011 annual general meeting to be held on 7 June 2011. The Directors intend to use the authorities granted at the Extraordinary General Meeting to allot New Ordinary Shares pursuant to the Rights Issue. Other than in connection with the Rights Issue, and upon the exercise of options under the Share Option Plans, the Directors have no present intention to utilise these authorities.

Resolution 3 (the "Acquisition Resolution"), which is conditional on the passing of the Rights Issue Resolutions, is to approve the Acquisition pursuant to the requirements of Listing Rule 10.5, as the Acquisition is a class 1 transaction for the purpose of the Listing Rules.

11. Lamprell Principal Shareholder's and Directors' Intentions

The Principal Shareholder, which holds Ordinary Shares representing approximately 33.12 per cent. of the ordinary share capital of the Company as at 18 May 2011 (being the latest practicable date prior to the release of this announcement), has irrevocably undertaken to vote the Ordinary Shares over which it exercises voting control (representing approximately 33.12 per cent. of the ordinary share capital of the Company as at 18 May 2011 (being the latest practicable date prior to the release of this announcement)) in favour of the Acquisition Resolution and the Rights Issue Resolutions. The Principal Shareholder has also indicated to Lamprell that it intends to take up (or procure the taking up of) its full entitlement to New Ordinary Shares under the Rights Issue.

The Directors of Lamprell currently beneficially own, in aggregate, 684,392 Ordinary Shares representing, in aggregate, approximately 0.3 per cent. of the ordinary share capital of the Company as at 18 May 2011 (being the latest practicable date prior to the release of this announcement) and intend to vote in favour of the Acquisition Resolution and the Rights Issue Resolutions. Each of the Directors currently intends to take up (or procure the taking up of) his entitlement to New Ordinary Shares in full, other than Chris Hand who will sell sufficient of his Nil Paid Rights in the market to meet the costs of taking up the balance of his entitlement to New Ordinary Shares.

12. MIS Shareholders and Directors' Intentions

MIS shareholders who hold MIS Shares representing in aggregate approximately 81.50 per cent. of the existing issued ordinary share capital of MIS as at 18 May 2011 (being the latest practicable date prior to the release of this announcement), have irrevocably undertaken to accept the Voluntary Offer in respect of the MIS Shares held by them.

The board of directors of MIS has unanimously recommended the Voluntary Offer to the MIS Shareholders.

DEFINITIONS

The following definitions apply throughout this announcement, unless the context otherwise requires

This announcement has been issued by and is the sole responsibility of Lamprell plc.

This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of the Group in any jurisdiction.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change.

This announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of Lamprell or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities. Neither the issue of this announcement nor any part of its contents constitutes an offer to sell or invitation to purchase any securities of Lamprell or any other entity or any persons holding securities of Lamprell and no information set out in this announcement or referred to in other written or oral information is intended to form the basis of any contract of sale, investment decision or any decision to purchase any securities in it. An investment decision must be made solely on the basis of the Prospectus. Copies of the Prospectus will be available from the registered office of Ashurst LLP. The Prospectus will include a description of risk factors relevant to Lamprell.

This announcement is not for release, publication, distribution, forwarding (directly or indirectly) in, into or from the United States, Australia, Canada, Japan, the Republic of South Africa or any other such jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. There will be no public offer of the securities mentioned herein in the United States, Australia, Canada, Japan or the Republic of South Africa and the Ordinary Shares, Nil Paid Rights and Fully Paid Rights have not been and will not be registered under the applicable securities laws in United States, Australia, Canada, Japan or the Republic of South Africa.

This announcement and any materials distributed in connection with this announcement may include statements that are, or may be deemed to be "forward-looking statements". The words "believe," "anticipate," "expect," "intend," "aim," "plan," "predict," "continue", "assume," "positioned", "may," "will," "should," "shall," "risk" and other similar expressions that are predictions of or indicate future events and future trends identify forward-looking statements. These forward-looking statements include all matters that are not historical facts. An investor should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are in many cases beyond the Company's control. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Company cautions investors that forward-looking statements are not guarantees of future performance and that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this announcement.

The cautionary statements set forth above should be considered in connection with any subsequent written or oral forward-looking statements that the Company, or persons acting on its behalf, may issue including the Prospectus. Factors that may cause the Company's actual results to differ materially from those expressed or implied by the forward-looking statements in this announcement include but are not limited to the risks set out in the Prospectus. No statement in this announcement is intended to be a profit forecast or to imply that the earnings of the Group for the current year or future years necessarily will match or exceed the historical or published earnings of the Group.

These forward-looking statements reflect the Company's judgment at the date of this announcement and are not intended to give any assurances as to future results. Furthermore, forward-looking statements contained in this announcement that are based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Except as required by the FSMA, the Listing Rules, Disclosure Rules and Transparency Rules and or/the Prospectus Rules, the Company undertakes no obligation to update these forward-looking statements, and will not publicly release any revisions it may make to these forward-looking statements that may result from events or circumstances arising after the date of this announcement. The Company will comply with its obligations to publish updated information as required by FSMA, the Listing Rules, the DTRs and/or the Prospectus Rules or otherwise by law and/or by any regulatory authority, but assumes no further obligation to publish additional information. Recipients of this announcement and/or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement and/or, if and when published, in the Prospectus.

Apart from the responsibilities and liabilities, if any, which may be imposed upon J.P. Morgan Cazenove, HSBC or MLI by the FSMA or the regulatory regime established thereunder, none of J.P. Morgan Cazenove, HSBC and MLI accepts any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the New Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights, the Rights Issue or the Acquisition, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of J.P. Morgan Cazenove, HSBC or MLI accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to in the Prospectus) which it might otherwise have in respect of this announcement or any such statement.

Neither the content of Lamprell's website nor any website accessible by hyperlinks on Lamprell's website is incorporated in, or forms part of, this announcement.