20 Jul 2011 07:00
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.
20 July 2011
LAMPRELL PLC
UNCONDITIONAL MANDATORY CASH OFFER BY LAMPRELL TO ACQUIRE ALL REMAINING SHARES OF MIS
Reference is made to the voluntary offer made by Lamprell plc on 19 May 2011 (the "Voluntary Offer"), through its wholly-owned subsidiary Lamprell Investment Holdings Ltd. (together with Lamprell plc, "Lamprell"), to acquire 100 per cent. of the shares of Maritime Industrial Services Co. Ltd. Inc. ("MIS").
Following the settlement of the Voluntary Offer, which was completed on 13 July 2011, Lamprell has acquired 48,088,027 shares in MIS, amounting in aggregate to 99.78 per cent. of the share capital and voting rights in MIS. Settlement of the Voluntary Offer has triggered the obligation to launch an unconditional mandatory cash offer under section 6-1 of the Norwegian Securities Trading Act.
Lamprell announces today an unconditional mandatory cash offer to acquire all remaining shares in MIS in issue (the "Mandatory Offer"). The offer price is NOK 38 per share with settlement in cash, which is the same as under the Voluntary Offer. The Mandatory Offer is not subject to any conditions.
The Mandatory Offer represents a premium of 21.0% compared to the closing price of a MIS share on 1 April 2011, the last trading day prior to the announcement by MIS regarding a potential offer for the shares in MIS, a premium of 26.7% compared to the closing price of a MIS share on 18 May 2011, the last trading day prior to the announcement of the Voluntary Offer, a premium of 123.7% compared to the volume-weighted average share price for the three months ended on 1 April 2011, and a premium of 127.2% compared to the volume-weighted average share price for the six months ended on 1 April 2011.
Lamprell has in accordance with section 6-10 (7) of the Norwegian Securities Trading Act provided a guarantee, issued by DnB NOR Bank ASA, covering Lamprell's obligation to pay for the MIS shares tendered to Lamprell under the Mandatory Offer.
Closing and related matters
The offer period under the Mandatory Offer is expected to be from and including 08:00 CET on 20 July 2011 until 17:30 CET on 17 August 2011. The offer period may be extended, at any time and potentially more than once, provided, however, that the maximum offer period may not exceed 6 weeks. Settlement of the Mandatory Offer is expected on or about 31 August 2011.
MIS shareholders should note that Lamprell intends to propose to the general meeting of MIS that an application is filed with Oslo Børs to delist the shares of MIS following the completion of the Mandatory Offer, regardless of the number of shares tendered to Lamprell under the Mandatory Offer. If the Board of Directors of Oslo Børs approves an application to delist the MIS shares, such delisting would significantly reduce the liquidity and marketability of any MIS shares not tendered under the Mandatory Offer.
The Mandatory Offer will not be made in any jurisdiction in which the making of the Mandatory Offer would not be in compliance with the laws of such jurisdiction. This announcement does not in itself constitute an offer. The Mandatory Offer will only be made on the basis of the mandatory offer document and can only be accepted pursuant to the terms of such document.
Enquiries:
Lamprell +44 (0)20 7920 2347
Jonathan Silver, Chairman
Nigel McCue, Chief Executive Officer
Scott Doak, Chief Financial Officer
M:Communications, London
Patrick d'Ancona +44 (0)20 7920 2347
Andrew Benbow +44 (0)20 7920 2344
J.P. Morgan Cazenove +44 (0)20 7588 2828(Financial Adviser to the Acquisition)
Nick Garrett
Shona Graham
Guy Marks
Paul Park
BofA Merrill Lynch +44 (0)20 7628 1000(Co-Financial Adviser to the Acquisition)
Rupert Hume Kendall
Andrew Osborne
Daniel Barnosky
Ziad Awad (Dubai) +971 (4) 425 8224
HSBC +44 (0)20 7991 8888(Co-Financial Adviser to the Acquisition)
Abbas Merali
Nick Donald
Mark Long
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. Such persons should inform themselves about and observe any applicable requirements.
This announcement is an advertisement and does not constitute a prospectus.
J.P. Morgan Cazenove, which is regulated in the United Kingdom by the FSA, is acting solely for Lamprell 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 Lamprell 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 Mandatory Offer document.
BofA Merrill Lynch, which is regulated in the United Kingdom by the FSA, is acting solely for Lamprell 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 Lamprell for providing the protections afforded to clients of BofA Merrill Lynch nor for providing advice in relation to any matter referred to in this announcement or the Mandatory Offer document.
HSBC, which is regulated in the United Kingdom by the FSA, is acting solely for Lamprell 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 Lamprell 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 Mandatory Offer document.