30 Jun 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.
30 June 2011
LAMPRELL PLC
EXPIRY OF THE OFFER PERIOD - OFFER SUCCESSFUL
Further to the offer document dated 19 May 2011 (the "Offer Document") published by Lamprell plc regarding the recommended voluntary cash offer (the "Offer") for 100 per cent. of the shares of Maritime Industrial Services Co. Ltd. Inc. ("MIS") made by its wholly-owned subsidiary Lamprell Investment Holdings Ltd. (together with Lamprell plc, "Lamprell"), an update on the Offer is detailed below.
The acceptance period for the Offer (the "Offer Period") expired on 29 June 2011 at 17:30 CET.
As at the expiry of the Offer Period, Lamprell had received acceptances for approximately 48,081,827 shares in MIS, amounting in aggregate to 99.76 per cent. of the share capital and voting rights in MIS. Please note that the final number of acceptances under the Offer may be subject to change due to possible corrections. As set out in the Offer Document, Lamprell reserves the right, but shall in no event be obliged, to accept any incorrect or late delivered Acceptance Forms (as defined in the Offer Document), and the right to treat an Acceptance (as defined in the Offer Document) of the Offer as valid, in whole or in part, even though it is not entirely in order or not accompanied by the required evidence of authority or if it is received in places other than as set out in the Offer Document.
The completion of the Offer was subject to a number of conditions, which have all been satisfied. Lamprell has therefore resolved to announce that the Offer will complete, subject to the non-occurrence of certain events as set forth in section 1.6 and 1.10 of the Offer Document. Settlement of the Offer will be completed within two weeks following expiry of the Offer Period.
As set out in the Offer Document, Lamprell intends to make a mandatory unconditional offer for the remaining shares in MIS in due course following settlement of the Offer.
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Enquiries:
Lamprell +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)
Nick Garrett
Shona Graham
Guy Marks
Paul Park
BofA Merrill Lynch +44 (0)207 628 1000(Co-Financial Adviser to the Acquisition)
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)
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. 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 proposed by Lamprell. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any nil paid rights, fully paid rights and/or new ordinary shares, pursuant to the rights issue, must be made only on the basis of the information contained in and incorporated by reference into the prospectus relating to the Offer and rights issue.
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 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 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 Offer Document.