19 May 2011 18:10
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")
Document re Proposed Acquisition of MIS and Rights Issue
Further to today's earlier announcement, Lamprell is posting to its shareholders a prospectus (the "Prospectus") which contains a circular in relation to the acquisition of Maritime Industrial Services Co. Ltd. Inc. ("MIS") and notice of the Extraordinary General Meeting.
The Prospectus will shortly be available for viewing on the investors' section of Lamprell's website at www.lamprell.com. A copy of the Prospectus will also be submitted to the National Storage Mechanism and will shortly be available for inspection at: www.hemscott.com/nsm.
Terms used in this Announcement shall have the same meanings as set out in the Prospectus dated 19 May 2011.
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
IMPORTANT NOTICE
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.
BofA Merrill Lynch, 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 BofA Merrill Lynch 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.