26 Aug 2022 12:57
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
26 August 2022
LAMPRELL PLC
("Lamprell" or the "Company" and with its subsidiaries the "Group")
Publication of Shareholder Circular, Notice of Extraordinary General Meeting and Board Update
Publication of Shareholder Circular and Notice of Extraordinary General Meeting
Lamprell notes the announcement by Thunderball Investments Limited ("Bidco") on 26 August 2022 that it had received sufficient acceptances of its offer for the entire issued and to be issued share capital of Lamprell not already owned by it or persons acting in concert with it (the "Offer") to satisfy the Offer acceptance condition, that all other conditions to the Offer have either been satisfied or waived, to the extent capable of waiver and the Offer was, therefore, unconditional.
Lamprell is therefore pleased to announce the publication of the shareholder circular (the "Circular") in relation to the proposed cancellation of Lamprell's listing on Official List and the Main Market of the London Stock Exchange (the "Delisting"), the re-registration of the Company as a private company limited by shares, the change of name to Lamprell Limited and the adoption of new articles of association.
Lamprell shareholders will shortly receive a copy of the Circular. The Circular contains a notice convening an extraordinary general meeting of the Company to be held at the corporate offices of Lamprell Energy Limited, Hamriyah Freezone, Sharjah, United Arab Emirates on 26 September 2022 at 5.00 p.m. (UAE time) to allow Lamprell shareholders to vote on the resolutions required to approve the Delisting, the re-registration of the Company, the change of name of the Company and adoption of new articles of association.
Shareholders will also receive a hard copy form of proxy ("Form of Proxy") for use in connection with the extraordinary general meeting. Shareholders will also be able to appoint a proxy electronically. If you are a member of CREST you may alternatively be able to use the CREST electronic proxy appointment service. Details of how to appoint a proxy or request a hard copy Form of Proxy are set out in the Circular. All proxy votes must be submitted no later than 5.00 p.m. (UAE time) on 22 September 2022 (or, in the case of an adjournment, not later than 48 hours (excluding any part of such 48 hour period falling on a day that is not a working day) before the time fixed for the holding of the adjourned meeting). Completion and return of a Form of Proxy will not preclude a shareholder from attending and voting at the extraordinary general meeting should they so wish.
A copy of the Circular will be available on Lamprell's website at https://www.lamprell.com/investors-centre.aspx. In accordance with Listing Rules 9.6.1R and 9.6.3R of the UK Financial Conduct Authority, a copy of the Circular (including the notice of extraordinary general meeting) will also be forwarded to the UK Financial Conduct Authority and will be uploaded to the National Storage Mechanism and available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular and the accompanying Form of Proxy will be despatched to Lamprell shareholders as soon as practicable and no later than 30 August 2022.
Board update
In addition, Lamprell announces the following changes to the composition of the board of directors of the Company.
Jean Marc Lechene and Motassim Al Maashouq have stepped down as non-executive directors, with effect from the date the Offer was declared unconditional, in line with the statement by Bidco in the offer document posted to Lamprell shareholders on 12 August 2022 ("Offer Document"). Bidco stated in the Offer Document that it was intended that all non-executive directors of the Company would resign with effect from the date the Offer was declared unconditional.
Following discussions between Bidco and the non-executive directors, it has been agreed that John Malcolm, Debra Valentine and Mel Fitzgerald will remain as directors of the Company until the earlier of (i) the date of Delisting or (ii) if Resolution 1 (as defined in the Circular) is not approved by Lamprell shareholders at the extraordinary general meeting, the conclusion of the extraordinary general meeting.
- Ends -
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Investec Bank plc, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Lamprell and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Lamprell for providing the protections afforded to clients of Investec Bank plc or for providing advice in relation to the subject matter of this announcement, the contents of this announcement and any other matters referred to in this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at https://www.lamprell.com/investors-centre by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Important notice
This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.
This announcement has been prepared in accordance with English law and the Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom.
The release, publication or distribution of this announcement in, into or from jurisdictions other than the United Kingdom and the availability of any offer, if made, to shareholders of the Company who are not resident in the United Kingdom may be affected by the laws of those jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of the Company who are not resident in the United Kingdom should inform themselves about, and observe any applicable requirements. Any failure to comply with such requirements may constitute a violation of the securities law of any such jurisdiction.
The person responsible for the release of this announcement on behalf of Lamprell is Alex Ridout, General Counsel and Company Secretary.
Notes to Editors
Lamprell
Lamprell is a leading provider of services to the international energy sector. Driving strategy and growth through its Renewables, Oil & Gas and Digital business units, underpinned by almost half a century of expertise, the Group has worked hard to establish its reputation for delivering projects safely, on time and to budget.
The Group has firmly established its international credentials in the renewables sector as well as continuing to build on its traditional oil and gas credentials. We are recognised for building complex offshore and onshore process modules and platforms, fabricating and refurbishing jack-up rigs and liftboats.
Lamprell employs more than 4,000 people across multiple facilities, with its primary facilities located in Hamriyah, in the UAE. Combined, the Group's facilities cover approximately 800,000m2 with over 1.5 km of quayside. In addition, the Group has facilities in Saudi Arabia (through a joint venture agreement). Lamprell is listed on the London Stock Exchange (symbol "LAM")."