LAM.L Regulatory News (LAM)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

12 August 2022

THUNDERBALL INVESTMENTS LIMITED ("THUNDERBALL")

a newly formed company owned by Blofeld Investment Management Limited and AlGihaz Holding Closed Joint-Stock Company

RECOMMENDED CASH OFFER

for

LAMPRELL PLC ("LAMPRELL")

PUBLICATION OF OFFER DOCUMENT

On 21 July 2022, the boards of directors of Thunderball and Lamprell announced that they had reached agreement on the terms and conditions of a recommended cash offer to be made by Thunderball for the entire issued and to be issued share capital of Lamprell not already held by Thunderball or any persons acting in concert with it.

Thunderball announces that the offer document, which contains the full terms and conditions of the Offer and the procedures for acceptance (the "Offer Document"), together with the related Form of Acceptance, is being published and sent today to Lamprell Shareholders and to persons with information rights.

The Offer will remain open for acceptance until 1:00 p.m. (London time) on 11 October 2022, (or such earlier time(s) or date(s) as Thunderball may determine, subject to the consent of the Panel, where required).

To accept the Offer, it is important that you follow the instructions set out in paragraph 15 of Part II and Part D and Part E of Appendix I of the Offer Document and, in respect of certificated Lamprell Shares, as further described in the Form of Acceptance.

Acceptances of the Offer in respect of certificated Lamprell Shares should be made by completing and returning the Form of Acceptance (along with the relevant share certificate(s) and/or other appropriate documents of title) using the enclosed first class reply-paid envelope (for use within the United Kingdom only) as soon as possible and, in any event, by no later than 1:00 p.m. (London time) on 11 October 2022.

Acceptances of the Offer in respect of uncertificated Lamprell Shares should be made electronically through CREST so that the TTE instruction settles as soon as possible and, in any event, by no later than 1:00 p.m. (London time) on 11 October 2022.

The Offer Document will be available on Lamprell's website at www.lamprell.com up to and including the end of the Offer. If you require assistance please telephone the Receiving Agent on +44 (0)371 664 0443 between 9:00 a.m. to 5:00 p.m. (London time) Monday to Friday excluding public holidays in England and Wales. Calls from within the UK are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate.

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Offer Document.

Enquiries:

Important Notices relating to financial advisers

finnCap Limited ("finnCap"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser to Blofeld and joint financial adviser to Thunderball and no-one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to such matters and will not be responsible to anyone other than Blofeld or Thunderball for providing the protections afforded to clients of finnCap, nor for providing advice in relation to any matter referred to in this announcement.

Zeus Capital Limited ("Zeus"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser to AlGihaz and joint financial adviser to Thunderball and no-one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to such matters and will not be responsible to anyone other than AlGihaz or Thunderball for providing the protections afforded to clients of Zeus, nor for providing advice in relation to any matter referred to in this announcement.

Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority, is acting as financial adviser exclusively to Lamprell and no-one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to such matters and will not be responsible to anyone other than Lamprell for providing the protections afforded to clients of Investec, nor for providing advice in relation to any matter referred to in this announcement.

Further information

This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, any offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Offer or otherwise. The Offer is made solely by the Offer Document and Lamprell Shareholders should carefully read the Offer Document (and, if they hold their Lamprell Shares in certificated form, the Form of Acceptance) in its entirety before making a decision with respect to the Offer.

The Offer is governed by English law and is subject to the jurisdiction of the English Courts. It complies with the applicable rules and regulations of the Takeover Code, the London Stock Exchange and the Listing Rules.

This announcement does not constitute a prospectus or prospectus equivalent document.

Notice to US Shareholders

The Offer is being made in reliance on, and in compliance with, Rule 14d-1I under the US Securities Exchange Act of 1934, as amended. The Offer is being made for securities of a non-US company and US investors should be aware that the Offer Document has been prepared in accordance with a United Kingdom format and style, which differs from the United States format and style. The Offer is subject to disclosure requirements of the United Kingdom and these are different from those of the United States. Financial statements, if any, included in the documents relating to the Offer have been prepared in accordance with International Financial Reporting Standards that may not be comparable to the financial statements of United States companies. The payment and settlement procedures with respect to the Offer will comply with the relevant United Kingdom rules, which differ from United States payment and settlement procedures.

In accordance with normal UK practice, Thunderball or its nominees or brokers (acting as agents), may, from time to time, make certain purchases of, or arrangements to purchase Lamprell Shares other than pursuant to the Offer. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange's website at www.londonstockexchange.com. To the extent that such information is required to be publicly disclosed in the UK in accordance with applicable regulatory requirements, this information will, as applicable, also be publicly disclosed in the United States.

Thunderball is organised under the laws of the Commonwealth of The Bahamas and Lamprell is organised under the laws of the Isle of Man. Some or all of the officers and directors of Thunderball and Lamprell, respectively, are residents of countries other than the United States. In addition, substantially all of the assets of Thunderball and Lamprell are located outside the United States. As a result, it may be difficult for US shareholders to enforce their rights and any claim they may have arising under the US federal securities laws, since Thunderball is located in a foreign country, and some or all of its officers and directors may be residents of foreign countries. US shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the US securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a US court's judgement.

Overseas jurisdictions

The release, publication or distribution of this announcement in, and the availability of the Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction.

The availability of the Offer to Lamprell Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in and citizens of the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Lamprell Shareholders who are in any doubt regarding such matters should consult an appropriate independent financial adviser in their relevant jurisdiction without delay. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Thunderball or required by the Takeover Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from, or by the use of the mails of, or by any other means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any such jurisdiction. Accordingly, copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving this announcement and all such documents relating to the Offer (including, without limitation, agents, custodians, nominees and trustees) must not, directly or indirectly, mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. If the Offer is implemented by way of a Scheme (unless otherwise permitted by applicable law and regulation), no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction and doing so may render invalid any related purported vote in respect of the Scheme.

This announcement has been prepared for the purpose of complying with English law, and, inter alia, the Takeover Code and the Listing Rules, and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.

Further details in relation to overseas Lamprell Shareholders will be contained in the Offer Document (or, if the Offer is implemented by way of a Scheme, the Scheme Document).

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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 on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm 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 Takeover Code, any person who is, or becomes, interested in 1 per cent. 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, 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 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 the 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 of the Takeover Code.

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 of the Takeover Code).

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.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by Lamprell Shareholders, persons with information rights and other relevant persons for the receipt of communications from Lamprell may be provided to Thunderball during the Offer Period as requested under Section 4 of Appendix 4 of the Code.

Publication on website

A copy of this announcement and other documents in connection with the Offer will, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, be made available on Lamprell's website at https://www.lamprell.com/investors-centre.aspx by no later than 12 noon on the Business Day following the date of the relevant announcement or document, pursuant to Rule 26.1 of the Takeover Code. The contents of the website referred to in this announcement are not incorporated into, and do not form part of, this announcement.

Requesting hard copy documents

Pursuant to Rule 30.3 of the Takeover Code, a person so entitled may request a copy of this announcement in hard copy form by contacting the Receiving Agent, Link Group, during business hours on +44 371 664 0300 or by submitting a request in writing to the Receiving Agent at Link Group, Corporate Actions, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Calls from within the UK are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Offer should be in hard copy form. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested.

General

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.