Roundtable Discussion; The Future of Mineral Sands. Watch the video here.

Less Ads, More Data, More Tools Register for FREE

Pin to quick picksLAM.L Regulatory News (LAM)

  • There is currently no data for LAM

Watchlists are a member only feature

Login to your account

Alerts are a premium feature

Login to your account

Result of EGM

13 Jun 2011 10:58

RNS Number : 3173I
Lamprell plc
13 June 2011
 



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.

 

 

13 June 2011

LAMPRELL PLC("Lamprell" or the "Company")

 

Results of Extraordinary General Meeting

The Board of Lamprell announces that, at the Extraordinary General Meeting held earlier today, the Resolutions to approve the acquisition of Maritime Industrial Services Co. Ltd. Inc. ("MIS") and the Rights Issue, details of which were set out in the notice of Extraordinary General Meeting included in the prospectus and circular regarding the Company dated 19 May 2011 (the "Prospectus"), were duly passed without amendment on a show of hands by the requisite majority of shareholders present.

Details of the proxy votes received in relation to each of the Resolutions (which are described in the notice of Extraordinary General Meeting set out in the Prospectus) are as follows:

 

VotesFOR

VotesAGAINST

Total Votes Cast (including Discretionary, excluding Withheld)

Number of Votes Withheld

Resolution 1:

144,176,028

650

144,278,078

293,487

Resolution 2:

144,176,028

650

144,278,078

293,487

Resolution 3:

144,176,678

0

144,278,078

293,487

 

As at 6.00 p.m. on 9 June 2011 the total number of existing Ordinary Shares eligible to be voted at the Extraordinary General Meeting was 200,279,309.

The Rights Issue remains conditional, amongst other things, upon Admission, the Underwriting Agreement having become unconditional (save for the condition relating to Admission having occurred) and not having been terminated in accordance with its terms prior to Admission, the Transaction Agreement and the Facilities Agreement remaining in full force and effect and not having been terminated prior to Admission, and there not having been a material adverse change, in amongst other things, the business affairs or operations of MIS or the MIS Group prior to Admission.

The passing of the Resolutions will enable the Company to proceed with the fully underwritten Rights Issue to raise net proceeds of approximately £139.4 million (US$225.1 million). Provisional Allotment Letters are being sent to Qualifying non-CREST Shareholders today and it is expected that Admission will take place, and that dealings in the New Ordinary Shares (nil paid) will commence, at 8.00 a.m. on 14 June 2011. The latest time and date for acceptance and payment in full for the Rights Issue and registration of renounced Provisional Allotment Letters is 11.00 a.m. on 28 June 2011.

For full details, please refer to the Prospectus, which is available on the Company's website www.lamprell.com, provided that the Prospectus is not available, whether through the website or otherwise, subject to certain exceptions, to persons located in the Excluded Territories. Copies of the Resolutions passed at the Extraordinary General Meeting will be available for inspection shortly at www.Hemscott.com/nsm.

Terms used in this announcement shall have the same meanings as set out in the Prospectus.

 

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, Sponsor,Global Co-ordinator, Joint Bookrunner and Joint Broker)

Nick Garrett

Shona Graham

Guy Marks

Paul Park

 

BofA Merrill Lynch +44 (0)20 7628 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)20 7991 8888(Co-Financial Adviser to the Acquisition andJoint Bookrunner)

Abbas Merali

Nick Donald

Mark Long

 

IMPORTANT NOTICE

 

This announcement has been issued by and is the sole responsibility of Lamprell.

 

This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of the Group in any jurisdiction.

 

This announcement is an advertisement. It is not a prospectus or a prospectus equivalent document. 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 Provisional Allotment Letter, Nil Paid Rights, Fully Paid Rights and/or any New Ordinary Shares must be made on the basis of the information contained in and incorporated by reference in the Prospectus. The Prospectus is available on the Company's website: www.lamprell.com.

 

This announcement is not for release, publication, distribution, forwarding (directly or indirectly) in, into or from the United States, Australia, Canada, Japan, the Republic of South Africa or any other such jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. There will be no public offer of the securities mentioned herein in the United States, Australia, Canada, Japan or the Republic of South Africa and the Ordinary Shares, Nil Paid Rights and Fully Paid Rights have not been and will not be registered under the applicable securities laws in United States, Australia, Canada, Japan or the Republic of South Africa.

 

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 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.

 

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.

 

MLI, 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 MLI nor for providing advice in relation to any matter referred to in this announcement or the Prospectus.

 

Apart from the responsibilities and liabilities, if any, which may be imposed upon J.P. Morgan Cazenove, HSBC or MLI by the FSMA or the regulatory regime established thereunder, none of J.P. Morgan Cazenove, HSBC and MLI accepts any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the New Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights, the Rights Issue or the Acquisition, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of J.P. Morgan Cazenove, HSBC or MLI accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to in the Prospectus) which it might otherwise have in respect of this announcement or any such statement.

 

Neither the content of Lamprell's website nor any website accessible by hyperlinks on Lamprell's website is incorporated in, or forms part of, this announcement.

 

END.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
REGKXLBFFQFEBBD
Date   Source Headline
25th Oct 20228:00 amRNSCancellation - Lamprell Plc
25th Oct 20228:00 amRNSRemoval - Lamprell plc
3rd Oct 20227:00 amRNSRequest for suspension of listing of shares
27th Sep 20225:30 pmRNSLamprell
26th Sep 20222:28 pmRNSResult of EGM and Interim results update
9th Sep 202212:19 pmRNSIssue of equity, PDMR notification, voting rights
8th Sep 20227:00 amRNSContract signed for Moray West Offshore Wind Farm
6th Sep 20226:21 pmRNSCorrection: Result of AGM
6th Sep 20222:53 pmRNSResult of AGM
5th Sep 20221:00 pmRNSBlocklisting application
5th Sep 20227:13 amGNWForm 8.5 (EPT/RI) - Lamprell Plc
5th Sep 20227:00 amRNSOffer Update
2nd Sep 20222:52 pmBUSForm 8.3 - LAMPRELL PLC
2nd Sep 20227:28 amGNWForm 8.5 (EPT/RI) - Lamprell Plc
1st Sep 20228:14 amGNWForm 8.5 (EPT/RI) - Lamprell plc
31st Aug 20227:45 amGNWForm 8.5 (EPT/RI) - Lamprell plc
30th Aug 20226:23 amGNWForm 8.5 (EPT/RI) - Lamprell plc
26th Aug 20225:30 pmRNSLamprell
26th Aug 202212:57 pmRNSPublication of circular, EGM notice, Board update
26th Aug 20227:56 amGNWForm 8.5 (EPT/RI) - Lamprell plc
26th Aug 20227:00 amRNSOffer Unconditional
25th Aug 20227:59 amGNWForm 8.5 (EPT/RI) - Lamprell plc
24th Aug 20227:16 amGNWForm 8.5 (EPT/RI) - Lamprell plc
23rd Aug 20228:26 amGNWForm 8.5 (EPT/RI) - Lamprell plc
19th Aug 20227:59 amGNWForm 8.5 (EPT/RI) - Lamprell plc
18th Aug 20227:34 amGNWForm 8.5 (EPT/RI) - Lamprell plc
17th Aug 20227:41 amGNWForm 8.5 (EPT/RI) - Lamprell plc
16th Aug 20227:18 amGNWForm 8.5 (EPT/RI) - Lamprell plc
15th Aug 20228:06 amGNWForm 8.5 (EPT/RI) - Lamprell plc
12th Aug 202212:56 pmRNSPublication of Offer Document
12th Aug 20227:30 amRNSRestoration - Lamprell plc
11th Aug 202210:05 amRNSNotice of AGM/Annual Report And Accounts
8th Aug 20227:00 amRNS2021 Financial Results
4th Aug 20224:33 pmRNSDebt facility update
21st Jul 20222:11 pmRNSRecommended Cash Offer for Lamprell plc
18th Jul 20228:30 amRNSForm 8 (OPD) - Lamprell plc
12th Jul 20229:30 amRNSUpdate Regarding Potential Offer
8th Jul 20223:24 pmRNSForm 8.3 - Lamprell plc
7th Jul 20224:30 pmRNSForm 8 (OPD) - Lamprell plc
7th Jul 20224:10 pmRNSForm 8.3 - Lamprell plc
7th Jul 20224:05 pmRNSForm 8 (OPD) - Lamprell plc
4th Jul 20222:20 pmRNSHolding(s) in Company
4th Jul 20222:13 pmRNSHolding(s) in Company
1st Jul 20221:12 pmRNSForm 8.3 - Lamprell plc
1st Jul 20227:40 amRNSTemporary Suspension
1st Jul 20227:30 amRNSTemporary Suspension-Lamprell plc
1st Jul 20227:00 amRNSResponse to speculation on Lamprell PLC
1st Jul 20226:06 amGNWForm 8.5 (EPT/RI) - Lamprell plc
30th Jun 20222:40 pmRNSForm 8.3 - Lamprell plc
30th Jun 20227:29 amGNWForm 8.5 (EPT/RI) - Lamprell plc

Due to London Stock Exchange licensing terms, we stipulate that you must be a private investor. We apologise for the inconvenience.

To access our Live RNS you must confirm you are a private investor by using the button below.

Login to your account

Don't have an account? Click here to register.

Quickpicks are a member only feature

Login to your account

Don't have an account? Click here to register.