LAM.L Regulatory News (LAM)

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 September 2022

LAMPRELL PLC

("Lamprell" or the "Company" and with its subsidiaries the "Group")

Result of Extraordinary General Meeting and Interim results update

On 21 July 2022, the board of Thunderball Investments Limited ("Bidco") and the board of Lamprell announced the details of a recommended cash offer to be made by Bidco to acquire the entire issued and to be issued share capital of Lamprell not already held by Bidco or any persons acting in concert with it (the "Offer"). In the offer document published by Bidco on 12 August 2022, Bidco set out its intention to seek the cancellation of Lamprell's ordinary shares from the Main Market following the acceptance condition of the Offer being satisfied (the "Delisting"). It was announced by Bidco on 26 August 2022 that the acceptance condition had been satisfied and that all other conditions to the Offer had either been satisfied or waived, to the extent capable of waiver and the Offer was, therefore, unconditional.

Lamprell is pleased to announce that, at the extraordinary general meeting of the Company's shareholders held at 5:00 p.m. (UAE time) today 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 (the "Resolutions"), as set out in the circular dated 26 August 2022 (the "Circular"), were passed. The results are detailed as follows:

*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "For" or "Against" the Resolutions.

In accordance with LR 5.2.5R(2), Resolution 1 and Resolution 2 were passed by a majority of not less than 75% of the votes attaching to the shares voted on the resolutions and Resolution 1 was passed by a majority of votes attaching to the ordinary shares of independent shareholders.

The text of the Resolutions are contained in the notice of general meeting set out in the Circular, a copy of which is available on the Company's website at https://www.lamprell.com/investors-centre.aspx.

The Company can now apply to cancel the admission of the Company's Ordinary Shares from listing on the Financial Conduct Authority's Official List and from trading on the London Stock Exchange's Main Market for listed securities. The cancellation is expected to take effect on 25 October 2022.  

Lamprell shareholders are strongly encouraged to accept the Offer, which remains open for acceptance until 1.00 p.m. on 21 October 2022. The Delisting and the re-registration of Lamprell as a private limited company would significantly reduce the liquidity and marketability of any Lamprell shares in respect of which the Offer has not been accepted at that time, and the reporting and disclosure obligations of Lamprell will be significantly reduced. Any remaining Lamprell shareholders would become minority shareholders in a majority-controlled private limited company and may therefore be unable to sell their Lamprell shares. There can be no certainty that Lamprell would pay any further dividends or other distributions or that such minority Lamprell shareholders would again be offered the opportunity to sell their Lamprell shares on terms which are equivalent to or no less advantageous than the Offer.

In accordance with LR9.6.2R, copies of the resolutions will be submitted to the National Storage Mechanism website and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Release of interim financial results for the period ended 30 June 2022

The Company has until 30 September 2022 to report its interim financial results for the period ended 30 June 2022. Following approval from the shareholders as noted above, the Company will be delisted shortly and it has been determined that it would not be possible for the Company to complete the review process for the interim financial results in the time available. As the Company will be unable to report its results by the above date, trading in the Company's shares may be suspended from 1 October 2022.

Enquiries:

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.

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").