29 Jun 2011 07:00
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.
29 June 2011
LAMPRELL PLC("Lamprell" or the "Company")
Results of Rights Issue
98.96 per cent. take up of Rights Issue
On 19 May 2011 Lamprell announced a 3 for 10 Rights Issue of 60,083,792 New Ordinary Shares. The Board of Lamprell announces that it has received valid acceptances in respect of 59,457,120 New Ordinary Shares, representing approximately 98.96 per cent. of the total number of New Ordinary Shares offered to Qualifying Shareholders.
It is expected that the New Ordinary Shares in uncertificated form will be credited to CREST accounts today, and that definitive share certificates in respect of the New Ordinary Shares in certificated form will be dispatched to Qualifying non-CREST Shareholders by no later than 12 July 2011. It is expected that the New Ordinary Shares will commence trading fully paid on London Stock Exchange plc's main market for listed securities today, 29 June 2011, at 8 a.m.
In accordance with the terms set out in Part 3 of the prospectus and circular issued by the Company on 19 May 2011 (the "Prospectus"), J.P. Morgan Cazenove, BofA Merrill Lynch and HSBC (acting as joint bookrunners) will be seeking to procure subscribers for the remaining New Ordinary Shares, net of fractional entitlements, for which valid acceptances were not received. This amounts to 626,672 New Ordinary Shares. The net proceeds from the sale of these shares, after the deduction of the Issue Price of 232 pence per New Ordinary Share and the expenses of procuring subscribers (including any related commissions and amounts in respect of irrecoverable VAT), will be paid to Shareholders that have not taken up their entitlements pro rata to their lapsed provisional allotments provided that individual amounts of less than £5.00 will not be paid to such persons but will be retained for the benefit of Lamprell.
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.
Terms used in this announcement shall have the same meanings as set out in the Prospectus.
-ends-
Enquiries:
Lamprell +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
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 also available on Lamprell'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.