26 Jun 2014 11:40
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
26 June 2014
LAMPRELL PLC
("Lamprell" or the "Company")
Results of Rump Placing
Lamprell, a leading provider of specialist engineering services to the international oil & gas and renewable industry, is pleased to announce that the 5 for 16 Rights Issue of 81,363,469 New Ordinary Shares at 88 pence per New Ordinary Share announced on 16 May 2014 closed for acceptances at 11.00 a.m. (UK time) on 25 June 2014. The Company received valid acceptances in respect of 78,528,325 New Ordinary Shares, representing approximately 96.52 per cent. of the total number of New Ordinary Shares to be issued pursuant to the fully underwritten Rights Issue.
Following the announcement earlier today by Lamprell regarding valid acceptances in respect of 78,528,325 New Ordinary Shares, representing approximately 96.52 per cent. of the total number of New Ordinary Shares offered to Qualifying Shareholders pursuant to the 5 for 16 fully underwritten Rights Issue, the Company announces that J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) and HSBC Bank plc, in their capacity as Joint Bookrunners and Underwriters, have procured subscribers for the remaining 2,835,144 New Ordinary Shares not validly taken up in the Rights Issue, representing 3.48 per cent. of the New Ordinary Shares, at a price of 146 pence per New Ordinary Share.
The net proceeds from the placing of such New Ordinary Shares (after the deduction of the Rights Issue Price of 88 pence per New Ordinary Share and the expenses of procuring subscribers) will be paid to those persons whose rights have lapsed in accordance with the terms of the Rights Issue, pro rata to their lapsed provisional allotments, save that individual amounts of less than £5.00 will not be paid to such persons but will be paid to the Company.
Accordingly, neither the Underwriters nor the sub-underwriters will be required to subscribe for any New Ordinary Shares.
For full details of the Rights Issue, please refer to the prospectus relating to the Company dated 16 May 2014 (the "Prospectus") which is available for inspection on the Company's website at www.lamprell.com and at the Company's registered office at Fort Anne, Douglas, IM1 5PD, Isle of Man, save that the Prospectus is not available, whether through the website or otherwise, subject to certain exceptions, to person located in the Excluded Territories.
Unless otherwise defined herein, capitalised terms used in this announcement shall have the meanings given to such terms in the Prospectus.
CONTACTS
Lamprell plc +971 (0) 4 803 9308James Moffat, Chief Executive OfficerJoanne Curin, Chief Financial OfficerNatalia Erikssen, Investor Relations +44 (0) 78 8552 2989
J.P. Morgan Cazenove +44 (0) 20 7742 4000Sole Sponsor, Sole Global Coordinator, Joint Bookrunner,Corporate BrokerJames TaylorNicholas Hall
HSBC +44 (0) 20 7991 8888Joint BookrunnerNick DonaldMark Long
Rothschild +44 (0) 20 7280 5000Financial AdviserDavid HemmingsPeter Nicklin
Tulchan Communications +44 (0) 207 353 4200PR AdviserChristian CowleyMartin Robinson
IMPORTANT NOTICE
This announcement has been issued by and is the sole responsibility of Lamprell plc (the "Company"). A copy of the Prospectus is available from the registered office of the Company and on the Company's website at www.lamprell.com provided that the Prospectus will not, subject to certain exceptions, be available (whether through the website or otherwise) to Qualifying Shareholders in the Excluded Territories. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.
The Prospectus will give further details of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue.
This announcement is not a Prospectus but an advertisement and investors should not subscribe for or acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus.
This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or to take up any entitlements to Nil Paid Rights in any jurisdiction in which such an offer or solicitation is unlawful.
The distribution of this announcement and/or the Prospectus and/or the Provisional Allotment Letter and/or the transfer of Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement and/or the Prospectus and/or the Provisional Allotment Letter comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.
In particular, the information contained in this announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, to persons in the United States, Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction where it would be unlawful and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations.
This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for securities of the Company in the United States. None of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares nor the Provisional Allotment Letters have been or will 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 other jurisdiction of the United States or the securities legislation of any province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Provisional Allotment Letters may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with state securities laws, or in or into Australia, Canada, Japan or the Republic of South Africa except in accordance with applicable law. There will be no public offer of Nil Paid Rights, Fully Paid Rights, New Ordinary Shares or the Provisional Allotment Letters in the United States, Australia, Canada, Japan or the Republic of South Africa.
This announcement does not constitute a recommendation concerning the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove"), HSBC Bank plc ("HSBC") and N.M. Rothschild & Sons Limited ("Rothschild"), all of whom are authorised by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority (the "FCA") and PRA, are acting for the Company and for no-one else in connection with the Rights Issue and will not be responsible to anyone (whether or not a recipient of this announcement) other than the Company for providing the protections afforded to its clients or for providing advice in connection with the Rights Issue or any other matter referred to herein.
Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove, HSBC and Rothschild by FSMA nor the regulatory regime established thereunder, none of J.P. Morgan Cazenove, HSBC and Rothschild accepts any responsibility or liability whatsoever or makes any representation or warranty, express or implied, for or in respect of the contents of this announcement, including its accuracy, completeness or verification (or whether any information has been omitted from the announcement) or for any other information or statement made or given or purported to be made by it, or on behalf of it, in connection with the Company, the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Rights Issue, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection. 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. J.P. Morgan Cazenove, HSBC and Rothschild accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this announcement.
In connection with the Rights Issue, each of J.P. Morgan Cazenove, HSBC and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Nil Paid Rights, Fully Paid Rights or New Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Nil Paid Rights, Fully Paid Rights or New Ordinary Shares and other securities of the Company or related investments in connection with the Rights Issue or otherwise. Accordingly, references in the Prospectus, once published, to the Nil Paid Rights, Fully Paid Rights or New Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, each of J.P. Morgan Cazenove, HSBC and any of their respective affiliates acting as investors for their own accounts. J.P. Morgan Cazenove, and HSBC do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
The Company, J.P. Morgan Cazenove, HSBC and Rothschild expressly disclaim any obligations or undertaking to update or revise publicly any statements in this announcement, whether as a result of new information, future events or otherwise, unless required to do so by applicable law, the Prospectus Rules, the Listing Rules, the London Stock Exchange Rules or the Disclosure and Transparency Rules.