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

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

24 June 2022

LAMPRELL PLC

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

STATEMENT REGARDING POTENTIAL OFFER

This announcement should be read in conjunction with the Group's trading, funding and liquidity update announced separately this morning.

The Board of Lamprell PLC announces that it received a non-binding indicative cash offer from Blofeld Investment Management ("Blofeld"), a 25.06 per cent shareholder in Lamprell, regarding a possible offer to acquire the entire issued and to be issued share capital of Lamprell (the "Possible Offer").

The Board is considering the Possible Offer in light of the Group's liquidity position and the Company's funding requirements of $75 million over the next two months. Blofeld's proposal in respect of the Possible Offer is at a very significant discount to the prevailing share price and any acceptable offer would need to include an interim funding solution or bridge financing. The parties have been in discussions for more than two months but have not reached agreement on the price or conditions of a Possible Offer (or in relation to the interim funding solution or bridge financing). The parties will continue to work together to try to reach a workable solution by way of an updated offer, which also provides a solution to the immediate liquidity needs of the Group.

There can be no certainty that any offer for the Company will be forthcoming nor as to the terms of any such offer, nor any certainty as to agreement on the interim financing solution with Blofeld, particularly in the time available.

In accordance with Rule 2.6(a) of the Code, Blofeld must, by not later than 5.00 p.m. (London time) on 22 July 2022, either announce a firm intention to make an offer for Lamprell in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code. There can be no certainty that any firm offer will be made nor as to the terms on which any firm offer might be made.

This announcement has been made without the consent of Blofeld.

A further update will be made as and when appropriate.

- Ends -

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.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) 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 Code, any person who is, or becomes, interested in 1% 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(s), 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 (London time) 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 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.

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).

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.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at https://www.lamprell.com/investors-centre by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Rule 2.9 information

In accordance with Rule 2.9 of the Code, the Company confirms that as at the close of business on 23 June 2022 (being the business day prior to the date of this announcement), its issued share capital consisted of 412,817,636 ordinary shares of 5 pence each. The International Securities Identification Number for the Company's ordinary shares is 412,817,636.

Important notice

This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.

This announcement has been prepared in accordance with English law and the Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. 

The release, publication or distribution of this announcement in, into or from jurisdictions other than the United Kingdom and the availability of any offer, if made, to shareholders of the Company who are not resident in the United Kingdom may be affected by the laws of those jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of the Company who are not resident in the United Kingdom should inform themselves about, and observe any applicable requirements. Any failure to comply with such requirements may constitute a violation of the securities law of any such jurisdiction.