12 Jul 2022 09:30
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
12 July 2022
LAMPRELL PLC
("Lamprell" or the "Company" and with its subsidiaries the "Group")
UPDATE REGARDING POTENTIAL OFFER
Further to the announcement made on 24 June, the Board of Lamprell PLC announces that it has received a combined non-binding indicative all cash offer to acquire the entire issued and to be issued share capital of Lamprell (the "Possible Offer") from Blofeld Investment Management ("Blofeld") and Al Gihaz Holding Company ("Al Gihaz") (together, the "Joint Bidders"). The Joint Bidders have a combined shareholding of 44.24 per cent in Lamprell.
The Joint Bidders are working as fast as possible to put forward the Possible Offer for the entire issued and to-be-issued share capital of Lamprell at a price of 9 pence per ordinary share which also includes a proposed secured bridging loan with a peak aggregate amount of USD 145 million.
The Board of Lamprell has carefully evaluated the Possible Offer together with its financial adviser, Investec Bank plc, with regard to the Company's current liquidity needs as set out in the Company's announcement on 24 June.
The Board has concluded that should a firm offer be made on the same financial terms as the Possible Offer it would be minded to recommend it to Lamprell shareholders, subject to the agreement of other customary terms and conditions and subject to agreement of the proposed bridging loan.
Pursuant to Rule 2.5 of the Code the Joint Bidders reserve the right to amend the terms of any offer if Lamprell announces, declares or pays any dividend or any other distribution or return of value to shareholders after the date of this announcement, in which case the Joint Bidders reserves the right to make an equivalent adjustment to the terms of the Possible Offer.
There can be no certainty that any offer for the Company will be forthcoming, nor any certainty as to agreement on the interim financing solution with the Joint Bidders.
In accordance with Rule 2.6(a) of the Code, the Joint Bidders 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 they do 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.
This announcement has been made with the consent of the Joint Bidders.
A further update will be made as and when appropriate.
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Enquiries:
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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.
finnCap Limited ("finnCap"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser for the Joint Bidders and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than the Joint Bidders for providing the protections afforded to clients of finnCap, nor for providing advice in relation to any matter referred to herein.
Zeus Capital Limited ("Zeus"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser for the Joint Bidders and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than the Joint Bidders for providing the protections afforded to clients of Zeus, nor for providing advice in relation to any matter referred to herein.
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.
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.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (together, "MAR"). The person responsible for the release of this announcement on behalf of Lamprell is Alex Ridout, General Counsel and Company Secretary.
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")."