TIDMLAM
RNS Number : 4164X
Lamprell plc
26 August 2022
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 August 2022
LAMPRELL PLC
("Lamprell" or the "Company" and with its subsidiaries the
"Group")
Publication of Shareholder Circular, Notice of Extraordinary
General Meeting and Board Update
Publication of Shareholder Circular and Notice of Extraordinary
General Meeting
Lamprell notes the announcement by Thunderball Investments
Limited ("Bidco") on 26 August 2022 that it had received sufficient
acceptances of its offer for the entire issued and to be issued
share capital of Lamprell not already owned by it or persons acting
in concert with it (the "Offer") to satisfy the Offer acceptance
condition, that all other conditions to the Offer have either been
satisfied or waived, to the extent capable of waiver and the Offer
was, therefore, unconditional.
Lamprell is therefore pleased to announce the publication of the
shareholder circular (the "Circular") in relation to the proposed
cancellation of Lamprell's listing on Official List and the Main
Market of the London Stock Exchange (the "Delisting"), the
re-registration of the Company as a private company limited by
shares, the change of name to Lamprell Limited and the adoption of
new articles of association.
Lamprell shareholders will shortly receive a copy of the
Circular. The Circular contains a notice convening an extraordinary
general meeting of the Company to be held at the corporate offices
of Lamprell Energy Limited, Hamriyah Freezone, Sharjah, United Arab
Emirates on 26 September 2022 at 5.00 p.m. (UAE time) to allow
Lamprell shareholders to vote on 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.
Shareholders will also receive a hard copy form of proxy ("Form
of Proxy") for use in connection with the extraordinary general
meeting. Shareholders will also be able to appoint a proxy
electronically. If you are a member of CREST you may alternatively
be able to use the CREST electronic proxy appointment service.
Details of how to appoint a proxy or request a hard copy Form of
Proxy are set out in the Circular. All proxy votes must be
submitted no later than 5.00 p.m. (UAE time) on 22 September 2022
(or, in the case of an adjournment, not later than 48 hours
(excluding any part of such 48 hour period falling on a day that is
not a working day) before the time fixed for the holding of the
adjourned meeting). Completion and return of a Form of Proxy will
not preclude a shareholder from attending and voting at the
extraordinary general meeting should they so wish.
A copy of the Circular will be available on Lamprell's website
at https://www.lamprell.com/investors-centre.aspx . In accordance
with Listing Rules 9.6.1R and 9.6.3R of the UK Financial Conduct
Authority, a copy of the Circular (including the notice of
extraordinary general meeting) will also be forwarded to the UK
Financial Conduct Authority and will be uploaded to the National
Storage Mechanism and available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism . The
Circular and the accompanying Form of Proxy will be despatched to
Lamprell shareholders as soon as practicable and no later than 30
August 2022.
Board update
In addition, Lamprell announces the following changes to the
composition of the board of directors of the Company.
Jean Marc Lechene and Motassim Al Maashouq have stepped down as
non-executive directors, with effect from the date the Offer was
declared unconditional, in line with the statement by Bidco in the
offer document posted to Lamprell shareholders on 12 August 2022
("Offer Document"). Bidco stated in the Offer Document that it was
intended that all non-executive directors of the Company would
resign with effect from the date the Offer was declared
unconditional.
Following discussions between Bidco and the non-executive
directors, it has been agreed that John Malcolm, Debra Valentine
and Mel Fitzgerald will remain as directors of the Company until
the earlier of (i) the date of Delisting or (ii) if Resolution 1
(as defined in the Circular) is not approved by Lamprell
shareholders at the extraordinary general meeting, the conclusion
of the extraordinary general meeting.
- Ends -
Enquiries:
Lamprell plc
Maria Babkina, Investor Relations +44 (0) 7852 618 046
Investec Bank plc (Financial Adviser/Corporate
Broker to Lamprell) +44 (0) 20 7597 5970
Chris Sim / Henry Reast / Ben Farrow
Tulchan Communications, London +44 (0) 207 353 4200
Martin Robinson / Martin Pengelley
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.
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.
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")."
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END
CIRBKABPDBKDNFB
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