TIDMLAM
RNS Number : 2975X
Thunderball Investments Limited
26 August 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
26 August 2022
THUNDERBALL INVESTMENTS LIMITED ("THUNDERBALL")
a newly formed company owned by Blofeld Investment Management
Limited ("Blofeld") and AlGihaz Holding Closed Joint-Stock Company
("AlGihaz")
RECOMMED CASH OFFER
for
LAMPRELL PLC ("LAMPRELL")
OFFER UNCONDITIONAL
On 21 July 2022, Thunderball announced the terms of its
recommended cash offer of 9 pence per share for the entire issued
and to be issued ordinary share capital of Lamprell not already
owned by Thunderball, Blofeld, the Asyad Group, Sheikh Osama
AlSayed, AlGihaz, Mr. Sami AlAngari and/or Mr. Said Ali AlAngari
(the "Offer").
On 12 August 2022, Thunderball published an offer document (the
"Offer Document") setting out the full terms and conditions of the
Offer.
Defined terms used but not defined in this announcement have the
meanings given to them in the Offer Document.
Offer Unconditional
As set out in the Offer Document, the Offer is conditional upon
inter alia valid acceptances being received by Thunderball in
respect of such number of Lamprell Shares which, together with
Lamprell Shares held by Thunderball, Blofeld, the Asyad Group,
Sheikh Osama AlSayed, AlGihaz, Mr. Sami AlAngari and/or Mr. Said
Ali AlAngari (the "Thunderball Group"), carry more than 50 per
cent. of Lamprell's voting rights (the "Acceptance Condition").
Thunderball is pleased to announce that it has received
sufficient acceptances to satisfy the Acceptance Condition (further
details of which is set out below).
Thunderball further announces that the other Conditions set out
in paragraphs 2(a) - 2(f) of Section A of Appendix I of the Offer
Document have either been satisfied or waived, to the extent
capable of waiver.
As a result, Thunderball is pleased to declare that the Offer is
now unconditional. In accordance with the terms of the Offer,
withdrawal rights have now ceased to be exercisable.
Acceptance Levels
As at the date of this announcement, the Thunderball Group hold
in aggregate 186,507,967 Lamprell Shares, representing
approximately 45.17 per cent. of Lamprell's issued ordinary share
capital. These Lamprell Shares are subject to the Share Exchange
Agreement described in the Offer Document.
In accordance with Rule 17 of the Code, Thunderball announces
that, as at 5.00 pm (London time) on 25 August 2022 (being the last
Business Day prior to the date of this announcement), Thunderball
had received valid acceptances of the Offer in respect of
19,936,235 Lamprell Shares, representing approximately 4.82 per
cent. of the issued ordinary share capital of Lamprell, which
Thunderball may count towards the satisfaction of the Acceptance
Condition. So far as Thunderball is aware, none of these
acceptances have been received from persons acting in concert with
Thunderball.
Accordingly, the Thunderball Group either holds, or has received
valid acceptances of the Offer in respect of, a total of
206,444,202 Lamprell Shares, representing approximately 50.00 per
cent. of the issued ordinary share capital of Lamprell, which
Thunderball may count towards the satisfaction of the Acceptance
Condition.
These acceptances include those received in respect of
19,849,152 Lamprell Shares (representing approximately 4.81 per
cent. of the existing issued ordinary share capital of Lamprell)
which were subject to irrevocable undertakings given by directors
of the Company and Lamprell Holdings Limited. There remain
irrevocable undertakings outstanding in respect of 51,700 Lamprell
Shares (representing approximately 0.01 per cent. of the issued
ordinary share capital of Lamprell).
The percentages of Lamprell Shares referred to in this
announcement are based on a figure of 412,817,636 Lamprell Shares
in issue, as disclosed in the Offer Document.
Save as disclosed in this announcement and the Offer Document,
as at the close of business on 25 August 2022 (being the last
Business Day prior to the date of this announcement), neither
Thunderball nor any Thunderball Director nor, so far as the
Thunderball Directors' are aware, any other person acting, or
deemed to be acting, in concert with Thunderball:
a) had an interest in, or right to subscribe for, relevant securities of Lamprell;
b) had any short position in (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, relevant securities of Lamprell;
c) had procured an irrevocable commitment or letter of intent to
accept the terms of the Offer in respect of relevant securities of
Lamprell; or
d) had borrowed or lent any Lamprell Shares.
Furthermore, neither Thunderball nor any Thunderball Director
nor, so far as the Thunderball Directors' are aware, any other
person acting, or deemed to be acting, in concert with Thunderball
is party to any arrangement in relation to relevant securities of
Thunderball. For these purposes, an "arrangement" includes any
indemnity or option arrangement, any agreement or any
understanding, formal or informal, of whatever nature, relating to
Lamprell Shares which may be an inducement to deal or refrain from
dealing in such securities.
Offer remains open for acceptance
As Thunderball has declared the Offer unconditional, existing
Lamprell Shareholders have until 1.00 p.m. on 21 October 2022 in
order to accept the Offer. If you have not already accepted the
Offer, to accept the Offer, it is important that you follow the
instructions set out in paragraph 15 of Part II and Part D and Part
E of Appendix I of the Offer Document and, in respect of
certificated Lamprell Shares, as further described in the Form of
Acceptance.
Lamprell Shareholders are strongly encouraged to accept the
Offer. As stated in the Offer Document, Thunderball intends to seek
the Delisting of Lamprell Shares. Delisting of the Lamprell Shares
and the re-registration of Lamprell as a private limited company
would significantly reduce the liquidity and marketability of any
Lamprell Shares in respect of which the Offer has not been accepted
at that time, and the reporting and disclosure requirements of
Lamprell will be significantly reduced. Any remaining Lamprell
Shareholders would become minority shareholders in a majority
controlled private limited company and may therefore be unable to
sell their Lamprell Shares. There can be no certainty that Lamprell
would pay any further dividends or other distributions or that such
minority Lamprell Shareholders would again be offered the
opportunity to sell their Lamprell Shares on terms which are
equivalent to or no less advantageous than those under the
Offer.
Settlement of consideration
Settlement of consideration to which any accepting Lamprell
Shareholder(s) is entitled under the Offer shall be effected: (i)
in the case of acceptances received and complete in all respects by
5.30 p.m. (London time) on 25 August, within 14 calendar days of
that date; and (ii) in the case of acceptances received and
complete in all respects and received after 5.30 p.m. (London time)
on 25 August but while the Offer remains open for acceptance,
within 14 calendar days of such receipt, in each case in the manner
described in paragraph 16 of Part II of the Offer Document.
General
This announcement should be read in conjunction with the full
text of the Offer Document.
The Offer Document and the Form of Acceptance are available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Lamprell's website at
www.lamprell.com. up to and including the end of the Offer. If you
require assistance please telephone the Receiving Agent on +44
(0)371 664 0443 between 9:00 a.m. to 5:00 p.m. (London time) Monday
to Friday excluding public holidays in England and Wales. Calls
from within the UK are charged at the standard geographic rate and
will vary by provider. Calls from outside the UK will be charged at
the applicable international rate.
Enquiries:
finnCap
(Joint Financial Adviser to Thunderball) +44 (0) 20 7220 0500
Chris Raggett / Henrik Persson /
Fergus Sullivan
Zeus
(Joint Financial Adviser to Thunderball) +44 (0) 20 3829 5000
Nick Cowles / Dan Bate / James Edis
Lamprell plc +44 (0) 7852 618 046
Maria Babkina, Investor Relations
Investec
(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
Important Notices relating to financial advisers
finnCap Limited ("finnCap"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
as financial adviser to Blofeld and joint financial adviser to
Thunderball and no-one else in connection with the matters referred
to in this announcement and will not regard any other person as its
client in relation to such matters and will not be responsible to
anyone other than Blofeld or Thunderball for providing the
protections afforded to clients of finnCap, nor for providing
advice in relation to any matter referred to in this
announcement.
Zeus Capital Limited ("Zeus"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
as financial adviser to AlGihaz and joint financial adviser to
Thunderball and no-one else in connection with the matters referred
to in this announcement and will not regard any other person as its
client in relation to such matters and will not be responsible to
anyone other than AlGihaz or Thunderball for providing the
protections afforded to clients of Zeus, nor for providing advice
in relation to any matter referred to in this announcement.
Investec Bank plc ("Investec"), which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Prudential Regulation Authority and the Financial Conduct
Authority, is acting as financial adviser exclusively to Lamprell
and no-one else in connection with the matters referred to in this
announcement and will not regard any other person as its client in
relation to such matters and will not be responsible to anyone
other than Lamprell for providing the protections afforded to
clients of Investec, nor for providing advice in relation to any
matter referred to in this announcement.
Further information
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, any offer or
invitation or the solicitation of any offer to sell or purchase any
securities or the solicitation of any offer to otherwise acquire,
subscribe for, sell or otherwise dispose of any security pursuant
to the Offer or otherwise. The Offer is made solely by the Offer
Document and Lamprell Shareholders should carefully read the Offer
Document (and, if they hold their Lamprell Shares in certificated
form, the Form of Acceptance) in its entirety before making a
decision with respect to the Offer.
The Offer is governed by English law and is subject to the
jurisdiction of the English Courts. It complies with the applicable
rules and regulations of the Takeover Code, the London Stock
Exchange and the Listing Rules.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Notice to US Shareholders
The Offer is being made in reliance on, and in compliance with,
Rule 14d-1I under the US Securities Exchange Act of 1934, as
amended. The Offer is being made for securities of a non-US company
and US investors should be aware that the Offer Document has been
prepared in accordance with a United Kingdom format and style,
which differs from the United States format and style. The Offer is
subject to disclosure requirements of the United Kingdom and these
are different from those of the United States. Financial
statements, if any, included in the documents relating to the Offer
have been prepared in accordance with International Financial
Reporting Standards that may not be comparable to the financial
statements of United States companies. The payment and settlement
procedures with respect to the Offer will comply with the relevant
United Kingdom rules, which differ from United States payment and
settlement procedures.
In accordance with normal UK practice, Thunderball or its
nominees or brokers (acting as agents), may, from time to time,
make certain purchases of, or arrangements to purchase Lamprell
Shares other than pursuant to the Offer. These purchases may occur
either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such
purchases will be disclosed as required in the UK, will be reported
to a Regulatory Information Service and will be available on the
London Stock Exchange's website at www.londonstockexchange.com. To
the extent that such information is required to be publicly
disclosed in the UK in accordance with applicable regulatory
requirements, this information will, as applicable, also be
publicly disclosed in the United States.
Thunderball is organised under the laws of the Commonwealth of
The Bahamas and Lamprell is organised under the laws of the Isle of
Man. Some or all of the officers and directors of Thunderball and
Lamprell, respectively, are residents of countries other than the
United States. In addition, substantially all of the assets of
Thunderball and Lamprell are located outside the United States. As
a result, it may be difficult for US shareholders to enforce their
rights and any claim they may have arising under the US federal
securities laws, since Thunderball is located in a foreign country,
and some or all of its officers and directors may be residents of
foreign countries. US shareholders may not be able to sue a foreign
company or its officers or directors in a foreign court for
violations of the US securities laws. It may be difficult to compel
a foreign company and its affiliates to subject themselves to a US
court's judgement.
Overseas jurisdictions
The release, publication or distribution of this announcement
in, and the availability of the Offer to persons who are residents,
citizens or nationals of, jurisdictions other than the United
Kingdom may be restricted by laws and/or regulations of those
jurisdictions. Therefore, any persons who are subject to the laws
and regulations of any jurisdiction other than the United Kingdom
should inform themselves about and observe any applicable
requirements in their jurisdiction.
The availability of the Offer to Lamprell Shareholders who are
not resident in and citizens of the United Kingdom may be affected
by the laws of the relevant jurisdictions in which they are located
or of which they are citizens. Persons who are not resident in and
citizens of the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. Lamprell Shareholders who are in any doubt
regarding such matters should consult an appropriate independent
financial adviser in their relevant jurisdiction without delay. To
the fullest extent permitted by applicable law, the companies and
persons involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
Unless otherwise determined by Thunderball or required by the
Takeover Code, and permitted by applicable law and regulation, the
Offer will not be made available, directly or indirectly, in, into
or from, or by the use of the mails of, or by any other means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction and the
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any such jurisdiction.
Accordingly, copies of this announcement and any formal
documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction or any
jurisdiction where to do so would violate the laws of that
jurisdiction and persons receiving this announcement and all such
documents relating to the Offer (including, without limitation,
agents, custodians, nominees and trustees) must not, directly or
indirectly, mail or otherwise forward, distribute or send them in,
into or from any Restricted Jurisdiction. If the Offer is
implemented by way of a Scheme (unless otherwise permitted by
applicable law and regulation), no person may vote in favour of the
Scheme by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction and doing
so may render invalid any related purported vote in respect of the
Scheme.
This announcement has been prepared for the purpose of complying
with English law, and, inter alia, the Takeover Code and the
Listing Rules, and information disclosed may not be the same as
that which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside of
England and Wales.
Further details in relation to overseas Lamprell Shareholders
will be contained in the Offer Document (or, if the Offer is
implemented by way of a Scheme, the Scheme Document).
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. 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 on the 10th Business Day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 pm 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 Takeover Code, any person who is, or
becomes, interested in 1 per cent. 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,
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 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 the 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 of the Takeover Code.
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 of
the Takeover Code).
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.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by Lamprell Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Lamprell may be provided to Thunderball during
the Offer Period as requested under Section 4 of Appendix 4 of the
Code.
Publication on website
A copy of this announcement and other documents in connection
with the Offer will, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, be made available on
Lamprell's website at
https://www.lamprell.com/investors-centre.aspx by no later than 12
noon on the Business Day following the date of the relevant
announcement or document, pursuant to Rule 26.1 of the Takeover
Code. The contents of the website referred to in this announcement
are not incorporated into, and do not form part of, this
announcement.
Requesting hard copy documents
Pursuant to Rule 30.3 of the Takeover Code, a person so entitled
may request a copy of this announcement in hard copy form by
contacting the Receiving Agent, Link Group, during business hours
on +44 371 664 0300 or by submitting a request in writing to the
Receiving Agent at Link Group, Corporate Actions, 10th Floor,
Central Square, 29 Wellington Street, Leeds, LS1 4DL. Calls from
within the UK are charged at the standard geographic rate and will
vary by provider. Calls outside the UK will be charged at the
applicable international rate. The helpline is open between 9.00
a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in
England and Wales. A person may also request that all future
documents, announcements and information to be sent to that person
in relation to the Offer should be in hard copy form. For persons
who receive a copy of this announcement in electronic form or via a
website notification, a hard copy of this announcement will not be
sent unless so requested.
General
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial adviser.
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END
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