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
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
21 JULY 2022
THUNDERBALL INVESTMENTS LIMITED
a newly formed company owned by Blofeld Investment Management Limited and AlGihaz Holding Closed Joint-Stock Company (each a "Consortium Member" and together the "Consortium")
RECOMMENDED CASH OFFER
for
LAMPRELL PLC
1. Introduction
The board of directors of Thunderball Investments Limited ("Bidco") and the board of directors of Lamprell plc ("Lamprell") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Bidco to acquire the entire issued and to be issued share capital of Lamprell not already held by Bidco or any persons acting in concert with it.
Bidco will make the Offer through the despatch of the Offer Document and Form of Acceptance, both of which will be posted to Lamprell Shareholders (or made available electronically in accordance with the Takeover Code) no later than 28 days after the date of this announcement (unless agreed otherwise with the Panel). The Offer Document will contain the formal terms of the Offer. The Form of Acceptance will contain information regarding how Lamprell Shareholders who hold Lamprell Shares in certificated form can accept the Offer.
Bidco will also make the Bridge Finance Facility available to the Lamprell Group on the terms and conditions summarised in paragraph 7 below. Subject to the satisfaction of certain customary conditions precedent, the Bridge Finance Facility shall be available in accordance with its terms following release of this announcement.
2. The Offer
Under the terms of the Offer, which will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the full terms and conditions to be set out in the Offer Document and, in respect of Lamprell Shares held in certificated form, the Form of Acceptance, Lamprell Shareholders shall be entitled to receive:
The Offer values the entire issued and to be issued ordinary share capital of Lamprell (assuming the full exercise of rights under the Lamprell Share Plans) at approximately
The Lamprell Shares which are not held by Bidco (or any persons acting in concert with it) will be acquired pursuant to the Offer fully paid and free from all liens, charges, equities, encumbrances, rights of pre-emption and any other third party rights or interest of any nature whatsoever and together with all rights attaching thereto, including without limitation voting rights and the rights to receive and retain in full all dividends and distributions (if any) announced, declared, made or paid with a record date on or after the date of this announcement.
If, on or after the date of this announcement, any dividend and/or other distribution and/or other return of capital is declared, made or paid or becomes payable in respect of Lamprell Shares, Bidco reserves the right to reduce the consideration payable under the terms of the Offer by an amount up to the amount of such dividend and/or distribution and/or return of capital, in which case any reference in this announcement to the consideration payable under the Offer will be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Offer. In such circumstances, Lamprell Shareholders would be entitled to retain any such dividend, distribution or other return of capital declared, made or paid or which becomes payable.
The Offer shall be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Offer Document, and, in respect of Lamprell Shares held in certificated form, the Form of Acceptance, including valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the Unconditional Date (or such other time(s) and/or date(s) as Bidco may, in accordance with the Takeover Code and where applicable with the consent of the Panel, decide) in respect of such number of Lamprell Shares which, when aggregated with the Lamprell Shares held by Bidco (and any persons acting in concert with it) at the date of the Offer and any Lamprell Shares acquired or agreed to be acquired by Bidco or any person acting in concert with Bidco on or after such date, carry more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Lamprell including for this purpose any such voting rights attaching to Lamprell Shares that are unconditionally allotted but not issued before the Offer becomes or is declared unconditional whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.
Bidco reserves the right to elect to implement the Offer by way of a Scheme as an alternative to the Offer (subject to the consent of the Panel).
3. Background to and reasons for the Offer
Blofeld hold shares representing approximately 25.50 per cent. of Lamprell's issued voting rights and is associated with the Company's joint venture operating partners in Lamprell Saudi Arabia LLC, a limited liability company registered in the
Bidco recognises the strength of Lamprell's market position, and the progress the Lamprell Group made in delivering a strategic transformation over the past five years against a backdrop of a depressed oil industry and more recently, significant disruptions and cost implications of COVID-19. Bidco believes Lamprell's high quality pipeline has the potential to convert into a high margin backlog and believes that the market segments in which Lamprell operates are underpinned by positive long-term fundamentals. However, to secure the required funding and deliver on Lamprell's pipeline, Bidco believes Lamprell would benefit from being in private ownership, facilitating a recapitalisation and recalibration of the business. This is particularly acute given the financial position of Lamprell:
• Lamprell now faces urgent and severe liquidity constraints and requires an immediate funding solution in order to meet funding obligations of c.
• in addition to the immediate funding obligations, Lamprell has material medium-term financial commitments of c.
• in the event an offer on an equity basis and bridging financing cannot be obtained in the very near term, then Lamprell will need to consider and take steps to implement alternatives which seek to protect the interests of financial creditors, commercial counterparties and employees and which safeguard the rescue of the business as a going concern, but which may result in no value being attributed to the existing equity. There can be no guarantee that Lamprell will be able to implement alternatives in the available timeframe.
Bidco intends, following completion of the Offer and the delisting of Lamprell's shares and its re-registration as a private company, to commence a period of strategic review with external expert consultants to ensure that the Company is operationally and financially optimised so far as is possible. Operating as a private company with a simplified corporate structure and a reduced regulatory burden, Lamprell will be able to benefit from the elimination of the numerous costs associated with maintaining a
Following the completion of the Offer and the delisting of Lamprell's shares and its re-registration as a private company, Lamprell Shareholders who choose not to accept the Offer will remain Lamprell Shareholders in its unlisted private form. 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 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 an opportunity to sell their Lamprell Shares on terms which are equivalent to or no less advantageous than those under the Offer.
The Offer provides the Lamprell Shareholders with a certain liquidity opportunity in circumstances where such shareholders would face, at best, extreme dilution in earnings or equity as a consequence of Lamprell's severe near-term liquidity constraints and immediate funding requirements. Bidco must however also caution Lamprell Shareholders that Lamprell must, following completion of the Offer, undertake a refinancing or restructuring of its borrowings and, whilst no discussions have been had as to the terms of any such refinancing or restructuring, this will likely lead to equity and/or earnings dilution for remaining Lamprell Shareholders.
4. Information about Bidco and the Consortium
Bidco is a newly incorporated company, formed on behalf of the members of the Consortium. It is a limited company registered in
Blofeld is a company that was incorporated in
Founded in 1975 by Mr. Said Ali AlAngari, AlGihaz is a global investment holding company based in the
AlGihaz is headquartered in
5. Information about Lamprell
Lamprell is a public limited company incorporated in the
Lamprell was admitted to the Alternative Investment Market of the London Stock Exchange on 16 October 2006 and was subsequently admitted to trading on the Main Market on 6 November 2008.
Lamprell has an established track record as a provider of services to the international energy sector, with over 40 years' experience delivering high quality projects. It designs, constructs and delivers assets and performs services that help its clients to produce energy safely, efficiently and cost-effectively.
Historically, Lamprell has provided engineering, procurement, construction and other contracting services to the energy industries. Lamprell has built high-quality complex onshore and offshore process modules, platforms and wind farm foundations for its clients, and holds leading market positions in jackup rig and liftboat projects. It has also delivered land rigs, rig refurbishment projects and provided related oil and gas contracting services. Since 2016, and following the collapse of the global market for newly built jackup rigs, Lamprell and its management have taken significant steps to diversify and transform its business to reflect the changing dynamics in the energy industry with a focus on diversifying its addressable markets. This involved establishing a strong position in the supply chain building critical infrastructure for major renewables projects, as well as developing various digital initiatives which have the potential to improve the Lamprell Group's productivity and generate new revenue streams.
On 14 January 2021, Lamprell launched 'Lamprell Reimagined', a strategy aimed at broadening its addressable markets, both geographically and by industry, and creating a strong foothold in the global renewables sector and in the
• Renewables: the renewables business unit comprises Lamprell's existing business to build wind turbine generator foundations for offshore wind projects.
• Oil and Gas: the oil and gas business unit comprises Lamprell's activities in engineering, procurement, construction and installation projects, rig fabrication, rig refurbishment and other services to this industry.
• Digital: encompasses the technology and intellectual property development teams that have successfully implemented a range of technologies in Lamprell's yards, such as the deployment of adaptive robotic welding, facial recognition technology and a proprietary digital quality management system. It also comprises Lamprell's partnership with Injazat/G42 and Akselos.
6. Intentions of Bidco
a. Intentions for the future business of Lamprell
Bidco recognises the strength of Lamprell's market proposition, people and partners; believes that Lamprell can and should be rescued; and that the opportunities ahead are capable of generating considerable value over the longer-term. For example, Bidco is aware of the extent of the current bidding pipeline of Lamprell and intends to work with Lamprell's management and employees to continue driving growth in its current markets. Bidco considers, however, that achieving this requires Lamprell to become operationally and financially sound and for its management team to be able to plan and invest over the long term. This would be most effectively undertaken outside the strictures and glare of the public markets, such that Lamprell can execute its strategy with appropriate support, capital and assistance from Bidco, Bidco's investors, other stakeholders and advisers with significant operational experience, expertise and resources.
Bidco recognises, amongst other considerations, that the regulatory and governance framework is different for unlisted companies as to publicly quoted companies. As Bidco intends, as set out below, to procure a cancellation of Lamprell's publicly traded status, the ability of Lamprell Shareholders to trade their Lamprell Shares in the future will be impaired. As such, Bidco is making the Offer in order to provide an opportunity to those Lamprell Shareholders who wish to exit to do so, whilst also allowing those Lamprell Shareholders who are willing and able to do so to remain as shareholders in its unlisted form.
Given Lamprell's near-term liquidity position and immediate funding requirements, Bidco has not yet assessed its intentions with regards to the detail of the operations of the business. Bidco has not, therefore, begun to consider the operational changes, if any, that it may consider necessary to repair and improve the Company. It is however clearly apparent that Lamprell must be recapitalised, and then subjected to operational review, recalibration and optimisation.
Following completion of the Offer, Bidco intends to work closely with Lamprell's management, and where appropriate, other stakeholders, to undertake a review of the Lamprell business in order to determine the short and long-term objectives for the business and how they can best be delivered in a collaborative way. The detailed scope of this review and the appropriate timetable for its completion has not yet been finalised, but Bidco anticipates this review will be completed within approximately twelve months from the completion of the Offer. The review will focus on all aspects of the business and the opportunities available to it and how best to drive forward the business and operations of Lamprell.
Separately, AlGihaz and Asyad, being a company associated with but separate from Blofeld, intend to combine their existing and future commercial business interests in oil and gas and renewable energy in
b. Intentions for management and employees
Bidco attaches great importance to the skills, knowledge and expertise of Lamprell's management and employees and expects that they will be the key to the success of Lamprell in the future. As such, Bidco intends to assess the skill sets needed to improve the competitiveness of the Company.
Following completion of the Offer and subject to the passing of the resolution to cancel the listing of Lamprell Shares on the Official List and to cancel the trading of the Lamprell Shares on the Main Market and subject to the passing of the resolution to re-register Lamprell as a private company, certain functions which have historically been related to Lamprell's publicly traded status will no longer be required or will be reduced in size to reflect Lamprell ceasing to be a listed company. The number of affected individuals is not expected to be material. Accordingly, it is expected that the non-executive directors of Lamprell will resign as directors of Lamprell with effect from completion of the Offer. Bidco intends to procure the appointment of its own representatives to the board of directors of Lamprell following completion of the Offer.
In addition, following completion of the Offer, Bidco intends, as part of its review, to work with Lamprell's management team and, leveraging its expertise and experience in this market, to identify areas for operational improvements to Lamprell's business and operations. Given the urgency of Lamprell's financial circumstances, this review has not commenced and no firm decisions have been made by Bidco in relation to specific actions which may be taken. This review will include the conditions of employment and the balance of skills required and functions of Lamprell employees, along with the management incentive structure of Lamprell.
Bidco's expectation is that some rationalisation and restructuring will be required; subject to conducting its own review, Bidco intends to continue to adopt the current restructuring plans for Lamprell's business and operations which have the intention of creating three discrete business units of 'Renewables', 'Oil and Gas' and 'Digital'. Bidco has not had the opportunity to commence a sufficiently detailed review to formulate comprehensive plans or intentions regarding the impact of the Offer on Lamprell or its employees and further analysis will be undertaken. Bidco considers it likely, with regret, that some reductions in headcount will follow.
The finalisation and implementation of any headcount reductions will be subject to comprehensive planning and appropriate engagement with stakeholders, including affected employees and any appropriate employee representative bodies. Efforts will be made to mitigate headcount reductions through redundancies, via natural attrition, the elimination of vacant roles and alternative job opportunities. Any affected individuals will be treated in a manner consistent with Lamprell's high standards, culture and practices.
Notwithstanding the above, Bidco recognises the contributions made by Lamprell's management and employees to the ongoing operations of Lamprell and believes that they are important to the future development of Lamprell. Bidco is disappointed that the financial circumstances of Lamprell are such that operational efficiencies are likely to be required.
c. Intentions for existing rights and end of service benefits
Following the completion of the Offer, the existing employment rights, including end of service benefits, of the management and employees of Lamprell shall be fully safeguarded in accordance with applicable law. Bidco does not intend to make any material changes in the terms and conditions of employment of Lamprell employees or the contribution arrangements for any of Lamprell's end of service benefits or the admission of new members.
d. Intentions for management incentivisation arrangements
Bidco has not entered into, and has not discussed, any form of incentivisation arrangements with members of Lamprell's management but may put in place incentive arrangements for certain members of the Lamprell management team following completion of the Offer.
e. Intentions for headquarters, locations, fixed assets and research and development
Bidco believes that the core of the business should be maintained in its Hamriyah and Jebel Ali locations and intends to maintain the Company's current headquarters in the
Lamprell does not currently have a research and development function save in connection with certain elements of Lamprell's 'Digital' business unit. Bidco has no plans to change this.
f. Trading facilities
Lamprell Shares are currently listed on the Official List and admitted to trading on the Main Market.
As set out in paragraph 15 below, Bidco intends to de-list Lamprell from the Main Market and applications will be made for the cancellation of the listing of Lamprell Shares on the Official List and the cancellation of trading of the Lamprell Shares on the Main Market.
Subject to the passing of the resolution to cancel the listing of Lamprell Shares on the Official List and to cancel the trading of the Lamprell Shares on the Main Market and subject to the passing of the resolution to re-register Lamprell as a private company, the Takeover Code will no longer apply to Lamprell.
None of the statements in this paragraph 6 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.
7. Bridge Finance Facility
On 21 July 2022, Maverick Investment Holding Ltd ("Maverick"), a company under the control of a member of the AlSayed family (as a lender and security holder), AlGihaz (as a lender), Lamprell Energy Limited (as the borrower) and Maritime Industrial Services Co. Ltd. Inc, Lamprell, Rig Metals LLC, Sunbelt Middle East Safety Services LLC and Lamprell Investment Holdings Ltd (each as a guarantor) entered into the bridge loan facility agreement (the "Bridge Loan Facility Agreement"). Pursuant to the Bridge Loan Facility Agreement, Maverick and AlGihaz each agreed to make available to Lamprell Energy Limited a total loan facility of up to
The Bridge Finance Facility is being made available (i) to repay Lamprell Energy Limited's existing lenders pursuant to the facility agreement dated 28th October 2021 between Lamprell Energy Limited, Lamprell (as guarantor), First Abu Dhabi Bank PJSC (as agent and security agent), Emirates Development Bank and First Abu Dhabi Bank PJSC (each as an arranger and a lender), and supported by Etihad Credit Insurance (the "ECI Facility") in full and any available commitments will be cancelled; and (ii) to fund operating costs projected to fall due following the date of the Bridge Loan Facility Agreement, strictly in accordance with an operating cashflow to be agreed between the parties therein.
The participation of Maverick and AlGihaz in the Bridge Finance Facility constitutes a related party transaction under Rule 11 of the Listing Rules which requires Lamprell Shareholder approval. Lamprell has sought a derogation from the FCA regarding Rule 11 of the Listing Rules. For the purposes of the derogation, Lamprell has confirmed to the FCA pursuant to Rule 10.8.3G of the Listing Rules that (a) due to the several financial difficulties of Lamprell, the negotiation of the Bridge Finance Facility does not allow sufficient time to seek Lamprell Shareholder approval; (b) all alternative methods of financing have been exhausted and the only option remaining to Lamprell is to proceed with entry into the Bridge Finance Facility and the Offer; (c) in taking the decision to recommend the Offer and enter into the Bridge Finance Facility, the Lamprell Directors have had regard to their legal duties and consider that they are acting in the best interests of Lamprell and Lamprell Shareholders as a whole and that unless the Offer and the Bridge Finance Facility is implemented and available, Lamprell would likely end up in insolvency which would highly likely result in zero value for Lamprell Shareholders; and (d) the Offer and the Bridge Finance Facility is the only option available to Lamprell in the current circumstances in order to avoid insolvency proceedings which would highly likely result in zero value to Lamprell Shareholders.
For these reasons and having reference to the severe financial difficulty of Lamprell as set out in its announcement of 24 June 2022, the Lamprell Directors believe that the Bridge Finance Facility is in the best interests of Lamprell and Lamprell Shareholders as a whole. The Lamprell Directors confirm that if the Bridge Finance Facility is not available to Lamprell, Lamprell will be unable to meet its financial commitments as they fall due and consequently will be unable to continue to operate as a going concern resulting in the appointment of receivers, liquidators or administrators. The Lamprell Directors are of the opinion that the Lamprell Group does not have sufficient working capital for its present requirements, that is for at least 12 months following the date of this announcement. In addition, the Lamprell Directors are of the opinion, taking into account the funds available to Lamprell pursuant to the Bridge Finance Facility, the Lamprell Group does not have sufficient working capital for its present requirements, that is for at least 12 months following the date of this announcement. Consideration of additional future financing may have to be undertaken by the Lamprell Directors to ensure Lamprell's ability to continue to operate as a going concern. In addition to the confirmations provided to the FCA by Lamprell, Investec, in its capacity as sponsor to Lamprell, has confirmed to the FCA that, in its opinion and on the basis of the information available to it, Lamprell is in severe financial difficulty and will not be in a position to meet its obligations as they fall due unless the Bridge Finance Facility is entered into by Lamprell. In light of the events described in this paragraph 7, EY, in its capacity as restructuring financial adviser to Lamprell, has confirmed to Lamprell that, following review of Lamprell management's cash flow analysis, in the absence of the Bridge Finance Facility being made available to the Lamprell Group on the currently proposed terms, the Lamprell Group would be expected to file for insolvency proceedings by 31 July 2022.
As such, the Lamprell Board is of the opinion that the Bridge Finance Facility is fair and reasonable so far as the Lamprell Shareholders are concerned and the Lamprell Directors have been so advised by Investec as sponsor. In providing advice to the Lamprell Board, Investec has taken into account the Lamprell Board's commercial assessment of the Bridge Finance Facility.
On the basis of these confirmations, the FCA has granted a derogation from Rule 11 of the Listing Rules and consented to the Bridge Loan Facility Agreement being entered into by Lamprell without the prior approval of the Lamprell Shareholders.
8. Irrevocable undertakings
Bidco has received irrevocable undertakings to accept the Offer (or in the event that the Offer is implemented by a Scheme, to vote or procure voting in favour of such Scheme at the court meeting and the resolutions relating to the Offer at a Lamprell general meeting) from the Lamprell Directors that hold Lamprell Shares (and persons connected with them) in respect of 1,408,426 Lamprell Shares, representing in aggregate approximately 0.34 per cent. of the existing issued ordinary share capital of Lamprell (excluding treasury shares) as at the Last Practicable Date. The irrevocable undertakings include an undertaking to vote in favour of resolutions to cancel the listing of the Lamprell Shares and to re-register Lamprell as a private limited company. These irrevocable undertakings cease to be binding, inter alia, on the earlier of the Long-Stop Date and the time and date on which the Offer (whether implemented by way of a Scheme or an Offer) is withdrawn, lapses or otherwise terminates in accordance with its terms (provided that the reason is not because Bidco has elected to proceed by way of a scheme rather than by way of an offer or vice versa), or Bidco announces, with the consent of the Panel, that it does not intend to proceed with the Offer and no new, revised or replacement offer or scheme is announced in accordance with Rule 2.7 of the Takeover Code within 10 Business Days of such announcement.
In addition, Bidco has received an irrevocable undertaking to accept the Offer from Lamprell Holdings Limited in respect of 18,492,426 Lamprell Shares, representing in aggregate approximately 4.48% per cent. of the existing issued ordinary share capital of Lamprell (excluding treasury shares) as at the Last Practicable Date. The irrevocable undertaking includes an undertaking to vote in favour of resolutions to cancel the listing of the Lamprell Shares and to re-register Lamprell as a private limited company in respect of 100,939,865 Lamprell Shares, representing approximately 24.45 per cent. of the existing issued ordinary share capital of Lamprell (excluding treasury shares) as at the Last Practicable Date.
The irrevocable undertaking from Lamprell Holdings Limited cease to be binding, inter alia, on the earlier of the Long-Stop Date and the time and date on which the Offer is withdrawn, or lapses or otherwise terminates in accordance with its terms or Bidco announces (with the consent of the Panel) that it does not intend to proceed with the Offer and no new or replacement offer is announced in accordance with Rule 2.7 of the Takeover Code at the same time or (except with the consent of the Panel) if the Offer Document is not released by the date which is 28 days after the date of release of this announcement.
Therefore, Bidco has received irrevocable undertakings:
(a) to accept the Offer in respect of, in aggregate, 19,900,852 Lamprell Shares, representing approximately 4.82 per cent. of the existing issued ordinary share capital of Lamprell (excluding treasury shares) as at the Last Practicable Date; and
(b) to vote in favour of a resolution to cancel the listing of the Lamprell Shares and to re-register Lamprell as a private limited company, in respect of, in aggregate, 100,939,865 Lamprell Shares, representing approximately 24.45 per cent. of the existing issued ordinary share capital of Lamprell (excluding treasury shares) as at the Last Practicable Date.
Further details of these irrevocable undertakings (including the circumstances in which they cease to be binding) are set out in Appendix III to this announcement.
9. Lamprell Shares to which the Offer relates
The Offer shall extend to the Lamprell Shares not already owned by Bidco or any person acting in concert with it, which represent approximately 45.2 per cent. of Lamprell's existing issued ordinary share capital (excluding treasury shares) as at the Last Practicable Date.
In addition, the Offer shall extend to any Lamprell Shares which are unconditionally allotted or issued and fully paid (or credited as fully paid) on or before the date on which the Offer closes as to acceptances (or such earlier date as Bidco may, subject to the Takeover Code, decide) including any such Lamprell Shares allotted or issued pursuant to the Lamprell Share Plans before the date on which the Offer closes.
Participants in or other holders of rights under the Lamprell Share Plans will be contacted in due course through separate letters regarding the effect of the Offer on their rights under the Lamprell Share Plans and the action they may take in respect of their rights and any Lamprell Shares they may acquire pursuant to such rights.
10. Financing of the Offer
The cash consideration payable to Lamprell Shareholders by Bidco under the terms of the Offer will be financed by Bidco through shareholder loans into Bidco to be made by Blofeld and AlGihaz.
FinnCap and Zeus, as joint financial advisers to Bidco, are satisfied that sufficient cash resources are available to Bidco to enable it to satisfy in full the cash consideration payable to Lamprell Shareholders under the terms of the Offer.
11. Disclosure of interests in Relevant Securities
In this paragraph 11, "Relevant Securities'' means Lamprell Shares and securities convertible into, or rights to subscribe for, options (including traded options) in respect thereof and derivatives referenced thereto.
As at the close of business on 20 July 2022 (being the Last Practicable Date), the members of the Consortium (including Mr. Sami AlAngari being a person acting in concert with AlGihaz) had the following interests in or rights to subscribe for Relevant Securities:
|
Name |
Number of Lamprell Shares interested in |
Interest as a percentage of issued Lamprell Shares |
|
Blofeld |
105,268,485 |
25.50%
|
|
Mr. Sami AlAngari
|
81,239,482 |
19.68% |
As at the close of business on 20 July 2022 (being the Last Practicable Date), save as disclosed in this announcement:
(i) Bidco does not have any interest in, or right to subscribe for, any Relevant Securities;
(ii) Bidco does not have any short positions in respect of the Relevant Securities (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;
(iii) Bidco does not have any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code in relation to the Relevant Securities;
(iv) Bidco has not borrowed or lent (including, for these purposes, entering into any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code) any Relevant Securities, save for any borrowed shares which have been either on-lent or sold; or
(v) Bidco does not have any outstanding irrevocable commitment or letter of intent with respect to Relevant Securities, other than provided for in the Share Exchange Agreement.
12. Opening position disclosure
On 7 July 2022, Blofeld made a public Opening Position Disclosure setting out all the relevant details required to be disclosed by it under Rule 8.1(a) of the Takeover Code.
On 18 July 2022, Bidco made a public Opening Position Disclosure setting out all the relevant details required to be disclosed by it under Rule 8.1(a) of the Takeover Code.
13. Offer-related arrangements
a. Non-disclosure agreements
On 19 April 2022, Blofeld entered into a non-disclosure agreement in relation to the Offer (the "Blofeld NDA"), pursuant to which, amongst other things, Blofeld gave certain undertakings to: (i) subject to certain exceptions, keep information relating to Lamprell and the Offer confidential and not to disclose it to third parties (other than AlGihaz in the context of the Offer); and (ii) use such confidential information only in connection with the Offer. These confidentiality obligations will remain in force until the earlier of (i) completion of the Offer or (ii) two years from the date of the Blofeld NDA.
On 8 July 2022, AlGihaz entered into a non-disclosure agreement in relation to the Offer (the "AlGihaz NDA"), pursuant to which, amongst other things, AlGihaz gave certain undertakings to: (i) subject to certain exceptions, keep information relating to Lamprell and the Offer confidential and not to disclose it to third parties (other than Blofeld in the context of the Offer); and (ii) use such confidential information only in connection with the Offer. These confidentiality obligations will remain in force until the earlier of (i) completion of the Offer or (ii) two years from the date of the AlGihaz NDA.
b. Bid Conduct Agreement
Blofeld and AlGihaz have each entered into a bid conduct agreement dated 21 July 2022 (the "Bid Conduct Agreement"), pursuant to which they have agreed certain principles in accordance with which they intend to co-operate on evaluating and implementing the Offer, and the basis on which they intend to hold their interests in Bidco. Pursuant to the terms of the Bid Conduct Agreement, the Consortium agrees:
• to co-operate and work together in good faith in considering the Offer;
• not to do anything which may be prejudicial to the completion of the Offer (or reasonably be expected to have the effect of delaying, disrupting or otherwise frustrating the Offer);
• to appoint Blofeld to lead the conduct of the Offer, subject to customary decisions regarding the Offer requiring the prior written consent of AlGihaz; and
• customary standstill undertakings in relation to themselves and their concert parties.
The Bid Conduct Agreement will expire and terminate upon the earlier of: (i) 14 days after the date on which the Offer becomes or is declared unconditional in all respects (if implemented by way of a takeover offer) or becomes effective (in the case of a Scheme); (ii) by unanimous decision of the Consortium in writing; (iii) the Offer lapsing or being withdrawn; (iv) a competitive offer becoming effective or unconditional in all respects; and (v) certain circumstances in the event that an increased offer is to be made by the Consortium in respect of Lamprell.
c. Share Exchange Agreement
Bidco, Blofeld, AlGihaz and Mr. Sami AlAngari have entered into a share exchange agreement dated 21 July 2022 (the "Share Exchange Agreement"), pursuant to which each of Blofeld and Mr. Sami AlAngari have agreed to transfer, or procure to transfer, to Bidco its/his Lamprell Shares, to take effect on or shortly after the Offer becomes or is declared unconditional in all respects. In consideration for such transfers, Bidco shall issue unsecured loan notes of
d. Bridge Loan Facility Agreement
On 21 July 2022, Maverick, (as a lender and security holder), AlGihaz (as a lender), Lamprell Energy Limited (as the borrower) and Maritime Industrial Services Co. Ltd. Inc, Lamprell, Rig Metals LLC, Sunbelt Middle East Safety Services LLC and Lamprell Investment Holdings Ltd (each as a guarantor) entered into the Bridge Loan Facility Agreement. Pursuant to the Bridge Loan Facility Agreement, Maverick and AlGihaz each agreed to make available to Lamprell Energy Limited a total loan facility of up to
The Bridge Finance Facility is being made available (i) to repay Lamprell Energy Limited's existing lenders pursuant to the ECI Facility in full and any available commitments will be cancelled; and (ii) to fund operating costs projected to fall due following the date of the Bridge Loan Facility Agreement, strictly in accordance with an operating cashflow to be agreed between the parties therein.
The Bridge Loan Facility Agreement will terminate on the earlier of (i) the date falling three months after the date on which the Offer is either (in the case of a contractual offer) becomes or is declared wholly unconditional; or (ii) the date falling three months after the date on which the Offer lapses or is withdrawn. Interest will accrue at the rate of 12 per cent. per annum on each loan.
The Bridge Loan Facility Agreement includes customary representations and undertakings and financial information rights. Bidco will receive security over the shares, movable assets, accounts and receivables in favour of Maverick as security holder.
14. Further terms and Conditions of the Offer
It is intended that the Offer will be implemented by way of a takeover offer. The Offer will be subject to the Conditions and further terms set out in Appendix I of this announcement and to the full terms and conditions to be set out in the Offer Document and, in respect of Lamprell Shares held in certificated form, the Form of Acceptance.
The Offer and acceptances will be governed by English law and will be subject to the jurisdiction of the English courts. The Offer will be subject to the applicable requirements of, inter alia, the Takeover Code, the Panel, the London Stock Exchange and the FCA.
Bidco reserves the right, with the consent of the Panel and Lamprell, to elect to implement the acquisition of the Lamprell Shares by way of a scheme of arrangement of Lamprell under section 152 of the Isle of Man Companies Act 1931.
15. Cancellation of trading, compulsory acquisition and re-registration
Lamprell Shares are currently admitted to trading on the Main Market. It is intended that, subject to compliance with applicable requirements of the Listing Rules, a request will be made to the London Stock Exchange to cancel trading in Lamprell Shares on the Main Market, to take effect on or shortly after the Offer becomes or is declared unconditional in all respects.
If Bidco receives acceptances under the Offer in respect of, and/or otherwise acquires or contracts to acquire, 90 per cent. or more in nominal value of Lamprell Shares and of the voting rights carried by those Lamprell Shares, Bidco may, subject to the provisions of the IoM Companies Act, exercise its rights in accordance with section 154 of the IoM Companies Act to acquire compulsorily the remaining Lamprell Shares on the same terms as the Offer.
It is also intended that, following and assuming the cancellation of trading of Lamprell Shares on the Main Market, Lamprell will be re-registered as a private company.
16. Overseas Lamprell Shareholders
The availability of the Offer to Lamprell Shareholders who are not resident in the
17. Consents
Each of EY, finnCap, Zeus and Investec has given and not withdrawn its consent to the publication of this announcement with the inclusion herein of the references to its name in the form and context in which such references appear.
18. Documents on display
Copies of the following documents will, by no later than 12 noon on the Business Day following the date of this announcement, be published on Lamprell's website at https://www.lamprell.com/investors-centre.aspx and will be available for inspection on such website until the end of the Offer Period:
(i) this announcement;
(ii) the irrevocable undertakings listed in Appendix III to this announcement;
(iii) the Blofeld NDA;
(iv) the AlGihaz NDA;
(v) the Bid Conduct Agreement;
(vi) the Share Exchange Agreement;
(vii) the Bridge Loan Facility Agreement; and
(viii) consent letters from each of EY, finnCap, Zeus and Investec.
Copies of further announcements and other documents in connection with the Offer will, subject to certain restrictions relating to persons resident in any Restricted Jurisdictions, be made available on Lamprell's website 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 websites referred to in this announcement are not incorporated into, and do not form part of, this announcement.
19. 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 Company's registrars, Link Group during business hours on 0371 664 0300 (or if calling from outside the
20. Expected timetable
It is intended that the formal Offer Document containing further details of the Offer and the Form of Acceptance will be dispatched to Lamprell Shareholders (other than to persons in a Restricted Jurisdiction) no later than 28 days after the date of this announcement (unless agreed otherwise with the Panel).
The Offer will not proceed, will lapse or will be withdrawn if sufficient acceptances have not been received so as to enable Condition 1 of Part A of Appendix I to be satisfied by midnight (
An indicative timetable setting out the expected dates for implementation of the Offer will be included in the Offer Document.
21. Recommendation
The Lamprell Board, having been so advised by Investec as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing financial advice to the Lamprell Directors, Investec has taken into account the commercial assessments of the Lamprell Directors. Also, Investec has taken into consideration the very challenging financial position where insolvency is a significant possibility by the end of July 2022. The Offer also includes the provision of a secured US$145 million bridging loan from Maverick and AlGihaz. This bridge financing is vital for the Company to avoid insolvency (which would highly likely result in zero value to Lamprell Shareholders) and for the Offer to be made to Lamprell Shareholders.
The Lamprell Board is of the opinion that the Bridge Finance Facility is fair and reasonable so far as the Lamprell Shareholders are concerned and the Lamprell Directors have been so advised by Investec as sponsor. In providing advice to the Lamprell Board, Investec has taken into account the Lamprell Board's commercial assessment of the Bridge Finance Facility.
The Board also notes the intention of the Joint Bidders to delist the Company following completion of the Offer. 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 an opportunity to sell their Lamprell Shares on terms which are equivalent to or no less advantageous than those under the Offer.
Accordingly, the Lamprell Directors, who have been so advised by Investec, consider the terms of the Offer to be fair and reasonable and unanimously recommend that all Lamprell Shareholders accept the Offer (or in the event that the Offer is implemented by way of a Scheme, to vote or procure voting in favour of such Scheme at the court meeting and the resolutions relating to the Offer at an Lamprell general meeting). Investec is providing independent financial advice to the Lamprell Directors for the purposes of Rule 3 of the Takeover Code.
22. Background to and reasons for the recommendation
a. Lamprell strategic transformation
In the last few years, Lamprell has undergone a major strategic transformation to implement Lamprell's 'Lamprell Reimagined' strategy, in order to align the Lamprell Group to the energy transition and future opportunities, reorganising the structure of the business into three units of 'Renewables', 'Oil and Gas' and 'Digital'.
b. Yard upgrade programme and capital requirements to deliver strategy
As a key component of the 'Lamprell Reimagined' strategy and in order to deliver the capacity necessary to meet the requirements of Lamprell's customers particularly in the 'Renewables' business unit, Lamprell has commenced a significant yard upgrade programme, including the construction of a renewables serial production line. Lamprell expects that, once completed, this will enable the construction of jacket components, transition pieces and monopiles, thereby expanding Lamprell's capacity and product offering. For example, as announced on 22 March 2022, Lamprell signed a capacity reservation agreement for the Moray West Offshore Wind Farm, a major project in
c. Significant market headwinds including impact of COVID-19
As announced on 7 February 2022, Lamprell's performance continued to be affected by a number of factors, including the delivery of legacy, low margin projects and insufficient revenue levels as Lamprell emerges from a prolonged period of low market activity due to the low energy prices and more latterly, the impact of COVID-19. New awards for Lamprell in all end markets over the past two years were below expectations, impacted by COVID-19 and due in part to client concerns regarding the liquidity constraints that Lamprell faces as well as Lamprell's balance sheet strength to support large scale projects. Multiple lockdowns and travel restrictions affected Lamprell's supply chain and labour availability during the previous financial year, and while Lamprell made progress on all ongoing projects, incremental costs due to reduced productivity and the rephasing of work have led to less efficient operations as a result. In particular, the emergence of the Omicron COVID-19 variant in late 2021 and early 2022 led to 1,200 of Lamprell staff being in quarantine.
d. Urgent funding and working capital requirements
As set out in Lamprell's announcement of 24 June 2022 headed 'Trading, Funding & Liquidity Update', following the balance sheet recapitalisation programme launched by Lamprell in 2021, Lamprell sought solutions to fulfil its near-term working capital needs and achieve its strategic objectives in the medium term, requiring funds of
The 2021 Interim Results also set out that Lamprell intended to secure further capital, in the form of a second working capital facility of
e. Alternative options explored by Lamprell
As a result of the working capital and urgent liquidity requirements referred to above, over the past eighteen months, Lamprell has explored a number of alternative financing and strategic options, including asset monetisation, project-specific financing, hybrid facilities and/or additional equity, with the view to delivering the required funding in Q2 2022, in line with Lamprell's working capital requirements. The possible options explored by Lamprell included the following:
· Equity financing: Lamprell has engaged in discussions with its largest shareholders with the intention to receive support for a potential equity fundraise of up to
· Debt financing: Lamprell has been pursuing a number of non-equity related sources of capital with various potential providers of finance since 2019. As mentioned above, in October 2021, Lamprell secured the dirham equivalent of a
· Potential sale of Lamprell's oil and gas business: On 29 March 2022, Lamprell announced that it had received an early-stage proposal for a potential sale of a majority stake in its oil and gas business and that it had entered preliminary discussions with an interested party, the interested party being AlGihaz. Lamprell progressed these discussions with AlGihaz which then formed a consortium including AlGihaz and Lamprell's second largest shareholder, Blofeld. However, it became apparent during the course of negotiations that such a disposal on the terms proposed, would be highly problematic to execute and would ultimately leave Lamprell without a viable business going forward. Therefore, discussions were terminated.
· International Maritime Industries ("IMI") investment: Lamprell has reviewed its financial involvement in IMI in light of its financial position, however any possible monetisation under the terms of the IMI joint venture would not be completed within a time-frame to enable Lamprell to address its urgent liquidity requirements.
· IMI rigs and associated ECA financing: As mentioned above, Lamprell has not been able to access the accordion option available pursuant to the ECA-backed facility. As mentioned in Lamprell's announcement of 24 June 2022, an initial repayment of the dirham equivalent of
In summary, none of the funding alternatives set out above are capable of delivering a solution to the urgent and severe liquidity constraints faced by Lamprell, within the time required. Lamprell requires a funding solution capable of providing at least
Taking into account the above, the Lamprell Board, together with its financial advisers Investec, has carefully considered and evaluated the financial terms of the Offer. Investec is providing financial advice to Lamprell under Rule 3 of the Takeover Code. In making its assessment, the Lamprell Board has also carefully evaluated Bidco's intentions regarding the conduct of the Lamprell business under Bidco's ownership. Accordingly, the Lamprell Directors have decided to recommend unanimously the Offer to Lamprell Shareholders. In deciding to unanimously recommend the Offer, the Lamprell Directors consider that the Offer represents the only executable funding solution available to Lamprell, given that Bidco has procured the Bridge Finance Facility, as well as providing an opportunity which attributes some value to the Lamprell Shares. The Lamprell Board believe that the Offer represents the most realistic means of securing Lamprell's future and there is no present viable alternative likely to produce any value for Lamprell Shareholders.
23. General
Your attention is drawn to the further information contained in the Appendices, which form part of, and should be read in conjunction with, this announcement.
Bidco reserves the right to elect to implement the Offer by way of a Scheme as an alternative to the Offer (subject to the consent of the Panel). In such event, the Scheme will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Offer, subject to appropriate amendments.
Please be aware that addresses, electronic addresses and certain other information provided by Lamprell Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Lamprell may be provided to Bidco during the course of the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code.
Commenting on the Offer, John Malcolm, Lamprell Chairman, said:
"Market conditions for Lamprell have been extremely challenging for several years, with the collapse of the global jack-up drilling market exacerbated by the impact of the pandemic on the industry in delays to projects and increases in costs. Against this backdrop management have worked intensely to position the business for growth, transforming Lamprell's renewables proposition as evidenced by the flow and pipeline of significant project awards. While the outlook is improving, short-term market challenges persist across the industry.
As previously stated, Lamprell requires more time and more capital to deliver on its strategy. In recent months the Lamprell Board has been pursuing all options available to secure further funding, and it is now clear that the path to securing a strong future for Lamprell and its employees is through the proposed acquisition by Bidco. As significant shareholders, they recognise the quality of Lamprell's business and the strengths of Lamprell's market position and prospects. The Offer realises a level of cash value for shareholders today, or provides shareholders with an option to roll forward their investment into the private enterprise.
In that the Offer delivers certainty to Lamprell and secures the future of the Lamprell Group, satisfying critical short term fund criteria, the Board is unanimous in recommendation of the Offer to shareholders."
Enquiries:
On behalf of Bidco:
finnCap +44 (0)20 7220 0500
(Joint Financial adviser to Bidco)
Chris Raggett / Henrik Persson / Kate Bannatyne
Zeus +44 (0)20 3829 5000
(Joint Financial adviser to Bidco)
Nick Cowles / Dan Bate / James Edis
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Dentons UK and Middle East LLP is retained as lead legal adviser to Blofeld. Addleshaw Goddard LLP is retained as lead legal adviser to AlGihaz. Ashurst LLP is retained as lead legal adviser to Lamprell
IMPORTANT NOTES
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 Bidco 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 Bidco 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 Bidco 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 Bidco 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 and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for 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.
Ernst & Young LLP ("EY"), is a multi-disciplinary practice and is authorised and regulated by the Institute of Chartered Accountants in England and Wales, the Solicitors Regulation Authority (authorisation number 614947), the Financial Conduct Authority (registration number 196203) and other regulators. EY is acting as restructuring financial adviser exclusively for 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 EY, nor for providing advice in relation to any matter referred to in this announcement.
The Bidco Directors accept responsibility for the information contained in this announcement relating to Bidco. To the best of the knowledge and belief of the Bidco Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Blofeld Directors accept responsibility for the information contained in this announcement relating to Blofeld. To the best of the knowledge and belief of the Blofeld Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
Mr. Sami AlAngari, in his capacity as a director of AlGihaz, accepts responsibility for the information contained in this announcement relating to AlGihaz. To the best of his knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement for which he accepts responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Lamprell Directors accept responsibility for the information contained in this announcement relating to Lamprell, the Lamprell Directors, their immediate families, related trusts and connected persons (if applicable). To the best of the knowledge and belief of the Lamprell Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such 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 will be made solely by the Offer Document (or, if the Offer is implemented by way of a Scheme, the Scheme Document) (together with, in the case of Lamprell Shares in certificated form, the Form of Acceptance), which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. 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 (or, if the Offer is implemented by way of a Scheme, the Scheme Document) before making a decision with respect to the Offer. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information in the Offer Document and Form of Acceptance as applicable (or, if the Offer is implemented by way of a Scheme, the Scheme Document).
The Offer will be subject to the Conditions and further terms set out in this announcement and to the full terms and conditions that will be set out in the Offer Document and, in respect of Lamprell Shares held in certificated form, the Form of Acceptance.
It is intended that the Offer Document and Form of Acceptance containing further details of the Offer will be despatched to Lamprell Shareholders (other than to persons in a Restricted Jurisdiction) no later than 28 days after the date of this announcement (unless agreed otherwise with the Panel).
Bidco reserves the right to elect to implement the Offer by way of a Scheme as an alternative to the Offer (subject to the Panel's consent). In such event, the Scheme will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Offer, subject to appropriate amendments to reflect, among other things, the change in method of effecting the Offer.
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. 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, Bidco 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 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.
Bidco 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 Bidco and Lamprell, respectively, are residents of countries other than the United States. In addition, substantially all of the assets of Bidco 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 Bidco 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 Bidco 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 mails or any 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 where to do so would violate the laws in that jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. 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 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).
Forward-looking statements
This announcement, including the information included in this announcement, oral statements made regarding the Offer, and other information published by Bidco and Lamprell, contain certain forward-looking statements. The forward-looking statements contained therein include statements about the expected effects of the Offer on Bidco and the Lamprell Group, strategic options, the expected timing and scope of the Offer, and all other statements in this announcement other than historical facts. These statements are based on the current expectations and are naturally subject to uncertainty and changes in circumstances. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "budget", "schedule", "forecast", "project", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", "subject to", or other words of similar meaning. By their nature, forward-looking statements involve known and unknown risks and uncertainties, because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results, outcomes and developments to differ materially from those expressed in, or implied by, such forward-looking statements and such statements are therefore qualified in their entirety by the risks and uncertainties surrounding these future expectations. Many of these risks and uncertainties relate to factors that are beyond the entities' ability to control or estimate precisely, such as, but not limited to, general business and market conditions both globally and locally, political, economic and regulatory forces, industry trends and competition, future exchange and interest rates, changes in government and regulation including in relation to health and safety, the environment, labour relations and tax rates and future business combinations or dispositions. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, Bidco cannot give any assurance, representation or guarantee that such expectations will prove to have been correct and such forward-looking statements should be construed in light of such factors and you are therefore cautioned not to place reliance on these forward-looking statements which speak only as at the date of this announcement. Bidco assumes no obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law or regulation.
No profit forecasts, estimates or quantified benefits statements
No statement in this announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share or dividends or dividends per share for Lamprell for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share or dividends or dividends per share for Lamprell.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.
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.
Purchases outside the Offer
Bidco or its nominees or brokers (acting as agents) may purchase Lamprell Shares otherwise than under the Offer (or, in the event the Offer is implemented by way of a Scheme, the Scheme), such as in the open market or through privately negotiated purchases. Such purchases shall comply with the Takeover Code and the rules of the London Stock Exchange.
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 Company's registrars, Link Group during business hours on 0371 664 0300 (or if calling from outside the UK +44 371 664 0300) or by submitting a request in writing at Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00am and 5.30pm, 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.
Information relating to Lamprell Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by Lamprell Shareholders, persons with information rights and other relevant persons for the receipt of communications from Lamprell may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11 of the Takeover Code.
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 FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.
Appendix I
The Conditions of the Offer and certain further terms of the Offer
Part A: Conditions
Acceptance Condition
1. The Offer is subject to valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. on the Unconditional Date (or such other time(s) and/or date(s) as Bidco may, in accordance with the Takeover Code and where applicable with the consent of the Panel, decide) in respect of such number of Lamprell Shares which, when aggregated with the Lamprell Shares held by Bidco (and any persons acting in concert with it) at the date of the Offer and any Lamprell Shares acquired or agreed to be acquired by Bidco or any person acting in concert with Bidco on or after such date, carry more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Lamprell including for this purpose any such voting rights attaching to Lamprell Shares that are unconditionally allotted but not issued before the Offer becomes or is declared unconditional whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.
For the purposes of this Condition:
(i) Lamprell Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights that carry on issue; and
(ii) Lamprell Shares that cease to be held in treasury are Lamprell Shares to which the Offer relates.
General Conditions
2. Subject as stated in Part B below and to the requirements of the Panel, the Offer will be conditional upon the following Conditions and, accordingly, will not become or be declared unconditional unless such Conditions (as amended if appropriate) have been satisfied or, where relevant, waived, except in each case as Disclosed:
Certain matters arising as a result of any agreement, arrangement etc.
(a) there being no provision of any agreement, arrangement, lease, licence, franchise, permit or other instrument to which any member of the Wider Lamprell Group is a party or by or to which any such member or any of its assets is or may be bound or be subject (other than the Bridge Loan Facility Agreement and supporting security and guarantees) which, as a consequence of the Offer or the acquisition or the proposed acquisition by any member of the Wider Bidco Group of any shares or other securities in Lamprell or because of a change in the control or management of Lamprell, would or might reasonably be expected to result in, in each case to an extent which is material in the context of the Wider Lamprell Group or the Wider Bidco Group, in each case taken as a whole, or in the context of the Offer:
(i) any monies borrowed by, or any other indebtedness (actual or contingent) of, or any grant available to, any member of the Wider Lamprell Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;
(ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Lamprell Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;
(iii) any such agreement, arrangement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider Lamprell Group being adversely modified or adversely affected or any obligation or liability of any member of the Wider Lamprell Group arising or any action adverse to any member of the Lamprell Group being taken or arising thereunder;
(iv) the creation of any liability of any member of the Wider Lamprell Group to make any severance, termination, bonus or other payment to any of its directors or other officers;
(v) any member of the Wider Lamprell Group ceasing to be able to carry on business under any name under which it presently does so, save in connection with the proposed re-registration of Lamprell as a private company;
(vi) any material assets or interests of, or any material assets the use of which is enjoyed by, any member of the Wider Lamprell Group being or falling to be disposed of or charged or any right arising under which any such assets or interests could be required to be disposed of or charged or cease to be available to any member of the Wider Lamprell Group, in any such case otherwise than in the ordinary course of business;
(vii) the rights, liabilities, obligations or interests of any member of the Wider Lamprell Group in, or the business of any member of the Wider Lamprell Group with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated or adversely modified or affected;
(viii) the financial or trading position of any member of the Wider Lamprell Group being prejudiced or adversely affected; or
(ix) the creation of any liability (actual or contingent) by any member of the Wider Lamprell Group, other than trade creditors or other liabilities incurred in the ordinary course of business, by any member of the Wider Lamprell Group (including any tax liability or any obligation to obtain or acquire any authorisation, notice, waiver, concession, agreement or exemption from any government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution, self-regulatory authority, or any other body or person whatsoever in any jurisdiction (each a "Third Party" and together the "Third Parties") or any other person), excluding trade creditors and other liabilities incurred in the ordinary course of business,
and no event having occurred which, under any provision of any agreement, arrangement, licence, permit, franchise, lease or other instrument to which any member of the Wider Lamprell Group is a party or by or to which any such member or any of its assets is bound or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (ix) above of this Condition, in each case to an extent which is material in the context of the Wider Lamprell Group or the Wider Bidco Group, in each case taken as a whole.
Other Third Party clearances
(b) except as Disclosed, no Third Party having given notice of a decision to take, institute, implement or threaten in writing any action, proceeding, suit, investigation, enquiry or reference (and not having withdrawn that notice), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be any outstanding statute, regulation, decision or order which, in any such case, is material in the context of the Wider Lamprell Group or the Wider Bidco Group in either case taken as a whole and which would or might reasonably be expected to:
(i) require, prevent or delay the divestiture, or alter the terms envisaged for any such divestiture by any member of the Wider Bidco Group or any member of the Wider Lamprell Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof);
(ii) require, prevent or delay the divestiture by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in any member of the Wider Lamprell Group or the Wider Bidco Group;
(iii) impose any limitation on, or result in a delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire or to hold or to exercise effectively all or any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Lamprell Group or the Wider Bidco Group or to exercise management control over any such member;
(iv) otherwise adversely affect the business, assets, profits or prospects of any member of the Wider Bidco Group or of any member of the Wider Lamprell Group in a manner which is adverse to and material in the context of the Wider Bidco Group or the Wider Lamprell Group, in either case taken as a whole;
(v) make the Offer, its implementation or the acquisition or proposed acquisition by Bidco or any member of the Wider Bidco Group of any shares or other securities in, or control or management of Lamprell void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise challenge, impede, interfere or require material amendment of the Offer, its implementation or the acquisition or proposed acquisition by Bidco or any member of the Wider Bidco Group of any shares or other securities in, or control or management of Lamprell;
(vi) other than pursuant to the Offer, require any member of the Wider Bidco Group or the Wider Lamprell Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Lamprell Group or the Wider Bidco Group owned by any third party;
(vii) impose any limitation on the ability of any member of the Wider Lamprell Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the businesses of any other members of the Wider Lamprell Group or the Wider Bidco Group which is adverse to and material in the context of the Wider Bidco Group or the Wider Offer Group, in either case taken as a whole; or
(viii) result in any member of the Wider Lamprell Group or Wider Bidco Group ceasing to be able to carry on business under any name under which it presently does so,
and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten in writing any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any Lamprell Shares or otherwise intervene having expired, lapsed or been terminated;
(c) all necessary notifications, filings or applications having been made in connection with the Offer and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Offer, its implementation or the acquisition by any member of the Wider Bidco Group of any shares or other securities in, or control or management of, Lamprell and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals reasonably deemed necessary or appropriate by Bidco or any member of the Wider Bidco Group for or in respect of the Offer, its implementation or the proposed acquisition of any shares or other securities in, or control or management of, Lamprell by any member of the Wider Bidco Group having been obtained in terms and in a form satisfactory to Bidco from all appropriate Third Parties or persons with whom any member of the Wider Lamprell Group has entered into contractual arrangements and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals together with all authorisations orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary or appropriate to carry on the business of any member of the Wider Lamprell Group remaining in full force and effect and all filings necessary for such purpose have been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Offer becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;
Certain events occurring since the Disclosure Date
(d) no member of the Wider Lamprell Group having, since the Disclosure Date:
(i) issued or agreed to issue, or authorised or announced its intention to authorised or propose the issue of, additional shares of any class, or securities convertible into, or exchangeable for, any such shares, or rights, warrants or options to subscribe for or acquire any such shares, securities or convertible or exchangeable securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Lamprell Shares out of treasury (except, in each case, where relevant, as between Lamprell and wholly owned subsidiaries of Lamprell or between the wholly owned subsidiaries of Lamprell and except for the issue or transfer out of treasury of Lamprell Shares on the exercise of employee share options or vesting of employee share awards under the Lamprell Share Plans in the ordinary course of business);
(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of Lamprell to Lamprell or any of its wholly owned subsidiaries;
(iii) other than pursuant to the Offer (and except for transactions between Lamprell and its wholly owned subsidiaries or between wholly owned subsidiaries of Lamprell or in the ordinary course of business), implemented, effected, authorised or announced its intention to implement, effect or authorise any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings, in each case to an extent which is material in the context of the Lamprell Group or Bidco taken as a whole or in the context of the Offer;
(iv) except for transactions between Lamprell and its wholly owned subsidiaries or between the wholly owned subsidiaries of Lamprell (including the Bridge Loan Facility Agreement and supporting security and guarantees), disposed of, or transferred, mortgaged or created any security interest over, any material asset or any right, title or interest in any material asset or authorised or announced any intention to do so, in each case other than in the ordinary course of business and to an extent which is material in the context of the Lamprell Group or Bidco taken as a whole or in the context of the Offer;
(v) issued, authorised or announced an intention to authorise the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or (other than trade credit incurred in the ordinary course of business) incurred or increased any indebtedness except as between Lamprell and any of its wholly owned subsidiaries or between wholly owned subsidiaries of Lamprell, in any such case to an extent which is material in the context of the Lamprell Group or Bidco taken as a whole or in the context of the Offer;
(vi) entered into or varied or announced its intention, other than in the ordinary course of business, to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude or which involves an obligation of such nature or magnitude, in each case to an extent which is material in the context of the Lamprell Group or Bidco taken as a whole or in the context of the Offer;
(vii) adopted (or proposed or agreed to adopt or provide) any new incentive scheme or other benefit scheme relating to the employment or termination of employment of any employee of the Lamprell Group other than the Lamprell Share Plans;
(viii) provided any equity incentive scheme or other equity benefit scheme (other than the Lamprell Share Plans) relating to the employment or termination of employment of any employee of the Wider Lamprell Group;
(ix) materially modified (or proposed or agreed so to modify) the terms or operation of the Lamprell Share Plans, otherwise than in the ordinary course of business;
(x) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital (except, in each case, where relevant, as between Lamprell and wholly owned subsidiaries of Lamprell or between the wholly owned subsidiaries of Lamprell and except for the issue or transfer out of treasury of Lamprell Shares on the exercise of rights or vesting of awards, in either case in accordance with the terms of the Lamprell Share Plans);
(xi) otherwise than in respect of claims between Lamprell and its wholly owned subsidiaries, or claims between wholly owned subsidiaries of Lamprell, waived, compromised or settled any claim, other than in the ordinary course of business, in each case to an extent which is material in the context of the Wider Lamprell Group or Bidco taken as a whole or in the context of the Offer;
(xii) terminated or varied the terms of any agreement or arrangement between any member of the Wider Lamprell Group and any other person, in a manner which would have a material adverse effect on the financial position of the Wider Lamprell Group or Bidco taken as a whole or in the context of the Offer;
(xiii) made any alteration to its memorandum or articles of association or other incorporation documents to an extent which is material in the context of the Offer;
(xiv) made or agreed or consented to any material change to the terms of the trust deeds and rules constituting the pension scheme established for its directors or for its employees or their dependants or to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension scheme are funded or made, or the manner in which the assets of such pension scheme are invested or the basis or rate of employer contribution to such a pension scheme or agreed or consented to any change to the trustees of any such pension scheme involving the appointment of a trust corporation;
(xv) other than as Disclosed, been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring (other than with a view to refinancing upon expiry) any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;
(xvi) (other than in respect of a member of the Wider Lamprell Group which is dormant and was solvent at the relevant time) taken any steps or corporate action or had any legal proceedings instituted or threatened in writing against it which remain outstanding in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, re-organisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;
(xvii) (other than for transactions between Lamprell and its wholly‑owned subsidiaries or between the wholly owned subsidiaries of Lamprell), made or announced an intention to propose any change in its loan capital;
(xviii) entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider Lamprell Group, other than to a nature and extent which is normal in the context of the business concerned, in each case to an extent which is material in the context of the Wider Lamprell Group or Wider Bidco Group taken as a whole or in the context of the Offer;
(xix) other than in the ordinary course of business, entered into any agreement, arrangement, commitment or contract, or passed any resolution or made any offer (which remains open for acceptance), with respect to, or announced an intention to effect, any of the transactions, matters or events referred to in this Condition; or
(xx) having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Lamprell Shareholders in a general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code or otherwise, save in respect of the Bridge Finance Facility.
No adverse change, litigation, regulatory enquiry or similar
(e) since the Disclosure Date:
(i) there having been no adverse change in the business, assets, financial or trading position or profits of any member of the Wider Lamprell Group to an extent which is material in the context of the Wider Lamprell Group or Bidco taken as a whole or in the context of the Offer;
(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened in writing, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Lamprell Group or to which any member of the Lamprell Group is a party (whether as claimant, defendant or otherwise) having been threatened in writing, announced, instituted or remaining outstanding by, against or in respect of, any member of the Wider Lamprell Group, in each case which is material in the context of the Wider Lamprell Group or Bidco taken as a whole or in the context of the Offer;
(iii) no enquiry or investigation by, or complaint or reference to, any regulatory authority against or in respect of any member of the Wider Lamprell Group having been threatened in writing, announced or instituted or remaining outstanding by, against or in respect of, any member of the Lamprell Group, in each case which is material in the context of the Lamprell Group or Bidco taken as a whole or in the context of the Offer;
(iv) no contingent or other liability having arisen or increased other than in the ordinary course of business, which is reasonably likely to materially adversely affect the business, assets, financial or trading position or profits of any member of the Lamprell Group to an extent which is material in the context of the Wider Lamprell Group or Bidco taken as a whole or in the context of the Offer; and
(v) no steps having been taken which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Lamprell Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would have a material adverse effect on the Wider Lamprell Group or Bidco taken as a whole or in the context of the Offer.
No discovery of certain matters regarding information, environmental issues, liabilities and corruption
(f) Bidco not having discovered that:
(i) any financial, business or other information concerning the Lamprell Group publicly announced prior to the date of the announcement or Disclosed is materially misleading or contains a material misrepresentation of any fact or omits to state a fact necessary to make that information not materially misleading, in any such case to an extent which is material in the context of the Wider Lamprell Group or Bidco taken as a whole or in the context of the Offer;
(ii) any member of the Wider Lamprell Group is subject to any liability (contingent or otherwise) which is not fairly disclosed in the annual report and accounts for Lamprell for the year ended 31 December 2020 and which is material in the context of the Wider Lamprell Group taken as a whole;
(iii) any past or present member of the Wider Lamprell Group has not complied in any material respect with all applicable legislation or regulation of any relevant jurisdiction, or any notice or requirement of any authority, relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Lamprell Group, in each case to an extent which is material in the context of the Wider Lamprell Group or Bidco taken as a whole or in the context of the Offer;
(iv) there is any material obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Lamprell Group (or in which any such member may have or previously have had or be deemed to have had an interest), under any environmental legislation, common law, regulation, notice, circular, authorisation or order of any regulatory authority in any jurisdiction or to contribute to the cost thereof or associated therewith or to indemnify any person in relation thereto, in each case to an extent which is material in the context of the Lamprell Group or Bidco taken as a whole or in the context of the Offer;
(v) any past or present member, director, officer or employee of the Wider Lamprell Group or any person that performs or has performed services for or on behalf of any member of the Wider Lamprell Group is or has, at any time during the course of such person's employment with, or performance of services for or on behalf of, any member of the Wider Lamprell Group, engaged in any activity, practice or conduct (or omitted to take any action) in contravention of the UK Bribery Act 2010, as amended or any other applicable anti-corruption legislation.
Part B: Certain further terms of the Offer
1. Subject to the requirements of the Panel, Bidco reserves the right to waive in whole or in part, all or any of Conditions 2(a) - 2(f) (inclusive) in Part A of this Appendix I.
2. Conditions 2(a) - 2(f) (inclusive) in Part A of this Appendix I must be fulfilled or waived by Bidco by no later than midnight on the earlier of the Unconditional Date and the Long-Stop Date (subject to the rules of the Takeover Code and where applicable the consent of the Panel), failing which the Offer will lapse.
3. Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as satisfied or fulfilled any of the Conditions capable of waiver by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.
4. If Bidco is required by the Panel to make an offer for Lamprell Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make such alterations to any of the above Conditions and terms of the Offer as are necessary to comply with the provisions of that Rule.
6. The Offer will not proceed, will lapse or will be withdrawn on the Long-Stop Date if sufficient acceptances have not been received so as to enable Condition 1 of Part A of this Appendix I to be satisfied.
7. Subject to paragraph 8 below, under Rule 13.5(a) of the Takeover Code, Bidco may only invoke a Condition so as to cause the Offer not to proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel will normally only give its consent if the circumstances which give rise to the right to the invoke the Condition are of material significance to Bidco in the context of the Offer. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise.
8. Condition 1 of Part A of this Appendix I and, if applicable, any scheme approval conditions if the Offer is implemented by means of a Scheme are not subject to Rule 13.5(a) of the Takeover Code.
9. The Lamprell Shares will be acquired by Bidco pursuant to the Offer fully paid with full title guarantee and free from all liens, charges, encumbrances, equitable interests, pre-emption rights and other interests and rights of whatsoever nature and together with all rights now or hereafter attaching thereto, including the right to receive and retain in full all dividends and other distributions (if any) declared, paid or made, or any other return of capital (whether by reduction of share capital or share premium account or otherwise) made, in each case by reference to a record date falling on or after the date of this announcement.
10. In deciding whether or not to accept the Offer in respect of their Lamprell Shares, Lamprell Shareholders should rely on the information contained in, and follow the procedures described in, the Offer Document and, if they hold their Lamprell Shares in certificated form, the Form of Acceptance which will be posted to Lamprell Shareholders in due course (other than to any Lamprell Shareholders with addresses in any Restricted Jurisdiction).
11. If on or after the date of this announcement any dividend and/or other form of capital return or distribution is announced, declared, made or paid or becomes payable in respect of Lamprell Shares, Bidco reserves the right to reduce the consideration payable under the terms of the Offer by an amount up to the amount of such dividend and/or distribution and/or return of capital, in which case any reference in this announcement to the consideration payable under the Offer will be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Offer. In such circumstances, Lamprell Shareholders would be entitled to retain any such dividend, distribution or other return of capital declared, made or paid which becomes payable. If and to the extent that any such dividend, distribution or other return of capital is announced, declared, made or paid or becomes payable and is either: (i) transferred pursuant to the Offer on a basis which entitles Bidco to receive the dividend, distribution or other return of capital and to retain it; or (ii) cancelled before payment, the consideration payable under the terms of the Offer shall not be subject to change in accordance with this paragraph 11. Any exercise by Bidco of its rights referred to in this paragraph 11 shall not be regarded as constituting any revision or variation of the Offer.
12. Bidco reserves the right to elect to implement the Offer by way of a Scheme as an alternative to the Offer (subject to the Panel's consent). In such event, the Scheme will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Offer, subject to appropriate amendments to reflect, among other things, the change in the method of effecting the Offer.
13. This announcement, any rights or liabilities arising hereunder and the Offer will be governed by English law and be subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix I and to be set out in the Offer Document. The Offer will be subject to the applicable requirements of English law and, inter alia, the Takeover Code, the Panel, the London Stock Exchange and the FCA.
14. The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.
15. The Offer will not be made, directly or indirectly, in, into or from, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) 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 facility or from within, any Restricted Jurisdiction.
16. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.
Appendix II
Bases of calculation and sources of information
In this announcement, unless otherwise stated or the context otherwise requires, the bases of calculation and sources of information are used as described below:
1. Unless otherwise stated, financial information relating to Lamprell has been extracted or derived (without any adjustment) from the Annual Report and Accounts of Lamprell for the year ended 31 December 2020.
2. References to the existing issued ordinary share capital of Lamprell and the existing issued Lamprell Shares are to the number of Lamprell Shares in issue as at 20 July 2022 (being the Last Practicable Date). For the avoidance of doubt, 16,268 of the Lamprell Shares were held in treasury at that date.
3. The value attributable to the entire issued ordinary share capital of Lamprell is based on the fully diluted share capital of Lamprell (being 431,489,194 Lamprell Shares). That has been calculated on the basis of: (a) 412,817,636 Lamprell Shares in issue as at 20 July 2022 (being the Last Practicable Date); and (b) rights being exercisable over 18,671,558 Lamprell Shares pursuant to the Lamprell Share Plans.
4. The International Securities Identification Number for Lamprell Shares is GB00B1CL5249.
Appendix III
Details of irrevocable undertakings
1. Irrevocable undertaking from Lamprell Holdings Limited
Lamprell Holdings Limited has given an irrevocable undertaking to accept the Offer in respect of 18,492,426 Lamprell Shares, representing approximately 4.48 per cent. of the existing issued ordinary share capital of Lamprell (excluding treasury shares) as at the Last Practicable Date. The irrevocable undertaking includes an undertaking to vote in favour of resolutions to cancel the listing of the Lamprell Shares and to re-register Lamprell as a private limited company in respect of 100,939,865 Lamprell Shares, representing approximately 24.45 per cent. of the existing issued ordinary share capital of Lamprell (excluding treasury shares) as at the Last Practicable Date.
The obligations of Lamprell Holdings Limited under the irrevocable undertaking shall lapse and cease to have any effect:
(a) immediately if Bidco announces, with the consent of the Panel, that it does not intend to proceed with the Offer and no new, revised or replacement offer is announced in accordance with Rule 2.7 at the same time;
(b) on and from the earlier of:
(i) Long-Stop Date; and
(ii) the time and date on which the Offer is withdrawn, lapses or otherwise terminates in accordance with its terms; or
(c) (except with the consent of the Panel) if the Offer Document is not released by the date which is 28 days after the date of release of this Announcement.
2. Irrevocable undertakings from Lamprell Directors who hold Lamprell Shares
Each of Antony Wright, Christopher McDonald, Debra Valentine, John Malcolm and Mel Fitzgerald (being the Lamprell Directors who hold Lamprell Shares), who together hold 1,408,426 Lamprell Shares in aggregate, representing approximately 0.34 per cent. of the existing issued ordinary share capital of Lamprell (excluding treasury shares) as at the Last Practicable Date, provided irrevocable undertakings to accept the Offer (or in the event that the Offer is implemented by a Scheme, to vote in favour of such Scheme at the court meeting and the resolutions relating to the Offer at an Lamprell general meeting) in respect of Lamprell Shares held. The irrevocable undertakings include an undertaking to vote in favour of resolutions to cancel the listing of the Lamprell Shares and to re-register Lamprell as a private limited company.
The obligations contained in the irrevocable undertakings provided by each of the named Lamprell Directors above lapse and cease to have any effect:
(a) immediately if Bidco announces, with the consent of the Panel, that it does not intend to proceed with the Offer and no new, revised or replacement scheme or offer is announced in accordance with Rule 2.7 of the Takeover Code within 10 Business Days of such announcement;
(b) on and from the earlier of:
(iii) Long-Stop Date; and
(iv) the time and date on which the Offer is withdrawn, lapses or otherwise terminates in accordance with its terms (provided that the reason is not because Bidco has elected to proceed by way of a scheme rather than by way of an offer or vice versa).
Appendix IV
Definitions
The following definitions apply throughout this announcement, unless otherwise stated or the context otherwise requires.
|
"2006 Act" |
the Companies Act 2006, as amended from time to time; |
|
"Acceleration Statement" |
a statement in which Bidco, in accordance with Rule 31.5 of the Takeover Code, brings forward the latest date by which all of the Conditions to the Offer must be satisfied or waived; |
|
"AlGihaz"
|
Algihaz Holding Closed Joint-Stock Company, a company registered in Riyadh, Kingdom of Saudi Arabia with commercial registration number 1010284012 and having its head office address at AlGihaz Building (#435), Sleimanah Area, AL-Oroba Street, P.O. Box 7451, Riyadh 11462, Kingdom of Saudi Arabia; |
|
"Bidco" |
Thunderball Investments Limited a company registered in the Commonwealth of The Bahamas with registered company number 209258 B and having its registered office at Winterbotham Place, Marlborough and Queen Streets, PO Box N-3026 Nassau, Commonwealth of The Bahamas; |
|
"Bidco Directors" |
the board of directors of Bidco at the date of this announcement; |
|
"Bid Conduct Agreement" |
the meaning given in paragraph 13(b) of this announcement; |
|
"Blofeld" |
Blofeld Investment Management Limited, a company registered in the Commonwealth of The Bahamas with registered company number 200156 B and having its registered office at Winterbotham Place, Marlborough and Queen Streets, PO Box N-3026 Nassau, Commonwealth of The Bahamas; |
|
"Bridge Finance Facility" |
the bridge finance facility provided to Lamprell by AlGihaz and Maverick pursuant to the Bridge Loan Facility Agreement, as described in paragraph 7 of this announcement; |
|
"Bridge Loan Facility Agreement" |
has the meaning given to it in paragraph 7 of this announcement; |
|
"Business Day" |
a day (excluding Saturdays, Sundays and public holidays) on which banks are open for business in the City of London; |
|
"Conditions" |
the Conditions to the Offer set out in Part A and Part B of Appendix I to this announcement; |
|
"Day 60" |
the 60th day following the publication of the Offer Document or such other date as may otherwise be set as being such Day of the timetable of the Offer in accordance with the Takeover Code; |
|
"Disclosed" |
fairly disclosed (i) in Lamprell's annual report and accounts and audited financial results for the year ended 31 December 2020 and Lamprell's interim financial results for six months to 30 June 2021, (ii) as publicly announced to a regulatory information service by Lamprell during the 12 month period prior to the Disclosure Date, or (iii) by or on behalf of Lamprell to Bidco, persons acting in concert with it, or their advisors, in connection with the Offer, during the 12 month period prior to the Disclosure Date; |
|
"Disclosure Date" |
20 July 2022; |
|
"ECI Facility" |
has the meaning given to it in paragraph 7 of this announcement; |
|
"EY" |
Ernst & Young LLP; |
|
"FCA" |
the UK Financial Conduct Authority; |
|
"finnCap" |
finnCap Limited; |
|
"Form of Acceptance" |
the form of acceptance and authority relating to the Offer to be dispatched to Lamprell Shareholders with the Offer Document; |
|
"FSMA" |
Financial Services and Markets Act 2000, as amended; |
|
"Investec" |
Investec Bank plc; |
|
"IoM Companies Act" |
the Companies Act 1931 of the Isle of Man; |
|
"Joint Bidders" |
Blofeld and AlGihaz; |
|
"Lamprell" or the "Company" |
Lamprell plc, a public limited company incorporated in the Isle of Man with registered number 117101C; |
|
"Lamprell Directors" or "Lamprell Board" |
the board of directors of Lamprell at the date of this announcement; |
|
"Lamprell Group" |
Lamprell and its subsidiary undertakings; |
|
"Lamprell Share Plans" |
the Performance Share Plan and Retention Share Plan; |
|
"Lamprell Shareholders" |
holders of Lamprell Shares; |
|
"Lamprell Shares" |
the unconditionally allotted or issued and fully paid up (or credited as fully paid up) ordinary shares of |
|
"Last Practicable Date" |
20 July 2022, being the last Business Day prior to the publication of this announcement; |
|
"Listing Rules" |
the rules and regulations made by the FCA under Part VI of FSMA, and contained in the FCA's publication of the same name (as amended from time to time);
|
|
"London Stock Exchange" |
London Stock Exchange Group PLC; |
|
"Long-Stop Date" |
31 December 2022 or such later date as may be agreed with the Panel; |
|
"Main Market" |
the regulated market of the London Stock Exchange for officially listed securities; |
|
"Maverick" |
has the meaning given to it in paragraph 7 of this announcement; |
|
"Offer" |
the recommended cash offer to be made by Bidco to acquire the entire issued share capital of Lamprell not otherwise held by Bidco (or any person acting in concert with it) on the terms to be set out in the Offer Document and, in the case of Lamprell Shares held in certificated form, Form of Acceptance, including, where the context so requires, any subsequent revision, variation, extension or renewal of such offer; |
|
"Offer Document" |
the document to be dispatched by or on behalf of Bidco containing, inter alia, the terms and conditions of the Offer and, where appropriate, any other document(s) containing terms and conditions of the Offer constituting the full terms and conditions of the Offer; |
|
"Offer Period" |
the offer period (as defined in the Takeover Code) relating to the Company that commenced on 24 June 2022 and ending on the earlier of the date on which the Offer becomes or is declared unconditional and/or the date on which the Offer lapses or is withdrawn (or such other date as the Panel may decide); |
|
"Official List" |
the official list maintained by the FCA; |
|
"Opening Position Disclosure" |
an announcement containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the offer if the person concerned has such a position; |
|
"Panel" |
the UK Panel on Takeovers and Mergers; |
|
"Performance Share Plan" |
Performance Share Plan 2008 as updated in 2016; |
|
"Relevant Securities" |
has the meaning given to it in paragraph 11; |
|
"Restricted Jurisdiction" |
any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to Lamprell Shareholders in that jurisdiction; |
|
"Retention Share Plan" |
Retention Share Plan 2021; |
|
"Scheme" |
should the Offer be implemented by means of a Scheme, a scheme of arrangement under section 152 of the IoM Companies Act between Lamprell and relevant Lamprell Shareholders to implement the Offer, with or subject to any modification, addition or condition approved or imposed by the relevant court and agreed to by Lamprell and Bidco; |
|
"Scheme Document" |
should the Offer be implemented by means of a Scheme, the document to be dispatched to Lamprell Shareholders and persons with information rights setting out, among other things, the details of the Offer, the full terms and conditions of the Scheme and containing notices convening the requisite court meeting and general meeting; |
|
"Share Exchange Agreement" |
has the meaning given to it in paragraph 13(c) of this announcement; |
|
"Significant Interest" |
in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital of such undertaking; |
|
"Takeover Code" |
the City Code on Takeovers and Mergers; |
|
"UK" or "United Kingdom" |
the United Kingdom of Great Britain and Northern Ireland; |
|
"Unconditional Date" |
Day 60 or such earlier date specified by Bidco in the Offer Document or any Acceleration Statement unless, where permitted, it has withdrawn that statement; |
|
"US or "United States" |
the United States of America, its territories, and possessions, any states of the United States of America and the District of Columbia and all other areas subject to its jurisdiction; |
|
"Wider Bidco Group" |
Bidco and its parent undertakings, subsidiaries, subsidiary undertakings, associated undertakings and any other body corporate, partnership, joint venture or person in which Bidco and/or such subsidiaries or undertakings (aggregating their interests) have a Significant Interest; |
|
"Wider Lamprell Group" |
Lamprell and its subsidiaries, subsidiary undertakings, associated undertakings and any other body corporate, partnership, joint venture or person in which Lamprell and/or such subsidiaries or undertakings (aggregating their interests) have a Significant Interest; and |
|
"Zeus" |
Zeus Capital Limited. |
For the purposes of this announcement:
· "parent undertaking", "subsidiary", "subsidiary undertaking" and "undertaking" have the respective meanings given by the Companies Act 2006 of the United Kingdom and "associated undertaking" has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (other than paragraph 19(1)(b) of Schedule 6 to those Regulations which shall be excluded for this purpose);
· all references to a statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or validly deriving therefrom;
· all references to time are to London time unless otherwise stated;
· all references to "£" and "pence" are to the lawful currency of the United Kingdom;
· all references to "US$" are to the lawful currency of the United States of America; and
· references to the singular include the plural and vice versa.
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