TIDMLAM
RNS Number : 1906Y
Thunderball Investments Limited
05 September 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
5 September 2022
THUNDERBALL INVESTMENTS LIMITED ("THUNDERBALL")
a newly formed company owned by Blofeld Investment Management
Limited ("Blofeld") and AlGihaz Holding Closed Joint-Stock Company
("AlGihaz")
RECOMMED CASH OFFER
for
LAMPRELL PLC ("LAMPRELL")
OFFER UPDATE
On 21 July 2022, Thunderball announced the terms of its
recommended cash offer of 9 pence per share for the entire issued
and to be issued ordinary share capital of Lamprell not already
owned by Thunderball, Blofeld, the Asyad Group, Sheikh Osama
AlSayed, AlGihaz, Mr. Sami AlAngari and/or Mr. Said Ali AlAngari
(together the "Thunderball Group"), (the "Offer").
On 12 August 2022, Thunderball published an offer document (the
"Offer Document") setting out the full terms and conditions of the
Offer.
On 26 August 2022, Thunderball announced that it had received
sufficient acceptances of the Offer for the entire issued and to be
issued share capital of Lamprell not already owned by it or persons
acting in concert with it to satisfy the Offer acceptance
condition, that all other conditions to the Offer had either been
satisfied or waived, to the extent capable of waiver, and the Offer
was, therefore, unconditional.
Day 21 with respect to the Offer, for the purposes of the
Takeover Code was 2 September 2022. Given that the Offer is
unconditional and that Day 21 has passed, the Offer Period with
regard to Lamprell has now ended. Nevertheless, the Offer remains
open for acceptance, as further described below.
Lamprell Shareholders are also reminded of the publication of
the shareholder circular including notice of Extraordinary General
Meeting (the "Circular") in relation to the proposed cancellation
of Lamprell's listing on Official List and the Main Market of the
London Stock Exchange (the "Delisting"), the re-registration of the
Company as a private company limited by shares, the change of name
to Lamprell Limited and the adoption of new articles of
association. The Extraordinary General Meeting to seek Lamprell
Shareholder approval for the Delisting and other matters described
in the Circular is due to take place on 26 September 2022.
Lamprell Shareholders are strongly encouraged to accept the
Offer, which remains open for acceptance. The Delisting and the
re-registration of Lamprell as a private limited company would
significantly reduce the liquidity and marketability of any
Lamprell Shares in respect of which the Offer has not been accepted
at that time, and the reporting and disclosure requirements of
Lamprell will be significantly reduced. Any remaining Lamprell
Shareholders would become minority shareholders in a majority
controlled private limited company and may therefore be unable to
sell their Lamprell Shares. There can be no certainty that Lamprell
would pay any further dividends or other distributions or that such
minority Lamprell Shareholders would again be offered the
opportunity to sell their Lamprell Shares on terms which are
equivalent to or no less advantageous than those under the
Offer.
Defined terms used but not defined in this announcement have the
meanings given to them in the Offer Document.
Acceptance Levels
As at the date of this announcement, the Thunderball Group hold
in aggregate 186,507,967 Lamprell Shares, representing
approximately 45.18 per cent. of Lamprell's issued ordinary share
capital. These Lamprell Shares are subject to the Share Exchange
Agreement described in the Offer Document.
In accordance with Rule 17 of the Code, Thunderball announces
that, as at 5.00 pm (London time) on 2 September 2022 (being the
last Business Day prior to the date of this announcement),
Thunderball had received valid acceptances of the Offer in respect
of 22,289,560 Lamprell Shares, representing approximately 5.39 per
cent. of the issued ordinary share capital of Lamprell, which
Thunderball may count towards the satisfaction of the Acceptance
Condition. So far as Thunderball is aware, none of these
acceptances have been received from persons acting in concert with
Thunderball.
Accordingly, the Thunderball Group either holds, or has received
valid acceptances of the Offer in respect of, a total of
208,797,527 Lamprell Shares, representing approximately 50.56 per
cent. of the issued ordinary share capital of Lamprell, which
Thunderball may count towards the satisfaction of the Acceptance
Condition.
These acceptances include those received in respect of
19,860,852 Lamprell Shares (representing approximately 4.81 per
cent. of the existing issued ordinary share capital of Lamprell)
which were subject to irrevocable undertakings given by directors
of the Company and Lamprell Holdings Limited. There remain
irrevocable undertakings outstanding in respect of 40,000 Lamprell
Shares (representing approximately 0.01 per cent. of the issued
ordinary share capital of Lamprell).
The percentages of Lamprell Shares referred to in this
announcement are based on a figure of 412,817,636 Lamprell Shares
in issue, as disclosed in the Offer Document.
Save as disclosed in this announcement and the Offer Document,
as at the close of business on 2 September 2022 (being the last
Business Day prior to the date of this announcement), neither
Thunderball nor any Thunderball Director nor, so far as the
Thunderball Directors' are aware, any other person acting, or
deemed to be acting, in concert with Thunderball:
a) had an interest in, or right to subscribe for, relevant securities of Lamprell;
b) had any short position in (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, relevant securities of Lamprell;
c) had procured an irrevocable commitment or letter of intent to
accept the terms of the Offer in respect of relevant securities of
Lamprell; or
d) had borrowed or lent any Lamprell Shares.
Furthermore, neither Thunderball nor any Thunderball Director
nor, so far as the Thunderball Directors' are aware, any other
person acting, or deemed to be acting, in concert with Thunderball
is party to any arrangement in relation to relevant securities of
Thunderball. For these purposes, an "arrangement" includes any
indemnity or option arrangement, any agreement or any
understanding, formal or informal, of whatever nature, relating to
Lamprell Shares which may be an inducement to deal or refrain from
dealing in such securities.
Offer remains open for acceptance
Lamprell Shareholders have until 1.00 p.m. on 21 October 2022 in
order to accept the Offer. If you have not already accepted the
Offer, to accept the Offer, it is important that you follow the
instructions set out in paragraph 15 of Part II and Part D and Part
E of Appendix I of the Offer Document and, in respect of
certificated Lamprell Shares, as further described in the Form of
Acceptance.
Settlement of consideration
Settlement of consideration to which any accepting Lamprell
Shareholder(s) is entitled under the Offer shall be effected: (i)
in the case of acceptances received and complete in all respects by
5.30 p.m. (London time) on 25 August, within 14 calendar days of
that date; and (ii) in the case of acceptances received and
complete in all respects and received after 5.30 p.m. (London time)
on 25 August but while the Offer remains open for acceptance,
within 14 calendar days of such receipt, in each case in the manner
described in paragraph 16 of Part II of the Offer Document.
General
This announcement should be read in conjunction with the full
text of the Offer Document.
The Offer Document and the Form of Acceptance are available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Lamprell's website at
www.lamprell.com. up to and including the end of the Offer. If you
require assistance please telephone the Receiving Agent on +44
(0)371 664 0443 between 9:00 a.m. to 5:00 p.m. (London time) Monday
to Friday excluding public holidays in England and Wales. Calls
from within the UK are charged at the standard geographic rate and
will vary by provider. Calls from outside the UK will be charged at
the applicable international rate.
Enquiries:
finnCap
(Joint Financial Adviser to Thunderball) +44 (0) 20 7220 0500
Chris Raggett / Henrik Persson /
Fergus Sullivan
Zeus
(Joint Financial Adviser to Thunderball) +44 (0) 20 3829 5000
Nick Cowles / Dan Bate / James Edis
Lamprell plc +44 (0) 7852 618 046
Maria Babkina, Investor Relations
Investec
(Financial Adviser/Corporate Broker
to Lamprell) +44 (0) 20 7597 5970
Chris Sim / Henry Reast / Ben Farrow
Tulchan Communications, London +44 (0) 207 353 4200
Martin Robinson / Martin Pengelley
Important Notices relating to financial advisers
finnCap Limited ("finnCap"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
as financial adviser to Blofeld and joint financial adviser to
Thunderball and no-one else in connection with the matters referred
to in this announcement and will not regard any other person as its
client in relation to such matters and will not be responsible to
anyone other than Blofeld or Thunderball for providing the
protections afforded to clients of finnCap, nor for providing
advice in relation to any matter referred to in this
announcement.
Zeus Capital Limited ("Zeus"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
as financial adviser to AlGihaz and joint financial adviser to
Thunderball and no-one else in connection with the matters referred
to in this announcement and will not regard any other person as its
client in relation to such matters and will not be responsible to
anyone other than AlGihaz or Thunderball for providing the
protections afforded to clients of Zeus, nor for providing advice
in relation to any matter referred to in this announcement.
Investec Bank plc ("Investec"), which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Prudential Regulation Authority and the Financial Conduct
Authority, is acting as financial adviser exclusively to Lamprell
and no-one else in connection with the matters referred to in this
announcement and will not regard any other person as its client in
relation to such matters and will not be responsible to anyone
other than Lamprell for providing the protections afforded to
clients of Investec, nor for providing advice in relation to any
matter referred to in this announcement.
Further information
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, any offer or
invitation or the solicitation of any offer to sell or purchase any
securities or the solicitation of any offer to otherwise acquire,
subscribe for, sell or otherwise dispose of any security pursuant
to the Offer or otherwise. The Offer is made solely by the Offer
Document and Lamprell Shareholders should carefully read the Offer
Document (and, if they hold their Lamprell Shares in certificated
form, the Form of Acceptance) in its entirety before making a
decision with respect to the Offer.
The Offer is governed by English law and is subject to the
jurisdiction of the English Courts. It complies with the applicable
rules and regulations of the Takeover Code, the London Stock
Exchange and the Listing Rules.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Notice to US Shareholders
The Offer is being made in reliance on, and in compliance with,
Rule 14d-1I under the US Securities Exchange Act of 1934, as
amended. The Offer is being made for securities of a non-US company
and US investors should be aware that the Offer Document has been
prepared in accordance with a United Kingdom format and style,
which differs from the United States format and style. The Offer is
subject to disclosure requirements of the United Kingdom and these
are different from those of the United States. Financial
statements, if any, included in the documents relating to the Offer
have been prepared in accordance with International Financial
Reporting Standards that may not be comparable to the financial
statements of United States companies. The payment and settlement
procedures with respect to the Offer will comply with the relevant
United Kingdom rules, which differ from United States payment and
settlement procedures.
In accordance with normal UK practice, Thunderball or its
nominees or brokers (acting as agents), may, from time to time,
make certain purchases of, or arrangements to purchase Lamprell
Shares other than pursuant to the Offer. These purchases may occur
either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such
purchases will be disclosed as required in the UK, will be reported
to a Regulatory Information Service and will be available on the
London Stock Exchange's website at www.londonstockexchange.com. To
the extent that such information is required to be publicly
disclosed in the UK in accordance with applicable regulatory
requirements, this information will, as applicable, also be
publicly disclosed in the United States.
Thunderball is organised under the laws of the Commonwealth of
The Bahamas and Lamprell is organised under the laws of the Isle of
Man. Some or all of the officers and directors of Thunderball and
Lamprell, respectively, are residents of countries other than the
United States. In addition, substantially all of the assets of
Thunderball and Lamprell are located outside the United States. As
a result, it may be difficult for US shareholders to enforce their
rights and any claim they may have arising under the US federal
securities laws, since Thunderball is located in a foreign country,
and some or all of its officers and directors may be residents of
foreign countries. US shareholders may not be able to sue a foreign
company or its officers or directors in a foreign court for
violations of the US securities laws. It may be difficult to compel
a foreign company and its affiliates to subject themselves to a US
court's judgement.
Overseas jurisdictions
The release, publication or distribution of this announcement
in, and the availability of the Offer to persons who are residents,
citizens or nationals of, jurisdictions other than the United
Kingdom may be restricted by laws and/or regulations of those
jurisdictions. Therefore, any persons who are subject to the laws
and regulations of any jurisdiction other than the United Kingdom
should inform themselves about and observe any applicable
requirements in their jurisdiction.
The availability of the Offer to Lamprell Shareholders who are
not resident in and citizens of the United Kingdom may be affected
by the laws of the relevant jurisdictions in which they are located
or of which they are citizens. Persons who are not resident in and
citizens of the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. Lamprell Shareholders who are in any doubt
regarding such matters should consult an appropriate independent
financial adviser in their relevant jurisdiction without delay. To
the fullest extent permitted by applicable law, the companies and
persons involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
Unless otherwise determined by Thunderball or required by the
Takeover Code, and permitted by applicable law and regulation, the
Offer will not be made available, directly or indirectly, in, into
or from, or by the use of the mails of, or by any other means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction and the
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any such jurisdiction.
Accordingly, copies of this announcement and any formal
documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction or any
jurisdiction where to do so would violate the laws of that
jurisdiction and persons receiving this announcement and all such
documents relating to the Offer (including, without limitation,
agents, custodians, nominees and trustees) must not, directly or
indirectly, mail or otherwise forward, distribute or send them in,
into or from any Restricted Jurisdiction. If the Offer is
implemented by way of a Scheme (unless otherwise permitted by
applicable law and regulation), no person may vote in favour of the
Scheme by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction and doing
so may render invalid any related purported vote in respect of the
Scheme.
This announcement has been prepared for the purpose of complying
with English law, and, inter alia, the Takeover Code and the
Listing Rules, and information disclosed may not be the same as
that which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside of
England and Wales.
Further details in relation to overseas Lamprell Shareholders
will be contained in the Offer Document (or, if the Offer is
implemented by way of a Scheme, the Scheme Document).
Publication on website
A copy of this announcement and other documents in connection
with the Offer will, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, be made available on
Lamprell's website at
https://www.lamprell.com/investors-centre.aspx by no later than 12
noon on the Business Day following the date of the relevant
announcement or document, pursuant to Rule 26.1 of the Takeover
Code. The contents of the website referred to in this announcement
are not incorporated into, and do not form part of, this
announcement.
Requesting hard copy documents
Pursuant to Rule 30.3 of the Takeover Code, a person so entitled
may request a copy of this announcement in hard copy form by
contacting the Receiving Agent, Link Group, during business hours
on +44 371 664 0300 or by submitting a request in writing to the
Receiving Agent at Link Group, Corporate Actions, 10th Floor,
Central Square, 29 Wellington Street, Leeds, LS1 4DL. Calls from
within the UK are charged at the standard geographic rate and will
vary by provider. Calls outside the UK will be charged at the
applicable international rate. The helpline is open between 9.00
a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in
England and Wales. A person may also request that all future
documents, announcements and information to be sent to that person
in relation to the Offer should be in hard copy form. For persons
who receive a copy of this announcement in electronic form or via a
website notification, a hard copy of this announcement will not be
sent unless so requested.
General
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial adviser.
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END
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