TIDMLAM
RNS Number : 6762A
Lamprell plc
26 September 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART,
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
26 September 2022
LAMPRELL PLC
("Lamprell" or the "Company" and with its subsidiaries the
"Group")
Result of Extraordinary General Meeting and Interim results
update
On 21 July 2022, the board of Thunderball Investments Limited
("Bidco") and the board of Lamprell announced the details 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 (the "Offer"). In
the offer document published by Bidco on 12 August 2022, Bidco set
out its intention to seek the cancellation of Lamprell's ordinary
shares from the Main Market following the acceptance condition of
the Offer being satisfied (the "Delisting"). It was announced by
Bidco on 26 August 2022 that the acceptance condition had been
satisfied and 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.
Lamprell is pleased to announce that, at the extraordinary
general meeting of the Company's shareholders held at 5:00 p.m.
(UAE time) today the resolutions required to approve the Delisting,
the re-registration of the Company, the change of name of the
Company and adoption of new articles of association (the
"Resolutions"), as set out in the circular dated 26 August 2022
(the "Circular"), were passed. The results are detailed as
follows:
For Against Withheld*
Votes % Votes % Votes
------------ ----- ----------- ---- ----------
Resolution 1 349,482,682 96.7 11,986,043 3.3 1,093,697
------------ ----- ----------- ---- ----------
Resolution 2 349,482,682 96.7 11,986,043 3.3 1,093,697
------------ ----- ----------- ---- ----------
*A vote withheld is not a vote in law and is therefore not
counted towards the proportion of votes "For" or "Against" the
Resolutions.
In accordance with LR 5.2.5R(2), Resolution 1 and Resolution 2
were passed by a majority of not less than 75% of the votes
attaching to the shares voted on the resolutions and Resolution 1
was passed by a majority of votes attaching to the ordinary shares
of independent shareholders.
The text of the Resolutions are contained in the notice of
general meeting set out in the Circular, a copy of
which is available on the Company's website at https://www.lamprell.com/investors-centre.aspx .
The Company can now apply to cancel the admission of the
Company's Ordinary Shares from listing on the Financial Conduct
Authority's Official List and from trading on the London Stock
Exchange's Main Market for listed securities. The cancellation is
expected to take effect on 25 October 2022.
Lamprell shareholders are strongly encouraged to accept the
Offer, which remains open for acceptance until 1.00 p.m. on 21
October 2022. 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 obligations 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 the
Offer.
In accordance with LR9.6.2R, copies of the resolutions will be
submitted to the National Storage Mechanism website and will
shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Release of interim financial results for the period ended 30
June 2022
The Company has until 30 September 2022 to report its interim
financial results for the period ended 30 June 2022. Following
approval from the shareholders as noted above, the Company will be
delisted shortly and it has been determined that it would not be
possible for the Company to complete the review process for the
interim financial results in the time available. As the Company
will be unable to report its results by the above date, trading in
the Company's shares may be suspended from 1 October 2022.
Enquiries:
Lamprell plc
Maria Babkina, Investor Relations +44 (0) 7852 618 046
Investec Bank plc (Financial Adviser/Corporate
Broker to Lamprell) +44 (0) 20 7597 5970
Chris Sim / Henry Reast / Ben Farrow
Tulchan Communications, London +44 (0) 207 353 4200
Martin Robinson / Martin Pengelley
Investec Bank plc, which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United
Kingdom, is acting exclusively for Lamprell and no one else in
connection with the subject matter of this announcement and will
not be responsible to anyone other than Lamprell for providing the
protections afforded to clients of Investec Bank plc or for
providing advice in relation to the subject matter of this
announcement, the contents of this announcement and any other
matters referred to in this announcement.
Notes to Editors
Lamprell
Lamprell is a leading provider of services to the international
energy sector. Driving strategy and growth through its Renewables,
Oil & Gas and Digital business units, underpinned by almost
half a century of expertise, the Group has worked hard to establish
its reputation for delivering projects safely, on time and to
budget.
The Group has firmly established its international credentials
in the renewables sector as well as continuing to build on its
traditional oil and gas credentials. We are recognised for building
complex offshore and onshore process modules and platforms,
fabricating and refurbishing jack-up rigs and liftboats.
Lamprell employs more than 4,000 people across multiple
facilities, with its primary facilities located in Hamriyah, in the
UAE. Combined, the Group's facilities cover approximately 800,000m2
with over 1.5 km of quayside. In addition, the Group has facilities
in Saudi Arabia (through a joint venture agreement). Lamprell is
listed on the London Stock Exchange (symbol "LAM").
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END
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