REG - Thunderball Invest. Lamprell plc - Offer Closed

Argo InvestmentsAnnouncement

25/10/2022 13:30

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RNS Number : 0559E  Thunderball Investments Limited   25 October 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

25 October 2022

THUNDERBALL INVESTMENTS LIMITED ("THUNDERBALL")

a newly formed company owned by Blofeld Investment Management Limited
("Blofeld") and AlGihaz Holding Closed Joint-Stock Company ("AlGihaz")

RECOMMENDED CASH OFFER

for

LAMPRELL PLC ("LAMPRELL")

 

OFFER CLOSED

 

On 21 July 2022, Thunderball announced a recommended cash offer for Lamprell
(the "Offer"), which became wholly unconditional on 26 August 2022. The full
terms of, and conditions to, the Offer and the procedures for acceptance were
set out in the offer document dated 12 August 2022 (the "Offer Document").
Defined terms used but not defined in this announcement have the same meanings
given to them in the Offer Document.

The Offer closed at 1.00pm on 21 October 2022 (the "Closing Date") and
accordingly is no longer open for further acceptances.

Thunderball notes that the cancellation of the admission of Lamprell 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 took
effect earlier today.

Acceptance Levels

As at the date of this announcement, the Thunderball Group hold in aggregate
186,507,967 Lamprell Shares, representing approximately 45.04 per cent. of
Lamprell's issued ordinary share capital. These Lamprell Shares are subject to
the Share Exchange Agreement described in the Offer Document.

As at 1.00 p.m. on 21 October 2022, valid acceptances of the Offer had been
received in respect of 118,971,240 Lamprell Shares, representing 28.09 per
cent. of the issued share capital of Lamprell.

Accordingly, the Thunderball Group either holds, or has received valid
acceptances of the Offer in respect of, a total of 305,479,207 Lamprell
Shares, representing approximately 72.14 per cent. of the issued ordinary
share capital of Lamprell.

Settlement of consideration

Settlement of consideration to which any accepting Lamprell Shareholder(s) is
entitled under the Offer, shall be effected in the case of acceptances
received and complete in all respects prior to the Closing Date, within 14
calendar days of such receipt, in each case in the manner described in
paragraph 16 of Part II of the Offer Document.

Enquiries:

 finnCap                                            +44 (0) 20 7220 0500

 (Joint Financial Adviser to Thunderball)

 Chris Raggett / Henrik Persson / Fergus Sullivan

 Zeus                                               +44 (0) 20 3829 5000

 (Joint Financial Adviser to Thunderball)

 Nick Cowles / Dan Bate / James Edis

 Lamprell plc                                       +44 (0) 7852 618 046

 Maria Babkina, Investor Relations

 Investec                                           +44 (0) 20 7597 5970

 (Financial Adviser/Corporate Broker to Lamprell)

 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.

This announcement does not constitute a prospectus or prospectus equivalent
document.

Notice to US Shareholders

The Offer has been made in reliance on, and in compliance with, Rule 14d-1I
under the US Securities Exchange Act of 1934, as amended. The Offer has been
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.

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.

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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