Proposed Joint Venture 31 May 2017
Important Notice This document comprises the written materials/slides for a presentation concerning the proposed entry by Lamprell plc (the "Company") into a joint venture ("JVCo") with respect to the establishment, development and operation of a maritime yard for the construction, maintenance and repair of offshore drilling rigs and vessels which is to form part of the complex known as "The King Salman International Complex for Maritime Industries & Services" (the "Transaction"). Where used in this document, "Presentation" shall mean and include the slides that follow, the oral presentation of the slides by the Company's officers on behalf of the Company, any question and answer session that follows that oral presentation, physical or electronic copies of this Presentation and any materials distributed at, or in connection with this Presentation. The contents of this Presentation are to be kept strictly confidential. This Presentation has been prepared by the Company and has been prepared solely for use in connection with the Transaction and the contents of this Presentation have not been verified by the Company or Investec Bank plc ("Investec"). This Presentation is neither a prospectus for the purposes of the Prospectus Rules of the Financial Conduct Authority of the United Kingdom (the "FCA") nor a circular for the purposes of the Listing Rules of the FCA, and has not been approved by the FCA. This Presentation does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company or securities in any other entity, nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto. This Presentation does not constitute a recommendation regarding shares of the Company. The information contained in this Presentation is for discussion purposes only and does not purport to contain all information that may be required to evaluate the Company and/or its financial position. No reliance may be placed for any purposes whatsoever on the information contained in this Presentation or on its completeness. No representation or warranty, express or implied, is given by or on behalf of the Company and its subsidiary undertakings (the "Group"), Investec or any of their respective affiliates or any their respective directors, officers, employees, agents or advisers ("Affiliates") or any other person as so to the accuracy, completeness or verification of the information or the opinions contained in this Presentation and no liability is accepted for any such information, opinions or otherwise. No statement in this Presentation is intended to be nor may be construed as a profit forecast. Persons receiving or accessing this Presentation must make all investment decisions in reliance of their own judgements and not in reliance in the Company, Investec or any of their respective Affiliates. Investec, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the FCA and PRA, is acting solely for the Company and nobody else and will not regard any other person (whether or not a recipient of this Presentation) as a client and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Investec nor for providing advice in relation to any matter referred to in this Presentation. Some of the information contained in this Presentation (including details of the Transaction) may be inside information relating to the securities of the Company within the meaning of the Criminal Justice Act 1993 and Regulation (EU) No. 596/2014 of the European Parliament and the Council of 16 April 2014 on market abuse ("MAR"). Recipients of this Presentation shall not disclose any of the information contained herein and shall not use such information to deal, attempt to deal, or to encourage another person to deal, in the securities of the Company. Recipients of this Presentation shall ensure that any person to whom they disclose any of the information contained in this Presentation complies with this paragraph. This Presentation and its contents are confidential and may not be reproduced, redistributed or passed on directly or indirectly, to any other person or published, in whole or in part, for any purpose. This Presentation is directed at and is only being distributed (A) in member states of the European Economic Area to persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC as amended (including amendments by Directive 2010/73/EU to the extent implemented in the relevant member state)); (B) in the United Kingdom to persons who (i) have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) and investment personnel of any of the foregoing (each within the meaning of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005) and (ii) are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000, as amended; and (C) otherwise to persons to whom it may otherwise be lawful to communicate it to (each a "Relevant Person"). This Presentation is directed only at Relevant Persons and no other person should act or rely on this Presentation and persons distributing this Presentation must satisfy themselves that it is lawful to do so. This Presentation should not form the basis of any investment decision and the contents do not constitute advice relating to legal, taxation or investment matters. Nothing in this Presentation constitutes investment advice and any recommendations regarding the Transaction that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient. The information contained in this Presentation has been prepared for discussion purposes only, does not purport to contain all of the information that may be required to evaluate an investment in the Company and/or its financial position and any recipient should conduct its own independent analysis of the data referred to herein. Shareholders are advised to seek expert advice before making any investment decision. This Presentation, to the extent that it relates to the Group, is based on historical information provided by the Group's management and advisers or taken from public sources, none of which has been independently verified. Certain statements contained in this Presentation in relation to both the Group and JVCo constitute "forward-looking statements". In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "prepares", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Group or JVCo, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group's and/or JVCo's present and future business strategies and the environment in which the Group and/or JVCo will operate in the future. Such risks, uncertainties and other factors include, among others: general economic and business conditions, industry trends, competition, changes in government regulation, economic downturn and the Group's ability to implement expansion plans or JVCo's ability to implement its business plan. These forward-looking statements speak only as at the date of this Presentation. Except as required by the FCA, the Listing Rules of the FCA, MAR, applicable law or relevant regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Presentation to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. By attending the meeting to which this Presentation relates and/or by accepting or accessing this Presentation, you agree to be bound by the foregoing limitations and conditions and, in particular, you will be taken to have represented, warranted and undertaken to the Company, Investec and their respective Affiliates that: (i) you are a Relevant Person (as defined herein); and (ii) you have read and agree to comply with, and be bound by, the contents of this notice. www.lamprell.com 1
Recommend
More recommend
