Rights Issue
5 for 16 Rights Issue of 81,363,469 ordinary shares at 88 pence to raise
approximately US$120 million (the "Rights Issue")
The Board of Lamprell plc ("Lamprell" or the "Company", and together with its subsidiaries, the "Group"), a leading provider of diversified engineering and contracting services to the onshore and offshore oil & gas and renewable industry, today announces a fully underwritten Rights Issue to raise gross proceeds of approximately £71.6 million (US$120.3 million). In conjunction with a debt refinancing also announced by the Company today in its interim management statement for the period from 1 January 2014 to 15 May 2014, the Rights Issue is intended to provide a stronger platform for the successful execution of the Group's growth strategy.
Highlights
· Enables the Group to deliver on its growth strategy by improving its competitive position through operational improvements and financial flexibility.
· Intention to raise gross proceeds of approximately £71.6 million (US$120.3million), facilitating its debt refinancing of US$350.0 million.
· Will allow the Group to repay in full the borrowings under term loan facility B of its Existing Facilities, as well as reducing the Group's financing costs.
· Supports the implementation of the Group's strategy to improve profitability.
· Rights Issue expected to be earnings accretive for the Group over the medium-term.
· Supported by the Principal Shareholder.
Rationale for the Rights Issue
· Following the Company's return to profitability, the focus is now on generating sustainable long-term growth and the additional funding will put the Group on a stronger footing to deliver its strategy.
· The Rights Issue will provide Lamprell with funds to support a capital investment programme to improve productivity, reduce operating costs, repay certain of the Group's borrowings and to strengthen the Company's balance sheet and working capital flexibility.
· More specifically the Rights Issue will allow the Group to:
o implement a programme of automation, productivity improvement and cost reduction to enable the Group to leverage its current strong position in its core markets, particularly in the new build jack-up rigs and offshore construction markets;
o place itself in a stronger competitive position by allowing it to offer its customers a solution for new build jack-up rigs which combines high build quality, world class safety, timely delivery, as well as additional commercial optionality; and
o maintain a more cost effective and sustainable capital structure and enable further enhanced working capital availability, which would enable the Group to access a larger addressable market and support additional project wins.
Details and use of proceeds
· 5 for 16 fully underwritten Rights Issue of 81,363,469 New Ordinary Shares at 88 pence per New Ordinary Share to raise gross proceeds of approximately £71.6 million (US$120.3 million).
· The Issue Price of 88 per New Ordinary Share represents a discount of 39.7 per cent. to the closing price on 15 May 2014, and a 33.4 per cent. discount to the theoretical ex‐rights price.
· The Rights Issue will raise gross proceeds of approximately £71.6 million (US$120.3 million). After the payment of fees and expenses of approximately £4.8 million (US$8.1 million) in connection with the Rights Issue, the Company intends to use the net proceeds of the Rights Issue as follows:
o US$60.0 million will be used for a yard investment programme, including a new panel line, newer welding processes, an improved electrical distribution system and improved cutting and blasting and painting facilities, as well as supporting operational systems, with an expected payback period of three to four years;
o US$10.6 million will be used to repay in full the borrowings under term loan facility B of its Existing Facilities, after the repayment of US$ 49.5 million out of the proceeds of the Inspec Disposal; and
o the balance will be used, together with the New Facilities (once fully unconditional and committed), to strengthen the Group's balance sheet by providing the Group with a more cost effective and sustainable capital structure to enhance its working capital flexibility.