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

26 August 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 UNCONDITIONAL

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 (the "Offer").

On 12 August 2022, Thunderball published an offer document (the "Offer Document") setting out the full terms and conditions of the Offer.

Defined terms used but not defined in this announcement have the meanings given to them in the Offer Document.

Offer Unconditional

As set out in the Offer Document, the Offer is conditional upon inter alia valid acceptances being received by Thunderball in respect of such number of Lamprell Shares which, together with Lamprell Shares held by Thunderball, Blofeld, the Asyad Group, Sheikh Osama AlSayed, AlGihaz, Mr. Sami AlAngari and/or Mr. Said Ali AlAngari (the "Thunderball Group"), carry more than 50 per cent. of Lamprell's voting rights (the "Acceptance Condition").

Thunderball is pleased to announce that it has received sufficient acceptances to satisfy the Acceptance Condition (further details of which is set out below).

Thunderball further announces that the other Conditions set out in paragraphs 2(a) - 2(f) of Section A of Appendix I of the Offer Document have either been satisfied or waived, to the extent capable of waiver.

As a result, Thunderball is pleased to declare that the Offer is now unconditional. In accordance with the terms of the Offer, withdrawal rights have now ceased to be exercisable.

Acceptance Levels

As at the date of this announcement, the Thunderball Group hold in aggregate 186,507,967 Lamprell Shares, representing approximately 45.17 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 25 August 2022 (being the last Business Day prior to the date of this announcement), Thunderball had received valid acceptances of the Offer in respect of 19,936,235 Lamprell Shares, representing approximately 4.82 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 206,444,202 Lamprell Shares, representing approximately 50.00 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 19,849,152 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 51,700 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 25 August 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

As Thunderball has declared the Offer unconditional, existing 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.

Lamprell Shareholders are strongly encouraged to accept the Offer. As stated in the Offer Document, Thunderball intends to seek the Delisting of Lamprell Shares. Delisting of the Lamprell Shares 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.

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:

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).

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in the relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by Lamprell Shareholders, persons with information rights and other relevant persons for the receipt of communications from Lamprell may be provided to Thunderball during the Offer Period as requested under Section 4 of Appendix 4 of the Code.

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.