Annual Reports & Accounts 2011

1 Legal status and activities

Lamprell plc (“the Company/the parent company”) was incorporated and registered on 4 July 2006 in the Isle of Man as a public company limited by shares under the Isle of Man Companies Acts with the registered number 117101C. The Company acquired 100% of the legal and beneficial ownership in Lamprell Energy Limited (“LEL”) from Lamprell Investments Holdings Limited (“LHL”), under a share for share exchange agreement dated 25 September 2006 and this transaction was accounted for in the consolidated financial statements using the uniting of interests method (Note 30). The Company was admitted to the Alternative Investment Market (“AIM”) of the London Stock Exchange with effect from 16 October 2006. From 6 November 2008, the Company moved from AIM and was admitted to trading on the London Stock Exchange (“LSE”) plc’s main market for listed securities. The address of the registered office of the Company is Fort Anne, Douglas, Isle of Man and the Company is managed from the United Arab Emirates (“UAE”). The address of the principal place of the business is PO Box 33455, Dubai, UAE.

The principal activities of the Company and its subsidiaries (together referred to as the “Group”) are: the upgrade and refurbishment of offshore jackup rigs; fabrication; assembly and new build construction for the offshore oil and gas and renewable sector, including jackup rigs and liftboats; Floating Production, Storage and Offloading (“FPSO”) and other offshore and onshore structures; and oilfield engineering services, including the upgrade and refurbishment of land rigs.

During the year, the Group acquired 100% of the shares in Maritime Industrial Services Company Ltd Inc (“MIS”) through its wholly owned subsidiary Lamprell Investments Holding Limited. MIS is registered in Panama and has operations in the Middle East and Kazakhstan. The principal activities of MIS are the upgrade and refurbishment of offshore jackup rigs; fabrication, assembly and new build construction for the offshore oil and gas sector; engineering and construction; safety and training services and other operating and maintenance services. At the time of acquisition, MIS was listed on the Norwegian Stock Exchange and was subsequently delisted in September 2011.

The Company has either directly or indirectly the following subsidiaries:

Name of the subsidiary	Percentage of legal ownership %		Percentage of beneficial ownership %	Place of incorporation
Lamprell Energy Limited	100		100	Isle of Man
Lamprell Investments Holding Limited (“LIH”)	100		100	British Virgin Islands
Lamprell Dubai LLC (“LD”)	49	*	100	UAE
Lamprell Sharjah WLL (“LS”)	49	*	100	UAE
Maritime Offshore Limited (“MOL”)	100		100	Isle of Man
Maritime Offshore Construction Limited (“MOCL”)	100		100	Isle of Man
International Inspection Services Limited (“Inspec”)	100		100	Isle of Man
Cleopatra Barges Limited (“CBL”)	100		100	British Virgin Islands
Lamprell plc employee benefit trust (“EBT”)	100		†	Unincorporated
Jebel Ali Investments Limited (“JIL”)	100		100	British Virgin Islands
Lamprell Energy FZCO (“LE FZCO”)	90	+	100	UAE
Lamprell Asia Limited (“LAL”)	100	++	100	Thailand
Maritime Industrial Services Co Ltd Inc (“MIS”)	100		100	Republic of Panama
Maurlis International Ltd Inc (“MIL”)	100		100	Republic of Panama
Global Management and Acquisition Co Ltd Inc (“GMAC”)	100		100	Republic of Panama
Rig Metals LLC	49	*	100	UAE
Litwin PEL Co. LLC	49	*	100	UAE
Maritime Industrial Services Co Ltd & Partners (“MISCLP”)	49	*	100	Sultanate of Oman
Global Investment Co Ltd Inc (“GIC”)	100		100	Republic of Panama
Maritime International Agency Services Ltd (“MIAS”)	100		100	Republic of Panama
MIS International Ltd Inc	100		100	UAE
Marine Investment Holdings Co Ltd Inc	100		100	Republic of Panama
MIS Trading Company Inc	100		100	Republic of Panama
MIS Qatar WLL (“MISQWLL”)	49	*	100	Qatar
MIS Control Industrial Company Inc	100		100	Republic of Panama

*The remaining balance of 51% in each case is registered in the name of a Gulf Cooperation Council (“GCC”) National/entity owned by a GCC National that has assigned all the economic benefits attached to their shareholdings to the Group entity. The Group has the power to exercise control over the financial and operating policies of the entities incorporated in the UAE through management agreements and accordingly, these entities are consolidated as wholly owned subsidiaries in these consolidated financial statements. These shareholders receive sponsorship fees/commission from the Group (Note 25).

†The beneficiaries of the EBT are the employees of the Group.

+A UAE free zone company (“FZCO”) is required to have a minimum of two shareholders and consequently, the balance of 10% is held by an employee of LEL in trust for the beneficial interest of the Group.

++A Thailand registered company is required to have a minimum of three shareholders and consequently, of the total 867,000 shares, two shares are held by employees of the Group in trust for the beneficial interest of the Group and the balance of 866,998 shares is held by LE FZCO.