REG - Harland & Wolff - Accordion Facility & Deferred Consideration

Harland & Wolff groupAnnouncement

26/10/2022 14:45

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RNS Number : 2257E  Harland & Wolff Group Holdings PLC  26 October 2022

This announcement contains inside information

 

26 October 2022

 

Harland & Wolff Group Holdings plc

("Harland & Wolff" or the "Company")

Activation of Accordion facility, Settlement of Appledore Deferred
Consideration and Issue of Equity

 

Harland & Wolff Group Holdings plc (AIM: HARL), the UK quoted company
focused on strategic infrastructure projects and physical asset lifecycle
management, announces that it has activated the accordion facility provided by
Riverstone Credit Partners LLC and an initial sum of $15 million (before
costs) has been drawn down. This will be used for the full settlement of the
remaining Appledore deferred consideration and for working capital needs as
required.

A total sum of £4.50 million remained payable to satisfy the deferred
consideration to Appledore's vendors. Accordingly, a cash payment of £3.90
million has been made along with the issue to the vendors of 9,282,178
ordinary shares in the Company ("Consideration Shares") at a price 6.464 pence
per ordinary share equating to a sum of £600,000, based on the Company's
volume weighted average price from 29 September 2022 to 18(th) October 2022.

As part of this transaction, the Company has issued 8,573,044 warrants to
Riverstone Credit Partners LLC over new ordinary shares in the Company at an
exercise price of 5.65 pence per share. These warrants are exercisable in cash
and expire within 36 months of being issued. There is no lock-up period for
these warrants.

Application has been made for the admission of the Consideration Shares to be
admitted to trading on AIM ("Admission"). These new ordinary shares will rank
pari passu with the existing issued ordinary shares of the Company. It is
expected that Admission will become effective and that trading in the new
ordinary shares will commence at or around 8.00 am on 27 October 2022.

On Admission, the total number of ordinary shares in the Company will be
172,170,018. The Company does not currently hold any ordinary shares in
treasury. Therefore, from Admission, the total number of voting rights in the
Company will be 172,170,018, which may be used by shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in the
Company under the FCA's Disclosure Guidance and Transparency Rules.

Following Admission, Appledore Land Limited will hold 9,282,178 ordinary
shares in the Company, representing approximately 5.39% of its issued share
capital on Admission, as enlarged by the Consideration Shares.

Harland & Wolff, group CEO John Wood, commented:

"I am delighted that we have formally completed the acquisition of all the
assets of Appledore. With the M55 and HMS Atherstone in the yard, the
completion of this transaction and bringing these assets formally under the
Harland & Wolff umbrella is a significant milestone. It also provides
additional confidence to our clients to progress and execute new contracts
destined for Appledore.

I am also pleased that we have been approved by Riverstone to activate the
accordion facility which puts the Group in a solid position ahead of a very
busy Q4 2022 and Q1 2023."

For further information, please visit www.harland-wolff.com
(http://www.harland-wolff.com/)  or contact:

 

 Harland & Wolff Group Holdings plc                                        +44 (0)20 3900 2122

 John Wood, Chief Executive Officer                                        investor@harland-wolff.com (mailto:investor@harland-wolff.com)

 Seena Shah, Head of Marketing & Communications                            media@harland-wolff.com (mailto:media@harland-wolff.com)

 Cenkos Securities plc (Nominated Adviser & Broker)                        +44 (0)20 7397 8900

 Stephen Keys / Callum Davidson / Dan Hodkinson (Corporate Finance)

 Michael Johnson (Sales)

 

About Harland & Wolff

Harland & Wolff is a multisite fabrication company, operating in the
maritime and offshore industry through five markets: commercial, cruise and
ferry, defence, energy and renewables and six services: technical services,
fabrication and construction, decommissioning, repair and maintenance,
in-service support and conversion.

 

Its Belfast yard is one of Europe's largest heavy engineering facilities,
with deep water access, two of Europe's largest drydocks, ample quayside and
vast fabrication halls. As a result of the acquisition of Harland & Wolff
(Appledore) in August 2020, the company has been able to capitalise on
opportunities at both ends of the ship-repair and shipbuilding markets where
there will be significant demand.

 

In February 2021, the company acquired the assets of two Scottish-based yards
along the east and west coasts. Now known as Harland & Wolff (Methil) and
Harland & Wolff (Arnish), these facilities will focus on fabrication work
within the renewables, energy and defence sectors.

 

In addition to Harland & Wolff, it owns the Islandmagee gas storage
project, which is expected to provide 25% of the UK's natural gas storage
capacity and to benefit the Northern Irish economy as a whole when completed.

 

 

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