REG - Harland & Wolff - Board appointments & other updates

Harland & Wolff groupAnnouncement

12/08/2024 13:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240812:nRSL1225Aa&default-theme=true

RNS Number : 1225A  Harland & Wolff Group Holdings PLC  12 August 2024

This announcement contains inside information

12 August 2024

 

Harland & Wolff Group Holdings plc

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

Board Appointments

&

Other updates

 

Board Appointments

Further to its recent announcement regarding certain changes to the Board,
Harland & Wolff announces the formal appointments of Russell Downs and
Alan Fort to its Board of Directors with immediate effect.

Russell joins the board as Interim Executive Chairman. As previously
announced, Russell is a highly experienced finance professional after a
30-year career at PwC LLP, most recently as partner, helping businesses and
stakeholders across a wide spectrum of industries.  Russell is founder of
Armada Advisers LLP, a boutique advisory firm supporting stakeholders and
advising on restructurings. He is currently also an executive director of
Merry Hill Shopping Centre, a large shopping complex based in Dudley, England.
With notable successes returning significant value to stakeholders and
securing complex refinancings, he is well placed to lead the Board at this
time as it seeks to complete a recapitalisation intended to give the Company a
sustainable financial footing into the medium and long-term.

Alan joins the board as Non-Executive Director and has a long track record in
performance improvement, with many years of board level experience providing
support and challenge to management teams to ensure that goals are clearly
defined and performance is transparently monitored. Amongst other roles, Alan
is currently a Non-Executive Director at the steelmaker Celsa UK Group, a
leading steel manufacturer where he previously held the role of Chief
Restructuring Officer. Alan qualified as a chartered accountant with Price
Waterhouse.

 

Other updates

 

On 19 July 2024, the Company announced that it was assessing strategic options
for the Group having been notified that HM Government would not be proceeding
with H&W's application for the EDG facility. As announced on 1 August
2024,  the Company subsequently entered into arrangements with its existing
lenders, Riverstone, to increase its facility by $25m to provide short term
liquidity to the Company.

 

In line with the Company's previous strategy to scale, diversify and invest in
its asset base to ensure capability of carrying out large scale contracts,
including the FSS programme, the Group has, over the past years, necessarily
built significant scale and capability in its yards in England, Northern
Ireland and Scotland supported by talented, loyal and committed work forces.

 

It remains the Company's priority to deliver our programme on the FSS project
and the Company is in active discussions with this customer to agree the
optimum route.  The Company continues to work on its existing order book to
the fullest extent possible, whilst at the same time working with interested
parties to find a solution that supports the long-term ambitions and prospects
of the business.

 

The Company remains reliant on the support of its existing lenders,
Riverstone, who continue to support the Group through the provision of
short-term liquidity and under its existing structure of guarantees, share
pledges and secured debentures.

 

As previously announced, the Company has appointed Rothschild & Co as its
financial adviser to assess strategic options for the Group and assist the
Board in deciding a route forward that will maximise value for stakeholders
and seek to preserve the Company's core operations at its delivery centres in
Belfast, Appledore, Methil and Arnish. This process is underway and being
undertaken in conjunction with the ongoing review of the Company's business
priorities.

 

Currently, the Company and its Board do not believe it can finalise its 2023
accounts on a going concern basis and, therefore, work to complete its
unpublished accounts has also been suspended, with resources being focussed on
the Rothschild process. Accordingly, the present suspension of the Company's
shares will remain in place and the Company will update the market in
accordance with its regulatory obligations as matters develop.

 

Change of Name of Broker

 

The Company also announces that its joint Broker has changed its name to
Panmure Liberum Capital Limited following completion of its own corporate
merger.

 

Russell Downs, Interim Executive Chairman, commented:

 

"We remain focussed on working with interested parties and key stakeholders to
ensure that we can navigate through this uncertainty preserving the underlying
value in the yards and the FSS contract for its employees and other
stakeholders."

 

Unless otherwise defined, capitalised terms shall have the same meaning as
those set out in the Company's announcement dated 19 July 2024.

 

Additional information pursuant to Schedule Two, paragraph (g) of the AIM
Rules for Companies

 

Russell Downs, aged 56, is currently or has previously been a director or
partner of the following companies or partnerships within the past five years:

 

 Current Directorships / Partnerships                                           Previous Directorships / Partnerships within past five years
 Merry Hill Shopping Centre entities:                                           Entities related to Ted Baker *:
 ·      Cable Plaza Limited                                                     ·      Ted Baker Germany GMBH
 ·      Castle & Pedmore Houses Limited                                         ·      No Ordinary Shoes Limited
 ·      Crossmane Limited                                                       ·      No Ordinary Design Label Limited
 ·      Intu Finance MH Limited
 ·      Intu MH Acquisitions Limited                                            Others:
 ·      Intu MH Group Limited                                                   FIBR Capital Ltd
 ·      Intu MH Holdings Limited                                                PricewaterhouseCoopers LLP
 ·      Intu MH Investments Limited
 ·      Intu MH Leaseholds Limited
 ·      Intu MH Parking Limited
 ·      Intu MH Participations Limited
 ·      Intu MH Phase 1 Limited
 ·      Intu MH Properties Limited
 ·      Intu MH Waterfront Limited
 ·      Merry Hill Management Services Limited
 ·      Merry Hill Services Limited
 ·      Merry Hill Trading Limited
 ·      MH (No. 1) General Partner Limited
 ·      MH (No. 1) Nominee A Limited
 ·      MH (No. 1) Nominee B Limited
 ·      MH (No. 2) General Partner Limited
 ·      MH (No. 2) Nominee A Limited
 ·      MH (No. 2) Nominee B Limited
 ·      MH (No. 3) General Partner Limited
 ·      MH (No. 3) Nominee A Limited
 ·      MH (No. 3) Nominee B Limited
 ·      MH (No. 4) General Partner Limited
 ·      MH (No. 4) Nominee A Limited
 ·      MH (No. 4) Nominee B Limited
 ·      MH (No. 5) General Partner Limited
 ·      MH (No. 5) Nominee A Limited
 ·      MH (No. 5) Nominee B Limited
 ·      MH (No. 6) Nominee A Limited
 ·      MH (No. 6) Nominee B Limited
 ·      MH (No. 7) General Partner Limited
 ·      MH (No. 7) Nominee A Limited
 ·      MH (No. 7) Nominee B Limited
 ·      MH (No. 8) General Partner Limited
 ·      MH (No. 8) Nominee A Limited
 ·      MH (No. 8) Nominee B Limited
 ·      Intu Merry Hill 2 Limited

 Others:
 ·      Armada Advisers LLP
 ·      Friends of Pembrokeshire Coast National Park (Trustee, community
 interest company)
 Harland and Wolff group entities
 ·      Harland and Wolff (Methil) Limited
 ·      Harland and Wolff (Belfast) Limited
 ·      Infrastrata UK Limited
 ·      Harland and Wolff (People & Skills) Limited
 ·      Harland and Wolff (Arnish) Limited
 ·      Harland and Wolff (Technologies) Limited
 ·      Islandmagee Energy Limited
 ·      Islandmagee Energy Hub Limited
 ·      Infrastrata Energy UK Limited
 ·      Harland and Wolff Technical Services Limited
 ·      Harland and Wolff (Marine Services) Limited
 ·      Harland and Wolff (Appledore) Limited

 

Russell has no holding or interest in the Company's ordinary shares.

 

 

 

Other information

 

In January 2024, Russell Downs was appointed as a director of No Ordinary
Designer Label Limited ("NODL") and No Ordinary Shoes Limited ("NOSL"), both
part of the retailing group trading as "Ted Baker", to support an attempted
rescue of the businesses which had fallen into financial difficulties.  NODL
was placed into administration in March 2024.  Insolvency proceedings for
NOSL began on 8 May 2024 via a compulsory liquidation process.  Russell was
also appointed as a director of Ted Baker Germany GMBH in February 2024 on an
interim basis to manage the restructuring process and this company is
currently in an insolvency process in Germany.

 

Alan James Fort, aged 68, is currently or has previously been a director or
partner of the following companies or partnerships within the past five years:

 

 Current Directorships / Partnerships           Previous Directorships / Partnerships within past five years
 Entities related to Celsa:                     Entities related to Xercise4Less (trading name):
 ·      Celsa (UK) Holdings Ltd                 ·      Xercise4Less (Doncaster) Limited
 ·      Celsa Manufacturing (UK) Limited        ·      Xercise4Less Newcastle Under Lyme Limited
 ·      Celsa Steel (UK) Limited                ·      Xercise4Less (Hull) Limited
 ·      Celsa Steel Service (UK) Limited        ·      Xercise4Less (Wigan) Ltd
 ·      Celsa (Wales) Limited                   ·      Xercise4Less (Nottingham) Limited
 ·      Romtech Limited                         ·      Xercise4Less (Wakefield) Limited
 ·      R.F.A Manufacturing Limited             ·      Xercise4Less (Bolton) Limited
 ·      RFA (Penistone) Limited                 ·      Xercise4Less Health And Fitness Club Limited
 ·      ROM Limited                             ·      Xercise4Less (Leeds) Ltd
 ·      ROM Group Limited                       ·      Wright Leisure Topco Limited
 ·      RFA Systems Limited                     ·      Wright Leisure Midco Limited
 ·      RFA - Tech Ltd                          ·      Wright Leisure Limited
 ·      Express Reinforcements Limited          ·      Wright Leisure Manco Limited

 Other:                                         Other:
 BRC Limited                                    Callfort Ltd
 Bambino MIO Limited

 

Alan has no holding or interest in the Company's ordinary shares.

 

Other information

 

·      Alan was previously Chairman of Wright Leisure Topco Ltd (trading
name Xercise4Less), and associated entities detailed in the table above,
recruited to turnaround a private-equity backed budget gym chain. Having been
placed into administration in 2020, the business was ultimately sold and the
holding company liquidated, recovering some exposure for the secured lender.

·      Alan was appointed by creditors as a director of TS Marine
(Contracting) Limited in 2009, and subsequently its associated entities SSDV
Holdings (UK) Limited, TS Marine (PTY), SSDV Holdings (Ireland Limited), SSDV
Shipping Company No. 1 Limited, SSDV Shipping Company No. 2 Limited and SSDV
Shipping Company No. 3 Limited, to assist in stabilising the underperforming
business. TS Marine's UK and APAC businesses were sold in 2009 and the holding
company was eventually liquidated in July 2013 through creditors voluntary
liquidation.

·      Alan was previously appointed as Chairman of Gelert Ltd in 2011
(and associated entities Bryncir Products Ltd and Fairway Supplies Limited)
through an administrative receivership process to develop a turnaround plan
after a loss of a major customer. Having returned the business to
profitability, the business was ultimately sold in 2013.

·      Alan was appointed by lenders as NED and CRO of Dreams Plc (and
associated entity Exponent (Rainbow) SPV 1 Ltd, in 2011 to deliver a
turnaround of the struggling business, managing a controlled sale via an
administration process which completed in March 2013, resulting in lender
creditors fully repaid.

·      Alan was previously appointed CEO & CRO of April Topco
Limited (trading name Evans Cycles Ltd) and associated entities April Number 3
Limited, April Midco Limited & April Bidco Limited. The business was
placed into administration in October 2018 and ultimately sold.

·      Alan was appointed as CRO and NED to Jessops Plc (and associated
entity Snap Equity Limited) by creditors in 2009 to develop a business change
programme following a downturn in customer demand. The Company was ultimately
placed into administration in 2013 following a lack of supplier support.

·      Alan was appointed as Chairman of Nexum (Holdings) Limited
(Trading name Various Nightclubs) in 2008 to support a business restructuring.
All clubs were ultimately sold by 2010 through a company voluntary arrangement
following the implementation of a cost reduction plan to allow the business to
continue trading.

·      Alan was appointed as NED to Dynamic Distance Learning Limited
(trading name DDL) in 2009, which was ultimately placed into administration in
2018.

 

Save as disclosed above, there is no further information required to be
disclosed pursuant to Schedule Two, paragraph (g) of the AIM Rules for
Companies.

 

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

 Malcolm Groat, Chairman                                                   investor@harland-wolff.com (mailto:investor@harland-wolff.com)

 Arun Raman, Chief Finance Officer                                         media@harland-wolff.com (mailto:media@harland-wolff.com)

 h2Radnor (Investor Relations)                                             +44 (0) 20 3897 1838

 Neville Harris / Josh Cryer
 Cavendish Capital Markets Limited (Nominated Adviser & Broker)            +44 (0)20 7397 8900

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

 Michael Johnson (Sales)

 Panmure Liberum (Joint Broker)                                            +44 (0)20 3100 2000

 Nicholas How / Edward Mansfield

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  BOAPTMBTMTABBII