REG - Harland & Wolff Isles of Scilly SCL - Statement re Possible Offer

Harland & Wolff groupAnnouncement

24/11/2023 07:00

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RNS Number : 5327U  Harland & Wolff Group Holdings PLC  24 November 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER
UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND
ACCORDINGLY THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE OR ITS
TERMS.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

 

 

Harland & Wolff Group Holdings plc

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

Response re. announcement by Isles of Scilly Steamship Company Limited

 

 

The Board of Harland & Wolff Group Holdings plc (AIM: HARL) notes the
announcement made yesterday by Isles of Scilly Steamship Company Limited
("ISSCL") and confirms that it made an indicative and preliminary approach to
ISSCL regarding a possible cash offer for the entire issued and to be issued
share capital of ISSCL.

 

As previously announced, the Company has been considering the opportunity to
build and/or operate ferries to service the Isles of Scilly to Penzance route,
which it believes is significantly underserved by its current operation. The
Company believes there is a clear strategic, operational and financial
rationale for the proposed acquisition in pursuit of this and is disappointed
that the board of ISSCL unequivocally rejected this proposal. The board of
Harland & Wolff continue to consider their options.

 

The making of any firm offer would be subject to the satisfaction of customary
pre-conditions, including due diligence and there can at this stage be no
assurances that any offer will be made, or the terms of any such offer, even
if these pre-conditions are satisfied or waived.

 

As required by Rule 2.6(a) of the Takeover Code, H&W is required, by not
later than 5.00 p.m. on 21 December 2023, either to announce a firm intention
to make an offer for the Company in accordance with Rule 2.7 of the Takeover
Code or to announce that it does not intend to make such an offer, in which
case the announcement will be treated as a statement to which Rule 2.8 of the
Takeover Code applies. This deadline may be extended with the consent of the
Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Takeover
Code. This announcement has been made by the Company without the consent of
ISSCL.

 

The attention of investors is drawn to the important Code notes set out below.

 

Further announcements will be made as appropriate.

 

 

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)

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

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

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

 Michael Johnson (Sales)

 Liberum Capital Limited (Joint Broker)                                    +44 (0)20 3100 2000

 Nicholas How / Edward Mansfield

 Radnor Capital Partners (Investor Relations)                              +44 (0) 20 3897 1838

 Neville Harris / Joshua Cryer

Important Takeover Code notes

 

Rule 2.4

 

In accordance with Rule 2.4(c)(iii) of the Code, Harland & Wolff confirms
that it is not aware of any dealings in ISSCL shares that would require it to
offer a minimum level, or a particular form, of consideration under Rule 6 or
Rule 11 of the Code. However, it has not been practicable for Harland &
Wolff to make enquiries of all persons acting in concert with it prior to the
date of this announcement in order to confirm whether any details are required
to be disclosed under Rule 2.4(c)(iii) of the Code. To the extent that any
such details are identified following such enquiries, Harland & Wolff
shall make an announcement disclosing such details as soon as practicable, and
in any event by no later than the time it is required to make its Opening
Position Disclosure under Rule 8.1 of the Code.

 

Rule 2.9

 

In accordance with Rule 2.9 of the Code, Harland & Wolff confirms that as
at the date of this announcement, its issued share capital consisted of
173,047,211 ordinary shares of 1p each in issue ("Ordinary Shares"), each of
which is admitted to trading on AIM. The International Securities
Identification Number for the Harland & Wolff Ordinary Shares is
GB00BLPJ1272.

 

Rule 26.1

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available on Harland & Wolff's website at
https://www.harland-wolff.com/investors/
(https://www.harland-wolff.com/investors/) by no later than 12 noon (London
time) on 27 November 2023 (subject to certain restrictions relating to persons
resident in restricted jurisdictions). The content of the website referred to
in this announcement is not incorporated into and does not form part of this
announcement.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) 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 Code, any person who is, or becomes, interested in 1%
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(s), save to the extent that these details
have previously been disclose 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 (London
time) 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 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.

 

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). 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 Takeover
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.

 

 

 

 

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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