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REG - Harland & Wolff - Unaudited Preliminary Results

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RNS Number : 3478M  Harland & Wolff Group Holdings PLC  23 May 2022

This announcement contains inside information

 

23 May 2022

 

Harland & Wolff Group Holdings plc

("Harland & Wolff", "H&W" or the "Company")

Unaudited Annual Results for the 17-month period ended 31 December 2021

 

Harland & Wolff Group Holdings plc (AIM: HARL), the UK quoted company
focused on strategic infrastructure projects and physical asset lifecycle
management, is pleased to announce its unaudited annual results for the
17-month period ended 31 December 2021 ("FY 21").

Key highlights:

·      Revenue of £18.5 million for the 17-month period (31 July 2020:
£1.48 million*)

·      Improvement in gross margins to 28% (31 July 2020: 20%)

·      Operating loss of £22.37 million following significant
investment to support future growth of the business (31 July 2020: loss of
£9.18 million*)

·      Three major acquisitions completed; H&W Appledore, H&W
Methil and H&W Arnish

·      Two equity placings raising a total of £20.27 million (before
expenses)

 

*Figure represents the 12-month period under the Company's historic accounting
reference date

 

Key milestones achieved:

·      Significant capital investment in all yards across plant and
equipment including a robotic welding panel line installation in Belfast and a
robotic pipe profiler in Methil

·      All four sites became fully operational during the period

·      Marine license awarded from Department of Agriculture,
Environment and Rural Affairs (DAERA) for the Islandmagee gas storage project
- under judicial review

·      First major renewables contract executed with Saipem for the
fabrication of 8 wind turbine generator jackets valued at £26.50 million

·      First pontoon build announced and commenced during the period at
H&W Appledore

·      Executed contracts in four out of five key markets, final market
breakthrough (defence) expected H1/ early Q3'22

·      First third-party fabrication contracts announced and commenced
at H&W Arnish

 

Post-period end:

·      $70m debt facility signed with Riverstone Holdings LLC

·      Significant growth achieved in the cruise and ferry repair market
in Q1'22

·      Repair dock at H&W Belfast operating at near-full capacity
since Q4 2021

·      Largest ever cruise vessel to enter the Belfast drydock facility
in over twenty five years

·      Significant progress being made on converting advanced
negotiations in defence and commercial fabrication into executed contracts

 

The Company expects to publish its audited annual report and accounts in June,
which will be sent to Shareholders and available to view on the Company's
website at https://www.harland-wolff.com/ (https://www.harland-wolff.com/) . A
further announcement will be made once published. No material amendments to
the disclosures contained within this announcement are expected within the
audited financial statements.

 

 

Overview

The Company's management team has laid out a consistent strategy since 2018:
to own and operate a series of key UK infrastructure assets, each in their own
right capable of generating revenues and profits after an initial incubation
period. Thus, after the acquisition of the assets of Harland & Wolff
(Belfast) in 2019, the Company swiftly took advantage of other opportunities
that arose and acquired the assets of Harland & Wolff (Appledore) in
August 2020 and the assets of Harland & Wolff (Methil) and Harland &
Wolff (Arnish) in February 2021. Following these acquisitions, the Company now
has one of the largest shipyard and fabrication footprints in the UK.

Each of these facilities required significant capital expenditure and
maintenance works to bring them back to full operational levels following
acquisition. The Company took advantage of the imposed downtime during the
COVID-19 pandemic to complete all the necessary works, resulting in all
facilities now being fully operational, with each having a portfolio of
projects that it is working on.

While COVID-19 facilitated the completion of site refurbishment, it also had
an adverse impact on the Group's ability to do business hindering the
Company's ability to complete ongoing works and progress its pipeline of
contracts. Compounding the problem is the ongoing supply chain crisis that has
affected fabrication facilities globally. As a consequence, the Company has
seen certain clients, especially within the commercial fabrication market,
cancel contracts, amend contract scopes or defer the award of a contract in
the expectation that raw material prices will decline. Each of the Company's
facilities has been impacted and whilst the journey to full operational status
was slower than expected, management believes that each facility is now well
positioned and, as a result, the Company has made significant strides towards
generating material revenues.

Operating Review

The operating loss widened to £22.37 million for the 17-month period (12
months to 31 July 2020: £9.18 million). The Company's asset base has grown
substantially, and its personnel count has increased commensurately in the
period. Investment in people is one of the most expensive and time-consuming
processes for a company like H&W and needs to happen well before contracts
come to fruition. As a result, there has been a timing mismatch between making
these key investments and securing contracts and management expects this
dynamic to narrow significantly in FY2022 on the back of the current contracts
and those that are in the pipeline.

Cruise & ferry

The Belfast repair dock has been full for the last six months and we are
encouraged by the pace at which contracts are being executed and vessels
redelivered to the clients, on time and on budget.

As a series of firsts, the Belfast facility welcomed the largest LNG carrier
to have dry docked in the UK, the Eduard Toll. This vessel was successfully
docked, repaired and redelivered to the client on time and on budget. As a
result, the Company is in discussions with the client on a fleet-wide
multi-year deal. Given the sanctions placed by the UK Government on Russia and
Russian related assets as part of the ongoing crisis in Ukraine, management is
particularly sensitive to compliance with these sanctions. Accordingly,
management has put in place procedures and protocols to ensure that any vessel
/ asset coming into any of the facilities is in compliance with UK Government
requirements relating to Russian ownership or any ongoing Russian connections
that would breach these sanctions. The Company was also delighted to announce
the signing of its first major cruise contract with Carnival UK for the
docking of Queen Victoria which successfully undocked yesterday, on time and
on budget, which is a major milestone that has been achieved by the
facility.

Since the beginning of FY22, over 22 vessels have docked in Belfast to undergo
both minor and major repairs and with the cruise and ferry market now
returning to normality, management is focussed not only on bringing in
revenues for this year, but also on building contracted revenues for 2023 and
beyond. A key trend being experienced is that contract values are getting
larger as confidence grows in the Harland and Wolff brand within the ship
owning community, which in time will lead to higher value conversion type
projects in addition to regular ship repair contracts.

Renewables

Following the acquisition of the assets of Harland & Wolff (Methil) and
Harland & Wolff (Arnish) in February 2021, the Company signed its first
large renewable fabrication contract with Saipem UK for the fabrication of
eight wind turbine generator jackets valued at £26.50 million. The contract
stipulated for the delivery of materials by the client. With the materials now
being delivered against a challenging supply chain backdrop, and cleared for
fabrication after quality inspection, the Company has ramped up fabrication
and expects to complete the project in the current financial year. Therefore,
the majority of revenues from this Phase I of the Saipem contract of circa
£20 million - £22 million are expected to be recognised in FY22 as opposed
to the previous financial period.

Following the announcement of the list of awardees of the recently concluded
Scotwind licensing round, the Company has signed multiple Memoranda of
Understanding with the majority of the awardees. The Company's renewables team
is working closely with each to determine costs, capacities and local content
requirements for their respective projects. In the meantime, the Company
expects to receive contracts for the fabrication of 'demonstrator models' that
will validate the design basis for these offshore wind farm projects and allow
for engineering optimisation prior to any full-scale fabrication. With four
facilities across the UK, the Company is extremely well positioned to secure
large fabrication contracts for the renewables sector which will start
generating a contracted backlog of work for Methil and Arnish in 2023 and
beyond.

Defence

The Company has made great strides in the defence sector since 2019. It
reached a dual bidder stage for the Queen Elizabeth Aircraft Carrier contract
but narrowly lost the bid to its closest competitor. Whilst the Company scored
very well on its technical capabilities, project management skills and
geography of the Belfast docks, it was marginally out-priced given the capital
investment that it would have had to make relative to readily available
government-funded infrastructure at the competitor's dock that had already
been provided during the construction phase of the original program.

One of the biggest advantages of Harland & Wolff is that any capital
investment will eventually go towards a distributed market base, i.e., across
its five key markets. Therefore, over time, the cost/capital recovery of
assets that can be used generically will be spread across the Company's five
markets as opposed to a concentrated cost recovery from defence. This will
enable the Company to bid more competitively for repair and refurbishment
programmes of the existing fleet of vessels in addition to being more cost
competitive for new build programmes such as the Fleet Solid Support (FSS)
programme.

The Company continues to make good progress on the FSS Programme, the National
Flagship Project and the M55 contract. Given the highly sensitive nature of
all these contracts and counterparties, the Company will make any further
announcements in conjunction with the Ministry of Defence in due course.

With the publication of the National Shipbuilding Strategy earlier this year,
the Company believes that the defence and government market is set to be
buoyant with contracts to start flowing through in coming years.

Whilst Harland and Wolff are content to bid and confident to win defence
programmes in its own right, we are also working together and collaborating
with other Prime Contractors in the UK and expect subcontract work to be
placed on us. This will provide an optimum blend of bidding directly for
defence contracts which normally have a lengthy procurement cycle on the one
hand, and taking on subcontracting work whose bidding and procurement process
is much quicker and with shorter delivery timelines, on the other.

Commercial

The commercial market is beginning to grow with a number of inquiries being
progressed. At Appledore, the new pontoon build for the Royal National
Lifeboat Institution (RNLI) is nearing completion. At Arnish, work is
progressing at pace for the fabrication of super duplex structures for the
Hinkley Point C nuclear power project, with similar work being tendered for
currently.

The Company has found commercial operators to be sensitive to raw material
prices and a number of projects have either been put on hold or downsized due
to record steel prices. The Company remains involved in negotiations across a
broad range of commercial fabrication projects including new build of vessels,
steel structures and piping and expects these discussions to firm up as steel
prices begin to reduce.

Energy

The Company's energy team is predominantly involved in the oil and gas
industry which has been in an uncertain phase trying to determine the best
course of action for its existing asset base in the North Sea. Whilst
discussions have been ongoing to repurpose the asset base to complement the
growing renewables market, the war in Ukraine and subsequent energy security
debate has reignited conversations and contract discussions surrounding new
exploration programmes and extending the life of existing oil and gas assets.
The Company's facilities in Belfast, Methil and Arnish have rich and deep
experience in the sector and regardless of the future direction of the 'energy
mix', the facilities are well-invested and primed for work.

Islandmagee gas storage project

Following the announcement in October 2021 that DAERA had issued the requisite
license, the Islandmagee gas storage project is now under a formal judicial
review process, to determine if the Minister for DAERA had the jurisdiction to
grant the marine licence on his own or if he was required to seek approval
from the Executive Committee at Stormont. It is expected the hearing dates
will be around the end of October or early November 2022. The judicial review
process has not precluded management from progressing discussions with
potential financing counterparties. Whilst management current expect that the
review process will determine that the Marine Licence may be retained by
Harland and Wolff, there is a possibility that it will result in a withdrawal
of the licence. Should the Marine Licence be withdrawn, the Company would need
to take the necessary next steps as directed by the courts in order to
reinstate the Marine Licence. Further announcements will be made as soon as
the Company is made aware of the court's decision after the judicial review
has been completed.

In order to meet the UK's Net Zero objectives, management believes that the
transition from natural gas to hydrogen is inevitable. However, to date, there
is no evidence of large-scale hydrogen production which will underpin hydrogen
demand (with hydrogen storage as a mid-stream balancing asset). Until the
hydrogen sector is capable of producing the volumes required to meet potential
demand, and at prices that are at par with natural gas, natural gas will
continue to be the fuel of choice for heating and power production. As
evidenced by the volatility in gas prices over the last 12 months, the UK
economy stands exposed to lack of gas supply.  Management has consistently
maintained that gas storage reduces these imbalances that will be even more
pronounced when the UK economy transitions to hydrogen. The Islandmagee
project, whilst currently licensed to store natural gas, has the technical
capability of storing hydrogen as well. Conversations are currently ongoing
with partners to determine the most cost-effective and technically feasible
solution to transition the project from natural gas to hydrogen, subject to
variations to store hydrogen in the future. As part of this, the Company is
part of the BEIS-sponsored Power to X project in Northern Ireland that is
designing a hydrogen market across the entire value chain, from supply to
demand with hydrogen storage as a critical mid-stream asset. Further
announcements will be made on Islandmagee once discussions with counterparties
are formally concluded.

Outlook

At the time of the last fundraise in November 2021, the Company expected 2022
revenue to be c. £70m to £75m and the Company entered FY22 with a renewed
sense of optimism, a well-invested footprint and a desire to scale the
business as quickly as possible. Since then, while the impact of the pandemic
has eased somewhat, the tragic Ukraine crisis has erupted, energy prices have
increased materially and ongoing supply chain issues have further raised raw
material prices. This inevitably has a lengthening impact on sales cycles and
makes clients more cautious to commit.

However, the Company has made good progress across the five markets in which
it operates, and now has an attractive pipeline of tangible commercial
opportunities to execute against, with visibility improving.

As a result, and despite the difficult background, the Company currently
expects 2022 revenue to be in the range of £65m to £75m. Whilst the Company
faces wage escalation issues similar to others, its overhead base is
relatively small. Wage and cost inflation have started feeding through the
business since the end of Q1'22 and management continues to maintain a close
watch on them.

 

John Wood, CEO of the Harland & Wolff Group of Companies comments:

"The last two years have been very challenging, yet I am pleased to have
delivered growth in the business over the period to 31 December 2021. I have
always maintained that reactivating all the assets and moving along the growth
to profit curve is effectively a five-year journey and we are now in year
three.

Whilst we appear to be battling the next global crisis as soon as the previous
one has ended, I am certain that our strategic presence and work in the
sunrise sectors of defence and renewables will be increasingly valuable.
However, all our five markets are key to us, allowing for a healthy mix and
diversity of contracts within the overall portfolio and distribution of our
capital cost base across the five sectors. This dynamic should reduce the
overall cost of bidding for projects and help us win the more price sensitive
ones.

I fully expect to complete one of our biggest milestones by the end of H1 /
early Q3'22 so as to have all key markets fully active. As we ramp up, our
focus remains on converting opportunities into a contracted backlog whilst at
the same time keeping a close eye on costs. The key focus is to contract for
projects as quickly as possible to get to a critical mass where revenues and
associated margins more than cover our maturing cost base.

Given the hard work that the Harland & Wolff team have put in to bring all
the yards back into operation and to progress a number of negotiations to
contract stage, I am more confident than ever that we are well positioned to
deliver across all five of our markets."

 

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.

 

Harland & Wolff Group Holdings Plc

Unaudited Consolidated Statement of Comprehensive Income

for the Period Ended 31 December 2021

                                              Note                                         17 months to       12 months to

                                                                                           31 December        31 July

2021 (Unaudited)
2020

£
£
 Continuing operations                                                                     -                  -
 Revenue                                      3                                            18,518,239         1,482,081
 Cost of sales                                                                             (13,293,198)       (1,178,534)
 Gross profit                                                                              5,225,041          303,547
 Management and administrative expenses                                                    (28,091,875)       (9,482,379)
 Other income                                                                              495,220            -
 Operating loss                                                                            (22,371,614)       (9,178,832)
 Finance income                                                                            278                5
 Finance costs                                                                             (3,137,053)        (1,231,046)
 Loss before tax                                                                           (25,508,389)       (10,409,873)
 Taxation                                                                                  -                  -
 Loss for the year                                                                         (25,508,389)       (10,409,873)
 Items that may be subsequently reclassified to profit or loss
 Surplus/(deficit) on revaluation of fixed assets                                          -                  6,074,895
 Total comprehensive income for the period                                                 (25,508,389)       (4,334,978)
 Total comprehensive income for the period attributable to:
 Owners of the Company                                                                     (25,508,389)       (4,334,978)

 Earnings Per Share
 Basic and                                                                                 (26.51)p                             (0.34)p
 diluted
          5

 

 

 

 

 

 

 

 

 

 

 

 

Harland & Wolff Group Holdings Plc

(Registration number: 06409712)

Unaudited Consolidated Statement of Financial Position as at 31 December 2021

                                   Note  31 December        31 July

2021 (Unaudited)
2020

£
£
 Assets
 Non-current assets
 Intangible assets                 6     11,923,019         11,206,831
 Property, plant and equipment     7     24,734,782         11,389,254
 Right of use assets                     12,955,693         14,018,517
 Total non-current assets                49,613,494         36,614,602
 Current assets
 Inventories                             1,176,641          331,465
 Trade and other receivables       8     6,825,944          1,933,254
 Cash and cash equivalents               5,278,002          6,723,236
 Total current assets                    13,280,587         8,987,955
 Current liabilities
 Trade and other payables          9     22,288,776         6,102,983
 Grant received in advance               -                  24,272
 Short-term borrowings             10    -                  863,655
 Short-term financial liability    10    3,167,287          1,917,885
 Total current liabilities               25,456,063         8,908,795
 Net current assets/(liabilities)        (12,175,476)       79,160
 Non-current liabilities
 Loans and borrowings              10    16,006,460         15,789,579
 Financial liability               10    200,000            200,000
 Total non-current liabilities     10    16,206,460         15,989,579
 Net assets                              21,231,558         20,704,183
 Shareholders' funds
 Share capital                     11    12,444,853         11,457,457
 Share premium                           58,736,711         33,923,172
 Merger reserve                          8,988,112          8,988,112
 Share based payment reserve             360,501            125,673
 Revaluation reserve                     6,074,895          6,074,895
 Retained earnings                       (65,373,514)       (39,865,126)
 Total equity                            21,231,558         20,704,183

Harland & Wolff Group Holdings Plc

Unaudited Consolidated Statement of Changes in Equity for the Period Ended 31
December 2021

                                                             Share capital  Share premium  Revaluation reserve  Merger reserve  Share based payment reserve  Retained earnings  Total equity

£
£
£
£
£
£
£
 At 1 August 2019                                            10,949,504     18,427,728     -                    8,988,112       113,220                      (29,455,253)       9,023,311
 Loss for the period                                         -              -              -                    -               -                            (10,409,873)       (10,409,873)
 Other comprehensive income                                  -              -              6,074,895            -               -                            -                  6,074,895
 Total comprehensive expense                                 -              -              6,074,895            -               -                            (10,409,873)       (4,334,978)
 Transactions with owners recorded directly in equity:       -              -              -                    -               -                            -                  -
 Shares issued                                               507,953        14,995,444     -                    -               -                            -                  15,503,397
 Share option expense                                        -              -              -                    -               12,453                       -                  12,453
 Warrant issue                                               -              500,000        -                    -               -                            -                  500,000
 Total transactions with owners recorded directly in equity  507,953        15,495,444     -                    -               12,453                       -                  16,015,850
 At 31 July 2020                                             11,457,457     33,923,172     6,074,895            8,988,112       125,673                      (39,865,126)       20,704,183

Harland & Wolff Group Holdings Plc

Unaudited Consolidated Statement of Changes in Equity for the Period Ended 31
December 2021

                                                             Share capital  Share premium  Revaluation reserve  Merger reserve  Share based payment reserve  Retained earnings  Total equity

£
£
£
£
£
£
£
 At 1 August 2020                                            11,457,457     33,923,172     6,074,895            8,988,112       125,673                      (39,865,125)       20,704,183
 Loss for the period                                         -              -              -                    -               -                            (25,508,389)       (25,508,389)
 Other comprehensive income                                  -              -              -                    -               -                            -                  -
 Total comprehensive income                                  -              -              -                    -               -                            (25,508,389)       (25,508,389)
 Transactions with owners recorded directly in equity:
 Shares issued                                               987,396        26,392,697     -                    -               -                            -                  27,380,093
 Share option expense                                        -              -              -                    -               234,828                      -                  234,828
 Share issue costs                                           -              (1,579,158)    -                    -               -                            -                  (1,579,158)
 Total transactions with owners recorded directly in equity  987,396        24,813,539     -                    -               234,828                      -                  26,035,763
 At 31 December 2021                                         12,444,853     58,736,711     6,074,895            8,988,112       360,501                      (65,373,514)       21,231,558

 

Share capital: This represents the nominal value of equity shares in issue.

 

Share premium: This represents the premium paid above the nominal value of
shares in issue.

 

Revaluation reserve: This represents the difference between the carrying value
and fair value of certain assets.

 

Merger Reserve: The merger reserve represents the difference between the
nominal value of the shares issued on the demerger and the combined share
capital and share premium of Harland & Wolff Group Holdings Plc at the
date of the demerger.

 

Share-based payments reserve: This represents the value of share-based
payments provided to employees and Directors as part of their remuneration as
part of the consideration paid. The reserve represents the fair value of
options and performance share rights recognised as an expense. Upon exercise
of options or performance share rights, any proceeds received are credited to
share capital and share premium.

 

Retained earnings: This represents the accumulated profits and losses since
inception of the business and adjustments relating to options and warrants.

Harland & Wolff Group Holdings Plc

Unaudited Consolidated Statement of Cash Flows for the Period Ended 31
December 2021

                                                                       Note  17 months to   31 December    12 months to   31 July

2021 (Unaudited)
2020

£
£
 Cash flows from operating activities
 Loss for the year                                                           (25,508,389)                  (10,409,873)
 Adjustments to cash flows from non-cash items
 Depreciation and amortisation                                         5     3,372,860                     1,224,655
 Foreign exchange loss                                                       3,702                         717
 Finance income                                                              (278)                         (5)
 Finance costs                                                               3,137,053                     1,231,046
 Share option expense                                                        234,828                       12,453
                                                                             (18,760,224)                  (7,941,007)
 Working capital adjustments
 Increase in inventories                                               15    (845,176)                     (331,465)
 (Increase)/decrease in trade and other receivables                    16    (4,892,691)                   (706,815)
 Decrease in deferred income                                                 678,278                       -
 Increase in trade and other payables                                  18    9,326,798                     4,491,542
 Net cash flow from operating activities                                     (14,493,015)                  (4,487,745)
 Cash flows from investing activities
 Acquisitions of property plant and equipment                                (15,652,737)                  (5,776,709)
 Acquisition of intangible assets                                      12    (719,017)                     (1,030,043)
 Grants received in advance                                                  -                             1,130,149
 Net cash flows from investing activities                                    (16,371,754)                  (5,676,603)
 Net increase/(decrease) in cash & cash equivalents                          (30,864,769)                           (10,164,348)
 Cash flows from financing activities
 Interest received                                                           278                           5
 Short term borrowing                                                        83,345                        908,560
 Long term borrowing                                                         6,152,628                     2,090,000
 Proceeds from issue of shares, net of share issue costs                     25,800,835                    15,503,396
 Repayment of borrowings and lease liabilities                               (1,615,378)                   (1,245,041)
 Interest paid                                                               (1,002,173)                   (379,588)
 Net decrease in cash and cash equivalents                                   (1,445,234)                   6,712,984
 Cash and cash equivalents at 1 August 2020                                  6,723,236                     10,252
 Cash and cash equivalents at 31 December 2021 & July 2020                   5,278,002                     6,723,236

 

 

Harland & Wolff Group Holdings Plc

Notes to the Unaudited Interim Financial Statements for the Period Ended 31
December 2021

 1  General information

Basis of preparation

The unaudited interim financial information in this report has been prepared
using accounting policies consistent with UK adopted IFRS. IFRS is subject to
amendment and interpretation by the International Accounting Standards Board
(IASB) and the IFRS Interpretations Committee and there is an ongoing process
of review. The financial information has been prepared on the basis of UK
adopted IFRS applicable as at 31 December 2021.

Non-statutory accounts

The financial information contained in this document does not constitute
statutory accounts within the meaning of section 434 of the Companies Act
2006.

The financial information for the seventeen months ended 31 December 2021 is
unaudited and the information relating to the financial year ended 31 July
2020 is extracted from the audited financial statements for that year. A copy
of the statutory accounts of the Company for the year ended 31 July 2020 has
been delivered to the Registrar of Companies. The audit report on these
accounts is unqualified and did not contain a statement under Sections 498(2)
or (3) of the Companies Act 2006. In their report, which was not qualified,
the auditors included a material uncertainty in respect of going concern

The financial information for the seventeen months ended 31 December 2021 is
unaudited and 31 July 2020 is audited.

The report does not include all the notes of the type normally included in an
annual financial report. Accordingly, this report is to be read in conjunction
with the annual report for the year ended 31 July 2020, which was prepared
under International Financial Reporting Standards (IFRS) as adopted by the
European Union (EU), and any public announcements made by Harland & Wolff
Group Holdings Plc during the reporting period.

2   Accounting policies

The interim financial information has been prepared under the historical cost
convention except for certain items that are shown at fair value as disclosed
in the accounting policies.

The same accounting policies, presentation and methods of computation are
followed in preparing the interim financial information as were applied in
preparation of the Group's financial statements for the year ended 31 July
2020.

The financial statements are presented in Sterling which is the functional
currency of the group and all values are rounded to the nearest Pound Sterling
(£).

 

Basis of consolidation

Subsidiaries are all entities (including structured entities) over which the
Group has control. The Group controls an entity when the Group is exposed to,
or has rights to, variable returns from its involvement with the entity and
has the ability to affect those returns through its power over the entity.
Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control
ceases.

Inter-company transactions, balances and unrealised gains on transactions
between group companies are eliminated. Unrealised losses are also eliminated.
When necessary, amounts reported by subsidiaries have been adjusted to conform
to the group's accounting policies.

Harland & Wolff Group Holdings Plc

Notes to the Unaudited Interim Financial Statements for the Period Ended 31
December 2021 (continued)

 2  Accounting policies (continued)

Going concern

The financial statements have been prepared on a going concern basis. The
Group's assets are now generating revenue following the acquisition of Harland
& Wolff (Belfast), Harland & Wolff (Appledore), Harland & Wolff
(Methil) and Harland & Wolff (Arnish). Operating cash outflows have been
incurred in the year and an operating loss has been recorded in the profit and
loss account for the year. The Group has raised £20.27 million (before
expenses) in the 17-month period to 31 December 2021. There is a baseload
level of work flowing through all the facilities and there is a robust
pipeline of opportunities for which the Group is bidding. However, given the
uncertainty surrounding bid success and the lack of bid to success history,
management have prepared a worst-case scenario for a period of 12 months from
the date of these financial statements in respect of their going concern
assumptions. This assumes no bid contract wins and that the sole revenue
generated by the Group will arise from the existing contracts that the Company
has in place currently. The scenario includes all expected costs associated
with such works as well as the repayment of all liabilities that fall due
within this twelve month period and takes into account all cost savings and
process efficiencies considered achievable as well as any residual COVID-19
related impacts, continued global supply chain issues and the ongoing crisis
in Ukraine.

Based on this worst case forecast scenario the Directors have a reasonable
expectation that the Group has access to adequate resources to continue in
operational existence for the foreseeable future. Should the Group be unable
to continue trading, adjustments would have to be made to reduce the value of
the assets to their recoverable amounts, to provide for further liabilities
which might arise and to classify fixed assets as current.

 

 

 

 

Harland & Wolff Group Holdings Plc

Notes to the Unaudited Interim Financial Statements for the Period Ended 31
December 2021 (continued)

 2   Accounting policies (continued)

Amortisation
Amortisation is provided on intangible assets so as to write off the cost,
less any estimated residual value, over their useful economic lives as
follows:

 Asset class       Amortisation method and rate
 Storage facility  None until facility available for use.

Harland Heritage Project

Project costs related to Harland Heritage are capitalised as incurred. The
Harland Heritage Project has been put on hold temporarily and no material
costs are being incurred except for maintenance and safeguarding of the
various assets and artefacts that will be utilised for this project.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost,
less any estimated residual value, over their expected useful economic life as
follows:

 

 Asset class                              Amortisation method and rate
 Artefacts                                Over 20 years - Straight line basis
 Trademarks                               Over 20 years - Straight line basis
 Gas storage facility                     None until facility available for use.
 Development costs                        Over 20 years - Straight line basis
 Harland Heritage Project                 None until facility available for use.
 Floating Storage Regasification Project  None until facility available for use.

 

Tangible assets

Property, plant and equipment

Property, plant and equipment is stated in the statement of financial position
at cost, less any subsequent accumulated depreciation and subsequent
accumulated impairment losses.

The cost of property, plant and equipment includes directly attributable
incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land
and properties under construction over their estimated useful lives, as
follows:

 Asset class                   Depreciation method and rate
 Freehold land                 Not depreciated
 Leasehold land and buildings  Over 50 years Straight line basis
 Modular buildings             Over 20 years Straight line basis
 Right of use                  Over the lease term
 Plant and machinery           Over 10 years Straight line basis
 Motor vehicles                Over 5 years Straight line basis
 Office equipment              Over 5 years Straight line basis

 

Harland & Wolff Group Holdings Plc

Notes to the Unaudited Interim Financial Statements for the Period Ended 31
December 2021 (continued)

 2  Accounting policies (continued)

Trade receivables

Trade receivables are amounts due from customers for merchandise sold or
services performed in the ordinary course of business. If collection is
expected in one year or less (or in the normal operating cycle of the business
if longer), they are classified as current assets. If not, they are presented
as non-current assets.

Trade receivables are recognised initially at the transaction price. They are
subsequently measured at amortised cost using the effective interest method,
less provision for impairment. A provision for the impairment of trade
receivables is established when there is objective evidence that the group
will not be able to collect all amounts due according to the original terms of
the receivables.

Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is
determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress comprises direct materials
and, where applicable, direct labour costs and those overheads that have been
incurred in bringing the inventories to their present location and condition.
At each reporting date, inventories are assessed for impairment. If inventory
is impaired, the carrying amount is reduced to its selling price less costs to
complete and sell; the impairment loss is recognised immediately in profit or
loss.

Trade payables

Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers. Accounts payable
are classified as current liabilities if payment is due within one year or
less (or in the normal operating cycle of the business if longer). If not,
they are presented as non-current liabilities.

Trade payables are recognised initially at the transaction price and
subsequently measured at amortised cost using the effective interest method.

Harland & Wolff Group Holdings Plc

Notes to the Unaudited Interim Financial Statements for the Period Ended 31
December 2021 (continued)

 2  Accounting policies (continued)

Leases

Definition

A lease is a contract, or a part of a contract, that conveys the right to use
an asset or a physically distinct part of an asset ("the underlying asset")
for a period of time in exchange for consideration. Further, the contract must
convey the right to the group to control the asset or a physically distinct
portion thereof. A contract is deemed to convey the right to control the
underlying asset if, throughout the period of use, the group has the right to:

· Obtain substantially all the economic benefits from the use of the
underlying asset, and;

· Direct the use of the underlying asset (e.g. direct how and for what
purpose the asset is used)

Where contracts contain a lease coupled with an agreement to purchase or sell
other goods or services (i.e., non-lease components), the group has made an
accounting policy election, by class of underlying asset, to account for both
components as a single lease component.

Initial recognition and measurement

The group initially recognises a lease liability for the obligation to make
lease payments and a right-of-use asset for the right to use the underlying
asset for the lease term.

The lease liability is measured at the present value of the lease payments to
be made over the lease term. The lease payments include fixed payments,
purchase options at exercise price (where payment is reasonably certain),
expected amount of residual value guarantees, termination option penalties
(where payment is considered reasonably certain) and variable lease payments
that depend on an index or rate.

The right-of-use asset is initially measured at the amount of the lease
liability, adjusted for lease prepayments, lease incentives received, the
group's initial direct costs (e.g., commissions) and an estimate of
restoration, removal and dismantling costs.

Subsequent measurement

After the commencement date, the group measures the lease liability by:

(a) Increasing the carrying amount to reflect interest on the lease liability;

(b) Reducing the carrying amount to reflect the lease payments made; and

(c) Re-measuring the carrying amount to reflect any reassessment or lease
modifications or to reflect revised in substance fixed lease payments or on
the occurrence of other specific events.

Interest on the lease liability in each period during the lease term is the
amount that produces a constant periodic rate of interest on the remaining
balance of the lease liability. Interest charges are [presented separately as
non-operating /included in finance cost] in the income statement, unless the
costs are included in the carrying amount of another asset applying other
applicable standards. Variable lease payments not included in the measurement
of the lease liability, are included in operating expenses in the period in
which the event or condition that triggers them arises.

The related right-of-use asset is accounted for using the Cost model in IAS 16
and depreciated and charged in accordance with the depreciation requirements
of IAS 16 Property, Plant and Equipment as disclosed in the accounting policy
for Property, Plant and Equipment. Adjustments are made to the carrying value
of the right of use asset where the lease liability is re-measured in
accordance with the above. Right of use assets are tested for impairment in
accordance with IAS 36 Impairment of assets as disclosed in the accounting
policy in impairment.

 

 

 

 

Harland & Wolff Group Holdings Plc

Notes to the Unaudited Interim Financial Statements for the Period Ended 31
December 2021 (continued)

 2  Accounting policies (continued)

Lease modifications

If a lease is modified, the modified contract is evaluated to determine
whether it is or contains a lease. If a lease continues to exist, the lease
modification will result in either a separate lease or a change in the
accounting for the existing lease.

The modification is accounted for as a separate lease if both:

(a) The modification increases the scope of the lease by adding the right to
use one or more underlying assets; and

(b) The consideration for the lease increases by an amount commensurate with
the stand-alone price for the increase in scope and any appropriate
adjustments to that stand-alone price to reflect the circumstances of the
particular contract.

If both of these conditions are met, the lease modification results in two
separate leases, the unmodified original lease and a separate lease. The group
then accounts for these in line with the accounting policy for new leases.

If either of the conditions are not met, the modified lease is not accounted
for as a separate lease and the consideration is allocated to the contract and
the lease liability is re-measured using the lease term of the modified lease
and the discount rate as determined at the effective date of the modification.

For a modification that fully or partially decreases the scope of the lease
(e.g., reduces the square footage of leased space), IFRS 16 requires a lessee
to decrease the carrying amount of the right-of-use asset to reflect partial
or full termination of the lease. Any difference between those adjustments is
recognised in profit or loss at the effective date of the modification.

For all other lease modifications which are not accounted for as a separate
lease, IFRS 16 requires the lessee to recognise the amount of the
re-measurement of the lease liability as an adjustment to the corresponding
right-of-use asset without affecting profit or loss.

 

Short term and low value leases

The group has made an accounting policy election, by class of underlying
asset, not to recognise lease assets and lease liabilities for leases with a
lease term of 12 months or less (i.e., short-term leases).

The group has made an accounting policy election on a lease-by-lease basis,
not to recognise lease assets on leases for which the underlying asset is of
low value.

Lease payments on short term and low value leases are accounted for on a
straight-line basis over the term of the lease or other systematic basis if
considered more appropriate. Short term and low value lease payments are
included in operating expenses in the income statements.

Leases are recognised as a right-of-use asset and a corresponding lease
liability at the date at which the leased asset is available for use by the
Group.

 

Assets and liabilities arising from a lease are initially measured on a
present value basis. Lease liabilities include the net present value of the
following lease payments:

 

• Fixed payments (including in-substance fixed payments), less any lease
incentives receivable;

• Variable lease payment that are based on an index or a rate, initially
measured using the index or rate as at the

commencement date;

• Amounts expected to be payable by the Group under residual value
guarantees;

• The exercise price of a purchase option if the Group is reasonably certain
to exercise that option; and

• Payments of penalties for terminating the lease, if the lease term
reflects the Group exercising that option.

 

Lease payments to be made under reasonably certain extension options are also
included in the measurement of the liability.

 

 

 

Harland & Wolff Group Holdings Plc

Notes to the Unaudited Interim Financial Statements for the Period Ended 31
December 2021 (continued)

 2  Accounting policies (continued)

 

The lease payments are discounted using the interest rate implicit in the
lease. If that rate cannot be readily

determined, which is generally the case for leases in the Group, the lessee's
incremental borrowing rate is used, being the rate that the individual lessee
would have to pay to borrow the funds necessary to obtain an asset of similar
value to the right-of-use asset in a similar economic environment with similar
terms, security and conditions.

 

Lease payments are allocated between principal and finance cost. The finance
cost is charged to profit or loss over the lease period.

 

Right-of-use assets are measured at cost which comprises the following:

• The amount of the initial measurement of the lease liability;

• Any lease payments made at or before the commencement date less any lease
incentives received;

• Any initial direct costs; and

• Restoration costs.

 

Right-of-use assets are generally depreciated over the shorter of the asset's
useful life and the lease term on a straight-line basis. If the Group is
reasonably certain to exercise a purchase option, the right-of-use asset is
depreciated over the underlying asset's useful life.

 

 

 

Harland & Wolff Group Holdings Plc

Notes to the Unaudited Interim Financial Statements for the Period Ended 31
December 2021 (continued)

 3  Revenue

The analysis of the group's revenue for the period from continuing operations
is as follows:

                        17 months to       12 months to

31 December
31 July

2021 (Unaudited)
2020

£
£
 Sale of goods          133,527            -
 Rendering of services  18,384,712         1,482,081
                        18,518,239         1,482,081

 

The above income is wholly generated in the UK and no single customer
accounted for more than 10% of revenue.

 

 

Harland & Wolff Group Holdings Plc

Notes to the Unaudited Interim Financial Statements for the Period Ended 31
December 2021 (continued)

 

 

4             Directors remuneration

The directors' remuneration for the year was as follows:

 12 months to 31 July 2020                                           Salary & fees                                          Bonus                                      Share based payments                        Pension                                             Total 2020
                                                                     £                                                      £                                          £                                           £                                                   £
 Executive Directors
                                                                              448,656                                                                                            -                                              8,333                                      1,011,707

 John Wood                                                                                                                  554,718
 Arun Raman                                                                            398,530                                                                                   -                                              7,733                                       926,169

                                                                                                                            519,906
 Non-Executive Directors
                                                                                22,500                                       -                                          -                                           -                                                        22,500

 Clive Richardson (appointed 01 February 2020)
                                                                                 18,000                                      -                                          -                                           -                                                        18,000

 Deborah Saw (appointed 01 February 2020; resigned 27 August 2020)
                                                                                   6,000                                     -                                          -                                                           240                                         6,240

 Malcolm Groat (appointed 22 March 2019)
                                                                                         46,500                              -                                          -                                                               1,453                                           47,953

 Judith Tweed
                                                                            940,186                                                      1,074,624                                        -                                   17,759                                    2,032,569

                                                                     Salary & fees                 Bonus                                         Pension                                     Total 2021

 12 months to 31 July 2021
                                                                     £                             £                                             £                                           £
 Executive Directors
                                                                              330,846               -                                                         12,000                             342,846

 John Wood
 Arun Raman                                                                     319,782             -                                                         11,400                             331,182
 Non-Executive Directors
                                                                                50,000              -                                             -                                                50,000

 Clive Richardson (resigned 24 September 2021)
                                                                                3,000               -                                             -                                                3,000

 Deborah Saw (resigned 27 August 2020)
                                                                                7,000               -                                                              280                             7,280

 Malcolm Groat
                                                                                36,000              -                                                            1,440                             37,440

 Judith Tweed
                                                                            746,628                             -                                           25,120                             771,748

 Harland & Wolff Group Holdings Plc

 Notes to the Unaudited Interim Financial Statements for the Period Ended 31
 December 2021 (continued)

 5 months to 31 December 2021                                                                      Bonus                                         Pension                                     Total 2021

                                                                     Salary & fees
                                                                     £                             £                                             £                                           £
 Executive Directors
                                                                              167,308               -                                                         6,292                              173,600

 John Wood
 Arun Raman                                                                     149,442             -                                                         5,978                              155,420
 Non-Executive Directors
                                                                                22,917              -                                             -                                                22,917

 Clive Richardson (resigned 24 September 2021)
                                                                                -                   -                                             -                                                -

 Deborah Saw (resigned 27 August 2020)
                                                                                3,333               -                                                              133                             3,466

 Malcolm Groat
                                                                                15,000              -                                                            600                               15,600

 Judith Tweed
                                                                                15,000              -                                                         -                                    15,000

 Jonathon Band (appointed 1 September 2021)
                                                                            373,000                             -                                           13,003                             386,003

 

All amounts are short term in nature except for pension benefits which are
considered to be long term.

Harland & Wolff Group Holdings Plc

Notes to the Unaudited Interim Financial Statements for the Period Ended 31
December 2021 (Continued)

5   Earnings per Share

                                                                              2021          2020

£
£

 The loss for the purposes of basic and diluted earnings per share being the
 net loss attributable to equity shareholders
 Continuing operations                                                        (25,508,389)  (10,409,875)

 Number of shares
 Weighted average number of ordinary shares for the purpose of:
 Basic earnings per share                                                     96,223,075    3,066,492,177
 Basic and diluted earnings per share
 Continuing Operations                                                        (26.51)p      (0.34)p

Given the Group made a loss during the current financial year no diluted EPS
is shown.

Harland & Wolff Group Holdings Plc

Notes to the Unaudited Interim Financial Statements for the Period Ended 31
December 2021 (continued)

 6  Intangible assets

Group

                            Artefacts                       Trademarks                      Development costs  Gas storage development  Project costs                  Total

£
£
£
£
£
£
 Cost
 At 1 August 2019           -                               -                               -                  10,168,605               -                              10,168,605
 Grant accrual during year  -                               -                               -                  (1,130,149)              -                              (1,130,149)
 Additions                  200,000                         170,000                         55,000             583,311                  21,732                         1,030,043
 Revaluation                447,395                         693,192                         -                  -                        -                              1,140,587
 At 31 July 2020            647,395                         863,192                         55,000             9,621,767                21,732                         11,209,086
 At 1 August 2020           647,395                         863,192                         55,000             9,621,767                21,732                         11,209,086
 Additions                  -                               -                               -                  406,572                  312,445                        719,017
 At 31 December 2021        647,395                         863,192                         55,000             10,028,338               334,177                        11,928,102

 Amortisation
 Amortisation charge                       -                               -                2,255                                       -              -               2,255
 At 31 July 2020            -                               -                               2,255              -                        -                              2,255
 At 1 August 2019           -                               -                               2,255              -                        -                              2,255
 Amortisation charge        -                               -                               2,828              -                        -                              2,828
 At 31 December 2021        -                               -                               5,083              -                        -                              5,083

Harland & Wolff Group Holdings Plc

Notes to the Unaudited Interim Financial Statements for the Period Ended 31
December 2021 (continued)

 6           Intangible assets (continued)
 Net book value          Artefacts  Trademarks  Development costs     Gas storage development  Project costs  Total

£
£
£
£
£
£
 At 31 December 2021     647,395    863,192     49,917                10,028,338               334,177        11,923,019
 At 31 July 2020         647,395    863,192     52,745                9,621,767                21,732         11,206,831

Intangible assets carried at revalued amounts

The fair value of the company's Artefacts was revalued on 30 June 2019 by
Hilco Valuation services.

Had this class of asset been measured on a historical cost basis, their
carrying amount would have been £200,000.

 

The revaluation surplus (gross of tax) recognised in profit and loss amounted
to £447,395.

The revaluation surplus (gross of tax) recognised in other comprehensive
income amounted to £447,395.

 

The fair value of the company's Trademarks was revalued on 30 June 2019 by
Hilco Valuation Services.

 

Had this class of asset been measured on a historical cost basis, their
carrying amount would have been £170,000.

 

The revaluation surplus (gross of tax) recognised in profit and loss amounted
to £693,192.

The revaluation surplus (gross of tax) recognised in other comprehensive
income amounted to £693,192.

 

 

Harland & Wolff Group Holdings Plc

 

Notes to the Unaudited Interim Financial Statements for the Period from 1
August 2020 to 31 December 2021 (continued)

 7  Property, plant and equipment

Group

                                                       Land and buildings       Office equipment      Motor vehicles      Plant & machinery         Total

£
£
£
£
£
 At 1 August 2019                                      730,799                  8,918                 -                   -                         739,717
 Revaluation recognised in other comprehensive income  3,066,738                25,972                373,464             2,346,331                 5,812,505
 Additions                                             2,806,171                203,574               297,056             2,469,908                 5,776,709
 At 31 July 2020                                       6,603,708                238,464               670,520             4,816,239                 12,328,931
 At 1 August 2020                                      6,603,708                238,464               670,520             4,816,239                 12,328,931
 Additions                                             5,347,811                36,511                11,680              10,256,970                15,652,972
 Transfers                                             -                        -                     (127,683)           127,683                   -
 At 31 December 2021                                   11,951,519               274,975               554,517             15,200,892                27,981,903
 At 1 August 2019                                      -                        892                   -                   -                         892
 Charge for year                                       276,050                  62,974                55,478              544,283                   938,785
 At 31 July 2020                                       276,050                  63,866                55,478              544,283                   939,677
 At 1 August 2020                                      276,050                  63,866                55,478              544,283                   939,677
 Charge for the year                                   605,890                  72,558                63,364              1,565,632                 2,307,444
 At 31 December 2021                                   881,940                  136,424               118,842             2,109,915                 3,247,121
 Carrying amount                                                    11,069,579             138,551              435,675                13,090,977           24,734,782

 At 31 December 2021
 At 31 July 2020                                       6,327,658                174,598               615,042             4,271,956                 11,389,254

Harland & Wolff Group Holdings Plc

Notes to the Unaudited Interim Financial Statements for the Period Ended 31
December 2021 (continued)

Included within the net book value of Plant and machinery above is £3,267,466
(2020: £Nil) in respect of work in progress which has been capitalised.

 

 

 

Harland & Wolff Group Holdings Plc

Notes to the Unaudited Interim Financial Statements for the Period Ended 31
December 2021 (continued)

 8                  Trade and other receivables
                                       Group                         Company
                                       31 December        31 July    31 December        31 July

2021 (Unaudited)
2020
2021 (Unaudited)
2020

£
£
£
£
 Trade receivables                     2,310,323          225,276    -                  -
 Receivables from related parties      -                  -          45,547,667         17,158,325
 Accrued income                        2,084,519          -          -                  -
 Other receivables                     1,103,328          1,397,183  261,662            158,539
 Prepayments                           1,327,774          310,795    91,997             61,647
                                       6,825,944          1,933,254  45,903,326         17,378,511

The trade and other receivables classified as financial instruments are
disclosed below. The group's exposure to credit and market risks, including
maturity analysis, relating to trade and other receivables is disclosed in
note 24 "Financial risk review".

 9                         Trade and other payables
                                                     Group                         Company
                                                     31 December        31 July    31 December        31 July

2021 (Unaudited)
2020
2021 (Unaudited)
2020

£
£
£
£
 Trade payables                                      7,897,248          2,127,487  1,137,817          202,039
 Social security and other taxes                     4,779,356          1,786,782  113,829            1,028,267
 Outstanding defined contribution pension costs      60,510             50,352     28,376             2,626
 Other payables                                      491,439            278,347    21,566             12,321
 Accruals and deferred income                        9,060,223          1,860,015  84,357             69,455
                                                     22,288,776         6,102,983  1,385,945          1,314,708

 

Harland & Wolff Group Holdings Plc

Notes to the Unaudited Interim Financial Statements for the Period Ended 31
December 2021 (continued)

 10                 Loans and borrowings
                                       Group                         Company
                                       31 December        31 July    31 December        31 July

2021 (Unaudited)
2020
2021 (Unaudited)
2020

£
£
£
£
 Current loans and borrowings
 Short-term borrowings                 -                  863,655    -                  -
 Lease liabilities - right of use      1,390,287          1,087,885  680,000            513,000
 Other borrowings                      1,777,000          830,000    -                  300,000
                                       3,167,287          2,781,540  680,000            813,000

 

                                   Group                                     Company
                                   31 December 2021 (Unaudited)  31 July     31 December 2021 (Unaudited)  31 July

£
2020
£
2020

£
£
 Non-current loans and borrowings
 Lease liabilities - right of use  13,916,460                    13,699,579  1,716,824                     2,287,378
 Other borrowings                  2,090,000                     2,090,000   -                             -
 Financial liability               200,000                       200,000     200,000                       200,000
                                   16,206,460                    15,989,579  1,916,824                     2,487,378

Group

Other borrowings

Riverfort Global Opportunities PCC Limited Loan

Harland & Wolff (Belfast) Ltd ("HWB") obtained an unsecured short term
loan amounting to £530,000. The loan had an interest rate of 1.5% per month.
The loan balance remaining at 31 December 2021 of £27,000 and was repaid in
full in February 2022.

HWB also secured a new loan of £2,000,000 from Riverfort Global Opportunities
PCC Limited at a fixed interest rate of 1.5% per month and a guarantee has
been provided by the ultimate parent, Harland & Wolff Group Holdings Plc.
As at 31 December 2021 £1,750,000 remained outstanding. This loan has been
paid off in March 2022

Portnum Capitis Ltd Loan

HWB obtained a term loan amounting to £2,090,000 and has been secured by
Portnum Capitis Ltd by way of a debenture over the assets of HWB and a
guarantee has been provided by Harland & Wolff Group Holdings Plc.

The Portnum Capitis Ltd loan is an interest only loan and is repayable in full
by February 2022. The loan has a fixed interest rate of 13.2% per annum. This
loan has been paid off in March 2022.

Moyle Investments

In December 2017, The Company's wholly owned subsidiary, InfraStrata UK
Limited increased its ownership in Islandmagee Energy UK Limited from 90% to
100% by acquiring the remaining interest from Moyle Energy Investments Limited
("Moyle") at par value. In recognition of the support by Moyle of the gas
storage project at Islandmagee, Harland & Wolff Group Holdings Plc will
pay Moyle £200,000 on first gas being injected into storage.

The loans and borrowings classified as financial instruments are disclosed in
the financial instruments note.

The group's exposure to market and liquidity risk; including maturity
analysis, in respect of loans and borrowings is disclosed in the financial
risk management and impairment note.

Harland & Wolff Group Holdings Plc

Notes to the Unaudited Interim Financial Statements for the Period Ended 31
December 2021 (continued)

 11  Share capital

Allotted, called up and fully paid shares

                                                   31 December                 31 July

2021 (Unaudited)
2020
                                                   No.             £           No.             £
 Ordinary shares 1p of £0.01 (2020: £0.01) each    162,887,840     1,628,878   64,160,082      641,601
 Deferred shares 1p of £0.01 each                  895,424,391     8,954,244   895,424,391     8,954,244
 Second deferred shares 1p of £0.01 each           18,616,118,301  1,861,612   18,616,118,301  1,861,612
 Preference shares of £0.25 each                   -               -           50,000          12,500
                                                   19,674,430,532  12,444,734  19,575,752,774  11,469,957

Authorised share capital

The Company's articles do not specify an authorised share capital.

Harland & Wolff Group Holdings Plc

Notes to the Unaudited Interim Financial Statements for the Period Ended 31
December 2021 (continued)

 11  Share capital (continued)

Objectives, policies and processes for managing capital

The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern in order to achieve its operational
objectives.

 

The Group defines capital as being share capital plus reserves. The Board of
Directors monitors the level of capital as compared to the Group's forecast
cash flows and long-term commitments and when necessary issues new shares.
Dilution of existing shareholder value is considered during all processes
which may result in an alteration of share capital in issue.

 

Ordinary share capital in issue is managed as capital and the redeemable
preference shares in issue are managed as current liabilities.

 

The Group is not subject to any externally imposed capital requirements and
there are no restrictions in place over the different types of shares.

12. Dividend

The Directors do not recommend payment of a dividend for the period to 31
December 2021.

 

13. Publication of this announcement

This announcement is available on the Company's website
https://www.harland-wolff.com (http://www.harland-wolff.com)

 

 

 

 

 

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.   END  FR KLLFLLELFBBZ

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