REG - Fisher (James) - Sale of JFN, Trading Update and Notice of Results

James Fisher And SonsAnnouncement

06/03/2023 07:00

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RNS Number : 9282R  Fisher (James) & Sons plc  06 March 2023

This announcement contains inside information

6 March 2023

James Fisher and Sons plc

Sale of JFN, Trading Update and Notice of Results Announcement

 

James Fisher and Sons plc (FSJ.L) ('James Fisher', 'the Group'), the leading
provider of marine services, announces that it has sold the entire issued
share capital of James Fisher Nuclear Holdings Limited and related properties
("JFN", "the business"), to Myneration Limited, a wholly-owned investment
vehicle of Rcapital Partners LLP ("Rcapital").

 

The sale forms part of the Board's ongoing commitment to rationalise and focus
the Group's portfolio. Existing management and staff will remain with the
business as it transitions into new ownership and Rcapital will provide JFN
with a £3m secured revolving credit facility to fund the growth of the
business going forward.

 

The Group has historically given a number of parent company guarantees to
support the obligations of JFN. These guarantees will remain with James Fisher
following completion of the transaction although certain limited
counter-indemnities have been put in place. The Group has also received
certain limited undertakings and information rights in respect of the
principal parent company guarantee remaining in place following completion.

 

Following completion, an unsecured loan of £1.2m which has been made
available by the Group to JFN will remain outstanding. It is anticipated that
the amount outstanding under that loan will be repaid by JFN shortly after
completion.  In addition, the Group will make a secured interest-bearing term
loan facility of up to £3.5m available to JFN. The Group has also entered
into an inter-creditor agreement which sets out the priority of the facilities
made available to JFN by Rcapital and the Group.

 

JFN is a supplier of specialist engineering, manufacturing and technical
services to the UK's nuclear decommissioning industry. The results of JFN have
historically been reported within the Specialist Technical division. The
results of JFN will be shown as a Discontinued Operation in the Group's 2022
financial statements. In 2021, the business generated third party revenue of
£51.7m and a loss before tax of £0.1m. At 30 June 2022 the unaudited gross
assets of the business were approximately £36.4m and its net assets were
approximately £17.5m, of which Goodwill represented £8.1m. The Group will
sell its interest in James Fisher Nuclear Holdings Limited and certain group
companies will sell their interests in the related properties for a nominal
consideration of £3. As a result of the transaction the Group will impair the
value of goodwill and tangible fixed assets associated with the business in
its results for the year ended 31 December 2022.

 

Commenting on the sale, Chief Executive Officer, Jean Vernet, said:

"The sale of JFN is a further step in the implementation of our strategy to
rationalise and focus the portfolio and, taken together, the business and
asset disposals made over the last three months are important steps in
streamlining the Group's operations and strengthening the balance sheet. JFN
has some valuable and unique capabilities and requires the right investment to
exploit the market opportunities in front of it. In Rcapital we are pleased to
have found the right owner for the next chapter in this business's
development. We wish the business and its employees every future success."

 

Josie Richardson, Investment Director at Rcapital, added:

"JFN plays a crucial role in the UK's nuclear decommissioning industry and,
hence, the delivery of the Government's strategic energy plan. Its management
team, market-leading technical services and unique UK-based experience in
specialist fields put it in a strong position. We are pleased to have the
opportunity to support the business as it enters a new phase of growth and
development."

 

Trading update for the year ended 31 December 2022

The Group made good strategic and financial progress during 2022, disposing of
three businesses, agreeing the sale of the Swordfish dive support vessel and
generating good revenue and underlying operating profit growth across the
Marine Support, Offshore Oil and Tankships divisions. The Specialist Technical
division experienced a disappointing year, with JFD at a trough in its
long-term projects cycle and JFN, which will be reported as a Discontinued
Operation, reporting an operating loss following ongoing project challenges.

 

For the year ended 31 December 2022, the Group is expecting to report revenue
from continuing operations of c.£475m (2021: £442.4m). Underlying operating
profit from continuing operations is anticipated to be in line with 2021.

 

The three business sales completed in December 2022 generated gross proceeds
of c.£18.4m. Net bank borrowings at 31 December 2022 were c.£135m, with the
Group expecting to remain within its banking covenants. The sale of the
Swordfish Dive Support Vessel, which was announced in December 2022, completed
in January 2023, with cash proceeds of c.£20m now received. The Group has
commenced discussions with its lending group regarding existing borrowing
facilities, which have maturity dates ranging from October 2023 to September
2024.

Notice of Results Announcement

The Group's full year results will be published on 28 March 2023, two weeks
later than had originally been planned, reflecting the significantly
higher-than-normal levels of recent corporate activity and consequential
impact on audit timetable.

 

 

 

For further information:

 James Fisher and Sons plc  Jean Vernet       Chief Executive Officer   020 7614 9500

                            Duncan Kennedy    Chief Financial Officer
 FTI Consulting             Richard Mountain                            0203 727 1340

                            Susanne Yule

 

 

The person responsible for making this announcement on behalf of the Company
is Jean-François Bauer, Group General Counsel.

 

LEI: 213800J975E5OYR6S216

 

 

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