Statement re Possible Offer

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  or contact:

Harland & Wolff Group Holdings plc John Wood, Chief Executive Officer Arun Raman, Chief Finance Officer	[phone] [e-mail]    [e-mail]
Cavendish Securities plc (Nominated Adviser & Broker) Stephen Keys / Callum Davidson / Dan Hodkinson (Corporate Finance) Michael Johnson (Sales)	[phone]
Liberum Capital Limited (Joint Broker) Nicholas How / Edward Mansfield	[phone]
Radnor Capital Partners (Investor Relations) Neville Harris / Joshua Cryer	[phone]

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/ 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 [phone] 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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