Member Info for Denziiil

Parked much of my cash in phnx this morning. Happy to take an 10% return.

Thanks Vulcanlgnis.

· Temporary retrospective waivers (valid to 30 April 2025) have been obtained under committed debt facilities for historical non-compliance with prior period financial covenants.

Have to confess, I think I completely misread this. I double checked the update on the WG homepage, and definitely my bad. That is a completely different outcome for the good and apologies from my end.

Interestingly I had been trying to find out more detail about the lending facility, but nothing is easily offered. Have to say that is pretty lax governance and should be in black and white in the public domain.

It matters, for three reasons, you have to have a clear understanding of the investors' risk, the company's risk and the lender's risk. In other words, how hard is the debt being pushed.

I do have some very positive news, in that much of the debt - $600M is 80% government backed, Securing funding through the UK government backed Export Development Guarantee Facilities, split across the company's 6 main bank lenders.

This clearly reduces the risk position to the lenders allowing them more comfort in their position, and more flexibility towards a view on the covenants.

Again thank you Vulcanis. Carry on.

We need to talk about the update.

Hopefully you will all find this helpful.

The Company has now received the draft Review and is in ongoing discussion and consultation with key stakeholders on the findings, including necessary remediation steps.

Review Findings.

• adjustments required to the income statement and balance sheet

• Issues identified in a limited number of contracts in Projects, particularly in relation to legacy lump sum turnkey (‘LSTK’) projects

• Issues with holding specific amounts on the Projects centre balance sheet that should have been written off

• No material issues identified in our other business units (Consulting, Operations and Investment Services)

Accounting implications

• Predominantly impacting Projects business unit in prior periods with no material impact on the Group’s historical cash flow generation

• Material prior yr P&L and balance sheet adjustments for FY22, FY23, HY24

• Material restatements for adj EBITDA and adj EBIT for FY22, FY23

• Temporary retrospective waivers (valid to 30 April 2025) have been obtained under committed debt facilities for historical non-compliance with prior period financial covenants

The Company does not currently expect any material impact from the Review on the Group’s ability to generate cash in the future.

Some good and some bad in here.

1/ The Good news, is that the mess is down to turnkey projects, all other units unaffected, and within that the other units are highly profitable.

The company has also stated that the review has confirmed that the ability to generate future cashflow is unaffected.

The Operational review also confirmed, The strategic shift in our Projects business away from LSTK and large-scale EPC is now complete.

HY23 results.

Consulting $38M

Projects $92M

Operations $77M

IVS $27M

Full year for all other units shows and ebitda at $284M. This assumes Projects Division wipeout!!

Note. I do not believe this to be the case as, the company would have spotted the cash run.

2/ The Bad news, the debt facility has been triggered, this waiver is only until 30 April.

I cannot say that I like this at all.

I have no doubts with regards to the company’s ongoing profitability, but breaching covenants is a serious business. The company has confirmed that shares may be suspended on 30 April.

Conclusion,

Sidara have a very great opportunity to cement the offer, now that the review has been produced.

Otherwise bondholders risk taking the company private/ a side hustle with Sidara/ renegotiating a debt for equity swap.

All conjecture, but I wanted to point out to you all that the giant red flag for me is that the waiver is only until 30th April, and that tells me with previous experience, that the most likely outcome if suspended, is that bondholders will renegotiate the equity position.

(AGAIN, They may not).

I just want to be straight with you all here.

GLA.

Lighnotheat,

Congratulations, I genuinely think you may be in a tiny minority (less than four fingers!) to have actually properly read the accounts, and with that managed to get a handle on the covenants. There within lies any issues and not the headline debt number that some like to bounce around.

I flagged up on the 11th March with regards to the company position, and it important for everyone to take their own view on where we are.

Half year results Aug 24.

The Group had $352.5 million (December 2023: $352.5 million) of unsecured loan notes outstanding at 30 June 2024, maturing between 2024 and 2031 with around 75% due in 2025 or later. Other interest, fees and charges amount to $8.8 million (June 2023: $11.0 million) and principally relates to the interest on the receivables factoring facilities totalling $5.9 million and amortisation of bank facility costs of $1.3 million (June 2023: $1.9 million). In total, the Group had undrawn facilities of $686.8 million as at 30 June 2024, of which $602.8 million related to the revolving credit facility

Net debt excluding leases to adjusted EBITDA (excluding the impact of IFRS 16) at 30 June was 2.48 times on a covenant basis (December 2023: 2.08 times) against our covenants of less than 3.5 times.

The Net Debt/Adjusted EBITDA ratio is a key measure of a company's leverage. It tells us how many years of EBITDA it would take to repay net debt, assuming no other financial obligations.

Using the leverage ratio formula:

Net Debt=Leverage Ratio×Adjusted EBITDA\text{Net Debt} = \text{Leverage Ratio} \times \text{Adjusted EBITDA}Net Debt=Leverage Ratio×Adjusted EBITDA

Given 2.48x leverage and estimated $450M EBITDA, we estimate:

Net Debt=2.48×450M=$1.12B\text{Net Debt} = 2.48 \times 450M = \mathbf{\$1.12B}Net Debt=2.48×450M=$1.12B

(Apologies for the formula I use above).

This aligns with the $1.1B net debt figure previously reported.

Working the formula back to find the covenants limit, If the Net Debt-to-EBITDA multiple is 3.5, then: EBITDA= $320M

Results demonstrated Current Total Adjusted EBITDA (FY24): $450M.

So arguably if the accounts hold with regards to adjustments to follow $130M headroom.

Lastly I would like to add, that lenders will most likely play ball as the legacy projects which appear to have been the major cause for concern have addressed, and further all debt issues could be swiftly addressed by selling Consulting Division ( EBITDA: $85M, est value c$600M+)

I hope that helps. (P.S. This is not a £202M company).

GLA.

Morning Trot,

Yesterday was worse than I expected, but only in that the review is likely to not complete in time to avoid temporary suspension., and I think that was the queue to absolutely hammer the price.

I did previously post that I felt the bod were tampering down share price, or certainly not talking it up and that gave me cause for concern that the buyout price would be lower than many (including myself) were hoping for.

I topped up yesterday and this morning to average down.

Still think the deal is very much on.

ZELENSKY SAYS UKRAINE WON'T RECOGNIZE U.S. MILITARY AID AS LOANS

Oh dear.

I did not need Zelensky to say this at all today!

I was actually thinking the reverse, but I guess it is all conjecture.

Why would WG not leak a little suggesting a higher price right now, would have a positive impact on the sp and given that the company is working on refinancing, the higher the better.

Also puts pressure on Sidara to keep the bid up.

Unfortunately whilst we are in the 30s, A successful 80p offer remains plausible, which I would not be very happy with.

Still there we are and all conjecture.

GLA.

Morning Shabz

Offer in principle already on the table and reasonable enough for the company to open the books. Which the company has already announced.

I hope that helps.

Dividend is about as guaranteed as you can get. Didnt drop it all the way through covid. Have to disagree.

US market rolled over, taking everything else down with it.

Not WG specfic.

The UK’s North Sea oil and gas regulator raises its forecasts for investment and production in the coming years after 2024 figures were higher than expected

https://x.com/business/status/1904523726005108757

Yes Ellllte,

It has been nothing short of economical suicide in the chase for carbon zero.

NS provides nearly 100k jobs directly and a further 100k indirectly. These are of course in Scotland.

I genuinely hope at some point Ed is given the heave ho.

Yesterday's article (Energy Voice). Good to see.

UK Chancellor Rachel Reeves has indicated the Jackdaw and Rosebank oil and gas developments in the North Sea will go ahead despite a court ruling invalidating their approval.

Speaking to the Sun newspaper, Reeves pointed to Labour’s election manifesto which pledged to honour existing North Sea oil and gas licences.

“We said in our manifesto that they would go ahead, that we would honour existing licences, and we’re committed to doing that, and go ahead they will,” Reeves said.

“North Sea oil and gas is going to be really important to the UK economy for many, many decades to come.

“And we want to make sure that fields that have already got licences can continue to exploit those reserves and bring them to market.”

In its manifesto, Labour said it would not issue exploration licences for “new fields”, but vowed to manage North Sea production “in a way that does not jeopardise jobs”.

You have to smile at these numpties.

Tallies congrats my man, you just made the list.

If anyone wants a fun read this morning over coffee, its good stuff.

Your 3 investments since your start.

AMGO- 'Buy, BUY, BUY!'- 21st May at 21. 14p. (It collapsed to 7p a week later)

NSF- 'Screaming buy' at 5.01p. Went to zero and delisted.

PFC- you got in at 24p in November 23, and got out at 24p in June 24.

In the best possible way, I sincerely wish you many happy island adventures.

Talies well said. 100%

I have not added anything to the forum for a few daysvas it is all going as planned.

Process is being followed and both parties fully engaged awaiting sign off of the accounts.

Sidara of course are not going to formalize the bid beforehand, but clearly the proposal is in the right ball park otherwise WG would have ended negotiations.

Supremely confident here, ignore the noise.

See you on the other side.

Well said Onsolid. Thank you.

Frustrating definitely. We bought a dog didn't we.

Looking very positive.

Nice!

A little history as per Sidara's 2024 offer.

The deadline for a firm offer came to a close and an extension was requested. Reasonably expect the same here.

RNS below.

05 June 2024.

Further Statement regarding Final Proposal and extension to Put up or Shut up Deadline

On 29 May 2024, Dar Al-Handasah Consultants Shair and Partners Holdings Ltd ("Sidara") announced that it had submitted a fourth proposal to the Board of Wood (the "Board") to acquire the entire issued and to be issued ordinary share capital of Wood at a final price of 230p1 per share in cash (the "Final Proposal").

The Board remains confident in Wood's strategic direction and its fundamental prospects. However, having now weighed all relevant factors including, in particular, feedback received from Wood shareholders, the Board has decided to engage with Sidara to determine if a firm offer can be made on the same financial terms as the Final Proposal. Accordingly, the Board will grant Sidara access to due diligence materials.

In accordance with Rule 2.6(c) of the Code, the Board has requested and the Panel on Takeovers and Mergers (the "Takeover Panel") has consented to an extension to the date by which Sidara is required either to announce a firm intention to make an offer for Wood in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. Such announcement must now be made by not later than 5.00pm on 3 July 2024. This deadline can be further extended by the Board of Wood, with the consent of the Takeover Panel

Yes, sorry for any confusion, i merely meant the chatroom numpties.