James Fisher and Sons Regulatory News (FSJ)

7 August 2019

JAMES FISHER AND SONS PLC (FSJ.L)

ACQUISITION OF SM CONTINENTAL S.A.

James Fisher and Sons Plc ("James Fisher" or "the Group") announces the acquisition of 60% of the share capital of Continental Participação E Administração Ltda., the holding company of Serviços Marítimos Continental S.A. (together "Continental") for a total cash consideration of £7.5m, £4.9m payable on completion and £2.6m payable in January 2022.

Continental is an established air diving service provider to the offshore oil sector in Brazil. Based in Macaé, Rio de Janeiro State, Brazil, Continental provides inspection, repair and maintenance ("IRM") services to offshore oil terminals, primarily FPSOs. Between 2016 and 2018 the average annual earnings before interest, tax, depreciation and amortisation of Continental were £3.1m.

Afonso Ritzmann will continue as Managing Director of Continental, and retains a 40% interest which is subject to a put and call option which can be exercised between 2022 and 2026. The option prices are based on a multiple of average earnings at the time and are capped.

Nick Henry, Chief Executive Officer of James Fisher, said "The acquisition of Continental in Brazil increases our presence in this important and growing market for subsea services. The combination of Continental's reputation for safety and reliable service delivery and James Fisher's more extensive IRM capabilities provides strong opportunities in one of the Group's key geographic growth markets. We look forward to working with Afonso and his team in driving this forward".

E C Hambro Rabben & Partners has acted as corporate adviser to James Fisher and Sons plc.

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