Harland & Wolff Regulatory News (HARL)

This announcement contains inside information

12 August 2024

Harland & Wolff Group Holdings plc

("Harland & Wolff" or the "Company")

Board Appointments

&

Other updates

Board Appointments

Further to its recent announcement regarding certain changes to the Board, Harland & Wolff announces the formal appointments of Russell Downs and Alan Fort to its Board of Directors with immediate effect.

Russell joins the board as Interim Executive Chairman. As previously announced, Russell is a highly experienced finance professional after a 30-year career at PwC LLP, most recently as partner, helping businesses and stakeholders across a wide spectrum of industries. Russell is founder of Armada Advisers LLP, a boutique advisory firm supporting stakeholders and advising on restructurings. He is currently also an executive director of Merry Hill Shopping Centre, a large shopping complex based in Dudley, England. With notable successes returning significant value to stakeholders and securing complex refinancings, he is well placed to lead the Board at this time as it seeks to complete a recapitalisation intended to give the Company a sustainable financial footing into the medium and long-term.

Alan joins the board as Non-Executive Director and has a long track record in performance improvement, with many years of board level experience providing support and challenge to management teams to ensure that goals are clearly defined and performance is transparently monitored. Amongst other roles, Alan is currently a Non-Executive Director at the steelmaker Celsa UK Group, a leading steel manufacturer where he previously held the role of Chief Restructuring Officer. Alan qualified as a chartered accountant with Price Waterhouse.

Other updates

On 19 July 2024, the Company announced that it was assessing strategic options for the Group having been notified that HM Government would not be proceeding with H&W's application for the EDG facility. As announced on 1 August 2024, the Company subsequently entered into arrangements with its existing lenders, Riverstone, to increase its facility by $25m to provide short term liquidity to the Company.

In line with the Company's previous strategy to scale, diversify and invest in its asset base to ensure capability of carrying out large scale contracts, including the FSS programme, the Group has, over the past years, necessarily built significant scale and capability in its yards in England, Northern Ireland and Scotland supported by talented, loyal and committed work forces.

It remains the Company's priority to deliver our programme on the FSS project and the Company is in active discussions with this customer to agree the optimum route. The Company continues to work on its existing order book to the fullest extent possible, whilst at the same time working with interested parties to find a solution that supports the long-term ambitions and prospects of the business.

The Company remains reliant on the support of its existing lenders, Riverstone, who continue to support the Group through the provision of short-term liquidity and under its existing structure of guarantees, share pledges and secured debentures.

As previously announced, the Company has appointed Rothschild & Co as its financial adviser to assess strategic options for the Group and assist the Board in deciding a route forward that will maximise value for stakeholders and seek to preserve the Company's core operations at its delivery centres in Belfast, Appledore, Methil and Arnish. This process is underway and being undertaken in conjunction with the ongoing review of the Company's business priorities.

Currently, the Company and its Board do not believe it can finalise its 2023 accounts on a going concern basis and, therefore, work to complete its unpublished accounts has also been suspended, with resources being focussed on the Rothschild process. Accordingly, the present suspension of the Company's shares will remain in place and the Company will update the market in accordance with its regulatory obligations as matters develop.

Change of Name of Broker

The Company also announces that its joint Broker has changed its name to Panmure Liberum Capital Limited following completion of its own corporate merger.

Russell Downs, Interim Executive Chairman, commented:

"We remain focussed on working with interested parties and key stakeholders to ensure that we can navigate through this uncertainty preserving the underlying value in the yards and the FSS contract for its employees and other stakeholders."

Unless otherwise defined, capitalised terms shall have the same meaning as those set out in the Company's announcement dated 19 July 2024.

Additional information pursuant to Schedule Two, paragraph (g) of the AIM Rules for Companies

Russell Downs, aged 56, is currently or has previously been a director or partner of the following companies or partnerships within the past five years:

Russell has no holding or interest in the Company's ordinary shares.

Other information

In January 2024, Russell Downs was appointed as a director of No Ordinary Designer Label Limited ("NODL") and No Ordinary Shoes Limited ("NOSL"), both part of the retailing group trading as "Ted Baker", to support an attempted rescue of the businesses which had fallen into financial difficulties. NODL was placed into administration in March 2024. Insolvency proceedings for NOSL began on 8 May 2024 via a compulsory liquidation process. Russell was also appointed as a director of Ted Baker Germany GMBH in February 2024 on an interim basis to manage the restructuring process and this company is currently in an insolvency process in Germany.

Alan James Fort, aged 68, is currently or has previously been a director or partner of the following companies or partnerships within the past five years:

Alan has no holding or interest in the Company's ordinary shares.

Other information

· Alan was previously Chairman of Wright Leisure Topco Ltd (trading name Xercise4Less), and associated entities detailed in the table above, recruited to turnaround a private-equity backed budget gym chain. Having been placed into administration in 2020, the business was ultimately sold and the holding company liquidated, recovering some exposure for the secured lender.

· Alan was appointed by creditors as a director of TS Marine (Contracting) Limited in 2009, and subsequently its associated entities SSDV Holdings (UK) Limited, TS Marine (PTY), SSDV Holdings (Ireland Limited), SSDV Shipping Company No. 1 Limited, SSDV Shipping Company No. 2 Limited and SSDV Shipping Company No. 3 Limited, to assist in stabilising the underperforming business. TS Marine's UK and APAC businesses were sold in 2009 and the holding company was eventually liquidated in July 2013 through creditors voluntary liquidation. 

· Alan was previously appointed as Chairman of Gelert Ltd in 2011 (and associated entities Bryncir Products Ltd and Fairway Supplies Limited) through an administrative receivership process to develop a turnaround plan after a loss of a major customer. Having returned the business to profitability, the business was ultimately sold in 2013.

· Alan was appointed by lenders as NED and CRO of Dreams Plc (and associated entity Exponent (Rainbow) SPV 1 Ltd, in 2011 to deliver a turnaround of the struggling business, managing a controlled sale via an administration process which completed in March 2013, resulting in lender creditors fully repaid.

· Alan was previously appointed CEO & CRO of April Topco Limited (trading name Evans Cycles Ltd) and associated entities April Number 3 Limited, April Midco Limited & April Bidco Limited. The business was placed into administration in October 2018 and ultimately sold.

· Alan was appointed as CRO and NED to Jessops Plc (and associated entity Snap Equity Limited) by creditors in 2009 to develop a business change programme following a downturn in customer demand. The Company was ultimately placed into administration in 2013 following a lack of supplier support.

· Alan was appointed as Chairman of Nexum (Holdings) Limited (Trading name Various Nightclubs) in 2008 to support a business restructuring. All clubs were ultimately sold by 2010 through a company voluntary arrangement following the implementation of a cost reduction plan to allow the business to continue trading.

· Alan was appointed as NED to Dynamic Distance Learning Limited (trading name DDL) in 2009, which was ultimately placed into administration in 2018.

Save as disclosed above, there is no further information required to be disclosed pursuant to Schedule Two, paragraph (g) of the AIM Rules for Companies.

For further information, please visit www.harland-wolff.com  or contact: