Harland & Wolff Regulatory News (HARL)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF HARLAND & WOLFF GROUP HOLDINGS PLC.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021)

22 November 2021

Harland & Wolff Group Holdings PLC

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

PrimaryBid Offer

Harland & Wolff (AIM:HARL), the UK quoted company focused on strategic infrastructure projects and physical asset lifecycle management, is pleased to announce, a conditional offer for subscription via PrimaryBid (the "PrimaryBid Offer") of up to 7,500,000 new ordinary shares of 1 penny each in the Company ("New Ordinary Shares") at an issue price of 20 pence per New Ordinary Share (the "Issue Price"), being a discount of 27.9 per cent to the closing mid-price on 19th November 2021. The Company is also conducting placings of new Ordinary Shares at the Issue Price by way of an accelerated bookbuild process (the "Placing") as announced earlier today.

The Placing is being conducted in two tranches. The First Placing will utilise the Company's existing authorities to allot shares and disapply pre-emption rights granted at the general meeting held on 24 May 2021, whilst the Second Placing and PrimaryBid Offer will be subject to the approval of Shareholders to allot the Second Placing Shares and the New Ordinary Shares at the General Meeting. A circular containing further details of the Fundraising and the General Meeting to be held on 10 December 2021 is being posted to Shareholders on or around 24 November 2021 and will be available to view on the Company's website.

The PrimaryBid Offer and the Second Placing are further conditional on the new Ordinary Shares to be issued pursuant to the PrimaryBid Offer and the Second Placing being admitted to trading on the AIM market of the London Stock Exchange ("Admission"). Admission is expected to be take place at 8.00 a.m. on 13 December 2021. The PrimaryBid Offer will not be completed without the Second Placing also being completed.

As announced earlier today, the Board of Harland & Wolff intends to use the net proceeds from the fundraising to facilitate delivery of existing and expected new contract wins, and other higher value contracts in the Company's pipeline, as well as to:

· satisfy the performance bonds for expected near term contracts;

· provide for further capital expenditure across the Group; and

· additional working capital to support enlarged business activities.

PrimaryBid Offer

The Company values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the PrimaryBid Offer by applying exclusively through the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

The PrimaryBid Offer, via the PrimaryBid mobile app, will be open to individual and institutional investors following the release of this announcement. The PrimaryBid Offer is expected to close by noon on 23rd November 2021. The PrimaryBid Offer may close early if it is oversubscribed.

The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the PrimaryBid Offer without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the PrimaryBid Offer made through PrimaryBid. It is vital to note that once an application for New Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid or the procedure for applications under the PrimaryBid Offer, visit www.PrimaryBid.com or email PrimaryBid at enquiries@primarybid.com. 

The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares.

Capitalised terms used in this announcement and not separately defined shall have the meaning given to them in the Company's announcement of the Placing earlier today.

Details of the PrimaryBid Offer

The Company highly values its retail investor base which has supported the Company alongside institutional investors over several years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate in the PrimaryBid Offer. The Company is therefore making the PrimaryBid Offer available exclusively through the PrimaryBid mobile app.

Aggregate allocation under the PrimaryBid Offer will be limited to £1,500,000 and, accordingly, the Company is not required to prepare and has not prepared, a prospectus in respect of the PrimaryBid Offer as it falls within the exemption set out in section 86(1)(e) and section 86(4) of the Financial Services and Markets Act 2000. The PrimaryBid Offer is not being made into any jurisdiction where it would be unlawful to do so.

There is a minimum subscription of £250 per investor under the terms of the PrimaryBid Offer which is open to existing shareholders and other investors subscribing via the PrimaryBid mobile app.

For further details please refer to the PrimaryBid website at www.PrimaryBid.com. The terms and conditions on which the PrimaryBid Offer is made, including the procedure for application and payment for New Ordinary Shares, is available to all persons who register with PrimaryBid.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on www.PrimaryBid.com before making a decision to subscribe for New Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the New Ordinary Shares if they are in any doubt.