TIDMHARL TIDMTTM
RNS Number : 5327U
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 +44 (0)20 3900
John Wood, Chief Executive Officer 2122
Arun Raman, Chief Finance Officer investor@harland-wolff.com
media@harland-wolff.com
Cavendish Securities plc (Nominated Adviser
& Broker)
Stephen Keys / Callum Davidson / Dan Hodkinson
(Corporate Finance) +44 (0)20 7397
Michael Johnson (Sales) 8900
----------------------------
Liberum Capital Limited (Joint Broker) +44 (0)20 3100
Nicholas How / Edward Mansfield 2000
----------------------------
Radnor Capital Partners (Investor Relations) +44 (0) 20 3897
Neville Harris / Joshua Cryer 1838
----------------------------
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 +44 (0)20 7638 0129 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
OFDNKNBNBBDBPDB
(END) Dow Jones Newswires
November 24, 2023 02:00 ET (07:00 GMT)
Harland & Wolff (AQSE:HARL.GB)
Gráfica de Acción Histórica
De Jun 2024 a Jul 2024
Harland & Wolff (AQSE:HARL.GB)
Gráfica de Acción Histórica
De Jul 2023 a Jul 2024