TIDMHARL
RNS Number : 1845T
Harland & Wolff Group Holdings PLC
22 November 2021
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 19(th) 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 23(rd) 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.
Harland & Wolff Group Holdings plc +44 20 3900 2122
John Wood, Chief Executive investor@harland-wolff.com
Seena Shah, Head of Marketing & Communications media@harland-wolff.com
PrimaryBid Limited enquiries@primarybid.com
Charles Spencer / James Deal
Cenkos Securities plc (Nominated Adviser
& Broker)
Stephen Keys / Callum Davidson / Dan Hodkinson
(Corporate Finance)
Michael Johnson (Sales) +44 20 7397 8900
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 GBP1,500,000 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 GBP250 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.
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END
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