Harland & Wolff announces that it has activated the accordion facility provided by Riverstone Credit Partners LLC and an initial sum of $15 million (before costs) has been drawn down. This will be used for the full settlement of the remaining Appledore deferred consideration and for working capital needs as required.
A total sum of £4.50 million remained payable to Appledore’s vendors. Accordingly, a cash payment of £3.90 million has been made along with the issue to the vendors of 9,282,178 ordinary shares in the Company at a price 6.464 pence per ordinary share equating to a sum of £600,000, based on the Company’s volume weighted average price from 29 September 2022 to 18th October 2022.
As part of this transaction, the Company has issued 8,573,044 warrants to Riverstone Credit Partners LLC over new ordinary shares in the Company at an exercise price of 5.65 pence per share. These warrants are exercisable in cash and expire within 36 months of being issued. There is no lock-up period for these warrants.
Application has been made for the admission of the Consideration Shares to be admitted to trading on AIM (“Admission”). These new ordinary shares will rank pari passu with the existing issued ordinary shares of the Company. It is expected that Admission will become effective and that trading in the new ordinary shares will commence at or around 8.00 am on 27 October 2022.
On Admission, the total number of ordinary shares in the Company will be 172,170,018. The Company does not currently hold any ordinary shares in treasury. Therefore, from Admission, the total number of voting rights in the Company will be 172,170,018, which may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA’s Disclosure Guidance and Transparency Rules.
Following Admission, Appledore Land Limited will hold 9,282,178 ordinary shares in the Company, representing approximately 5.39% of its issued share capital on Admission, as enlarged by the Consideration Shares.
Harland & Wolff, group CEO John Wood, commented:
“I am delighted that we have formally completed the acquisition of all the assets of Appledore. With the M55 and HMS Atherstone in the yard, the completion of this transaction and bringing these assets formally under the Harland & Wolff umbrella is a significant milestone. It also provides additional confidence to our clients to progress and execute new contracts destined for Appledore.
“I am also pleased that we have been approved by Riverstone to activate the accordion facility which puts the Group in a solid position ahead of a very busy Q4 2022 and Q1 2023.”