This announcement contains inside information

26 October 2022

Harland & Wolff Group Holdings plc

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

Activation of Accordion facility, Settlement of Appledore Deferred Consideration and Issue of Equity

Harland & Wolff Group Holdings plc (AIM: HARL), the UK quoted company focused on strategic infrastructure projects and physical asset lifecycle management, 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 satisfy the deferred consideration 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 ("Consideration Shares") 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 18^th 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."

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

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.