9 November 2022

Harland & Wolff Group Holdings plc

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

Proposed Debt Refinancing

Harland & Wolff Group Holdings plc (AIM: HARL), the UK quoted company focused on strategic infrastructure projects and physical asset lifecycle management, is pleased to announce that it has entered into an exclusive term sheet with Astra Asset Management UK (Astra) Limited for the proposed refinancing of the Group's credit lines.

Currently, the proposed committed facility within the executed term sheet is £70 million and both parties will be working together to increase this to £100 million in due course. The transaction would entail the refinancing of the Group's existing debt with Riverstone Capital Partners (RCP) in full and provide for additional financing towards capital expenditure and Group working capital requirements.

The new credit facility will be for a period of two years with three annual extension options.  As such, when financial close is reached, it is expected that this new facility will be on better economic terms than the existing debt facility but contingent on any further movements of the Bank of England's Base Rate and other market movements prior to financial close. Importantly, this facility will provide enhanced financial headroom and flexibility to the Company to grow its business and fulfil its expected current and future contractual obligations to its clients. As part of this transaction, Astra will be issued 15 million warrants over new ordinary shares in the Company at an exercise price of 6.2385 pence per share, which is the 14-day volume weighted average price at the time of execution of the term sheet. The warrants will expire in 60 months from the date of issue, which will be the date of financial close with annual extensions to the expiry date should the credit facility be extended on an annual basis.

Financial close is expected within four to six weeks. The Company will make further announcements at financial close.

John Wood Chief Executive Officer commented:

"We are delighted to be entering into this new facility and partnership with Astra. The enhanced financing will be incredibly useful to meet our capital expenditure and working capital obligations towards some key and large contracts that we have been negotiating over the last 18 months, due to come to fruition in the next couple of quarters.

As a UK based private debt lender, Astra are intimately aware of local dynamics of shipbuilding, levelling-up and energy security and we look forward to closing this transaction with Astra within the agreed timescales."

This announcement contains inside information.

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.

About Astra Asset Management UK Limited

Founded in 2012, Astra Asset Management has grown to become one of Europe's leading specialist credit asset managers. Astra manages a number of investment products within credit markets. The team focuses on non-vanilla credit strategies backed by mortgages and corporate debt across asset classes in Europe and the US.