LONDON, UK: James Fisher and Sons (FSJ.L), the leading provider of marine services, announces that it has sold the entire issued share capital of James Fisher Nuclear Holdings Limited (JFN) and related properties to Myneration Limited, a wholly-owned investment vehicle of Rcapital Partners LLP. James Fisher Nuclear Holdings is a supplier of specialist engineering, manufacturing and technical services to the UK’s nuclear decommissioning industry.
The sale forms part of the Board’s ongoing commitment to rationalise and focus the Group’s portfolio. Existing management and staff will remain with the business as it transitions into new ownership and Rcapital will provide JFN with a £3m secured revolving credit facility to fund the growth of the business going forward.
The Group has historically given a number of parent company guarantees to support the obligations of James Fisher Nuclear Holdings. These guarantees will remain with James Fisher following completion of the transaction although certain limited counter-indemnities have been put in place.
The Group has also received certain limited undertakings and information rights in respect of the principal parent company guarantee remaining in place following completion.
Following completion, an unsecured loan of £1.2m which has been made available by the Group to JFN will remain outstanding. It is anticipated that the amount outstanding under that loan will be repaid by JFN shortly after completion. In addition, the Group will make a secured interest-bearing term loan facility of up to £3.5m available to James Fisher Nuclear Holdings.
The Group has also entered into an inter-creditor agreement which sets out the priority of the facilities made available to JFN by Rcapital and the Group.
The results of JFN have historically been reported within the Specialist Technical division. The results of JFN will be shown as a Discontinued Operation in the Group’s 2022 financial statements. In 2021, the business generated third party revenue of £51.7m and a loss before tax of £0.1m.
At 30 June 2022 the unaudited gross assets of the business were approximately £36.4m and its net assets were approximately £17.5m, of which Goodwill represented £8.1m. The Group will sell its interest in James Fisher Nuclear Holdings Limited and certain group companies will sell their interests in the related properties for a nominal consideration of £3. As a result of the transaction the Group will impair the value of goodwill and tangible fixed assets associated with the business in its results for the year ended 31 December 2022.
Commenting on the sale, Chief Executive Officer, Jean Vernet, said: “The sale of JFN is a further step in the implementation of our strategy to rationalise and focus the portfolio and, taken together, the business and asset disposals made over the last three months are important steps in streamlining the Group’s operations and strengthening the balance sheet. JFN has some valuable and unique capabilities and requires the right investment to exploit the market opportunities in front of it. In Rcapital we are pleased to have found the right owner for the next chapter in this business’s development. We wish the business and its employees every future success.”
Josie Richardson, Investment Director at Rcapital, added: “JFN plays a crucial role in the UK’s nuclear decommissioning industry and, hence, the delivery of the Government’s strategic energy plan. Its management team, market-leading technical services and unique UK-based experience in specialist fields put it in a strong position. We are pleased to have the opportunity to support the business as it enters a new phase of growth and development.”