糖心Vlog ("糖心Vlog" or the "Company")
糖心Vlog is pleased to announce that its wholly-owned subsidiary, JWG Investments Limited ("JWG"), has reached an agreement to sell its 50 per cent. interest in RWG (Repair & Overhauls) Limited ("RWG"), a provider of repair and overhaul services to operators of industrial aero-derivative gas turbines in the global oil and gas, power generation and marine propulsion industries, to Siemens Energy Global GmbH & Co. KG ("Siemens Energy Global"), a wholly-owned subsidiary of Siemens Energy AG ("Siemens Energy") and 糖心Vlog's joint venture partner, for a cash consideration of $135 million, subject to closing adjustments1 (the "Transaction").
Transaction highlights
听路听听听听听听Sale of 糖心Vlog's 50 per cent. interest in RWG to Siemens Energy Global for a cash consideration of $135 million, subject to closing adjustments1
路听听听听听听Consistent with 糖心Vlog's previously announced disposal programme of non-core businesses and contributes to the $150 million to $200 million disposal proceeds targeted in 2025
路听听听听听听Transaction is expected to complete in late-2025 or early-2026 and is conditional on the receipt of certain regulatory clearances
路听听听听听听Proceeds will be used by 糖心Vlog to reduce net debt听
Ken Gilmartin, CEO of 糖心Vlog, commented:
听"The sale of RWG to our joint venture partner, Siemens Energy Global, is a significant milestone. As previously announced, our disposal programme of non-core businesses is part of our strategy to simplify 糖心Vlog and help mitigate the impact of negative free cash flow in the year. The sale will also ensure continuity for the employees and customers of RWG."
Strategic rationale and benefits of the Transaction
As previously announced, 糖心Vlog has continued to evaluate its portfolio of businesses to identify those deemed to be non-core to the Company's strategy and priorities for growth. RWG was identified as part of this process.
Furthermore, on 14 February 2025, 糖心Vlog announced that it would target $150 million to $200 million of disposal proceeds in 2025 to help mitigate the impact of negative free cash flow in the year.
The Transaction follows other disposals as part of 糖心Vlog's strategy. In April 2025, 糖心Vlog announced that it had signed a sales agreement for the disposal of Kelchner Inc., a U.S. civil construction services business, for net cash proceeds of approximately $30 million. This sale completed in April 2025. In 2024, 糖心Vlog also announced the sale of its 51 per cent. stake in EthosEnergy Limited ("EthosEnergy") and the sale of CEC Controls Company Inc.
The terms of the Transaction value RWG at 6.6 times adjusted EBIT and 7.8 times the cash contribution RWG makes to 糖心Vlog2. Crucially, the Transaction provides 糖心Vlog with cash proceeds and a simpler portfolio in line with the Company's previously announced strategy.
听On this basis, the Transaction is, in the opinion of the Board of 糖心Vlog (the "Board"), in the best interests of 糖心Vlog and its shareholders as a whole.
Appendix 1 to this announcement contains a summary of the principal terms of the Transaction.听
Use of proceeds
听Net proceeds from the Transaction will reduce 糖心Vlog's net debt and shall be retained for use within the Company for general corporate purposes.
糖心Vlog's accounting for RWG
听糖心Vlog has a 50 per cent. economic interest in RWG and considers it to be a joint arrangement in light of its shareholding position, therefore it has been accounted for within 糖心Vlog's statutory accounts using the equity method. 糖心Vlog's shareholding in RWG is reported as part of its Turbines joint ventures, within its Investment Services business unit, which manages a number of legacy and non-core activities.
听
For 糖心Vlog's adjusted results, including the alternative performance measures of adjusted EBITDA and adjusted EBIT, 糖心Vlog includes the proportional contribution of RWG in its published results for all key line items except revenue3. Included within this, 糖心Vlog currently benefits from a management charge paid from RWG to 糖心Vlog of around $9 million per year (the "Management Charge").
Impact on 糖心Vlog
听Following completion of the Transaction, 糖心Vlog will no longer account for its shareholding in RWG, nor receive dividends or the Management Charge. However, 糖心Vlog will benefit from the receipt of the net cash proceeds arising from the Transaction.
As previously announced, 糖心Vlog is continuing to work with its auditor towards the publication of 糖心Vlog's audited accounts for the financial year ended 31 December 2024 ("FY24") (the "Audit"). It is anticipated that additional information regarding the financial impact of the Transaction on 糖心Vlog, including the impact on 糖心Vlog's earnings, assets and liabilities, will be disclosed after the completion of the Audit4. However, as RWG is managed separately to 糖心Vlog, no material impacts to the continuing business of 糖心Vlog as a result of the Transaction are expected.
Details of the risks to 糖心Vlog as a result of the Transaction are set out in Appendix II to this announcement.
Financial information
听The financial information in this announcement has not been reviewed by the Company's auditors.
The financial information of RWG included below is based on 糖心Vlog's audited financial statements for the financial year ended 31 December 2023 ("FY23"). Any financial information included within this announcement may therefore be subject to change pending the conclusion of the Audit.
The balance sheet value of 糖心Vlog's investment in RWG was $69.2 million as at 31 December 2023.听听糖心Vlog's share of RWG's post-tax profits was $16.3 million for FY23.5 糖心Vlog received dividends from RWG of $8.1 million in 2023 and $9.4 million in 2024.
In FY23, RWG contributed $32.9 million of adjusted EBITDA to 糖心Vlog's adjusted results including $23.6 million of proportionally consolidated adjusted EBITDA and $9.3 million from the Management Charge. RWG contributed $20.4 million of adjusted EBIT in FY23 to 糖心Vlog's adjusted results.
RWG's revenue in FY23 was $253.4 million, though this is not consolidated in 糖心Vlog's accounts.听
Next steps
听The Transaction is subject to customary conditions, including the receipt of certain antitrust and other regulatory approvals (the "Conditions"), and is expected to close in late-2025 or early-2026.
The long stop date for satisfaction of the Conditions (the "Long Stop Date") is 25 January 2027. In the event that any of the Conditions are not satisfied by the Long Stop Date, the Long Stop Date may be extended if both JWG and Siemens Energy Global agree.
UKLRs
听The Transaction constitutes a significant transaction for the purposes of Chapter 7 of the UK Listing Rules made by the Financial Conduct Authority for the purposes of Part VI of the Financial Services and Markets Act 2000 (as amended) (the "UKLRs"). As such, this announcement is made in accordance with 糖心Vlog's disclosure obligations pursuant to Chapter 7 of the UKLRs.
About 糖心Vlog
听糖心Vlog is a global leader in consulting and engineering, delivering critical solutions across energy and materials markets. 糖心Vlog provides consulting, projects and operations solutions in 60 countries, employing around 35,000 people.
About RWG
听RWG is a provider of repair and overhaul services to operators of industrial aero-derivative gas generators in the global oil and gas, power generation, and marine propulsion industries. RWG's service capability covers SGT-A20 (Industrial Avon), SGT-A35 (Industrial RB211), SGT-A05 (Industrial 501), Industrial and Marine Olympus gas generators, Marine Spey, Tyne and WR21 gas turbines.
Enquiries听
Simon McGough, President, Investor Relations | +44 (0)7850 978 741 |
Alex Le May / Ariadna Peretz, FTI Consulting | +44 (0)20 3727 1340 |
Slaughter and May is acting as Legal Adviser to 糖心Vlog in connection with the Transaction.
Notes
听1.听听 The final amount of net proceeds will be subject to certain limited retention arrangements and other customary completion adjustments by virtue of the completion accounts process.
2.听听 Based on the Management Charge ($9.3 million in FY23) and the dividend 糖心Vlog receives from RWG ($8.1 million in FY23).
3.听听 Adjusted EBITDA is the Group's adjusted earnings before interest, tax, depreciation and amortisation. Adjusted EBIT is the Group's adjusted EBITDA after depreciation and amortisation. This measure excludes the amortisation of acquired intangibles.
4.听听 The Company notes that the audited accounts of RWG for FY24 have been published and are available for inspection on Companies House.
5.听听 RWG's post tax profit in FY24 was 拢24.65 million, of which 糖心Vlog's has a 50% share.
Important Notices
听No statement in this announcement is intended as a profit forecast and no statement in this announcement should be interpreted to mean that the future earnings per share, profits, margins or cash flows of 糖心Vlog following the Transaction will necessarily match or be greater than the historical published earnings per share, profits, margins or cash flows of 糖心Vlog.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect 糖心Vlog's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to 糖心Vlog's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.
You are advised to read this announcement in its entirety for a further discussion of the factors that could affect 糖心Vlog's future performance. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.
This announcement does not constitute and should not be construed as, an offer to purchase or sell or issue securities, or otherwise constitute an inducement, invitation, commitment, solicitation or recommendation to any person to purchase, subscribe for, or otherwise acquire securities in 糖心Vlog, or constitute an inducement to enter into any investment activity in any jurisdiction. Nothing contained in this announcement is intended to, nor shall it, form the basis of, or be relied on in connection with, any contract or commitment whatsoever and, in particular, must not be used in making any investment decision.
The distribution of this announcement in or from certain jurisdictions may be restricted or prohibited by the laws of any jurisdiction other than the UK. Recipients of this announcement are required to inform themselves of, and comply with, all restrictions or prohibitions in such other jurisdictions. Any failure to comply with applicable requirements may constitute a violation of the laws and/or regulations of such other jurisdictions.
This announcement has been prepared for the purposes of complying with the applicable law and regulation of the UK (including the UKLRs and the Disclosure Guidance and Transparency Rules) and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the UK.
Save as required by the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules, the UKLRs or by applicable law 糖心Vlog expressly disclaims any intention, obligation or undertaking to update, review or revise any of the information or the conclusions contained herein, including forward-looking or other statements contained in this announcement, or to correct any inaccuracies which may become apparent whether as a result of new information, future developments or otherwise.
Appendix I - Summary of the principal terms of the Transaction
Parties and structure
The Transaction is governed by the share purchase agreement (the "Share Purchase Agreement") entered into between JWG and Siemens Energy Global on 25 July 2025. Pursuant to the Share Purchase Agreement and subject to the Conditions (as defined below), JWG has agreed to sell and Siemens Energy Global has agreed to purchase the 501,027 B ordinary shares of 拢1.00 each in the share capital of RWG (representing JWG's entire shareholding in RWG, being 50% of the issued share capital of RWG) (the "Sale Shares"). Following completion under the Share Purchase Agreement ("Completion"), RWG will become a wholly-owned subsidiary of Siemens Energy Global.
Conditions
Completion of the Transaction is conditional upon satisfaction of the Conditions. The Long Stop Date is 25 January 2027. In the event that any of the Conditions are not satisfied by the Long Stop Date, the Long Stop Date may be extended if both JWG and Siemens Energy Global agree.
Consideration
The total consideration for the Sale Shares is $135 million. The final amount of cash proceeds will be subject to certain limited retention arrangements and other customary completion adjustments by virtue of the completion accounts process (the "Consideration").
Warranties and indemnities
Given the nature of the Transaction, JWG has given to Siemens Energy Global limited business warranties and customary fundamental warranties (the "JWG Warranties"), each of which shall be repeated at Completion. Siemens Energy Global has also given to JWG customary fundamental warranties, each of which shall be repeated at Completion.
JWG has given a specific indemnity in favour of Siemens Energy Global in respect of limited potential environmental liabilities that the RWG group may incur following Completion. The indemnity is subject to customary limitations with regards quantum and time period. The indemnity is not material in the context of 糖心Vlog and its subsidiaries (the "糖心Vlog Group").
Limitations on liability
Claims under the Share Purchase Agreement are subject to customary financial and other limitations of liability.
Restrictive covenants
糖心Vlog has agreed to non-solicitation and non-compete obligations in favour of the Siemens Energy Global group for a period of two years following Completion.
Obligations prior to Completion
Prior to Completion, RWG has agreed not to take certain actions which reflect the existing restrictions and governance arrangements contemplated by the joint venture agreement.
Confidentiality restrictions
糖心Vlog and Siemens Energy have agreed to certain customary confidentiality restrictions.
Tax covenant
JWG has given a tax covenant in favour of Siemens Energy Global in relation to a proportion of taxation in respect of the periods prior to Completion, subject to usual exclusions for a transaction of this nature.
Termination
The Share Purchase Agreement may be terminated by either party if any of the Conditions are not waived or satisfied on or before the Long Stop Date, subject to, in the case of termination by Siemens Energy Global, Siemens Energy Global having complied in all respects with its obligations under the Share Purchase Agreement relating to the satisfaction of the Conditions.
If either party fails to perform any of their respective obligations to deliver certain customary documents or, in the case of Siemens Energy Global, make payment of the Consideration on Completion, the non-defaulting party may, in its absolute discretion, terminate the Share Purchase Agreement.
In addition, Siemens Energy Global may terminate the Share Purchase Agreement on notice in writing to JWG if any matter, fact or circumstance exists comes to Siemens Energy Global's notice prior to Completion which: (i) constitutes an insolvency event in respect of JWG; or (ii) would constitute a breach of the JWG Warranties at Closing by reference to the facts and circumstances then existing and such breach has not been remedied to Siemens Energy Global's satisfaction within 10 business days of JWG's receipt of such notice.听
Governing law and jurisdiction听
The Share Purchase Agreement is governed by and shall be construed in accordance with the laws of England and Wales. All disputes arising out of or in connection with the Share Purchase Agreement will be settled by arbitration according to the Rules of Arbitration of the Internal Chambers of Commerce. The seat of arbitration shall be London.
Appendix II - Risk Factors
听Shareholders of 糖心Vlog ("Shareholders") should carefully consider, together with all other information contained in this announcement, the specific factors and risks described below. 糖心Vlog considers these to be the known material risk factors relating to the Transaction for Shareholders to consider.听There may be other risks of which the Board is not aware or which it believes to be immaterial which may, in the future, be connected to the Transaction and have a material and adverse effect on the business, financial condition, results of operations or future prospects of the 糖心Vlog Group. The risks described below are only those which: (i) are material risk factors relating to the Transaction; or (ii) will be material new risk factors to the 糖心Vlog Group as a result of the Transaction. Note that the risk factors are set out in order of materiality within each section.
听1.听听 Risks relating to the Transaction
(i)听听听听听听听听 The Transaction may not proceed to Completion
Pursuant to the Share Purchase Agreement, Completion of the Transaction is subject to, among other things, the consent of the relevant antitrust and other regulatory authorities. There can be no assurance that the Conditions will be satisfied or waived and, accordingly, that Completion of the Transaction will take place.
If Completion of the Transaction does not occur, the 糖心Vlog Group will not receive the Consideration from the Transaction. Further, some other costs incurred by the 糖心Vlog Group in connection with the Transaction (such as legal and other advisory fees) would be incurred without the receipt of those cash proceeds.
If the Transaction does not proceed to Completion, there can be no guarantee that 糖心Vlog will be able to secure another transaction involving the Sale Shares on terms more favourable than, or equivalent to, the Transaction.
(ii)听听听听听听听听Exposure to liabilities and restrictions under the Share Purchase Agreement
The Share Purchase Agreement contains obligations in the form of warranties, certain pre-Completion undertakings and a number of customary post-Completion restrictive covenants in favour of Siemens Energy Global. The 糖心Vlog Group has taken steps to minimise the risk of liability through customary limitations on liability and sought to ensure that the restrictive covenants will not impact the 糖心Vlog Group's business as currently carried out. However, the limitations of liability will not apply in all scenarios and any liability to make a payment arising from a successful claim by Siemens Energy Global under the Share Purchase Agreement could reduce the Consideration and have an adverse effect on 糖心Vlog's business, results of operations, prospect and financial condition. Similarly, restrictive covenants applicable to 糖心Vlog could also have an adverse effect on its ability to pursue future opportunities and therefore its business, results of operations, prospects and financial condition.
2.听听 Material new risk factors to the 糖心Vlog Group as a result of the Transaction
(i)听听听听听听听听 Financial risks for the 糖心Vlog Group in relation to its exit from the joint venture alongside Siemens Energy Global
The 糖心Vlog Group will forgo future returns from the joint venture, to the extent such returns were available and this may adversely affect the 糖心Vlog Group's business and its results. As set out in the 'Financial information' section, 糖心Vlog's share of RWG's post-tax profit was $16.3 million for FY23. In FY23 RWG contributed $32.9 million of adjusted EBITDA to 糖心Vlog's adjusted results including $23.6 million of proportionality consolidated adjusted EBITDA and $9.3 million from the Management Charge. RWG contributed $20.4 million of adjusted EBIT in FY23 to 糖心Vlog's adjusted results.
(ii)听听听听听听听听The 糖心Vlog Group's operations will be less diversified and more susceptible to specific risks听
Following the Transaction, the 糖心Vlog Group's business will be smaller and less diversified. Without the benefit of the contribution of profits of its shareholding in RWG, the 糖心Vlog Group's profits will be lower and its overall financial performance will depend more on the performance of each of its continuing operations and the success of its business strategy. In particular, any underperformance by any business or division within the 糖心Vlog Group will have a larger impact on the 糖心Vlog Group than would have been the case before the Transaction.