Placing & Notice of General Meeting

RNS Announcement: The information communicated in this announcement contains inside information for the purposes of Article 7 of Regulation 596/2014.

WH Ireland Group Plc

(“WH Ireland” or the “Company”)

Placing

Notice of General Meeting

The Company is pleased to announce that it has conditionally raised £2,400,000 from the issue of 2,000,000 new ordinary shares of 5p each (“New Ordinary Shares“) at a price of 120p per share (the “Placing“).

Placing 

Following a broad review of the Group’s likely future regulatory capital requirements and in particular, the Group’s regulatory capital planning buffers, the directors believe the Placing will ensure that the Group has sufficient resources in place to satisfy the FCA’s present capital adequacy requirements.

In addition, completion of the Placing would increase the Group’s core tier 1 capital ratio, which is a key measure of the Group’s financial stability and strength for market regulators and investors.

The Directors believe that the Placing is the most cost effective and certain method to raise funds at this time, avoiding the significant costs and uncertainty associated with a public offering requiring a prospectus.

As part of the Placing, Oceanwood Opportunities Master Fund have subscribed for 970,000 Ordinary Shares, which, if approved by shareholders would increasing their total holding to approximately 5,334,214 Ordinary Shares and 17.89% of the Company’s Enlarged Share Capital and Polygon Global Partners Limited have subscribed for 970,000 Ordinary Shares, increasing their total holding to 8,262,126 Ordinary Shares and 27.7% of the Company’s Enlarged Share Capital.

Commenting on the Placing, Richard Killingbeck, CEO of WH Ireland said “The Board of WH Ireland has always taken a prudent stance in regard to the Company`s regulatory capital requirements. This placing helps ensure that our resources are in excess of what the Board believes will be required for the foreseeable future“

Additional Details

The Placing is conditional, amongst other things, on:

•     the passing of the resolutions to be proposed at the Company’s general meeting referred to below; and

•     Admission of the New Ordinary Shares becoming effective by no later than 8.00 a.m. on 10 February 2018 (or such later time and/ or date as the Company may specify by an announcement to a Regulatory Information Service, being no later than 5.30 p.m. on 30 March 2018). 

The Placing is not being underwritten and the New Ordinary Shares are not being made available to the public. 

Application will be made to London Stock Exchange plc for the New Ordinary Shares to be admitted to trading on AIM. Subject to the satisfaction of the conditions referred to above, it is expected that admission will be effective, and dealings in the New Ordinary Shares will commence, at 8.00 a.m. on 12 February 2018.

The New Ordinary Shares will, when issued, rank pari passu in all respects with each other and with the existing ordinary shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of the ordinary shares after the date of issue of the New Ordinary Shares.

Notice of General Meeting

The Company also confirms that today it has dispatched a notice of general meeting to convene a meeting of shareholders at 24 Martin Lane, London EC4R 0DR at 10.00 a.m. on 9 February 2018 for the purpose of considering and, if thought fit, passing certain resolutions to give effect to the Placing.

For further information please contact:

WH Ireland Group plc                                                                          www.wh-ireland.co.uk

Richard Killingbeck, Chief Executive Officer                                              +44(0) 20 7220 1666