Director/PDMR Shareholding

WH Ireland Group plc

(“WH Ireland” or the “Company”)

Director’s dealing

WH Ireland announces that on 28 October 2013, Richard Killingbeck, Chief Executive Officer of the Company, and the WH Ireland Group plc Employee Share Ownership Trust (“ESOT“) entered into a joint share ownership agreement (“JSOA“) in relation to 1,000,000 ordinary shares of 5p each in the Company (“JSOA Shares“). 

Under the terms of the JSOA, Richard Killingbeck has an option to acquire the ESOT’s interest in the JSOA Shares at a maximum price of £0.745 per Share (the “Exercise Price“) at any time between 28 October 2016 and 28 October 2023.  The Exercise Price is subject to a formula based on a total return to WH Ireland shareholders over a 3 year period.  It is dependent on the mid-market price of an ordinary share of 5p in the Company (an “Ordinary Share“) on 28 October 2016 together with the aggregate dividends paid on an Ordinary Share over the preceding 3 year period (the “3 Year Value“).  The main terms of the formula are that, in the event that the 3 Year Value is:

·     less than or equal to £1.15, the Exercise Price will be £0.745

·     £2.00 or more, the Exercise Price will be nil; and

·     between £1.15 and £2.00 the Exercise Price will decrease on a sliding scale from £0.745 to nil.

This arrangement replaces a binding commitment that WH Ireland entered into with Mr Killingbeck prior to his appointment as Chief Executive Officer of the Company, entitling him to be granted an option over 473,787 Ordinary Shares, the terms of which were contained in an announcement made by the Company on 12 November 2012.

Following entering into the JSOA, Mr. Killingbeck will hold the following interests in the share capital of the Company:

*    Under the WH Ireland Save As You Earn Scheme (SAYE), assuming Mr Killingbeck continues to contribute at the full amount defined in his savings contract, this is the maximum number of Ordinary Shares that Mr Killingbeck will have an option to acquire under the terms of the SAYE.

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