Result of Placing and Notice of General Meeting

WH Ireland Group Plc

(“WH Ireland” or the “Company” or the “Group”)

Result of Placing

Notice of General Meeting

Related Party Transactions

PDMR Trading

The Company is pleased to announce that it has raised gross proceeds of £4.95million as result of the fundraising announced earlier today (the “Fundraising”).

A total of 11million new ordinary shares in the capital of the Company (“Ordinary Shares”) have been conditionally placed by WH Ireland Limited with new and existing investors (the “Placing”) at a price of 45 pence per share (the “Issue Price”).

The Placing is subject to, inter alia, shareholder approval. The Placing Price represents a discount of approximately 30 per cent to the closing mid-market price of WH Ireland’s existing ordinary shares of 64 pence on 4 March 2019 (being the last business day prior to the announcement). The Placing Shares will represent approximately 25.7 per cent. of the Company’s enlarged issued share capital.

The Company intends that the net proceeds of the Placing will be used for regulatory capital purposes and also for working capital.

Commenting on the transaction, Phillip Wale, Chief Executive Officer said: “We are delighted with the support from new and existing shareholders, who are committed to the next stage of the Company’s growth and development and I look forward to updating shareholders as our plans for WH Ireland progress.“

Related Party Transactions

As part of the Placing, Polygon Global Partners Limited have subscribed for 3,320,752 Placing Shares, which would increase their total holding to 11,582,878 Ordinary Shares. Polygon’s interest includes a contract for difference in respect of 1,210,278 Ordinary Shares and accordingly if the Placing becomes unconditional and proceeds to completion, Polygon would be interested in, or hold exposure to, 29.84% of the Company’s enlarged voting rights, assuming the contract for difference remains in place. 

As part of the Placing, M&G Investments Limited have subscribed for 1,890,365 Placing Shares, which, if the Placing becomes unconditional and proceeds to completion, would increase their total holding to approximately 6,415,444 Ordinary Shares and 14.96% of the Company’s Enlarged Issued Share Capital.

The Company also confirms that as part of the Placing the following PDMRs have agreed to subscribe for the following Placing Shares:

As Polygon and M&G are substantial shareholders in the Company, and Phillip Wale and Timothy Steel are directors of the Company, these transactions are considered to be related party transactions under the AIM Rules for Companies. The Directors of the Company, excluding those who are participating, having consulted with the Company’s Nominated Adviser, SPARK Advisory Partners Limited, consider that the terms of the transactions are fair and reasonable insofar as the shareholders are concerned.

Notice of General Meeting

The Company also confirms that it will today dispatch a notice of general meeting to convene a meeting of shareholders at 24 Martin Lane, London EC4R 0DR at 1.00 p.m. on 21 March 2019 for the purpose of considering and, if thought fit, passing certain resolutions to give effect to the Placing.

Copies of the circular will shortly be posted to shareholders and will be available on the Company’s website www.whirelandplc.com

WH Ireland Group plc                                                                                             www.whirelandplc.com

Phillip Wale, Chief Executive Officer                                                                     +44(0) 20 7220 1666           

WH Ireland Limited (as Broker)

Harry Ansell and Dan Bristowe                                                                              +44(0) 20 7220 1666

SPARK Advisory Partners Limited

Mark Brady/Miriam Greenwood                                                                           +44(0) 20 3368 3551