Employee share plans, director dealing(s) and TVR

WH Ireland Group plc

(“WH Ireland” or the “Company”)

Employee share plans, director dealing(s) and total voting rights

Employee share plans

WH Ireland announces that on 2 November 2011 Paul Compton, Chief Executive of the Company, and the WH Ireland Group plc Employee Share Ownership Trust (“ESOT”) entered into a joint share ownership agreement (“JSOA”) over ordinary shares of 5p each in the Company (“Shares”). 

The Company has also established a Save As You Earn scheme (“SAYE”) and operates a Company Share Option Plan (“CSOP”).  Both the SAYE and the CSOP are approved by H.M. Revenue and Customs.

JSOA

Under the terms of the JSOA, on 2 November 2011 2,128,000 Shares (“New Shares”) were issued, to be held jointly between Mr. Compton and the ESOT.

These replace an option which Mr. Compton has surrendered over 2,128,000 Shares which was granted to him on 23 July 2010, had an exercise price of 36.75p per Share and was exercisable between the 3^rd and 10^th anniversary of grant.

The commercial terms under which the New Shares are jointly held mirror the commercial terms of the option that was surrendered and the 2,128,000 New Shares will not be aggregated with Mr. Compton’s existing shareholdings unless and until the awards vest.

Application has been made for the 2,128,000 New Shares to be admitted to trading on the AIM market of London Stock Exchange plc (“Admission”).  The New Shares will rank pari passu with the Company’s existing Shares and Admission is expected to become effective on 8 November 2011.

Following Admission Mr. Compton will hold the following interests in the share capital of the Company:

CSOP

On 2 November 2011 options over 662,500 Shares were granted to employees of the Company under the terms of the CSOP.  The options are exercisable at a price of 57p per Ordinary Share at any time between 2 November 2014 and 2 November 2021.  The Directors listed below received options as follows:

Total Voting Rights

Following Admission, the Company will have 23,424,606 Shares in issue, of which 211,822 are held in Treasury.  The total number of voting rights in the Company will therefore be 23,212,784.

The above figure (23,212,784) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company, under the FSA’s Disclosure and Transparency Rules.

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