Result of Placing

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE EU MARKET ABUSE REGULATION (596/2014).

WH Ireland Group Plc

(“WH Ireland” or the “Company”)

Result of Placing

Notice of General Meeting

Related Party Transaction

PDMR Trading

The Company is pleased to announce that it has raised gross proceeds of £2.8million as result of the fundraising announced earlier today (the “Fundraising”).

A total of 5,827,397 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 48 pence per share (the “Issue Price”).

The Placing is subject to, inter alia, shareholder approval. The Placing Price represents a discount of approximately 2 per cent to the closing mid-market price of WH Ireland’s existing ordinary shares of 49 pence on 5 November 2019 (being the last business day prior to the announcement). The Placing Shares represent approximately 12 per cent. of the Company’s enlarged issued share capital.

The Company intends that the net proceeds of the Placing will be used to create a significant buffer to its minimum regulatory capital position.

Commenting on the transaction, Phillip Wale, Chief Executive Officer said:

“We are delighted with the support from new and existing shareholders. This Placing, along with the anticipation of a return to monthly profitability for the Company by the start of the new financial year, will strongly position the Group to exploit the opportunities available to it over the coming months from both a transactional and a recruitment perspective.”

Related Party Transaction

As part of the Placing, Polygon Global Partners Limited have subscribed for 1,750,366 Placing Shares, which would increase their total interest in Ordinary Shares in the Company to 14,543,522 Ordinary Shares (including 1,210,278 held by way of a CFD) and accordingly if the Placing becomes unconditional and proceeds to completion, Polygon would be interested in, or hold exposure to, 29.86% of the Company’s enlarged voting rights. 

As part of the Placing, M&G Investments Limited have subscribed for 885,889 Placing Shares, which, if the Placing becomes unconditional and proceeds to completion, would increase their total holding to approximately 7,301,333 Ordinary Shares and 14.99% 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:

*of which 93,827 Ordinary Shares are held by his wife

As Polygon and M&G are substantial shareholders in the Company, and Phillip Wale, Philip Shelley, Victoria Raffe and Simon Lough are directors of the Company, this transaction is considered to be a related party transaction under the AIM Rules for Companies. The Directors of the Company, excluding those who are participating in the Placing, having consulted with the Company’s Nominated Adviser, SPARK Advisory Partners Limited, consider that the terms of the transaction 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 9.30 a.m. on 22 November 2019 for the purpose of considering and, if thought fit, passing certain resolutions to give effect to the Placing and also the NED Scheme, the details of which were set out in the announcement (timed at 7.15am) made earlier today.

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

Andrew Emmottt                                                                                                             +44(0) 20 3368 3551

MHP Communications                                                                                                  +44(0)20 3128 8793

Reg Hoare

The information below, set out in accordance with the requirements of the EU Market Abuse Regulation, provides further detail on shares acquired.