Result of Placing

This announcement contains certain inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (“MAR”), and is disclosed in accordance with the Company’s obligations under Article 17 of MAR.

WH Ireland Group Plc

(“WH Ireland” or the “Company”

and with its subsidiaries the “Group”)

Result of Placing

WH Ireland Group Plc (AIM:WHI) confirms further to its announcement of 7.00 a.m. (London time) on 28 July 2023 (the “Announcement“), that it has successfully closed the Placing.

Capitalised terms used but not otherwise defined in this announcement shall have the meanings ascribed to such terms in the Announcement, unless the context requires otherwise.

Subject to the satisfaction of the conditions referred to below, the Placing has raised, in aggregate, gross proceeds of £5 million through the placing of 166,666,667 Ordinary Shares (the “Placing Shares“) with certain institutional and other investors at a price of 3 pence per share (the “Placing Price“).

The Placing is conditional, inter alia, upon:

·    the passing of the Resolutions;

·    the delivery by the Company to the Broker of certain documents required under the Placing Agreement;

·    the Company having fully performed its obligations under the Placing Agreement (to the extent that such obligations fall to be performed prior to Admission); and

·    the Placing Agreement having become unconditional and not having been terminated by the Broker in accordance with its terms.

As confirmed in the Announcement, Shareholders which together hold, or are able to control the voting in respect of, Ordinary Shares representing approximately (i) 37.84 per cent. of the Ordinary Shares expected to be entitled to vote on the Rule 9 Waiver Resolution, have irrevocably undertaken to vote in favour of the Resolution to approve the Rule 9 Waiver; and (ii) 63.05 per cent. of the Existing Ordinary Shares, have irrevocably undertaken to vote in favour of the other Resolutions. 

In addition, the Company has received letters of intent which together hold, or are able to control the voting in respect of, Ordinary Shares representing approximately (i) 20.54 per cent. of the Ordinary Shares expected to be entitled to vote on the Rule 9 Waiver Resolution, to vote in favour of the Resolution to approve the Rule 9 Waiver; and (ii) 15.25 per cent. of the Existing Ordinary Shares the Resolutions, to vote in favour of the other Resolutions.

Therefore, the Company has received irrevocable undertakings and letters of intent to vote in favour of the Resolutions in respect of 58.37 per cent. of the Ordinary Shares expected to be entitled to vote on the Rule 9 Waiver Resolution to approve the Rule 9 Waiver and 78.30 per cent. of the Existing Ordinary Shares in respect of the other Resolutions.

Use of Proceeds

The net proceeds of the Placing (£4.9m) will be used:

·    for FCA regulatory capital requirements;

·    to fund the costs associated with the Group’s cost cutting exercise;

·    for the provision of certain discretionary bonuses for retention purposes in the WM division from the prior financial year; and

·    for working capital purposes.

Salary Sacrifice

Phillip Wale has agreed to sacrifice c. 30 per cent. of his salary in consideration of being awarded with options to subscribe, at nil cost, for 6,666,666 New Ordinary Shares, with such options vesting on a monthly basis over such period and (subject to vesting) which may be exercised in the period of ten years following the date of vesting.  Vesting is subject to his remaining an employee of the Company at the relevant time.  In addition, Simon Jackson and Michael Bishop have each agreed to sacrifice a proportion of their respective salaries in consideration of being awarded with options to subscribe, at nil cost, for 3,066,666 and 3,333,333 New Ordinary Shares, respectively, and otherwise on the same terms.  These salary sacrifice arrangements are subject to the passing of the relevant Resolutions at the General Meeting.

Participation by TFG Asset Management UK

TFG Asset Management UK is currently interested in 18,576,022 Ordinary Shares (including 1,310,278 by way of contracts for differences) which carry 28.51 per cent. of the Company’s voting rights. Pursuant to the Placing, TFG Asset Management UK has agreed (on behalf of the Polygon Funds) that the Polygon Funds will subscribe for 45,270,601 Placing Shares and will be interested in a further 27,620,119 Placing Shares pursuant to contracts for differences (“CFD“) entered into with the CFD counterparties. Accordingly, following completion of the Placing, TFG Asset Management UK (taking into account New Ordinary Shares held directly by the Polygon Funds and New Ordinary Shares held by CFD Counterparties) would be interested (for the purpose of the City Code) in New Ordinary Shares carrying 30 per cent. or more of the Company’s voting share capital, which would ordinarily result in TFG Asset Management UK having to make a mandatory offer under Rule 9 of the City Code.

In the event that the Resolution to approve the Rule 9 Waiver is approved, and on the assumption that the Placing is completed, and that no person exercises any options or other rights to subscribe for Ordinary Shares or New Ordinary Shares, as at Admission, the aggregate interest of TFG Asset Management UK (and any persons acting in concert with it) in shares which carry voting rights in the Company (for the purpose of the City Code) would increase from 28.51 per cent. to 38.76 per cent.

Rule 9 Waiver Proposals

The Directors, who have been so advised by Canaccord Genuity, consider the Rule 9 Waiver Proposals to be fair and reasonable and in the best interests of the Shareholders and the Company as a whole. In providing advice to the Directors, Canaccord Genuity has taken into account the Directors’ commercial assessments.

Related Party Transactions

As TFG Asset Management UK is a substantial shareholder in the Company, the allotment and issue of the TFG Asset Management UK Placing Shares constitutes a related party transactions for the purpose of the AIM Rules. The Directors consider, having consulted with Canaccord Genuity, the Company’s nominated adviser, that the terms of the participation in the Placing by TFG Asset Management UK is fair and reasonable in so far as Shareholders are concerned.

As Phillip Wale and Simon Jackson are Directors of the Company, the grant of the Salary Sacrifice Options to Phillip Wale and Simon Jackson constitutes a related party transaction for the purpose of the AIM Rules. The Directors (other than Phillip Wale and Simon Jackson who are not independent for this purpose) consider, having consulted with Canaccord Genuity, the Company’s nominated adviser, that the terms of this grant of Salary Sacrifice Options are fair and reasonable in so far as Shareholders are concerned.

Shares in lieu of fees

The Company is issuing Harry Ansell 4,166,666 New Ordinary Shares in satisfaction of advisory fees to the Company in connection with the Placing (“Fee Shares“).

Recommendation

The Directors, who have been so advised by Canaccord Genuity, consider the Rule 9 Waiver Proposals to be fair and reasonable and in the best interests of the Shareholders and the Company as a whole. In providing advice to the Directors, Canaccord Genuity has taken into account the Directors’ commercial assessments.

In addition, the Directors consider that all of the other Resolutions are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of all the Resolutions as the Directors have irrevocably undertaken to do in respect of their entire beneficial holdings, amounting in aggregate to 785,605 Ordinary Shares, representing approximately 1.21 per cent. of the Ordinary Shares.

Commenting, Phillip Wale, CEO said “The proceeds of today’s Placing bolsters our regulatory capital and together with the cost reductions we are implementing, we believe provide a stable platform from which the Company can navigate these challenging markets. I am grateful for the support of our existing and new shareholders and believe we are in a stronger position to take advantage of better market conditions as and when they come.”

Admission and Total Voting Rights

Subject to all resolutions being passed at the General Meeting, application will be made to the London Stock Exchange for admission of the New Ordinary Shares and Fee Shares to trading on AIM. It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence on AIM at 8.00 a.m. on or around 15 August 2023 (or such later date as may be agreed between the Company and the Bookrunner, but no later than 29 September 2023).

The New Ordinary Shares and Fee Shares will be issued fully paid and will rank pari passu in all respects with the Company’s existing Ordinary Shares.

Following Admission, the total number of Ordinary Shares in the capital of the Company in issue will be 235,986,209 with voting rights. This figure 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’s share capital pursuant to (i) the Company’s Articles, (ii) the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules and/or (iii) the AIM Rules for Companies issued by the London Stock Exchange plc as amended from time to time.

For further information, please contact:

WH Ireland Group plc

Phillip Wale, Chief Executive Officer                 

www.whirelandplc.com                                                          

T: +44 (0)20 7 220 1666

WH Ireland Limited (as Broker to the Placing)

Harry Ansell/Dan Bristowe/Katy Mitchell

T: +44 (0)20 7 220 1666

Canaccord Genuity Limited (Nominated Adviser and Joint Broker to the Company)

Emma Gabriel/Harry Rees

www.canaccordgenuity.com

T: +44 (0)20 7523 8000

MHP Communications

Reg Hoare / Charles Hirst

whireland@mhpgroup.com

T: +44 (0) 20 3128 8793