THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU No. 596/2014) (“MAR”). THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
WH Ireland Group Plc
(“WH Ireland” or the “Company”)
Result of Placing
Notice of General Meeting
Related Party Transaction
PDMR Notification
The Company is pleased to announce that it has raised gross proceeds of £5.3 million as result of the fundraising announced earlier today (the “Placing“).
A total of 13,250,000 new ordinary shares in the capital of the Company (“Placing Shares“) have been conditionally placed by WH Ireland Limited with new and existing investors at a price of 40 pence per share (the “Issue Price“).
The Placing is subject to, inter alia, shareholder approval. The Placing Price represents a discount of approximately 3.6 per cent to the closing price of WH Ireland’s existing ordinary shares of 41.5 pence on 27 November 2020 (being the last business day prior to the announcement). The Placing Shares represent approximately 21 per cent. of the Company’s enlarged issued share capital.
The Placing proceeds will be used to fund the acquisition of Harpsden Wealth Management Limited, an independent financial advisory and wealth management company, as described in the Company’s announcement this morning.
Related Party Transaction
Certain shareholders, being substantial shareholders in the Company as defined in the AIM Rules, have conditionally agreed to participate in the Placing as follows:
|
|
As at the Last Practicable Date |
Placing |
On Admission |
||
|
|
Ordinary Shares |
Percentage of Issued Share Capital (%) |
Number of Placing Shares |
Ordinary Shares |
Percentage of Issued Share Capital (%) |
|
Polygon Global Partners LLP |
14,543,5221 |
29.85% |
4,032,500 |
18,576,022 |
29.97% |
|
M&G Investment Management Ltd |
7,301,333 |
14.98% |
1,990,000 |
9,291,333 |
14.99% |
1. including 1,310,278 held by way of various CFDs
Philip Shelley, Phillip Wale, Simon Lough and Stephen Ford being directors of the Company and therefore related parties to the Company as defined in the AIM Rules, have conditionally agreed to subscribe for an aggregate of 627,195 Placing Shares in the Placing as detailed below:
|
Name |
Role |
Number of Placing Shares |
Number of Ordinary Shares held following Admission |
Percentage of the Enlarged Share Capital (%) |
|
Philip Shelley |
Non-Executive Chairman |
374,978 |
1,447,993 |
2.34% |
|
Phillip Wale |
CEO |
18,000 |
130,000 |
0.21% |
|
Stephen Ford |
Executive Director and Head of WM |
109,217 |
479,217 |
0.77% |
|
Simon Lough |
Non-Executive Director |
125,000 |
454,583 |
0.73% |
The participation of certain Directors (or their associates) and certain substantial shareholders in the Placing is a related party transaction for the purpose of Rule 13 of the AIM Rules. The Independent Directors (being those Directors who have not participated in the Placing) consider, having consulted with Spark Advisory Partners Limited, the Company’s Nominated Adviser, that the terms of the transaction are fair and reasonable insofar as shareholders are concerned.
Further information contained in the appendix to this notification is disclosed in accordance with the requirements of the EU Market Abuse Regulation.
General Meeting
The Company also confirms that it will dispatch a Circular and notice of general meeting to convene a meeting of shareholders at 24 Martin Lane, London EC4R 0DR at 10.00 a.m. on 18 December 2020 for the purpose of considering and, if thought fit, passing certain resolutions to give effect to the Placing and the Conditional Acquisition.
The Circular will set out arrangements for the General Meeting in light of the current British Government restrictions placed on public gatherings in response to the COVID-19 outbreak. Under the current prohibition on non-essential travel and public gatherings, it will not be possible for Shareholders to attend the General Meeting in person. Shareholders are strongly urged to vote by proxy in advance of the deadline by completing their form of proxy in accordance with the instructions and further details are set out in the Circular and the form of proxy. The Company will continue to monitor the restrictions in place in response to COVID-19 and, if circumstances change, it will consider if it is appropriate to open the Annual General Meeting for attendance by shareholders in person. If this is the case, an update will be given on the Company’s website and an announcement will be made via a Regulatory Information Service.
Copies of the circular will shortly be posted to shareholders tomorrow and will be available from that date on the Company’s website: www.whirelandplc.com
Admission to Trading on AIM
Application will be made to the London Stock Exchange for admission to trading of the Placing Shares on AIM. Subject to the Resolutions being passed at the General Meeting, it is expected that settlement of any such shares and Admission will become effective on or around 21 December 2020 and that dealings in the Placing Shares will commence at that time.
END.
For further information please contact:
|
WH Ireland Group plc |
|||
|
Phillip Wale, CEO |
+44(0) 20 7220 1666 |
||
|
SPARK Advisory Partners Limited |
|
||
|
Andrew Emmott |
+44 (0) 20 3368 3555 |
||
|
+44 (0) 20 3128 8793 |
||
|
Asgard Partners Alexander Rix |
+44 (0) 20 7653 9011 |
The information below, set out in accordance with the requirements of the EU Market Abuse Regulation, provides further detail on shares acquired.
|
1 |
Details of the person discharging managerial responsibilities/person closely associated |
|
|
a) |
Name |
Phillip Wale |
|
2 |
Reason for the notification |
|
|
a) |
Position/status |
CEO |
|
b) |
Initial notification/ Amendment |
Initial Notification |
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|
|
a) |
Name |
WH Ireland Group plc |
|
b) |
LEI |
213800HB9TO5O4WD6S66 |
|
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|
|
a) |
Description of the financial instrument, type of instrument
Identification code |
Ordinary shares of 5p
GB0009241885 |
|
b) |
Nature of the transaction |
Conditional purchase of Ordinary Shares (subject only to GM) |
|
c) |
Price(s) and volume(s) |
18,000 ordinary shares at 40p |
|
d) |
Aggregated information – Aggregated volume – Price |
18,000 ordinary shares 40p |
|
e) |
Date of the transaction |
30 November 2020 |
|
f) |
Place of the transaction |
London Stock Exchange, AIM |
|
1 |
Details of the person discharging managerial responsibilities/person closely associated |
|
|
a) |
Name |
Phillip Shelley |
|
2 |
Reason for the notification |
|
|
a) |
Position/status |
Chairman |
|
b) |
Initial notification/ Amendment |
Initial Notification |
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|
|
a) |
Name |
WH Ireland Group plc |
|
b) |
LEI |
213800HB9TO5O4WD6S66 |
|
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|
|
a) |
Description of the financial instrument, type of instrument
Identification code |
Ordinary shares of 5p
GB0009241885 |
|
b) |
Nature of the transaction |
Conditional purchase of Ordinary Shares (subject only to GM) |
|
c) |
Price(s) and volume(s) |
374,978 ordinary shares at 40p |
|
d) |
Aggregated information – Aggregated volume – Price |
374,978 ordinary shares 40p |
|
e) |
Date of the transaction |
30 November 2020 |
|
f) |
Place of the transaction |
London Stock Exchange, AIM |
|
1 |
Details of the person discharging managerial responsibilities/person closely associated |
|
|
a) |
Name |
Stephen Ford |
|
2 |
Reason for the notification |
|
|
a) |
Position/status |
Executive Director and Head of WM |
|
b) |
Initial notification/ Amendment |
Initial Notification |
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|
|
a) |
Name |
WH Ireland Group plc |
|
b) |
LEI |
213800HB9TO5O4WD6S66 |
|
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|
|
a) |
Description of the financial instrument, type of instrument
Identification code |
Ordinary shares of 5p
GB0009241885 |
|
b) |
Nature of the transaction |
Conditional purchase of Ordinary Shares (subject only to GM) |
|
c) |
Price(s) and volume(s) |
109,217 ordinary shares at 40p |
|
d) |
Aggregated information – Aggregated volume – Price |
109,217 ordinary shares 40p |
|
e) |
Date of the transaction |
30 November 2020 |
|
f) |
Place of the transaction |
London Stock Exchange, AIM |
|
1 |
Details of the person discharging managerial responsibilities/person closely associated |
|
|
a) |
Name |
Simon Lough |
|
2 |
Reason for the notification |
|
|
a) |
Position/status |
Non-executive Director |
|
b) |
Initial notification/ Amendment |
Initial Notification |
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|
|
a) |
Name |
WH Ireland Group plc |
|
b) |
LEI |
213800HB9TO5O4WD6S66 |
|
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|
|
a) |
Description of the financial instrument, type of instrument
Identification code |
Ordinary shares of 5p
GB0009241885 |
|
b) |
Nature of the transaction |
Conditional purchase of Ordinary Shares (subject only to GM) |
|
c) |
Price(s) and volume(s) |
125,000 ordinary shares at 40p |
|
d) |
Aggregated information – Aggregated volume – Price |
125,000 ordinary shares 40p |
|
e) |
Date of the transaction |
30 November 2020 |
|
f) |
Place of the transaction |
London Stock Exchange, AIM |
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