W.H. IRELAND GROUP PLC

Related Party Transaction • Nov 6, 2019

National Storage Mechanism | Additional information

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RNS Number : 5398S

W.H. Ireland Group PLC

06 November 2019

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:

Name of PDMR	Number of Placing Shares subscribed for at the Placing Price	Total shares held in the Company, assuming the Placing is completed	Total interest in the enlarged issued share capital
Phillip Wale, CEO	18,000	75,000	0.15%
Philip Shelley, Chair (elect)	260,414	760,414	1.56%
Victoria Raffé, Non-Executive Director	33,333	33,333	0.068%
Simon Lough, Non-Executive Director	104,166	319,167	0.66%
Stephen Ford, Executive Director (elect) and Head of Wealth	60,235	375,000*	0.77%
Alistair Buchanan (Non-Executive Director, elect)	208,333	208,333	0.43%
Yen Chang (Head of Compliance)	15,000	15,000	0.03%

*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.

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

N/A

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 transactions

Conditional Purchase of Ordinary Shares (subject only to GM)

c)

Price(s) and volume(s)

Type	Price(s)	Volume(s)
Purchase	48p	18,000

d)

Aggregated information

-     Aggregated volume

-     Price

18,000

48p

e)

Date of the transaction

6 November 2019

f)

Place of the transaction

London Stock Exchange, AIM

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Philip Shelley

2

Reason for the notification

a)

Position/status

Chair (elect)

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

N/A

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 transactions

Conditional Purchase of Ordinary Shares (subject only to GM)

c)

Price(s) and volume(s)

Type	Price(s)	Volume(s)
Purchase	48p	260,414

d)

Aggregated information

-     Aggregated volume

-     Price

260,414

48p

e)

Date of the transaction

6 November 2019

f)

Place of the transaction

London Stock Exchange, AIM

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Victoria Raffé

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

N/A

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 transactions

Conditional Purchase of Ordinary Shares (subject only to GM)

c)

Price(s) and volume(s)

Type	Price(s)	Volume(s)
Purchase	48p	33,333

d)

Aggregated information

-     Aggregated volume

-     Price

33,333

48p

e)

Date of the transaction

6 November 2019

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

N/A

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 transactions

Conditional Purchase of Ordinary Shares (subject only to GM)

c)

Price(s) and volume(s)

Type	Price(s)	Volume(s)
Purchase	48p	104,166

d)

Aggregated information

-     Aggregated volume

-     Price

104,166

48p

e)

Date of the transaction

6 November 2019

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 (elect) and Head of Wealth

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

N/A

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 transactions

Conditional Purchase of Ordinary Shares (subject only to GM)

c)

Price(s) and volume(s)

Type	Price(s)	Volume(s)
Purchase	48p	60,235

d)

Aggregated information

-     Aggregated volume

-     Price

60,235

48p

e)

Date of the transaction

6 November 2019

f)

Place of the transaction

London Stock Exchange, AIM

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Alistair Buchanan

2

Reason for the notification

a)

Position/status

Non-Executive Director (elect)

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

N/A

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 transactions

Conditional Purchase of Ordinary Shares (subject only to GM)

c)

Price(s) and volume(s)

Type	Price(s)	Volume(s)
Purchase	48p	208,333

d)

Aggregated information

-     Aggregated volume

-     Price

208,333

48p

e)

Date of the transaction

6 November 2019

f)

Place of the transaction

London Stock Exchange, AIM

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Yen Chang

2

Reason for the notification

a)

Position/status

Head of Compliance

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

N/A

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 transactions

Conditional Purchase of Ordinary Shares (subject only to GM)

c)

Price(s) and volume(s)

Type	Price(s)	Volume(s)
Purchase	48p	15,000

d)

Aggregated information

-     Aggregated volume

-     Price

15,000

48p

e)

Date of the transaction

6 November 2019

f)

Place of the transaction

London Stock Exchange, AIM

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