TIDMWHI
RNS Number : 9308R
W.H. Ireland Group PLC
05 March 2019
WH Ireland Group Plc
("WH Ireland" or the "Company" or the "Group")
Result of Placing
Notice of General Meeting
Related Party Transactions
PDMR Trading
The Company is pleased to announce that it has raised gross
proceeds of GBP4.95million as result of the fundraising announced
earlier today (the "Fundraising").
A total of 11million 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 45 pence per share (the "Issue Price").
The Placing is subject to, inter alia, shareholder approval. The
Placing Price represents a discount of approximately 30 per cent to
the closing mid-market price of WH Ireland's existing ordinary
shares of 64 pence on 4 March 2019 (being the last business day
prior to the announcement). The Placing Shares will represent
approximately 25.7 per cent. of the Company's enlarged issued share
capital.
The Company intends that the net proceeds of the Placing will be
used for regulatory capital purposes and also for working
capital.
Commenting on the transaction, Phillip Wale, Chief Executive
Officer said: "We are delighted with the support from new and
existing shareholders, who are committed to the next stage of the
Company's growth and development and I look forward to updating
shareholders as our plans for WH Ireland progress."
Related Party Transactions
As part of the Placing, Polygon Global Partners Limited have
subscribed for 3,320,752 Placing Shares, which would increase their
total holding to 11,582,878 Ordinary Shares. Polygon's interest
includes a contract for difference in respect of 1,210,278 Ordinary
Shares and accordingly if the Placing becomes unconditional and
proceeds to completion, Polygon would be interested in, or hold
exposure to, 29.84% of the Company's enlarged voting rights,
assuming the contract for difference remains in place.
As part of the Placing, M&G Investments Limited have
subscribed for 1,890,365 Placing Shares, which, if the Placing
becomes unconditional and proceeds to completion, would increase
their total holding to approximately 6,415,444 Ordinary Shares and
14.96% 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 Total Shares held Total interest
Shares subscribed in the Company, in the Enlarged
for at the Placing assuming the Placing Issued Share Capital
Price is completed
Phillip Wale,
CEO 32,500 32,500 0.07%
-------------------- ---------------------- ----------------------
Timothy Steel,
Chairman 25,000 25,000 0.06%
-------------------- ---------------------- ----------------------
Stephen Ford,
Head of Wealth 111,111 111,111 0.26%
-------------------- ---------------------- ----------------------
Adam Pollock,
Head of CIB 22,222 245,159[1] 0.57%
-------------------- ---------------------- ----------------------
As Polygon and M&G are substantial shareholders in the
Company, and Phillip Wale and Timothy Steel are directors of the
Company, these transactions are considered to be related party
transactions under the AIM Rules for Companies. The Directors of
the Company, excluding those who are participating, having
consulted with the Company's Nominated Adviser, SPARK Advisory
Partners Limited, consider that the terms of the transactions 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 1.00 p.m. on 21 March 2019 for the
purpose of considering and, if thought fit, passing certain
resolutions to give effect to the Placing.
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
Mark Brady/Miriam Greenwood +44(0) 20 3368 3551
[1] 45,159 Ordinary Shares are held through Adam Pollock's SIPP
with AJ Bell Securities. In addition, Adam holds a joint interest
in 200,000 Ordinary Shares with the WH Ireland Group Employee Share
Ownership Trust. Further details of this interest are set out in
the announcement dated 31 May 2017
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END
MSCQELFBKXFBBBV
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