REG - W.H. Ireland Group - Conditional disposal of Wealth Management Business

WH IrelandAnnouncement

22/09/2025 07:30

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RNS Number : 2206A  W.H. Ireland Group PLC  22 September 2025

This announcement contains inside information for the purposes of Article 7 of
the UK Market Abuse Regulation. Upon the publication of this announcement,
this inside information is now considered to be in the public domain.

22 September 2025

W. H. Ireland Group Plc

("WH Ireland" or the "Company" and with its subsidiaries the "Group")

 

Conditional disposal of Wealth Management Business.

Proposed Cancellation of admission to AIM

Trading Update

Notice of General Meeting

WH Ireland announces that its subsidiary WH Ireland Limited ("WHIL") has
entered into a conditional asset purchase agreement ("APA") with Oberon
Investments Limited ("Oberon") for the disposal of the business and assets of
its wealth management business (the "Transaction") for consideration of £1m,
to be paid in cash at completion, plus the assumption of certain contractual
liabilities by Oberon. Subject to the satisfaction of certain conditions, as
detailed below, it is anticipated that completion of the Transaction will
occur on or around 31 October 2025 ("Completion").

Summary

·    Sale of the Wealth Management Business

·    Total Consideration of £1m

·    Proposed delisting of the Company's shares from trading on AIM and
associated winddown

Background to the Transaction

The Transaction follows the disposal of the Company's Capital Markets division
in July 2024 and reflects the Board's assessment of the future of the Wealth
Management business and the continuing consolidation in the wealth management
market. In that context, the Company has had strategic conversations with a
number of potential counterparties. In some cases, these discussions have been
prolonged and extensive and have led to advanced negotiations that have not
come to fruition.

Despite implementing further cost-saving measures, the Group's Wealth
Management business continues to be loss-making and would require substantial
investment to achieve sustainable profitability, but the Board believes that a
further capital raise to fund such investment would be highly dilutive and
difficult to execute in current circumstances. Against this backdrop, the
Board believes that the Transaction with Oberon represents the best available
outcome for stakeholders.

The Transaction constitutes a fundamental change of business under AIM Rule 15
and is therefore conditional upon shareholder approval at a general meeting of
the Company. If approved, following the completion of the Transaction the
Company will have divested all of its trading business and activities and will
be regarded as an AIM Rule 15 cash shell. As such, technically the Company
will be required to make an acquisition, or acquisitions, which constitutes a
reverse takeover under AIM Rule 14 (including seeking re-admission under the
AIM Rules for Companies) within six months from the date of completion of the
Transaction. However, given the Board's intention is to seek a delisting of
the Company's shares from trading on AIM as part of this process, the Board is
not considering making any such acquisition.

Completion of the Transaction is conditional upon (i) the passing of the
resolution at the upcoming general meeting to approve the Transaction for the
purposes of Rule 15 of the AIM Rules and (ii) WHIL's custodial services
agreement with SEI Investments (Europe) Limited ("SEI") being novated to
Oberon at Completion.

In the event that any of the conditions to the APA have not been satisfied or
waived on or before 5.00 p.m. on 31 December 2025 (the "Long Stop Date"), the
APA shall terminate and neither party shall have any obligation to the other,
save in respect of any antecedent breach of the APA.

In addition, and without prejudice to any other remedies or accrued rights
which it may have, Oberon may terminate the APA at any time prior to
Completion upon the occurrence of certain specified materially adverse events.

Escrow Arrangements

WHIL's current custodial services agreement with SEI in respect of custody and
settlement services for clients will at Completion be novated to Oberon.
Oberon will be liable to pay SEI's costs and charges for such time as SEI
continues to provide its custodial services to Oberon under the novated
custodial services agreement.

Unless Oberon decides to keep using SEI's custodial services platform that
custodial services agreement will be terminated and, in these circumstances,
WHIL will indemnify Oberon in respect of the termination costs of that
custodial services agreement for the remainder of its fixed term, currently
running to February 2027 (or such earlier date as the parties might agree). By
way of security for such contingent liability, WHIL will deposit the amount of
£900,000 into an escrow account at Completion in support of its liability for
such termination costs beyond a specified date. Where applicable, the excess
amounts secured by the escrow amount would be released to WHIL. The exact
amount that will be returned to WHIL from the escrow arrangement is dependent
on the outcome of the various scenarios detailed in the APA. However, at this
stage there can be no guarantee that any of the escrow monies will be returned
to WHIL.

Trading Update

Further to the announcement of 5 September 2025, the Company now intends to
release its annual results for the year ended 31 March 2025 ("FY2025") on or
around 24 September 2025, and accordingly the Directors provide the following
unaudited trading update for FY2025 in advance of that release.

Early in the financial year, in July 2024, the Group successfully completed
the sale of its Capital Markets ("CM") division, which was structured on a
deferred consideration basis. A contingent consideration of £1.1m has been
recorded in relation to the successful disposal of the CM division as of 31
March 2025, based on projected revenue to be generated by the buyer within the
12 months following the acquisition. Following this divestment, the Group
shifted its focus to the continued operation and development of its Wealth
Management business, while also exploring potential strategic opportunities as
they arose.

However, during FY2025, the Wealth Management business was impacted by market
declines and the resignation of key financial planners from the Group's Henley
office all of which resulted in total assets under management falling to
£1.0bn* at the FY2025 year-end (31 March 2024 ("FY2024"): £1.2bn). Group
revenue for FY2025 fell to c.£13.2m* (FY2024: £21.5m). The Company expects
to report an anticipated Group loss for FY2025 of c.£9.2m* (FY2024: £5.9m),
which also incorporates an impairment of the goodwill and assets held for sale
of the Group of c.£6.1m*.

The pro-forma underlying loss before tax for FY2025 is expected to be
c.£1.9m* (FY2024: loss of £2.5m). Revenue from the CM division was
recognised until the completion of its sale on 12 July 2024, and accordingly
the revenue for the remaining Wealth Management business for FY2025 is
expected to be c.£10m* and the loss before tax for the remaining Wealth
Management business for FY2025 is expected to be c.£9.2m* (including the
impairment referenced above).

The Group continues to be loss-making on an underlying basis, with the
Directors current expectations being for a further fall in annualised revenue
to circa £8m* for the 12 months ended 31 March 2026, in part due to its
inability to grow revenue by attracting new teams and clients and retain its
existing major revenue generating staff. In addition, whilst some cost cutting
exercises have been implemented during the year, as a regulated and listed
entity the Group's ability to cut costs any further is limited.

With the divestment of the CM division and the planned sale of the Wealth
Management business under the Transaction, the Group now intends to delist
from the AIM market and commence a process of winding down its operations.

Net cash at year-end for FY2025 was £3.5m* (FY2024: £4.9m).

(* unaudited)

Proposed Cancellation

Following Completion, the Board intends to implement a wind-down of the Group
by way of a liquidation and to return any remaining distributable reserves to
shareholders once all liabilities, transaction costs and wind-down expenses
have been settled. In that context, the Directors have conducted a review of
the advantages and disadvantages of having the Company's ordinary shares
trading on AIM, a market of the London Stock Exchange and have unanimously
concluded that as a result of the Transaction and, in any event, given the
significant costs involved, there is insufficient benefit in maintaining the
Admission.

Accordingly, the Company proposes the cancellation of admission of its
ordinary shares to trading on AIM under AIM Rule 41 (the "Cancellation"),
which will be put to shareholders at the same general meeting. More details of
the Cancellation and the risks associated with it are set out at the end of
this announcement.

As set out above, if approved, following the completion of the Transaction the
Company will have divested all of its trading business and activities and will
be regarded as an AIM Rule 15 cash shell. It should be noted that if the
Transaction is approved by shareholders and completes but the Cancellation is
not approved by shareholders and if the Company does not complete a reverse
takeover under AIM Rule 14 within six months of becoming an AIM Rule 15 cash
shell, the London Stock Exchange will suspend trading in the Company's shares
from trading on AIM.

Proposed Dividend

Following Completion, the Cancellation and the successful winddown of the
Group, the Directors expect that any distributable reserves remaining in the
Group will be returned to shareholders after settlement of all outstanding
liabilities, transaction costs, and wind-down expenses. Whilst it is
impossible to guarantee the timescale for this process or the quantum of this
distribution due to the nature of a wind-down situation, the Board currently
anticipates that this will be approximately 0.5p per Ordinary Share and
distributed within twelve months of Completion.

Recommendation

The Directors unanimously consider the Transaction and the Cancellation to be
in the best interests of the Company and its shareholders and all other
stakeholders as a whole and intend to vote in favour of the resolutions in
respect of their own beneficial holdings amounting in aggregate to 0.10 per
cent. of the Company's issued ordinary share capital.

Notice of General Meeting

A circular containing further details of the Transaction and the Cancellation,
together with the notice of general meeting, will be posted to shareholders on
or around 23 September 2025 and made available on the Company's website,
www.whirelandplc.com. The general meeting is expected to be held at 24 Martin
Lane, London EC4R 0DR on 9 October 2025 at 9.00 am.

Additional Disclosures

As at 31 March 2025, the Wealth Management business had gross assets of £718k
(unaudited) and the revenue for the Wealth Management business for FY2025 is
£10m (unaudited) and the loss before tax for the Wealth Management business
for FY2025 is £9.2m (unaudited, including the impairment referenced above).

It is intended that the proceeds from the forthcoming sale of the Wealth
Management business will be applied to general working capital for the Group
and any excess will be returned to shareholders as set out above.

Simon Moore, Non-Executive Chair of WH Ireland commenting on the transaction,
said:

"The sale of WH Ireland Wealth Management is, in the Board's view, the most
appropriate outcome for the business and its stakeholders.

Following the disposal of its operating businesses, the Company proposes to
delist from AIM and intends to implement a wind-down of the Group via a
liquidation, with any resulting distributable reserves being returned to
shareholders at its conclusion."

 

For further information please contact:

 WH Ireland Group plc                            www.whirelandplc.com
                                                 (https://protect.checkpoint.com/v2/r06/___http:/www.whirelandplc.com___.ZXV3MjpuZXh0MTU6YzpvOjY5OTU3YTJlODFhNzQ5YjdmZjIyZWFkNjg3YTJjOWQ5Ojc6YjJmYjoxNTgxM2FjMWQzODJlNjBkNDk5NWRiMTZlNTM0YWM5OWNiOWJjOGYyYWVkMjQ5MmI0MjhjZjdhYzVlMWRhY2RiOnA6RjpU)
 Simon Jackson, Chief Finance Officer            +44 (0) 20 7220 1666
 Shore Capital - Financial Adviser               www.shorecapmarkets.co.uk
 Guy Wiehahn / David Coaten / Harry Davies-Ball  +44 (0) 207 408 4090
 Zeus Capital Limited - Nomad and Broker         www.zeuscapital.co.uk
                                                 (https://protect.checkpoint.com/v2/r06/___http:/www.zeuscapital.co.uk___.ZXV3MjpuZXh0MTU6YzpvOjY5OTU3YTJlODFhNzQ5YjdmZjIyZWFkNjg3YTJjOWQ5Ojc6N2VmMjo4ZTVhYTRiODE4MzAwMTk3Yjk1ZGIxMTBkMzYyYmYyZTM2YWJmZTRkNzYyZjBkMzA3Mjk3MmEyYmRjNzIzNDNiOnA6RjpU)
 Katy Mitchell                                   +44 (0) 161 831 1512
 MHP                                             whireland@mhpgroup.com (mailto:whireland@mhpgroup.com)
 Reg Hoare / Hugo Harris                         +44 (0) 20 7831 406117

 

Additional Information

The following text comprises extracts from the Company's circular to
shareholders. Capitalised terms used but not defined in these extracts have
the meanings given to them in the circular.

Expected Timetable of Principal Events

 

 Announcement of the Transaction and Cancellation              22 September 2025
 Date of publication of this document                          22 September 2025
 Latest time and date for receipt of completed Forms of Proxy  9.00 a.m. on 7 October 2025
 General Meeting                                               9.00 a.m. on 9 October 2025
 Announcement of the results of the General Meeting            9 October 2025
 Expected date for Completion                                  On or around 31 October 2025
 Expected last day of dealings in Ordinary Shares on AIM       20 October 2025
 Expected time and date of Cancellation                        7.00 a.m. on 21 October 2025
 Long Stop Date for Completion                                 5.00 p.m. on 31 December 2025

 

Overview

On 22 September 2025, the Company announced that WHIL had agreed, subject to
certain terms and conditions, to sell its Wealth Management Business to Oberon
for a consideration of £1m, to be paid in cash on Completion, plus the
assumption of certain contractual liabilities. The Transaction constitutes a
fundamental change of business for the purpose of Rule 15 of the AIM Rules and
accordingly is conditional, inter alia, on Shareholder approval. Subject to
receipt of this approval, and the satisfaction of certain other conditions as
set out in the APA, the Disposal is expected to complete on or about 31
October 2025.

 

Following the Transaction, the Company intends to undertake a wind down of the
remaining operations of the Group and subsequently return residual cash to
Shareholders. Therefore, the Directors do not believe it is prudent to
continue to incur the additional costs of maintaining an AIM listing for the
Company. Accordingly, the Directors are also seeking Shareholder approval for
the cancellation of the admission of the Company's Ordinary Shares to trading
on AIM. Pursuant to Rule 41 of the AIM Rules, such a cancellation requires the
consent of not less than 75% of votes cast by Shareholders given in a general
meeting.

 

A general meeting of the Company will be held at 24 Martin Lane, London, EC4R
0DR at 9.00 a.m. on 9 October 2025 for the purpose of considering and, if
thought fit, passing the Resolutions set out in full in the Notice of General
Meeting.

 

Shareholders should note that, unless Resolution 1 is approved, the
Transaction will not proceed.

 

Background to and reasons for the Transaction

On 28 July 2023, the Company announced that the financial and regulatory
capital position of the Company had been severely weakened due to challenging
market conditions. As a result, the Company announced it had raised gross
proceeds of £5m (Placing) that were used to provide working capital and to
improve the Group's Regulatory Capital position.

As also detailed at the time, the Placing was accompanied by cost-reduction
initiatives designed to avoid the alternative course of action available to
the Company, namely a wind down of the Group.

Furthermore, shortly after the completion of the Placing, the Company
announced changes to its Board on 16 November 2023 to strengthen the Board's
skillset.

As set out in the Company's interim results announcement for the six months
ended 30 September 2023, issued on 27 December 2023, the Board had focused on
returning the business to sustainable profitability, with an emphasis on
restoring growth in revenue in both the Capital Markets and Wealth Management
divisions, alongside continued cost discipline. The Directors had also
committed to assess all strategic opportunities for the Group.

The Company announced on 15 July 2024 the sale of its Capital Markets
Division, thus allowing the Board to focus on the future strategy for its
Wealth Management operations.

In line with that ongoing focus, the Board has implemented a number of cost
saving measures, including by further streamlining central functions and
overheads, and accelerating the closure of the Group's Henley operations.
However, given the regulated nature of the Wealth Management Business and the
established market practices in respect of remuneration for revenue generating
staff, the opportunities for further cost reductions have been limited leaving
the business loss making.

Following detailed discussions with the senior management of the Wealth
Management Business, the Board now believes that achieving meaningful revenue
growth and scale would require the Group, following many years of
underinvestment, departures of investment managers and outflows of funds under
management, to modernise its IT infrastructure and invest heavily in its sales
capability, either through inorganic acquisitions of investment managers and
their teams from rival firms, or organically through significant investment in
marketing and the recruitment and training of new revenue generating staff.
However, the Company is not in a financial position to pursue this strategy
and the Board believes that a further capital raise to fund such investment
would be highly dilutive and difficult to execute in current circumstances.

The Board therefore believes that a strategic transaction is now in the best
interests of Shareholders, staff, clients and the Company.

As previously announced, the Board has been exploring strategic opportunities
whilst implementing operational changes on an ongoing basis following the
changes to the Board in 2023. Over this period, the wealth management market
has continued to consolidate, and the Company has had strategic conversations
with a number of potential counterparties. In some cases, these discussions
have been prolonged and extensive and have led to advanced negotiations that
have not come to fruition.

Against this backdrop, the Board believes that the Transaction is preferable
to any available alternative. Furthermore, two of the Group's senior
investment managers with key client relationships (the "Key IMs") have
committed to join Oberon at Completion.

In assessing the merits of the Transaction and strategy in general, the Board
has concluded that it does not have the funds and resources to modernise the
business, attract new teams and clients, or retain its existing major revenue
generating staff, managers and directors, all of which are key components of
returning the business to sustainable profitability.

If shareholders do not vote in favour of the Transaction, the Board believes
the only viable alternative would be a wind-down of the Group, which may lead
to less favourable outcomes for staff, clients and is expected to generate a
reduced financial return for Shareholders when compared with the Transaction.

Information on the Wealth Management Business and the Buyer

The Group's Wealth Management Business provides independent financial planning
advice and discretionary investment management solutions for individuals,
families and charities, from its offices in London, Manchester and Poole.

The Buyer Guarantor is quoted on the Apex segment of the Aquis Stock Exchange
and is the parent company of the Oberon Group, a financial boutique which
comprises four divisions: Investment Management, Wealth Planning, Corporate
Advisory and Broking and Private Ventures. Oberon is a wholly owned subsidiary
of the Buyer Guarantor, with over 30 years' experience investing for its
clients. Oberon provides its clients with access to tax-efficient investment
solutions, special situations services, access to IPOs and fundraising
opportunities, discretionary fund management, managed portfolio services and
execution-only services. Oberon's investment management services aim to
provide a truly personalised service, combining an understanding of
investments with a deep understanding of its clients and structuring clients'
portfolios precisely in line with their personal financial objectives and
appetite for risk.

Oberon is authorised and regulated by the Financial Conduct Authority with
firm reference number 124885 and is a member of the London Stock Exchange.

This Transaction would involve Oberon taking on approximately £570m of
discretionary and advisory client assets from WHIL, together with
approximately £260m of execution-only assets currently under management by
WHIL, with the associated contractual and performance risk.

The profile of WHIL's Wealth Management Business is very similar to Oberon's
existing business and does not materially alter the nature or complexity of
Oberon's operations, which remain focused on UK retail discretionary and
advisory wealth management, supported by an established compliance and
operational framework. The acquisition would result in Oberon having branch
offices in Manchester and Poole as well as its current Head Office in London
and operations office in Essex. It would increase Oberon's investment managers
to 20 and add additional operational and compliance support to Oberon's own
exiting resources. Therefore, the Group's clients will be able to receive
service on a seamless basis.

Summary of the key terms of the Transaction

Asset Purchase Agreement

Pursuant to the Asset Purchase Agreement WHIL has conditionally agreed to
sell, and Oberon has conditionally agreed to purchase the Wealth Management
Business, including WHIL's offices in Poole and Manchester. The APA was
entered into between WHIL, Oberon, Oberon Investment Group plc ("the Buyer
Guarantor") and the Company as WHIL's guarantor (the "Seller Guarantor") on 22
September 2025 and is governed by the laws of England and Wales.

The Disposal is a fundamental change of business for the purpose of Rule 15 of
the AIM Rules and, accordingly, it is conditional on the consent of
Shareholders by way of an ordinary resolution. If approved, following the
completion of the Transaction the Company will be regarded as an AIM Rule 15
cash shell. As such, technically the Company will be required to make an
acquisition, or acquisitions, which constitutes a reverse takeover under AIM
Rule 14 (including seeking re-admission under the AIM Rules for Companies)
within six months from the date of completion of the Transaction. However,
given the Board's intentions the Board is not considering making any such
acquisition. However, it should be noted that if the Transaction is approved
by Shareholders and completes but the Cancellation is not approved by
Shareholders and if the Company does not then complete a reverse takeover
under AIM Rule 14 within six months of becoming an AIM Rule 15 cash shell, the
London Stock Exchange will suspend trading in the Company's shares from
trading on AIM.

The consideration for the acquisition of the Wealth Management Business is
£1m, to be paid in cash on Completion, plus the assumption of certain
contractual liabilities by Oberon.

Completion of the APA is conditional upon (i) the passing of the Resolution to
approve the Transaction for the purposes of Rule 15 of the AIM Rules and (ii)
WHIL's custodial services agreement with SEI Investments (Europe) Limited
("SEI") being novated to Oberon at completion of the Disposal.

Unless Oberon decides to keep using SEI's custodial services platform that
custodial services agreement will be terminated and, in these circumstances,
WHIL will indemnify Oberon in respect of the termination costs of that
custodial services agreement for the remainder of its fixed term, currently
running to February 2027 (or such earlier date as the parties might agree). By
way of security for such contingent liability, WHIL will deposit the amount of
£900,000 into an escrow account at Completion in support of its liability for
such termination costs beyond a specified date. Where applicable, the excess
amounts secured by the escrow amount would be released to WHIL. The exact
amount that will be returned to WHIL from the escrow arrangement is dependent
on the outcome of the various scenarios detailed in the APA. However, at this
stage there can be no guarantee that any of the escrow monies will be returned
to WHIL.

 

The APA contains customary business conduct obligations which apply to WHIL
during the period between exchange of the APA and Completion, subject to the
Buyer's consent. The APA also contains customary warranties given by each of
the parties in respect of (amongst other things) its power and authority to
enter into and perform the APA and by WHIL to Oberon including in respect of
title to assets, certain financial matters, contracts, employees, real estate
and compliance with laws and regulations, in each case as they relate to the
Wealth Management Business.

 

The aggregate liability of WHIL in respect of the warranties is limited to an
amount equal to 100% of the consideration actually received by WHIL, and any
claims for breach of the warranties given by WHIL are subject to customary
financial and time limitations.

 

The parties expect that the relevant employees assigned to the Wealth
Management Business will transfer to Oberon in accordance with applicable UK
employment regulations.

 

In the event that any of the conditions to the APA have not been satisfied or
waived on or before 5.00 p.m. on 31 December 2025 (the "Long Stop Date"), the
APA shall terminate and neither party shall have any obligation to the other
save in respect of any antecedent breach of the APA.

 

In addition, and without prejudice to any other remedies or accrued rights
which it may have, Oberon may terminate the Asset Purchase Agreement at any
time prior to Completion upon the occurrence of certain specified materially
adverse events.

Furthermore, WHIL has undertaken to Oberon that, without the written consent
of Oberon, it shall not, and shall procure that no other member of the Group
shall, for a period of twenty-four (24) months from Completion:

 

(a)      carry on any business in England which is the same as, or
substantially similar to, the Wealth Management Business as carried on at the
date of the APA; and

(b)      solicit, employ or offer employment to any employee of the
Wealth Management Business,

subject to certain specified exceptions.

The Buyer Guarantor has guaranteed the obligations of Oberon pursuant to the
APA and the Transitional Services Agreement and has given certain customary
warranties for the benefit of WHIL. The Seller Guarantor has guaranteed the
obligations of WHIL pursuant to the APA and the Transitional Services
Agreement has given certain customary warranties for the benefit of Duke.

 

Arrangements with Key IMs

 

The two Key IMs have committed to joining Oberon at Completion, which the
Board believes will aid retention of assets under management post-Completion
and ensure that the service to clients is uninterrupted. Other key revenue
generating staff would transfer to Oberon by operation of applicable UK
employment regulations, again aiding client retention and continuity of client
service.

 

Arrangements with SEI

 

WHIL's current custodial services agreement with SEI in respect of custody and
settlement services for clients will at Completion be novated to Oberon.
Oberon will be liable to pay SEI's costs and charges for such time as SEI
continues to provide its custodial services to Oberon under the novated
custodial services agreement.

 

Transitional Services Agreement

 

WHIL and Oberon will also enter into a mutual transitional services agreement
at Completion which sets out certain services to primarily be provided to
Oberon to assist Oberon with the integration of the business for a
transitional period of up to six months post Completion.

 

Future intentions for the Group

Following Completion, the Group intends to wind down any remaining operations
of the Group. It will also seek to relinquish its FCA permissions, as it will
no longer be undertaking regulated activities.

Accordingly, subject to Completion of the Transaction occurring, the Company
intends to commence an orderly wind down of the Group, utilising the standard
Members' Voluntary Liquidation process as defined in the Insolvency Act 1986
which will include seeking the approval of Shareholders for such process.

The Directors expect that, following Completion and the Cancellation, any
distributable reserves remaining in the Group will be returned to Shareholders
after settlement of all outstanding liabilities, transaction costs, and
wind-down expenses.

Whilst it is impossible to guarantee the timescale for this process or the
quantum of this distribution due to the nature of a wind-down situation, the
Board currently anticipates that this will be approximately 0.5p per Ordinary
Share and distributed within twelve months of completion.

Proposed Cancellation

The Directors have conducted a review of the advantages and disadvantages of
the Company's AIM Admission and have unanimously concluded that as a result of
the Transaction and, in any event, given the significant costs involved, there
is insufficient benefit in maintaining the Admission. In reaching this
conclusion the Directors have had particular regard to the following factors:

·           the regulatory burden, together with the resulting
demands on management time and considerable costs, are disproportionate to the
limited value which Admission now offers to the Company and its Shareholders;

·           funds currently expended on regulatory compliance
including regulatory, legal, accounting, broker and nominated adviser fees,
could be better utilised for the benefit of the Group and its Shareholders;

·           the Directors have considered the alternative of
maintaining Admission in order to operate as an AIM Rule 15 cash shell
following the Disposal, but concluded that the associated costs and current
uncertainties associated with pursuing a suitable reverse takeover candidate
would not be in the best interests of the Company or its Shareholders; and

·           on Completion, the Group will have disposed of its sole
remaining business division and, as explained in paragraph 6 (Future
Intentions for the Group) above, intends to commence a wind down of the Group.
As a result, there will no longer be any trading business within the Group.

Accordingly, Shareholders' approval is being sought for the Cancellation
pursuant to Resolution 2 set out in the Notice of General Meeting. As required
by the AIM Rules, Resolution 2 will be proposed as a special resolution and
requires a majority in favour of at least 75% of those Shareholders attending
and voting in person or by proxy at the General Meeting in order to be passed.

Timetable for Cancellation

Under the AIM Rules, subject to the requisite Shareholders' approval, the
Cancellation can only be effected by the Company at the expiry of a period of
20 clear Business Days from the date on which notice of the Cancellation is
given to the London Stock Exchange. In addition, a period of at least five
clear Business Days following Shareholders' approval of the Cancellation is
required before the Cancellation may become effective.

The Company has notified the London Stock Exchange of the proposed
Cancellation which, subject to the passing of Resolution 2, is expected to
take effect at 7.00 a.m. on 21 October 2025. Accordingly, the last day of
trading in Ordinary Shares on AIM is expected to be 20 October 2025.

The Directors are mindful that certain Shareholders may be unable or unwilling
to hold Ordinary Shares in the event that the Cancellation is approved and
becomes effective. Such Shareholders should consider selling their interests
in the market prior to the Cancellation becoming effective as, given the
intention to wind down the Group, no matched bargain facility is intended to
be established by the Company in respect of the Ordinary Shares.

Implications of Cancellation

Set out below is an overview of the principal effects of the Cancellation;
however, this list is not exhaustive. Shareholders should seek their own
independent advice when assessing the likely impact of the Cancellation on
them.

Following the Cancellation:

·           there will be no market mechanism enabling the
Shareholders to trade Ordinary Shares;

·           the Ordinary Shares are likely to be more difficult to
sell compared to shares of companies traded on AIM (or any other recognised
market or trading exchange);

·           while the Ordinary Shares will remain freely
transferable (subject to the provisions in the Company's articles of
association) the liquidity and marketability of the Ordinary Shares will, in
the future, be more constrained than at present and the secondary market value
of such shares may be adversely affected as a consequence;

·           in the absence of a formal market quotation, it may be
more difficult for Shareholders to determine the market value of their
investment in the Company at any given time;

·           the regulatory and financial reporting regime
applicable to companies whose shares are admitted to trading on AIM will no
longer apply;

·           Shareholders will no longer be afforded the protections
afforded by the AIM Rules, such as the requirement to be notified of certain
events and the requirement that the Company seek shareholder approval for
certain corporate actions, where applicable, including reverse takeovers and
fundamental changes in the Company's business, including certain acquisitions
and disposals;

·           the Company will no longer be obliged to produce and
publish half-yearly reports and financial statements;

·           the Company will no longer be subject to the Market
Abuse Regulation (EU No 596/2014) as applied in the UK, which regulates the
use and disclosure of inside information and, in particular, requires the
disclosure of inside information to the market without delay (subject to
limited exceptions);

·           the Company will no longer be required to publicly
disclose any change in major shareholdings in the Company under the Disclosure
Guidance and Transparency Rules;

·           it is expected that Shareholders will cease to be
afforded the protection of the Takeover Code from re-registration as a private
limited company or the second anniversary of the date upon which the
Cancellation takes effect (or the dissolution of the Company, whichever occurs
first);

·           the Company will cease to have an independent nominated
adviser and broker;

·           whilst the Company's CREST facility will remain in
place immediately following the Cancellation, the Company's CREST facility may
be cancelled in the future and, although the Ordinary Shares will remain
transferable, they would then cease to be transferable through CREST. In this
instance, Shareholders who hold Ordinary Shares in CREST will receive share
certificates;

·           stamp duty will be due on transfers of shares and
agreements to transfer shares unless a

relevant exemption or relief applies to a particular transfer; and

·           the Cancellation may have taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax position
should consult their own professional independent tax adviser.

The above considerations are not exhaustive, and Shareholders should seek
their own independent advice when assessing the likely impact of the
Cancellation on them.

The Takeover Code

Overview

The Takeover Code is issued and administered by the Panel. The Takeover Code
currently applies to the Company and, accordingly, Shareholders are entitled
to the protections afforded by the Takeover Code.

The Takeover Code and the Panel operate principally to ensure that
shareholders in an offeree company are treated fairly and are not denied an
opportunity to decide on the merits of a takeover and that shareholders in the
offeree company of the same class are afforded equivalent treatment by an
offeror.

The Takeover Code also provides an orderly framework within which takeovers
are conducted. In addition, it is designed to promote, in conjunction with
other regulatory regimes, the integrity of the financial markets. The Takeover
Code is based upon a number of General Principles, which are essentially
statements of standards of commercial behaviour. The General Principles apply
to takeovers and other matters to which the Takeover Code applies. They are
applied by the Panel in accordance with their spirit in order to achieve their
underlying purpose.

In addition to the General Principles, the Takeover Code contains a series of
rules. Like the General Principles, the rules are to be interpreted to achieve
their underlying purpose. Therefore, their spirit must be observed as well as
their letter. The Panel may derogate or grant a waiver to a person from the
application of a rule in certain circumstances.

Application

The Takeover Code applies to any company which has its registered office in
the UK, the Channel Islands or the Isle of Man if any of its equity share
capital or other transferable securities carrying voting rights are admitted
to trading on a UK regulated market, a UK multi-lateral trading facility
(MTF), or a stock exchange in the Channel Islands or the Isle of Man.

The Takeover Code therefore applies to the Company as its securities are
admitted to trading on AIM, which is a UK MTF. The Takeover Code also applies
to any company which has its registered office in the UK, the Channel Islands
or the Isle of Man if any of its securities were admitted to trading on a UK
regulated market, a UK MTF, or a stock exchange in the Channel Islands or the
Isle of Man at any time during the preceding two years. Accordingly, if the
Cancellation is approved by Shareholders at the General Meeting and becomes
effective, the Takeover Code will continue to apply to the Company for a
period of two years after the Cancellation, following which the Takeover Code
will cease to apply to the Company.

While the Takeover Code continues to apply to the Company, a mandatory cash
offer will be required to be made if either: (a) any person acquires an
interest in shares which (taken together with the shares in which the person
or any person acting in concert with that person is interested) carry 30% or
more of the voting rights of the company; or (b) any person, together with
persons acting in concert with that person, is interested in shares which in
the aggregate carry not less than 30% of the voting rights of a company but
does not hold shares carrying more than 50% of such voting rights and such
person, or any person acting in concert with that person, acquires an interest
in any other shares which increases the percentage of shares carrying voting
rights in which that person is interested. Brief details of the Panel, and of
the protections afforded by the Takeover Code, are set out below. Before
voting on the Cancellation, you may want to take independent professional
advice from an appropriate independent financial adviser.

Loss of protections afforded by the Takeover Code

The following is a summary of key provisions of the Takeover Code which apply
to transactions to which the Takeover Code applies.

Equality of treatment

General Principle 1 of the Takeover Code states that all holders of the
securities of an offeree company of the same class must be afforded equivalent
treatment. Furthermore, Rule 16.1 requires that, except with the consent of
the Panel, special arrangements may not be made with certain shareholders in
the offeree company if there are favourable conditions attached which are not
being extended to all shareholders.

Information to shareholders

General Principle 2 requires that the holders of the securities of an offeree
company must have sufficient time and information to enable them to reach a
properly informed decision on the takeover bid. Consequently, a document
setting out full details of an offer must be sent to the offeree company's
shareholders.

The opinion of the offeree board and independent advice

The board of the offeree company is required by Rule 3.1 to obtain competent
independent advice as to whether the financial terms of any offer are fair and
reasonable and the substance of such advice must be made known to its
shareholders. Rule 25.2 requires the board of the offeree company to send to
shareholders and persons with information rights its opinion on the offer and
its reasons for forming that opinion. That opinion must include the board's
views on: (i) the effects of implementation of the offer on all the company's
interests, including, specifically, employment; and (ii) the offeror's
strategic plans for the offeree company and their likely repercussions on
employment and the locations of the offeree company's places of business.

The document sent to shareholders must also deal with other matters such as
interests and recent dealings in the securities of the offeror and the offeree
company by relevant parties and whether the directors of the offeree company
intend to accept or reject the offer in respect of their own beneficial
shareholdings.

Rule 20.1 states that, except in certain circumstances, information and
opinions relating to an offer or a party to an offer must be made equally
available to all offeree company shareholders and persons with information
rights as nearly as possible at the same time and in the same manner.

Option holders and holders of convertible securities or subscription rights

Rule 15 provides that when an offer is made and the offeree company has
convertible securities, options or subscription rights outstanding, the
offeror must make an appropriate offer or proposal to the holders of those
securities to ensure their interests are safeguarded.

General Meeting

Shareholders' approval is being sought to proceed with the Disposal pursuant
to Rule 15 of the AIM Rules and to approve the delisting of the Company from
trading on AIM. The General Meeting to consider the Resolutions is being
convened for 09.00 a.m. on 9 October 2025 and will be held at the Company's
office at 24 Martin Lane, London, EC4R 0DR. Notice of the General Meeting is
set out at the end of this document. Resolution 1 is being proposed as an
Ordinary Resolution and will be passed if more than 50 per cent. of the votes
cast at the General Meeting (in person or by proxy) are in favour of it and
Resolution 2 is proposed as a Special Resolution and will be passed if 75 per
cent of more of the votes cast at the General Meeting (in person or by proxy)
are in favour of it.

Action to be taken in relation to the General Meeting

Shareholders are strongly encouraged to ensure that their votes are counted at
the General Meeting by appointing the Chairman of the General Meeting.

 

You will find enclosed a Form of Proxy for use at the General Meeting. Whether
or not you intend to be present at the General Meeting, you are requested to
complete the Form of Proxy in accordance with the instructions printed on it
and to return it as soon as possible and in any case so as to be received by
the Company's registrars, Neville Registrars Limited at Neville House,
Steelpark Road, Halesowen, B62 8HD no later than 9.00 a.m. on 7 October 2025.
If you hold Ordinary Shares in CREST, you may appoint a proxy by completing
and transmitting a CREST Proxy Instruction to the Registrars (Crest
Participant ID: 7RA11) so that it is received by no later than 9.00 a.m. on 7
October 2025. The return of the Form of Proxy, or transmission of a CREST
Proxy Instruction, will not prevent you from attending the meeting and voting
in person if you wish.

 

Recommendation

For the reasons set out above, the Directors consider that the 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 the Resolutions as the Directors intend to do in respect of their
entire beneficial holdings, amounting in aggregate to 254,600 Ordinary Shares,
representing approximately 0.10 per cent. of the Company's existing issued
ordinary share capital.

 

If shareholders do not vote in favour of the Transaction, the Board currently
believes the alternative would be a wind-down of the Group's business, leading
to worse outcomes for its clients through the need to migrate them to a new
service provider and/or terminate its contract to provide services (in line
with its terms and conditions of business) and would result in a reduced
financial return for Shareholders compared with the Transaction.

 

-END-

Notes to Editors:

About WH Ireland Group plc

WH Ireland provides independent financial planning advice and discretionary
investment management. Our goal is to build long term, mutually beneficial,
working relationships with our clients so that they can make informed &
effective choices about their money and how it can support their lifestyle
ambitions. We help clients to build a long term financial plan and investment
strategy for them and their families.

 

 

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