REG - W.H. Ireland Group - Form 8 - WH Ireland Group plc

WH IrelandAnnouncement

26/11/2025 13:00

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RNS Number : 1343J  W.H. Ireland Group PLC  26 November 2025

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     WH Ireland Group plc
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  WH Ireland Group plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                Offeree
 (e) Date position held:                                                         26 November 2025

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          NO
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:                                          Ordinary shares 1p each

                                                                      Interests       Short positions

                                                                      Number  %       Number    %
 (1) Relevant securities owned and/or controlled:                     Nil     -       Nil       -
 (2) Cash-settled derivatives:                                        Nil     -       Nil       -

 (3) Stock-settled derivatives (including options) and agreements to  Nil     -       Nil       -
 purchase/sell:
                                                                      Nil     -       Nil       -

      TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   None
 Details, including nature of the rights concerned and relevant percentages:  N/A

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:

 a) Holdings of ordinary shares by the directors of WH Ireland Group plc and
 their close relatives (where relevant):

Name          Number of WHI ordinary shares held  % of total issued share capital*
 Phillip Wale  254,600                             0.11%
 John Cusins   3,850,000                           1.63%

*based on 235,986,209 shares in issue.

 b) The directors of the Company have the following rights to subscribe for the
 following relevant WH Ireland Group plc securities:

Name           Date of grant      Type of grant                                                               Vesting Date                                                                  Expiry Date                           Exercise price (p)  No. of options outstanding
 Phillip Wale   25 June 2019       General Option under the W.H Ireland Long Term Incentive Plan 2017          3(rd) anniversary of grant - fully vested on 25 June 2022                     Lapse on 10(th) anniversary of grant  45 pence            500,000 ordinary shares
         1 November 2020    EMI Option under the W.H Ireland Employee Incentive Plan                    3(rd) anniversary of grant - fully vested on 1 November 2023                  Lapse on 10(th) anniversary of grant  48 pence            350,000 ordinary shares
         28 September 2023  Salary Sacrifice Unapproved Option under the W.H. Ireland Unapproved Share  Vested in 24 tranches over 2 year period - fully vested on 1 September 2025   Lapse on 10(th) anniversary of grant  Nil Paid            6,666,666 ordinary shares
                  Option Scheme

 Simon Jackson  27 April 2022      EMI Option under the W.H Ireland Employee Incentive Plan                    3rd anniversary of grant - fully vested on 27 April 2025                      Lapse on 10th anniversary of grant    48 pence            208,333 ordinary shares
         28 September 2023  Salary Sacrifice Unapproved Option under the W.H. Ireland Unapproved Share  Vested in 24 tranches over 2 year period - fully vested on 1 September 2025.  Lapse on 10th anniversary of grant    Nil Paid            3,066,666 ordinary shares
                  Option Scheme

 

  (c) Holdings of ordinary shares by employee WH Ireland Group plc's employee
 benefit trust

 Apex Group Fiduciary Services Limited, Jersey, acts as the trustee of the WH
 Ireland Group Plc Employee Share Ownership Trust ("WH Ireland ESOT"). A total
 of 3,117,418 ordinary shares in the offeree company (representing 1.32% * of
 the issued share capital) are held in the WH Ireland ESOT on trust in respect
 of WH Ireland Group plc's employee share schemes.  (*based on 235,986,209
 shares in issue).

*based on 235,986,209 shares in issue.

 

b) The directors of the Company have the following rights to subscribe for the
following relevant WH Ireland Group plc securities:

 

 Name           Date of grant      Type of grant                                                               Vesting Date                                                                  Expiry Date                           Exercise price (p)  No. of options outstanding
 Phillip Wale   25 June 2019       General Option under the W.H Ireland Long Term Incentive Plan 2017          3(rd) anniversary of grant - fully vested on 25 June 2022                     Lapse on 10(th) anniversary of grant  45 pence            500,000 ordinary shares
                1 November 2020    EMI Option under the W.H Ireland Employee Incentive Plan                    3(rd) anniversary of grant - fully vested on 1 November 2023                  Lapse on 10(th) anniversary of grant  48 pence            350,000 ordinary shares
                28 September 2023  Salary Sacrifice Unapproved Option under the W.H. Ireland Unapproved Share  Vested in 24 tranches over 2 year period - fully vested on 1 September 2025   Lapse on 10(th) anniversary of grant  Nil Paid            6,666,666 ordinary shares
                                   Option Scheme

 Simon Jackson  27 April 2022      EMI Option under the W.H Ireland Employee Incentive Plan                    3rd anniversary of grant - fully vested on 27 April 2025                      Lapse on 10th anniversary of grant    48 pence            208,333 ordinary shares
                28 September 2023  Salary Sacrifice Unapproved Option under the W.H. Ireland Unapproved Share  Vested in 24 tranches over 2 year period - fully vested on 1 September 2025.  Lapse on 10th anniversary of grant    Nil Paid            3,066,666 ordinary shares
                                   Option Scheme

 

 

 (c) Holdings of ordinary shares by employee WH Ireland Group plc's employee
benefit trust

 

Apex Group Fiduciary Services Limited, Jersey, acts as the trustee of the WH
Ireland Group Plc Employee Share Ownership Trust ("WH Ireland ESOT"). A total
of 3,117,418 ordinary shares in the offeree company (representing 1.32% * of
the issued share capital) are held in the WH Ireland ESOT on trust in respect
of WH Ireland Group plc's employee share schemes.  (*based on 235,986,209
shares in issue).

 

 

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 None

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"

 None

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  NO
 Supplemental Form 8 (SBL)             NO

 

 

 Date of disclosure:  26 November 2025
 Contact name:        Duncan McDonald

                      General Counsel

                      WH Ireland Group plc
 Telephone number:    020 7220 1666

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(https://protect.checkpoint.com/v2/r06/___http:/www.thetakeoverpanel.org.uk___.ZXV3MjpuZXh0MTU6YzpvOmQ4ZGJiNDIxMDhjMGI3NmY1MmJkY2E4MmVhYTNmOWFiOjc6MGQ0YzoxMWU0M2IxOTY5ZjdlMzYxMTcxYzUxYTcyNmE1NGYyMTRjNzhmYmM4MTEwZTY2YTc0YWU5MjViMWU5YzEwNjVkOnA6RjpU)
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