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REG - W.H. Ireland Group - Interim Results <Origin Href="QuoteRef">WHI.L</Origin>

RNS Number : 7983E
W.H. Ireland Group PLC
21 July 2016

WH Ireland Group Plc

("WH Ireland" or the "Company")

Interim Results

for the six months ended 31 May 2016

WHIreland, the financial services group which provides private wealth management and corporate broking services, today, announces its interim results for its financial half year ended 31 May 2016.

FINANCIAL HIGHLIGHTS

Group turnover of 12.0m (2015 comparative: 15.9m)

Operating loss before exceptional items of 1.1m (2015 comparative: profit of 0.3m)

Heads of Terms agreed for sale of Manchester Freehold Property

Recurring revenue increased by 10% to 5.6m (2015 comparative: 5.1m), which represents 47% of total revenue

Assets under management and administration increased by 6% to 2.672bn (30 November 2015: 2,520m)

Discretionary assets under management increased by 24% to 949m (30 November 2015: 767m)

Management fee income increased by 15% to 4.0m (2015 comparative: 3.4m)

Number of retained corporate clients: 95 (30 November 2015: 98)



Chairman's statement

WHIreland continues to undergo significant transformational change which I described in my Chairman's statement at our 2015 year end. The interim results demonstrate both the continuing requirement for change and also the benefits, we believe, that this change will bring about when fully implemented.

Transactional income, primarily within the Corporate Broking division, fell considerably when compared with the same period a year ago as the UK stock market remained moribund over fears on Chinese growth, commodity price deflation and, more recently, the "Brexit" referendum. The Wealth Management division was not insulated from this increased uncertainty and this has been reflected in lower commission levels as a result of reduced client trading activity.

Change within WHIreland is being driven at many levels and in this context we have recently announced our intention to partner with SEI Corporation to provide a more robust operational platform to support the Wealth Management division. This will, when fully implemented, provide a significantly enhanced service for our clients. We have also made progress with the sale of our freehold property in Manchester and have agreed Heads of Terms for its sale. Whilst there is no guarantee the transaction will complete, the sale proceeds would provide greater balance sheet liquidity and greater flexibility as we look to develop both businesses and we look forward to providing further updates in due course.

Within the Private Wealth Management division, the focus on our discretionary offering has resulted in strong growth and we are able to report nearly 1bn of discretionary assets for the first time in the Company's history. Our focus on recurring fee income has shown similar positive growth over the first half of the year.

The resilience and strength of our client relationships in our Corporate Broking division has been borne out by the loyalty shown by our clients during a difficult period following the settlement agreement with our lead regulator, the Financial Conduct Authority ("FCA"). We can now look forward to making available our full range of services as we look to help our clients achieve their corporate objectives.

Finally, I would like to thank all members of staff across the Company who have worked tirelessly in supporting our clients, during what has been a very challenging first half of the year.

Tim Steel, Chairman WH Ireland Group plc



Chief Executive's statement


As the Chairman has stated, the first six months of the year has been a challenging period for stock markets and, consequently, for WHIreland. The figures released today reflect some one-off, non-trading costs which have been incurred as a direct result of the changes that we announced earlier in the year.

These include severance payments, legal and advisory fees and temporary employment costs within our Compliance department. In addition, we have incurred legal costs in relation to the establishment of our partnership with SEI Corporation announced in early June. In total, these incremental one-off costs have amounted to approximately 600,000 during the period.

Transaction revenue, in the first half, was significantly lower as our corporate and institutional clients were reluctant to raise new capital or invest. When combined with lower client commissions within our Private Wealth Management division, our total transactional income across the business was lower by approximately 4m when compared to the same period a year ago. It is against this backdrop that a trading loss of approximately 1m needs to be measured and, whilst disappointing, demonstrates the strong oversight on operational costs which we have maintained throughout the period.

PRIVATE WEALTH MANAGEMENT DIVISION

We continue to concentrate on the delivery of our core strategic focus, namely the pursuit of fee paying clients through the delivery of either discretionary or advisory services. To accelerate this strategy, we have announced a partnership with SEI Corporation to provide us with the necessary operational tools to service the increased requirements that these clients demand. It is pleasing to be able to report that, since the beginning of the year, our total assets under management and administration have increased to approximately 2.7bn as at 31 May 2016 and that within this figure, the fastest growing segment was the discretionary service proposition. Management fee income across the division rose by 15% to approximately 4m during the period.

CORPORATE BROKING DIVISION

It is not unsurprising that, during a period when we were prevented by the FCA from undertaking regulated activities for a period of 72 days, this division reported a significant decline in transactional income. Despite this, our retainer income remained solid reflecting our consistently strong emphasis upon maintaining and growing our corporate client list. This also demonstrates the considerable loyalty afforded to us by our clients during this difficult period. Whilst the total number of retained clients fell by 3 to 95 at the half year primarily due to delistings, we still saw a number of smaller transactions completed towards the end of the period. I am cautiously optimistic that the number of corporate clients whom we advise will once again grow in number.

OUTLOOK

The UK EU referendum result, rather than removing uncertainty which all market participants sought, has created more, albeit different, uncertainties. This is not good for short-term sentiment and I fear that over the summer months investor confidence will remain very cautious and risk averse. This will therefore continue to impact the trading outlook for both of our divisions.

Against this potential poor backdrop to markets, we continue to focus both on improvement in revenue quality across the Company and the increase in shareholder value which the initiatives already announced will have when fully implemented. We remain focused upon tight operational cost control and have further reduced costs, since the half year end.

The Corporate Broking division is working on a number of potential transactions which, if completed, will provide a significant revenue increase in the second half of the year, whilst the Private Wealth Management division is continuing to build on the enhanced service proposition and pricing review initiatives.

Whilst the short-term outlook is unclear, market disruption which we have seen in the past few weeks has historically generated some considerable opportunities across both business lines. We will continue to keep all avenues open to take advantage of such opportunities as they arise.

RichardKillingbeck,CEO WH Ireland Groupplc


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME - UNAUDITED FOR THE HALF-YEAR ENDED 31 MAY 2016


Half-yearended

31 May2016

'000

Half-yearended

31 May2015

'000

Yearended 30November2015 (audited) '000

Note

Revenue

2

11,960

15,942

30,884

Administrativeexpenses


(13,626)

(15,626)

(30,936)

Operating(loss)/profit


(1,666)

316

(52)






Operating(loss)/profitbeforeexceptionalitems

(1,098)

316

1,225

Exceptional items - FCAfine

-

-

(1,200)

- FCAinvestigation expenses

(384)

-

(77)

- restructuringcosts

(184)

-

-

Operating(loss)/profit afterexceptionalitems

(1,666)

316

(52)





Investmentgains/(losses)

7

(98)

(89)

Fair value (losses)/gains oninvestments

(38)

385

(185)

Financeincome

7

16

21

Financeexpense

(96)

(26)

(41)

(Loss)/profit beforetax

(1,786)

593

(346)

Taxcredit/(expense)

269

(141)

(335)

(Loss)/profit and total comprehensive income for theperiod

(1,517)

452

(681)






Earningspershare





Basic

6

(5.95)p

1.86p

(2.81)p

Diluted

6

(5.95)p

1.82p

(2.81)p


CONSOLIDATED STATEMENT OF FINANCIAL POSITION - UNAUDITED FOR THE HALF-YEAR ENDED 31 MAY 2016


Note

Half-yearended

31 May2016

'000

Half-yearended

31 May2015

'000

Yearended 30November2015

(audited)

'000

ASSETS





Non-currentassets





Property,plantandequipment

8

1,314

5,500

5,361

Goodwill


258

258

258

Intangibleassets


3,586

3,502

3,586

Investments

3

227

456

360

Deferred taxasset


567

350

298



5,952

10,066

9,863

Currentassets





Trade and otherreceivables


26,466

20,919

23,312

Assets held for sale

8

4,750

-

-

Tradinginvestments

3

286

261

1,932

Cash and cashequivalents

4

6,890

5,903

8,176



38,392

27,083

33,420

Totalassets


44,344

37,149

43,283






LIABILITIES





Currentliabilities





Trade and otherpayables


(26,141)

(17,685)

(24,059)

Corporation Taxpayable


(24)

(443)

(262)

Obligations under financeleases


(331)

(119)

(119)

Deferredconsideration


(242)

-

(262)

Borrowings


(174)

(174)

(179)

Provisionsforliabilitiesandcharges


(50)

(45)

(1,200)



(26,962)

(18,466)

(26,081)

Non-currentliabilities





Deferred taxliability


(126)

(205)

(126)

Obligations under financeleases


(493)

(50)

(50)

Accruals and deferredincome


(285)

(3,461)

(330)

Borrowings


(905)

(1,081)

(994)

Deferredconsideration


(2,968)

-

(2,863)

Provisionsforliabilitiesandcharges


(35)

(35)

(21)



(4,812)

(4,832)

(4,334)

Totalliabilities


(31,774)

(23,298)

(30,415)

Total netassets


12,570

13,851

12,868






EQUITY





Sharecapital

5

1,290

1,222

1,225

Sharepremium


1,443

343

379

Available-for-salereserve


7

7

7

Otherreserves


982

982

982

Retainedearnings


9,579

12,033

11,006

Treasuryshares


(731)

(736)

(731)

Totalequity


12,570

13,851

12,868


CONSOLIDATED STATEMENT OF CASH FLOWS - UNAUDITED FOR THE HALF-YEAR ENDED 31 MAY 2016



Half-yearended

31 May2016

'000

Half-yearended

31 May2015

'000

Yearended 30November2015 (audited) '000


OPERATING ACTIVITIES





(Loss)/profit for the period


(1,517)

452

(681)

Adjustmentsfor





Depreciation,amortisationandimpairment


147

169

310

Financeincome


(7)

(16)

(21)

Financeexpense


96

26

41

Taxation


(269)

141

335

Gain/(losses)ininvestments


126

(363)

96

Non-cashadjustmentforsharebasedpayments


90

108

211

(Increase)/decrease in trade and otherreceivables


(3,154)

17,425

15,033

Increase/(decrease) in trade and otherpayables*


2,037

(20,172)

(13,877)

(Decrease)/increase inprovisions


(1,012)

(130)

1,011

Decrease/(increase) in tradinginvestments


1,646

629

(1,042)

Netcash(usedin)/generatedfromoperations


(1,817)

(1,731)

1,416

Income taxes(paid)/received


(238)

4

(398)

Netcash(usedin)/generatedfromoperatingactivities


(2,055)

(1,727)

1,018

INVESTING ACTIVITIES*





Proceedsfromthesaleofinvestments


397

646

904

Interestreceived


7

16

21

Acquisition ofinvestments


(390)

(160)

(781)

Payment of deferredconsideration


(39)

-

-

Acquisitionofproperty,plantandequipment


(5)

(60)

(74)

Netcash(usedin)/generatedfrominvestingactivities


(30)

442

70

FINANCING ACTIVITIES





Proceeds from issue ofshares


1,129

313

360

Repayment ofborrowings


(94)

(93)

(175)

Repayment of obligations under financeleases


(140)

(48)

(109)

Interestpaid


(96)

(37)

(41)

Dividendspaid


-

(437)

(437)

Netcashgeneratedfrom/(usedin)financingactivities


799

(302)

(402)

Net (decrease)/increase in cash and cashequivalents


(1,286)

(1,587)

686

Cashandcashequivalentsatbeginningofperiod


8,176

7,490

7,490

Cashandcashequivalentsatendofperiod


6,890

5,903

8,176

*Theinvestingactivitiesandmovementintradeandotherpayablesforthehalf-yearended31May2015,donotincludetheacquisitionof intangiblesfordeferredpaymentsof3,052m,treatedasanon-cashitem.


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - UNAUDITED FOR THE HALF-YEAR ENDED 31 MAY 2016

AS AT 1 DECEMBER2014

Sharecapital

'000

Sharepremium

'000

Available forsale reserve

'000

Other reserves

'000

Retained earnings

'000

Treasury shares

'000

Total equity

'000

Balance at 1 December2014

1,193

101

7

982

11,895

(763)

13,415

Profit and total comprehensive income for theperiod

-

-

-

-

452

-

452

CONTRIBUTIONS BY AND DISTRIBUTIONSTOOWNERS

Recognition of share-basedpayments

-

-

-

-

108

-

108

Share optionsexercised

29

242

-

-

15

27

313

Dividends(note7)

-

-

-

-

(437)

-

(437)

Totalcontributionsbyanddistributionstoowners

29

242

-

-

(314)

27

(16)

AS AT 31 MAY 2015

Balance at 31 May2015

1,222

343

7

982

12,033

(736)

13,851

Loss and total comprehensive income for theperiod

-

-

-

-

(1,133)

-

(1,133)

CONTRIBUTIONS BY AND DISTRIBUTIONS TOOWNERS

Recognition of share-basedpayments

-

-

-

-

103

-

103

Share optionsexercised

3

36

-

-

3

5

47

Dividends(note7)

-

-

-

-

-

-

-

Totalcontributionsbyanddistributionstoowners

3

36

-

-

106

5

150

AS AT 30 NOVEMBER2015

Balanceat30November2015

1,225

379

7

982

11,006

(731)

12,868

Loss and total comprehensive income for theperiod

-

-

-

-

(1,517)

-

(1,517)

CONTRIBUTIONS BY AND DISTRIBUTIONS TOOWNERS








Recognition of share-basedpayments

-

-

-

-

90

-

90

Capital raise (note5)

60

1,014

-

-

-

-

1,074

Share optionsexercised

5

50

-

-

-

-

55

Dividends(note7)

-

-

-

-

-

-

0

Totalcontributionsbyanddistributionstoowners

65

1,064

-

-

90

-

1,219

Balance at 31 May2016

1,290

1,443

7

982

9,579

(731)

12,570


Notes to consolidated statements (unaudited)

1. BASIS OF PREPARATION

Statement of compliance

TheAIMRulesforCompaniesdonotrequireIAS34"InterimFinancialReporting"tobeapplied;thereforeithasnotbeenusedinthepreparationofthisinterimreport.

Thefinancialinformationinthisinterimreporthasbeenpreparedinaccordancewiththedisclosurerequirementsofthe AlternativeInvestmentMarket("AIM")RulesandtherecognitionandmeasurementsofInternationalFinancialReporting Standards("IFRS"),asadoptedbytheEuropeanUnion(EU).

Theinterimreportdoesnotincludealloftheinformationrequiredforfullannualfinancialstatements.

The accounting policies adopted by the Group in the preparation of its 2016 interim report are those which the Group currently expectstoadoptinitsannualfinancialstatementsfortheyearending30November2016andareconsistentwiththosedisclosed intheannualfinancialstatementsfortheyearended30November2015.

The financial information for the period ended 31 May 2016 does not constitute the Company's statutory accounts. The statutory accounts for the year ended 30 November 2015 have been delivered to the Registrar of Companies in England and Wales. The auditorhasreportedonthoseaccounts.Itsreportwasunqualified,didnotdrawattentiontoanymattersbywayofemphasis,and didnotcontainastatementunderSection498(2)or498(3)oftheCompaniesAct2006.Thefinancialinformationforthehalfyear ended31May2016and31May2015isunaudited.

TheAIMRulesforCompaniesdonotrequireIAS34"InterimFinancialReporting"tobeapplied;thereforeithasnotbeenusedinthepreparationofthisinterimreport.

Goingconcern

ThefinancialstatementsoftheGrouphavebeenpreparedonagoingconcernbasis.Inmakingthisassessment,theDirectors haveprepareddetailedfinancialforecastsfortheperiodtoNovember2018whichconsiderthefundingandcapitalpositionof theGroup.Thoseforecastsmakeassumptionsinrespectoffuturetradingconditions,notablytheeconomicenvironmentand its impact on the Group's revenues and costs. In addition to this, the nature of the Group's business is such that there can be considerablevariationinthetimingofcashinflows.Theforecaststakeintoaccountforeseeabledownsiderisks,basedonthe informationthatisavailabletotheDirectorsatthetimeoftheapprovalofthesefinancialstatements.

CertainactivitiesoftheGroupareregulatedbytheFinancialConductAuthority(FCA)whichisthestatutoryregulatorforfinancial servicesbusinessintheUKandhasresponsibilityforpolicy,monitoringanddisciplineforthefinancialservicesindustry.TheFCA requires the Group's capital resources to be adequate; that is sufficient in terms of quantity, quality and availability, in relation to its regulated activities. The Directors monitor the Group's regulatory capital resources on a daily basis and they have developed appropriate scenario tests and corrective management plans which they are prepared to implement to address any potential deficitasrequired.Theseactionsmayincludecostreductions,regulatorycapitaloptimisationprogramsorfurthercapitalraising. TheDirectorsconsiderthat,takingaccountofforeseeabledownsiderisks,regulatorycapitalrequirementswillcontinuetobemet.

TheDirectorsmostrecentlyrenewedtheGroup'sbankingfacilitiesinFebruary2016.Asanevergreenfacilitythereisno requirementtoupdatetheagreementannually,althoughaformalreviewoffacilitiesisundertakenatleastannually.

2. SEGMENTAL REPORTING

The Group has twooperating segments.

The Private Wealth Management division offers investment management advice and services to individuals and contains the Group'sWealthPlanningbusiness,givingadviceonandactingasintermediaryforarangeoffinancialproducts.TheCorporate Broking division provides corporate finance and corporate broking advice and services to companies and acts as Nominated Adviser to clients listed on AIM. It also contains the Group's Institutional Sales and Research business, which carries out stockbrokingactivitiesonbehalfofcompaniesaswellasconductingresearchintomarketsofinteresttoitsclients.

The segment "Other Group companies" includes WH Ireland Group plc, WH Ireland (IOM) Limited, Readycount Limited and Stockholm Investments Limited.



AllsegmentsarelocatedintheUKortheIsleofMan.Eachreportablesegmenthasasegmentmanager,whoisdirectlyaccountable toandmaintainsregularcontactwith,theCEO.

NocustomerrepresentsmorethantenpercentoftheGroup'srevenue.

ThefollowingtablesrepresentrevenueandprofitinformationfortheGroup'sbusinesssegments.


Private Wealth Management

'000

Corporate Broking

'000

Head Office

'000

OtherGroup companies

'000

Group

'000

AS AT 31 MAY 2016

REVENUE

8,530

3,124

-

306

11,960

Segmentresult

(911)

(1,027)

-

272

(1,666)

Executive Board cost

186

186

(456)

84

-

Investment gains

-

7

-

-

7

Fair value gains/(losses) oninvestments

30

(68)

-

-

(38)

Financeincome

6

-

-

1

7

Financeexpense

(82)

(4)

-

(10)

(96)

(Loss)/profit beforetax

(771)

(906)

(456)

347

(1,786)

Taxincome/(expense)

144

165

-

(40)

269

(Loss)/profit for theperiod

(627)

(741)

(456)

307

(1,517)


Private Wealth Management

'000

Corporate Broking

'000

Head Office

'000

OtherGroup companies

'000

Group

'000


AS AT 31 MAY 2015

REVENUE

10,915

4,869

-

158

15,942

Segmentresult

501

(283)

-

98

316

Executive Boardcost

169

169

(454)

116

-

Investmentgains/(losses)

(8)

(90)

-

-

(98)

Fairvaluegains/(losses)oninvestments

(11)

396

-

-

385

Financeincome

15

-

-

1

16

Financeexpense

(11)

(4)

-

(11)

(26)

Profit/(loss) beforetax

655

189

(454)

203

593

Tax(expense)/income

(22)

(130)

-

11

(141)

Profit/(loss) for theperiod

633

59

(454)

214

452

Private Wealth Management

'000

Corporate Broking

'000

Head Office

'000

OtherGroup companies

'000

Group

'000

AS AT 30 NOVEMBER 2015(AUDITED)

REVENUE

20,594

9,936

-

354

30,884

Segmentresult

445

414

(1,200)

289

(52)

Executive Boardcost

286

286

(786)

214

-

Investmentgains

(8)

(82)

-

1

(89)

Fairvaluegains/(losses)oninvestments

(12)

(173)

-

-

(185)

Financeincome

19

-

-

2

21

Financeexpense

(13)

(6)

-

(22)

(41)

Profit/(loss) beforetax

717

439

(1,986)

484

(346)

Taxexpense

(175)

(107)

-

(53)

(335)

Profit/(loss) for theyear

542

332

(1,986)

431

(681)


3. INVESTMENTS


Half-yearended

31 May2016

'000

Half-yearended

31 May2015

'000

Yearended 30November2015

(audited)

'000

AVAILABLE FOR SALEINVESTMENTS




Fair value:unquoted

40

93

40

Total

40

93

40

OTHER INVESTMENTS

Fair value:quoted

102

196

140

Fair value:warrants

85

167

180

Total

187

363

320

Totalinvestments

227

456

360

Quoted and unquoted investments include equity investments other than those in subsidiary undertakings. Warrants may be received during the ordinary course of business; there is no cash consideration associated with the acquisition.

Fairvalue,inthecaseofquotedinvestments,representsthebidpriceatthereportingdate.Inthecaseofunquotedinvestments, the fair value is estimated by reference to recent arm's length transactions. The fair value of warrants is estimated using established valuationmodels.


Half-yearended

31 May2016

'000

Half-yearended

31 May2015

'000

Yearended 30November2015

(audited)

'000

TRADING INVESTMENTS




Listed investments

286

261

1,932

Total

286

261

1,932

Investments are measured at fair value, which is determined directly by reference to published prices in an active market where available.

4. CASH, CASH EQUIVALENTS AND BANK OVERDRAFTS

Forthepurposesofthestatementofcashflows,cashandcashequivalentscomprisecashinhandanddepositswithbanksand financialinstitutionswithamaturityofuptothreemonths.

Cashandcashequivalentsrepresentthe Group's moneyandmoneyheldforsettlementofoutstanding transactions.

Moneyheldonbehalfofclientsisnotincludedinthestatementoffinancialposition.Clientmoneyat31May2016was111.6m (31May2015:130.8m;30November2015:97.6m).

5. SHARE CAPITAL

The total number of authorised ordinary shares is 34.5 million shares of 5p each (31 May 2015 and 30 November 2015: 34.5 million).Thetotalnumberofissuedordinarysharesis25.8millionsharesof5peach(31May2015:24.4millionand30November 2015:24.5million).

On23rdFebruary2016,WHIrelandGroupplcplaced1,193,000ordinarysharesfromitsauthorisedsharecapitalatanissueprice of90p.



6. EARNINGS PER SHARE

Basicearningspershare(EPS)iscalculatedbydividingtheprofitattributabletoequityholdersoftheCompanybytheweighted averagenumberofordinarysharesinissueduringtheyear,excludingordinarysharespurchasedbytheCompanyandheldas treasuryshares.

Diluted EPS is the basic EPS, adjusted for the effect of conversion into fully paid shares of the weighted average number of all dilutiveemployeeshareoptionsoutstandingduringtheperiod.At31May2016:nil(31May2015:34,838and30November2015: nil)optionswereexcludedfromtheEPScalculationastheywereanti-dilutive.Inaperiodwhenthecompanypresentspositive earningsattributabletoordinaryshareholders,anti-dilutiveoptionsrepresentoptionsissuedwheretheexercisepriceisgreater thantheaveragemarketpricefortheperiod.

Reconciliationoftheearningsandweightedaveragenumberofsharesusedinthecalculationsaresetoutbelow.


Half-yearended

31 May2016

'000

Half-yearended

31 May2015

'000

Yearended 30November2015

(audited)

'000

Weightedaveragenumberofsharesinissueduringtheperiod

25,480

24,268

24,287

Effectofdilutiveshareoptions

764

611

705


26,244

24,879

24,992


'000

'000

'000

Earnings attributable to ordinaryshareholders

(1,517)

452

(681)

BASICEPS




Continuingoperations

(5.95)p

1.86p

(2.81)p

DILUTEDEPS




Continuingoperations

(5.95)p

1.82p

(2.81)p

7. DIVIDENDS

Afinaldividendof2.0ppershare,inrespectoftheyearended30November2014,wasapprovedbyshareholdersattheAnnual General Meeting held on 26 March 2015. This was subsequently paid on 10 April 2015. No interim dividend has been paid or proposedinrespectofthecurrentfinancialyear(2015:nil).

8. SUBSEQUENT EVENTS

On 2 June 2016, WH Ireland Group plc announced that it had executed a seven year agreement with SEI Investments (Europe) Limited to outsource its Private Wealth Management back office operations. In addition, and as referenced in the Chairman's statement, the Group has agreed Heads of Terms for its freehold property in Manchester. Accordingly as at 31 May 2016, it is classified as assets held for sale.

9. AVAILABILITY OF INTERIM REPORT

CopiesofthisReportcanbedownloadedfromtheCompany'swebsiteatwww.wh-ireland.co.uk


Independent review to WHIreland

INTRODUCTION

Wehavebeenengagedbythecompanytoreviewtheinterimfinancialinformationintheinterimreportforthesixmonthsended 31May2016whichcomprisestheConsolidatedstatementofcomprehensiveincome,Consolidatedstatementoffinancialposition, Consolidatedstatementofcashflows,Consolidatedstatementofchangesinequityandrelatednotes.

Wehavereadtheotherinformationcontainedintheinterimreportandconsideredwhetheritcontainsanyapparentmisstatements ormaterialinconsistencieswiththeinformationintheinterimfinancialinformation.

DIRECTORS' RESPONSIBILITIES

Theinterimreport,includingtheinterimfinancialinformationcontainedtherein,istheresponsibilityofandhasbeenapproved bythedirectors.ThedirectorsareresponsibleforpreparingtheinterimreportinaccordancewiththerulesoftheLondonStock ExchangeforcompaniestradingsecuritiesonAIMwhichrequirethatthehalf-yearlyreportbepresentedandpreparedinaform consistentwiththatwhichwillbeadoptedinthecompany'sannualaccountshavingregardtotheaccountingstandardsapplicable tosuchannualaccounts.

OUR RESPONSIBILITY

Ourresponsibilityistoexpresstothecompanyaconclusionontheinterimfinancialinformationintheinterimreportbasedonour review.

Our report has been prepared in accordance with the terms of our engagement to assist the company in meeting the requirements of the rules of the London Stock Exchange for companies trading securities on AIM and for no other purpose. No person is entitled torelyonthisreportunlesssuchapersonisapersonentitledtorelyuponthisreportbyvirtueofandforthepurposeofourtermsof engagementorhasbeenexpresslyauthorisedtodosobyourpriorwrittenconsent.Saveasabove,wedonotacceptresponsibility forthisreporttoanyotherpersonorforanyotherpurposeandweherebyexpresslydisclaimanyandallsuchliability.

SCOPE OF REVIEW

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, ''Review of InterimFinancialInformationPerformedbytheIndependentAuditoroftheEntity'',issuedbytheAuditingPracticesBoardforuse intheUnitedKingdom.Areviewofinterimfinancialinformationconsistsofmakingenquiries,primarilyofpersonsresponsiblefor financialandaccountingmatters,andapplyinganalyticalandotherreviewprocedures.Areviewissubstantiallylessinscopethanan audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not expressanauditopinion.

CONCLUSION

Basedonourreview,nothinghascometoourattentionthatcausesustobelievethattheinterimfinancialinformationintheinterim reportforthesixmonthsended31May2016isnotprepared,inallmaterialrespects,inaccordancewiththerulesoftheLondonStock Exchange for companies trading securities onAIM.

BDOLLP

Chartered Accountants

London

United Kingdom

20 July2016

BDOLLPisalimitedliabilitypartnershipregisteredinEnglandandWales(withregisterednumberOC305127).


Advisers

AUDITORS

BDOLLP

55 Baker Street London

W1U7EU

BANKERS

Bank ofScotland

2nd Floor,

1 LochrinSquare 92-98 Fountainbridge

Edinburgh,EH39QA

BROKER

WH Ireland Limited

11 St James'sSquare Manchester, M26WH

COMPANY NUMBER

3870190

COMPANY SECRETARY AND REGISTERED OFFICE

Katy Mitchell

5thFloor

24 Martin Lane London, EC4R0DR

FINANCIAL PR ADVISERS

Tim Robertson
Novella Communications
Garrick House
1 Garrick Road
London, W1J 7AF

NOMINATED ADVISER

Spark Advisory Partners

5 St. John's Lane London, EC1M4BH

REGISTRARS

Neville RegistrarsLimited NevilleHouse

18LaurelLaneHalesowen

WestMidlands,B633DA



This information is provided by RNS
The company news service from the London Stock Exchange
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IR SEFFWSFMSEFW

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