REG - W.H. Ireland Group - Result of General Meeting and Total Voting Rights

WH IrelandAnnouncement

15/08/2023 15:00

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RNS Number : 4059J  W.H. Ireland Group PLC  15 August 2023

WH Ireland Group Plc

 

("WH Ireland" or the "Company")

 

Result of General Meeting and Total Voting Rights

 

Shareholder approval for £5m Placing and Share Sub-division

 

WH Ireland is pleased to announce that, at the General Meeting held earlier
today, all resolutions were duly passed. Accordingly, subject to Admission,
the Company has raised gross proceeds of £5 million pursuant to the Placing
and the Share Sub-division has been approved.

 

Capitalised terms used but not otherwise defined in this announcement shall
have the meanings ascribed to such terms in the Company's announcement at 7.00
a.m. on 28 July 2023, unless the context requires otherwise.

Commenting, Phillip Wale, CEO said:

 

"I am grateful to both our existing and new shareholders in the support shown
for our £5m capital raise. I believe that we are in a robust position from
which to take advantage of improved market conditions when they occur.

 

"The proceeds of the Placing bolster our regulatory capital and together with
the cost reductions identified, provide a stable platform from which we can
navigate through the challenging market backdrop. The full benefit of the
savings is anticipated to be realised during the course of calendar year Q4
2023."

 

Admission and Total Voting Rights

Following the General Meeting held earlier today, the Company will issue
166,666,667 Placing Shares and 4,166,666 Fee Shares.

 

Application has been made to the London Stock Exchange for admission of the
New Ordinary Shares (including the Placing Shares and Fee Shares) to trading
on AIM. It is expected that Admission will become effective and dealings in
the New Ordinary Shares will commence on AIM at 8.00 a.m. on 16 August 2023.
The New Ordinary Shares (including the Placing Shares and Fee Shares once
issued) will rank pari passu in all respects.

 

Following Admission, the total number of shares in the capital of the Company
in issue with voting rights will be 235,986,209 ordinary shares of 1 pence
each. This figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, WH Ireland under the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules.

 

Results of the meeting

Details of the results of the voting, by way of a poll vote, at the General
Meeting are set out below. Resolutions 1 to 3 are ordinary resolutions and
resolutions 4 to 5 are special resolutions.

 

 Resolution                                                                     For                          Against
                                                                                Votes       % of votes cast  Votes      % of votes cast
 1. To approve the Rule 9 waiver pursuant to the City Code on Takeovers and     17,212,303  89.91%           1,931,216  10.09%
 Mergers*
 2. To approve the sub-division of the existing ordinary shares                 50,850,820  96.34%           1,931,216  3.66%
 3. To authorise the directors to allot shares for the purposes of section 551  50,851,183  93.79%           3,367,825  6.21%
 of the Companies Act 2006 (the "Act")
 4. To empower the directors to allot equity securities pursuant to             50,850,820  93.79%           3,368,188  6.21%

 section 570 of the Act as if section 561 of the Act did not apply
 5. To adopt new articles of association of the Company                         50,850,820  96.34%           1,931,216  3.66%

 

* Resolution 1 was taken on a poll of Independent Shareholders (as defined in
the Circular) in accordance with the requirements of the City Code.

 

Resultant holding of TFG Asset Management UK

As detailed in the Company's Circular, immediately following Admission, the
resultant aggregate interest of TFG Asset Management UK LLP (in its capacity
as discretionary investment manager, acting on behalf of the Polygon Funds) in
the ordinary shares in the capital of the Company for the purpose of the City
Code, is 91,466,742 ordinary shares, representing 38.76% of the Enlarged Share
Capital.

 

For further information please contact:

 WH Ireland Group plc                                www.whirelandplc.com (http://www.whirelandplc.com)
 Phillip Wale, Chief Executive Officer               +44(0) 20 7220 1666

 Canaccord Genuity Limited                           www.canaccordgenuity.com (http://www.canaccordgenuity.com)
 Emma Gabriel / Harry Rees                           +44(0) 20 7523 8000

 MHP                                                 whireland@mhgroup.com
 Reg Hoare / Charles Hirst                           +44 (0) 20 3128 8793

 

 

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