REG - W.H. Ireland Group - Result of Placing

WH IrelandAnnouncement

28/07/2023 09:00

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RNS Number : 5583H  W.H. Ireland Group PLC  28 July 2023

This announcement contains certain inside information for the purposes of
Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"),
and is disclosed in accordance with the Company's obligations under Article 17
of MAR.

 

WH Ireland Group Plc

 

("WH Ireland" or the "Company"

and with its subsidiaries the "Group")

 

Result of Placing

WH Ireland Group Plc (AIM:WHI) confirms further to its announcement of 7.00
a.m. (London time) on 28 July 2023 (the "Announcement"), that it has
successfully closed the Placing.

Capitalised terms used but not otherwise defined in this announcement shall
have the meanings ascribed to such terms in the Announcement, unless the
context requires otherwise.

Subject to the satisfaction of the conditions referred to below, the Placing
has raised, in aggregate, gross proceeds of £5 million through the placing of
166,666,667 Ordinary Shares (the "Placing Shares") with certain institutional
and other investors at a price of 3 pence per share (the "Placing Price").

The Placing is conditional, inter alia, upon:

·    the passing of the Resolutions;

·    the delivery by the Company to the Broker of certain documents
required under the Placing Agreement;

·    the Company having fully performed its obligations under the Placing
Agreement (to the extent that such obligations fall to be performed prior to
Admission); and

·    the Placing Agreement having become unconditional and not having been
terminated by the Broker in accordance with its terms.

As confirmed in the Announcement, Shareholders which together hold, or are
able to control the voting in respect of, Ordinary Shares representing
approximately (i) 37.84 per cent. of the Ordinary Shares expected to be
entitled to vote on the Rule 9 Waiver Resolution, have irrevocably undertaken
to vote in favour of the Resolution to approve the Rule 9 Waiver; and (ii)
63.05 per cent. of the Existing Ordinary Shares, have irrevocably undertaken
to vote in favour of the other Resolutions.

In addition, the Company has received letters of intent which together hold,
or are able to control the voting in respect of, Ordinary Shares representing
approximately (i) 20.54 per cent. of the Ordinary Shares expected to be
entitled to vote on the Rule 9 Waiver Resolution, to vote in favour of the
Resolution to approve the Rule 9 Waiver; and (ii) 15.25 per cent. of the
Existing Ordinary Shares the Resolutions, to vote in favour of the other
Resolutions.

Therefore, the Company has received irrevocable undertakings and letters of
intent to vote in favour of the Resolutions in respect of 58.37 per cent. of
the Ordinary Shares expected to be entitled to vote on the Rule 9 Waiver
Resolution to approve the Rule 9 Waiver and 78.30 per cent. of the Existing
Ordinary Shares in respect of the other Resolutions.

Use of Proceeds

The net proceeds of the Placing (£4.9m) will be used:

·    for FCA regulatory capital requirements;

·    to fund the costs associated with the Group's cost cutting exercise;

·    for the provision of certain discretionary bonuses for retention
purposes in the WM division from the prior financial year; and

·    for working capital purposes.

Salary Sacrifice

Phillip Wale has agreed to sacrifice c. 30 per cent. of his salary in
consideration of being awarded with options to subscribe, at nil cost, for
6,666,666 New Ordinary Shares, with such options vesting on a monthly basis
over such period and (subject to vesting) which may be exercised in the period
of ten years following the date of vesting.  Vesting is subject to his
remaining an employee of the Company at the relevant time.  In addition,
Simon Jackson and Michael Bishop have each agreed to sacrifice a proportion of
their respective salaries in consideration of being awarded with options to
subscribe, at nil cost, for 3,066,666 and 3,333,333 New Ordinary Shares,
respectively, and otherwise on the same terms.  These salary sacrifice
arrangements are subject to the passing of the relevant Resolutions at the
General Meeting.

Participation by TFG Asset Management UK

TFG Asset Management UK is currently interested in 18,576,022 Ordinary Shares
(including 1,310,278 by way of contracts for differences) which carry 28.51
per cent. of the Company's voting rights. Pursuant to the Placing, TFG Asset
Management UK has agreed (on behalf of the Polygon Funds) that the Polygon
Funds will subscribe for 45,270,601 Placing Shares and will be interested in a
further 27,620,119 Placing Shares pursuant to contracts for differences
("CFD") entered into with the CFD counterparties. Accordingly, following
completion of the Placing, TFG Asset Management UK (taking into account New
Ordinary Shares held directly by the Polygon Funds and New Ordinary Shares
held by CFD Counterparties) would be interested (for the purpose of the City
Code) in New Ordinary Shares carrying 30 per cent. or more of the Company's
voting share capital, which would ordinarily result in TFG Asset Management UK
having to make a mandatory offer under Rule 9 of the City Code.

In the event that the Resolution to approve the Rule 9 Waiver is approved, and
on the assumption that the Placing is completed, and that no person exercises
any options or other rights to subscribe for Ordinary Shares or New Ordinary
Shares, as at Admission, the aggregate interest of TFG Asset Management UK
(and any persons acting in concert with it) in shares which carry voting
rights in the Company (for the purpose of the City Code) would increase from
28.51 per cent. to 38.76 per cent.

Rule 9 Waiver Proposals

The Directors, who have been so advised by Canaccord Genuity, consider the
Rule 9 Waiver Proposals to be fair and reasonable and in the best interests of
the Shareholders and the Company as a whole. In providing advice to the
Directors, Canaccord Genuity has taken into account the Directors' commercial
assessments.

Related Party Transactions

As TFG Asset Management UK is a substantial shareholder in the Company, the
allotment and issue of the TFG Asset Management UK Placing Shares constitutes
a related party transactions for the purpose of the AIM Rules. The Directors
consider, having consulted with Canaccord Genuity, the Company's nominated
adviser, that the terms of the participation in the Placing by TFG Asset
Management UK is fair and reasonable in so far as Shareholders are concerned.

As Phillip Wale and Simon Jackson are Directors of the Company, the grant of
the Salary Sacrifice Options to Phillip Wale and Simon Jackson constitutes a
related party transaction for the purpose of the AIM Rules. The Directors
(other than Phillip Wale and Simon Jackson who are not independent for this
purpose) consider, having consulted with Canaccord Genuity, the Company's
nominated adviser, that the terms of this grant of Salary Sacrifice Options
are fair and reasonable in so far as Shareholders are concerned.

Shares in lieu of fees

The Company is issuing Harry Ansell 4,166,666 New Ordinary Shares in
satisfaction of advisory fees to the Company in connection with the Placing
("Fee Shares").

Recommendation

The Directors, who have been so advised by Canaccord Genuity, consider the
Rule 9 Waiver Proposals to be fair and reasonable and in the best interests of
the Shareholders and the Company as a whole. In providing advice to the
Directors, Canaccord Genuity has taken into account the Directors' commercial
assessments.

In addition, the Directors consider that all of the other 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 all the Resolutions as the Directors have irrevocably undertaken to
do in respect of their entire beneficial holdings, amounting in aggregate to
785,605 Ordinary Shares, representing approximately 1.21 per cent. of the
Ordinary Shares.

Commenting, Phillip Wale, CEO said "The proceeds of today's Placing bolsters
our regulatory capital and together with the cost reductions we are
implementing, we believe provide a stable platform from which the Company can
navigate these challenging markets. I am grateful for the support of our
existing and new shareholders and believe we are in a stronger position to
take advantage of better market conditions as and when they come."

Admission and Total Voting Rights

Subject to all resolutions being passed at the General Meeting, application
will be made to the London Stock Exchange for admission of the New Ordinary
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 or around 15 August 2023 (or such later date as may be agreed
between the Company and the Bookrunner, but no later than 29 September 2023).

The New Ordinary Shares and Fee Shares will be issued fully paid and will rank
pari passu in all respects with the Company's existing Ordinary Shares.

Following Admission, the total number of Ordinary Shares in the capital of the
Company in issue will be 235,986,209 with voting rights. 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, the Company's share capital pursuant to (i) the
Company's Articles, (ii) the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules and/or (iii) the AIM Rules for Companies issued by the
London Stock Exchange plc as amended from time to time.

For further information, please contact:

WH Ireland Group plc

Phillip Wale, Chief Executive Officer

www.whirelandplc.com (http://www.whirelandplc.com)
 

T: +44 (0)20 7 220 1666

 

WH Ireland Limited (as Broker to the Placing)

Harry Ansell/Dan Bristowe/Katy Mitchell

T: +44 (0)20 7 220 1666

Canaccord Genuity Limited (Nominated Adviser and Joint Broker to the Company)

Emma Gabriel/Harry Rees

www.canaccordgenuity.com (http://www.canaccordgenuity.com)

T: +44 (0)20 7523 8000

 

MHP Communications

Reg Hoare / Charles Hirst

whireland@mhpgroup.com (mailto:whireland@mhpgroup.com)

T: +44 (0) 20 3128 8793

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Phillip Wale
 2    Reason for the notification
 a)   Position/status                                              Chief Executive Officer
 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         WH Ireland Group plc

 b)   LEI                                                          213800HB9TO5O4WD6S66
 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Salary Sacrifice Options

      Identification code

                                                                   ISIN: GB0009241885
 b)   Nature of the transaction
 c)   Price(s) and volume(s)                                       Price     No. of shares
                                                                   nil cost  6,666,666
 d)   Aggregated information

      - Aggregated volume

      - Price                                                      n/a single transaction

 e)   Date of the transaction                                      28 July 2023
 f)   Place of the transaction                                     Outside of a trading venue

d)

Aggregated information

- Aggregated volume

- Price

 

 

n/a single transaction

 

e)

Date of the transaction

28 July 2023

f)

Place of the transaction

Outside of a trading venue

 

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Simon Jackson
 2    Reason for the notification
 a)   Position/status                                              Chief Financial Officer
 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         WH Ireland Group plc

 b)   LEI                                                          213800HB9TO5O4WD6S66
 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Salary Sacrifice Options

      Identification code

                                                                   ISIN: GB0009241885
 b)   Nature of the transaction
 c)   Price(s) and volume(s)                                       Price     No. of shares
                                                                   nil cost  3,066,666
 d)   Aggregated information

      - Aggregated volume

      - Price                                                      n/a single transaction

 e)   Date of the transaction                                      28 July 2023
 f)   Place of the transaction                                     Outside of a trading venue

d)

Aggregated information

- Aggregated volume

- Price

 

 

n/a single transaction

 

e)

Date of the transaction

28 July 2023

f)

Place of the transaction

Outside of a trading venue

 

 

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Michael Bishop

 2    Reason for the notification
 a)   Position/status                                              PDMR
 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         WH Ireland Group plc

 b)   LEI                                                          213800HB9TO5O4WD6S66
 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Salary Sacrifice Options

      Identification code

                                                                   ISIN: GB0009241885
 b)   Nature of the transaction
 c)   Price(s) and volume(s)                                       Price     No. of shares
                                                                   nil cost  3,333,333

 
 d)   Aggregated information

      - Aggregated volume

      - Price                                                      n/a single transaction

 e)   Date of the transaction                                      28 July 2023
 f)   Place of the transaction                                     Outside of a trading venue

 

d)

Aggregated information

- Aggregated volume

- Price

 

 

n/a single transaction

 

e)

Date of the transaction

28 July 2023

f)

Place of the transaction

Outside of a trading venue

 

 

 

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