TIDMWHI
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 GBP5
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 (GBP4.9m) 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
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
T: +44 (0)20 7523 8000
MHP Communications
Reg Hoare / Charles Hirst
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 Initial notification
/Amendment
---------------------------- ----------------------------------
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 Salary Sacrifice Options
of the financial
instrument, ISIN: GB0009241885
type of instrument
Identification
code
---------------------------- ----------------------------------
b) Nature of the
transaction
---------------------------- ----------------------------------
c) Price(s) and Price No. of shares
volume(s) nil cost 6,666,666
--------------
---------------------------- ----------------------------------
d) Aggregated information
- Aggregated
volume n/a single transaction
- Price
---------------------------- ----------------------------------
e) Date of the 28 July 2023
transaction
---------------------------- ----------------------------------
f) Place of the Outside of a trading venue
transaction
---------------------------- ----------------------------------
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 Initial notification
/Amendment
---------------------------- ----------------------------------
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 Salary Sacrifice Options
of the financial
instrument, ISIN: GB0009241885
type of instrument
Identification
code
---------------------------- ----------------------------------
b) Nature of the
transaction
---------------------------- ----------------------------------
c) Price(s) and Price No. of shares
volume(s) nil cost 3,066,666
--------------
---------------------------- ----------------------------------
d) Aggregated information
- Aggregated
volume n/a single transaction
- Price
---------------------------- ----------------------------------
e) Date of the 28 July 2023
transaction
---------------------------- ----------------------------------
f) Place of the Outside of a trading venue
transaction
---------------------------- ----------------------------------
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 Initial notification
/Amendment
---------------------------- ----------------------------------
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 Salary Sacrifice Options
of the financial
instrument, ISIN: GB0009241885
type of instrument
Identification
code
---------------------------- ----------------------------------
b) Nature of the
transaction
---------------------------- ----------------------------------
c) Price(s) and Price No. of shares
volume(s) nil cost 3,333,333
--------------
---------------------------- ----------------------------------
d) Aggregated information
- Aggregated
volume n/a single transaction
- Price
---------------------------- ----------------------------------
e) Date of the 28 July 2023
transaction
---------------------------- ----------------------------------
f) Place of the Outside of a trading venue
transaction
---------------------------- ----------------------------------
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END
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July 28, 2023 03:53 ET (07:53 GMT)
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