05:47 Mon 30 Nov 2020
W.H. Ireland Group - Result of Placing and Notice of General Meeting
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU No. 596/2014) ("MAR"). THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
WH Ireland Group Plc
("WH Ireland" or the "Company")
Result of Placing
Notice of General Meeting
Related Party Transaction
PDMR Notification
The Company is pleased to announce that it has raised gross proceeds of
A total of 13,250,000 new ordinary shares in the capital of the Company ("Placing Shares") have been conditionally placed by WH Ireland Limited with new and existing investors at a price of
The Placing is subject to, inter alia, shareholder approval. The Placing Price represents a discount of approximately 3.6 per cent to the closing price of WH Ireland's existing ordinary shares of
The Placing proceeds will be used to fund the acquisition of Harpsden Wealth Management Limited, an independent financial advisory and wealth management company, as described in the Company's announcement this morning.
Related Party Transaction
Certain shareholders, being substantial shareholders in the Company as defined in the AIM Rules, have conditionally agreed to participate in the Placing as follows:
|
As at the Last Practicable Date |
Placing |
On Admission |
||
|
Ordinary Shares |
Percentage of Issued Share Capital (%) |
Number of Placing Shares |
Ordinary Shares |
Percentage of Issued Share Capital (%) |
Polygon Global Partners LLP |
14,543,5221 |
29.85% |
4,032,500 |
18,576,022 |
29.97% |
M&G Investment Management Ltd |
7,301,333 |
14.98% |
1,990,000 |
9,291,333 |
14.99% |
1. including 1,310,278 held by way of various CFDs
Name |
Role |
Number of Placing Shares |
Number of Ordinary Shares held following Admission |
Percentage of the Enlarged Share Capital (%) |
|
Non-Executive Chairman |
374,978 |
1,447,993 |
2.34% |
|
CEO |
18,000 |
130,000 |
0.21% |
|
Executive Director and Head of WM |
109,217 |
479,217 |
0.77% |
|
Non-Executive Director |
125,000 |
454,583 |
0.73% |
The participation of certain Directors (or their associates) and certain substantial shareholders in the Placing is a related party transaction for the purpose of Rule 13 of the AIM Rules. The Independent Directors (being those Directors who have not participated in the Placing) consider, having consulted with Spark Advisory Partners Limited, the Company's Nominated Adviser, that the terms of the transaction are fair and reasonable insofar as shareholders are concerned.
Further information contained in the appendix to this notification is disclosed in accordance with the requirements of the EU Market Abuse Regulation.
General Meeting
The Company also confirms that it will dispatch a Circular and notice of general meeting to convene a meeting of shareholders at
The Circular will set out arrangements for the General Meeting in light of the current British Government restrictions placed on public gatherings in response to the COVID-19 outbreak. Under the current prohibition on non-essential travel and public gatherings, it will not be possible for Shareholders to attend the General Meeting in person. Shareholders are strongly urged to vote by proxy in advance of the deadline by completing their form of proxy in accordance with the instructions and further details are set out in the Circular and the form of proxy. The Company will continue to monitor the restrictions in place in response to COVID-19 and, if circumstances change, it will consider if it is appropriate to open the Annual General Meeting for attendance by shareholders in person. If this is the case, an update will be given on the Company's website and an announcement will be made via a Regulatory Information Service.
Copies of the circular will shortly be posted to shareholders tomorrow and will be available from that date on the Company's website: www.whirelandplc.com
Admission to Trading on AIM
Application will be made to the London Stock Exchange for admission to trading of the Placing Shares on AIM. Subject to the Resolutions being passed at the General Meeting, it is expected that settlement of any such shares and Admission will become effective on or around
END.
For further information please contact:
WH Ireland Group plc |
|||
|
+44(0) 20 7220 1666 |
||
SPARK Advisory Partners Limited |
|
||
|
+44 (0) 20 3368 3555 |
||
|
+44 (0) 20 3128 8793 |
||
Asgard Partners |
+44 (0) 20 7653 9011 |
The information below, set out in accordance with the requirements of the EU Market Abuse Regulation, provides further detail on shares acquired.
1 |
Details of the person discharging managerial responsibilities/person closely associated |
|
a) |
Name |
|
2 |
Reason for the notification |
|
a) |
Position/status |
CEO |
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
Identification code |
Ordinary shares of 5p
GB0009241885 |
b) |
Nature of the transaction |
Conditional purchase of Ordinary Shares (subject only to GM) |
c) |
Price(s) and volume(s) |
18,000 ordinary shares at 40p |
d) |
Aggregated information - Aggregated volume - Price |
18,000 ordinary shares 40p |
e) |
Date of the transaction |
|
f) |
Place of the transaction |
London Stock Exchange, AIM |
1 |
Details of the person discharging managerial responsibilities/person closely associated |
|
a) |
Name |
|
2 |
Reason for the notification |
|
a) |
Position/status |
Chairman |
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
Identification code |
Ordinary shares of 5p
GB0009241885 |
b) |
Nature of the transaction |
Conditional purchase of Ordinary Shares (subject only to GM) |
c) |
Price(s) and volume(s) |
374,978 ordinary shares at 40p |
d) |
Aggregated information - Aggregated volume - Price |
374,978 ordinary shares 40p |
e) |
Date of the transaction |
|
f) |
Place of the transaction |
London Stock Exchange, AIM |
1 |
Details of the person discharging managerial responsibilities/person closely associated |
|
a) |
Name |
|
2 |
Reason for the notification |
|
a) |
Position/status |
Executive Director and Head of WM |
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
Identification code |
Ordinary shares of 5p
GB0009241885 |
b) |
Nature of the transaction |
Conditional purchase of Ordinary Shares (subject only to GM) |
c) |
Price(s) and volume(s) |
109,217 ordinary shares at 40p |
d) |
Aggregated information - Aggregated volume - Price |
109,217 ordinary shares 40p |
e) |
Date of the transaction |
|
f) |
Place of the transaction |
London Stock Exchange, AIM |
1 |
Details of the person discharging managerial responsibilities/person closely associated |
|
a) |
Name |
|
2 |
Reason for the notification |
|
a) |
Position/status |
Non-executive Director |
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
Identification code |
Ordinary shares of 5p
GB0009241885 |
b) |
Nature of the transaction |
Conditional purchase of Ordinary Shares (subject only to GM) |
c) |
Price(s) and volume(s) |
125,000 ordinary shares at 40p |
d) |
Aggregated information - Aggregated volume - Price |
125,000 ordinary shares 40p |
e) |
Date of the transaction |
|
f) |
Place of the transaction |
London Stock Exchange, AIM |
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