Result of General Meeting and Total Voting Rights

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 Mergers*	17,212,303	89.91%	1,931,216	10.09%
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 of the Companies Act 2006 (the "Act")	50,851,183	93.79%	3,367,825	6.21%
4. To empower the directors to allot equity securities pursuant to section 570 of the Act as if section 561 of the Act did not apply	50,850,820	93.79%	3,368,188	6.21%
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
Phillip Wale, Chief Executive Officer	[phone]
Canaccord Genuity Limited	www.canaccordgenuity.com
Emma Gabriel / Harry Rees	[phone]
MHP	[e-mail]
Reg Hoare / Charles Hirst	[phone]

 

END