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W.H. Ireland Group (WHI)

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Monday 20 February, 2006

W.H. Ireland Group

Preliminary Results

W.H. Ireland Group PLC
20 February 2006

                              WH IRELAND GROUP plc
                          ('WH Ireland' or 'the Group')

                              PRELIMINARY RESULTS
                        FOR THE YEAR TO 30 NOVEMBER 2005

The principal activity of WH Ireland is the provision of stockbroking, corporate
finance, investment management and financial services to both private and
institutional clients. The firm has a national network of offices including
Manchester, London, Birmingham and Cardiff.

                                   Key Points

  * Pre-tax profit increased by 22% to a record £3.2m (2004: £2.6m)

  * Turnover up by 36% to £23.0m (2004: £16.9m)

  * Net assets (before minority interests) increased by 26% to £12.8m (2004:
    £10.1m)representing approximately 80p per share (2004: 64p)

  * Proposed final dividend of 2.5p per share giving a total of 3.75p for the
    year (2004: 2.25p), an increase of 67%

  * Strong progress across all four core business areas:

    - Investment management - stockbroking funds under management up 34% to 
      £390m (2004: £291m)
    - Corporate finance - advised on 40 corporate transactions (2004: 29)
    - IFA business - making excellent progress
    - Stockbroking - commission up by 23%

  * Acquisition of WHI Australia Pty Limited

  * Post year end acquisition of TD Waterhouse's institutional team based in

  * Continued expansion of London office

  * Outlook remains encouraging

Laurie Beevers, chief executive, commenting, said,

'The new year has started well with four corporate transactions early in the
year and we look forward to a successful outcome for the year as a whole. It is
our intention to continue to build the business both organically and by
selective acquisition including the addition of further client advisers to
increase our market share and support our profitability.'

Press enquiries:

WH Ireland Group plc                 Tel: 020 7448 1000 (today)
Laurie Beevers, Chief Executive      Tel: 0161 832 6644 Mobile: 07903 164004
David Youngman, Managing Director    Tel: 0161 832 6644
Richard Lee                          Tel: 0161 832 6644

Biddicks                             Tel: 020 7448 1000
Zoe Biddick or Katie Tzouliadis

Chairman's Statement

I am pleased to report to you that 2005 was another year of significant progress
for the Group on all fronts. Turnover increased by 36% to a record £23.0m whilst
pre-tax profit of £3.2m also reached a record high. The increase of 22% is the
third successive year for which we have recorded a substantial increase in
pre-tax profit.

Our stockbroking funds under discretionary and advisory management have
increased by 34% to £390m from £291m last year, on top of which our financial
services subsidiary now advises on over £125m of clients assets, and in
Australia DJ Carmichael now has £22m under management. In addition we have a
further £420m of assets within our nominee accounts and DJ Carmichael has £212m
under its nominee control, meaning that the Group has over £1.1bn in total of
assets under its management or control.

Following our continued strong performance, we intend to propose a further
increase in our normal final dividend of 66.7% to 2.5p, making a total of 3.75p
for the year as a whole. The final dividend will be paid on 28 April 2006 to
shareholders on the register at the close of business on 10 March 2006. Once
again, a scrip dividend alternative will be available.

We have taken significant steps to strengthen our market position and client
services with the appointment of senior executives in both sales and
administration functions to ensure the Group has a stable platform on which to
develop in the future. I am particularly pleased to welcome Chris Muir who
joined us as Managing Director of WH Ireland Ltd in September 2005.

In August 2005, as planned, our team in London moved to new offices in Martin
Lane in the City. In these offices we now employ 31 people, most of whom are
front office staff. As well as providing an excellent working environment for
our broking and corporate finance teams, our new London offices provide us with
room for further expansion and enhanced facilities for our clients.

We are currently in the advanced stages of implementing a new proven
stockbroking computer system which will give us access to the latest technology
for both our front and back office administration.

During the year the private client broking side continued to perform well and we
opened further private client offices in Leicester and Stockport where
experienced client advisers have joined us. In addition, we have opened our
first Scottish office in Kilmarnock. Following the period end in January, we
also opened an office in Leeds when we acquired the institutional team of TD
Waterhouse. It is our intention to develop the Leeds office into a full service
office, including corporate finance and private client broking, to serve the
area to the east of the Pennines. We welcome the staff of these offices to the
Group, and we anticipate that, in particular, the latter two offices will play a
significant part in increasing our institutional research coverage.

As we reported in our interim statement in June 2005, we acquired a 51%
interest, along with further share options over the remaining shares, in WHI
Australia Pty Limited, which owns 100% of DJ Carmichael Pty Limited ('DJC'). DJC
is one of the oldest established stockbroking firms in Perth, Western Australia.
This investment is performing well and we welcome our many friends in that firm
to the Group. This merger brings together considerable expertise in corporate
finance and resource stocks as well as general stockbroking and complements our
existing expertise in those areas.

In corporate finance we have once again had a successful year, completing 25 AIM
admissions, 13 secondary fundraisings and 2 other transactions in the period,
raising in excess of £80m for clients. We now have a total of 70 retained
corporate clients who are serviced by 14 corporate finance personnel supported
by corporate broking and research. We are pleased that our new clients come from
a spread of industrial and service sectors as well as mining and resources. We
have introduced a number of overseas companies to AIM and continue to work
with the London Stock Exchange to promote this highly successful market. I am
particularly pleased to see the growth achieved by AIM as I was a member of the
committee of the London Stock Exchange which established the market some 10
years ago.

Our investments continue to grow. In particular, Ultimate Finance, where we have
a 23% shareholding, has reported its maiden profit and is trading very
successfully in the asset finance market. During the year we sold 300,000 shares
in the London Stock Exchange and at the year end still held 314,285. We also
hold warrants and options in several client companies on whose flotations we
have advised. In July 2005 we acquired a 20% interest in Acceleris Corporate
Ventures Limited, a private equity house, increasing by a further 2.5% after the
year end on the exercise of an option.

Our IFA subsidiary, WH Ireland (Financial Services) Limited, with offices
currently in Manchester and Cardiff, has had another excellent year. It provides
a significant addition to our client service offering.

As the Group has expanded we have considered it important that the composition
of the main Board should reflect its growing responsibilities. With this in
mind, I am pleased to welcome Mike Frame who is a chartered accountant and is
the Group Compliance Officer to the position of Group Company Secretary.

In the financial services industry it is sometimes the client advisers and
corporate financiers who get the plaudits, but their success depends crucially
on the back up they receive from accountancy, compliance and indeed all
administration personnel.

This is a people business and our staff numbers in the UK have now grown to over
190. I would like to thank each and every one of them for their contribution to
the development of the firm at every level. Their hard work and enthusiasm in a
changing environment have collectively achieved these impressive results.

Sir David Trippier RD JP DL

Non-executive Chairman

WH Ireland Group plc
Consolidated profit and loss account
for the year ended 30 November 2005
                                              Year ended                 Year ended
                                             30 November                30 November
                                                    2005                       2004
                         Note                          £                          £
----------------------  -----     --------   -----------     --------   -----------

Group turnover
Continuing operations                         20,960,555                 16,889,225
Acquisitions                                   2,046,692                          -
                                             -----------                -----------
                                              23,007,247                 16,889,225

Administrative expenses                      (20,562,231)               (14,951,179)
----------------------  -----     --------   -----------     --------   -----------
Group operating profit
Continuing operations            2,355,624                  1,938,046
Acquisitions                        89,392                          -
                                             -----------                -----------
                                               2,445,016                  1,938,046
Share of operating
profit before tax in                              
associates                                        67,675                      2,919
----------------------  -----     --------   -----------     --------   -----------
                                               2,512,691                  1,940,965

Profit on disposal of
fixed asset investments   2                      653,993                    359,057
Income from fixed        
asset investments         3                       47,109                    368,704
----------------------  -----     --------   -----------     --------   -----------
                                               3,213,793                  2,668,726
Other interest
receivable and similar                         
income                                           494,059                    354,367
Amounts (written off)/
written back on                                
investments                                      (34,224)                     6,730
Interest payable and                          
similar charges                                 (473,579)                  (405,680)
----------------------   -----     --------   ----------     --------   -----------
Profit on ordinary
activities before                           
taxation                                       3,200,049                  2,624,143
Tax on profit on                            
ordinary activities                           (1,043,694)                  (763,273)
----------------------  -----     --------    ----------      --------   ----------
Profit on ordinary
activities after                             
taxation                                        2,156,355                  1,860,870
Minority Interest                                 (20,806)                         -
----------------------  -----     --------    -----------     --------   -----------
Profit for the                              
financial year                                  2,135,549                  1,860,870
Dividends                 4                      (600,302)                  (668,095)
----------------------  -----     --------    -----------     --------   -----------
Retained profit for                          
the year                                        1,535,247                  1,192,775
----------------------  -----     --------    -----------     --------   -----------

Earnings per share
(in accordance with FRS 14)
Basic                     5                        13.48p                     11.88p
Diluted                   5                        12.13p                     11.18p
----------------------  -----     --------    -----------     --------   -----------

All turnover and results in the current and previous year relate to continuing

WH Ireland Group plc
Consolidated statement of total recognised gains and losses
For the year ended November 2005
                                                         Year ended   Year ended
                                                        30 November  30 November
                                                               2005         2004
                                                                  £            £
---------------------------                    -------   ----------  -----------
Profit for the financial year                             2,135,549    1,860,870
Unrealised surplus on revaluation of fixed
asset investments                                         1,083,223    1,722,124
Unrealised gain on revaluation of properties                 76,805            -
Taxation on current year's realised surplus
on revaluation of fixed assets                             (426,734)           -
revaluation of fixed assets
Currency translation differences                             23,724            -
Non trading increase in net assets of
associate arising from external subscriptions                     -       43,081         
-------------------------------                -------     --------     --------
Total recognised gain for the year                        2,892,567    3,626,075
-------------------------------                -------     --------     --------

Note of historical cost profits and losses
for the period ended 30 November 2005

                                                       Year ended    Year ended
                                                      30 November   30 November
                                                             2005          2004
                                                                £             £
-------------------------------                          --------      --------
Reported profit on ordinary activities before tax       3,200,049     2,624,143
Realisation of fixed asset investment revaluation
gains                                                   1,422,445         1,915
-------------------------------                          --------      --------
Historical cost profit on ordinary activities
before taxation                                         4,622,494     2,626,058
-------------------------------                          --------      --------
Historical cost profit retained for the year after
the provisions for taxation, dividends and
Minority Interest                                       2,530,958     1,194,690
-------------------------------                          --------      --------

WH Ireland Group plc
Consolidated balance sheet
As at 30 November 2005
                                               2005          2005            2004          2004
                                Note              £             £               £             £
----------------------------   -----      ---------      --------        --------      --------
Fixed assets
Intangible assets                                       3,319,466                     3,052,104
Tangible assets                                         5,685,833                     5,173,591
   - Fixed asset investments     6        6,181,536                     6,060,443
   - Investments in associates              765,942                       484,512
                                          ---------                      --------
                                                        6,947,478                     6,544,955
----------------------------   -----      ---------      --------        --------      --------
                                                       15,952,777                    14,770,650
Current assets
Debtors                                  69,730,570                   122,661,229
Investments                                  14,702                        15,191
Cash at bank and in hand                  7,362,131                    10,883,582
----------------------------   -----      ---------      --------        --------      --------
                                         77,107,403                   133,560,002
----------------------------   -----      ---------      --------        --------      --------
Creditors: amounts falling       7      
due within one year                     (72,774,259)                 (131,789,786)
----------------------------   -----      ---------      --------       ---------      --------
Net current assets                                      4,333,144                     1,770,216
----------------------------   -----      ---------      --------       ---------      --------
Total assets less current                            
liabilities                                            20,285,921                    16,540,866
Creditors: amounts falling
due after more than one year     8                     (6,177,135)                   (6,162,692)
Provisions for liabilities
and charges                                              (115,608)                     (264,118)
---------------------------    -----      ---------      --------       ---------      --------
Net assets                                             13,993,178                    10,114,056
---------------------------    -----      ---------      --------       ---------      --------

Capital and reserves
Called up share capital                                   800,820                       786,161
Share premium account                                   1,604,644                     1,239,687
Capital redemption reserve                                226,333                       226,333
Merger reserve                                            490,511                       490,511
Other reserves                                            753,704                       753,704
Revaluation reserve                                     4,378,655                     4,641,072
Profit and loss account                                 4,531,270                     1,976,588
---------------------------    -----      ---------      --------       ---------      --------
Equity shareholders' funds                             12,785,937                    10,114,056
Minority Interest (all                                  1,207,241                             -
---------------------------    -----      ---------      --------       ---------      --------
Total Capital Employed                                 13,993,178                    10,114,056
---------------------------    -----      ---------      --------       ---------      --------

WH Ireland Group plc
Consolidated cash flow statement for the year ended 30 November 2005

                                                         Year ended   Year ended
                                                        30 November  30 November
                                                               2005         2004
                                                                  £            £
----------------------------------------       ------   -----------   ----------
Net cash (outflow)/inflow from operating
activities                                               (3,465,512)   5,955,730
Returns on investments and servicing of                   
finance                                                     169,915      370,222
Taxation                                                 (1,583,066)    (116,161)
Capital expenditure and financial investment              1,977,037      426,385
Acquisitions and disposals                                  327,710     (222,471)
Equity dividends paid                                      (691,679)    (211,104)
----------------------------------------       ------   -----------   ----------
Cash (outflow)/inflow before financing                   (3,265,595)   6,202,601
Financing                                                  (276,400)    (402,849)
----------------------------------------       ------   -----------   ----------
(Decrease)/increase in cash in the year                  (3,541,995)   5,799,752
----------------------------------------       ------   -----------   ----------

WH Ireland Group plc
Reconciliation of movement in equity shareholders' funds
for the year ended 30 November 2005
                                                             Group         Group
                                                              2005          2004
                                                                 £             £
----------------------------------------------------    ----------   -----------
Profit for the financial year before dividends           2,135,549     1,860,870
Dividends                                                 (600,302)     (668,095)
----------------------------------------------------    ----------   -----------
Profit for the financial year                            1,535,247     1,192,775
Surplus/(deficit) on investment revaluation reserve      1,083,223     1,722,124
Surplus on property revaluation reserve                     76,805             -
Tax in respect of current year realised surplus on
revaluation                                               (426,734)            -
Non trading increase in net assets of associates                 -        43,081
Shares issued in payment of scrip dividends in the
year                                                        58,525        24,244
Shares issued on acquisition of subsidiary
undertaking                                                321,091             -
New shares issued                                                -        19,176
Shares issued in payment of deferred consideration               -       141,667
Transfer from shares to be issued                                -      (141,667)
Payment in settlement of shares to be issued                     -      (141,666)
Exchange rate adjustments                                   23,724             -
---------------------------------------------------       --------      --------
Increase in shareholders funds during the year           2,671,881     2,859,734
Opening equity shareholders' funds                      10,114,056     7,254,322
---------------------------------------------------       --------      --------
Closing equity shareholders' funds                      12,785,937    10,114,056
---------------------------------------------------       --------      --------

WH Ireland Group plc
Notes to the preliminary statement
for the year ended 30 November 2005

1. Basis of accounting for the carried interest scheme

During the year the Company maintained a carried interest bonus scheme under
which bonuses may be payable to certain corporate finance personnel when certain
warrants or shares acquired as part of a corporate finance transaction are
ultimately sold at a profit. Details of this scheme are given in the
remuneration report. The relevant warrants and shares are included within fixed
asset investments and are revalued at the year end reporting date and a bonus is
provided on 50% of the expected profit should the warrants or shares be sold at
that revalued amount, being the maximum amount of bonus that may be paid out.
The amount of the bonus provision relating to warrants where the expiry date is
less than one year is shown in creditors under one year, and the balance is
shown in creditors over one year.

At the 30 November 2005 revaluation the relevant warrants had an additional
revaluation gain of £1,066,883 and the shares a revaluation loss of £54,090 and
accordingly a bonus of £533,442 would need to be provided on the warrant
revaluation gains and a write back of bonus provisions of £27,045 on the
revaluation losses on shares. Under the specific requirements of the Companies
Acts and relevant Financial Reporting Standards the full amount of the
revaluation gain would be taken through the statement of total recognised gains
and losses to the revaluation reserve in the balance sheet whilst the provision
for the bonuses would be taken to the profit and loss account. The Directors do
not consider that adopting this accounting treatment truly matches the bonus
expense against the relevant gain and thus does not show a true and fair view of
the reasoning and substance behind the relevant accounting entries. In order to
show a true and fair view of the carried interest scheme the Directors have
departed from the prescribed accounting treatment and have credited a sufficient
amount of the gain to the profit and loss account to match the relevant bonus
provision, as a credit within administrative expenses where the related bonus is
charged. The effect of this is to avoid a reduction in profits of £506,397
should the bonus alone be reported in the profit and loss account.

During the current year certain warrants within the carried interest scheme were
exercised and the shares acquired therefrom were sold resulting in a profit
being credited to the profit and loss account of £326,946 and a bonus being
charged of £163,473 was paid out from that profit. Under the specific
requirements of the Companies Acts and relevant Financial Reporting Standards
the profit on sale of the shares should be disclosed below the operating profit
line under the heading profit on disposal of fixed assets and the bonus should
be included in staff costs above the operating profit line. The Directors do not
believe that this accounting treatment properly reflects the matching of the
bonus and the specific gain it is paid out from, nor with the presentation of
equivalent revaluations within operating profit (see paragraph above).
Accordingly the Directors have departed from these accounting requirements and
have taken a sufficient amount of the gain as matches the bonus paid and have
reported this above the operating profit line as a credit to administration
expenses. This treatment has no effect on the reported profits before tax for
the year, but it moves a realised gain of £163,473 from below to above the
operating profit line.

2. Profit on disposal of fixed asset investments
                                                      Year ended     Year ended
                                                     30 November    30 November
                                                            2005           2004
                                                               £              £
------------------------------------                    --------       --------
Gross profit on disposal of fixed asset
investments                                              817,466        718,123
Amount taken to administration expenses to
offset against the bonus payment thereon (see
note 1)                                                 (163,473)      (359,066)
------------------------------------                    --------       --------
Net profit on disposal of fixed asset
investments                                              653,993        359,057
------------------------------------                    --------       --------

3. Income from fixed asset investments
                                                    Year ended       Year ended
                                                   30 November      30 November
                                                          2005             2004
                                                             £                £
-----------------------------------                   --------         --------
Quoted investments                                      31,839          359,151
Unquoted investments                                    15,270            9,553
-----------------------------------                   --------         --------
                                                        47,109          368,704
-----------------------------------                   --------         --------

Income from quoted investments in 2004 includes an exceptional item of a special
dividend of £330,000 received on our holding of shares in the London Stock

4. Dividends
                                                       Year ended     Year ended
                                                      30 November    30 November
                                                             2005           2004
                                                                £              £
--------------------------------------------------       --------       --------
Equity shares:
Interim dividend paid at 1.25p per share 
(2004:0.75p)                                              199,892        117,783
Final dividend proposed at 2.5p per share (2004:
1.50p)                                                    400,410        235,848
Special final dividend proposed at nil per share
(2004: 2.0p)                                                    -      314,464
--------------------------------------------------       --------       --------
                                                        600,302        668,095
--------------------------------------------------       --------       --------

The final proposed dividend is provided on the number of shares in issue at the
date of the signing of the accounts.

5. Earnings per share
                                                      Year ended      Year ended
                                                     30 November     30 November
                                                            2005            2004
                                                               £               £
------------------------------------------------        --------        --------
Profit for the year used for the basic
calculation                                            2,135,549       1,860,870
------------------------------------------------        --------        --------
Weighted average number of shares used in the
basic calculation                                     15,840,949      15,665,720
Weighted average number of options outstanding
for the period                                         1,764,713         974,352
------------------------------------------------        --------        --------
Weighted average number of shares used in the
diluted calculations                                  17,605,662      16,640,072
------------------------------------------------        --------        --------

6. Fixed asset investments
                                 Unquoted                    Quoted
                              investments     Warrants  investments      Total
Group (excluding investments          
in associates)                          £            £            £          £
------------------------         --------     --------     --------    -------
Cost or valuation
At beginning of year               85,819    2,763,582    3,211,042  6,060,443
Additions                               -      548,039      543,794  1,091,833
On acquisition of
subsidiary                          2,111            -            -      2,111
Reclassification of
previously unquoted to
quoted investment                     (15)           -           15          -
Revaluation adjustment                  -    1,051,883      537,740  1,589,623
Exchange rate adjustments               4            -            -          4
Diminution in value                     -            -      (34,224)   (34,224)
Disposals                         (12,851)  (1,452,397)  (1,063,006)(2,528,254)
------------------------         --------     --------     --------   --------
At end of year                     75,068    2,911,107    3,195,361  6,181,536
------------------------         --------     --------     --------   --------

The historical cost value of the above quoted investments at the year end was
£748,140 (2004: £287,743).
The potential tax charge arising if the above quoted investments were sold at
their market value is £714,735 (2004: £874,190).
In the consolidated financial statements, the interests in the associated
undertakings are accounted for using the equity method.

7. Creditors: amounts falling due within one year
                                                           Group           Group
                                                            2005            2004
                                                               £               £
--------------------------------------------------      --------        --------
Bank overdraft                                                 -             703
Bank loans                                               292,365         280,935
Trade creditors                                       67,159,024     127,198,502
Amounts owed to Group undertakings                             -               -
UK corporation tax payable                               839,136         910,576
Taxation and social security                             609,358         461,954
Obligation under finance leases and hire purchase
contracts                                                  6,982          21,543
Deferred purchase consideration                          461,560         161,560
Other creditors                                          177,931         340,028
Accruals and deferred income                           2,827,493       1,863,673
Dividend proposed                                        400,410         550,312
--------------------------------------------------      --------        --------
                                                      72,774,259     131,789,786
--------------------------------------------------      --------        --------

Accruals and deferred income includes £nil (Company: £nil) (2004: £299,284
(Company: £297,282)) relating to bonuses provided under the carried interest
scheme. Details of the accounting treatment thereof are given in note 1.

8. Creditors: amounts falling due after more than one year
                                                            Group         Group
                                                             2005          2004
                                                                £             £
---------------------------------------------------      --------      --------
Bank loans                                              3,971,899     4,238,794
Deferred purchase consideration                                 -       400,000
Obligations under finance leases and hire purchase
contracts                                                   4,398        10,772
Accruals and deferred income                            2,097,059     1,483,927
Deferred rent creditor                                    103,779        29,199
---------------------------------------------------      --------       --------
                                                        6,177,135     6,162,692
---------------------------------------------------      --------       --------

Accruals and deferred income includes £1,799,891 (Company: £336,836) (2004:
£1,483,927 (Company: £104,138)) relating to bonuses provided under the carried
interest scheme. Details of the accounting treatment thereof are given in note

9. Financial information

The financial information in this press release, which has not been audited,
does not constitute Statutory Accounts within the meaning of Section 240 of the
Companies Act 1985.

The Annual Report and Accounts for the year ended 30 November 2005 will be
delivered to the Registrar of Companies following the company's Annual General
Meeting. Accounts for the year ended 30 November 2004 have been filed with the
Registrar of Companies, and these accounts contained an unqualified audit report
and did not contain any statements under Section 237 (2) or (3) of the Companies
Act 1985

                      This information is provided by RNS
            The company news service from the London Stock Exchange