WHIreland Regulatory News (WHI)

14 May 2008 12:35



WH Ireland Group plc

("WH Ireland" or the "Company"),

Completion of Consortium Agreement

SUMMARY

Having received the necessary approvals from the FSA, the Consortium Agreement announced on 1 April, 2008 has today been duly completed.

The Consortium of co-investors which now owns 25.1% of the enlarged issued share capital of WH Ireland comprises:

Lord Jonathan Marland

Rupert Lowe

David Ross

Andrew Scott

Roland Rudd

David Whelan

Theodore Agnew

Marc Jonas

Robby Enthoven

Roland Rudd is to be appointed as Non-Executive Director (subject to FSA approval), joining Rupert Lowe and Lord Marland who were appointed as Chairman and Non-Executive Director respectively on 21 April, 2008.

Issue of 2,300,000 new ordinary shares in the Company to members of the Consortium at 100p per share.

Laurie Beevers, Chief Executive, commented:

"I believe that today's announcement represents a significant development for WH Ireland. In addition to a cash injection which further strengthens our balance sheet, I am delighted to welcome a singular group of co-investors, whose track records demonstrate the highest levels of business success. I believe that their demonstrable commitment will help us to achieve our goals, and to build long term shareholder value. Stockbroking is essentially a "people" business. With the assistance of the Consortium, and in particular, our new Board members, I am confident that we are now ideally positioned to grow a truly national business, building on our established Northern base."

For further information, please contact:

WH Ireland, the diversified financial services group with activities in stockbroking and investment management, corporate finance and independent financial advice, is pleased to announce that the consortium led by Lord Marland, Rupert Lowe, David Ross and Andrew Scott ("the Consortium"), has today completed the remaining phases of the agreement entered into by the Company and the Consortium, which was announced on 1 April 2008 (the "Agreement").

Following receipt of necessary approvals from the FSA, the Company announces that the Consortium has today acquired a total of 3,370,000 ordinary shares of 5p each in the Company ("Ordinary Shares") at a price of 100p per share, representing a 7.0% discount to the closing mid-market price of 107.5p per share on 31 March 2008, the day before the Agreement was announced. Following this purchase, the Consortium will own a total of 5,080,000 Ordinary Shares, representing 25.1% of the enlarged issued share capital of the Company.

Laurie Beevers, Chief Executive, has sold 535,000 Ordinary Shares to the Consortium at 100p per share and as a result will own 1,868,933 Ordinary Shares, representing a shareholding of 9.25% in the enlarged issued share capital of the Company. David Youngman, Managing Director, has sold 400,000 Ordinary Shares at 100p per share and now owns 1,458,860 Ordinary Shares, equating to a shareholding of 7.22% in the enlarged issued share capital of the Company. A further 135,000 shares have been sold to the Consortium by Associates of David Youngman.

As announced on 1 April 2008, in order to fulfil the legal terms of the Agreement, the Company has today issued 2,300,000 Ordinary Shares to the Consortium (the "New Ordinary Shares").

Consortium members

The individual Consortium members will now have the following interests in Ordinary Shares of the Company:

The Board considers the investment by the Consortium in the Company to be of significant mutual benefit to the Company and all shareholders. The individual Consortium members bring a wealth of experience and contacts that will assist the Company in achieving its long-term strategic objectives.

Lord Jonathan Marland

A founding Board member of Jardine Lloyd Thompson plc, Lord Marland is Chairman of Herriot Limited and Janspeed Limited, and a Non-Executive Director of Hunter Boot Limited, Jubilee Insurance Limited, Insurance Capital Partners Limited and Clareville Capital Partners LLP.

Rupert Lowe

Mr Lowe was previously a Director of LIFFE (the London International Financial Futures Exchange) and Chairman of Southampton Leisure Holdings plc. Mr Lowe is currently Chairman of The Prince's Trust (South East), and is also a Director of Lowe Holdings Limited and Jubilee Insurance Limited. Mr Lowe has gained significant financial services experience with Phillips and Drew (now part of UBS), Deutsche Bank, Barings and Morgan Grenfell.

David Ross

Mr Ross is the co-founder and Chief Operating Officer of The Carphone Warehouse plc, in addition being a non-executive director of National Express Group plc, ITIS Holdings plc, Intrinsic Value plc and Big Yellow Group plc.

Andrew Scott

Mr Scott, a Chartered Accountant, is Chairman of the Man Group plc Charitable Trust and was formerly a Board Director of Man Group plc for the period 1990 to 1999. Mr Scott was the senior non-executive director on the board of RA Asset Management Limited, the hedge fund manager, until 2007, and is currently a non-executive director of Janspeed Performance Exhaust Systems Limited and Chairman of Surecav Limited.

Roland Rudd

Mr Rudd is the co-founder and Senior Partner of the Financial PR firm, Finsbury Limited, which he established in 1994 having previously been a journalist with both the Times and the Financial Times. He is the founding Chairman of Business for New Europe, and has a number of high-profile Board positions including NSPCC's Stop Organised Abuse, the Tate's Corporate Advisory Body and the Royal Opera House Development Committee.

David Whelan

Mr Whelan is the founder and honorary life president of JJB Sports which he established in 1971. He is currently Chairman of Wigan Athletic Football Club.

Marc Jonas

Formerly an investment banker, Mr Jonas is the co-founder of Punch Taverns Limited and is currently a Director of Sun Capital Partners, a specialist provider of capital and management with particular expertise in long-term restructuring and the consolidation of out of favour industries.

Theodore Agnew

Mr Agnew established Town and Country Assistance, a specialist administrator of motor insurance claims, in 1989. He is currently Chief Executive of Jubilee Managing Agency (a Lloyds Insurance business), Trustee of the Policy Exchange and a Director of Somerton Capital LLP.

Robby Enthoven

Mr Enthoven is Chief Executive of the UK franchise of the Nando restaurant portfolio which is owned by the Enthoven family-controlled investment vehicle, Capricorn Ventures International.

Directorate changes

The Board of WH Ireland is pleased to announce that it will appoint Roland Rudd as a Non-executive Director of the Company, subject only to receipt of FSA approval .

In accordance with Schedule Two, paragraph (g), of the AIM Rules, further details of this Board appointment will be made in due course.

Admission of shares and Exercise of share options

Application has today been made for 2,300,000 Ordinary Shares to be admitted to trading on the London Stock Exchange's AIM market for listed securities ("Admission"). Admission is expected to become effective on 20 May 2008. These new Ordinary Shares will rank pari passu in all respects with the Company's existing Ordinary Shares.

In addition, the Company has today issued 400,000 new Ordinary Shares to each of Laurie Beevers and David Youngman pursuant to the exercise of options at 30p per share under one of the Company's share option schemes. Application has been made for these new Ordinary Shares to be admitted to trading on AIM and dealings are expected to commence on 20 May 2008.

Following the issue of the new Ordinary Shares and exercise of options outlined above, the total issued share capital of the Company is 20,416,591 Ordinary Shares, of which 211,822 are held in treasury. The total number of voting rights in the Company is therefore 20,204,769.

The above figure of 20,204,769 may be used by shareholders of the Company 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 share capital of the Company under the Disclosure and Transparency Rules.

NM Rothschild is Nominated Adviser and retained Financial Adviser to WH Ireland. Halliwells is Legal Adviser to the Company.