WH Ireland Group Plc
(“WH Ireland” or the “Company”)
Further to the announcement of 27 February 2017 in which the Company announced it had dispatched a notice of Annual General Meeting to all shareholders (“AGM Notice“), the Company confirms that it has received notice from a shareholder proposing a minor amendment to Resolution 5 as set out in that AGM Notice.
The proposed amendment would, if passed, reduce the directors authority to allot equity securities pursuant to section 551 of the Companies Act 2006 as proposed in the AGM Notice to the authority to allot equity securities in connection with a pre-emptive rights issue up to an aggregate nominal value of £137,438, which is equal to ten per cent. of the nominal value of the issued ordinary share capital of the Company at 24 February 2017. The full text of resolution 5 as proposed to be amended is set out below:
Text of Resolution 5 (which is an ordinary resolution) as proposed to be amended
“5. That, in substitution for any equivalent existing and unexercised authorities and powers, the directors of the Company be and they are hereby generally and unconditionally authorised for the purpose of section 551 of the Companies Act 2006 (the “Act“) to exercise all or any of the powers of the Company to allot shares of the Company or to grant rights to subscribe for, or to convert any security into, shares of the Company (such shares and rights being together referred to as “Relevant Securities“) comprising equity securities (as defined in section 560(1) of the Act) up to an aggregate nominal amount of £137,437 in connection with a rights issue in favour of ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings and the directors may make such arrangements or exclusions as they consider necessary or appropriate to deal with fractional entitlements or any legal or practical difficulties under the laws of any territory or the requirements of any recognised regulatory body or stock exchange in any territory provided that this authority shall, unless previously renewed, varied or revoked by the Company in general meeting, expire at the conclusion of the next annual general meeting of the Company or on the date which is 6 months after the next accounting reference date of the Company (if earlier) save that the directors of the Company may, before the expiry of such period, make an offer or agreement which would or might require such securities to be allotted after the expiry of such period and the directors of the Company may allot such securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.”
Following consultation with certain of its major shareholders, the board is pleased to confirm that they support the proposed amendment, which will be put to shareholders at the Company’s AGM at 24 Martin Lane, London, EC4R 0DR on 30 March 2017 at 9.30 a.m. and recommends that shareholders vote in favour of the proposed amendment and, if passed, Resolution 5 as amended.
For further information please contact:
WH Ireland Group plc www.whirelandplc.com
Richard Killingbeck, Chief Executive Officer +44(0) 20 7220 1666
SPARK Advisory Partners Limited
Mark Brady/Miriam Greenwood
+44(0) 203 368 3551/3550