Exercise of options and director’s dealings

RNS Number : 0588B
W.H. Ireland Group PLC
10 April 2012


Press release

10 April 2012


WH Ireland Group plc



(“WH Ireland” or the “Company”)


Exercise of options, director’s dealings, employee share plans and TVR


The Company announces that options over 264,785 new ordinary shares of 5p each in the Company (“Ordinary Shares”) pursuant to the WH Ireland Group plc Unapproved Share Option Scheme (“Options”) have today been exercised by certain employees and a director of the Company at an exercise price of 50 pence each.  The Options were granted on 30 May 2002.


Of the Options exercised, Mr. Richard Lee, Non-Executive Director, exercised Options over 100,000 Ordinary Shares.  Following this purchase, Mr. Lee is interested in 110,267 Ordinary Shares, representing 0.47 per cent of the Company’s issued share capital, and options over a further 50,000 Ordinary Shares at exercise prices ranging from 70p to 75p.


Application has been made for the 264,785 new Ordinary Shares to be admitted to trading on AIM (“Admission”). Admission is expected to become effective on 16 April 2012 and the new Ordinary Shares will rank pari passu in all respects with the Company’s existing Ordinary Shares in issue.


Treasury Stock

Further to the announcement dated 18 January 2012 regarding the transfer of 130,000 Ordinary Shares to employees to satisfy employment obligations, the Company has been made aware of an administrative error that resulted in the misclassification of these Ordinary Shares as being held in treasury. The Ordinary Shares were in fact held by the WH Ireland Employee Benefit Trust (“EBT”). Similarly, announcements made by the Company since 22 December 2006 regarding transfers to and from treasury stock were also misclassified and were in fact transfers to and from the EBT and therefore constituted directors’ dealings.


Mr. Alan Kershaw, Finance and Operations Director of the Company, is currently a director of both the Company and the trustee to the EBT.


The Company confirms that the transfers to employees were, and are, validly made and the misclassification has not affected the number of shares in issue or the total voting rights of the Company during this period.


Employee Benefit Trust

WH Ireland announces that 81,822 Ordinary Shares have today been transferred from the EBT to employees to satisfy obligations under their employment arrangements.


Following these transfers, the EBT holds nil Ordinary Shares.  Going forward, it is intended that the EBT will be dissolved.


Capital Structure and Total Voting Rights

As a consequence of the above disclosure, and subject to Admission, the Company will have the following capital structure:


Share Capital


Ordinary Shares in issue


of which held in:



Employee Benefit Trust (proposed to be dissolved)


Ordinary Shares with voting rights


Ordinary shares held by:

Employee Share Ownership Trust


Options over Ordinary Shares


of which held by:

Company Share Option Plan


Company Unapproved Share Option Scheme



The figure of 23,689,391 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 the Company, under the FSA’s Disclosure and Transparency Rules.

– Ends –

For further information please contact:

WH Ireland Group plc

+44 (0) 20 7220 1666

Paul Compton (CEO)

Panmure Gordon (UK) Limited

+44 (0)20 7459 3600

Hugh Morgan / Callum Stewart (Corporate Finance)

Adam Pollock (Corporate Broking)

Abchurch Communications

+44 (0)20 7398 7714

Joanne Shears / Oliver Hibberd




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