New Remuneration Policy, Issue of Options & Equity

RNS Number : 9260T

W.H. Ireland Group PLC

23 July 2020

 

WH Ireland Group Plc

("WH Ireland" or the "Company")

Alignment of Remuneration with Strategic Ambition

Issue of Options and Issue of Equity

WH Ireland is pleased to announce that it has implemented a new remuneration policy across both its Wealth Management and Corporate and Institutional Business. This is a strategically important step and is expected to reinforce the management team's efforts to build a business that can grow its profitability by delivering good client outcomes in an efficient and compliant way.

It also meaningfully reduces risk by aligning remuneration with the Company's strategic and risk agenda, by ensuring variable pay is linked to profitability, and that the Executive Management team and all client-facing employees' interests are more directly aligned with the interests of shareholders and wider stakeholders.

The Company therefore confirms today that it has issued options over 1,050,000 shares to certain directors, the details of which are set out below (the "Directors' Options"); and the Company also confirms that it will issue options over up to 2,974,479 Ordinary Shares to certain employees of the Company (the "Management Options") (together the "Company Options").

All the Company Options are granted under the rules of the Company's EMI Share Scheme 2020. All the Company Options, including the Directors' Options, have an exercise price of 48p and vest on the third anniversary of the date of grant, save for approximately 741,000 of the Management Options, which are granted to certain Investment Managers of the Company, and are granted at nil cost, in lieu of cash, and which vest on the second anniversary of the date of grant. All Company Options are conditional on the continued employment of the recipient at the date of vesting.

In accordance with the agreement with Polygon Global Partners LLP ("Polygon"), announced on 17 October 2017, Polygon has consented to the issue of these share options.

Commenting, Philip Shelley, Chair of WH Ireland said:

"We believe these revised remuneration packages represent a significant change, and improved alignment of interests, in the incentivisation of our key employees. They ensure that all client facing staff are incentivised to build on the progress we have made, most recently evidenced by achieving profitability in the first quarter of our new financial year."

The details of the issue of Directors Options under this new Scheme are as follows:

Name of PDMR	Number of new Directors Options	Total options held
Phillip Wale	350,000	850,000
Philip Tansey	350,000	550,000
Stephen Ford	350,000	750,000

Issue of Non-Executive Directors Scheme Shares

The Company also confirms today that, further to the announcement of 6 November 2019, it has issued ordinary shares in the Company to certain Non-Executive Directors of the Company pursuant to the NED Scheme.

As set out in the earlier announcement, Philip Shelley, Victoria Raffé and Simon Lough have agreed to receive ordinary shares in the Company in lieu of 25 per cent of the fees that would otherwise be due to be paid to them by the Company in respect of the 12 month period commencing on 1 December 2019 and ending on 30 November 2020.

The Ordinary Shares are to be issued in two tranches being the six months ending 30 May 2020 and six months ended 30 November 2020. The ordinary shares for the period ending 30 May 2020 have been issued today at an agreed price of 48p in respect of a salary sacrifice of £5k each for the relevant six month period, as set out below:

Name of PDMR	Number of new shares	Total shares held
Philip Shelley	10,416	770,827
Victoria Raffé	10,416	43,749
Simon Lough	10,416	329,583

Accordingly, the Company has issued 31,248 Ordinary Shares today (the "New Shares"). Application has been made to admit the New Shares to trading on AIM. Admission is expected to become effective 30 July 2020 and the New Shares will rank pari passu in all respects with the Company's existing Ordinary Shares in issues.

For the purposes of the Financial Conduct Authority's Disclosure and Transparency Rules ("DTRs"), the issued ordinary share capital of the Company following Admission will consist of 48,729,921 Ordinary Shares with voting rights attached (one vote per Ordinary Share). There are no Ordinary Shares held in treasury. This total voting rights figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interests in, or a change to their interest in, the Company under the DTRs.

For further information please contact:

WH Ireland Group plc  www.whirelandplc.com

Phillip Wale, Chief Executive Officer    [phone] 

SPARK Advisory Partners Limited (Nominated Adviser)

Andrew Emmott    [phone] 

MHP Communications   [phone]

Reg Hoare / James Bavister  [e-mail]  

The notifications set out below are provided in accordance with the requirements of the EU Market Abuse Regulation.

1	Details of the person discharging managerial responsibilities
a)	Name	Phillip Wale
2	Reason for the notification
a)	Position/status	Chief Executive Officer
b)	Initial notification/amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	WH Ireland Group plc
b)	LEI	213800HB9TO5O4WD6S66
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 0.5 pence each GB0009241885
b)	Nature of the transaction	Issue of Options
c)	Price(s) and volume(s)	Price(s) Volume(s) 48p 350,000
d)	Aggregated information -  Aggregated volume  -  Price	350,000 48p
e)	Date of the transaction	23 July 2020
f)	Place of the transaction	London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities
a)	Name	Philip Tansey
2	Reason for the notification
a)	Position/status	Finance Director
b)	Initial notification/amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	WH Ireland Group plc
b)	LEI	213800HB9TO5O4WD6S66
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 0.5 pence each GB0009241885
b)	Nature of the transaction	Issue of Options
c)	Price(s) and volume(s)	Price(s) Volume(s) 48p 350,000
d)	Aggregated information -  Aggregated volume  -  Price	350,000 48p
e)	Date of the transaction	23 July 2020
f)	Place of the transaction	London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities
a)	Name	Stephen Ford
2	Reason for the notification
a)	Position/status	Head of WM
b)	Initial notification/amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	WH Ireland Group plc
b)	LEI	213800HB9TO5O4WD6S66
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 0.5 pence each GB0009241885
b)	Nature of the transaction	Issue of Options
c)	Price(s) and volume(s)	Price(s) Volume(s) 48p 350,000
d)	Aggregated information -  Aggregated volume  -  Price	350,000 48p
e)	Date of the transaction	23 July 2020
f)	Place of the transaction	London Stock Exchange (XLON)
1	Details of the person discharging managerial responsibilities
a)	Name	Philip Shelley
2	Reason for the notification
a)	Position/status	Non-Executive Director
b)	Initial notification/amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	WH Ireland Group plc
b)	LEI	213800HB9TO5O4WD6S66
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 0.5 pence each GB0009241885
b)	Nature of the transaction	Issue of Equity
c)	Price(s) and volume(s)	Price(s) Volume(s) 48p 10,416
d)	Aggregated information -  Aggregated volume  -  Price	10,416 48p
e)	Date of the transaction	23 July 2020
f)	Place of the transaction	London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities
a)	Name	Victoria Raffé
2	Reason for the notification
a)	Position/status	Non-Executive Director
b)	Initial notification/amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	WH Ireland Group plc
b)	LEI	213800HB9TO5O4WD6S66
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 0.5 pence each GB0009241885
b)	Nature of the transaction	Issue of Equity
c)	Price(s) and volume(s)	Price(s) Volume(s) 48p 10,416
d)	Aggregated information -  Aggregated volume  -  Price	10,416 48p
e)	Date of the transaction	23 July 2020
f)	Place of the transaction	London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities
a)	Name	Simon Lough
2	Reason for the notification
a)	Position/status	Non-Executive Director
b)	Initial notification/amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	WH Ireland Group plc
b)	LEI	213800HB9TO5O4WD6S66
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 0.5 pence each GB0009241885
b)	Nature of the transaction	Issue of Equity
c)	Price(s) and volume(s)	Price(s) Volume(s) 48p 10,416
d)	Aggregated information -  Aggregated volume  -  Price	10,416 48p
e)	Date of the transaction	23 July 2020
f)	Place of the transaction	London Stock Exchange (XLON)

 

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