REG - Team PLC - Court Sanction of Scheme of Arrangement

TeamAnnouncement

20/03/2026 12:30

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RNS Number : 5178X  Team PLC  20 March 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

20 March 2026

RECOMMENDED ACQUISITION

OF

W.H. IRELAND GROUP PLC ("WH IRELAND")

BY

TEAM PLC ("TEAM")

to be implemented by means of a scheme of arrangement

pursuant to Part 26 of the Companies Act 2006

COURT SANCTION OF SCHEME OF ARRANGEMENT

Further to the announcement on 6 March 2026 confirming that the FCA Condition
had been satisfied, the boards of directors of WH Ireland and Team are pleased
to announce that the High Court of Justice in England and Wales has today made
an order sanctioning the Scheme under section 899 of the Companies Act 2006
(the "Court Order"), and that the remaining general Conditions set out in Part
III of the Scheme Document have been confirmed as satisfied or waived by Team.

Full details of the Acquisition are set out in the scheme document which was
published and made available to WH Ireland Shareholders on 10 December 2025
(the "Scheme Document"). Capitalised terms used in this announcement (the
"Announcement") shall, unless otherwise defined, have the same meanings as set
out in the Scheme Document.

The Scheme remains conditional on the delivery to the Registrar of Companies
of the Court Order made at the Sanction Hearing to sanction the Scheme. The
Scheme is expected to become effective on 24 March 2026 (the "Effective Date")
and a further announcement will be made at that time.

Next steps and timetable

There have been no changes to the expected timetable of principal events set
out in the WH Ireland and Team announcements on 6 March 2026. The last day of
dealings in, and for registration of transfers of WH Ireland Shares will be 23
March 2026. The Scheme Record Time is expected to be 6.00 p.m. on 23 March
2026, at which time CREST will be disabled in respect of WH Ireland Shares.
Trading in WH Ireland Shares on AIM is expected to be suspended with effect
from 7.30 a.m. on 24 March 2026.

It is expected that, subject to the Scheme becoming effective, the admission
to trading of WH Ireland Shares on AIM will be cancelled and WH Ireland Shares
will cease to be admitted to trading on AIM at 7.00 a.m. on 25 March 2026.

On the Effective Date, share certificates in respect of WH Ireland Shares will
cease to be valid and entitlements to WH Ireland Shares held within the CREST
system will be cancelled.

 

Enquiries:

 Team plc                                                            + 44 (0) 1534 877210
 Mark Clubb
 H&P Advisory Limited (financial adviser to Team)                    + 44 (0) 20 7907 8500
 Neil Passmore / Vladimir Volodko
 Strand Hanson (nominated adviser to Team)                           + 44 (0) 20 7409 3494
 Richard Johnson / James Spinney / Harry Marshall
 Novella Communications (financial PR to Team)                       +44 (0) 20 3151 7008
 Tim Robertson / Aeliya Birgrami
team@novella-comms.com
 W.H. Ireland Group plc                                              + 44 (0) 20 7220 1666
 Phillip Wale (Chief Executive Officer)

Simon Jackson (Chief Finance Officer)
 Shore Capital (Financial Adviser and Rule 3 Adviser to WH Ireland)  + 44 (0) 207 408 4090
 David Coaten / Oliver Jackson / Ansh Batura
 Zeus Capital Limited (nominated adviser and broker to WH Ireland)   + 44 (0) 203 829 5000
 Katy Mitchell / Harry Ansell / James Bavister
 MHP (WH Ireland's PR advisers)                                      + 44 (0) 7831 406117
 Reg Hoare

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited
(either individually or collectively "Shore Capital") which are authorised and
regulated by the Financial Conduct Authority in the United Kingdom, are acting
exclusively for WH Ireland and for no-one else in connection with the
Acquisition and will not be responsible to anyone other than WH Ireland, for
providing the protections afforded to clients of Shore Capital, or for
providing advice in relation to the Acquisition or any other matter referred
to herein. Neither Shore Capital and Corporate Limited nor Shore Capital
Stockbrokers Limited, nor any of their subsidiaries or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Shore Capital in connection with this
announcement, any statement contained herein or otherwise.

H&P Advisory Limited ("Hannam & Partners") which, in the United
Kingdom, is authorised and regulated by the Financial Conduct Authority, is
acting exclusively for Team and no one else in connection with the Acquisition
and will not be responsible to anyone other than Team for providing the
protections afforded to clients of Hannam & Partners nor for providing
advice in relation to the Acquisition or any other matter or arrangement
referred to in this Announcement.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th business day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror, save to the extent
that these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the business day following the date of the
relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk
(https://protect.checkpoint.com/v2/r02/___https:/www.thetakeoverpanel.org.uk/disclosure/disclosure-table___.YXAxZTpzaG9yZWNhcDpjOm86YTE0M2YwYjMxMjVlZjY5OTA5NDI0MTI1M2U1OTI5OGU6Nzo3M2E2OmJkODY5MGY5ZTUxOTNkZWZjYzkyYWQxYjQwNmIwMTlmNzFlZjRhN2IyOTgwODhjMGJhNGJkMDVhN2EyZjE1OWU6cDpUOk4)
, including details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified. You should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.

Publication on websites

Pursuant to Rule 26.1 of the Takeover Code, a copy of this Announcement and
other documents in connection with the Acquisition will be available free of
charge, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, at Team and WH Ireland's websites at
www.teamplc.co.uk/investor-relations
(https://protect.checkpoint.com/v2/r02/___http:/www.teamplc.co.uk/investor-relations___.YXAxZTpzaG9yZWNhcDpjOm86YTE0M2YwYjMxMjVlZjY5OTA5NDI0MTI1M2U1OTI5OGU6NzplOTgzOjYwY2U5NzA3YzViMjAyNjUxM2M0MDlmMzI2MzQ4OGU3NGFiMzcwNGVkNGU5NzJjZDlmNTJmZTk0OTdhNGJkNTE6cDpUOk4)
and https://www.whirelandplc.com/investor-relations
(https://protect.checkpoint.com/v2/r02/___https:/www.whirelandplc.com/investor-relations___.YXAxZTpzaG9yZWNhcDpjOm86YTE0M2YwYjMxMjVlZjY5OTA5NDI0MTI1M2U1OTI5OGU6NzpiNjE4OjgxYTRkYmFhNDZmMzE1MWIwY2UyMzAxMTJiODI3MzA0MmRkZDk2NjA0MTBiNGQ2ZDRjMDRjMzMzZjcxNTMwZTk6cDpUOk4)
respectively promptly following the publication of this Announcement and in
any event by no later than 12 noon on the business day following this
Announcement until the end of the Offer Period.

For the avoidance of doubt, the content of the websites referred to above is
not incorporated into and does not form part of this Announcement.

 

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