REG - Team PLC - Disclosure under Rule 2.10(c) of the Takeover Code

TeamAnnouncement

30/12/2025 16:01

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RNS Number : 1921N  Team PLC  30 December 2025

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

 

FOR IMMEDIATE RELEASE

 

30 December 2025

 

Team Plc.

("Team" or the "Company")

 

Recommended Acquisition of W.H. Ireland Group plc ("WH Ireland")

 

Disclosure under Rule 2.10(c) of the Takeover Code

 

Change to an Irrevocable Undertaking

 

On 10 December 2025, the boards of Team and WH Ireland announced the
publication of the Scheme Document relating to the all-share acquisition of WH
Ireland by Team.

 

As set out in section 7.2 of Part VI of the Scheme Document, TFG Asset
Management ("TFG") entered into an irrevocable undertaking to vote in favour
of the Scheme at the Court Meeting and the WH Ireland Resolution at the
General Meeting in respect of a total of 81,109,418 ordinary shares in WH
Ireland, representing approximately 34.27 per cent. of the issued share
capital of WH Ireland as at the Latest Practicable Date.

 

TFG has informed Team that on 24 December 2025 it disposed of 2,000,000
ordinary shares in WH Ireland and entered Contracts for Difference ("CFDs") in
respect of the same number of underlying shares. TFG has informed Team that
the disposed shares formed part of the shares subject to the TFG Irrevocable
Undertaking.

 

As a result, TFG's shareholding in WH Ireland has been reduced to 79,109,418
ordinary shares, representing approximately 33.52 per cent. of the issued
share capital of WH Ireland.

 

Unless otherwise defined, capitalised terms used in this announcement shall
have the meanings given to them in the Scheme Document.

 

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 / David Asquith
 Novella Communications (financial PR to Team)                       +44 (0) 20 3151 7008
 Tim Robertson / Safia Colebrook
teamplc@novella-comms.com
 W.H. Ireland Group plc                                              + 44 (0) 20 7220 1666
 Phillip Wale (Chief Executive Officer)

Simon Jackson (Chief Financial Officer)
 Shore Capital (Financial Adviser and Rule 3 Adviser to WH Ireland)  + 44 (0) 207 408 4090
 Guy Wiehahn / 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

Important notices

Financial advisers

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.

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 subject
matter of this announcement 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 possible offer 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.

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, 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 and availability of hard copies

Pursuant to Rule 26.1 of the Takeover Code, a copy of this Announcement will
be available free of charge, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, at Team's and WH Ireland's
websites at www.teamplc.co.uk/investor-relations and
https://www.whirelandplc.com/investor-relations 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.

 ENDS 

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