REG - Team PLC - Recommended Acquisition of W.H. Ireland Group plc

TeamAnnouncement

06/03/2026 15:15

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RNS Number : 7329V  Team PLC  06 March 2026

FOR IMMEDIATE RELEASE

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.

 

6 March 2026

Team Plc

("Team" or the "Company")

 

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

 

SCHEME UPDATE - SATISFACTION OF THE FCA CONDITION

 

On 27 November 2025, the boards of directors of Team and WH Ireland announced
that they had reached agreement on the terms of a recommended all-share
acquisition pursuant to which Team will acquire the entire issued and to be
issued ordinary share capital of WH Ireland (the "Acquisition"), intended to
be effected by means of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act (the "Scheme"). On 10 December 2025, WH Ireland announced
that the Scheme Document had been published.

FCA Notice of Approval - Change in Control

Team is pleased to announce that, earlier today, the Company received notice
from the Financial Conduct Authority ("FCA") that it has approved the proposed
change in control of WH Ireland Limited pursuant to the Acquisition.

Acquisition Conditions

Accordingly, the FCA Condition as set out in Part III, Part A, paragraph 3(c)
of the Scheme Document has been satisfied. The Scheme remains subject to
certain other Conditions, including: (i) the satisfaction (or, where
applicable, waiver) of the remaining general Conditions set out in Part III of
the Scheme Document; (ii) the Court sanctioning the Scheme; and (iii) the
Court Order being duly delivered to the Registrar of Companies.

Expected Timetable of Principal Events

Subject to the Company confirming to the Court the satisfaction or waiver of
the remaining Conditions referred to in (i) above, the Company will seek the
Court's sanction of the Scheme on 20 March 2026, at a hearing to be held in
The Royal Courts of Justice and the Scheme is expected to become effective on
or around 24 March 2026 (the "Effective Date").

The current expected timetable of the remaining principal events relating to
the Scheme remains unchanged and is set out in the Appendix to this
announcement.

Capitalised terms in this announcement shall have, unless the context
otherwise requires, the meaning given to them in Scheme Document.

 

Enquiries:

 Team plc                                              + 44 (0) 1534 877210
 Mark Clubb
 H&P Advisory Limited (financial adviser to Team)      + 44 (0) 20 7409 3494
 Neil Passmore / Vladimir Volodko
 Strand Hanson (nominated adviser to Team)             + 44 (0) 203 829 5000
 Richard Johnson / James Spinney
 Novella Communications (financial PR to Team)         + 44 (0) 20 3151 7008
 Tim Robertson / Safia Colebrook

                                                       teamplc@novella-comms.com

 

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event
Expected time/date((1))

 Scheme Sanction Hearing                                                  20 March 2026 ((2))
 Last day of dealings in, and for registration of transfers of,           23 March 2026

 WH Ireland Shares
 Scheme Record Time                                                       6.00 p.m. on 23 March 2026
 Disablement of CREST in respect of WH Ireland Shares                     6.00 p.m. on 23 March 2026
 Suspension of dealings in WH Ireland Shares                              7.30 a.m. on 24 March 2026
 Effective Date of the Scheme((3))                                        24 March 2026
 Cancellation of admission of WH Ireland Shares to trading on AIM         7.00 a.m. on 25 March 2026
 Admission and commencement of dealings of the New Team Shares on AIM     8.00 a.m. on 25 March 2026
 Issue of New Team Shares                                                 25 March 2026
 CREST accounts of WH Ireland Shareholders credited with New Team Shares  at or soon after 8.00 a.m. on 25 March 2026 (but not later than 14 days after
                                                                          the Effective Date)
 Despatch of share certificates for the New Team Shares                   within 14 days after the Effective Date
 Long Stop Date                                                           11.59 p.m. on 30 June 2026((4))
 Notes:

 (1)   These dates are indicative only and will depend, amongst other things,
 on the date upon which: (i) the Conditions are satisfied or (if capable of
 waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order
 is delivered to the Registrar of Companies for registration.

 (2)   The Scheme Sanction Hearing may only be held following the
 satisfaction (or, if applicable, waiver) of the Conditions (other than
 Conditions 1, 2(c) and 2(d)), as set out in Part A of Part III (Conditions to
 and Certain Further Terms of the Scheme and the Acquisition) of the Scheme
 Document and any  revised date would be subject to Court availability.

 (3)   The Scheme will become Effective pursuant to its terms upon the Court
 Order being delivered to the Registrar of Companies for registration.

 (4)   This is the latest date by which the Scheme may become Effective
 unless Team and WH Ireland agree (and, if required, the Panel consents to and
 the Court approves) a later date.

 All references in this announcement to times are to London time unless
 otherwise stated. The dates and times given are indicative only and are based
 on Team's and WH Ireland's current expectations and may be subject to change
 (including as a result of changes to the regulatory timetable). If any of the
 expected times and/or dates above change, the revised times and/or dates will
 be notified by Team by announcement through a Regulatory Information Service.

 

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
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.

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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