REG - Team PLC - Result of Meeting

TeamAnnouncement

29/12/2025 17:00

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RNS Number : 0375N  Team PLC  29 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

 

29 December 2025

 

 

Team Plc

("Team" or the "Company")

 

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

 

Results of Extraordinary General Meeting ("Team EGM")

 

On 27 November 2025, the Boards 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.

 

In relation to the Scheme, Team refers to the Company's announcement dated 10
December 2025, convening the Team EGM to seek the approval of Team
Shareholders for the requisite authorities and powers to issue and allot such
New Team Shares in connection with the Acquisition. Team confirms that the
Team EGM took place today at 3:00pm at Team's offices at 2(nd) Floor, Conway
House, 7 Conway Street, St Helier JE2 3NT.

 

Satisfaction of Team Shareholder Approval Condition

 

Team subsequently confirms that the Resolution was passed by the requisite
majority of Team Shareholders. Accordingly, condition 3(a) (as set out in Part
A of Part III (Conditions to and Certain Further Terms of the Scheme and
Acquisition) of the Scheme Document) (the "Team Shareholder Approval
Condition") has been satisfied.

 

The Scheme remains subject to the satisfaction or, if appropriate, waiver of
the remaining Conditions and further terms set out in the Scheme Document,
including, amongst other things, the receipt of FCA approval of the
acquisition of control in respect of WH Ireland, the Scheme being approved by
Scheme Shareholders at the Court Meeting, and the Special Resolution being
duly passed by WH Ireland Shareholders at the WH Ireland General Meeting. The
Court Meeting and WH Ireland General Meeting are due to be held on 8 January
2026.

 

The results of the votes at the Court Meeting and WH Ireland General Meeting
will be announced by Team via a Regulatory Information Service as soon as
practicable after the Court Meeting and WH Ireland General Meeting.

 

Capitalised terms in this announcement shall have, unless the context
otherwise requires, the meaning given to them in Scheme Document. All
references to times in this announcement are to London time unless stated
otherwise.

 

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
(https://www.thetakeoverpanel.org.uk/disclosure/disclosure-table) , 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 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's and WH Ireland's websites at
www.teamplc.co.uk/investor-relations
(http://www.teamplc.co.uk/investor-relations) and
https://www.whirelandplc.com/investor-relations
(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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