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RNS Number : 4125H Team PLC 13 November 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.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT ANY SUCH OFFER WILL BE MADE NOR AS TO
THE TERMS ON WHICH ANY SUCH OFFER MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED BY
VIRTUE OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 ("UK MAR").
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
13 November 2025
Team Plc.
("Team" or the "Company")
Statement regarding recent media speculation and possible offer for W.H.
Ireland Group Plc ("WHI")
Team notes the announcement made by WHI this morning and the recent news
article published by Sky News regarding a potential transaction involving WHI.
Pursuant to this, Team confirms that it is in discussions with WHI regarding a
possible offer for the entire issued and to be issued ordinary share capital
of WHI (the "Possible Offer").
Rule 2.6(a) of the Code requires that Team, by no later than 5:00pm on 11
December 2025 (being 28 days after today's date), either announces a firm
intention to make an offer for WHI in accordance with Rule 2.7 of the Code or
announces that it does not intend to make an offer, in which case the
announcement will be treated as a statement to which Rule 2.8 of the Code
applies. This deadline can be extended with the consent of the Panel in
accordance with Rule 2.6(c) of the Code.
In accordance with Rule 2.9 of the Code, the Company confirms that, as at the
date and time of this announcement, it has 62,140,022 ordinary shares of no
par value each in issue and admitted to trading on AIM, a market operated by
the London Stock Exchange. This figures represents the total voting rights of
the Company. The International Securities Identification Number (ISIN) for the
Company's ordinary shares is JE00BM90BX45, and the Company's LEI number is
213800EP1CI5ANR7RP18.
This announcement is not a firm intention by Team to make an offer under Rule
2.7 of the Code and accordingly there can be no certainty that an offer will
ultimately be made for WHI, nor as to the terms on which any offer might be
made. A further announcement will be made if and when appropriate.
Enquiries:
Team Plc. Communications via Novella
Mark Clubb
H&P Advisory Limited - Financial Advisor to Team Tel: +44 207 907 8500
Neil Passmore
Strand Hanson - Nominated Advisor and Broker to Team Tel: +44 207 409 3494
Richard Johnson / David Asquith
Novella Communication - Financial PR Tel: +44 203 151 7008
Tim Robertson / Safia Colebrook
Important notices
H&P Advisory Ltd ("Hannam & Partners"), which is regulated by the
Financial Conduct Authority ("FCA") in the United Kingdom, is acting
exclusively for Team and for no one else in connection with the Possible Offer
and will not be responsible to anyone other than Team for providing the
protections afforded to its clients or for providing advice in connection with
the Possible Offer. Neither Hannam & Partners, nor any of its 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 Hannam & Partners in connection with
the Possible Offer, this announcement, any statement contained herein or
otherwise.
This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise. Any offer, if made, will be made solely by way of
certain offer documentation which will contain the full terms and conditions
of any offer, including details of how it may be accepted. The distribution of
this announcement in jurisdictions other than the United Kingdom and the
availability of any offer to shareholders of WHI who are not resident in the
United Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or shareholders of WHI who are not resident in the
United Kingdom will need to inform themselves about, and observe any
applicable requirements.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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. 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 Code, any person who is, or becomes, interested in 1
per cent. 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 Takeover 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 Takeover 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 a website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available (subject to certain restrictions relating to persons resident
in restricted jurisdictions) on the Team website
(https://www.teamassetmanagement.com) by no later than 12 noon (London time)
on the business day following this announcement. The content of the website
referred to in this announcement is not incorporated into and does not form
part of this announcement.
ENDS
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