REG - Team PLC W.H. Ireland Group - Posting of Team Circular and notice of Team EGM

WH IrelandAnnouncement

10/12/2025 16:30

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RNS Number : 0708L  Team PLC  10 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

 

10 December 2025

 

 

Team Plc.

("Team" or the "Company")

 

Posting of Team Circular and notice of Team EGM

 

On 27 November 2025, the boards of Team Plc and W.H. Ireland Group Plc ("WH
Ireland") announced that they had reached agreement on the terms and
conditions of a recommended offer for the entire issued and to be issued
ordinary share capital of WH Ireland by Team (the "Acquisition").

 

Under the terms of the Acquisition, WH Ireland Shareholders will be entitled
to receive 0.195 New Team Shares in exchange for each WH Ireland Share. The
Team Board is required to seek the approval of Team Shareholders for the
requisite authorities and powers to issue and allot such New Team Shares at
the Team EGM.

 

Accordingly, the Company is convening the Team EGM to be held at 3.00 p.m. on
29 December 2025, at Team's offices at 2nd Floor, Conway House, 7 Conway
Street, St. Helier JE2 3NT. An explanatory circular and notice of the Team EGM
(the "Team Circular") is being posted and made available today to Team
Shareholders. Copies of the Team Circular are also being published and made
available today on WH Ireland's website at
www.whirelandplc.com/investor-relations
(http://www.whirelandplc.com/investor-relations) and on Team's website at
www.teamplc.co.uk/investor-relations
(http://www.teamplc.co.uk/investor-relations) .

 

The Team Directors consider the Acquisition to be in the best interests of
Team and the Team Shareholders as a whole and unanimously recommend that Team
Shareholders vote (or procure the vote) in favour of the Team Resolution to be
proposed at the Team EGM, as each of the Team Directors has irrevocably
undertaken to do (or procure to be done) in respect of their own interests in
Team Shares (and those of their connected persons) amounting to, in aggregate,
5,046,584 Team Shares, representing approximately 8.12 per cent. of the issued
share capital of Team as at the Latest Practicable Date.

 

Capitalised terms in this announcement shall have, unless the context
otherwise requires, the meaning given to them in Team's announcement of 27
November 2025. All references to times in this announcement are to London time
unless stated otherwise. Further key dates relating to the Acquisition will be
set out in the Team Circular.

 

Enquiries:

 

 Team Plc.                                             [Communications via Novella]
 Mark Clubb

 H&P Advisory Limited - Financial Advisor to Team      + 44 (0) 20 7907 8500
 Neil Passmore

 Strand Hanson - Nominated Advisor and Broker to Team  + 44 (0) 20 7409 3494
 Richard Johnson / David Asquith

 Novella Communication - Financial PR                  +44 (0) 20 3151 7008
 Tim Robertson / Safia Colebrook

 

 

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.

 

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 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.

 

Copies of this Announcement and all future documents, announcements and
information required to be sent to persons in relation to the Acquisition may
be requested to be received by such persons in hard copy form by writing to
Computershare Investor Services (Jersey) Limited (the "Registrars"), 13 Castle
Street, St. Helier, Jersey JE1 1ES or by calling the Registrars on telephone
number 0370 707 40 40 (from within the UK) or +44 (0) 370 40 40 (from outside
the UK) between 9.00 a.m. and 5.00 p.m., Monday to Friday (excluding public
holidays).

 

ENDS

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