REG - W.H. Ireland Group - Correction of Scheme Document

WH IrelandAnnouncement

Yesterday 17:15

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RNS Number : 4594L  W.H. Ireland Group PLC  12 December 2025

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.

FOR IMMEDIATE RELEASE

12 December 2025

RECOMMENDED ACQUISITION

OF

W.H. IRELAND GROUP PLC ("WH IRELAND" OR THE "COMPANY")

BY

TEAM PLC ("TEAM")

to be implemented by means of a scheme of arrangement

pursuant to Part 26 of the Companies Act 2006

CORRECTION OF SCHEME DOCUMENT

On 10 December 2025, it was announced that the Company's circular in relation
to the Scheme (the "Scheme Document") had been published.  It has come to the
Company's attention that the Scheme Document contained the following clerical
errors:

-     on page 53, at paragraph 6 of Part B of Part III (Conditions to and
Certain Further Terms

of the Scheme and Acquisition) of the Scheme Document, there is an erroneous
cross-reference to Condition 3(c) and that paragraph 6 should have read:

 

"The Panel will normally only give its consent if the circumstances which give
rise to the right to invoke the Condition are of material significance to Team
in the context of the Acquisition. This will be judged by reference to the
facts of each case at the time that the relevant circumstances arise.
Conditions 1, 2(a), 2(b), 2(c), 3(a) and 3(b) of Part A above and, if
applicable, any acceptance condition if the Acquisition is implemented by
means of an Offer, are not subject to Rule 13.5(a) of the Takeover Code."

 

-     certain references to the Company's postcode on pages 41, 107, 110
and 112 of the Scheme Document contained a typographical error. The Company
confirms that the correct postcode is EC4R 0DR.

In all other respects, the Scheme Document remains unchanged.

Words and expressions defined in the Scheme Document shall, unless the context
provides otherwise, have the same meanings in this announcement.

 

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
team@novella-comms.com
 W.H. Ireland Group plc                                              + 44 (0) 20 7220 1666
 Phillip Wale (Chief Executive Officer)

Simon Jackson (Chief Finance 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

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.

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
(https://protect.checkpoint.com/v2/r06/___https:/www.thetakeoverpanel.org.uk/inxhqtxzwjdinxhqtxzwj-yfgqj___.ZXV3MjpuZXh0MTU6YzpvOmY1ODEzNTE3NWRmNDQ1OGE3MWNjZWNkODcxMzUzMTI0Ojc6ZGUwMzphZTY1ZWY5ZjAzZTQwZmYxZmFlYjkyOGI4ZmU3NDU5Y2UxMzYwNTRkY2M0ZmRiNDE5MTIyNThkMGNmMTIzYTgyOnA6RjpU)
, 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's and WH Ireland's websites at
www.teamplc.co.uk/investor-relations
(https://protect.checkpoint.com/v2/r06/___http:/www.teamplc.co.uk/nsAjxytw-wjqfyntsx___.ZXV3MjpuZXh0MTU6YzpvOmY1ODEzNTE3NWRmNDQ1OGE3MWNjZWNkODcxMzUzMTI0Ojc6MDc4ZTphNGFkMWJhNjZlNzYwMDBkOGFiMWZiMjgwOTA3ZWRkNmZjZTNmODU5YTVkZDU1Y2UwMjBiMTE3ZTQwOGQ5NTc5OnA6RjpU)
and https://www.whirelandplc.com/investor-relations
(https://protect.checkpoint.com/v2/r06/___https:/www.whirelandplc.com/nsAjxytw-wjqfyntsx___.ZXV3MjpuZXh0MTU6YzpvOmY1ODEzNTE3NWRmNDQ1OGE3MWNjZWNkODcxMzUzMTI0Ojc6NGEwMDowMTEzZGQ1MmNkNWM5NjVhNGRkNzc3OGJlOTJmMDBjODlhNzcyOTExNGFkZTQ5YmMxM2YxYzkzMjJmNDcxNGZiOnA6RjpU)
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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