REG - W.H. Ireland Group - ISSUE OF EQUITY, PDMR AND RULE 2.9 ANNOUNCEMENT

WH IrelandAnnouncement

20/03/2026 15:30

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RNS Number : 5413X  W.H. Ireland Group PLC  20 March 2026

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

20 March 2026

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

ISSUE OF EQUITY, PDMR DEALINGS AND RULE 2.9 ANNOUNCEMENT

On 27 November 2025, the boards of the Company and Team plc ("Team") 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").

The Acquisition is to be implemented by way of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act (the "Scheme"). The scheme
document in respect of the Acquisition was published and made available to WH
Ireland Shareholders on 10 December 2025 (the "Scheme Document"). Capitalised
terms used in this announcement (the "Announcement") shall, unless otherwise
defined, have the same meanings as set out in the Scheme Document.

Exercise of Share Awards

In connection with the Acquisition, and to satisfy options exercised by
certain employees of WH Ireland under the WH Ireland Share Schemes, WH Ireland
announces that following Court sanction of the Scheme as announced earlier
today, it has applied for 6,887,682 ordinary shares of 1 pence each in the
capital of WH Ireland ("Ordinary Shares") to be admitted to trading on AIM
("Admission") and that such shares are being issued to the trustee of the WH
Ireland ESOT. Admission is expected to take place at 8.00 a.m. on 23 March
2026.

In order to satisfy the options exercised under the WH Ireland Share Schemes
in connection with the Acquisition, 9,915,100 Ordinary Shares are being
transferred to certain employees and former employees of WH Ireland by the
trustee of the WH Ireland ESOT.

PDMR Dealings

The following individuals, who are PDMRs in the Company, will be in receipt of
Ordinary Shares following an exercise of share awards:

 PDMR           Role                     Current holding of Ordinary Shares  Ordinary Shares received pursuant to the Exercise  Enlarged Interest in the Company (No. Ordinary Shares)  Enlarged Interest in the Company (Percentage of Enlarged Issued Share capital)
 Phillip Wale   Chief Executive Officer  254,600*                            6,666,666                                          6,921,266                                               2.85%
 Simon Jackson  Chief Finance Officer    Nil                                 3,066,666                                          3,066,666                                               1.26%

* Held through HSBC Global Custody Nominee (UK) Limited

Rule 2.9 and Total Voting Rights

In accordance with Rule 2.9 of the Code, WH Ireland confirms that, following
Admission, WH Ireland will have 242,873,891 ordinary shares of 1 pence each in
issue. This figure may be used by WH Ireland Shareholders as the denominator
for the calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the Company under
the FCA's Disclosure Guidance and Transparency Rules.

The LEI for the Company is 213800HB9TO5O4WD6S66 and the ISIN for WH Ireland
Shares is GB0009241885.

Words and expressions defined in the Scheme Document shall, unless the context
provides otherwise, have the same meanings in this announcement. All
references to times in this announcement are to London time unless stated
otherwise.

 

Enquiries:

 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
 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.

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'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://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.

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                          Phillip Wale

 2    Reason for the notification
 a)   Position/status                                              Chief Executive Officer

 b)   Initial notification /Amendment                              Initial

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         W.H. Ireland Group plc

 b)   LEI                                                          213800HB9TO5O4WD6S66

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Ordinary Shares of 1 pence each in W.H. Ireland Group plc

      Identification code                                          GB0009241885

 b)   Nature of the transaction                                    Exercise of Share Options / Awards

 c)   Price(s) and Volume(s)

Price  Volume(s)
                                                                   Nil    6,666,666
 d)   Aggregated information

      - Aggregated volume                                          N/A - Single transaction

      - Price

 e)   Date of the transaction                                      20 March 2026

 f)   Place of the transaction                                     Off-market transaction

d)

 

Aggregated information

- Aggregated volume

N/A - Single transaction

- Price

e)

 

Date of the transaction

20 March 2026

f)

Place of the transaction

Off-market transaction

 

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                          Simon Jackson

 2    Reason for the notification
 a)   Position/status                                              Chief Finance Officer

 b)   Initial notification /Amendment                              Initial

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         W.H. Ireland Group plc

 b)   LEI                                                          213800HB9TO5O4WD6S66

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Ordinary Shares of 1 pence each in W.H. Ireland Group plc

      Identification code                                          GB0009241885

 b)   Nature of the transaction                                    Exercise of Share Options / Awards

 c)   Price(s) and Volume(s)

Price  Volume(s)
                                                                   Nil    3,066,666
 d)   Aggregated information

      - Aggregated volume                                          N/A - Single transaction

      - Price

 e)   Date of the transaction                                      20 March 2026

 f)   Place of the transaction                                     Off-market transaction

d)

 

Aggregated information

- Aggregated volume

N/A - Single transaction

- Price

e)

 

Date of the transaction

20 March 2026

f)

Place of the transaction

Off-market transaction

 

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