REG - W.H. Ireland Group - Publication of Scheme Document and Trading Update

WH IrelandAnnouncement

10/12/2025 16:16

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RNS Number : 0695L  W.H. Ireland Group PLC  10 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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE.

10 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

PUBLICATION OF SCHEME DOCUMENT

TRADING UPDATE

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"). Capitalised
terms used in this announcement (the "Announcement") shall, unless otherwise
defined, have the same meanings as set out in the Scheme Document (as defined
below). All references to times in this announcement are to London time unless
stated otherwise.

Publication of the Scheme Document

The boards of directors of WH Ireland and Team are pleased to announce that a
circular in relation to the Scheme (the "Scheme Document") containing, amongst
other things, a letter from the Chair of WH Ireland, the full terms and
conditions of the Scheme, an explanatory statement pursuant to section 897 of
the Companies Act, an expected timetable of principal events, notices
convening the Court Meeting and the WH Ireland General Meeting and details of
the actions to be taken by WH Ireland Shareholders ("Scheme Shareholders") and
WH Ireland Share Scheme Participants , has been published today and, subject
to certain restrictions relating to persons in Restricted Jurisdictions, will
be available on WH Ireland's website at
www.whirelandplc.com/investor-relations
(https://protect.checkpoint.com/v2/r06/___http:/www.whirelandplc.com/nsAjxytw-wjqfyntsx___.ZXV3MjpuZXh0MTU6YzpvOmFkYjg4ZDliYzIzNTYwNzhmODFhYjA3YWI0Yzk3OGVhOjc6NWQxMTo5NWQ3NWRiNDRkNzk3NDNhZmExODc0MjY4YTU3ZmMzOTU0YmNlZjZjMDU1YWM0NTdhNjc0ZTgzM2JlZWU0Nzk2OnA6RjpU)
and Team's website at www.teamplc.co.uk/investor-relations
(https://protect.checkpoint.com/v2/r06/___http:/www.teamplc.co.uk/nsAjxytw-wjqfyntsx___.ZXV3MjpuZXh0MTU6YzpvOmFkYjg4ZDliYzIzNTYwNzhmODFhYjA3YWI0Yzk3OGVhOjc6MzdkNDpjOTRlZGU1NjUyYTZkNTY1NDgyYzkyZTk2OTNmZGUxODE2OWE2Y2FmZmY2MzJiZGE2MDNmMzkyNjI4YTNiZmM2OnA6RjpU)
, respectively.

Subject to any restrictions relating to persons resident in Restricted
Jurisdictions, copies of the Scheme Document and Forms of Proxy for the Court
Meeting and the WH Ireland General Meeting are being posted and otherwise made
available to WH Ireland Shareholders today.  All WH Ireland Shareholders will
be sent a hard copy of the Forms of Proxy for the Court Meeting and the WH
Ireland General Meeting.

For information purposes only, the Scheme Document will also be sent, or made
available, to WH Ireland Share Scheme Participants and persons with
information rights.

Letters to WH Ireland Share Scheme Participants

WH Ireland Share Scheme Participants will shortly be sent letters which
contain appropriate proposals being made by Team in accordance with Rule 15
of the Takeover Code (or otherwise an explanation of the consequences of the
Scheme) in connection with their WH Ireland Options (as applicable). Subject
to certain restrictions relating to persons in Restricted Jurisdictions, the
Rule 15 Letters will be available on WH Ireland's website at
www.whirelandplc.com/investor-relations
(https://protect.checkpoint.com/v2/r06/___http:/www.whirelandplc.com/nsAjxytw-wjqfyntsx___.ZXV3MjpuZXh0MTU6YzpvOmFkYjg4ZDliYzIzNTYwNzhmODFhYjA3YWI0Yzk3OGVhOjc6NWQxMTo5NWQ3NWRiNDRkNzk3NDNhZmExODc0MjY4YTU3ZmMzOTU0YmNlZjZjMDU1YWM0NTdhNjc0ZTgzM2JlZWU0Nzk2OnA6RjpU)
and Team's website at www.teamplc.co.uk/investor-relations
(https://protect.checkpoint.com/v2/r06/___http:/www.teamplc.co.uk/nsAjxytw-wjqfyntsx___.ZXV3MjpuZXh0MTU6YzpvOmFkYjg4ZDliYzIzNTYwNzhmODFhYjA3YWI0Yzk3OGVhOjc6MzdkNDpjOTRlZGU1NjUyYTZkNTY1NDgyYzkyZTk2OTNmZGUxODE2OWE2Y2FmZmY2MzJiZGE2MDNmMzkyNjI4YTNiZmM2OnA6RjpU)
, respectively in accordance with Rule 26 of the Takeover Code.

Recommendation of the WH Ireland Directors

The WH Ireland Directors, who have been so advised by Shore Capital as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing its advice, Shore Capital has taken into
account the commercial assessments of the WH Ireland Directors. Shore Capital
is providing independent advice to the WH Ireland Directors for the purposes
of Rule 3 of the Takeover Code.

Accordingly, the WH Ireland Directors unanimously recommend that WH Ireland
Shareholders vote (or procure the vote) in favour of the Scheme at the Court
Meeting and the Resolution to be proposed at the WH Ireland General Meeting,
as each of the WH Ireland Shareholder Directors has irrevocably undertaken to
do (or procure to be done) in respect of their own interests in WH Ireland
Shares (and those of their connected persons) amounting to, in aggregate,
4,104,600 WH Ireland Shares, representing, in aggregate, approximately 1.74
per cent. of the entire issued share capital of WH Ireland as at 9 December
2025 (being the latest practicable date before the publication of this
Announcement).

WH Ireland Shareholders should read the Scheme Document in its entirety before
making a decision with respect to the Scheme.

Current Trading

The audited results for the year ended 31 March 2025, which were published on
26 September 2025 showed an underlying loss for the Wealth Management ("WM")
segment of the WH Ireland Group of £1.9 million, primarily due to the
continuing fall in assets under management (AUM) and the consequential impact
on revenue, together with the relatively high fixed cost base of WH Ireland.
WM revenue for the year to March 2025 was £10.0 million compared to £11.9
million for the previous year and discretionary and advisory AUM fell to
£0.68 billion at 31 March 2025 from £0.87 billion at 31 March 2024. This
follows a reduction from £1.04 billion at 31 March 2023.

Since the financial year end, the WH Ireland Group has continued to seek
buyers for the WM business as revenue and total AUM have fallen, driven in
part by uncertainty around the future of the WH Ireland Group, together with
the closure of the Henley office following the resignation of the team of
financial advisers based there.

For the six months to 30 September 2025 ("H12026"), the Company provides the
following unaudited trading update: revenue fell to £4.2 million (Sept 2024
£5.3 million) as discretionary and advisory AUM declined to £0.68 billion
(Sept 2024 £0.76 billion) and Group AUM fell to £0.97 billion (Sept 2024
£1.1 billion), however both revenue and AUM are expected to reduce further
before the end of the 2026 financial year as clients from the Henley office
transition away from the business. Despite further cost reductions, the WH
Ireland Group remains loss making on a standalone basis, with underlying
unaudited losses before tax for H12026 of £0.6 million and an unaudited
statutory loss before tax of £0.9 million, which has impacted the absolute
level of capital available to support the growth of the WH Ireland business.
The earnings per share for the period are expected to be a loss of 0.38p (Sept
2024 loss of 0.53p). The cash balance as of 30 September 2025 was £3.0
million.

As at 31 October 2025, discretionary and advisory AUM were £0.65 billion
(unaudited), reflecting net outflows of £25 million and £5 million of losses
from investment performance.

The Company anticipates publishing its interim results for the six months
ended 30 September 2025 before the end of December 2025.

Actions to be taken by WH Ireland Shareholders

Court Meeting

The Scheme will require approval at the Court Meeting (which is a meeting of
Scheme Shareholders convened by order of the Court) to be held at the offices
of the Company at 24 Martin Lane, London EC4R 0DR at 11.00 a.m. (London
time) on 8 January 2026. The approval required at this meeting is that those
voting to approve the Scheme must:

•         represent a simple majority in number of those Scheme
Shareholders present and voting in person or by proxy; and

•         also represent at least 75% in value of the Scheme Shares
held by those Scheme Shareholders present and voting in person or by proxy.

WH Ireland General Meeting

Implementation of the Scheme will also require the approval of a special
resolution (the "Resolution") by WH Ireland Shareholders to authorise the WH
Ireland Directors to: (i) take any action necessary to carry out the Scheme;
and (ii) approve certain amendments to the WH Ireland Articles in connection
with the Scheme at the WH Ireland General Meeting to be held immediately after
the Court Meeting.

The approval required for the Resolution to be passed is a vote in favour of
not less than 75% of the votes cast in person or by proxy.

The Scheme requires the sanction of the Court at the Court Hearing where
Scheme Shareholders may be present and be heard in person or through
representation. As soon as practicable following the Court Hearing, WH Ireland
will make an announcement through a Regulatory Information Service stating the
decision of the Court and including details of whether the Scheme will proceed
or has lapsed.

The Scheme is subject to a number of Conditions (as set out in full in Part
III (Conditions to and Certain Further Terms of the Scheme and the
Acquisition) of the Scheme Document) having been satisfied or, where capable
of waiver, waived including (amongst others) the approval by the FCA of Team's
acquisition of control of the Company pursuant to the Acquisition

If the Scheme becomes Effective, it will be binding on all holders of Scheme
Shares irrespective of whether or not they attended or voted at the Court
Meeting or the WH Ireland General Meeting (and irrespective of whether or not
they voted in favour of approving the Scheme at the Court Meeting and the
Resolution proposed at the WH Ireland General Meeting).

At the Court Meeting, it is particularly important that as many votes as
possible are cast so that the Court may be satisfied that there is a fair and
reasonable representation of the opinions of Scheme Shareholders. Scheme
Shareholders are therefore strongly urged to complete, sign and return their
BLUE Form of Proxy (or appoint a proxy electronically) or to appoint a proxy
through the CREST electronic proxy appointment service (as appropriate) as
soon as possible.

Expected timetable

The Scheme Document contains an expected timetable of principal events
relating to the Acquisition, which is set out in the Appendix to this
Announcement.

Shareholder helpline

If you have any questions in relation to this Announcement, the Meetings, or
the completion and return of the Forms of Proxy, please call the shareholder
helpline operated by Neville Registrars Limited on 0121 585 1131 (or from
outside of the UK, on +44 (0) 121 585 1131) between 9.00 a.m. to 5.00 p.m.
Monday to Friday (London time). Please note that Neville Registrars cannot
provide any financial, legal or tax advice or advice on the merits of the
Acquisition and calls may be recorded and monitored for security and training
purposes.

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

The person responsible for arranging the release of this Announcement on
behalf of WH Ireland is Simon Jackson, Chief Finance Officer of WH Ireland.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event
Expected time/date

Publication of the Scheme
Document
10 December 2025

Team EGM to grant authority to allot the New Team
Shares                  3.00 p.m. on 29 December 2025

Latest time for lodging Forms of Proxy or for submitting proxy instructions
via the Sharegateway website and the CREST electronic proxy appointment
service:

Court Meeting (BLUE Form of
Proxy)
11.00 a.m. on 6 January 2026 ((1))

General Meeting (WHITE Form of
Proxy)
11.15 a.m. on 6 January 2026 ((2))

Voting Record
Time
6.00 p.m. on 6 January 2026 ((3))

Court
Meeting
11.00 a.m. on 8 January 2026

WH Ireland General
Meeting
11.15 a.m. on 8 January 2026

The following dates are indicative only and are based on the current
expectations of the WH Ireland Directors and the Team Directors and may be
subject to change; please see note (5) below.

Scheme Sanction
Hearing
a date ("D") to be determined and announced,

expected to be by the end of the first quarter of 2026, subject to the
satisfaction (or, if applicable, waiver) of the Conditions

(other than Conditions 1, 2(c) and 2(d)) ((4)(5))

 Last day of dealings in, and for registration of transfers of,           D

 and disablement of CREST for, WH Ireland Shares
 Scheme Record Time                                                       6.00 p.m. on D+1 Business Day
 Suspension of dealings in WH Ireland Shares                              7.30 a.m. on D+2 Business Days
 Effective Date of the Scheme((6))                                        D+2 Business Days
 Cancellation of admission of WH Ireland Shares to trading on AIM         7.00 a.m. on D+3 Business Days
 Admission and commencement of dealings of the New Team Shares on AIM     by no later than 8.00 a.m. on D+3 Business Days
 Issuance of New Team Shares                                              D+3 Business Days
 CREST accounts of WH Ireland Shareholders credited with New Team Shares  at or soon after 8.00 a.m. on D+3 Business Days (but not later than 14 days
                                                                          after the Effective Date)
 Despatch of share certificates for the New Team Shares                   within 14 days after the Effective Date
 Long Stop Date                                                           11.59 p.m. on 30 June 2026((7))
 Notes:

 (1)   It is requested that BLUE Forms of Proxy for the Court Meeting be
 lodged no later than 48 hours (excluding any part of a day that is not a
 Business Day) before the time appointed for the Court Meeting or, in the case
 of an adjourned meeting, 48 hours (excluding any part of a day that is not a
 Business Day) before the time appointed for the adjourned Court Meeting. Blue
 Forms of Proxy not so lodged may be completed and handed to the Chair of the
 Court Meeting at any time before the start of the Court Meeting.

 (2)   WHITE Forms of Proxy for the WH Ireland General Meeting must be lodged
 no later than 48 hours (excluding any part of a day that is not a Business
 Day) before the time appointed for the WH Ireland General Meeting or, in the
 case of an adjourned meeting, 48 hours (excluding any part of a day that is
 not a Business Day) before the time appointed for the adjourned General
 Meeting.

 (3)   If either the Court Meeting or the WH Ireland General Meeting is
 adjourned, the Voting Record Time for the relevant adjourned meeting will be
 6.00 p.m. on the date which is two days (excluding any part of a day that is
 not a Business Day) before the date set for such adjourned meeting or as soon
 after 11.15 a.m. as the Court Meeting shall have concluded or been adjourned.

 (4)   These dates are indicative only and will depend, amongst other things,
 on the date upon which: (i) the Conditions are satisfied or (if capable of
 waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order
 is delivered to the Registrar of Companies for registration. WH Ireland Share
 Scheme Participants will be contacted separately to inform them of the effect
 of the Scheme on their rights under the relevant WH Ireland Share Schemes,
 including details of any appropriate proposals made and dates and times
 relevant to them.

 (5)   The Scheme Sanction Hearing is to be held on a date to be determined
 following the satisfaction (or, if applicable, waiver) of the Conditions
 (other than Conditions 1, 2(c) and 2(d)), as set out in Part A of Part III
 (Conditions to and Certain Further Terms of the Scheme and the Acquisition) of
 this document.

 (6)   The Scheme will become Effective pursuant to its terms upon the Court
 Order being delivered to the Registrar of Companies for registration.

 (7)   This is the latest date by which the Scheme may become Effective
 unless WH Ireland and Team agree (and, if required, the Panel consents to and
 the Court approves) a later date.

 All references in this Announcement to times are to London time unless
 otherwise stated. The dates and times given are indicative only and are based
 on WH Ireland's and Team's current expectations and may be subject to change
 (including as a result of changes to the regulatory timetable). If any of the
 expected times and/or dates above change, the revised times and/or dates will
 be notified to WH Ireland Shareholders by announcement through a Regulatory
 Information Service.

 

IMPORTANT NOTICES

This Announcement is for information purposes only. It does not constitute an
offer or form part of any offer or an invitation to purchase, subscribe for,
sell or issue, any securities or a solicitation of any offer to purchase,
subscribe for, sell or issue any securities pursuant to this Announcement or
otherwise in any jurisdiction in which such offer or solicitation is unlawful.
This Announcement does not comprise a prospectus or a prospectus exempted
document. The Acquisition will be made solely by means of the Scheme Document
(or, if the Acquisition is, with the consent of the Panel (and subject to the
terms of the Co-operation Agreement), implemented by way of an Offer, the
Offer Document) which contains the full terms and Conditions of the
Acquisition, including details of how to vote in favour of the Scheme at the
Court Meeting and the Special Resolution to be proposed at the WH Ireland
General Meeting.

Neither the London Stock Exchange nor any other securities commission or
regulatory authority has reviewed, approved or disapproved this Announcement,
any of the proposals described in this Announcement.

Financial advisers

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.

Overseas shareholders

The release, publication or distribution of this Announcement and the
allotment and issue of the New Team Shares in jurisdictions other than the
United Kingdom and Jersey may be restricted by law and/or regulation. No
action has been taken by WH Ireland or Team to obtain any approval,
authorisation or exemption to permit the allotment or issue of the New Team
Shares or the possession or distribution of this Announcement in any
jurisdiction, other than in the United Kingdom and Jersey.

The implications of the Scheme and the Acquisition for Overseas Shareholders
may be affected by the laws and/or regulations of jurisdictions outside the
United Kingdom and Jersey. Overseas Shareholders should inform themselves
about, and observe, any applicable legal or regulatory requirements. It is the
responsibility of any Overseas Shareholders to satisfy themselves as to the
full observance of the laws and regulations of the relevant jurisdiction in
connection therewith, including the obtaining of any governmental, exchange
control or other consents which may be required, the compliance with other
necessary formalities and the payment of any issue, transfer or other taxes or
duties or payments due in such jurisdiction. Any failure to comply with such
restrictions or requirements may constitute a violation of the securities laws
of any such jurisdiction.

Unless otherwise determined by Team or required by the Takeover Code, and
permitted by applicable law and regulation, the New Team Shares to be issued
pursuant to the Acquisition to WH Ireland Shareholders will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Acquisition by any such use, means, instrumentality or
form within a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction. Copies of this
Announcement and any formal documentation relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send such documents in, into or
from any Restricted Jurisdiction. Doing so may render invalid any related
purported vote in respect of the Acquisition. If the Acquisition is
implemented by way of an Offer (unless otherwise permitted by applicable law
and regulation), the Offer may not be made directly or indirectly, in, into or
from, or by the use of mails or any means or instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission or
telephone) of interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of any Restricted Jurisdiction
and the Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.

The availability of the New Team Shares to persons who are not resident in the
United Kingdom or Jersey may be affected by the laws and/or regulations of the
relevant jurisdiction in which they are located. Persons who are not resident
in the United Kingdom or Jersey should inform themselves of, and observe, any
applicable requirements.

This Announcement has been prepared for the purposes of complying with English
law, Jersey law, the Takeover Code, the rules of the London Stock Exchange and
the AIM Rules and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in accordance
with the laws and regulations of any jurisdiction outside the United Kingdom
or Jersey.

Further details in relation to Overseas Shareholders are set out in the Scheme
Document.

Notice to US holders of WH Ireland Shares

Neither the United States Securities and Exchange Commission nor any other US
federal or state securities commission or regulatory authority has reviewed,
approved or disapproved this Announcement, any of the proposals described in
this Announcement or the New Team Shares or passed an opinion on the accuracy
or the adequacy of this Announcement. Any representation to the contrary is a
criminal offence in the United States.

The Acquisition relates to shares of an English company and the issue of
shares in a company incorporated in Jersey, and is proposed to be implemented
by means of a scheme of arrangement under the laws of England and Wales. A
transaction implemented by means of a scheme of arrangement is not subject to
the proxy solicitation or tender offer rules under the US Exchange Act.
Accordingly, the Scheme is subject to the disclosure requirements, rules and
practices applicable in the United Kingdom to schemes of arrangement, which
differ from the requirements of the US proxy solicitation and tender offer
rules. However, if Team exercises its right with the consent of the Panel (and
subject to the terms of the Co-operation Agreement) to implement the
Acquisition by means of an Offer, such Offer will be made in compliance with
all applicable laws and regulations, including Section 14(e) of the US
Exchange Act and Regulation 14E thereunder. Such an Offer would be made in the
United States by Team and no one else. In addition to any such Offer, Team,
certain affiliated companies and the nominees or brokers (acting as agents)
may make certain purchases of, or arrangements to purchase, shares in WH
Ireland outside such Offer during the period in which such Offer would remain
open for acceptance. If such purchases or arrangements to purchase were to be
made they would be made outside of the United States and would comply with
applicable law and regulation, including the US Exchange Act. Any information
about such purchases will be disclosed as required in the UK, will be reported
to a Regulatory Information Service and will be available on the London Stock
Exchange website www.londonstockexchange.com.

The New Team Shares have not been, and will not be, registered under the US
Securities Act or under the securities laws of any state or other jurisdiction
of the United States. Accordingly, the New Team Shares may not be offered,
sold, resold, delivered, distributed or otherwise transferred, directly or
indirectly, in or into or from the United States absent registration under the
US Securities Act or an exemption therefrom. The New Team Shares are expected
to be issued in reliance upon the exemption from the registration requirements
of the US Securities Act provided by Section 3(a)(10) thereof. WH Ireland
Shareholders who will be affiliates of Team after the Effective Date will be
subject to certain US transfer restrictions relating to the New Team Shares
received pursuant to the Scheme. For the purposes of qualifying for the
exemption from the registration requirements of the US Securities Act afforded
by Section 3(a)(10), WH Ireland will advise the Court that its sanctioning of
the Scheme will be relied upon by Team as an approval of the Scheme following
a hearing on its fairness to WH Ireland Shareholders. The receipt of New Team
Shares pursuant to the Acquisition by a US WH Ireland Shareholder will be a
taxable transaction for US federal income tax purposes, and may also be a
taxable transaction under applicable state and local tax laws, as well as
foreign and other tax laws. Each WH Ireland Shareholder is urged to consult
his independent professional advisor immediately regarding the tax
consequences of the Acquisition.

It may be difficult for US WH Ireland Shareholders to enforce their rights and
claims arising out of US federal securities laws, since Team and WH Ireland
are located in countries other than the United States, and some or all of
their officers and directors may be residents of countries other than the
United States. US WH Ireland Shareholders may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of the
US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's judgment.

In accordance with normal UK practice and pursuant to Rule 14e-15(b) of the US
Exchange Act, Team, certain affiliated companies and the nominees and brokers
(acting as agents) may make certain purchases of, or arrangements to purchase
shares in WH Ireland outside of the US, other than pursuant to the
Acquisition, until the date on which the Acquisition and/or the Scheme becomes
Effective, lapses or is otherwise withdrawn. If such purchases or arrangements
to purchase were to be made they would occur either in the open market at
prevailing prices or in private transactions at negotiated prices and comply
with applicable law and regulation, including the US Exchange Act. Any
information about such purchases or arrangements to purchase will be disclosed
as required in the United Kingdom, will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange website
www.londonstockexchange.com
(https://protect.checkpoint.com/v2/r06/___http:/www.londonstockexchange.com/___.ZXV3MjpuZXh0MTU6YzpvOmFkYjg4ZDliYzIzNTYwNzhmODFhYjA3YWI0Yzk3OGVhOjc6YmVhMzo4MDEwZjRkODA3NzE4OTJjMjhlOGMzYzJkNjIxMmMyNTQ0YmM3Nzc2OTcxZDNkNjM4MWY5ZWVhYWFkYzg3MmViOnA6RjpU)
.

Important information for Singapore WH Ireland Shareholders

Any offer of New Team Shares pursuant to the Acquisition is made in reliance
on the exemption under section 272A(1) of the Securities and Futures Act 2001
(the "Singapore SFA"). It is not made in or accompanied by (and nor will it be
made in or accompanied by) a prospectus that is registered by the Monetary
Authority of Singapore ("MAS").

As this Announcement has not been registered as a prospectus with the MAS
pursuant to section 240 of the Singapore SFA, this Announcement and any other
document or material in connection with the offer or issue of the New Team
Shares, the Acquisition or the Scheme, may not be circulated or distributed,
nor may the New Team Shares be offered or sold, or be made the subject of an
invitation for subscription or purchase, whether directly or indirectly, to
the public or any member of the public in Singapore other than to such persons
permitted under the Singapore SFA.

By accepting receipt of this Announcement and any other document or material
in connection with the offer or issue of the New Team Shares, the Acquisition
or the Scheme, any person in Singapore so receiving such documents and
materials represents and warrants that he or it is entitled to receive such
document in accordance with the restrictions set forth above and agrees to be
bound by the limitations contained herein.

Subject to the foregoing, in the event an offer or issue of any New Team
Shares is made to any person in Singapore, all such New Team Shares shall be
offered and issued to a limited number of WH Ireland Shareholders pursuant to
the small offer exemption prescribed by section 272A of the Singapore SFA
and/or the private placement exemption prescribed by section 272B of the
Singapore SFA and/or to an 'institutional investor' (as defined in section 4A
of the Singapore SFA) pursuant to Section 274 of the SFA and/or to an
'accredited investor' (as defined in section 4A of the Singapore SFA) pursuant
to Section 275 of the SFA. Where the New Team Shares are issued to any WH
Ireland Shareholder in Singapore pursuant to the small offer exemption
prescribed by section 272A of the Singapore SFA, such New Team Shares shall
not be transferable for six months after the issuance of such New Team Shares
unless such transfer is made in accordance with the Singapore SFA.

Notice to WH Ireland Shareholders in Australia

The offer of New Team Shares for issue, sale or re-sale within Australia is
prohibited unless a disclosure document has been lodged with the Australian
Securities and Investments Commission ("ASIC"), or an exemption applies. The
New Team Shares will be issued in reliance on exemptions in ASIC Corporations
(Compromises or Arrangements) Instrument 2025/613 as the Acquisition will be
made under a foreign compromise or arrangement that is made in accordance with
laws in force in the United Kingdom, being an eligible foreign country.

This Announcement is not a disclosure document for the purposes of Chapter 6D
of the Australian Corporations Act 2001(Cth) ("Corporations Act") and does not
purport to include the information required of a disclosure document under
Chapter 6D of the Corporations Act. It has not been approved by any Australian
regulatory authority, such as ASIC or the Australian Securities Exchange and
has not been lodged with ASIC. WH Ireland Shareholders located or resident in
Australia are advised to exercise caution in relation to the proposal set out
in Announcement and should obtain independent professional advice if you have
any queries or concerns about any of the contents or subject matter of
Announcement.

To the extent Announcement is received by a WH Ireland Shareholder in
Australia, it is provided in reliance upon ASIC Corporations (Unsolicited
Offers-Foreign Bids) Instrument 2015/1070.

No profit forecasts or estimates or quantified financial benefits statements

No statement in this Announcement is intended as a profit forecast or estimate
for any period or a quantified financial benefits statement and no statement
in this Announcement should be interpreted to mean that earnings or earnings
per share for Team or WH Ireland, as appropriate, for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Team or WH Ireland, as appropriate.

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___.ZXV3MjpuZXh0MTU6YzpvOmFkYjg4ZDliYzIzNTYwNzhmODFhYjA3YWI0Yzk3OGVhOjc6NDQxODo4YWUzMzQwMjc3MDAxYTc3NTY3M2QwMjdiZDQyZTJhYzFkN2EwYzFmYjhhN2NhMDM1N2MyZjYwMzRkZjA2M2IyOnA6RjpU)
, 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.

Cautionary note regarding forward looking statements

This Announcement may contain certain statements which are, or may be deemed
to be, forward looking statements with respect to the financial condition,
results of operations and business of WH Ireland or the WH Ireland Group and
Team, or the Team Group and certain plans and objectives of the WH Ireland
Board and the Team Board. These forward looking statements can be identified
by the fact that they do not relate to historical or current facts. Forward
looking statements often use words such as "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "will", "may", "should",
"would", "could" or other words of similar meaning. These statements are based
on assumptions and assessments made by the WH Ireland Board, Team and the Team
Board in the light of their experience and their perception of historical
trends, current conditions, expected future developments and other factors
they believe appropriate. By their nature, forward looking statements involve
risk and uncertainty and the factors described in the context of such forward
looking statements in this Announcement could cause actual results and
developments to differ materially from those expressed in or implied by such
forward looking statements.

Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially
from those described in this Announcement. Except as required by the Panel,
the FCA, the London Stock Exchange, the AIM Rules, or any other applicable law
and/or regulation, WH Ireland, Team assume no obligation to update or correct
the information contained in this Announcement.

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

Electronic communications

WH Ireland Shareholders and participants in the WH Ireland Share Schemes
should note that addresses, electronic addresses and certain other information
provided by them and other relevant persons for the receipt of communications
from WH Ireland may be provided to Team during the Offer Period as required
under section 4 of Appendix 4 to the Takeover Code to comply with Rule 2.11(c)
of the Takeover Code.

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
(https://protect.checkpoint.com/v2/r06/___http:/www.teamplc.co.uk/nsAjxytw-wjqfyntsx___.ZXV3MjpuZXh0MTU6YzpvOmFkYjg4ZDliYzIzNTYwNzhmODFhYjA3YWI0Yzk3OGVhOjc6MzdkNDpjOTRlZGU1NjUyYTZkNTY1NDgyYzkyZTk2OTNmZGUxODE2OWE2Y2FmZmY2MzJiZGE2MDNmMzkyNjI4YTNiZmM2OnA6RjpU)
and https://www.whirelandplc.com/investor-relations
(https://protect.checkpoint.com/v2/r06/___https:/www.whirelandplc.com/nsAjxytw-wjqfyntsx___.ZXV3MjpuZXh0MTU6YzpvOmFkYjg4ZDliYzIzNTYwNzhmODFhYjA3YWI0Yzk3OGVhOjc6MzJiYTo0YzUzYjQyOTljMGRiNWZjYjkyNTM1MWNkOWM0NzY5OTMxMGEzNTA4YzVjNTYwY2M0NThiNDEwNDM2NDBmMTBjOnA6RjpU)
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.

In accordance with Rule 30.3 of the Takeover Code, WH Ireland Shareholders and
participants in the WH Ireland Share Schemes may request a hard copy of this
Announcement, free of charge, by contacting Neville Registrars Limited on 0121
585 1131 (or from outside of the UK, on +44 (0) 121 585 1131) between 9.00
a.m. to 5.00 p.m. Monday to Friday (London time) or by submitting a request in
writing to Neville Registrars Limited, Neville House, Steelpark Road,
Halesowen, West Midlands, United Kingdom, B62 8HD. For persons who receive a
copy of Announcement in electronic form or via a website notification, a hard
copy of Announcement will not be sent to any recipient of Announcement unless
so requested. In accordance with Rule 30.3 of the Takeover Code, WH Ireland
Shareholders and participants in the WH Ireland Share Schemes may also request
that all future documents, announcements and information to be sent to them in
relation to the Acquisition should be in hard copy form. Please note that
Neville Registrars cannot provide any financial, legal or tax advice or advice
on the merits of the Acquisition and calls may be recorded and monitored for
security and training purposes.

Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

Time

All references to time in this Announcement are to London time, unless
otherwise stated.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

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.   END  SOAKZMMZKGLGKZM



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