REG - W.H. Ireland Group - Results of Court Meeting and General Meeting

WH IrelandAnnouncement

Thu 13:00

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RNS Number : 2118O  W.H. Ireland Group PLC  08 January 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

8 January 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

RESULTS OF COURT MEETING AND GENERAL MEETING

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.

Meeting Results

The Company is pleased to announce that at the Court Meeting and the General
Meeting held earlier today:

-         the requisite majority of Scheme Shareholders voted (either
in person or by proxy) in favour of the resolution to approve the Scheme at
the Court Meeting; and

-         the requisite majority of WH Ireland Shareholders voted
(either in person or by proxy) in favour of the Special Resolution, including
approving the amendment of the WH Ireland Articles, at the General Meeting.

Details of the resolutions passed are set out in the notices of the Court
Meeting and the General Meeting

at Parts VIII and IX (respectively) of the Scheme Document.

Voting results of the Court Meeting

The table below sets out the results of the poll at the Court Meeting held on
8 January 2026:

                                                                                 FOR          AGAINST  TOTAL
 Number of Scheme Shares voted                                                   158,600,155  3,053    158,603,208
 Percentage of Scheme Shares voted ((1))                                         99.998%      0.002%   100%
 Number of Scheme Shareholders who voted ((2))                                   12           3        14((3))
 Percentage of Scheme Shareholders who voted ((1) (2))                           85.71%       21.43%   100%((3))
 Number of Scheme Shares voted as a percentage of the Scheme Shares eligible to  67.2074%     0.0013%  67.2087%
 be voted at the Court Meeting ((1))

(1)  Rounded to two decimal places

(2)  Where a Scheme Shareholder has cast some of their votes "for" and some
of their votes

"against" the resolution, such Scheme Shareholder has been counted as having
voted both

"for" and "against" the resolution for the purposes of determining the number
and

percentage of Scheme Shareholders who voted as set out in this row.

(3)  The aggregate of Scheme Shareholders voting "for" and "against" the
resolution as set out in this row exceeds the total number and percentage of
Scheme Shareholders who

voted because 1 registered member gave instructions for votes to be cast "for"
the

resolution in respect of part of their holding of Scheme Shares and "against"
the resolution in respect of another part of their holding of Scheme Shares.

 

Voting results of the General Meeting

The table below sets out the results of the poll at the General Meeting held
on 8 January 2026:

                                                                             FOR                             AGAINST                        TOTAL            WITHHELD ((1))   ISC Voted
 Special Resolution                                                          Number of votes  % of votes     Number of votes  % of votes    Number of votes  Number of votes  %
 Granting authority to implement the Scheme and amendment to the WH Ireland  145,718,911      99.998 %((2))  2,803            0.002 %((2))  145,721,714      623              61.75%((2))
 Articles

(1)  A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes "for" or "against" the Special
Resolution.

(2)  Rounded to two decimal places

 

The total number of WH Ireland Shares in issue at the Voting Record Time was
235,986,209. The Company does not hold any ordinary shares in treasury.
Therefore, the total number of voting rights in WH Ireland at the Voting
Record Time was 235,986,209.

Acquisition Conditions

The outcome of the Court Meeting and General Meeting means that Conditions
2(a) and (b) (as set out in Part A of Part III of the Scheme Document) have
been satisfied. As announced by Team on 29 December 2025, Condition set out in
paragraph 3(a) of Part A of Part III of the Scheme Document has also been
satisfied. The Scheme remains subject to certain other Conditions, including:
(i) the FCA Condition (as set out in Part III, Part A, paragraph 3(c) of the
Scheme Document); (ii) the satisfaction (or, where applicable, waiver) of the
remaining general Conditions set out in Part III of the Scheme Document; (iii)
the Court sanctioning the Scheme; and (iv) the Court Order being duly
delivered to the Registrar of Companies.

Expected Timetable of Principal Events

Subject to the satisfaction of the Conditions referred to in (i) and (ii)
above, it is the current intention of the Company to seek the Court's sanction
of the Scheme on or around 20 March 2026, at a hearing to be held in The Royal
Courts of Justice and the Scheme is expected to become effective on or around
24 March 2026 (the "Effective Date").

A request will be made to the London Stock Exchange prior to the Effective
Date to cancel the trading in WH Ireland Shares on AIM with effect from 7.00
a.m. on the Business Day immediately following the Effective Date.

If all of these Conditions have not been, or are unlikely to be, satisfied
before 20 March 2026, the expected timetable of principal events is likely to
change and WH Ireland will make a further announcement regarding the expected
timetable for the implementation of the Scheme.

The current expected timetable of the remaining principal events relating to
the Scheme is set out in the Appendix to this announcement, on the assumption
that the FCA Change of Control Condition is satisfied and the remaining
Conditions (other than Conditions 1, 2(c) and 2(d)) are satisfied or waived
prior to 20 March 2026.

A further announcement will be made by WH Ireland following satisfaction of
the FCA Condition and the satisfaction (or, where applicable, waiver) of the
remaining general Conditions set out in Part III of the Scheme Document.

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

 

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event
Expected time/date((1))

 Scheme Sanction Hearing                                                  20 March 2026 ((2))
 Last day of dealings in, and for registration of transfers of,           23 March 2026

 WH Ireland Shares
 Scheme Record Time                                                       6.00 p.m. on 23 March 2026
 Disablement of CREST in respect of WH Ireland Shares                     6.00 p.m. on 23 March 2026
 Suspension of dealings in WH Ireland Shares                              7.30 a.m. on 24 March 2026
 Effective Date of the Scheme((3))                                        24 March 2026
 Cancellation of admission of WH Ireland Shares to trading on AIM         7.00 a.m. on 25 March 2026
 Admission and commencement of dealings of the New Team Shares on AIM     8.00 a.m. on 25 March 2026
 Issuance of New Team Shares                                              25 March 2026
 CREST accounts of WH Ireland Shareholders credited with New Team Shares  at or soon after 8.00 a.m. on 25 March 2026 (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((4))
 Notes:

 (1)   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.

 (2)   The Scheme Sanction Hearing may only be held 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 the Scheme
 Document and any  revised date would be subject to Court availability.

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

 (4)   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

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/r06/___https:/www.thetakeoverpanel.org.uk/inxhqtxzwjdinxhqtxzwj-yfgqj___.ZXV3MjpuZXh0MTU6YzpvOjBkMDdhZTU3YTk1ZDY1OWFiZDA1NjM0M2YzNTRhMDhmOjc6MzA0YTo4ZTQ0YWQ1YmFkY2QzNDc3YWE0MDU2MzQxZWM1ZmRiMTliNjdmYjRhMzU5ZGI2OTdlNjcwNGM1NzBiMjA0ZDQ2OnA6RjpU)
, 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 WH Ireland's websites at
www.teamplc.co.uk/investor-relations
(https://protect.checkpoint.com/v2/r06/___http:/www.teamplc.co.uk/nsAjxytw-wjqfyntsx___.ZXV3MjpuZXh0MTU6YzpvOjBkMDdhZTU3YTk1ZDY1OWFiZDA1NjM0M2YzNTRhMDhmOjc6ZjM5YjoxN2NlMWRmMjc0YWI2OGU3MTBmYTJhOTE3NzUzZDI5ZDg2MzZjYjY1YTI5YzhjMjI0MWY2ZTM5ZWM5ZjIzNDhhOnA6RjpU)
and https://www.whirelandplc.com/investor-relations
(https://protect.checkpoint.com/v2/r06/___https:/www.whirelandplc.com/nsAjxytw-wjqfyntsx___.ZXV3MjpuZXh0MTU6YzpvOjBkMDdhZTU3YTk1ZDY1OWFiZDA1NjM0M2YzNTRhMDhmOjc6NzFhODo0MjE2MDc0Njg2Nzc4ZGY0ZjQxODA0YzYxODAyZDQzZmU0ZmI5YzQxYjIwMWQ4NTY3Y2Y0YjY4Y2Q3ZWU5ZWIzOnA6RjpU)
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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