REG - W.H. Ireland Group Team PLC - Possible Offer

WH IrelandAnnouncement

13/11/2025 07:00

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RNS Number : 3289H  W.H. Ireland Group PLC  13 November 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

 

This is an announcement of a possible offer under Rule 2.4 of the City Code on
Takeovers and Mergers (the "Code") and is not an announcement of a firm
intention to make an offer under Rule 2.7 of the Code and there can be no
certainty that an offer will be made NOR AS TO THE TERMS

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

 

WH IRELAND Group Plc

 

("WH Ireland" or the "Company"

and with its subsidiaries the "Group")

Possible Offer

The Board of WH Ireland notes the press speculation and confirms that it has
received an indicative, non-binding proposal from Team plc ("Team") relating
to a possible all-share offer for the entire issued and to be issued share
capital of the Company (the "Possible Offer") at exchange ratio of 0.195 Team
shares per WH Ireland share.

The Board of WH Ireland is evaluating the Possible Offer, together with its
financial and legal advisers, and a further announcement will be made as and
when appropriate. There can be no certainty that an offer will be made, nor as
to the terms of any such offer.

In accordance with Rule 2.6(a) of the Code, Team must, by not later than 5.00
p.m. on 10 December 2025, either announce a firm intention to make an offer
for the Company in accordance with Rule 2.7 of the Code or announce that it
does not intend to make an offer, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. This deadline
will only be extended with the consent of the Takeover Panel in accordance
with Rule 2.6(c) of the Code.

WH Ireland confirms that this announcement has been made without the consent
of Team.

For further information please contact:

 WH Ireland Group plc                                             www.whirelandplc.com
 Simon Jackson, Chief Finance Officer                                   +44(0) 7220 1666
 Shore Capital (Financial Adviser)
 Guy Wiehahn / David Coaten / Oliver Jackson / Harry Davies-Ball  +44(0) 207 408 4090
 Zeus Capital Limited (Nominated Adviser and broker)
 Katy Mitchell / Harry Ansell / James Bavister                    +44(0) 203 829 5000
 MHP Communications

                                                                   +44(0) 7831 406117

 Reg Hoare                                                                WHIreland@mhpgroup.com

 

 +44(0) 7831 406117

        WHIreland@mhpgroup.com

 

Important notices

The person responsible for the release of this announcement on behalf of the
Company is Simon Jackson, Chief Financial Officer.

Shore Capital & 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 subject
matter of this announcement 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 possible offer or any
other matter referred to herein. Neither Shore Capital & 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.

Zeus Capital Limited ("Zeus"), which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting exclusively for
WH Ireland and for no-one else in connection with the subject matter of this
announcement and will not be responsible to anyone other than WH Ireland, for
providing the protections afforded to clients of Zeus, or for providing advice
in relation to the possible offer or any other matter referred to herein.
Neither Zeus, nor any of its 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 Zeus in connection with this announcement, any statement
contained herein or otherwise.

This announcement and the information it contains is not intended to, and does
not, constitute or form part of any offer, invitation or the solicitation of
an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities whether pursuant to this announcement or otherwise
or the solicitation of any vote in any jurisdiction in contravention of
applicable law.

The release, publication or distribution of this announcement in jurisdictions
outside the United Kingdom may be restricted by law and therefore persons into
whose possession this announcement comes should inform themselves about, and
observe such restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities law of any such jurisdiction.

Disclosure requirements of the Code

Under Rule 8.3(a) of the 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 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (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 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(s), 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 pm (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 website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available on WH Ireland's website www.
(https://protect.checkpoint.com/v2/r06/___http:/www.whirelandplc.com___.ZXV3MjpuZXh0MTU6YzpvOmZhZWM0ZmYzYjIzYmVjOGU4ZmQ5Yzc3MzUxOTgyYzBkOjc6N2Q3MjozZjE0MTkzNzRlZThlNDVjZWE1YWIxNWQ4MGNhNjI5OWZhNzU3OTc3NjE1OWMwY2Y1MWRhY2Y0YWQ1MWNlYzU4OnA6RjpU)
whirelandplc
(https://protect.checkpoint.com/v2/r06/___http:/www.whirelandplc.com___.ZXV3MjpuZXh0MTU6YzpvOmZhZWM0ZmYzYjIzYmVjOGU4ZmQ5Yzc3MzUxOTgyYzBkOjc6N2Q3MjozZjE0MTkzNzRlZThlNDVjZWE1YWIxNWQ4MGNhNjI5OWZhNzU3OTc3NjE1OWMwY2Y1MWRhY2Y0YWQ1MWNlYzU4OnA6RjpU)
.com
(https://protect.checkpoint.com/v2/r06/___http:/www.whirelandplc.com___.ZXV3MjpuZXh0MTU6YzpvOmZhZWM0ZmYzYjIzYmVjOGU4ZmQ5Yzc3MzUxOTgyYzBkOjc6N2Q3MjozZjE0MTkzNzRlZThlNDVjZWE1YWIxNWQ4MGNhNjI5OWZhNzU3OTc3NjE1OWMwY2Y1MWRhY2Y0YWQ1MWNlYzU4OnA6RjpU)
no later than 12 noon (London time) on 13 November 2025.

For the avoidance of doubt, the contents of the websites referred to above is
not incorporated into and does not form part of this announcement.

Rule 2.9 information

Pursuant to Rule 2.9 of the Code, WH Ireland confirms that there are
235,986,209 ordinary shares of 1p each in issue with International Securities
Identification Number GB0009241885. No shares are held in treasury.

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