By Sharecast
Date: Tuesday 30 Dec 2025
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATION OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
30 December 2025
Team Plc.
("Team" or the "Company")
Recommended Acquisition of W.H. Ireland Group plc ("WH Ireland")
Disclosure under Rule 2.10(c) of the Takeover Code
Change to an Irrevocable Undertaking
On 10 December 2025, the boards of Team and WH Ireland announced the publication of the Scheme Document relating to the all-share acquisition of WH Ireland by Team.
As set out in section 7.2 of Part VI of the Scheme Document, TFG Asset Management ("TFG") entered into an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting and the WH Ireland Resolution at the General Meeting in respect of a total of 81,109,418 ordinary shares in WH Ireland, representing approximately 34.27 per cent. of the issued share capital of WH Ireland as at the Latest Practicable Date.
TFG has informed Team that on 24 December 2025 it disposed of 2,000,000 ordinary shares in WH Ireland and entered Contracts for Difference ("CFDs") in respect of the same number of underlying shares. TFG has informed Team that the disposed shares formed part of the shares subject to the TFG Irrevocable Undertaking.
As a result, TFG's shareholding in WH Ireland has been reduced to 79,109,418 ordinary shares, representing approximately 33.52 per cent. of the issued share capital of WH Ireland.
Unless otherwise defined, capitalised terms used in this announcement shall have the meanings given to them in the Scheme Document.
Enquiries:
Team plc | + 44 (0) 1534 877210 |
H&P Advisory Limited (financial adviser to Team) | + 44 (0) 20 7907 8500 |
Strand Hanson (nominated adviser to Team) | + 44 (0) 20 7409 3494 |
Novella Communications (financial PR to Team) | +44 (0) 20 3151 7008 |
W.H. Ireland Group plc | + 44 (0) 20 7220 1666 |
Shore Capital (Financial Adviser and Rule 3 Adviser to WH Ireland) | + 44 (0) 207 408 4090 |
Zeus Capital Limited (nominated adviser and broker to WH Ireland) | + 44 (0) 203 829 5000 |
MHP (WH Ireland's PR advisers) | + 44 (0) 7831 406117 |
Important notices
Financial advisers
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.
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 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 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, 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 and availability of hard copies
Pursuant to Rule 26.1 of the Takeover Code, a copy of this Announcement 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 and https://www.whirelandplc.com/investor-relations 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.
[ENDS]
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