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
10 December 2025
Team Plc.
("Team" or the "Company")
Posting of Team Circular and notice of Team EGM
On 27 November 2025, the boards of Team Plc and W.H. Ireland Group Plc ("WH Ireland") 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").
Under the terms of the Acquisition, WH Ireland Shareholders will be entitled to receive 0.195 New Team Shares in exchange for each WH Ireland Share. The Team Board is required to seek the approval of Team Shareholders for the requisite authorities and powers to issue and allot such New Team Shares at the Team EGM.
Accordingly, the Company is convening the Team EGM to be held at 3.00 p.m. on 29 December 2025, at Team's offices at 2nd Floor, Conway House, 7 Conway Street, St. Helier JE2 3NT. An explanatory circular and notice of the Team EGM (the "Team Circular") is being posted and made available today to Team Shareholders. Copies of the Team Circular are also being published and made available today on WH Ireland's website at www.whirelandplc.com/investor-relations and on Team's website at www.teamplc.co.uk/investor-relations.
The Team Directors consider the Acquisition to be in the best interests of Team and the Team Shareholders as a whole and unanimously recommend that Team Shareholders vote (or procure the vote) in favour of the Team Resolution to be proposed at the Team EGM, as each of the Team Directors has irrevocably undertaken to do (or procure to be done) in respect of their own interests in Team Shares (and those of their connected persons) amounting to, in aggregate, 5,046,584 Team Shares, representing approximately 8.12 per cent. of the issued share capital of Team as at the Latest Practicable Date.
Capitalised terms in this announcement shall have, unless the context otherwise requires, the meaning given to them in Team's announcement of 27 November 2025. All references to times in this announcement are to London time unless stated otherwise. Further key dates relating to the Acquisition will be set out in the Team Circular.
Enquiries:
| Team Plc. | [Communications via Novella] |
| Mark Clubb | |
| | |
| H&P Advisory Limited - Financial Advisor to Team | + 44 (0) 20 7907 8500 |
| Neil Passmore | |
|
| |
| Strand Hanson - Nominated Advisor and Broker to Team | + 44 (0) 20 7409 3494 |
| Richard Johnson / David Asquith | |
|
| |
| Novella Communication - Financial PR | +44 (0) 20 3151 7008 |
| Tim Robertson / Safia Colebrook | |
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.
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 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 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.
Copies of this Announcement and all future documents, announcements and information required to be sent to persons in relation to the Acquisition may be requested to be received by such persons in hard copy form by writing to Computershare Investor Services (Jersey) Limited (the "Registrars"), 13 Castle Street, St. Helier, Jersey JE1 1ES or by calling the Registrars on telephone number 0370 707 40 40 (from within the UK) or +44 (0) 370 40 40 (from outside the UK) between 9.00 a.m. and 5.00 p.m., Monday to Friday (excluding public holidays).
ENDS
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