Result of Meeting

Team PLC

29 December 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

29 December 2025

Team Plc

("Team" or the "Company")

Recommended Acquisition of W.H. Ireland Group plc ("WH Ireland")

Results of Extraordinary General Meeting ("Team EGM")

On 27 November 2025, the Boards of Team and WH Ireland announced that they had reached agreement on the terms of a recommended all-share acquisition pursuant to which Team will acquire the entire issued and to be issued ordinary share capital of WH Ireland (the "Acquisition"), intended to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme"). On 10 December 2025, WH Ireland announced that the Scheme Document had been published.

In relation to the Scheme, Team refers to the Company's announcement dated 10 December 2025, convening the Team EGM to seek the approval of Team Shareholders for the requisite authorities and powers to issue and allot such New Team Shares in connection with the Acquisition. Team confirms that the Team EGM took place today at 3:00pm at Team's offices at 2^nd Floor, Conway House, 7 Conway Street, St Helier JE2 3NT.

Satisfaction of Team Shareholder Approval Condition

Team subsequently confirms that the Resolution was passed by the requisite majority of Team Shareholders. Accordingly, condition 3(a) (as set out in Part A of Part III (Conditions to and Certain Further Terms of the Scheme and Acquisition) of the Scheme Document) (the "Team Shareholder Approval Condition") has been satisfied.

The Scheme remains subject to the satisfaction or, if appropriate, waiver of the remaining Conditions and further terms set out in the Scheme Document, including, amongst other things, the receipt of FCA approval of the acquisition of control in respect of WH Ireland, the Scheme being approved by Scheme Shareholders at the Court Meeting, and the Special Resolution being duly passed by WH Ireland Shareholders at the WH Ireland General Meeting. The Court Meeting and WH Ireland General Meeting are due to be held on 8 January 2026.

The results of the votes at the Court Meeting and WH Ireland General Meeting will be announced by Team via a Regulatory Information Service as soon as practicable after the Court Meeting and WH Ireland General Meeting.

Capitalised terms in this announcement shall have, unless the context otherwise requires, the meaning given to them in Scheme Document. All references to times in this announcement are to London time unless stated otherwise.

Enquiries:

Team plc Mark Clubb	+ 44 (0) 1534 877210
H&P Advisory Limited (financial adviser to Team) Neil Passmore / Vladimir Volodko	+ 44 (0) 20 7907 8500
Strand Hanson (nominated adviser to Team) Richard Johnson / James Spinney / David Asquith	+ 44 (0) 20 7409 3494
Novella Communications (financial PR to Team) Tim Robertson / Safia Colebrook	[phone] [e-mail]
W.H. Ireland Group plc Phillip Wale (Chief Executive Officer) Simon Jackson (Chief Financial Officer)	+ 44 (0) 20 7220 1666
Shore Capital (Financial Adviser and Rule 3 Adviser to WH Ireland) Guy Wiehahn / David Coaten / Oliver Jackson / Ansh Batura	+ 44 (0) 207 408 4090
Zeus Capital Limited (nominated adviser and broker to WH Ireland) Katy Mitchell / Harry Ansell / James Bavister	+ 44 (0) 203 829 5000
MHP (WH Ireland's PR advisers) Reg Hoare	+ 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 [phone] 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.

[ENDS]

 

END