Scheme Becomes Effective

W.H. Ireland Group PLC

24 March 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

24 March 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

SCHEME BECOMES EFFECTIVE

SUSPENSION OF TRADING

Further to the announcement on 20 March 2026 confirming that the Court had sanctioned the Scheme, the boards of WH Ireland and Team are pleased to announce that the Court Order (together with a copy of the Scheme and any documents required to be annexed thereto) has been delivered to the Registrar of Companies today and accordingly the Scheme has now become Effective in accordance with its terms and WH Ireland is now a wholly owned subsidiary of Team.

Full details of the Acquisition are set out in the Company's scheme document which was published and made available to WH Ireland Shareholders on 10 December 2025 (the "Scheme Document"). Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Scheme Document.

As previously advised, trading in WH Ireland Shares on AIM was suspended with effect from 7.30 a.m. today. An application has been made to the London Stock Exchange in relation to the cancellation of the admission to trading of WH Ireland Shares on AIM, which is expected to take place at 7.00 a.m. on 25 March 2026. As a result of the Scheme having become effective, share certificates in respect of WH Ireland Shares will cease to be valid documents of title and entitlements to WH Ireland Shares held in uncertificated form in CREST are being cancelled.

Under the terms of the Scheme, a Scheme Shareholder on the register of members of WH Ireland at the Scheme Record Time, being 6.00 p.m. on 23 March 2026, will be entitled to receive 0.195 New Team Shares for each Scheme Share held.

Settlement

Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by the crediting of CREST accounts (for WH Ireland Shareholders holding Scheme Shares in uncertificated form) or the issue of certificates in respect of the New Team Shares, as soon as practicable, but in any event by no later than 14 days after the Effective Date (being 7 April 2026).

Resignation of Directors

John Cusins has resigned as a non-executive director of WH Ireland and each of Phillip Wale and Simon Jackson have resigned as directors and ceased to hold any office with WH Ireland or any of its subsidiaries. All such resignations being effective from the effective date of the Scheme.

End of Offer Period

The Company is no longer in an "Offer Period" as defined in the Takeover Code and accordingly the dealing disclosure requirements of the Takeover Code no longer apply.

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 / Harry Marshall	+ 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 Finance Officer)	+ 44 (0) 20 7220 1666
Shore Capital (Financial Adviser and Rule 3 Adviser to WH Ireland) 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

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.

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.

 

END