The boards of TEAM Plc (LON:TEAM) and WH Ireland are pleased to announce that they have reached agreement on the terms and conditions of a recommended acquisition of WH Ireland by Team to create a diversified, well-governed wealth and asset-management group with regulated operations in Jersey, the UK and selected international markets. Headquartered in Jersey, the Enlarged Group will serve private, intermediary, and institutional clients through discretionary investment management, financial planning and advisory services.
● The Enlarged Group will benefit from broader client reach, complementary regulatory permissions, and greater operational efficiency, providing a stable, independent alternative to larger consolidators in the UK and international wealth management sector.
● Under the terms of the Acquisition, each WH Ireland Shareholder will be entitled to receive:
for each WH Ireland Share : 0.195 New Team Shares
● Upon completion of the Acquisition, WH Ireland Shareholders will hold approximately 43.5 per cent. and Team Shareholders will hold approximately 56.5 per cent. of the Enlarged Share Capital.
● Based on the Exchange Ratio and the Closing Price of 27.5 pence per Team Share on the Latest Practicable Date, the Acquisition values each WH Ireland Share at approximately 5.4 pence, and WH Ireland’s entire issued share capital at approximately £12.7 million.
● Based on the Exchange Ratio and the Closing Price of 27.5 pence per Team Share on the Latest Practicable Date, the Acquisition price represents a premium of approximately:
o 257.5 per cent. to the undisturbed Closing Price of 1.5 pence per WH Ireland Share on 12 November 2025 (being the day of the commencement of the Offer Period);
o 406.6 per cent. to the volume-weighted average price of approximately 1.1 pence per WH Ireland Share for the 60-day trading period ended 12 November 2025 (being the day of the commencement of the Offer Period); and
o 405.9 per cent. to the volume-weighted average price of approximately 1.1 pence per WH Ireland Share for the 90-day trading period ended 12 November 2025 (being the day of the commencement of the Offer Period).
● Team’s market capitalisation as at the Latest Practicable Date was approximately £17.1 million. Consequently, the Enlarged Group would have a market capitalisation of approximately £30.3 million if the Acquisition had been completed as at the Latest Practicable Date.
● The Acquisition is to be implemented by means of a Court-sanctioned scheme of arrangement pursuant to Part 26 of the Act.
● Team has received an irrevocable undertaking from each of Phillip Wale and John Cusins (as the WH Ireland Directors who hold WH Ireland Shares) to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the WH Ireland General Meeting in respect of their beneficial interests in WH Ireland Shares and, in respect of Phillip Wale only, any beneficial interests he may acquire following the exercise of his options under the WH Ireland Share Schemes or otherwise amounting to, in aggregate, 4,104,600 WH Ireland Shares and representing, in aggregate, approximately 1.74 per cent. of the entire existing issued share capital of WH Ireland as at the Latest Practicable Date.
● The Acquisition is further supported by WH Ireland Shareholders who have irrevocably undertaken to vote, or procure the vote, in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the WH Ireland General Meeting, in connection with the implementation of the Acquisition, in respect of, in aggregate, 140,109,552 WH Ireland Shares, representing approximately 59.37 per cent. of the entire issued share capital of WH Ireland as at the Latest Practicable Date.
● The Acquisition is, therefore, supported by WH Ireland Shareholders (under irrevocable undertakings) interested, in aggregate, in 144,214,152 WH Ireland Shares, representing approximately 61.11 per cent. of the entire issued share capital of WH Ireland as at the Latest Practicable Date.
● The successful implementation of the Acquisition also requires the passing of a vote by Team Shareholders. The Team Directors who are interested in Team Shares have also given irrevocable undertakings to vote, or procure the vote, in favour of the Team Resolution to be proposed at the TEAM EGM in respect of, in aggregate, 5,046,584 Team Shares, representing approximately 8.12 per cent. of the entire issued share capital of Team as at the Latest Practicable Date.
● The Acquisition is further supported by Team Shareholders (other than the Team Directors referenced above) who have irrevocably undertaken to vote, or procure the vote, in favour of the Team Resolution to be proposed at the Team EGM in respect of, in aggregate, 18,278,059 Team Shares, representing approximately 29.41 per cent. of the entire issued share capital of Team as at the Latest Practicable Date.
● In aggregate, therefore, Team Shareholders interested in 23,324,643 Team Shares, representing approximately 37.54 per cent. of the entire issued share capital of Team as at the Latest Practicable Date, have committed to vote (or procure the vote) in favour of the Team Resolution to be proposed at the Team EGM.
● Team reserves the right to increase the financial terms of the Acquisition if there is an announcement on or after the date of this Announcement of an offer or possible offer for WH Ireland by a third-party offeror or potential offeror.
Recommendations
Recommendation of the WH Ireland Directors
The WH Ireland Directors, who have been so advised by Shore Capital as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice, Shore Capital has taken into account the commercial assessments of the WH Ireland Directors. Shore Capital is providing independent advice to the WH Ireland Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the WH Ireland Directors intend unanimously to recommend that WH Ireland Shareholders vote (or procure the vote) in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the WH Ireland General Meeting, as each of the WH Ireland Shareholder Directors has irrevocably undertaken to do (or procure to be done) in respect of their own interests in WH Ireland Shares (and those of their connected persons) amounting to, in aggregate, 4,104,600 WH Ireland Shares, representing, in aggregate, approximately 1.74 per cent. of the entire issued share capital of WH Ireland as at the Latest Practicable Date.
Recommendation of the Team Directors
The Team Directors consider the Acquisition to be in the best interests of Team and the Team Shareholders as a whole and intend unanimously to 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 entire issued share capital of Team as at the Latest Practicable Date.
Timetable and Conditions
It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement pursuant to Part 26 of the Act (although the right to elect, with the consent of the Panel and subject to the terms of the Co-operation Agreement, to implement the Acquisition by way of an Offer is reserved).
It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the WH Ireland General Meeting, together with the associated Forms of Proxy, will be posted, or otherwise made available, to WH Ireland Shareholders within 28 days of the date of this Announcement (or such later date as Team, WH Ireland and the Panel may agree).
It is expected that the Team Circular will be posted, or otherwise made available, to Team Shareholders at a similar time as the Scheme Document is posted, or otherwise made available, to WH Ireland Shareholders, with the Team EGM intended to be held before the WH Ireland General Meeting and Court Meeting.
To become Effective, the Scheme will also need, amongst other things, to be sanctioned by the Court and, following such sanction, a copy of the Scheme Court Order will need be delivered to the Registrar of Companies for registration. The Scheme will become Effective upon such delivery.
The Acquisition is currently expected to become Effective during the first quarter of 2026, subject to the satisfaction (or, where applicable, waiver) of the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and Conditions which will be set out in the Scheme Document. Further, an expected timetable of key events relating to the Acquisition will be set out in the Scheme Document.
Commenting on the Acquisition, Mark Clubb, Executive Chair of Team, said:
“This transaction isn’t about handing over control – it’s about elevating it. We are inviting WH Ireland’s shareholders to join us not as sellers, but as strategic partners in a stronger, scalable platform. Together, we preserve what has been built, unlock liquidity, and create a future with scale, influence, and real growth. This is about moving from defence to opportunity – and winning as owners.“
Commenting on the Acquisition, Simon Moore, Chair of WH Ireland, said:
“We are pleased to have agreed the transaction with Team, which represents an attractive opportunity for our shareholders to participate in a complementary, stronger, and scalable platform. We believe that the all-share proposal represents a better outcome for shareholders and clients than an outright sale of the wealth management division, as had been previously envisaged, and as now evidenced by the strong level of support announced today.“
This summary should be read in conjunction with, and is subject to, the full text of the following Announcement, including the Appendices to it. The Acquisition will be subject to the Conditions and the further terms set out in Appendix I to this Announcement and to the full terms and Conditions which will be set out in the Scheme Document. Appendix II to this Announcement contains the bases and sources of certain information used in this summary and in the following Announcement. Appendix III to this Announcement contains a summary of the irrevocable undertakings received by Team in connection with the Acquisition and Appendix IV contains definitions of certain terms used in this summary and the following Announcement.
Advisers
H&P Advisory Limited is acting as financial adviser to Team in respect of the Acquisition. Osborne Clarke LLP is acting as legal adviser to Team in respect of the Acquisition.
Shore Capital is acting as financial adviser to WH Ireland in respect of the Acquisition. Squire Patton Boggs (UK) LLP is acting as legal adviser to WH Ireland in respect of the Acquisition.
