# TEAM plc agrees recommended all share acquisition of WH Ireland

- Link: https://www.directorstalkinterviews.com/team-plc-agrees-recommended-all-share-acquisition-of-wh-ireland/4121227739
- Published: 2025-11-27T08:16:00+00:00
- Author: Amilia Stone

The boards of **[TEAM Plc](https://www.directorstalkinterviews.com/company/team-plc/team.l)**(
[LON:TEAM](https://www.directorstalkinterviews.com/company/team-plc/team.l)) 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.

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