**Summary**
W.H. Ireland Group PLC (WH Ireland) has announced a recommended acquisition by Team PLC (Team), to be implemented through a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. The acquisition involves the entire issued and to-be-issued ordinary share capital of WH Ireland. Key details include
1. **Scheme Document Publication**A circular detailing the scheme, including terms, conditions, and shareholder actions, has been published and is available on both companies websites. Shareholders will receive hard copies of relevant documents.
2. **Trading Update**WH Ireland reported a decline in revenue and assets under management (AUM) for the six months to 30 September 2025, attributed to client transitions and operational challenges. The company remains loss-making.
3. **Shareholder Actions**Shareholders must approve the scheme at a Court Meeting and a General Meeting. The Court Meeting requires a simple majority in number and 75% in value of shares present and voting. The General Meeting requires 75% approval for the special resolution.
4. **Recommendation**WH Ireland Directors, advised by Shore Capital, recommend shareholders vote in favor of the scheme, citing it as fair and reasonable.
5. **Timetable**Key dates include Teams EGM on 29 December 2025, Court and General Meetings on 8 January 2026, and an expected scheme sanction hearing by the end of Q1 2026.
6. **Regulatory and Legal Notices**The announcement includes important notices regarding overseas shareholders, U.S. holders, and compliance with various regulatory requirements.
7. **Forward-Looking Statements**The announcement cautions that forward-looking statements involve risks and uncertainties, and actual results may differ materially.
This acquisition aims to address WH Irelands financial challenges and provide a strategic solution for its shareholders.