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Court Sanction of Scheme of Arrangement

In brief · summary, not quotable

Team PLC has announced that the High Court has sanctioned the scheme of arrangement for its recommended acquisition of W.H. Ireland Group PLC. The acquisition is expected to become effective on March 24, 2026, with the last day of dealings in WH Ireland shares being March 23, 2026. Trading in WH Ireland shares on AIM is expected to be suspended on March 24, 2026, and admission to trading is expected to be cancelled on March 25, 2026.

Full announcement

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Further to the announcement on 6 March 2026 confirming that the FCA Condition had been satisfied, the boards of directors of WH Ireland and Team are pleased to announce that the High Court of Justice in England and Wales has today made an order sanctioning the Scheme under section 899 of the Companies Act 2006 (the "Court Order"), and that the remaining general Conditions set out in Part III of the Scheme Document have been confirmed as satisfied or waived by Team.

Full details of the Acquisition are set out in the 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.

The Scheme remains conditional on the delivery to the Registrar of Companies of the Court Order made at the Sanction Hearing to sanction the Scheme. The Scheme is expected to become effective on 24 March 2026 (the "Effective Date") and a further announcement will be made at that time.

Next steps and timetable

There have been no changes to the expected timetable of principal events set out in the WH Ireland and Team announcements on 6 March 2026. The last day of dealings in, and for registration of transfers of WH Ireland Shares will be 23 March 2026. The Scheme Record Time is expected to be 6.00 p.m. on 23 March 2026, at which time CREST will be disabled in respect of WH Ireland Shares. Trading in WH Ireland Shares on AIM is expected to be suspended with effect from 7.30 a.m. on 24 March 2026.

It is expected that, subject to the Scheme becoming effective, the admission to trading of WH Ireland Shares on AIM will be cancelled and WH Ireland Shares will cease to be admitted to trading on AIM at 7.00 a.m. on 25 March 2026.

On the Effective Date, share certificates in respect of WH Ireland Shares will cease to be valid and entitlements to WH Ireland Shares held within the CREST system will be cancelled.

Publication on websites

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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