REG - Inspecs Group PLC - Extension of PUSU Deadline

InspecsAnnouncement

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RNS Number : 3836I  Inspecs Group PLC  20 November 2025

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 OF SUCH JURISDICTION

 

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE"). THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT
OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN
BE NO CERTAINTY THAT AN OFFER WILL BE MADE

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

 

20 November 2025

 

Inspecs Group PLC ("Inspecs", or the "Company")

 

Extension of PUSU Deadline

 

 

On 23 October 2025, the Board of Inspecs (the "Board") confirmed that it had
received two separate, unsolicited proposals from H2 Equity Partners ("H2"),
and Risk Capital Partners and Ian Livingstone (together, the "Consortium"),
each setting out non-binding possible cash offers alongside the possibility of
an alternative offer including unlisted securities to acquire the entire
issued and to be issued share capital of Inspecs. Discussions with H2 have
been ongoing since June 2025 and with the Consortium since August 2025.

 

In order to facilitate ongoing discussions with each of H2 and the Consortium,
the Board has requested, and the Panel on Takeovers and Mergers (the "Takeover
Panel") has consented to, an extension of the current deadline of 5.00 pm
(London time) on 20 November 2025, by which time each of H2 and the Consortium
was required to either announce a firm intention to make an offer for Inspecs
in accordance with Rule 2.7 of the Code or announce that it does not intend to
make an offer for Inspecs, in which case the announcement would be treated as
a statement to which Rule 2.8 of the Code applies (the "PUSU Deadline").

 

The Company also announced on 23 October 2025 that it had received a proposal
from Safilo Group S.p.A ("Safilo") to acquire the Eschenbach Group and BoDe
businesses of Inspecs. Following the announcement, the Company received two
non-binding possible cash offers from Safilo to acquire the entire issued and
to be issued share capital of Inspecs. The Board rejected these proposals on
the basis that they were lower than those received from H2 and the Consortium,
and because they fundamentally undervalued the Company. Notwithstanding this
rejection and in line with its obligations under the Code, the Company
continues to provide Safilo with access to the information that has been made
available to H2 and the Consortium.

 

In accordance with Rule 2.6(c) of the Code, each of H2, the Consortium and
Safilo is now required by no later than 5.00 pm (London time) on 18 December
2025, to either announce a firm intention to make an offer for Inspecs in
accordance with Rule 2.7 of the Code or announce that it does not intend to
make an offer for Inspecs, in which case the announcement would be treated as
a statement to which Rule 2.8 of the Code applies. The revised deadline may
only be extended further at the request of the Board and with the consent of
the Takeover Panel.

 

As at the date of this announcement, the highest proposal received by the
Board from any of the parties named in this announcement comprises a cash
offer of 84 pence per share from H2, with an unlisted share alternative (the
"H2 Proposal").

 

This announcement is being made by Inspecs with the consent of H2. There can
be no certainty that an offer will be made.

 

H2 reserves the right to make an offer for Inspecs on less favourable terms
than those set out in this announcement: (i) with the agreement or
recommendation of the Board; (ii) if a third party announces a possible offer
or a firm intention to make an offer for Inspecs which, at that date, is of a
value less than the value implied by the H2 Proposal; or (iii) following the
announcement by Inspecs of a Rule 9 waiver transaction pursuant to the Code.
H2 reserves the right to introduce other forms of consideration and/or vary
the mix or composition of consideration of any offer. H2 reserves the right to
reduce the terms of the H2 Proposal to take account of the value of any
dividend or other distribution which is announced, declared, made or paid by
Inspecs after the date of this announcement.

 

 

Enquiries:

 

 Inspecs Group plc                       Via FTI Consulting

 Peel Hunt LLP (Financial Adviser, NOMAD and Broker)         +44 (0) 20 7418 8900
 George Sellar
 Michael Nicholson
 Andrew Clark

 FTI Consulting (Financial PR)                               +44 (0) 20 3727 1000
 Alex Beagley
 Harriet Jackson
 Amy Goldup

 

 

Important information

 

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively as financial adviser and corporate
broker to Inspecs and for no one else in connection with the matters referred
to in this announcement and will not be responsible to any person other than
Inspecs for providing the protections afforded to clients of Peel Hunt, nor
for providing advice in relation to the matters referred to herein. Neither
Peel Hunt nor any of its 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 Peel
Hunt in connection with the matters referred to in this announcement, or
otherwise.

 

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) No 596/2014 (as it forms part of UK domestic
law by virtue of the European Union (Withdrawal) Act 2018). Upon publication
of this announcement, this inside information will be considered to be in the
public domain. The person responsible for arranging the release of this
announcement on behalf of the Company is Elliott Smith, General Counsel &
Company Secretary.

 

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, whether pursuant to
this announcement or otherwise. Any offer, if made, will be made solely by
certain offer documentation, which will contain the full terms and conditions
of any offer, including details of how it may be accepted.

 

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom and the availability of any offer to
shareholders of Inspecs who are not resident in the United Kingdom may be
affected by the laws of relevant jurisdictions. Therefore any persons who are
subject to the laws of any jurisdiction other than the United Kingdom or
shareholders of Inspecs who are not resident in the United Kingdom will need
to inform themselves about, and observe, any applicable requirements. Any
failure to comply with such requirements may constitute a violation of the
securities law of any such jurisdiction.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in
respect of whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on the Takeover
Panel's website at www.thetakeoverpanel.org.uk, including details of the
number of relevant securities in issue, when the offer period commenced and
when any offeror was first identified. You should contact the Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether
you are required to make an Opening Position Disclosure or a Dealing
Disclosure.

 

Rule 26.1 disclosure

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) at www.Inspecs.com/investor-relations by no later
than 12 noon (London time) on the business day following the date of this
announcement. The content of the website referred to in this announcement is
not incorporated into and does not form part of this announcement.

 

Rule 2.9 information

 

In accordance with Rule 2.9 of the Code, the Company confirms that as at the
close of business on 22 October 2025 its issued share capital consisted of
101,671,525 ordinary shares of 1 pence each.

 

The Ordinary Shares are voting shares (each such Ordinary Share carries one
vote per Ordinary Share) and are admitted to trading on the main market of the
London Stock Exchange under the International Securities Identification Number
GB00BK6JPP03.

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