REG - Inspecs Group PLC - Form 8 (Opening Position Disclosure)

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RNS Number : 1739K  Inspecs Group PLC  04 December 2025

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

Amendment - this form replaces RNS number 1959G published at 07:00:09 on 5
November 2025, changes made to section 3a.

 

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     Inspecs Group plc
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  Inspecs Group plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         3 November 2025

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:                                          Ordinary shares of 1 pence each

                                                                      Interests           Short positions

                                                                      Number    %         Number    %
 (1) Relevant securities owned and/or controlled:                     Nil       Nil       Nil       Nil
 (2) Cash-settled derivatives:                                        Nil       Nil       Nil       Nil

 (3) Stock-settled derivatives (including options) and agreements to  Nil       Nil       Nil       Nil
 purchase/sell:
                                                                      Nil       Nil       Nil       Nil

      TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   None
 Details, including nature of the rights concerned and relevant percentages:  None

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:

 (a)  Interests held by the directors of Inspecs Group plc, including their
 close relatives and related trusts:

Name                 No. of ordinary shares of 1 pence each  % of interest held
 Directors
 Robin Totterman      19,024,262                              18.71
 Richard Peck         9,523                                   0.00
 Christopher Hancock  23,448                                  0.00
 Angela Farrugia      31,904                                  0.00

 

 (b)  Interests held as options or awards under the share plans of Inspecs
 Group plc by the directors of Inspecs Group plc and their close relatives and
 related trusts

Share scheme  Date of grant  Vesting date(s)  Expiration date  Exercise price per share (£)   No. of ordinary shares subject to award
 Robin Totterman
 LTIP          22/12/2020     22/12/2023       22/12/2030       2.10                           150,000
 Richard Peck
 LTIP          22/12/2020     22/12/2023       22/12/2030       2.10                           50,000
 Robin Totterman
 LTIP          23/12/2021     23/12/2024       23/12/2031       3.70                           50,000
 Richard Peck
 LTIP          04/06/2025     01/05/2026       01/05/2031       0.01                           250,000
 Richard Peck
 LTIP          04/06/2025     01/05/2027       01/05/2032       0.01                           150,000
 Total:                                                                                        650,000

 

 

(b)  Interests held as options or awards under the share plans of Inspecs
Group plc by the directors of Inspecs Group plc and their close relatives and
related trusts

 

 Share scheme  Date of grant  Vesting date(s)  Expiration date  Exercise price per share (£)   No. of ordinary shares subject to award
 Robin Totterman
 LTIP          22/12/2020     22/12/2023       22/12/2030       2.10                           150,000
 Richard Peck
 LTIP          22/12/2020     22/12/2023       22/12/2030       2.10                           50,000
 Robin Totterman
 LTIP          23/12/2021     23/12/2024       23/12/2031       3.70                           50,000
 Richard Peck
 LTIP          04/06/2025     01/05/2026       01/05/2031       0.01                           250,000
 Richard Peck
 LTIP          04/06/2025     01/05/2027       01/05/2032       0.01                           150,000
 Total:                                                                                        650,000

 

 

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 None.

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"

 None.

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  NO
 Supplemental Form 8 (SBL)             NO

 

 

 Date of disclosure:  3 December 2025
 Contact name:        Elliott Smith, Company Secretary
 Telephone number:    +44 (0)1225 717000

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

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