REG - Inspecs Group PLC - Holding(s) in Company

InspecsAnnouncement

Tue 09:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260519:nRSS9051Ea&default-theme=true

RNS Number : 9051E  Inspecs Group PLC  19 May 2026

TR-1: Standard form for notification of major holdings

 

 NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the
 FCA in Microsoft Word format if possible) (i)

 1a. Identity of the issuer or the underlying issuer of existing shares to                                                                                    Inspecs Group Plc (CRN: 11963910)
 which voting rights are attached (ii):
 1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X"
 if appropriate)
 Non-UK issuer
 2. Reason for the notification (please mark the appropriate box or boxes with
 an "X")
 An acquisition or disposal of voting rights                                                                                                                                                                                                               X
 An acquisition or disposal of financial instruments
 An event changing the breakdown of voting rights
 Other (please specify) (iii):
 3. Details of person subject to the notification obligation (iv)
 Name                                                                                                                                                         Topco 1125 Limited (CRN: 16863454)
 City and country of registered office (if applicable)                                                                                                        London, England
 4. Full name of shareholder(s) (if different from 3.) (v)
 Name                                                                                                                                                         Bidco 1125 Limited (CRN: 16864196)
 City and country of registered office (if applicable)                                                                                                        London, England
 5. Date on which the threshold was crossed or reached (vi):                                                                                                  15/05/2026
 6. Date on which issuer notified (DD/MM/YYYY):                                                                                                               18/05/2026
 7. Total positions of person(s) subject to the notification obligation
                                                                            % of voting rights attached to shares (total of 8. A)  % of voting rights through financial instruments      Total of both in % (8.A + 8.B)  Total number of voting rights held in issuer (8.A + 8.B) (vii)

(total of 8.B 1 + 8.B 2)
 Resulting situation on the date on which threshold was crossed or reached  68.48                                                  0                                                     68.48                           69,620,565
 Position of previous notification (if

 applicable)

 

 8. Notified details of the resulting situation on the date on which the
 threshold was crossed or reached (viii)
 A: Voting rights attached to shares
 Class/type of                                  Number of voting rights (ix)                                              % of voting rights

shares

 ISIN code (if possible)
                                                Direct                    Indirect                                        Direct                                           Indirect

                                                (DTR5.1)                   (DTR5.2.1)                                     (DTR5.1)                                         (DTR5.2.1)
 GB00BK6JPP03                                   69,620,565                0                                               68.48                                            0

 SUBTOTAL 8. A                                  69,620,565                                                                68.48

 B 1: Financial Instruments according to DTR5.3.1R (1) (a)
 Type of financial instrument                   Expiration  Exercise/                             Number of voting rights that may be acquired if the instrument is        % of voting rights

date (x)
Conversion Period (xi)

                                                                                                  exercised/converted.

                                                            SUBTOTAL 8. B 1                       N/A                                                                      N/A

 B 2: Financial Instruments with similar economic effect according to DTR5.3.1R
 (1) (b)
 Type of financial instrument  Expiration                   Exercise/                   Physical or cash                                          Number of voting rights  % of voting rights

date (x)
Conversion Period (xi)

                                                                                        Settlement (xii)

                                                                                        SUBTOTAL 8.B.2                                            N/A                      N/A

 

 9. Information in relation to the person subject to the notification
 obligation (please mark the

 applicable box with an "X")
 Person subject to the notification obligation is not controlled by any natural
 person or legal entity and does not control any other undertaking(s) holding
 directly or indirectly an interest in the (underlying) issuer (xiii)
 Full chain of controlled undertakings through which the voting rights and/or                                                                                                                                                     X
 the

financial instruments are effectively held starting with the ultimate
 controlling natural person or legal entity (please add additional rows as
 necessary) (xiv)
 Name (xv)                           % of voting rights if it equals or is higher than the notifiable threshold  % of voting rights through financial instruments if it equals or is higher  Total of both if it equals or is higher than the notifiable threshold
                                                                                                                 than the notifiable threshold
 Topco 1125 Limited                  0                                                                           0                                                                           0

 (CRN: 16863454)
 Midco 1125 Limited (CRN: 16863706)  0                                                                           0                                                                           0
 Bidco 1125 Limited (CRN: 16864196)  68.48                                                                       0                                                                           68.48

 10. In case of proxy voting, please identify:
 Name of the proxy holder                                                                                        N/A
 The number and % of voting rights held                                                                          N/A
 The date until which the voting rights will be held                                                             N/A

 11. Additional information (xvi)
 Bidco 1125 Limited was incorporated for the purpose of carrying out the
 Acquisition (as defined below). The entire issued share capital of Bidco is
 owned by Midco 1125 Limited, whose entire issued share capital is owned by
 Topco 1125 Limited (Topco). Luke Johnson and Ian Livingstone each initially
 held 50 per cent. of the issued share capital of Topco.

 On 10 December 2025, the Issuer and Bidco announced agreement on the terms of
 a recommended cash acquisition by Bidco of the entire issued and to be issued
 share capital of the Issuer (Acquisition) with an unlisted securities
 alternative (Alternative Offer). On 20 February 2026, Bidco announced the
 switch to implement the Acquisition by way of a takeover offer (Offer). The
 offer document was published on 23 February 2026.

 Following the closure of the Offer on 15 May 2026, Bidco now holds 69,620,565
 shares of the Issuer, representing approximately 68.48 per cent. of the voting
 rights in the Issuer. Following the implementation of the Alternative Offer,
 as of 18 May 2026, Luke Johnson and Ian Livingstone each hold 35.52 per cent.
 of the issued share capital of Topco and the remainder of the issued share
 capital of Topco is held by shareholders of the Issuer who accepted the
 Alternative Offer.

 

 Place of completion  London, England
 Date of completion   18 May 2026

 

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  HOLGPUWGAUPQURB



            Copyright 2019 Regulatory News Service, all rights reserved