REG - Inspecs Group PLC - Intended publication date of Scheme Document

InspecsAnnouncement

24/12/2025 07:00

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RNS Number : 7284M  Inspecs Group PLC  24 December 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

24 December 2025

RECOMMENDED CASH ACQUISITION

of

INSPECS GROUP PLC

by

BIDCO 1125 LIMITED

(a newly incorporated company established by Luke Johnson and Ian Livingstone
(the "Consortium"))

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

 

Intended publication date of Scheme Document

On 10 December 2025, the boards of directors of Inspecs Group plc ("Inspecs"
or the "Company") and Bidco 1125 Limited ("Bidco"), a newly formed company
established by the Consortium, announced (the "Rule 2.7 Announcement") that
they had reached agreement on the terms of a recommended cash acquisition by
Bidco of the entire issued and to be issued share capital of the Company (the
"Acquisition"). It is intended that the Acquisition will be effected by means
of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act
2006 (the "Scheme"), although Bidco reserves the right to elect to implement
the Acquisition by way of a Takeover Offer (subject to the consent of the
Panel).

Inspecs announces that, subject to Court approval, it intends to publish and
send to shareholders and persons with information rights a circular relating
to the Scheme (the "Scheme Document") on 15 January 2026. The date on which
the Scheme Document is proposed to be sent is more than 28 days after the date
of the Rule 2.7 Announcement.

Bidco and the Panel have consented to the Scheme Document being sent more than
28 days after the date of the Rule 2.7 Announcement.

Capitalised words and expressions not otherwise defined in this announcement
shall have the meaning given in the Rule 2.7 Announcement.

Enquiries

 Inspecs Group plc
 c/o FTI Consulting
 FTI Consulting                                                                 +44(0)20 3727 1000

(Financial PR to Inspecs)
 Alex Beagley
 Harriet Jackson
 Amy Goldup
 Harleena Chana
 Peel Hunt                                                                      +44 (0)20 7418 8900

(Financial Adviser, Rule 3 Adviser, Nominated Adviser and Broker to Inspecs)
 George Sellar
 Michael Nicholson
 Andrew Clark
 Bidco 1125 Limited
 c/o Cavendish
 Cavendish                                                                      +44 (0)20 7220 0500

(Financial adviser to Bidco and the Consortium)
 Henrik Persson
 Matt Goode
 Fergus Sullivan
 Finn Gordon

Fladgate LLP is providing legal advice to Bidco and the Consortium and
Macfarlanes LLP is providing legal advice to Inspecs.

Disclaimers

Cavendish Capital Markets Limited (Cavendish), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
as financial adviser exclusively for the Bidco Group and no one else in
connection with the matters set out in this announcement and will not regard
any other person as their client in relation to such matters and will not be
responsible to anyone other than the Bidco Group for providing the protections
afforded to clients of Cavendish nor for providing advice in relation to the
contents of, or any matter referred to in, this announcement or any
transaction or arrangement referred to herein. Neither Cavendish nor any of
its subsidiaries or 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
Cavendish in connection with this announcement, any statement contained
herein, any transaction or arrangement referred to herein, or otherwise.

Peel Hunt LLP (Peel Hunt), which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting as financial adviser,
nominated adviser and broker exclusively for Inspecs and no one else in
connection with the matters set out in this announcement and will not regard
any other person as their client in relation to such matters and will not be
responsible to anyone other than Inspecs for providing the protections
afforded to clients of Peel Hunt nor for providing advice in relation to the
contents of, or any matter referred to in, this announcement or any
transaction or arrangement referred to herein. Neither Peel Hunt nor any of
its subsidiaries or 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 this announcement, any statement contained herein, any
transaction or arrangement referred to herein, or otherwise.

 

 

Further information

This announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer to sell or an invitation to
purchase any securities 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 pursuant to the
Acquisition or otherwise, nor shall there be any purchase, sale, issuance or
transfer of securities of Inspecs or such solicitation in any jurisdiction in
contravention of applicable law. The Acquisition will be implemented solely
pursuant to the terms of the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document), which will
contain the full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any vote in respect of the Scheme
(or the Takeover Offer, if applicable) or other response in relation to the
Acquisition should be made only on the basis of the information contained in
the Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document).

This announcement has been prepared for the purpose of complying with English
law and the Takeover Code and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been prepared in
accordance with the laws or jurisdictions outside the United Kingdom.

This announcement is an advertisement and does not constitute a prospectus,
prospectus equivalent document or exempted document.

Inspecs will prepare the Scheme Document (or, if applicable, Bidco will
prepare the Offer Document) to be distributed to Inspecs Shareholders at no
cost to them. Inspecs and Bidco urge Inspecs Shareholders to read the Scheme
Document (or, if applicable, the Offer Document) when it becomes available
because it will contain important information relating to the Acquisition. Any
decision to vote in respect of the resolutions to be proposed at the Court
Meeting and the General Meeting should be based on the information contained
in the Scheme Document.

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.

Overseas Shareholders

The release, publication or distribution of this announcement in or into
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than the UK
should inform themselves of, and observe, any applicable legal or regulatory
requirements. Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person. This announcement has been prepared in accordance
with and for the purpose of complying with English law, the Takeover Code, the
AIM Rules, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and information disclosed may not be the same as that which
would have been prepared in accordance with the laws of jurisdictions outside
England and Wales.

The availability of the Acquisition to Inspecs Shareholders who are not
resident in and citizens of the UK may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions. In
particular, the ability of persons who are not resident in the United Kingdom
to vote their Inspecs Shares with respect to the Scheme at the Court Meeting,
or to appoint another person as proxy to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdictions in which
they are located. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Acquisition disclaim any responsibility or liability for the violation
of such restrictions by any person. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into, from, or by the use of mails or
any means or instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or of any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction where to do so would violate the laws
in that jurisdiction and no person may vote in favour of the Scheme by any
such use, means, instrumentality, or from within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and may not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such documents
(including, without limitation, agents, custodians, nominees and trustees) may
not mail or otherwise forward, distribute or send the same in or into or from
any Restricted Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition. If the Acquisition is implemented by way
of a Takeover Offer (unless otherwise permitted by applicable law and
regulation), the Takeover Offer may not be made, directly or indirectly, in,
into, from, or by the use of mails or any means or instrumentality (including,
but not limited to, facsimile, e-mail or other electronic transmission, telex
or telephone) of interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of, any Restricted Jurisdiction
and the Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities.

The availability of the Alternative Offer pursuant to the Acquisition to
Inspecs Shareholders who are not resident in the United Kingdom or the ability
of those persons to hold such shares may be affected by the laws or regulatory
requirements of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements. Inspecs Shareholders
who are in any doubt about such matters should consult an appropriate
independent professional adviser in the relevant jurisdiction without delay.

Further details in relation to Overseas Shareholders will be contained in the
Scheme Document.

Forward-looking Statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Bidco and Inspecs contain statements which are, or
may be deemed to be, "forward-looking statements". Forward-looking statements
are prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of Bidco and Inspecs
about future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on Bidco and
Inspecs (including their future prospects, developments and strategies), the
expected timing and scope of the Acquisition and other statements other than
historical facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to", "budget",
"projects", "synergy", "strategy", "scheduled", "goal", "estimates",
"forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate",
or "believes", or variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should", "would", "might"
or "will" be taken, occur or be achieved. Forward-looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Bidco's,
any member of the Bidco Group's, Inspecs' or any member of the Inspecs Group's
operations and potential synergies resulting from the Acquisition; and (iii)
the effects of global economic conditions and governmental regulation on
Bidco's, Inspecs' or any member of the Bidco Group's or Inspecs Group's
business.

Although Bidco and Inspecs believe that the expectations reflected in such
forward-looking statements are reasonable, Bidco and Inspecs can give no
assurance that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements,
and no undue reliance should be placed on any such forward-looking statements.

These factors include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions on the proposed terms and
schedule; changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future exchange
and interest rates; changes in tax rates; future business combinations or
disposals; changes in general economic and business conditions; changes in the
behaviour of other market participants; changes in the anticipated benefits
from the proposed transaction not being realised as a result of changes in
general economic and market conditions in the countries in which Bidco, the
Bidco Group, Inspecs and the Inspecs Group operate, weak, volatile or illiquid
capital and/or credit markets, changes in tax rates, interest rate and
currency value fluctuations, the degree of competition in the geographic and
business areas in which Bidco and Inspecs operate and changes in laws or in
supervisory expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those expected,
estimated or projected in the forward-looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward-looking statements should
therefore be construed in the light of such factors. Neither Bidco nor
Inspecs, nor any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking
statements in this announcement will actually occur. You are cautioned not to
place any reliance on these forward-looking statements. The forward-looking
statements speak only at the date of this announcement. All subsequent oral or
written forward-looking statements attributable to Bidco or any member of the
Wider Bidco Group or the Wider Inspecs Group, or any of their respective
associates, directors, officers, employees or advisers, are expressly
qualified in their entirety by the cautionary statement above. Other than in
accordance with their legal or regulatory obligations, neither Bidco nor
Inspecs is under any obligation, and Bidco and Inspecs expressly disclaim any
intention or obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

Other than in accordance with their legal or regulatory obligations, neither
Bidco nor Inspecs is under any obligation, and Bidco and Inspecs expressly
disclaim any intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Takeover 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 10(th) business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10(th) 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 Takeover 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 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.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
and the documents required to be published by Rule 26 of the Takeover Code
will be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on the website of Risk Capital Partners
at www.riskcapitalpartners.co.uk (http://www.riskcapitalpartners.co.uk) and on
Inspecs' website at www.inspecs.com (http://www.inspecs.com) by no later than
12 noon (London time) on the Business Day following this announcement. For the
avoidance of doubt, neither the content of these websites nor of any website
accessible from hyperlinks set out in this announcement is incorporated by
reference or forms part of this announcement.

No profit forecasts, estimates or quantified financial benefits statements

No statement in this announcement is intended as, or is to be construed as, a
profit forecast, profit estimate or quantified financial benefits statement
for any period and no statement in this announcement should be interpreted to
mean that earnings or earnings per share for Inspecs for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Inspecs.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Inspecs Shareholders,
persons with information rights and participants in the Inspecs Share Plans
may request a hard copy of this announcement, free of charge, by contacting
Inspecs' registrars, Equiniti Limited, during business hours on +44 (0) 371
384 2030 or by submitting a request in writing to Aspect House, Spencer Road,
Lancing Business Park, Lancing, West Sussex, BN99 6DA, with an address to
which the hard copy may be sent. Calls are charged at the standard geographic
rate and will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate. For persons who receive a copy
of this announcement in electronic form or via a website notification, a hard
copy of this announcement will not be sent unless so requested. In accordance
with Rule 30.3 of the Takeover Code, such persons may also request that all
future documents, announcements and information to be sent to them in relation
to the Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other
information provided by Inspecs Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Inspecs may
be provided to Bidco during the offer period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.

General

Bidco reserves the right to elect to implement the Acquisition by way of a
Takeover Offer as an alternative to the Scheme (subject to the Panel's consent
and the terms of the Cooperation Agreement). In such event, save as provided
in the Takeover Code, the Acquisition will be implemented on substantially the
same terms, so far as applicable, and subject to the terms of the Cooperation
Agreement, as those which will apply to the Scheme, subject to appropriate
amendments to reflect, among other things, the change in method of effecting
the Acquisition (including, without limitation: (i) the inclusion of an
acceptance condition set at 90 per cent. of the Inspecs Shares to which such
Takeover Offer relates (or such other percentage as Bidco may, subject to the
rules of the Takeover Code and the terms of the Cooperation Agreement and with
the consent of the Panel, decide); and (ii) those required by, or deemed
appropriate by, Bidco under applicable law).

In the event that the Acquisition is to be implemented by way of a Takeover
Offer, Inspecs Shares will be acquired pursuant to the Takeover Offer fully
paid and free from all liens, charges, equitable interests, encumbrances and
rights of pre-emption and any other interests of any nature whatsoever and
together with all rights attaching thereto including the right to receive and
retain all dividends and distributions declared, made or paid, or any other
return of capital (whether by way of reduction of share capital, repurchase,
redemption or otherwise) made, by reference to a record date after the
Effective Date.

If the Acquisition is effected by way of a Takeover Offer and such Takeover
Offer becomes or is declared unconditional and sufficient acceptances are
received, Bidco intends to: (i) request that the London Stock Exchange cancels
admission of the Inspecs Shares to trading on AIM; and (ii) exercise its
rights (to the extent such rights are available) to apply the provisions of
Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the
remaining Inspecs Shares in respect of which the Takeover Offer has not been
accepted.

Investors should be aware that Bidco may purchase Inspecs Shares otherwise
than under any Takeover Offer or the Scheme, including pursuant to privately
negotiated purchases.

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