REG - Inspecs Group PLC - Publication of the Scheme Document

InspecsAnnouncement

15/01/2026 07:00

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RNS Number : 9621O  Inspecs Group PLC  15 January 2026

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

15 JANUARY 2026

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

 

Publication of the 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 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"), for cash
consideration of 84 pence per Inspecs share with a securities alternative. 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 and Bidco are pleased to announce that a circular relating to the
Scheme (the "Scheme Document") has now been published. The Scheme Document
sets out, among other things, the full terms and conditions of the Scheme, an
explanatory statement pursuant to section 897 of the Companies Act 2006, an
expected timetable of principal events, notice of the Meetings, an estimate of
the value of each Consideration Share and 83.99 pence in par value of
Consideration Loan Notes for the purposes of Rule 24.11 of the Takeover Code,
and details of the actions to be taken by Inspecs Shareholders.

The Scheme Document, together with the related Forms of Proxy and (where
relevant) the Form of Election for the Alternative Offer are today being sent
to Inspecs Shareholders and, for information only, being made available to
participants in the Inspecs Share Schemes.

Copies of this Announcement and the Scheme Document will be made available
free of charge on the Inspecs and Risk Capital websites
(www.inspecs.com/investor-relations and www.riskcapitalpartners.co.uk).

Capitalised terms used in this announcement (the "Announcement") shall, unless
otherwise defined, have the same meanings as set out in the Scheme Document.
All references to times in this Announcement are to London, United Kingdom
times unless stated otherwise.

Notices of the Court Meeting and General Meeting

As further detailed in the Scheme Document, to become Effective, the Scheme
will require, amongst other things, that the requisite majorities of:

·        Voting Scheme Shareholders vote in favour of the Scheme at
the Court Meeting; and

·        Inspecs Shareholders vote in favour of the Resolution at the
General Meeting.

The Scheme is also subject to the satisfaction of the conditions relating to
the National Security and Investment Act 2021, the satisfaction or (where
applicable) the waiver of the other Conditions set out in full in Part III of
the Scheme Document and the sanction of the Court.

Notices convening the Court Meeting and the General Meeting for 10.00 a.m. and
10.15 a.m. respectively on 9 February 2026 (or, in the case of the General
Meeting, as soon thereafter as the Court Meeting has concluded or been
adjourned), each to be held at the offices of Macfarlanes LLP at 20 Cursitor
Street, London, EC4A 1LT, are set out in Part XV and Part XVI of the Scheme
Document.

Action to be taken by Inspecs Shareholders

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair
representation of opinion of Voting Scheme Shareholders. Therefore, Voting
Scheme Shareholders are strongly encouraged to complete, sign and return their
Forms of Proxy in accordance with the instructions thereon, or to appoint a
proxy through CREST, online or electronically, as soon as possible.

Inspecs Shareholders should read the Scheme Document in its entirety before
making a decision with respect to the Scheme.

Details in relation to the action to be taken by Inspecs Shareholders is set
out on pages 1 to 6 and in paragraph 16 of Part II (Explanatory Statement) of
the Scheme Document.

Expected timetable of principal events

The Scheme Document contains an expected timetable of principal events
relating to the Scheme, which is also set out in the Appendix to this
Announcement. Subject to obtaining the approval of the requisite majorities of
Voting Scheme Shareholders at the Court Meeting, the requisite majority of
Inspecs Shareholders voting at the General Meeting, the sanction of the Court,
the satisfaction of the conditions relating to the National Security and
Investment Act 2021, and the satisfaction or, where applicable, waiver, of the
other Conditions (as set out in the Scheme Document), the Scheme is expected
to become Effective in the first quarter of 2026.

If any of the key dates set out in the timetable change, Inspecs will give
notice of this change by issuing an announcement through a Regulatory
Information Service and by making such announcement available on the Inspecs
website at www.inspecs.com/investor-relations.

Shareholder helpline

If you have any questions about this Announcement, the Scheme Document, the
Court Meeting or the General Meeting, including in relation to the completion
and return of the Forms of Proxy or submitting your votes or proxies via CREST
or online, please contact the Company's Registrars, Equiniti, by calling the
Shareholder Helpline on +44 (0)371 384 2050. Lines are open from 8.30 a.m. to
5.30 p.m. (London time) Monday to Friday (except English and Welsh public
holidays). Calls are charged at the standard geographical rate and will vary
by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. Please note that calls are recorded for
security and training purposes and the Shareholder Helpline operators cannot
provide advice on the merits of the Scheme or the Acquisition, nor give
financial, tax, investment or legal advice.

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                                                                      020 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.

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 (including the Alternative Offer) 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.

Notice to US investors

The Acquisition relates to the securities of a company organised under the
laws of England and Wales and is proposed to be effected by means of a scheme
of arrangement under the Companies Act. This Announcement, the Scheme Document
and certain other documents relating to the Acquisition have been or will be
prepared in accordance with English law, the AIM Rules, the Takeover Code and
UK disclosure requirements, and the format and style applicable to a scheme of
arrangement under the Companies Act, all of which differ from those in the
United States. A transaction effected by means of a scheme of arrangement is
not subject to the tender offer rules of Section 14(e) or the proxy
solicitation rules of Section 14(a) under the US Exchange Act. Accordingly,
the Scheme is subject to the disclosure requirements of and practices
applicable in the United Kingdom to schemes of arrangement, which differ from
the disclosure requirements and practices of the United States tender offer
and proxy solicitation rules.

Inspecs' financial statements, and all financial information that is included
in this Announcement or that may be included in the Scheme Document, or any
other documents relating to the Acquisition, have been prepared in accordance
with accounting standards applicable in the United Kingdom and thus may not be
comparable to financial statements of companies in the United States or other
companies whose financial statements are prepared in accordance with US
generally accepted accounting principles. US generally accepted principles
differ in certain respects from the UK adopted International Accounting
Standards. None of the financial information in this Announcement has been
audited in accordance with the auditing standards generally accepted in the US
or the auditing standards of the Public Company Accounting Oversight Board of
the US.

The Consideration Shares and the Consideration Loan Notes have not been, and
will not be, registered under the US Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the United States
and may not be offered, sold, exercised, resold, transferred or delivered,
directly or indirectly, in or into the United States except pursuant to an
exemption from the registration requirements of the US Securities Act. The
Consideration Shares and the Consideration Loan Notes are expected to be
issued in reliance upon the exemption from the registration requirements of
the US Securities Act provided by section 3(a)(10) thereof. Section 3(a)(10)
exempts securities issued in specified exchange transactions from the
registration requirement under the US Securities Act where, among other
things, the fairness of the terms and conditions of the issuance and exchange
of such securities have been approved by a court or governmental authority
expressly authorised by law to grant such approval, after a hearing upon the
fairness of the terms and conditions of the exchange at which all persons to
whom the Consideration Shares and the Consideration Loan Notes are proposed to
be issued have the right to appear and receive adequate and timely notice
thereof. If the exemption afforded by section 3(a)(10) is not available to
Bidco, then Bidco expects to avail itself of another available exemption to
the registration requirements under the US Securities Act. If Bidco exercises
its right to implement the Acquisition by way of a Takeover Offer, the
Consideration Shares and the Consideration Loan Notes will not be offered in
the United States except pursuant to an exemption from or in a transaction not
subject to registration under the US Securities Act.

Neither the US Securities and Exchange Commission nor any US state securities
commission has approved or disapproved of the Alternative Offer or determined
if the Scheme Document is accurate or complete. Any representation to the
contrary is a criminal offence.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act (to the extent applicable), Bidco, its nominees or its brokers
(acting as agents) may from time to time make certain purchases of, or
arrangements to purchase, Inspecs Shares outside of the US, other than
pursuant to the Acquisition, until the date on which the Acquisition becomes
Effective, lapses or is otherwise withdrawn. If such purchases or arrangements
to purchase were to be made, they would be made outside of the US and would be
in accordance with applicable law, including the US Exchange Act and the
Takeover Code. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed as required in the UK, will
be reported to a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com.

It may be difficult for US holders of Inspecs Shares to enforce their rights
and any claims they may have arising under US federal securities laws in
connection with the Acquisition, since Inspecs is organised under the laws of
a country other than the United States, and some or all of its officers and
directors may be residents of countries other than the United States, and most
of the assets of Inspecs are located outside of the United States. US holders
of Inspecs Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US federal securities laws.
Further, it may be difficult to compel a non-US company and its affiliates to
subject themselves to a US court's jurisdiction or judgment.

If Bidco were to elect to implement the Acquisition by means of a Takeover
Offer, such Takeover Offer may be made in compliance with applicable US
securities laws and regulations including, to the extent applicable, Section
14(e) of the US Exchange Act and Regulation 14E thereunder, and will be made
in accordance with the Takeover Code. Such a Takeover Offer may be made in the
United States by Bidco and no one else. Accordingly, the Acquisition may be
subject to disclosure and other procedural requirements, including with
respect to withdrawal rights, offer timetable, settlement procedures and
timing of payments that are different from those applicable under US domestic
tender offer procedures and law.

The receipt of cash pursuant to the Acquisition by an Inspecs Shareholder in
the United States as consideration for the transfer of its Inspecs Shares
pursuant to the Scheme will likely be a taxable transaction for United States
federal income tax purposes and under any applicable United States state and
local income tax laws. Each Inspecs Shareholder in the United States is urged
to consult its independent professional tax or legal adviser immediately
regarding the US federal, state and local income and non-income tax
consequences of the Acquisition applicable to it, as well as any consequences
arising under the laws of any other taxing jurisdiction.

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.

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 and on the Inspecs website at 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 and
participants in the Inspecs Share Plans may request a hard copy of this
Announcement, free of charge, by contacting the Company's registrar, Equiniti
Limited, during business hours on +44 (0) 371 384 2050 or by submitting a
request in writing to Equiniti Limited, Corporate Actions, Aspect House,
Spencer Road, 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.

Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

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.

 

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 Event                                                                           Expected time/date
 Publication of this document                                                    15 January 2026 ((9)(10))
 Latest time for lodging Forms of Proxy for the:
 Court Meeting (BLUE Forms of Proxy)                                             10.00 a.m. on 5 February 2026 ((1))
 General Meeting (WHITE Forms of Proxy)                                          10.15 a.m. on 5 February 2026(  (2))
 Voting Record Time for Court Meeting and General Meeting                        6.30 p.m. on 5 February 2026 ((3))
 Court Meeting                                                                   10.00 a.m. on 9 February 2026
 General Meeting                                                                 10.15 a.m. on 9 February 2026((4))
 The following dates are indicative only and are subject to change((5))
 Sanction Hearing to sanction the Scheme                                         A date ("D") to be determined following satisfaction or (if applicable) waiver
                                                                                 of the Conditions set out in Part A (Conditions to and Certain Further Terms
                                                                                 of the Acquisition) of Part III of this document
 Election Withdrawal Deadline                                                    1.00 p.m. on D+1 Business Day
 Election Return Time (being the latest time for lodging the GREEN Form of       1.00 p.m. on D+1 Business Day ((6))
 Election or electing for the Alternative Offer through CREST)
 Last day of dealings in, and for registration of transfers of, and disablement  At close of business on D+1 Business Day
 in CREST of, Inspecs Shares
 Scheme Record Time                                                              6.00 p.m. on D+1 Business Day
 Suspension of dealings in Inspecs Shares                                        7.30 a.m. on D+2 Business Days
 Effective Date                                                                  D+2 Business Days ((7))
 Cancellation of admission to trading of Inspecs Shares on AIM                   By 8.00 a.m. on D+3 Business Days
 Latest date for dispatch of cheques and for settlement through CREST or other   within 14 calendar days of the Effective Date
 form of payment in respect of consideration due under the Scheme
 Latest date for issue of the Consideration Shares and Consideration Loan Notes  within 14 calendar days of the Effective Date
 Long Stop Date                                                                  11.59 p.m. on 30 June 2026 ((8))

 

Notes:

(1)           It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged no later than 48 hours (excluding any part of such 48-hour
period that is not a Business Day) before the time and date set for the Court
Meeting or, if the Court Meeting is adjourned, no later than 48 hours before
the time fixed for such adjourned Court Meeting (excluding any part of such
48-hour period that is not a Business Day). However, BLUE Forms of Proxy not
so lodged may be handed to the chair of the Court Meeting or a representative
of Equiniti before the taking of the poll at the Court Meeting.

(2)           WHITE Forms of Proxy for the General Meeting must be
lodged no later than 48 hours before the time and date set for the holding of
the General Meeting in order to be valid or, if the General Meeting is
adjourned, no later than 48 hours before the time fixed for such adjourned
General Meeting (excluding any part of such 48-hour period that is not a
Business Day). WHITE Forms of Proxy for the General Meeting not lodged by this
time will be invalid.

(3)           If either of the Meetings are adjourned, the Voting
Record Time for the relevant adjourned meeting will be 6.30 p.m. on the date
falling two Business Days before the date set for the relevant adjourned
meeting.

(4)           To commence at 10.15 a.m. or as soon thereafter as the
Court Meeting shall have been concluded or adjourned.

(5)           These dates and times are indicative only and will
depend, among other things, on the date on which: (i) the Conditions are
satisfied or (if capable of waiver) waived; (ii) the Court sanctions the
Scheme; and (iii) a copy of the Scheme Court Order is delivered to the
Registrar of Companies for registration.

(6)           The Election Return Time will be announced by Bidco
and/or Inspecs at the same time as the announcement of the date of the
Sanction Hearing, via a Regulatory Information Service, as soon as reasonably
practicable once the date of the Sanction Hearing has been established. The
Election Withdrawal Deadline shall be the later of (i) the Election Return
Time and (ii) such other time as Bidco and Inspecs may agree.

(7)           Following sanction of the Scheme by the Court, the
Scheme will become Effective in accordance with its terms upon a copy of the
Scheme Court Order being delivered to the Registrar of Companies for
registration. This is presently expected to occur two Business Days following
the date of the Sanction Hearing, subject to satisfaction or (where capable of
waiver) waiver of the Conditions.

(8)           This is the latest date by which the Scheme may become
Effective unless Inspecs and Bidco agree, and (if required) the Court and the
Panel allow.

(9)           All references in this document to times are to times
in London (unless otherwise stated).

(10)         All times and dates are indicative only and are based on
the current expectations of Inspecs and Bidco and may be subject to change.
Inspecs will give notice of any change(s) to the above times and dates by
issuing an announcement through a Regulatory Information Service and, if
required by the Panel, posting notice of the change(s) to Inspecs Shareholders
and persons with information rights. Copies of any such announcements will be
made available on the Inspecs website at www.inspecs.com/investor-relations
(https://www.inspecs.com/investor-relations) .

 

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