REG - Risk Capital Ltd Inspecs Group PLC - Closure of the Offer

InspecsAnnouncement

01/05/2026 17:00

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RNS Number : 8778C  Risk Capital Ltd  01 May 2026

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

FOR IMMEDIATE RELEASE

1 May 2026

RECOMMENDED CASH ACQUISITION

of

INSPECS GROUP PLC

by

BIDCO 1125 LIMITED

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

Closure of the Offer

 

Introduction

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 a cash
consideration of 84 pence per Inspecs share with a securities alternative.

On 20 February 2026, Bidco announced, with the consent of the board of
directors of Inspecs and the Panel, the switch to implement the Acquisition by
way of a Takeover Offer rather than by way of a scheme of arrangement (the
"Offer"). The offer document containing the full terms and conditions of the
Offer and the procedures for acceptance (the "Offer Document") was published
and posted to shareholders on 23 February 2026.

On 13 March 2026, Bidco declared the Offer Unconditional in all respects.

Capitalised words and expressions in this announcement shall, unless otherwise
defined, have the meaning given in the Offer Document.

Notice of closing of the Offer

Bidco announces that the Offer will close for acceptance at 6.00 p.m. on 15
May 2026.

Inspecs Shareholders are urged to accept the Offer as soon as possible and in
any event by the deadline set out above.

The procedures for acceptance are set out in Part D (for Inspecs Shareholders
who hold their Inspecs Shares in certificated form) and Part E (for Inspecs
Shareholders who hold their Inspecs Shares in uncertificated form, that is in
CREST) of Part III (Conditions to and Further Terms of the Acquisition) of the
Offer Document. The Alternative Offer is no longer open for acceptance.

Inspecs Shareholders who hold their shares in uncertificated form should note
that the deadlines to accept the Offer within their respective nominee
platforms are likely to fall earlier than 6.00 p.m. on 15 May 2026. It is
recommended that such Inspecs Shareholders check directly with their
respective platform for further details.

Inspecs Shareholders who hold their shares in certificated form and require a
replacement Form of Acceptance should contact Equiniti Limited as soon as
possible, either by post at Corporate Actions, Aspect House, Spencer Road,
Lancing, West Sussex, BN99 6DA, or by telephone on +44 (0)371 384
2050 between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday
(excluding public holidays in England and Wales).  For deaf and
speech-impaired shareholders, calls can be made via Relay UK. Please see
www.relayuk.bt.com (https://www.relayuk.bt.com/) for more information.

 

Enquiries

 Bidco 1125 Limited
 c/o Cavendish
 Cavendish                                               +44 (0)20 7220 0500

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

Fladgate LLP is acting as legal adviser to the Bidco Group and the Consortium
in connection with the Acquisition.

Further information

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.

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 has been implemented solely
pursuant to the terms of the Offer Document which, together with the form of
acceptance and election, contains the full terms and conditions of the
Acquisition, including details of how to accept the Takeover Offer. Any
response in relation to the Acquisition should be made only on the basis of
the information contained in 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 does not constitute a prospectus, prospectus equivalent
document or exempted 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.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

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. Any person
(including, without limitation, nominees, trustees and custodians) who would,
or otherwise intends to, forward this announcement, the Offer Document or any
accompanying document to any jurisdiction outside the UK should refrain from
doing so and seek appropriate professional advice before taking any action.
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.

Copies of this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction and
persons receiving such documents (including, without limitation, agents,
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send the same in or into or from any Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction. 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.

Further details in relation to Overseas Shareholders are contained in the
Offer Document.

Notice to US holders of Inspecs Shares

The Takeover Offer relates to shares of an English company and is effected by
means of a contractual takeover offer pursuant to the Code and the laws of the
United Kingdom. The companies involved in the Takeover Offer are not US
companies and are considered "foreign private issuers" for purposes of
applicable US securities laws.

The Cash Offer is being made in the US pursuant to all applicable laws and
regulations, including, to the extent applicable, Section 14(e) and Regulation
14E under the US Exchange Act and otherwise in accordance with the
requirements of the Code. Accordingly, the Takeover Offer will 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 Takeover Offer is being made in the US by Bidco
and no-one else.

Furthermore, the payment and settlement procedure with respect to the Takeover
Offer will comply with the relevant United Kingdom rules, which differ from US
payment and settlement procedures, particularly with regard to the date of
payment of consideration.

Inspecs Shareholders located or resident in the US or who are otherwise US
persons were not permitted to elect to receive the Alternative Offer. The
Alternative Offer was not made in the US, and any purported election to
receive Consideration Securities pursuant to the Alternative Offer by Inspecs
Shareholders from the US, or which, at the sole discretion of Bidco, appear to
be made in respect of Inspecs Shares beneficially held by persons located or
resident in the US or who otherwise appear to be US persons will not be
accepted. Accordingly, Inspecs Shareholders located or resident in the US or
who are otherwise US persons who elected to receive the Alternative Offer were
deemed to have accepted the Cash Offer and would have received cash pursuant
to the Cash Offer, and no Consideration Securities will be issued to any such
Inspecs Shareholder. The Consideration Securities have not been and will not
be registered under the US Exchange Act or under US securities laws, and will
not be listed on any stock exchange in the US, and may not be offered, sold or
delivered, directly or indirectly, in, into or from the US. Neither the US
Securities and Exchange Commission nor any US state securities commission has
approved or disapproved of the Alternative Offer, the Consideration Securities
or determined that this announcement is accurate or complete. Any
representation to the contrary is a criminal offence.

The receipt of cash by a US Inspecs Shareholder as consideration for the
transfer of its, his or her Inspecs Shares pursuant to the Takeover Offer will
likely be a taxable transaction for US federal income tax purposes and under
applicable US state and local, as well as foreign and other, tax laws. Each US
Inspecs Shareholder is urged to consult their independent professional adviser
immediately regarding the tax consequences of the Takeover Offer applicable to
them.

Some or all of Inspecs' officers and directors reside outside the US, and some
or all of its assets are or may be located in jurisdictions outside the US.
Therefore, investors may have difficulty effecting service of process within
the US upon those persons or recovering against Inspecs or its officers or
directors on judgments of US courts, including judgments based upon the civil
liability provisions of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to a US
court's judgment. It may not be possible to sue Inspecs or its officers or
directors in a non-US court for violations of the US securities laws.

Financial information relating to Inspecs that is included in this
announcement has been or will have been prepared in accordance with IFRS and
may not be comparable to the financial information of US companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the US. In accordance with normal UK
practice, Bidco or its nominees or their brokers (acting as agents), may from
time to time make certain purchases of, or arrangements to purchase, shares or
other securities of Inspecs outside of the US, other than pursuant to the
Offer, until the date on which the Takeover Offer becomes Effective, lapses or
is otherwise withdrawn, in compliance with applicable laws, including the US
securities laws. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. Any
information about such purchases or arrangements to purchase shall be
disclosed as required in the UK, shall be reported to the Regulatory
Information Service and shall be available on the London Stock Exchange
website at www.londonstockexchange.com.

In addition, Bidco, its affiliates, their advisers, and the nominees or
brokers (acting as agents) may make certain purchases of, or arrangements to
purchase, shares in Inspecs outside the Offer, such as in open market
purchases or privately negotiated purchases, during the period in which the
Takeover Offer remains open for acceptance. If such purchases or arrangements
to purchase were to be made, they would be made outside the US and would
comply with applicable law, including United Kingdom laws and the US Exchange
Act. Any such purchases by Bidco or its affiliates will not be made at prices
higher than the price of the Takeover Offer provided in this announcement
unless the price of the Acquisition is increased accordingly. Any information
about such purchases or arrangements to purchase shall be disclosed as
required under United Kingdom laws and will be available to all investors
(including US investors) via the Regulatory Information Service on
www.londonstockexchange.com.

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/offer-for-inspecs-group-plc/documents/
(http://www.riskcapitalpartners.co.uk/offer-for-inspecs-group-plc/documents/)
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.

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 by contacting Inspecs'
registrars, Equiniti Limited, during business hours on +44 (0) 371 384 2050.
Please note that lines are open between 8.30 a.m. to 5.30 p.m. (UK time)
Monday to Friday (except public holidays in England and Wales). For deaf and
speech impaired customers, Equiniti welcome calls via Relay UK. Please see
www.relayuk.bt.com for more information. Alternatively, a request may be
submitted in writing to Equiniti Limited, Aspect House, Spencer Road, Lancing,
West Sussex, BN99 6DA, with an address to which the hard copy may be sent. 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

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

 

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