REG - Risk Capital Ltd Inspecs Group PLC - Offer Closed

InspecsAnnouncement

Mon 07:00

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RNS Number : 6894E  Risk Capital Ltd  18 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

18 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"))

Offer Closed

 

Bidco refers to its announcement of 1 May 2026 and confirms that the Offer was
closed for acceptance at 6.00 p.m. on 15 May 2026 and is therefore no longer
capable of being accepted. Following closure of the Offer, Bidco holds
69,620,565 Inspecs Shares, representing approximately 68.5 per cent. of the
existing issued share capital of Inspecs.

Capitalised words and expressions in this announcement shall, unless otherwise
defined, have the meaning given in the Offer Document posted to shareholders
of Inspecs on 23 February 2026.

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, contains the full terms and conditions of the Acquisition,
including details of how to accept the Takeover Offer.

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 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 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.

Notice to US holders of Inspecs Shares

The Takeover Offer related to shares of an English company and was 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 were not US
companies and were considered "foreign private issuers" for purposes of
applicable US securities laws.

The Cash Offer was 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 was 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 was 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.

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.

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.

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