REG - Risk Capital Ltd Inspecs Group PLC - Publication of the Offer Document

InspecsAnnouncement

23/02/2026 11:30

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RNS Number : 0333U  Risk Capital Ltd  23 February 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

23 February 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"))

to be effected by means of a Takeover Offer

under Part 28 of the Companies Act 2006

 

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"), to be
implemented by way of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act 2006 (the "Scheme"), for a cash consideration of 84 pence
per Inspecs share with a securities alternative.

On the 20 February 2026, Bidco announced, with the consent of the of the board
of directors of Inspecs and the Panel, to implement the Acquisition by way of
a Takeover Offer rather than by way of the Scheme (the "Offer").

IF YOU HAVE SUBMITTED A VOTE IN RELATION TO THE ACQUISITION UNDER THE SCHEME
OR MADE AN ELECTION TO RECEIVE THE ALTERNATIVE OFFER UNDER THE SCHEME, SUCH
VOTE OR ELECTION WILL NO LONGER BE VALID. YOU WILL NEED TO TAKE THE ACTIONS
SET OUT IN THE OFFER DOCUMENT TO ACCEPT THE OFFER (AND, IF APPLICABLE, ELECT
TO RECEIVE THE ALTERNATIVE OFFER).

Publication of the Offer Document

Inspecs and Bidco are pleased to announce that the offer document containing
the full terms and conditions of the Takeover Offer and the procedures for
acceptance (the "Offer Document") has been published and is being posted to
shareholders today, 23 February 2026, along with the Form of Acceptance.

The Offer Document contains, amongst other things, a letter from Bidco, a
letter from the Senior Independent Director and Interim Chair of Inspecs,
which contains the unanimous recommendation of the directors of Inspecs that
Inspecs Shareholders accept or procure acceptance of the Takeover Offer, 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 the actions to be taken by the Inspecs Shareholders with regard to
the procedure for acceptance, together with the related form of Acceptance.

Subject to certain restrictions relating to persons residing in Restricted
Jurisdictions, the Offer Document will also be made available by Inspecs on
its website at www.inspecs.com/investor-relations
(https://www.inspecs.com/investor-relations) and 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/)
.

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

Conditions

The Acquisition is conditional on, among other things, valid acceptances being
received (and not, where permitted, validly withdrawn in accordance with the
rules and requirements of the Takeover Code and the terms of the Offer) by not
later than 1.00 pm on the Unconditional Date (or such other time(s) and/or
date(s) as Bidco may specify, subject to the rules of the Takeover Code and,
where applicable, with the consent of the Panel) in respect of such number of
Inspecs Shares which, when aggregated with the Inspecs Shares held, acquired
or agreed to be acquired by Bidco (whether pursuant to the Takeover Offer or
otherwise), before such time, will result in Bidco holding Inspecs Shares
carrying in aggregate more than 50 per cent. of the voting rights normally
then exercisable at general meetings of Inspecs, including (to the extent, if
any, required by the Panel for this purpose) any such voting rights attaching
to any Inspecs Shares that are unconditionally allotted or issued before the
Takeover Offer becomes or is declared unconditional, whether pursuant to the
exercise of any outstanding subscription rights or conversion rights or
otherwise (the "Acceptance Condition"). Unless the Panel agrees otherwise, the
Acceptance Condition shall only be capable of being satisfied when all other
Conditions have been satisfied or, if permitted, waived.

Action to be taken by Inspecs Shareholders

Acceptances of the Offer must be received by 1.00 p.m. (London time) on 24
April 2026, which is Day 60 as at the date of the Offer Document.

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

Details in relation to the action to be taken by Inspecs Shareholders is set
on pages 4 to 7 and in paragraph 20 of Part I (Letter from Bidco 1125 Limited)
of the Offer Document.

Expected timetable of principal events

The Offer Document contains an expected timetable of principal events relating
to the Offer, which is also set out in the Appendix to this Announcement.

If any of the key dates set out in the timetable change, Bidco 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/investors.

Shareholder helpline

If you have any queries about this Announcement or the Offer Document (or any
of the accompanying documents), or how to complete the Form of Acceptance or
make an Electronic Acceptance, please call Equiniti Limited during business
hours on +44 (0)371 384 2050. Please note that lines are open between 8.30
a.m. and 5.30 p.m. (London time) Monday to Friday (except public holidays in
England and Wales). For deaf and speech impaired customers, calls are welcome
via Relay UK. Please see www.relayuk.bt.com for more information. 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. Please note that Equiniti cannot provide advice on the merits of the
Acquisition or give any financial, legal or tax 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 acting as legal adviser to the Bidco Group and the Consortium
in connection with the Acquisition.

Macfarlanes LLP is acting as legal adviser to Inspecs 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.

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.

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 Offer Document (or if the Acquisition is
implemented by way of a Scheme, the Scheme Document) which, together with the
form of acceptance and election, will contain 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 (or if the Acquisition is
implemented by way of a Scheme, the Scheme 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.

Bidco is preparing the Offer Document to be distributed to Inspecs
Shareholders at no cost to them. Inspecs and Bidco urge Inspecs Shareholders
to read the Offer Document because it will contain important information
relating to the Acquisition.

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. Further details in relation to Overseas
Shareholders will be included in the Offer Document.

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 will be contained in the
Offer Document.

Notice to US holders of Inspecs Shares

The Takeover Offer relates to shares of an English company and is proposed to
be 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 will not be permitted to elect to receive the Alternative Offer. The
Alternative Offer is not being 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 elect to receive the Alternative Offer will
be deemed to have accepted the Cash Offer and will receive 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.

Non-US Inspecs Shareholders will be deemed, by electing receipt of the
Consideration Securities pursuant to the Alternative Offer, to represent and
warrant, on behalf of themselves and any person on whose behalf they
beneficially hold their Inspecs Shares, that they: (i) are not located or
resident in the US or otherwise a US person; and (ii) are not electing receipt
of the Alternative Offer with a view to, or for offer or sale of Consideration
Securities in connection with, any distribution thereof (within the meaning of
the US Exchange Act) in the US or to US persons.

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 advisors, 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.

Forward looking statements

This document (including information incorporated by reference into this
Announcement), may contain certain "forward-looking statements" with respect
to Bidco or Inspecs. Statements made regarding the Takeover Offer and
Acquisition, and other information to be published by Bidco and/or Inspecs,
contain statements which are, or may be deemed to be, "forward-looking
statements". All statements, other than statements of historical fact, are or
may be deemed to be, forward-looking statements. Forward-looking statements
are prospective in nature and not based on historical facts, but rather on
current expectations and projections of the Bidco Directors and/or Inspecs
about future events and are therefore subject to risks and uncertainties which
could cause actual results, performance or events to differ materially from
those expressed or implied by the forward-looking statements.

The forward-looking statements contained in this Announcement include
statements with respect to the expected effects of the Acquisition, including
in relation to the financial condition, results of operations and business of
Inspecs, the Wider Inspecs Group and certain plans and objectives of Bidco and
the Wider Bidco Group with respect thereto and other statements other than
historical facts. Often, but not always, forward-looking statements can be
identified by the fact that they do not relate only to historical or current
facts and may use words such as "anticipate", "target", "expect", "estimate",
"forecast", "intend", "plan", "budget", "scheduled", "goal", "believe",
"hope", "aims", "continue", "will", "may", "should", "would", "could", or
other words of similar meaning. These statements are based on assumptions and
assessments made by Inspecs and/or Bidco in light of their experience and
their perception of historical trends, current conditions, future developments
and other factors they believe appropriate. By their nature, forward-looking
statements involve known and unknown risks and uncertainty and other factors
which may cause actual results, performance or developments to differ
materially from those expressed in or implied by such, because they relate to
events and depend on circumstances that may occur in the future. Although
Bidco and/or Inspecs believe that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and you are therefore cautioned
not to place undue reliance on these forward-looking statements which speak
only as at the date of this Announcement. Neither Bidco nor Inspecs assumes
any obligation to update or correct the information contained in this
Announcement (whether as a result of new information, future events or
otherwise), except as required by applicable law.

There are a number of factors which could affect the future operations of
Inspecs, the Wider Inspecs Group, Bidco and/or the Wider Bidco Group and that
could cause actual results and developments to differ materially from those
expressed or implied in forward-looking statements. The factors that could
cause actual results to differ materially from those described in the
forward-looking statements 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 the Conditions on the proposed
terms; 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
dispositions; changes in general and economic business conditions; changes in
the behaviour of other market participants; the anticipated benefits of the
Acquisition not being realised as a result of changes in general economic and
market conditions in the countries in which Bidco and Inspecs operate; weak,
volatile or illiquid capital and/or credit markets; changes in 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.

Each forward-looking statement speaks only as of the date of this
Announcement. Neither Bidco nor Inspecs nor any of their respective associates
or directors, officers or advisers, provides any representation, warranty,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this Announcement will actually occur.
Given the risks and uncertainties, you are cautioned not to place any reliance
on these forward-looking statements.

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 per
cent. 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) of the Takeover Code
applies must be made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th 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 per cent. 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, (http://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/offer-for-inspecs-group-plc/documents/
(http://www.riskcapitalpartners.co.uk/offer-for-inspecs-group-plc/documents/)
and on Inspecs' website at www.inspecs.com/investor-relations
(https://www.inspecs.com/investor-relations) 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 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

If the Takeover Offer becomes or is declared unconditional and sufficient
acceptances are received, Bidco intends to exercise its rights to apply the
provisions of Chapter 3 of Part 28 of the Companies Act so as 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 the Takeover Offer, including pursuant to privately negotiated
purchases.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, Inspecs confirms that, as
at the Latest Practicable Date, it had in issue 101,671,525 ordinary shares of
£0.01 each admitted to trading on the Alternative Investment Market (AIM) of
the London Stock Exchange. Inspecs does not hold any ordinary shares in
treasury. The ISIN for the ordinary shares is GB00BK6JPP03.

 

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 Event                                                                           Expected time/date((7) (8))
 Publication and posting of the Offer Document and the accompanying              23 February 2026
 documentation
 Earliest time and date upon which the Offer may be declared Unconditional       5.00 p.m. on 16 March 2026
 Latest time and date by which the Offer may be declared or become               5.00 p.m. on 24 April 2026((3) (4))
 Unconditional
 Latest time and date by which the Offer may be accepted in certificated or      1.00 p.m. on 24 April 2026((1) (2))
 uncertificated form
 Election Return Time                                                            1.00 p.m. on the date that is 14 calendar days after the Unconditional Date
                                                                                 ((5))
 Latest date for the settlement of consideration in relation to the Cash Offer   No later than 14 calendar days after the Unconditional Date
 to Inspecs Shareholders who accept the Offer prior to the Offer becoming or
 being declared Unconditional
 Latest date for the settlement of consideration in relation to the Alternative  No later than 14 calendar days after the Unconditional Date plus an additional
 Offer to Inspecs Shareholders who accept the Offer and validly elect for the    three Business Days
 Alternative Offer by the Election Return Time
 Long Stop Date in relation to the Acquisition                                   11.59 p.m. on 30 June 2026 ((6))

The Offer can be accepted from today, 23 February 2026, and will continue to
be capable of acceptance until the Offer is closed. Inspecs Shareholders are
encouraged to ACCEPT the Offer as soon as possible and in any event before
1.00 p.m. on 24 April 2026, which is Day 60 as at the date of this document.

Bidco will give at least 14 calendar days' notice before the Offer is closed
for acceptances. Such notice will be given to Inspecs Shareholders by
announcement through a Regulatory Information Service, with such announcement
being made available on the Inspecs website at
www.inspecs.com/investor-relations
(https://www.inspecs.com/investor-relations) . Subject to the satisfaction or
waiver of the Conditions and further terms set out in Part III (Conditions to
and further terms of the Acquisition) of this document it is currently
expected that the Offer will become or be declared Unconditional in the second
quarter of 2026.

Whether or not Bidco (with the consent of the Panel) extends the Offer
timetable, for any Inspecs Shareholder who accepts the Offer prior to Day 60,
your acceptance (unless validly withdrawn) will remain in place and valid
until the Offer becomes or is declared Unconditional.

Notes:

(1)           For Inspecs Shareholders holding Inspecs Shares in
certificated form or uncertificated form (that is, in CREST), the latest time
and date by which the Offer can be accepted initially will be 24 April 2026,
which is Day 60 as at the date of this document. If a material official
authorisation or regulatory clearance has not been satisfied (or waived, if
capable of waiver) at 5.00 p.m. on the second day prior to Day 39, Bidco shall
request that the Panel suspend the timetable for the Offer until such material
official authorisation or regulatory clearance is satisfied. A separate
announcement will be made in due course confirming the timetable and the
relevant deadline for accepting the Offer, including on CREST. Subject to the
satisfaction or waiver of the Conditions and further terms set out in Part III
(Conditions to and further terms of the Acquisition) of this document, it is
currently expected that the Offer will become or be declared Unconditional in
the second quarter of 2026.

(2)           Bidco reserves the right (but shall not be obliged,
other than as may be required by the Takeover Code) at any time or from time
to time to bring forward the Offer before, or extend the Offer after, such
time.

(3)           The Offer shall lapse unless all of the Conditions
have been fulfilled (or, where permitted, waived) by midnight on the earlier
of the Unconditional Date and the Long Stop Date (subject to the rules of the
Takeover Code and, where applicable, the consent of the Panel). Subject at all
times to the Long Stop Date, if a material official authorisation or
regulatory clearance remains outstanding on the second day prior to Day 39,
Inspecs and Bidco shall jointly request that the Panel suspend the timetable
for the Offer until such material official authorisation or regulatory
clearance is satisfied.

(4)           If the Offer becomes or is declared Unconditional and
Bidco receives acceptances of the Offer in respect of, and/or otherwise
acquires, 90% or more in nominal value of the Inspecs Shares to which the
Offer relates, Bidco intends to exercise its rights pursuant to the statutory
squeeze-out provisions of Chapter 3 of Part 28 of the Companies Act to acquire
compulsorily, on the same terms as the Offer, the remaining Inspecs Shares to
which the Offer relates in respect of which the Offer has not at such time
been accepted. If the Offer becomes or is declared Unconditional, Bidco will
keep the Offer open for acceptances for at least 14 calendar days following
the date on which the Offer becomes or is declared Unconditional.

(5)           Inspecs Shareholders should note that any elections
for the Alternative Offer that are received after the Election Return Time
will be void and such Inspecs Shareholders who accept the Offer after that
time will instead receive the Cash Consideration in accordance with the terms
of the Offer.

(6)           The Long Stop Date will be 11.59 p.m. on 30 June 2026,
or such later date as may be agreed between Bidco and Inspecs and, if
required, the Panel may allow.

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

(8)           The dates and times below are indicative only and are
based on current expectations and may be subject to change.

If any of the dates and/or times in this expected timetable change, notice of
the revised dates and/or times will be given to Inspecs Shareholders by
announcement through a Regulatory Information Service, with such announcement
being made available on the Inspecs website at
www.inspecs.com/investor-relations (http://www.inspecs.com/investor-relations)
. Further updates and changes to these times will be notified in the same way.

 

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