REG - Risk Capital Ltd Inspecs Group PLC - Recommended Acquisition of Inspecs Group Plc
10/12/2025 12:45
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RNS Number : 0491L Risk Capital Ltd 10 December 2025
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.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND
INSPECS SHAREHOLDERS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO
THE ALTERNATIVE OFFER EXCEPT ON THE BASIS OF INFORMATION IN THE SCHEME
DOCUMENT WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
10 December 2025
RECOMMENDED ACQUISITION
of
Inspecs Group plc
by
Bidco 1125 Limited
(a newly formed company indirectly owned by Luke Johnson and Ian Livingstone)
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Summary
· The boards of directors of Bidco 1125 Limited (Bidco) and Inspecs
Group plc (Inspecs) are pleased to announce that they have reached agreement
on the terms and conditions of a recommended cash acquisition to be made by
Bidco for the entire issued and to be issued ordinary share capital of Inspecs
(Acquisition). The Acquisition is intended to be implemented by way of a
court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
· Bidco is a private limited company incorporated in England and
Wales, which was recently established specifically for the purpose of the
Acquisition, along with its parent company Midco 1125 Limited (Midco) and
Midco's parent company Topco 1125 Limited (Topco), by Luke Johnson and Ian
Livingstone (together, the Consortium).
The Cash Offer
· Under the terms of the Acquisition, which will be subject to the
Conditions and further terms set out in Appendix 1 to this announcement and to
the full terms and conditions which will be set out in the Scheme Document,
each Inspecs Shareholder at the Scheme Record Time will be entitled to
receive:
· for each Inspecs Share held: 84 pence in cash (Cash Offer)
· The Cash Offer values the entire issued, and to be issued, ordinary
share capital of Inspecs at approximately £85.4 million on a fully diluted
basis.
· The Cash Offer represents a premium of approximately:
· 107.41 per cent. to the Closing Price of 40.5 pence per Inspecs
Share on 22 October 2025 (being the last Business Day before the date of the
Possible Offer Announcement);
· 91.91 per cent. to the average price of 43.8 pence per Inspecs
Share for the three month period ended at the close of business on the last
Business Day before the date of the Possible Offer Announcement; and
· 81.96 per cent. to the average price of 46.2 pence per Inspecs
Share for the 12 month period ended at the close of business on the last
Business Day before the date of the Possible Offer Announcement.
The Alternative Offer
· As an alternative to the Cash Offer, Eligible Inspecs Shareholders
may elect to receive for each Inspecs Share they hold (i) one unlisted
ordinary share in the capital of Topco and (ii) 83.99 pence in par value of
Consideration Loan Notes issued by Midco for each Inspecs Share (Alternative
Offer).
· The Alternative Offer is not subject to any minimum floor but is
(other than in respect of elections made by Luke Johnson) subject to a maximum
cap on the number of elections for such Alternative Offer of 33,551,603
Inspecs Shares, being, as at the Latest Practicable Date, approximately 33 per
cent. of the existing issued ordinary share capital of Inspecs (Alternative
Offer Maximum Cap). Should valid elections be received from Eligible Inspecs
Shareholders (excluding Luke Johnson) holding, in aggregate, in excess of the
Alternative Offer Maximum Cap, then such excess elections for the Alternative
Offer will be subject to "scale back" as nearly as possible on a pro rata
basis and rounded down to the nearest whole number of Inspecs Shares. Inspecs
Shareholders will receive cash in lieu of any scaled back election.
· Eligible Inspecs Shareholders will be able to elect for the
Alternative Offer in relation to all but not some only of their holdings of
Inspecs Shares. Eligible Inspecs Shareholders who do not positively and
validly elect to receive the Alternative Offer, as well as Restricted Inspecs
Shareholders, will receive the Cash Consideration due under the Cash Offer
only as consideration for the sale of all of their Inspecs Shares. The
Consideration Shares and the Consideration Loan Notes will not be listed or
transferable (subject to limited exceptions). The key terms and conditions of
the Alternative Offer are summarised in paragraph 2 of this announcement and a
more detailed summary of the Consideration Shares and the Consideration Loan
Notes is set out in Appendix 4 to this announcement.
· For the purposes of Rule 24.11 of the Takeover Code, Cavendish, as
financial adviser to the Bidco Group, will provide an estimate of the value of
a Consideration Share and 83.99 pence in par value of Consideration Loan
Notes, together with the assumptions, qualifications and caveats forming the
basis of its estimate of value, in a letter to be included in the Scheme
Document.
· Further details of the Alternative Offer, the Consideration Shares
and the Consideration Loan Notes are set out in paragraph 2 and Appendix 4 of
this Announcement.
Dividends
· If, on or after the date of this announcement and prior to the
Effective Date, any dividend and/or other distribution and/or other return of
capital or value is announced, declared, made or paid or becomes payable in
respect of the Inspecs Shares, Bidco reserves the right to reduce the
consideration payable pursuant to the Cash Offer (and, as the case may be the
consideration due under the Alternative Offer) by an amount up to the
aggregate amount of such dividend and/or distribution and/or other return of
capital or value. In such circumstances, Inspecs Shareholders would be
entitled to receive and retain any such dividend, distribution and/or other
return of capital or value.
Background to and reasons for the Acquisition
Luke Johnson and Ian Livingstone (who have together formed Bidco and the Bidco
Group) have followed the recent progress of the Company and formed a strong
appreciation of Inspecs' underlying strengths and long-term potential.
Luke Johnson has chaired or founded various companies, including the private
equity firm Risk Capital Partners, which has invested in a range of
industries. He has developed a detailed understanding of the Company, its
operations, financial performance and strategic positioning through an
extended period of engagement prior to and since his initial investment in the
Company earlier in 2025. Ian Livingstone has extensive experience in retail
and consumer-facing business, including the optical industry where he was
previously the Chairman of the Optika Clulow retail chain owning over 200
optician stores including David Clulow and Sunglass Hut.
The Consortium believes Inspecs to be well-positioned within its sector and
sees a meaningful opportunity to enhance its competitive platform, accelerate
organic growth, improve profitability and deliver enhanced long-term value for
its stakeholders, despite the recent trading challenges faced by it. The
Consortium also recognises the progress made in delivering Inspecs'
medium-term strategy. It has great confidence in Inspecs' existing strategy,
leadership and long-term prospects, and intends to build upon the existing
foundations to capture further growth opportunities.
The Consortium believes that a renewed ownership structure, within a private
company environment, will provide the most effective environment to unlock
Inspecs' full potential. Free from the constraints associated with maintaining
a public listing, the Company would gain greater financial and strategic
flexibility and be able to pursue long-term initiatives that maximise
sustainable growth. Under the Consortium's ownership, Inspecs would benefit
from the Consortium's sector expertise and operational experience, supporting
management in driving performance and enhancing value for its stakeholders.
The Cash Offer represents an opportunity for Inspecs Shareholders to realise
their investment, in full and in cash, at a compelling price and against a
backdrop of considerable ongoing macroeconomic uncertainty and market
volatility. In addition, the Cash Offer provides shareholders with a rare
opportunity to realise their entire holding in a single transaction for fixed
consideration of 84 pence per Inspecs Share.
The Cash Offer represents a premium of approximately:
· 107.41 per cent. to the Closing Price of 40.5 pence per Inspecs
Share on 22 October 2025 (being the last Business Day before the date of the
Possible Offer Announcement);
· 91.91 per cent. to the average price of 43.8 pence per Inspecs
Share for the three month period ended at the close of business on the last
Business Day before the date of the Possible Offer Announcement; and
· 81.96 per cent. to the average price of 46.2 pence per Inspecs
Share for the 12 month period ended at the close of business on the last
Business Day before the date of the Possible Offer Announcement.
In addition, the Consortium is offering Eligible Inspecs Shareholders the
opportunity to retain an interest in the business of the Inspecs Group via the
Alternative Offer.
Unanimous recommendation by the Inspecs Directors
· The Inspecs Directors, who have been so advised by Peel Hunt as to
the financial terms of the Cash Offer, consider the terms of the Cash Offer to
be fair and reasonable. In providing its advice to the Inspecs Directors, Peel
Hunt has taken into account the commercial assessments of the Inspecs
Directors. Peel Hunt is providing independent financial advice to the Inspecs
Directors for the purposes of Rule 3 of the Takeover Code.
· Accordingly, the Inspecs Directors intend to recommend unanimously
that the Inspecs Shareholders vote in favour of the Scheme at the Court
Meeting and the Resolution to be proposed at the General Meeting (or, in the
event that the Acquisition is implemented by way of a Takeover Offer, to
accept or procure the acceptance of the Takeover Offer), as the Inspecs
Directors who hold Inspecs Shares have irrevocably undertaken to do in respect
of their and their Connected Persons' entire beneficial holdings of Inspecs
Shares, being, in aggregate, 19,089,137 Inspecs Shares (representing
approximately 18.78 per cent. of the existing issued ordinary share capital of
Inspecs, and approximately 19.94 per cent. of the Voting Scheme Shares, as at
close of business on the Latest Practicable Date). Further details of these
undertakings are set out in Appendix 3 to this announcement.
· Robin Totterman and Richard Peck have also irrevocably each
undertaken to elect for the Alternative Offer in respect of all of their
current beneficial holdings of Inspecs Shares (except for, in the case of
Robin Totterman, 850,053 Inspecs Shares that are held in a pension fund that
cannot hold unlisted securities), as set out in Appendix 3 to this
announcement, as they each wish to hold an investment in Inspecs and each of
their personal circumstances mean that they are willing to hold unlisted,
non-transferrable instruments, and these factors, combined with their personal
view of the long-term potential of the Inspecs business under private
ownership, outweigh the other disadvantages listed in paragraph 4 of this
Announcement.
· Peel Hunt are unable to advise the Inspecs Directors as to whether
or not the financial terms of the Alternative Offer are fair and reasonable.
This is because of the significant and variable impact of the disadvantages
and advantages of the Alternative Offer for individual Inspecs Shareholders,
including, in terms of the advantages, in particular, the ability to
participate in the future value creation of Inspecs and, in terms of the
disadvantages, in particular, the terms of the Consideration Shares and the
Consideration Loan Notes, including the fact that that they are illiquid, the
level of uncertainty in their future value and the potential dilution that
would result if a Rollover Shareholder did not fund their pre-emptive
entitlement pursuant to any further issue of securities by Topco in the period
following the Effective Date.
· Accordingly, the Inspecs Directors are unable to form an opinion as
to whether or not the terms of the Alternative Offer are fair and reasonable
and are not making any recommendation to Inspecs Shareholders as to whether or
not they should elect for the Alternative Offer.
· In considering the terms of the Alternative Offer, Peel Hunt and
the Inspecs Directors have considered the key disadvantages and advantages of
electing for the Alternative Offer which are set out in further detail in
paragraph 4 of this announcement.
· Inspecs Shareholders are encouraged to take into account such
disadvantages and advantages, as well as the risk factors and other investment
considerations in respect of the Alternative Offer outlined in paragraph 14
below and their own particular circumstances, when deciding whether to elect
for the Alterative Offer. Inspecs Shareholders should also ascertain whether
acquiring or holding Consideration Shares and the Consideration Loan Notes is
affected by the laws of the relevant jurisdiction in which they reside and
consider their individual tax and financial situation. Accordingly, Inspecs
Shareholders are strongly recommended to seek their own independent financial,
tax and legal advice in light of their own personal circumstances and
investment objectives before deciding whether to elect for the Alternative
Offer. Any decision to elect for the Alternative Offer should be based on
independent financial, tax and legal advice and full consideration of this
announcement and, when published, the Scheme Document.
Background to and reasons for the recommendation
· Inspecs completed its AIM IPO in early 2020 at a price of 195 pence
per share with the ambition of using its listing as a platform to support its
growth ambitions within the global eyewear industry, particularly through
M&A opportunities. Inspecs successfully delivered on this strategy in the
initial years post-IPO, completing several transactions, including the
transformational acquisition of Eschenbach in late 2020.
· In recent years, however, Inspecs' financial performance has been
below market expectations as it operated against a backdrop of highly
challenging market conditions. This was reflected in a decline in Inspecs'
share price to the Closing Price per Inspecs Share of 40.5 pence on 22 October
2025, being the last Business Day prior to the Offer Period.
· In particular, Inspecs has faced weak consumer demand in
continental Europe (especially Germany where the impact of the war in Ukraine
was most pronounced), a significant reduction in its sales to GrandVision
following the retailer's acquisition by EssilorLuxottica and turbulence in the
US market, with increased tariffs imposed on goods produced in China and
Vietnam (Inspecs' principal manufacturing locations), creating material
uncertainty with customers that has disrupted demand.
· Inspecs has also faced challenges with the performance of certain
business areas, for example its Norville lens manufacturing site that was
discontinued this year as it remained loss-making as a result of insufficient
scale.
· These trading headwinds continue to impact the business and were
reflected in Inspecs' interim results published on 18 September 2025, which
noted 'current trading in the first two months of H2 is slightly behind plan'
and the announcement dated 20 November 2025 further reducing Inspecs'
expectations of revenue and underlying EBITDA for the current year to
approximately £191m and £17.7m, respectively.
· The resulting negative impact of these challenges on Inspecs'
market capitalisation, valuation multiple and trading liquidity has meant that
Inspecs' public listing no longer provides an effective platform through which
it can raise capital and deliver on its M&A growth strategy.
· Despite these challenges, the Inspecs Directors believe Inspecs has
made significant progress with integrating and streamlining its international
operations across four principal business units, Tura (USA), Eschenbach
(Europe), Inspecs (UK) and Killine (China & Vietnam), as well as
rightsizing its cost base, investing in additional capacity and capability in
its Vietnam production site and positioning the Group for growth as underlying
markets improve. The Inspecs Directors acknowledge, however, that this growth
could take some time and remains subject to significant uncertainty concerning
external factors affecting Inspecs' business.
· As a result, Inspecs has been in discussions with H2 Equity
Partners Ltd. (H2EP) since June 2025 and with the Consortium since August 2025
in respect of possible offers for Inspecs. Following initial pricing
discussions with both parties, Inspecs consulted its major internal and
external shareholders in order to assess the viability of a possible
transaction prior to facilitating an extensive due diligence progress.
· On 21 October 2025, Inspecs received a proposal from Safilo Group
S.p.A (Safilo) to acquire the Eschenbach Group and BoDe businesses of Inspecs
(the Safilo Asset Proposal).
· The Offer Period commenced on 23 October 2025 following an
announcement made in response to press speculation. That announcement
identified H2EP and the Consortium as potential offerors, and Safilo as a
potential bidder for certain Inspecs assets.
· Subsequent to that date, Safilo submitted offers to acquire Inspecs
(the Safilo Offer) as an alternative proposal to the Safilo Asset Proposal.
The Inspecs Board, together with its advisers, considered both the Safilo
Asset Proposal and the Safilo Offer and concluded that the Safilo Offer
fundamentally undervalued Inspecs and that the Safilo Asset Proposal was not
in the best interests of Inspecs Shareholders in the absence of a deliverable
proposal for Inspecs' remaining assets that would represent attractive value
for Inspecs Shareholders. The Inspecs Board therefore unequivocally rejected
both the Safilo Asset Proposal and the Safilo Offer. Notwithstanding this
rejection, and in accordance with its obligations under the Takeover Code, the
Inspecs Board provided access to the information that had been made available
to H2EP and the Consortium.
· Following the substantive completion of their due diligence
processes, H2EP and the Consortium were invited by Inspecs to participate in a
private, structured bidding process to elicit proposals for the Inspecs Board
to consider. The process resulted in H2EP making a proposal that offered
higher cash proceeds to Inspecs Shareholders than the proposal advanced by the
Consortium. Subsequent to the process completing, the Consortium increased its
proposal to match the cash proceeds offered by H2EP. Over the course of
discussions, both parties materially increased the headline terms of their
proposals.
· In considering the financial terms of the Acquisition, the Inspecs
Directors have taken into account a number of factors including:
· the inherent uncertainty of the delivery of future value that
exists in the business following recent difficult trading conditions;
· the significant costs of being listed, coupled with limited
benefits;
· at 84 pence per Inspecs Share, the Cash Offer price represents a
premium of:
· approximately 93.80 per cent to the volume weighted average price
for the 30-day period to the last Business Day before the commencement of the
Offer Period;
· approximately 89.16 per cent to the volume weighted average price
for the six month period to the last Business Day before the commencement of
the Offer Period; and
· approximately 107.41 per cent to the closing price on the last
Business Day before the commencement of the Offer Period.
· In considering the Acquisition, the Inspecs Directors have also
taken into account:
· Bidco's stated intentions for the business and its employees. The
Inspecs Directors believe that the Acquisition represents an opportunity that
results in a positive outcome for all stakeholders, including customers,
employees and shareholders;
· the views of the Inspecs management team (including the Company's
largest shareholder, Robin Totterman), as evidenced by the irrevocable
undertakings given to Bidco by them; and
· feedback received from Inspecs' major institutional shareholders.
· Accordingly, after careful consideration together with Peel Hunt as
to the financial terms, the Inspecs Directors believe that the Cash Offer
provides an opportunity for Inspecs Shareholders to realise an immediate cash
return for their entire shareholding at an attractive valuation, assessed
against the risk-adjusted return that may be achieved by executing Inspecs'
strategy as a smaller, listed company.
Irrevocable undertakings
· Each of the Inspecs Directors who holds Inspecs Shares has
irrevocably undertaken to vote (or procure the vote) in favour of the
resolutions relating to the Scheme and the Acquisition at the Meetings (or, in
the event that the Acquisition is implemented by a Takeover Offer, to accept
or procure acceptance of the Takeover Offer) in respect of their and their
Connected Persons' entire beneficial holdings of Inspecs Shares, being, in
aggregate, 19,089,137 Inspecs Shares (representing approximately 18.78 per
cent. of the existing issued ordinary share capital of Inspecs, and
approximately 19.94 per cent. of the Voting Scheme Shares, as on the Latest
Practicable Date). Each of the Inspecs Directors has also irrevocably
undertaken to vote against any competing proposal.
· In addition, Bidco has received irrevocable undertakings to vote
(or, procure the vote) in favour of the resolutions relating to the Scheme and
the Acquisition at the Meetings (or, in the event that the Acquisition is
implemented by a Takeover Offer, to accept or procure acceptance of the
Takeover Offer), from Luke Johnson, Christopher Kay and Downing LLP in respect
of, in aggregate, 16,726,769 Inspecs Shares (representing approximately 16.45
per cent. of the existing issued ordinary share capital of Inspecs, and
approximately 11.25 per cent. of the Voting Scheme Shares, as at the close of
business on the Latest Practicable Date). Luke Johnson is not considered to be
a Voting Scheme Shareholder and his irrevocable undertaking therefore only
relates to his vote on the resolution at the General Meeting (and not his vote
on the Scheme at the Court Meeting). Luke Johnson and Christopher Kay have
also irrevocably undertaken to vote against any competing proposal.
· Therefore, as at the date of this Announcement, Bidco has received
irrevocable undertakings in respect of, in aggregate, 35,815,906 Inspecs
Shares representing approximately 35.23 per cent. of the issued ordinary share
capital of Inspecs, and approximately 31.19 per cent. of the Voting Scheme
Shares as at the Latest Practicable Date.
· Further details of these irrevocable undertakings (including the
circumstances in which they cease to be binding) are set out in Appendix 3 to
this announcement.
Information on the Bidco Group and the Consortium
Bidco is a private limited company incorporated in England and Wales, which
was established, along with its related parent companies, Midco and Topco
(both private limited companies incorporated in England and Wales), by the
Consortium specifically for the purpose of the Acquisition.
Luke Johnson is a well-known entrepreneur and investor. Since serving as
chairman of, and significant investor, in PizzaExpress during its rapid
expansion in the 1990s, he has been involved in numerous successful ventures,
including his role at and investment in Gail's Bakeries amongst many others.
Mr Johnson has chaired or founded various companies, including the private
equity firm Risk Capital Partners, which has invested in a range of
industries, and previously as chairman of Channel 4 Television Corporation.
As at the close of business on the Latest Practicable Date, Luke Johnson holds
or controls, in aggregate 5,959,270 Inspecs Shares, representing approximately
5.86 per cent. of Inspecs' existing issued ordinary share capital. Luke
Johnson is not a Voting Scheme Shareholder and is, for the purposes of the
Takeover Code, a joint offeror. Luke Johnson has agreed to elect for the
Alternative Offer in respect of his entire existing holding of Inspecs Shares.
Ian Livingstone is a property investor. His principal business, London &
Regional Group, is a global portfolio of commercial real estate and
hospitality assets worth over £10 billion. He has extensive experience in
retail and consumer-facing business, including the optical industry where he
was previously the Chairman of the Optika Clulow retail chain owning over 200
optician stores including David Clulow and Sunglass Hut.
Information on Inspecs
Inspecs is a leading provider of eyewear solutions to the global eyewear
market. The Inspecs Group produces a broad range of eyewear frames and low
vision aids, covering optical, sunglasses and safety, which are either
"Branded" (under licence or under the Inspecs Group's own proprietary brands),
or "OEM" (unbranded or private label on behalf of retail customers).
Inspecs is building a global eyewear business through its vertically
integrated business model. Its continued growth is underpinned by six core
pillars: increasing the penetration of its own-brand portfolio, increasing
distribution, growing its travel retail markets, maximising group synergies,
expanding its manufacturing capacity and scaling the research and development
department as it develops new and innovative eyewear products.
The Inspecs Group has operations across the globe: with offices and
subsidiaries in the UK, Germany, Portugal, Scandinavia, the US and China
(including Hong Kong, Macau and Shenzhen), and manufacturing facilities in
Vietnam, China, the UK and Italy.
Inspecs customers are global optical and non-optical retailers, global
distributors and independent opticians. Its distribution network covers over
80 countries and reaches approximately 75,000 points of sale.
Timetable and conditions
· The Scheme and Acquisition will be subject to the terms and
conditions set out in this announcement and to be set out in full in the
Scheme Document, including, amongst other things, the satisfaction or (where
applicable) waiver of the Conditions and certain further terms referred to in
Appendix 1 to this announcement. This includes, in particular:
· the approval of the Scheme by a majority in number of, representing
not less than 75% of the value of, the Voting Scheme Shares voted by Voting
Scheme Shareholders present and voting (and entitled to vote), either in
person or by proxy, at the Court Meeting (Voting Scheme Shareholders, as noted
above, do not include Luke Johnson); and
· the approval of the Resolution by Inspecs Shareholders representing
at least 75 per cent. of votes cast at the General Meeting.
· It is expected that the Scheme Document, containing further
information about the Acquisition and notices of the Court Meeting and General
Meeting, together with the associated Forms of Proxy and a Form of Election,
will be posted to Inspecs Shareholders as soon as practicable and in any event
within 28 days of this announcement (or such later time as Inspecs, Bidco and
the Panel agree).
· The Acquisition is expected to become Effective in the first
quarter of 2026, subject to the satisfaction or (where applicable) waiver of
the Conditions. An expected timetable of key events will be set out in the
Scheme Document.
Commenting on the Acquisition, Christopher Hancock, Senior Independent
Director and Acting Chair of Inspecs, said:
"Following the flotation of Inspecs Group PLC on AIM in 2020, founder, Robin
Totterman, and his management team used its listed status to build a leading
optics business operating on three continents. In recent years, however, the
Group has faced the challenges of a consolidating market place, a weak
European economy and US tariffs. Whilst the Group has begun to make progress
integrating and streamlining its international operations and has built
additional capacity in its Vietnam production facility, we believe that the
next phase of the Group's journey is best travelled as a private company.
Luke Johnson and Ian Livingstone's entrepreneurial expertise, financial
resources and vision for Inspecs, present an exciting opportunity for the
Group to continue to develop and grow. Following careful consideration,
therefore, the Board is recommending this cash offer from the Consortium
because it offers a positive outcome for all stakeholders, including
customers, employees and shareholders."
This summary should be read in conjunction with, and is subject to, the full
text of the following announcement (including the Appendices). The conditions
to, and certain further terms of, the Acquisition are set out in Appendix 1
to this announcement. The bases and sources for certain financial information
contained in this announcement are set out in Appendix 2 to this
announcement. Details of irrevocable undertakings received by Bidco are set
out in Appendix 3 to this announcement. Details of the Bidco Group, the
Consideration Shares and the Consideration Loan Notes are set out in Appendix
4 to this announcement. Certain definitions and terms used in this
announcement are set out in Appendix 5 to this announcement.
The person responsible for arranging release of this announcement on behalf of
Inspecs is Elliott Smith. Inspecs' Legal Entity Identifier is
2138008Z4S4DHR6NE933.
Enquiries
Bidco
c/o Cavendish
Cavendish (Financial Adviser to Bidco Group and the Consortium) 020 7220 0500
Henrik Persson
Matt Goode
Fergus Sullivan
Finn Gordon
Inspecs
c/o FTI Consulting
Peel Hunt (Financial Adviser, Rule 3 Adviser, Nominated Adviser and Broker to +44 (0)20 7418 8900
Inspecs)
George Sellar
Michael Nicholson
Andrew Clark
FTI Consulting (Financial PR to Inspecs) +44 (0) 20 3727 1000
Alex Beagley
Harriet Jackson
Amy Goldup
Harleena Chana
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.
Disclaimers
Cavendish Capital Markets Limited (Cavendish), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
as financial adviser exclusively for the Bidco Group and no one else in
connection with the matters set out in this announcement and will not regard
any other person as their client in relation to such matters and will not be
responsible to anyone other than the Bidco Group for providing the protections
afforded to clients of Cavendish nor for providing advice in relation to the
contents of, or any matter referred to in, this announcement or any
transaction or arrangement referred to herein. Neither Cavendish nor any of
its subsidiaries or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Cavendish in connection with this announcement, any statement contained
herein, any transaction or arrangement referred to herein, or otherwise.
Peel Hunt LLP (Peel Hunt), which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting as financial adviser,
nominated adviser and broker exclusively for Inspecs and no one else in
connection with the matters set out in this announcement and will not regard
any other person as their client in relation to such matters and will not be
responsible to anyone other than Inspecs for providing the protections
afforded to clients of Peel Hunt nor for providing advice in relation to the
contents of, or any matter referred to in, this announcement or any
transaction or arrangement referred to herein. Neither Peel Hunt nor any of
its subsidiaries or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Peel
Hunt in connection with this announcement, any statement contained herein, any
transaction or arrangement referred to herein, or otherwise.
Further information
This announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise, nor shall there be any purchase, sale, issuance or
transfer of securities of Inspecs or such solicitation in any jurisdiction in
contravention of applicable law. The Acquisition will be implemented solely
pursuant to the terms of the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document), which will
contain the full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any vote in respect of the Scheme
(or the Takeover Offer, if applicable) or other response in relation to the
Acquisition should be made only on the basis of the information contained in
the Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document).
This announcement has been prepared for the purpose of complying with English
law and the Takeover Code and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been prepared in
accordance with the laws or jurisdictions outside the United Kingdom.
This announcement is an advertisement and does not constitute a prospectus,
prospectus equivalent document or exempted document.
Inspecs will prepare the Scheme Document (or, if applicable, Bidco will
prepare the Offer Document) to be distributed to Inspecs Shareholders at no
cost to them. Inspecs and Bidco urge Inspecs Shareholders to read the Scheme
Document (or, if applicable, the Offer Document) when it becomes available
because it will contain important information relating to the Acquisition. Any
decision to vote in respect of the resolutions to be proposed at the Court
Meeting and the General Meeting should be based on the information contained
in the Scheme Document.
The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.
This announcement contains inside information in relation to Inspecs for the
purposes of Article 7 of the Market Abuse Regulation.
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 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. 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.
Other than in accordance with their legal or regulatory obligations, neither
Bidco nor Inspecs is under any obligation, and Bidco and Inspecs expressly
disclaim any intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm (London time) on the 10(th) business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10(th) business day following the announcement in which
any securities exchange offeror is first identified. Relevant persons who deal
in the relevant securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
and the documents required to be published by Rule 26 of the Takeover Code
will be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on the website of Risk Capital Partners
at www.riskcapitalpartners.co.uk (http://www.riskcapitalpartners.co.uk) and on
Inspecs' website at www.inspecs.com (http://www.inspecs.com) by no later than
12 noon (London time) on the Business Day following this announcement. For the
avoidance of doubt, neither the content of these websites nor of any website
accessible from hyperlinks set out in this announcement is incorporated by
reference or forms part of this announcement.
No profit forecasts, estimates or quantified financial benefits statements
No statement in this announcement is intended as, or is to be construed as, a
profit forecast, profit estimate or quantified financial benefits statement
for any period and no statement in this announcement should be interpreted to
mean that earnings or earnings per share for Inspecs for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Inspecs.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Inspecs Shareholders,
persons with information rights and participants in the Inspecs Share Plans
may request a hard copy of this announcement, free of charge, by contacting
Inspecs' registrars, Equiniti Limited, during business hours on +44 (0) 371
384 2030 or by submitting a request in writing to Aspect House, Spencer Road,
Lancing Business Park, Lancing, West Sussex, BN99 6DA, with an address to
which the hard copy may be sent. Calls are charged at the standard geographic
rate and will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate. For persons who receive a copy
of this announcement in electronic form or via a website notification, a hard
copy of this announcement will not be sent unless so requested. In accordance
with Rule 30.3 of the Takeover Code, such persons may also request that all
future documents, announcements and information to be sent to them in relation
to the Acquisition should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain other
information provided by Inspecs Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Inspecs may
be provided to Bidco during the offer period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.
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.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Inspecs confirms that, as
at 9 December 2025, it had 101,671,525 ordinary shares of £0.01 each in issue
with the International Securities Identification Number GB00BK6JPP03. Inspecs
holds no shares in treasury.
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.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND
INSPECS SHAREHOLDERS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO
THE ALTERNATIVE OFFER EXCEPT ON THE BASIS OF INFORMATION IN THE SCHEME
DOCUMENT WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
10 December 2025
RECOMMENDED ACQUISITION
of
Inspecs Group plc
by
Bidco 1125 Limited
(a newly formed company indirectly owned by Luke Johnson and Ian Livingstone)
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
1 Introduction
The boards of directors of Bidco and Inspecs are pleased to announce that they
have reached agreement on the terms and conditions of a recommended cash
acquisition to be made by Bidco for the entire issued, and to be issued,
ordinary share capital of Inspecs.
The Acquisition is intended to be implemented by way of a court‑sanctioned
scheme of arrangement under Part 26 of the Companies Act (although Bidco
reserves the right to effect the Acquisition by way of a Takeover Offer,
subject to the consent of the Panel).
2 The Acquisition
The Cash Offer
Under the terms of the Acquisition, which will be subject to the Conditions
and further terms set out in Appendix 1 to this announcement and to be set out
in the Scheme Document, Inspecs Shareholders at the Scheme Record Time will be
entitled to receive:
for each Inspecs Share held: 84 pence in cash
The Acquisition values the entire issued, and to be issued, ordinary share
capital of Inspecs at approximately £85.4 million on a fully diluted basis.
The Cash Offer represents a premium of approximately:
· 107.41 per cent. to the Closing Price of 40.5 pence per Inspecs
Share on 22 October 2025 (being the last Business Day before the date of the
Possible Offer Announcement);
· 91.91 per cent. to the average price of 43.8 pence per Inspecs
Share for the three month period ended at the close of business on the last
Business Day before the date of the Possible Offer Announcement; and
· 81.96 per cent. to the average price of 46.2 pence per Inspecs
Share for the 12 month period ended at the close of business on the last
Business Day before the date of the Possible Offer Announcement.
The Alternative Offer
As an alternative to the Cash Offer, Eligible Inspecs Shareholders may elect
to receive for each Inspecs Share they hold (i) one Consideration Share (being
an unlisted ordinary share in the capital of Topco), and (ii) 83.99 pence in
par value of Consideration Loan Notes (being consideration loan notes issued
by Midco as Midco Series Two Loan Notes), for each Inspecs Share they hold.
The Alternative Offer is not subject to any minimum floor but is (other than
in respect of elections made by Luke Johnson) subject to a maximum cap on the
number of elections for such Alternative Offer of 33,551,603 Inspecs Shares,
being as at the Latest Practicable Date, approximately 33 per cent. of the
existing issued ordinary share capital of Inspecs (the Alternative Offer
Maximum Cap). Should valid elections be received from Eligible Inspecs
Shareholders (excluding Luke Johnson) holding, in aggregate, in excess of the
Alternative Offer Maximum Cap then such excess elections for the Alternative
Offer will be subject to "scale back" as nearly as possible on a pro rata
basis and rounded down to the nearest whole number of Inspecs Shares. Inspecs
Shareholders will receive cash in lieu of any scaled back elections.
Luke Johnson, as noted above, is not a Voting Scheme Shareholder. He is a
joint offeror and is one of the funders of the Acquisition. Accordingly, he is
not subject to the Alternative Offer Maximum Cap and pursuant to the terms of
the Subscription Agreement, further details of which are set out in section 10
of this announcement, and his irrevocable undertaking detailed in Appendix 3
to this announcement, he has agreed to elect for the Alternative Offer in
respect of his entire existing holding of Inspecs Shares.
Eligible Inspecs Shareholders will be able to elect for the Alternative Offer
in relation to all but not some only of their holdings of Inspecs Shares.
Eligible Inspecs Shareholders who do not positively and validly elect to
receive the Alternative Offer, as well as Restricted Inspecs Shareholders,
will automatically receive the Cash Offer in respect of their entire holding
of Inspecs Shares. Further details in relation to making an election for the
Alternative Offer will be contained in the Scheme Document and Form of
Election.
The Consideration Shares and the Consideration Loan Notes have not been, and
will not be, registered under the US Securities Act or under the relevant
securities laws of any state or territory or other jurisdiction of the United
States, and will not be listed on any stock exchange in the United States and
may not be offered or sold in the United States absent registration or an
available exemption, or in a transaction not subject to, the registration
requirements of the US Securities Act. Accordingly, they will not be issued to
Inspecs Shareholders unless Bidco considers that they may be so issued
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act provided by Section
3(a)(10) of the US Securities Act or another available exemption under the US
Securities Act.
Where Bidco reasonably believes that an election for the Alternative by any
Inspecs Shareholder may result in a requirement for a registration or
qualification under the US Securities Act or any other securities laws in any
state or territory or other jurisdiction of the United States, Bidco will have
the right to deem that such Inspecs Shareholder has not elected for the
Alternative Offer and such Inspecs Shareholder will instead receive the Cash
Consideration in respect of the Inspecs Shares which were subject to such an
election in accordance with the terms of the Cash Offer.
The issue of any Consideration Shares and the Consideration Loan Notes
pursuant to the Alternative Offer will be subject to the Conditions and
further terms set out in Appendix 1 to this announcement and to be set out in
the Scheme Document.
For the purposes of Rule 24.11 of the Takeover Code, Cavendish, as financial
adviser to the Bidco Group, will provide an estimate of the value of a
Consideration Share and 83.99 pence in par value of Consideration Loan Notes,
together with the assumptions, qualifications and caveats forming the basis of
its estimate of value, in a letter to be included in the Scheme Document.
Upon the Acquisition becoming Effective, as a result of the irrevocable
undertakings described in paragraph 8, and assuming all remaining Eligible
Inspecs Shareholders who have not provided irrevocable undertakings elect to
receive the Cash Offer, the Consortium will hold approximately 78.5 per cent.
of the total issued Topco Ordinary Shares following the Effective Date. If
valid elections under the Alternative Offer reach the Alternative Offer
Maximum Cap, Rollover Shareholders (excluding Luke Johnson) will hold
approximately 33 per cent. of the total issued Topco Ordinary Shares,
excluding any possible dilution from additional subscription for Topco
Ordinary Shares by the Consortium to fund fees, expenses and costs in
connection with the Offer.
Further details on the about the Consideration Shares and Consideration Loan
Notes are set out in Appendix 4 to this announcement and will be included in
the Scheme Document.
Dividends
If, on or after the date of this announcement and prior to the Effective Date,
any dividend and/or other distribution and/or other return of capital or value
is announced, declared, made or paid or becomes payable in respect of the
Inspecs Shares, Bidco reserves the right to reduce the consideration payable
pursuant to the Cash Offer (and, as the case may be, the exchange ratio in
relation to the Alternative Offer) by an amount up to the aggregate amount of
such dividend and/or distribution and/or other return of capital or value. In
such circumstances, Inspecs Shareholders would be entitled to receive and
retain any such dividend, distribution and/or other return of capital or value
and any reference in this announcement to the consideration payable under the
terms of the Acquisition will be deemed to be a reference to the consideration
as so reduced. Any exercise by Bidco of its rights referred to in this
paragraph shall be the subject of an announcement and, for the avoidance of
doubt, shall not be regarded as constituting any revision or variation of the
terms of the Scheme or the Acquisition. In such circumstances, Inspecs
Shareholders would be entitled to receive and retain any such dividend,
distribution and/or other return of capital or value.
3 Background to and reasons for the Acquisition
Luke Johnson and Ian Livingstone (who have together formed Bidco and the Bidco
Group) have followed the recent progress of the Company and formed a strong
appreciation of Inspecs' underlying strengths and long-term potential.
Luke Johnson has chaired or founded various companies, including the private
equity firm Risk Capital Partners, which has invested in a range of
industries. He has developed a detailed understanding of the Company, its
operations, financial performance and strategic positioning through an
extended period of engagement prior to and since his initial investment in the
Company earlier in 2025. Ian Livingstone has extensive experience in retail
and consumer-facing business, including the optical industry where he was
previously the Chairman of the Optika Clulow retail chain owning over 200
optician stores including David Clulow and Sunglass Hut.
The Consortium believes Inspecs to be well-positioned within its sector and
sees a meaningful opportunity to enhance its competitive platform, accelerate
organic growth, improve profitability and deliver enhanced long-term value for
its stakeholders, despite the recent trading challenges faced by it.
The Consortium also recognises the progress made in delivering Inspecs'
medium-term strategy. It has great confidence in Inspecs' existing strategy,
leadership and long-term prospects, and intends to build upon the existing
foundations to capture further growth opportunities.
The Consortium believes that a renewed ownership structure, within a private
company environment, will provide the most effective environment to unlock
Inspecs' full potential. Free from the constraints associated with maintaining
a public listing, the Company would gain greater financial and strategic
flexibility and be able to pursue long-term initiatives that maximise
sustainable growth. Under the Consortium's ownership, Inspecs would benefit
from the Consortium's sector expertise and operational experience, supporting
management in driving performance and enhancing value for its stakeholders.
The Cash Offer represents an opportunity for Inspecs Shareholders to realise
their investment, in full and in cash, at a compelling price and against a
backdrop of considerable ongoing macroeconomic uncertainty and market
volatility. In addition, the Cash Offer provides shareholders with a rare
opportunity to realise their entire holding in a single transaction for fixed
consideration of 84 pence per Inspecs Share.
In addition, the Cash Offer represents a premium of approximately:
· 107.41 per cent. to the Closing Price of 40.5 pence per Inspecs
Share on 22 October 2025 (being the last Business Day before the date of the
Possible Offer Announcement);
· 91.91 per cent. to the average price of 43.8 pence per Inspecs
Share for the three month period ended at the close of business on the last
Business Day before the date of the Possible Offer Announcement; and
· 81.96 per cent. to the average price of 46.2 pence per Inspecs
Share for the 12 month period ended at the close of business on the last
Business Day before the date of the Possible Offer Announcement.
4 Recommendation
The Inspecs Directors, who have been so advised by Peel Hunt as to the
financial terms of the Cash Offer, consider the terms of the Cash Offer to be
fair and reasonable. In providing its advice to the Inspecs Directors, Peel
Hunt has taken into account the commercial assessments of the Inspecs
Directors. Peel Hunt is providing independent financial advice to the Inspecs
Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the Inspecs Directors intend to recommend unanimously that the
Inspecs Shareholders vote in favour of the Scheme at the Court Meeting and the
Resolution to be proposed at the General Meeting (or, in the event that the
Acquisition is implemented by way of a Takeover Offer, to accept or procure
the acceptance of the Takeover Offer), as the Inspecs Directors who hold
Inspecs Shares have irrevocably undertaken to do in respect of their and their
Connected Persons' entire beneficial holdings of Inspecs Shares, being, in
aggregate, 19,089,137 Inspecs Shares (representing approximately 18.78 per
cent. of the existing issued ordinary share capital of Inspecs, and
approximately 19.94 per cent. of the Voting Scheme Shares, as at close of
business on the Latest Practicable Date). Further details of these
undertakings are set out in Appendix 3 to this announcement
Peel Hunt are unable to advise the Inspecs Directors as to whether or not the
financial terms of the Alternative Offer are fair and reasonable. This is
because of the significant and variable impact of the disadvantages and
advantages of the Alternative Offer for individual Inspecs Shareholders,
including, in terms of the advantages, in particular, the ability to
participate in the future value creation of Inspecs and, in terms of the
disadvantages, in particular, the terms of the Consideration Shares and
Consideration Loan Notes, including the fact that that they are illiquid, the
level of uncertainty in their future value and the potential dilution that
would result if a Rollover Shareholder did not fund their pre-emptive
entitlement pursuant to any further issue of securities by Bidco in the period
following the Effective Date.
Accordingly, the Inspecs Directors are unable to form an opinion as to whether
or not the terms of the Alternative Offer are fair and reasonable and are not
making any recommendation to Inspecs Shareholders as to whether or not they
should elect for the Alternative Offer.
In considering the terms of the Alternative Offer, Peel Hunt and the Inspecs
Directors have considered the key disadvantages and advantages of electing for
the Alternative Offer outlined below.
Robin Totterman and Richard Peck have also each irrevocably undertaken to
elect for the Alternative Offer in respect of all of their current beneficial
holdings of Inspecs Shares (except for, in the case of Robin Totterman,
850,053 Inspecs Shares that are held in a pension fund that cannot hold
unlisted securities), as set out in Appendix 3 to this announcement, as they
each wish to hold an investment in Inspecs and each of their personal
circumstances mean that they are willing to hold unlisted, non-transferrable
instruments, and these factors, combined with their personal view of the
long-term potential of the Inspecs business under private ownership, outweigh
the other disadvantages listed in paragraph 4 of this Announcement.
Inspecs Shareholders are encouraged to take into account the disadvantages and
advantages set out below, as well as the risk factors and other investment
considerations in respect of the Alternative Offer outlined in paragraph 14
and their own particular circumstances, when deciding whether to elect for the
Alterative Offer. Inspecs Shareholders should also ascertain whether acquiring
or holding Consideration Shares and Consideration Loan Notes is affected by
the laws of the relevant jurisdiction in which they reside and consider their
individual tax and financial situation. Accordingly, Inspecs Shareholders are
strongly recommended to seek their own independent financial, tax and legal
advice in light of their own personal circumstances and investment objectives
before deciding whether to elect for the Alternative Offer. Any decision to
elect for the Alternative Offer should be based on independent financial, tax
and legal advice and full consideration of this announcement and, when
published, the Scheme Document.
In deciding which of the Cash Offer or Alternative Offer to elect for, the
attention of Eligible Inspecs Shareholders is drawn to certain advantages and
disadvantages relevant to such an election, as outlined below:
Disadvantages of electing for the Alternative Offer:
· upon the Effective Date, the Bidco Group will be controlled by the
Consortium who will be interested in a minimum of approximately 67 per cent.
of the voting rights in Topco (the actual percentage will depend on take-up of
the Alternative Offer and any additional subscriptions to Topco Ordinary
Shares by the Consortium under the Subscription Agreement in order to settle
certain fees, costs and expenses in relation to the Acquisition). Accordingly,
while the Consideration Shares will carry voting rights at general meetings of
Topco and the right to vote on written resolutions of shareholders of Topco,
the Consortium will be able to pass ordinary resolutions without other
Rollover Shareholders being able to block them. Rollover Shareholders which do
not form part of the Consortium will therefore have very limited influence
over decisions made by Topco in relation to its investment in Inspecs, the
Bidco Group or in any other business;
· the Consideration Shares and Consideration Loan Notes are shares
and loan notes both in an English private limited company. They are unquoted
and will not be listed or admitted to trading on any exchange or market for
the trading of securities (although Midco intends to apply for the
Consideration Loan Notes to be traded on a stock exchange in the Channel
Islands following the Effective Date), and will not be registered under the US
Securities Act and will therefore be illiquid. Any assessment of the value of
the Consideration Shares or the Consideration Loan Notes should therefore take
into account an individual Inspecs Shareholder's assessment of an appropriate
liquidity discount;
· the Consideration Shares and Consideration Loan Notes will have
very limited transfer rights and the Consideration Shares will be subject to
'drag-along' provisions in the articles of association of Topco. Accordingly,
Rollover Shareholders may be required by other holders of Topco shares to sell
their holdings pursuant to the exercise of the 'drag-along' provisions by
other Rollover Shareholders (as summarised in section 3 of Appendix 4). Any
transfer involving the application of 'drag-along' provisions may be at a
value that is more or less than the Cash Offer;
· Eligible Inspecs Shareholders making elections for the Alternative
Offer will have no certainty as to the precise amount of Consideration Shares
and Consideration Loan Notes they will receive because:
· the maximum number of Consideration Shares and Consideration Loan
Notes available to Inspecs Shareholders (other than Luke Johnson) under the
Alternative Offer will be limited by the Alternative Offer Maximum Cap of
33,551,603 Inspecs Shares, being, as at the Latest Practicable Date,
approximately, 33 per cent. of the existing ordinary share capital of Inspecs;
· to the extent that elections for the Alternative Offer cannot be
satisfied in full, then excess elections will be subject to "scale back" as
nearly as possible on a pro-rata basis and rounded down to the nearest whole
number of Inspecs Shares. Inspecs Shareholders will receive cash in lieu of
any scaled back elections;
· the Topco Investors may subscribe for additional Topco Ordinary
Shares and Midco Series 2 Loan Notes under the Subscription Agreement in order
to settle certain fees, costs and expenses in relation to the Offer. Such
subscriptions will dilute the Eligible Inspecs Shareholders validly electing
for the Alternative Offer; and
· certain rights and protections attaching to the Consideration
Shares and Consideration Loan Notes will depend on whether or not such
Rollover Shareholder holds above certain threshold amounts of Consideration
Shares and Consideration Loan Notes. As the number of Consideration Shares and
Consideration Loan Notes to be issued will be scaled back on a pro-rata basis
in circumstances where the number of elections (excluding elections made by
Luke Johnson) exceeds the Alternative Offer Maximum Cap, there can be no
certainty that Eligible Inspecs Shareholders will obtain the requisite number
of Consideration Shares or Consideration Loan Notes to afford themselves any
of those rights and protections;
· Consideration Shares and Consideration Loan Notes will be of
uncertain value and there can be no assurances that any such securities will
be capable of being sold in the future or that they will be capable of being
sold at the value to be estimated by Cavendish in the Scheme Document;
· Topco will not pay any distributions, other than with Investor
Consent. It is not anticipated that Topco will pay any distributions;
· Midco will be required to deduct UK income tax from interest
payments it makes to holders of the Consideration Loan Notes (unless a
relevant relief or exemption applies);
· in relation to any further issues of securities, if Rollover
Shareholders wish to avoid their percentage interest in Topco being reduced by
any such issue, they will need to invest further cash sums in Topco. In
particular, Rollover Shareholders who do not elect to exercise their
pre-emption rights by investing the necessary cash sums in respect of any
further issues of securities by Topco may suffer significant dilution in their
percentage ownership;
· whilst it is expected that the rollover mechanism described in
Appendix 4 will be treated as a reorganisation (and so as not involving a
disposal by relevant Inspecs Shareholders) for UK capital gains tax purposes,
whether that is the case will depend on the precise details of the rollover
and on the application of relevant anti-avoidance rules. The treatment of the
rollover mechanism as a reorganisation for UK capital gains tax purposes
cannot therefore be guaranteed. If the rollover mechanism were not treated as
a reorganisation, Inspecs Shareholders who elect for the Alternative Offer
and receive Consideration Shares and Consideration Loan Notes, and who
are subject to tax in the UK, would be treated as disposing of their Inspecs
Shares for UK capital gains tax purposes. Depending on the individual Inspecs
Shareholder's circumstances and subject to any available reliefs and
exemptions, this may give rise to UK tax for an Inspecs Shareholder;
· Rollover Shareholders will only have customary information rights
if they are represented on the board of Topco, and therefore many Rollover
Shareholders (in particular smaller minority holders) will have limited or no
visibility over decisions made by Topco in relation to its investment in, or
the strategy of, the Bidco Group or any of its current or prospective
businesses;
· Eligible Inspecs Shareholders will only be able to elect for the
Alternative Offer in relation to their entire holding of Inspecs Shares and
not part only (subject to scale back as set out in paragraph 2 above);
· the right of Rollover Shareholders to participate in future issues
of securities by the Bidco Group will also be subject to other important
exceptions. For example:
· if Topco introduces one or more management incentive plans for
actual or potential employees, directors, officers and consultants of the
Bidco Group after the Effective Date that provide participants with an
interest in securities in the Bidco Group, such issue(s) could potentially
significantly dilute the Consideration Shares;
· the Bidco Group may not receive material cash on the issue of any
such securities and the returns on such securities may potentially be
structured to increase their proportional interest in the value of the Bidco
Group if it increases in value (whether pursuant to a ratchet mechanism or
otherwise); and
· the holders of Consideration Shares will not be entitled to
participate in issues of securities by the Bidco Group in certain other cases,
including in consideration for, or in connection with, its acquisition of
other assets or companies or part of any other businesses or undertakings;
· the holders of Consideration Shares and Consideration Loan Notes
will not enjoy any minority protections or other rights, except for those
rights prescribed by applicable law or as described in Appendix 4 to this
announcement;
· there can be no certainty or guarantee as to the performance of the
Bidco Group or the Inspecs Group following the Effective Date and past
performance cannot be relied upon as an indication of future performance or
growth;
· following the Effective Date, Inspecs will remain subject to the
risks associated with the industry in which it operates. Accordingly, Rollover
Shareholders will continue to be exposed to such risk;
· the Consideration Shares will be subject to 'swamping' provisions
in the articles of association of Topco. Accordingly: (i) Rollover
Shareholders may cease to have voting rights in respect of Topco, and will be
obliged to cooperate with any action proposed by the Topco Investors; and (ii)
any directors appointed by a Rollover Shareholder may cease to have voting
rights at meetings of the Topco board (or any committee of the Topco Board),
in each case if the financial performance of the Inspecs Group declines to
such an extent as to trigger one of the relevant thresholds; and
· the Inspecs Shares are currently admitted to trading on AIM and
Inspecs Shareholders are afforded certain standards and protections under the
AIM Rules, including in respect of disclosure, whereas the Consideration
Shares will be unlisted securities in a private company. Rollover Shareholders
who receive Consideration Shares will not be afforded protections commensurate
with those that they currently benefit from as shareholders in Inspecs as a
public or listed company, including pursuant to the Takeover Code or the AIM
Rules.
Advantages of electing for the Alternative Offer
· the Alternative Offer allows Eligible Inspecs Shareholders to
invest directly in the Bidco Group, providing continued economic exposure
(indirectly) to Inspecs under private ownership, without the costs associated
with being a public company;
· the Alternative Offer allows Eligible Inspecs Shareholders to
participate in potential future value creation and may ultimately deliver
greater value than the Cash Offer (although this cannot be guaranteed); and
· from completion of the Acquisition, the Consideration Shares will
rank economically pari passu with the Topco Ordinary Shares held by the
Consortium, and will carry pro rata entitlement to dividends, distributions
and returns of capital (although these are not anticipated so long as Inspecs
and any other entity in the Bidco Group has any secured debt outstanding).
Further details in relation to the Alternative Offer and which Inspecs
Shareholders are ineligible to participate will be contained in the Scheme
Document and the related Form of Election. The key terms and conditions of the
Alternative Offer, alongside the key rights and restrictions attached to the
Consideration Shares, are set out in Appendix 4 to this announcement.
5 Background to and reasons for the recommendation
Inspecs completed its AIM IPO in early 2020 at a price of 195 pence per share
with the ambition of using its listing as a platform to support its growth
ambitions within the global eyewear industry, particularly through M&A
opportunities. Inspecs successfully delivered on this strategy in the initial
years post-IPO, completing several transactions, including the
transformational acquisition of Eschenbach in late 2020.
In recent years, however, Inspecs' financial performance has been below market
expectations as it operated against a backdrop of highly challenging market
conditions. This was reflected in a decline in Inspecs' share price to the
Closing Price per Inspecs Share of 40.5 pence on 22 October 2025, being the
last Business Day prior to the Offer Period.
In particular, Inspecs has faced weak consumer demand in continental Europe
(especially Germany where the impact of the war in Ukraine was most
pronounced), a significant reduction in its sales to GrandVision following the
retailer's acquisition by EssilorLuxottica and turbulence in the US market,
with increased tariffs imposed on goods produced in China and Vietnam
(Inspecs' principal manufacturing locations), creating material uncertainty
with customers that has disrupted demand.
Inspecs has also faced challenges with the performance of certain business
areas, for example its Norville lens manufacturing site that was discontinued
this year as it remained loss-making as a result of insufficient scale.
These trading headwinds continue to impact the business and were reflected in
Inspecs' interim results published on 18 September 2025, which noted 'current
trading in the first two months of H2 is slightly behind plan' and the
announcement dated 20 November 2025 further reducing Inspecs' expectations of
revenue and underlying EBITDA for the current year to approximately £191m and
£17.7m, respectively.
The resulting negative impact of these challenges on Inspecs' market
capitalisation, valuation multiple and trading liquidity has meant that
Inspecs' public listing no longer provides an effective platform through which
it can raise capital and deliver on its M&A growth strategy.
Despite these challenges, the Inspecs Directors believe Inspecs has made
significant progress with integrating and streamlining its international
operations across four principal business units, Tura (USA), Eschenbach
(Europe), Inspecs (UK) and Killine (China & Vietnam), as well as
rightsizing its cost base, investing in additional capacity and capability in
its Vietnam production site and positioning the Group for growth as underlying
markets improve. The Inspecs Directors acknowledge, however, that this growth
could take some time and remains subject to significant uncertainty concerning
external factors affecting Inspecs' business.
As a result, Inspecs has been in discussions with H2 Equity Partners Ltd.
(H2EP) since June 2025 and with the Consortium since August 2025 in respect of
possible offers for Inspecs. Following initial pricing discussions with both
parties, Inspecs consulted its major internal and external shareholders in
order to assess the viability of a possible transaction prior to facilitating
an extensive due diligence progress.
On 21 October 2025, Inspecs received a proposal from Safilo Group S.p.A
(Safilo) to acquire the Eschenbach Group and BoDe businesses of Inspecs (the
Safilo Asset Proposal).
The Offer Period commenced on 23 October 2025 following an announcement made
in response to press speculation. That announcement identified H2EP and the
Consortium as potential offerors, and Safilo as a potential bidder for certain
Inspecs assets.
Subsequent to that date, Safilo submitted offers to acquire Inspecs (the
Safilo Offer) as an alternative proposal to the Safilo Asset Proposal. The
Inspecs Board, together with its advisers, considered both the Safilo Asset
Proposal and that the Safilo Offer and concluded that the Safilo Offer
fundamentally undervalued Inspecs and the Safilo Asset Proposal was not in the
best interests of Inspecs Shareholders in the absence of a deliverable
proposal for Inspecs' remaining assets that would represent attractive value
for Inspecs Shareholders. The Inspecs Board therefore unequivocally rejected
both the Safilo Asset Proposal and the Safilo Offer. Notwithstanding this
rejection, and in accordance with its obligations under the Takeover Code, the
Inspecs Board provided access to the information that had been made available
to H2EP and the Consortium.
Following the substantive completion of their due diligence processes, H2EP
and the Consortium were invited by Inspecs to participate in a private,
structured bidding process to elicit proposals for the Inspecs Board to
consider. The process resulted in H2EP making a proposal that offered higher
cash proceeds to Inspecs Shareholders than the proposal advanced by the
Consortium. Subsequent to the process completing, the Consortium increased its
proposal to match the cash proceeds offered by H2EP. Over the course of
discussions, both parties materially increased the headline terms of their
proposals.
In considering the financial terms of the Acquisition, the Inspecs Directors
have taken into account a number of factors including:
· the inherent uncertainty of the delivery of future value that
exists in the business following recent difficult trading conditions;
· the significant costs of being listed, coupled with limited
benefits;
· at 84 pence per Inspecs Share, the Cash Offer price represents a
premium of:
· approximately 93.80 per cent to the volume weighted average price
for the 30-day period to the last Business Day before the commencement of the
Offer Period;
· approximately 89.16 per cent to the volume weighted average price
for the six month period to the last Business Day before the commencement of
the Offer Period; and
· approximately 107.41 per cent to the closing price on the last
Business Day before the commencement of the Offer Period.
In considering the Acquisition, the Inspecs Directors have also taken into
account:
· Bidco's stated intentions for the business and its employees. The
Inspecs Directors believe that the Acquisition represents an opportunity that
results in a positive outcome for all stakeholders, including customers,
employees and shareholders;
· the views of the Inspecs management team (including the Company's
largest shareholder, Robin Totterman), as evidenced by the irrevocable
undertakings given to Bidco by them; and
· feedback received from Inspecs' major institutional shareholders.
Accordingly, after careful consideration together with Peel Hunt as to the
financial terms, the Inspecs Directors believe that the Cash Offer provides an
opportunity for Inspecs Shareholders to realise an immediate cash return for
their entire shareholding at an attractive valuation, assessed against the
risk-adjusted return that may be achieved by executing Inspecs' strategy as a
smaller, listed company.
6 Information relating to the bidco group
Bidco is a private limited company incorporated in England and Wales, which
was recently established, along with its related parent companies, Midco and
Topco (both private limited companies incorporated in England and Wales), by
the Consortium specifically for the purpose of the Acquisition.
The Consortium is composed of Luke Johnson and Ian Livingstone.
Luke Johnson is a well-known entrepreneur and investor. Since serving as
chairman of and significant investor in PizzaExpress during its rapid
expansion in the 1990s, he has been involved in numerous successful ventures,
including his role at and investment in Gail's Bakeries amongst many others.
Mr Johnson has chaired or founded various companies, including the private
equity firm Risk Capital Partners, which has invested in a range of
industries, and previously as chairman of Channel 4 Television Corporation.
As at close of business on the Latest Practicable Date, Luke Johnson holds or
controls, in aggregate 5,959,270 Inspecs Shares, representing approximately
5.86 per cent. of Inspecs' existing issued ordinary share capital. Luke
Johnson is not a Voting Scheme Shareholder and is a joint offeror for the
purposes of the Takeover Code. Instead of voting at the Court Meeting, he will
confirm his approval of, and agreement to be bound by, the Scheme in a letter
of confirmation to the Court. He has agreed to elect for the Alternative Offer
in respect of his entire existing holding of Inspecs Shares.
Ian Livingstone is a property investor. His principal business, London &
Regional Group, is a global portfolio of commercial real estate and
hospitality assets worth over £10 billion. He has extensive experience in
retail and consumer-facing business, including the optical industry where he
was previously the Chairman of the Optika Clulow retail chain owning over 200
optician stores including David Clulow and Sunglass Hut.
7 Information relating to Inspecs
Inspecs is a leading provider of eyewear solutions to the global eyewear
market. The Inspecs Group produces a broad range of eyewear frames and low
vision aids, covering optical, sunglasses and safety, which are either
"Branded" (under licence or under the Inspecs Group's own proprietary brands),
or "OEM" (unbranded or private label on behalf of retail customers).
Inspecs is building a global eyewear business through its vertically
integrated business model. Its continued growth is underpinned by six core
pillars: increasing the penetration of its own-brand portfolio, increasing
distribution, growing its travel retail markets, maximising group synergies,
expanding its manufacturing capacity and scaling the research and development
department as it develops new and innovative eyewear products.
The Inspecs Group has operations across the globe: with offices and
subsidiaries in the UK, Germany, Portugal, Scandinavia, the US and China
(including Hong Kong, Macau and Shenzhen), and manufacturing facilities in
Vietnam, China, the UK and Italy.
Inspecs customers are global optical and non-optical retailers, global
distributors and independent opticians. Its distribution network covers over
80 countries and reaches approximately 75,000 points of sale.
8 Irrevocable undertakings
Each of the Inspecs Directors who holds Inspecs Shares has irrevocably
undertaken to vote (or procure the vote) in favour of the resolutions relating
to the Scheme and the Acquisition at the Meetings (or, in the event that the
Acquisition is implemented by a Takeover Offer, to accept or procure
acceptance of the Takeover Offer) in respect of their and their Connected
Persons' entire beneficial holdings of Inspecs Shares, being, in aggregate,
19,089,137 Inspecs Shares (representing approximately 18.78 per cent. of the
existing issued ordinary share capital of Inspecs, and approximately 19.94 per
cent. of the Voting Scheme Shares, as on the Latest Practicable Date). Each of
the Inspecs Directors has also irrevocably undertaken to vote against any
competing proposal.
In addition, Bidco has received irrevocable undertakings to vote (or, procure
the vote) in favour of the resolutions relating to the Scheme and the
Acquisition at the Meetings (or, in the event that the Acquisition is
implemented by a Takeover Offer, to accept or procure acceptance of the
Takeover Offer), from Luke Johnson, Christopher Kay and Downing LLP in respect
of, in aggregate, 16,726,769 Inspecs Shares (representing approximately 16.45
per cent. of the existing issued ordinary share capital of Inspecs, and
approximately 11.25 per cent. of the Voting Scheme Shares, as on the Latest
Practicable Date). Luke Johnson is not considered to be a Voting Scheme
Shareholder and his irrevocable undertaking therefore only relates to his vote
on the resolution at the General Meeting (and not his vote on the Scheme at
the Court Meeting). Luke Johnson and Christopher Kay have also irrevocably
undertaken to vote against any competing proposal.
Therefore, as at the date of this Announcement, Bidco has received irrevocable
undertakings in respect of, in aggregate, 35,815,906 Inspecs Shares
representing approximately 35.23 per cent. of the issued ordinary share
capital of Inspecs, and approximately 31.19 per cent. of the Voting Scheme
Shares as at the Latest Practicable Date.
Further details of these irrevocable undertakings (including the circumstances
in which they cease to be binding) are set out in Appendix 3 to this
announcement.
9 STRATEGIC PLANS FOR INSPECS, ITS Directors, management, employees, pensions, locations, assets AND OTHER MATTERS
Bidco's strategic intentions for Inspecs
The Consortium believes the Cash Offer represents an attractive opportunity to
support Inspecs in delivering its strategy and medium-term targets of
accelerated revenue growth, enhanced operational strength and sustainable
leverage.
As a private company, Inspecs would benefit from greater financial and
strategic flexibility, while drawing on the Consortium's experience in retail
and consumer-facing businesses, including the optical industry. Inspecs will
gain from the operational experience of Ian Livingstone, who, alongside
Inspecs' Chief Executive Officer, Richard Peck, successfully grew Optika from
a single store into the Optika Clulow group, with David Clulow as one of the
UK's most recognisable optical retail brands.
The Consortium intends to create an ownership structure that, within a private
environment, will better position Inspecs to strengthen its platform,
accelerate organic growth and enhance profitability.
The Consortium intends to work closely with Inspecs' management team to
realise identified market opportunities and support the delivery of the
Company's strategic priorities, while maintaining a continued focus on the
mid-market and premium eyewear segments. Drawing on its sector expertise and
operational experience, the Consortium will support Inspecs in executing its
growth strategy and enhancing operational performance.
Through Luke Johnson's shareholding in Inspecs, the Consortium has developed a
comprehensive understanding of Inspecs' operations, markets and competitive
positioning. This insight underpins the Consortium's commitment to support
Inspecs' ongoing strategy within a private company environment. Working
alongside the Company's management team, the Consortium plans to refine and
evolve that strategy as Inspecs benefits from the removal of the requirements
associated with its status as a listed company.
Management and employees of Inspecs
Having engaged with Inspecs' management team and employees, the Consortium
attaches significant value to their knowledge, skills and significant
experience, recognising their importance in driving Inspecs' long-term growth
and success.
It is expected that, following the Scheme becoming Effective the Acquisition
will likely involve the rationalisation of certain administrative functions
which have historically been maintained by reason of Inspecs' status as a
listed company. These functions will no longer be necessary, or reduced in
scale, to reflect Inspecs ceasing to be an AIM-quoted company. The impact of
this rationalisation is expected to be limited to a small number of roles in
specific areas. In addition, it is anticipated that Inspecs' non-executive
directors will resign as directors of Inspecs with effect from the Scheme
becoming Effective and will receive payment in lieu of their respective
contractual notice periods.
The Consortium is supportive of the management's group reorganisation as
described in the Company's interim results for the six months ended 30 June
2025. Save for the above, following the completion of the reorganisation of
the USA frame business and European subsidiaries, alongside the closure of
Norville, the Consortium does not intend to make any material changes to the
continued employment or the conditions of employment of the management and
employees of Inspecs, nor does it intend to make any material change in the
balance of the skills and functions of the employees and management of
Inspecs.
Accordingly, save as otherwise set out in this paragraph 9, the Consortium
does not intend for the prospects of the employees of Inspecs to be adversely
affected by the implementation of the Acquisition.
Existing employment rights and pension
The Consortium intends to fully safeguard the existing contractual and
statutory employment rights and pension rights of all Inspecs management and
employees in accordance with contractual and statutory requirements. The
Consortium further confirms that it does not intend to make any changes to
Inspecs' existing pension arrangements, including with regard to employer
contributions into such schemes and the admission of new members, or to the
accrual of existing benefits for existing members.
Research and development
The Consortium recognises the importance of research and development (R&D)
to Inspecs' long-term success and the value of collaborative innovation with
customers and strategic partners. Following the Scheme becoming Effective, the
Consortium will seek to better understand the existing structure of Inspecs'
R&D function and will evaluate opportunities to enhance this function. Any
changes to Inspecs' R&D functions are expected to be minimal.
Locations of business, fixed assets, headquarters and research and development
Following the Scheme becoming Effective, the Consortium does not intend to
carry out any changes in the location of the HQ functions of Inspecs. The
Consortium also intends to maintain Inspecs' existing production facilities in
China and Vietnam and its holding and/or trading companies across Europe and
the United States.
The Consortium intends to review the costs associated with all Inspecs offices
and facilities to assess whether operational efficiencies can be made. Any
such review will be undertaken with the objective of supporting long-term
sustainable growth.
Save as set out above, the Consortium does not intend to make any material
changes to Inspecs' business locations, headquarters (and headquarters
functions) or fixed assets as a result of the Acquisition.
Trading facility
Inspecs is currently admitted to trading on AIM. As set out in paragraph 16
below, an application will be made to the London Stock Exchange for the
cancellation of the admission to trading of Inspecs Shares on AIM shortly
following the Effective Date.
It is also intended that Inspecs will be re-registered as a private limited
company and for this to take effect as soon as practicable following the
Effective Date.
Post-offer undertakings
None of the statements in this paragraph 9 constitute "post-offer
undertakings" for the purposes of Rule 19.5 of the Takeover Code.
10 Financing of the Acquisition
In accordance with Rule 2.7(d), Cavendish, in its capacity as financial
adviser to the Bidco Group, is satisfied that sufficient resources are
available to Bidco to enable it to satisfy in full the Cash Consideration
payable to Inspecs Shareholders in the event of full acceptance of, and in
accordance with, the terms of the Acquisition.
Assuming that the Cash Consideration is payable to all Inspecs Shareholders
(save for those who have irrevocably undertaken to elect to receive the
Alternative Offer pursuant to the terms of the Scheme and their irrevocable
undertakings), the Cash Consideration element of the Acquisition would require
a maximum cash payment of approximately £85.4 million by Bidco.
The maximum Cash Consideration payable under the terms of the Acquisition will
be funded by:
· Bidco's cash resources made available from Topco, via Midco
pursuant to certain intragroup loan agreements, following the subscriptions by
the Topco Investors for Topco Ordinary Shares, Midco Series One Loan Notes and
Midco Series Two Loan Notes, pursuant to the Subscription Agreement; and
· £20 million available from a term acquisition facility which Bidco
has entered into with HSBC UK Bank plc.
Further information on the financing of the Acquisition will be set out in the
Scheme Document.
11 Offer‑related and other related arrangements
Confidentiality Agreement
Inspecs, Ian Livingstone and Risk Capital entered into a confidentiality
agreement on 18 September 2025 pursuant to which both parties have undertaken
to keep, and to procure that certain of their respective representatives keep,
certain information relating to each other confidential and not to disclose
such information to third parties except to certain permitted disclosees for
the purposes of evaluating the Acquisition or if required by applicable laws
or regulations.
These confidentiality obligations will remain in force for a period of 12
months from the date of the Confidentiality Agreement (or, if earlier, until
completion of the Acquisition). The Confidentiality Agreement contains
standstill provisions which restrict the Consortium and its affiliates from
acquiring or offering to acquire interests in certain securities of Inspecs
for a period of nine months from the date of the Confidentiality Agreement,
which ceased to apply on the making of this Announcement.
Cooperation Agreement
Pursuant to the Cooperation Agreement, Bidco and Inspecs have agreed to
co-operate and provide each other with reasonable information and assistance
in relation to any filings, submissions and notifications in relation to the
satisfaction of Condition 3 as set out in Appendix 1 to this Announcement (if
and to the extent that, in the case of Conditions 3.1, 3.2 and 3.5, the
relevant third party under that Condition is a regulatory authority). Bidco
has also agreed to provide Inspecs with such information, assistance and
access as may reasonably be required for the preparation of the Scheme
Document.
The Cooperation Agreement records Bidco and Inspecs' intention to implement
the Acquisition by way of a Scheme, subject to the ability to Bidco to
implement the Acquisition by way of a Takeover Offer in the circumstances
described in the Cooperation Agreement.
The Cooperation Agreement will terminate in certain circumstances, including
(but not limited to) if:
· agreed in writing between Bidco and Inspecs at any time prior to
the Effective Date;
· the Inspecs Directors make a change to their recommendation;
· prior to the Long Stop Date, any Condition has been invoked by
Bidco (where the invocation of the relevant Condition has been specifically
permitted by the Panel) or a third party announces a firm intention to make an
offer or revised offer which completes, becomes effective, or is declared or
becomes unconditional;
· a competing proposal is recommended by the Inspecs Directors or
completes, becomes effective, or is declared or becomes unconditional;
· the Acquisition (whether implemented by way of the Scheme or a
Takeover Offer) lapses, terminates or is withdrawn in accordance with its
terms on or prior to the Long Stop Date and, where required, with the consent
of the Panel (other than where such lapse or withdrawal is as a result of an
agreed switch to a Takeover Offer);
· the Scheme is not approved by the requisite majorities of the
Voting Scheme Shareholders at the Court Meeting and/or the Inspecs
Shareholders at the General Meeting; or
· unless otherwise agreed by Bidco and Inspecs in writing or
required by the Panel, the Effective Date has not occurred on or before the
Long Stop Date.
The Cooperation Agreement also contains provisions that will apply in respect
of the treatment of Inspecs Share Plans.
Subscription Agreement
Pursuant to the Subscription Agreement, the Topco Investors have agreed that
they will subscribe for (i) the Midco Series One Loan Notes at an aggregate
price of £5,000,000, and (ii) up to 60,595,238 Topco Ordinary Shares and up
to £45,893,940.48 in Midco Series Two Loan Notes at an aggregate price of up
to £45,900,000, so as to provide Bidco (via certain intragroup loan
agreements) with the amount required (alongside the £20 million from the
Facility Agreement) to satisfy the maximum aggregate Cash Consideration
payable in accordance with the Scheme (having regard to the irrevocable
undertakings already received from certain Scheme Shareholders to elect to
receive the Alternative Offer pursuant to the terms of the Scheme) and to
satisfy certain fees and expenses in connection with the implementation of the
Acquisition. These subscription obligations are conditional upon the Scheme
becoming Effective. The subscription monies shall be made available to Bidco
no later than ten calendar days after the date on which the Scheme becomes
Effective.
12 Inspecs Share PlanS
Participants in the Inspecs Share Plans will be contacted regarding the effect
of the Acquisition on their options and awards under the Inspecs Share Plans.
Details of the impact of the Scheme on the Inspecs Share Plans and the
proposals, if any, will be set out in the Scheme Document.
The Acquisition will apply to any Inspecs Shares which are unconditionally
allotted, issued or transferred to satisfy the vesting of awards or the
exercise of options under the Inspecs Share Plans before the Scheme Record
Time.
The Scheme will not apply to Inspecs Shares issued after the Scheme Record
Time. However, it is proposed to amend Inspecs' articles of association at the
General Meeting to provide that, if the Scheme becomes Effective, any Inspecs
Shares issued to any person after the Scheme Record Time will be automatically
transferred, consistent with the terms of the Scheme, to Bidco in
consideration for the payment by Bidco to such persons of 84 pence in cash for
each Inspecs Share so transferred.
Pursuant to the terms of the Cooperation Agreement, it has been agreed that
Bidco will not make proposals under Rule 15 of the Takeover Code to the
participants in the Inspecs Share Plans on the basis that the outstanding
options under the Inspecs Share Option Plans are not expected to vest and/or
be exercised as either the relevant performance conditions have not been
satisfied or the options are "under water".
13 Disclosure of interests in Inspecs securities
Except for the irrevocable undertakings referred to in paragraph 8 above and
Appendix 3 and the 5,959,270 Inspecs Shares held or controlled by Luke
Johnson, as at the close of business on the Latest Practicable Date, no member
of the Bidco Group, nor any of its directors, nor, so far as Bidco is aware,
any person treated as acting in concert (within the meaning of the Takeover
Code) with it for the purposes of the Acquisition (i) had any interest in or
right to subscribe for any relevant securities of Inspecs, or (ii) had any
short positions in respect of relevant securities of Inspecs (whether
conditional or absolute and whether in the money or otherwise), including any
short position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take delivery, or
(iii) has borrowed or lent any relevant securities of Inspecs (including, for
these purposes, any financial collateral arrangements of the kind referred to
in Note 3 on Rule 4.6 of the Takeover Code) save for any borrowed shares which
have been either on-lent or resold, or (iv) is a party to any dealing
arrangement of the kind referred to in Note 11 on the definition of acting in
concert in the Takeover Code.
14 Risk factors and other investment considerations
The attention of Eligible Inspecs Shareholders who may consider electing for
the Alternative Offer is drawn to certain risk factors and other investment
considerations relevant to such an election. These will be set out in full in
the Scheme Document but will include, inter alia, the following:
· upon the Effective Date, the Bidco Group will be controlled by the
Consortium who will be interested in a minimum of approximately 67 per cent.
of the voting rights in Topco (the actual percentage will depend on take-up of
the Alternative Offer and any additional subscriptions to Topco Ordinary
Shares by the Consortium under the Subscription Agreement in order to settle
certain fees, costs and expenses in relation to the Acquisition). Accordingly,
while the Consideration Shares will carry voting rights at general meetings of
Topco and the right to vote on written resolutions of shareholders of Topco,
the Consortium will be able to pass ordinary resolutions without other
Rollover Shareholders being able to block them. Rollover Shareholders which do
not form part of the Consortium will therefore have very limited influence
over decisions made by Topco in relation to its investment in Inspecs, the
Bidco Group or in any other business;
· the Consideration Shares and Consideration Loan Notes are shares
and loan notes both in an English private limited company. They are unquoted
and will not be listed or admitted to trading on any exchange or market for
the trading of securities (although Midco intends to apply for the
Consideration Loan Notes to be traded on a stock exchange in the Channel
Islands following the Effective Date), and will not be registered under the US
Securities Act and will therefore be illiquid. Any assessment of the value of
the Consideration Shares or the Consideration Loan Notes should therefore take
into account an individual Inspecs Shareholder's assessment of an appropriate
liquidity discount;
· the Consideration Shares and Consideration Loan Notes will have
very limited transfer rights and the Consideration Shares will be subject to
'drag-along' provisions in the articles of association of Topco. Accordingly,
Rollover Shareholders may be required by other holders of Topco shares to sell
their holdings pursuant to the exercise of the 'drag-along' provisions by
other Rollover Shareholders (as summarised in section 3 of Appendix 4). Any
transfer involving the application of 'drag-along' provisions may be at a
value that is more or less than the Cash Offer;
· Eligible Inspecs Shareholders making elections for the Alternative
Offer will have no certainty as to the precise amount of Consideration Shares
and Consideration Loan Notes they will receive because:
· the maximum number of Consideration Shares and Consideration Loan
Notes available to Inspecs Shareholders (other than Luke Johnson) under the
Alternative Offer will be limited by the Alternative Offer Maximum Cap of
33,551,603 Inspecs Shares, being, as at the Latest Practicable Date,
approximately 33 per cent. of the existing ordinary share capital of Inspecs;
· to the extent that elections for the Alternative Offer cannot be
satisfied in full, then excess elections will be subject to "scale back" as
nearly as possible on a pro-rata basis and rounded down to the nearest whole
number of Inspecs Shares. Inspecs Shareholders will receive cash in lieu of
any scaled back elections;
· the Topco Investors may subscribe for additional Topco Ordinary
Shares and Midco Series 2 Loan Notes under the Subscription Agreement in order
to settle certain fees, costs and expenses in relation to the Offer. Such
subscriptions will dilute the Eligible Inspecs Shareholders validly electing
for the Alternative Offer; and
· certain rights and protections attaching to the Consideration
Shares and Consideration Loan Notes will depend on whether or not such
Rollover Shareholder holds above certain threshold amounts of Consideration
Shares and Consideration Loan Notes. As the number of Consideration Shares and
Consideration Loan Notes to be issued will be scaled back on a pro-rata basis
in circumstances where the number of elections (excluding elections made by
Luke Johnson) exceeds the Alternative Offer Maximum Cap, there can be no
certainty that Eligible Inspecs Shareholders will obtain the requisite number
of Consideration Shares or Consideration Loan Notes to afford themselves any
of those rights and protections;
· Consideration Shares and Consideration Loan Notes will be of
uncertain value and there can be no assurances that any such securities will
be capable of being sold in the future or that they will be capable of being
sold at the value to be estimated by Cavendish in the Scheme Document;
· Topco will not pay any distributions, other than with Investor
Consent. It is not anticipated that Topco will pay any distributions;
· Midco will be required to deduct UK income tax from interest
payments it makes to holders of the Consideration Loan Notes (unless a
relevant relief or exemption applies);
· in relation to any further issues of securities, if Rollover
Shareholders wish to avoid their percentage interest in Topco being reduced by
any such issue, they will need to invest further cash sums in Topco. In
particular, Rollover Shareholders who do not elect to exercise their
pre-emption rights by investing the necessary cash sums in respect of any
further issues of securities by Topco may suffer significant dilution in their
percentage ownership;
· whilst it is expected that the rollover mechanism described in
Appendix 4 will be treated as a reorganisation (and so as not involving a
disposal by relevant Inspecs Shareholders) for UK capital gains tax purposes,
whether that is the case will depend on the precise details of the rollover
and on the application of relevant anti-avoidance rules. The treatment of the
rollover mechanism as a reorganisation for UK capital gains tax purposes
cannot therefore be guaranteed. If the rollover mechanism were not treated as
a reorganisation, Inspecs Shareholders who elect for the Alternative Offer
and receive Consideration Shares and Consideration Loan Notes, and who
are subject to tax in the UK, would be treated as disposing of their Inspecs
Shares for UK capital gains tax purposes. Depending on the individual Inspecs
Shareholder's circumstances and subject to any available reliefs and
exemptions, this may give rise to UK tax for an Inspecs Shareholder;
· Rollover Shareholders will only have customary information rights
if they are represented on the board of Topco, and therefore many Rollover
Shareholders (in particular smaller minority holders) will have limited or no
visibility over decisions made by Topco in relation to its investment in, or
the strategy of, the Bidco Group or any of its current or prospective
businesses;
· Eligible Inspecs Shareholders will only be able to elect for the
Alternative Offer in relation to their entire holding of Inspecs Shares and
not part only (subject to scale back as set out in paragraph 2 above);
· the right of Rollover Shareholders to participate in future issues
of securities by the Bidco Group will also be subject to other important
exceptions. For example:
· if Topco introduces one or more management incentive plans for
actual or potential employees, directors, officers and consultants of the
Bidco Group after the Effective Date that provide participants with an
interest in securities in the Bidco Group, such issue(s) could potentially
significantly dilute the Consideration Shares;
· the Bidco Group may not receive material cash on the issue of any
such securities and the returns on such securities may potentially be
structured to increase their proportional interest in the value of the Bidco
Group if it increases in value (whether pursuant to a ratchet mechanism or
otherwise); and
· the holders of Consideration Shares will not be entitled to
participate in issues of securities by the Bidco Group in certain other cases,
including in consideration for, or in connection with, its acquisition of
other assets or companies or part of any other businesses or undertakings;
· the holders of Consideration Shares and Consideration Loan Notes
will not enjoy any minority protections or other rights, except for those
rights prescribed by applicable law or as described in Appendix 4 to this
announcement;
· there can be no certainty or guarantee as to the performance of the
Bidco Group or the Inspecs Group following the Effective Date and past
performance cannot be relied upon as an indication of future performance or
growth;
· following the Effective Date, Inspecs will remain subject to the
risks associated with the industry in which it operates. Accordingly, Rollover
Shareholders will continue to be exposed to such risk;
· the Consideration Shares will be subject to 'swamping' provisions
in the articles of association of Topco. Accordingly, (i) Rollover
Shareholders may cease to have voting rights in respect of Topco, and will be
obliged to cooperate with any action proposed by the Topco Investors; and (ii)
any directors appointed by a Rollover Shareholder may cease to have voting
rights at meetings of the Topco board (or any committee of the Topco Board),
in each case if the financial performance of the Inspecs Group declines to
such an extent as to trigger one of the relevant thresholds; and
· the Inspecs Shares are currently admitted to trading on AIM and
Inspecs Shareholders are afforded certain standards and protections under the
AIM Rules, including in respect of disclosure, whereas the Consideration
Shares will be unlisted securities in a private company. Rollover Shareholders
who receive Consideration Shares will not be afforded protections commensurate
with those that they currently benefit from as shareholders in Inspecs as a
public or listed company including pursuant to the Takeover Code or the AIM
Rules.
15 Scheme process
The Acquisition is subject to the Conditions and certain further terms
referred to in Appendix 1 to this announcement and to the full terms and
conditions to be set out in the Scheme Document, and will only become
Effective if, among other things, the following events occur on or before
11:59 p.m. on the Long Stop Date:
· a resolution to approve the Scheme is passed by a majority in
number of, representing not less than 75% of the value of, the Voting Scheme
Shares voted by Voting Scheme Shareholders present and voting (and entitled to
vote), either in person or by proxy, at the Court Meeting (Voting Scheme
Shareholders do not include Luke Johnson);
· the Resolution necessary to implement the Scheme is passed by the
requisite majority of Inspecs Shareholders at the General Meeting;
· the Scheme is sanctioned by the Court (without modification, or
with modification on terms agreed by Bidco and Inspecs); and
· following such sanction, a copy of the Scheme Court Order is
delivered to the Registrar of Companies.
The Conditions in paragraphs 1 and 2 of Appendix 1 to this announcement
provide that the Scheme will lapse if:
· the Court Meeting and the General Meeting are not held by the
22(nd) day after the expected date of such meetings, which will be set out in
the Scheme Document in due course (or such later date, if any, (a) as Bidco
and Inspecs may agree or (b) (in a competitive situation) as may be specified
by Bidco with the consent of the Panel, and in each case that (if so required)
the Court may allow);
· the Sanction Hearing is not held by the 22(nd) day after the
expected date of such hearing, which will be set out in the Scheme Document in
due course (or such later date as Bidco may determine with the agreement of
Inspecs or with the consent of the Panel and the approval of the Court, if
such approval is required); or
· the Scheme does not become Effective by 11.59 p.m. on the Long
Stop Date.
If any of the Conditions in paragraphs 1, 2.1(ii), 2.2(ii), 2.3(ii) of Part A
of Appendix 1 to this announcement is not capable of being satisfied by the
date specified therein, Bidco shall make an announcement through a Regulatory
Information Service as soon as practicable and, in any event, by not later
than 8.00 a.m. on the Business Day following the date so specified, stating
whether Bidco has invoked that Condition, (where applicable) waived that
Condition or, with the agreement of Inspecs, specified a new date by which
that Condition must be satisfied.
Once the necessary approvals from Inspecs Shareholders have been obtained and
the other Conditions have been satisfied or (where applicable) waived and the
Scheme has been approved by the Court, the Scheme will become Effective upon
delivery of a copy of the Scheme Court Order to the Registrar of Companies.
Subject to the satisfaction of the Conditions, the Scheme is expected to
become Effective during the first quarter of 2026.
Upon the Scheme becoming Effective: (i) it will be binding on all Inspecs
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting (and if they attended and voted, whether
or not they voted in favour); and (ii) share certificates in respect of
Inspecs Shares will cease to be valid and entitlements to Inspecs Shares held
within CREST will be cancelled. In accordance with the applicable provisions
of the Takeover Code, the Cash Consideration for the transfer of the Scheme
Shares to Bidco will be despatched and the Consideration Shares and
Consideration Loan Notes will be issued no later than 14 days after the
Effective Date.
Any Inspecs Shares (other than any Excluded Shares) issued before the Scheme
Record Time which remain in issue at the Scheme Record Time will be subject to
the terms of the Scheme. The Resolution to be proposed at the General Meeting
will, amongst other matters, provide that the Articles be amended to
incorporate provisions requiring any Inspecs Shares issued after the Scheme
Record Time (including in satisfaction of any options exercised under the
Inspecs Share Plans, and other than to Bidco and/or their nominees) to be
automatically transferred to Bidco on the same terms as the Acquisition (other
than terms as to timings and formalities). The provisions of the Articles (as
amended) will avoid any person (other than Bidco and their nominees) holding
shares in the capital of Inspecs after the Effective Date.
Further details of the Scheme, including expected times and dates for each of
the Court Meeting, the General Meeting and the Sanction Hearing, together with
notices of the Court Meeting and the General Meeting, will be set out in the
Scheme Document. It is expected that the Scheme Document, the Forms of Proxy
and the Form of Election accompanying the Scheme Document will be published as
soon as practicable and in any event within 28 days of this announcement (or
such later date as Bidco and Inspecs may, with the consent of the Panel, agree
and, if required, the Court may approve).
16 Delisting, and cancellation of trading and re‑registration of Inspecs
Prior to the Acquisition becoming Effective, Inspecs will make an application
to the London Stock Exchange for the cancellation of the admission to trading
of Inspecs Shares on AIM, to take effect shortly after the Effective Date.
The last day of dealings in the Inspecs Shares on AIM is expected to be the
Business Day immediately prior to the Effective Date and no transfers will be
registered after 6.00 p.m. (London time) on that date.
On the Effective Date, all of the Inspecs Shares will become owned by Bidco
and the share certificates in respect of those Inspecs Shares will cease to be
valid and of value and should be destroyed. In addition, entitlements to
Inspecs Shares held within CREST will be cancelled.
It is also intended that Inspecs will be re-registered as a private limited
company as soon as practicable on or following the Effective Date.
17 Documents
Copies of the following documents will be available promptly on the website of
Risk Capital Partners and Inspecs, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, at www.riskcapitalpartners.co.uk
(http://www.riskcapitalpartners.co.uk) and www.inspecs.com
(http://www.inspecs.com) respectively and in any event by no later than noon
on the Business Day following this announcement:
· this announcement;
· the Confidentiality Agreement;
· the Cooperation Agreement;
· the Facility Agreement;
· the Subscription Agreement;
· the Topco Articles;
· the Bidco Rollover Loan Note Instrument;
· the Midco Rollover Loan Note Instrument
· the Midco Series One Loan Note Instrument;
· the Midco Series Two Loan Note Instrument;
· the irrevocable undertakings referred to in paragraph 8 above and
summarised in Appendix 3 to this announcement; and
· the consents from financial advisers to being named in this
announcement referred to in paragraph 18 below.
Neither the content of any website referred to in this announcement, nor any
website accessible from hyperlinks set out in this announcement, is
incorporated into or forms part of this announcement.
18 General
Bidco reserves the right to elect (with the consent of the Panel and subject
to the terms of the Cooperation Agreement) to implement the Acquisition by way
of a Takeover Offer as an alternative to the Scheme. In such event, the
Takeover Offer will be implemented on the same terms, so far as is applicable,
and subject to the Cooperation Agreement, as those which would apply to the
Scheme, subject to appropriate amendments to reflect, among other things, the
change in the method of effecting the Acquisition (including, without
limitation: (i) the inclusion of an acceptance condition set at 90% 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, being in any
case more than 50% of the Inspecs Shares); and (ii) those required by, or
deemed appropriate by, Bidco under applicable law, including US securities
law).
If the Acquisition is effected by way of a Takeover Offer, and such a Takeover
Offer becomes or is declared unconditional in all respects and sufficient
acceptances are received, Bidco intends to: (i) make a request to the London
Stock Exchange to cancel the admission to trading of Inspecs Shares on AIM;
and (ii) 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.
The Scheme will be governed by English law and will be subject to the
jurisdiction of the courts of England and Wales. The Scheme will be subject to
the applicable requirements of the Takeover Code, the Panel, the London Stock
Exchange and the AIM Rules.
Investors should be aware that Bidco may purchase Inspecs Shares otherwise
than under the Scheme or any Takeover Offer, including pursuant to privately
negotiated purchases.
The Acquisition will be on the terms and subject to the conditions set out
herein and in Appendix 1, and to be set out in the Scheme Document. The bases
and sources for certain financial information contained in this announcement
are set out in Appendix 2. Details of irrevocable undertakings received by
Bidco are set out in Appendix 3. Details of the Bidco Group, the
Consideration Shares and the Consideration Loan Notes are set out in
Appendix 4. Certain definitions and terms used in this announcement are set
out in Appendix 5. The formal Scheme Document will be sent to Inspecs
Shareholders within 28 days of this announcement (or on such later date as may
be agreed between Bidco and Inspecs, with the consent of the Panel).
Cavendish and Peel Hunt have each given and not withdrawn their consent to the
publication of this announcement with the inclusion herein of the references
to their respective names, in each case, in the form and context in which they
appear.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.
Enquiries
Bidco
c/o Cavendish
Cavendish (Financial Adviser to Bidco Group and the Consortium) 0207 220 0500
Henrik Persson
Matt Goode
Fergus Sullivan
Finn Gordon
Inspecs
c/o FTI Consulting
Peel Hunt (Financial Adviser, Rule 3 Adviser, Nominated Adviser and Broker to +44 (0)20 7418 8900
Inspecs)
George Sellar
Michael Nicholson
Andrew Clark
FTI Consulting (Financial PR to Inspecs) +44 (0) 20 3727 1000
Alex Beagley
Harriet Jackson
Amy Goldup
Harleena Chana
Fladgate LLP is acting as legal adviser to Bidco Group and the Consortium in
connection with the Acquisition.
Macfarlanes LLP is acting as legal adviser to Inspecs in connection with the
Acquisition.
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 Bidco Group for providing the protections
afforded to clients of Cavendish nor for providing advice in relation to the
contents of, or any matter referred to in, this announcement or any
transaction or arrangement referred to herein. Neither Cavendish nor any of
its subsidiaries or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Cavendish in connection with this announcement, any statement contained
herein, any transaction or arrangement referred to herein, or otherwise.
Peel Hunt LLP (Peel Hunt), which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting as financial adviser,
nominated adviser and broker exclusively for Inspecs and no one else in
connection with the matters set out in this announcement and will not regard
any other person as their client in relation to such matters and will not be
responsible to anyone other than Inspecs for providing the protections
afforded to clients of Peel Hunt nor for providing advice in relation to the
contents of, or any matter referred to in, this announcement or any
transaction or arrangement referred to herein. Neither Peel Hunt nor any of
its subsidiaries or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Peel
Hunt in connection with this announcement, any statement contained herein, any
transaction or arrangement referred to herein, or otherwise.
Further information
This announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise, nor shall there be any purchase, sale, issuance or
transfer of securities of Inspecs or such solicitation in any jurisdiction in
contravention of applicable law. The Acquisition will be implemented solely
pursuant to the terms of the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document), which will
contain the full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any vote in respect of the Scheme
(or the Takeover Offer, if applicable) or other response in relation to the
Acquisition should be made only on the basis of the information contained in
the Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer document).
This announcement has been prepared for the purpose of complying with English
law and the Takeover Code and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been prepared in
accordance with the laws or jurisdictions outside the United Kingdom.
This announcement is an advertisement and does not constitute a prospectus,
prospectus equivalent document or exempted document.
Inspecs will prepare the Scheme Document (or, if applicable, Bidco will
prepare the Offer Document) to be distributed to Inspecs Shareholders at no
cost to them. Inspecs and Bidco urge Inspecs Shareholders to read the Scheme
Document (or, if applicable, the Offer Document) when it becomes available
because it will contain important information relating to the Acquisition. Any
decision to vote in respect of the resolution to be proposed at the Court
Meeting and the General Meeting should be based on the information contained
in the Scheme Document.
The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.
This announcement contains inside information in relation to Inspecs for the
purposes of Article 7 of the Market Abuse Regulation.
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 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. 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 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 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 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 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.
Other than in accordance with their legal or regulatory obligations, neither
Bidco nor Inspecs is under any obligation, and Bidco and Inspecs expressly
disclaim any intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm (London time) on the 10(th) business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10(th) business day following the announcement in which
any securities exchange offeror is first identified. Relevant persons who deal
in the relevant securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
and the documents required to be published by Rule 26 of the Takeover Code
will be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on the website of Risk Capital Partners
at www.riskcapitalpartners.co.uk (http://www.riskcapitalpartners.co.uk) and on
Inspecs' website at www.inspecs.com (http://www.inspecs.com) by no later than
12 noon (London time) on the Business Day following this announcement. For the
avoidance of doubt, neither the content of these websites nor of any website
accessible from hyperlinks set out in this announcement is incorporated by
reference or forms part of this announcement.
No profit forecasts, estimates or quantified financial benefits statements
No statement in this announcement is intended as, or is to be construed as, a
profit forecast, profit estimate or quantified financial benefits statement
for any period and no statement in this announcement should be interpreted to
mean that earnings or earnings per share for Inspecs for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Inspecs.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Inspecs Shareholders,
persons with information rights and participants in the Inspecs Share Plans
may request a hard copy of this announcement, free of charge, by contacting
Inspecs' registrars, Equiniti Limited, during business hours on +44 (0) 371
384 2030 or by submitting a request in writing to Aspect House, Spencer Road,
Lancing Business Park, Lancing, West Sussex, BN99 6DA, with an address to
which the hard copy may be sent. Calls are charged at the standard geographic
rate and will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate. For persons who receive a copy
of this announcement in electronic form or via a website notification, a hard
copy of this announcement will not be sent unless so requested. In accordance
with Rule 30.3 of the Takeover Code, such persons may also request that all
future documents, announcements and information to be sent to them in relation
to the Acquisition should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain other
information provided by Inspecs Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Inspecs may
be provided to Bidco during the offer period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.
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.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Inspecs confirms that, as
at 9 December 2025, it had 101,671,525 ordinary shares of £0.01 each in issue
with the International Securities Identification Number GB00BK6JPP03. Inspecs
holds no shares in treasury.
Appendix 1
Conditions and Further Terms of the Acquisition
Part A
Conditions to the Scheme and Acquisition
The Acquisition will be subject to the terms and conditions set out in this
Appendix and in the Scheme Document.
1. Long Stop Date
The Acquisition is conditional upon the Scheme becoming unconditional and
becoming Effective, subject to the Takeover Code, by no later than 11.59 p.m.
(London time) on the Long Stop Date.
2. Scheme Approval
The Scheme will be subject to the following conditions:
2.1 (i) its approval by a majority in
number representing not less than 75 per cent. in value of the Voting Scheme
Shares held by the Voting Scheme Shareholders who are on the register of
members of Inspecs at the Voting Record Time (or the relevant class or classes
thereof, if applicable), in each case present and voting (and entitled to
vote, whether in person or by proxy, at the Court Meeting and at any separate
class meeting which may be required by the Court (as applicable) or at any
adjournment of any such meeting; and
(ii) the Court Meeting and any such separate class
meeting required by the Court (or any adjournment of any such meeting) being
held on or before the 22nd day after the expected date of the Court Meeting to
be set out in the Scheme Document in due course (or such later date, if any,
(a) as Bidco and Inspecs may agree or (b) (in a competitive situation) as may
be specified by Bidco with the consent of the Panel, and in each case that (if
so required) the Court may allow);
2.2 (i) Resolutions being duly passed
by the requisite majority or majorities at the General Meeting or at any
adjournment of that meeting; and
(ii) such General Meeting or any adjournment of such
meeting being held on or before the 22nd day after the expected date of the
General Meeting to be set out in the Scheme Document in due course (or such
later date, if any, (a) as Bidco and Inspecs may agree or (b) (in a
competitive situation) as may be specified by Bidco with the consent of the
Panel, and in each case that (if so required) the Court may allow); and
2.3 (i) the sanction of the Scheme by
the Court with or without modification (but subject to any such modification
being acceptable to Bidco and Inspecs) and the delivery of a copy of the
Scheme Court Order to the Registrar of Companies; and
(ii) the Sanction Hearing being held on or before the
22nd day after the expected date of the Sanction Hearing to be set out in the
Scheme Document in due course (or such later date, if any, (a) as Bidco and
Inspecs may agree or (b) (in a competitive situation) as may be specified by
Bidco with the consent of the Panel, and in each case that (if so required)
the Court may allow).
In addition, Bidco and Inspecs have agreed that, subject as stated in Part B
of this Appendix below and to the requirements of the Panel and the Takeover
Code, the Acquisition will be conditional on the following Conditions and,
accordingly, the necessary actions to make the Scheme Effective will not be
taken unless such Conditions (as amended if appropriate) have been satisfied
or, where relevant, waived:
3. Third Party clearances
3.1 The waiver (or non-exercise within any applicable time
limits) by any Relevant Authority or any other body or person whatsoever in
any jurisdiction (each a Third Party) of any termination right, right of
pre-emption, first refusal or similar right (which is material in the context
of the Wider Inspecs Group taken as a whole or in the context of the
Acquisition) arising as a result of or in connection with the Acquisition
including, without limitation, its implementation and financing or the
proposed direct or indirect acquisition of any shares or other securities in,
or control or management of, Inspecs by Bidco or any member of the Wider Bidco
Group.
3.2 All necessary filings or applications having been made in
connection with the Acquisition and all statutory or regulatory obligations in
any jurisdiction having been complied with in connection with the Acquisition
or the acquisition by any member of the Wider Bidco Group of any shares or
other securities in, or control of, Inspecs and all Authorisations deemed
necessary or appropriate by Bidco or any member of the Wider Bidco Group for
or in respect of the Acquisition including, without limitation, its
implementation and financing or the proposed direct or indirect acquisition of
any shares or other securities in, or control of, Inspecs or any member of the
Wider Inspecs Group by any member of the Wider Bidco Group having been
obtained in terms and in a form reasonably satisfactory to Bidco from all
appropriate Third Parties or persons with whom any member of the Wider Inspecs
Group has entered into contractual arrangements and all such Authorisations
deemed necessary or appropriate to carry on the business of any member of the
Wider Inspecs Group which are material in the context of the Wider Bidco Group
or the Wider Inspecs Group, in either case taken as a whole, or for or in
respect of the Acquisition, including without limitation its implementation or
financing, remaining in full force and effect and all filings necessary for
such purpose having been made, and there being no notice or intimation of any
intention to revoke or not to renew any of the same at the time at which the
Acquisition becomes Effective and all necessary statutory or regulatory
obligations in any jurisdiction having been complied with.
3.3 The requisite notification under the National Security and
Investment Act 2021 (NSI Act) having been made in respect of the Acquisition
and the Secretary of State in the Cabinet Office (Secretary of State)
confirming that no further action will be taken under the NSI Act in relation
to the Acquisition, or making a final order under the NSI Act in respect of
the Acquisition, the provisions of which allow the Acquisition to proceed on
terms reasonably satisfactory to Bidco.
3.4 If the Secretary of State issues a call-in notice within
the meaning of the NSI Act in relation to the Acquisition prior to the date on
which all other conditions are satisfied or waived, the Secretary of State:
3.4.1 confirming that no further action will be taken under the
NSI Act in relation to the Acquisition; or
3.4.2 making a final order under the NSI Act in respect of the
Acquisition, the provisions of which allow the Acquisition to proceed on terms
reasonably satisfactory to Bidco, and such order not being revoked or varied
in any material respect before the Scheme becomes Effective (or, if the
Acquisition is implemented by way of a Takeover Offer, at the time the
Takeover Offer becomes unconditional as to acceptances).
3.5 No Third Party having given notice of a decision to take,
institute, implement or threaten any action, proceeding, suit, investigation,
enquiry or reference (and, in each case, not having withdrawn the same), or
having enacted, made or proposed any statute, regulation, decision or order,
or change to published practice or having taken any other step, and there not
continuing to be outstanding any statute, regulation, decision or order, which
in each case would or might reasonably be expected to:
3.5.1 require, prevent or delay the divestiture, or materially
alter the terms envisaged for any proposed divestiture by any member of the
Wider Bidco Group or any member of the Wider Inspecs Group of all or any
portion of their respective businesses, assets or property or impose any
limitation on the ability of any of them to conduct their respective
businesses (or any of them) or to own any of their respective assets or
properties or any part thereof which, in any such case, is material in the
context of the Wider Bidco Group or the Wider Inspecs Group in either case
taken as a whole or in the context of the Acquisition;
3.5.2 require, prevent or delay the divestiture by any member of
the Wider Bidco Group of any shares or other securities in Inspecs;
3.5.3 impose any material limitation on, or result in a delay
in, the ability of any member of the Wider Bidco Group directly or indirectly
to acquire or to hold or to exercise effectively any rights of ownership in
respect of shares or loans or securities convertible into shares or any other
securities (or the equivalent) in any member of the Wider Inspecs Group or the
Wider Bidco Group or to exercise voting or management control over any such
member;
3.5.4 otherwise adversely affect the business, assets, profits
or prospects of any member of the Wider Bidco Group or of any member of the
Wider Inspecs Group to an extent which is material in the context of the Wider
Bidco Group or the Wider Inspecs Group in either case taken as a whole or in
the context of the Acquisition;
3.5.5 make the Acquisition or its implementation or the
acquisition or proposed acquisition by Bidco or any member of the Wider Bidco
Group of any shares or other securities in, or control of, Inspecs void,
illegal, and/or unenforceable under the laws of any jurisdiction, or
otherwise, directly or indirectly, restrain, restrict, prohibit, delay or
otherwise interfere with the same, or impose additional conditions or
obligations with respect thereto;
3.5.6 require any member of the Wider Bidco Group or the Wider
Inspecs Group to offer to acquire any shares or other securities (or the
equivalent) or interest in any member of the Wider Inspecs Group or the Wider
Bidco Group owned by any Third Party;
3.5.7 impose any limitation on the ability of any member of the
Wider Inspecs Group to co-ordinate its business, or any part of it, with the
businesses of any other members of the Wider Inspecs Group which is adverse to
and material in the context of the Wider Inspecs Group taken as a whole or in
the context of the Acquisition; or
3.5.8 result in any member of the Wider Inspecs Group ceasing to
be able to carry on business under any name under which it presently does so,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or reference or
any other step under the laws of any jurisdiction in respect of the
Acquisition or the acquisition or proposed acquisition of any Inspecs Shares
having expired, lapsed or been terminated.
4. Certain matters arising as a result of any arrangement,
agreement, etc.
Except as Disclosed, there being no provision of any agreement, arrangement,
licence, permit or other instrument to which any member of the Wider Inspecs
Group is a party or by or to which any such member or any of its assets may be
bound, entitled or subject, or any circumstance which, in consequence of the
Acquisition or the proposed acquisition of any shares or other securities (or
equivalent) in Inspecs or because of a change in the control or management of
Inspecs or otherwise, could or might result in any of the following (to an
extent which is material and adverse in the context of the Wider Inspecs
Group, or the Wider Bidco Group, in either case taken as a whole, or in the
context of the Acquisition):
4.1 any monies borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or grant available to any such member,
being or becoming repayable or capable of being declared repayable immediately
or earlier than their or its stated maturity date or repayment date or the
ability of any such member to borrow monies or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being withdrawn or
inhibited;
4.2 any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of any such
member thereunder being terminated or adversely modified or affected or any
obligation or liability arising or any action being taken or arising
thereunder;
4.3 any assets or interests of any such member being or
failing to be disposed of or charged or ceasing to be available to any such
member or any right arising under which any such asset or interest could be
required to be disposed of or charged or could cease to be available to any
such member otherwise than in the ordinary course of business;
4.4 the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business, property,
assets or interest of any such member;
4.5 the rights, liabilities, obligations or interests of any
such member, or the business of any such member with, any person, firm,
company or body (or any arrangement or arrangements relating to any such
interest or business) being terminated, adversely modified or affected;
4.6 the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;
4.7 any such member ceasing to be able to carry on business
under any name under which it presently does so; or
4.8 the creation or acceleration of any liability, actual or
contingent, by any such member (including any material tax liability or any
obligation to obtain or acquire any material authorisation, order, grant,
recognition, determination, confirmation, consent, licence, clearance,
permission, exemption, approval, notice, waiver, concession, agreement or
exemption from any Third Party or any person) other than trade creditors or
other liabilities incurred in the ordinary course of business or in connection
with the Acquisition,
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Inspecs Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, would or might reasonably be
expected to result in any of the events or circumstances as are referred to in
paragraphs 4.1 to 4.8.
5. Certain events occurring since Last Accounts Date
Except as Disclosed, no member of the Wider Inspecs Group having, since the
Last Accounts Date:
5.1 save as between Inspecs and wholly-owned subsidiaries of
Inspecs or for Inspecs Shares issued under or pursuant to the exercise of
options and vesting of awards granted under the Inspecs Share Plans, issued or
agreed to issue, authorised or proposed the issue of additional shares of any
class;
5.2 save as between Inspecs and wholly-owned subsidiaries of
Inspecs or for the grant of options and awards and other rights under the
Inspecs Share Plans, issued, or agreed to issue, authorised or proposed the
issue of securities convertible into shares of any class or rights, warrants
or options to subscribe for, or acquire, any such shares or convertible
securities;
5.3 other than to another member of the Inspecs Group, before
completion of the Acquisition, recommended, declared, paid or made any
dividend or other distribution whether payable in cash or otherwise, or made
any bonus issue;
5.4 save for intra-Inspecs Group transactions, merged or
demerged with any body corporate or acquired or disposed of or transferred,
mortgaged or charged or created any security interest over any assets or any
right, title or interest in any asset (including shares and trade investments)
or authorised or proposed or announced any intention to propose any merger,
demerger, disposal, transfer, mortgage, charge or security interest, in each
case, other than in the ordinary course of business and, in each case, to the
extent which is material in the context of the Wider Inspecs Group taken as a
whole or in the context of the Acquisition;
5.5 save for intra-Inspecs Group transactions, made or
authorised or proposed or announced an intention to propose any change in its
loan capital in each case, to the extent which is material in the context of
the Wider Inspecs Group taken as a whole or in the context of the Acquisition;
5.6 issued, authorised or proposed the issue of, or made any
change in or to, any debentures or (save for intra-Inspecs Group transactions
or save in the ordinary course of business) incurred or increased any
indebtedness or become subject to any contingent liability;
5.7 purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect to the matters mentioned in paragraph 5.1 or 5.2 above,
made any other change to any part of its share capital, in each case, to the
extent which is material in the context of the Wider Inspecs Group taken as a
whole or in the context of the Acquisition;
5.8 except for intra-Inspecs Group transactions, implemented,
or authorised, proposed or announced its intention to implement, any
reconstruction, merger, demerger, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of business;
5.9 entered into or varied or authorised, proposed or
announced its intention to enter into or vary any contract, transaction or
commitment (whether in respect of capital expenditure or otherwise) which is
of a long term, onerous or unusual nature or magnitude or which involves or
could involve an obligation of such a nature or magnitude other than in the
ordinary course of business, in each case, to the extent which is material in
the context of the Wider Inspecs Group taken as a whole or in the context of
the Acquisition;
5.10 (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action or steps or had any
legal proceedings started or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, its winding-up,
dissolution or reorganisation or for the appointment of a receiver,
administrative receiver, administrator, manager, trustee or similar officer of
all or any part of its assets or revenues or any analogous proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction or had any
such person appointed in each case to the extent which is material in the
context of the Wider Inspecs Group taken as a whole or in the context of the
Acquisition;
5.11 entered into any contract, transaction or arrangement which
would be restrictive on the business of any member of the Wider Inspecs Group
or the Wider Bidco Group other than of a nature and extent which is normal in
the context of the business concerned;
5.12 waived or compromised any claim other than in the ordinary
course of business which is material in the context of the Wider Inspecs Group
taken as a whole or in the context of the Acquisition;
5.13 made any material alteration to its memorandum or articles of
association or other incorporation documents;
5.14 been unable, or admitted that it is unable, to pay its debts
or commenced negotiations with one or more of its creditors with a view to
rescheduling or restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or a substantial part of its
business;
5.15 entered into any contract, commitment, arrangement or
agreement otherwise than in the ordinary course of business or passed any
resolution or made any offer (which remains open for acceptance) with respect
to or announced any intention to, or proposed to, effect any of the
transactions, matters or events referred to in this Condition 5;
5.16 made or agreed or consented to any change to:
5.16.1 the terms of the trust deeds constituting the pension
scheme(s) established by any member of the Wider Inspecs Group for its
directors, employees or their dependents;
5.16.2 the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable thereunder;
5.16.3 the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or determined; or
5.16.4 the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued or made,
in each case, to the extent which is material in the context of the Wider
Inspecs Group taken as a whole or in the context of the Acquisition;
5.17 proposed, agreed to provide or modified the terms of any of
the Inspecs Share Plans or other benefit constituting a material change
relating to the employment or termination of employment of a material category
of persons employed by the Wider Inspecs Group or which constitutes a material
change to the terms or conditions of employment of any senior employee of the
Wider Inspecs Group, save as agreed by the Panel (if required) and by Bidco,
or entered into or changed the terms of any contract with any director or
senior executive;
5.18 taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the approval of
Inspecs Shareholders in a general meeting in accordance with, or as
contemplated by, Rule 21.1 of the Takeover Code;
5.19 entered into or varied in a material way the terms of any
contract, agreement or arrangement with any of the directors or senior
executives of any member of the Wider Inspecs Group; or
5.20 waived or compromised any claim which is material in the
context of the Wider Inspecs Group taken as a whole or in the context of the
Acquisition, otherwise than in the ordinary course.
6. No adverse change, litigation, regulatory enquiry or similar
Except as Disclosed, since the Last Accounts Date:
6.1 no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects or
operational performance of any member of the Wider Inspecs Group which, in any
such case, is material in the context of the Wider Inspecs Group taken as a
whole or in the context of the Acquisition and no circumstances have arisen
which would or might reasonably be expected to result in such adverse change
or deterioration;
6.2 no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Inspecs Group is or
may become a party (whether as a plaintiff, defendant or otherwise) and no
enquiry, review or investigation by, or complaint or reference to, any Third
Party or other investigative body against or in respect of any member of the
Wider Inspecs Group having been instituted, announced, implemented or
threatened by or against or remaining outstanding in respect of any member of
the Wider Inspecs Group which in any such case has had or might reasonably be
expected to have a material adverse effect on the Wider Inspecs Group taken as
a whole or in the context of the Acquisition;
6.3 no contingent or other liability of any member of the
Wider Inspecs Group having arisen or become apparent to Bidco or increased
which has had or might reasonably be expected to have a material adverse
effect on the Wider Inspecs Group, taken as a whole or in the context of the
Acquisition;
6.4 no enquiry or investigation by, or complaint or reference
to, any Third Party having been threatened, announced, implemented, instituted
by or remaining outstanding against or in respect of any member of the Wider
Inspecs Group which in any case is material in the context of the Wider
Inspecs Group taken as a whole;
6.5 no member of the Wider Inspecs Group having conducted its
business in breach of applicable laws and regulations and which is material in
the context of the Wider Inspecs Group as a whole or material in the context
of the Acquisition; and
6.6 no steps having been taken which are likely to result in
the withdrawal, cancellation, termination or modification of any licence or
permit held by any member of the Wider Inspecs Group which is necessary for
the proper carrying on of its business and the withdrawal, cancellation,
termination or modification of which has had, or would reasonably be expected
to have, an adverse effect which is material in the context of the Wider
Inspecs Group taken as a whole or in the context of the Acquisition.
7. No discovery of certain matters
7.1 Except as Disclosed, Bidco not having discovered:
7.1.1 that any financial, business or other information
concerning the Wider Inspecs Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the Wider Inspecs Group
is materially misleading, contains a material misrepresentation of fact or
omits to state a fact necessary to make that information not misleading and
which was not subsequently corrected before the date of this announcement by
disclosure either publicly or otherwise to Bidco or its professional advisers,
in each case, to the extent which is material in the context of the Wider
Inspecs Group taken as a whole or in the context of the Acquisition;
7.1.2 that any member of the Wider Inspecs Group or partnership,
company or other entity in which any member of the Wider Inspecs Group has a
significant economic interest and which is not a subsidiary undertaking of
Inspecs, is subject to any liability (contingent or otherwise) which is not
disclosed in the annual report and accounts of Inspecs for the financial year
ended 31 December 2024, in each case, to the extent which is material in the
context of the Wider Inspecs Group taken as a whole or in the context of the
Acquisition; or
7.1.3 any information which affects the import of any
information disclosed at any time by or on behalf of any member of the Wider
Inspecs Group and which is material in the context of the Wider Bidco Group
taken as a whole or in the context of the Acquisition.
7.1.4 any past or present member of the Wider Inspecs Group has
failed to comply with any and/or all applicable legislation or regulation, of
any jurisdiction with regard to the use, treatment, handling, storage,
carriage, disposal, spillage, release, discharge, leak or emission of any
waste or hazardous substance or any substance likely to impair the environment
or harm human health or animal health or otherwise relating to environmental
matters or the health and safety of humans, or that there has otherwise been
any such use, treatment, handling, storage, carriage, disposal, spillage,
release, discharge, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation or regulations, and
wherever the same may have taken place) any of which storage, carriage,
disposal, spillage, release, discharge, leak or emission would be likely to
give rise to any liability (actual or contingent) or cost on the part of any
member of the Wider Inspecs Group and which is material in the context of the
Wider Inspecs Group taken as a whole or in the context of the Acquisition;
7.1.5 there is, or is likely to be, for any reason whatsoever,
any liability (actual or contingent) of any past or present member of the
Wider Inspecs Group to make good, remediate, repair, reinstate or clean up any
property or any controlled waters now or previously owned, occupied, operated
or made use of or controlled by any such past or present member of the Wider
Inspecs Group (or on its behalf) or by any person for which a member of the
Wider Inspecs Group is or has been responsible, or in which any such member
may have or previously have had or be deemed to have had an interest, under
any environmental legislation, regulation, notice, circular or order of any
Third Party and which is material in the context of the Wider Inspecs Group
taken as a whole or in the context of the Acquisition;
7.1.6 circumstances exist (whether as a result of the making of
the Acquisition or otherwise) which would be reasonably likely to lead to any
Third Party instituting, or whereby any member of the Wider Bidco Group or any
present or past member of the Wider Inspecs Group would be likely to be
required to institute, an environmental audit or take any other steps which
would in any such case be reasonably likely to result in any liability
(whether actual or contingent) to improve, modify existing or install new
plant, machinery or equipment or carry out changes in the processes currently
carried out or make good, remediate, repair, reinstate or clean up any land or
other asset currently or previously owned, occupied or made use of by any past
or present member of the Wider Inspecs Group (or on its behalf) or by any
person for which a member of the Wider Inspecs Group is or has been
responsible, or in which any such member may have or previously have had or be
deemed to have had an interest which is material in the context of the Wider
Inspecs Group taken as a whole or in the context of the Acquisition; or
7.2 circumstances exist whereby a person or class of persons
would be likely to have any claim or claims in respect of any product or
process of manufacture or materials used therein currently or previously
manufactured, sold or carried out by any past or present member of the Wider
Inspecs Group which claim or claims would be likely, materially and adversely,
to affect any member of the Wider Inspecs Group and which is material in the
context of the Wider Inspecs Group taken as a whole or in the context of the
Acquisition.
8. Anti-corruption, economic sanctions, criminal property and
money laundering
Save as Disclosed, Bidco not having discovered that:
8.1 any past or present member, director, officer or employee
of the Wider Inspecs Group is or has at any time engaged in any activity,
practice or conduct which would constitute an offence under the Bribery Act
2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable
anti-corruption or anti-bribery law, rule or regulation or any other
applicable law, rule or regulation concerning improper payments or kickbacks;
or
8.2 any person that performs or has performed services for or
on behalf of the Wider Inspecs Group is or has at any time engaged in any
activity, practice or conduct in connection with the performance of such
services which would constitute an offence under the Bribery Act 2010, the US
Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption
legislation or anti-bribery law, rule or regulation or any other applicable
law, rule or regulation concerning improper payments or kickbacks;
8.3 any asset of any member of the Wider Inspecs Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds
of crime under any other applicable law, rule or regulation concerning money
laundering or proceeds of crime or any member of the Wider Inspecs Group is
found to have engaged in activities constituting money laundering under any
applicable law, rule or regulation concerning money laundering;
8.4 any past or present member, director, officer or employee
of the Wider Inspecs Group, or any other person for whom any such person may
be liable or responsible, is or has engaged in any conduct which would violate
applicable economic sanctions or dealt with, made any investments in, made any
funds or assets available to or received any funds or assets from:
8.4.1 any government, entity or individual in respect of which
US, UK or European Union persons, or persons operating in those territories,
are prohibited from engaging in activities or doing business, or from
receiving or making available funds or economic resources, by US, UK or
European Union laws or regulations, including the economic sanctions
administered by the United States Office of Foreign Assets Control, or HMRC;
or
8.4.2 any government, entity or individual targeted by any of
the economic sanctions of the United Nations, the US, the UK, the European
Union or any of its member states, save that this shall not apply if and to
the extent that it is or would be unenforceable by reason of breach of any
applicable Blocking Law;
8.5 any past or present member, director, officer or employee
of the Wider Inspecs Group, or any other person for whom any such person may
be liable or responsible:
8.5.1 has engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations, including but not limited to the
US Anti-Terrorism Act;
8.5.2 has engaged in conduct which would violate any relevant
anti-boycott law, rule or regulation or any applicable export controls,
including but not limited to the Export Administration Regulations
administered and enforced by the US Department of Commerce or the
International Traffic in Arms Regulations administered and enforced by the US
Department of State;
8.5.3 has engaged in conduct which would violate any relevant
laws, rules, or regulations concerning human rights, including but not limited
to any law, rule or regulation concerning false imprisonment, torture or other
cruel and unusual punishment, or child labour; or
8.5.4 is debarred or otherwise rendered ineligible to bid for or
to perform contracts for or with any Relevant Authority or found to have
violated any applicable law, rule or regulation concerning government
contracting or public procurement; or
8.6 any member of the Wider Inspecs Group is or has been
engaged in any transaction which would cause Bidco to be in breach of any law
or regulation upon its acquisition of Inspecs, including but not limited to
the economic sanctions of the United States Office of Foreign Assets Control
or HMRC in the UK or any other Relevant Authority.
For the purposes of these Conditions, the "Wider Inspecs Group" means Inspecs
and its subsidiary undertakings, associated undertakings and any other
undertakings in which Inspecs and/or such undertakings (aggregating their
interests) have a significant interest and the "Wider Bidco Group" means Topco
and its subsidiary undertakings, associated undertakings and any other
undertaking in which Bidco and/or such undertakings (aggregating their
interests) have a significant interest and for these purposes subsidiary
undertaking and undertaking have the meanings given by the Companies Act,
associated undertaking has the meaning given by paragraph 19 of Schedule 6 to
the Large and Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008, other than paragraph 19(1)(b) of Schedule 6 to those
regulations which shall be excluded for this purpose, and significant interest
means a direct or indirect interest in 20 per cent or more of the total voting
rights conferred by the equity share capital (as defined in section 548 of the
Companies Act).
Part B
Further terms of the Acquisition
1. Bidco reserves the right to waive in whole or in part, all
or any of the Conditions set out in Part A of Appendix 1, except Conditions
1, 2.1(i), 2.2(i) and 2.3(i) which cannot be waived. The Scheme will be
subject to the satisfaction (or waiver, if permitted) of the Conditions set
out in this Appendix 1, and to the full terms and conditions which will be set
out in the Scheme Document.
2. The Scheme shall lapse unless all of the Conditions have
been fulfilled or, where permitted, waived or, where appropriate, have been
determined by Bidco to be or remain satisfied, by midnight (London time) on
the Long-Stop Date (subject to the rules of the Takeover Code and, where
applicable, the consent of the Panel).
3. Bidco shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as satisfied any
of the Conditions in Part A of Appendix 1 above by a date earlier than the
latest date specified for the fulfilment of the relevant Condition,
notwithstanding that the other Conditions of the Acquisition may at such
earlier date have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any of such Conditions may not be
capable of fulfilment.
4. Under Rule 13.5(a) of the Takeover Code, Bidco may not
invoke a Condition so as to cause the Acquisition not to proceed, to lapse or
to be withdrawn unless the circumstances which give rise to the right to
invoke the Condition are of material significance to Bidco in the context of
the Acquisition.
5. Bidco may only invoke a condition that is subject to Rule
13.5(a) of the Takeover Code with the consent of the Panel and any condition
that is subject to Rule 13.5(a) of the Takeover Code may be waived by Bidco.
Conditions 1 and 2 in Part A of Appendix 1 above, and, if applicable, any
Takeover Offer acceptance condition adopted on the basis specified in this
Part B, are not subject to Rule 13.5(a) of the Takeover Code.
6. If Bidco is required by the Panel to make an offer or
offers for Inspecs Shares under the provisions of Rule 9 of the Takeover Code,
Bidco may make such alterations to the Conditions as are necessary to comply
with the provisions of that Rule.
7. 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, such Takeover Offer will be implemented on the same terms so
far as is applicable, and subject to the terms of the Cooperation Agreement,
as those which would apply to the Scheme (subject to appropriate amendments
and the inclusion of an acceptance condition set at 90 per cent. of the
Inspecs Shares (or such other percentage as Bidco and Inspecs may agree and,
where applicable with the consent of the Panel, being in any case more than 50
per cent. of the voting rights normally exercisable at a general meeting of
Inspecs)).
8. The Acquisition will be subject, among other things, to the
Conditions and certain further terms which are set out in this Appendix 1 and
to the full terms which will be set out in the Scheme Document and such
further terms as may be required to comply with the provisions of the AIM
Rules, the provisions of the Takeover Code and the applicable requirements of
the Panel and the London Stock Exchange.
9. 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, on or after the date of this announcement
and prior to the Acquisition becoming Effective, any dividend, distribution
and/or other return of capital or value is announced, declared, made or paid
in respect of the Inspecs Shares, Bidco reserves the right to reduce the
consideration payable pursuant to the Cash Offer (and, as the case may be, the
consideration due under the Alternative Offer) by an amount up to the
aggregate amount of such dividend, distribution and/or other return of capital
or value, in which case any reference in this announcement to the
consideration payable under the terms of the Acquisition will be deemed to be
a reference to the consideration as so reduced. In such circumstances, Inspecs
Shareholders would be entitled to receive and retain any such dividend,
distribution and/or return of capital or value. Any exercise by Bidco of its
rights referred to in this paragraph 9 shall be the subject of an announcement
and, for the avoidance of doubt, shall not be regarded as constituting any
revision or variation of the Acquisition.
10. The availability of the Acquisition to persons not resident in
the United Kingdom may be affected by the laws or regulatory requirements of
the relevant jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable requirements.
11. This announcement and any rights or liabilities arising
hereunder, the Acquisition, the Scheme, the Forms of Proxy and the Form of
Election will be governed by the laws of England and Wales and be subject to
the jurisdiction of the Court, to the Conditions set out above and the full
terms to be set out in the Scheme Document and such further terms as may be
required to comply with the AIM Rules and the provisions of the Takeover Code.
The Acquisition and Scheme will comply with the applicable requirements of the
Companies Act, the Takeover Code, the Panel, the Court, the London Stock
Exchange, the AIM Rules and the Registrar of Companies. This Announcement does
not constitute, or form part of, an offer or invitation to purchase Inspecs
Shares, Consideration Shares, Consideration Loan Notes or any other
securities.
12. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.
Appendix 2
Sources and Bases of Information
In this announcement, unless otherwise stated or the context otherwise
requires, the following sources and bases have been used.
1. The fully diluted issued ordinary share capital of
101,671,525 Inspecs Shares is based on:
a) 101,671,525 Inspecs Shares in issue as at the close of business on the
Latest Practicable Date; and
b) no Inspecs Shares being issued after the date of this announcement to
satisfy the exercise of options or vesting award pursuant to the Inspecs Share
Plans.
2. The Cash Consideration of 84 pence per Inspecs Share is
calculated on the basis of the entire issued and to be issued ordinary share
capital of Inspecs (as set out in paragraph 1 above).
3. Unless otherwise stated, all prices for Inspecs Shares, and
all premia thereon, have been derived from the AIM Appendix to the Daily
Official List with reference to the Closing Prices on the relevant date(s).
4. The average prices have been derived from FactSet data and
have been rounded to two decimal places.
5. All information relating to the Bidco Group has been
provided by persons duly authorised by the Bidco Board.
6. Unless otherwise stated, the financial information relating
to Inspecs is extracted (without material adjustment) from the annual report
and financial statements for the Inspecs Group for the year ended 31 December
2024 and the interim results for the Inspecs Group published on 18 September
2025.
7. Certain figures included in this announcement have been
subject to rounding adjustments.
Appendix 3
Details of Irrevocable Undertakings
1. Inspecs Directors
The following Inspecs Directors have given irrevocable undertakings to vote
(or procure the voting, as applicable) in favour of the resolutions relating
to the Acquisition at the Meetings or, in the event that the Acquisition is
implemented by way of a Takeover Offer, to accept (or procure the acceptance
of) such Takeover Offer in respect of their own beneficial holdings of Inspecs
Shares. These Inspecs Directors have also irrevocably undertaken to vote
against any competing proposal.
Name Total Number of Percentage of existing issued ordinary share capital of Inspecs* Percentage of Voting Scheme Shares* Number of Inspecs Shares electing to receive the Alternative Offer
Inspecs Shares held
Angela Farrugia 31,904 0.03 0.03 0
Christopher Hancock 23,448 0.02 0.02 0
Richard Peck 9,523 0.01 0.01 9,523
Robin Totterman 19,024,262 18.71 19.88 18,174,209 **
Total 19,089,137 18.78 19.94 18,183,732
*as at the Latest Practicable Date.
** Robin Totterman is unable to accept the Alternative Offer for 850,053 of
his Inspecs Shares as the registered holder of these Inspecs Shares is his
pension fund.
The obligations of the Inspecs Directors under the irrevocable undertakings
given by them shall lapse and cease to have effect on and from the earlier of
the following occurrences:
· the Scheme or any resolution to be proposed at the General Meeting
in connection with the Acquisition is not approved by the requisite majority
of the Inspecs Shareholders at the Court Meeting or at the General Meeting
respectively;
· if the Scheme becomes effective in accordance with its terms or a
Takeover Offer (if applicable) is declared unconditional in accordance with
the requirements of the Takeover Code;
· if the Scheme (or Takeover Offer, as applicable) is withdrawn with
the consent of Bidco or lapses in accordance with its terms, except (i) where
the Scheme is withdrawn or lapses as a result of Bidco exercising its right to
implement the Acquisition by way of a Takeover Offer rather than a Scheme or
vice versa, (ii) if the Scheme or the Takeover Offer (as applicable) has not,
in accordance with the requirements of the Takeover Code, become Effective on
or before the Long Stop Date as a result of Bidco exercising its right, in
accordance with the Takeover Code, to implement the Acquisition by way of a
Takeover Offer in accordance with the Takeover Code rather than by way of a
Scheme or vice versa, or (iii) if the lapse or withdrawal is followed within
five Business Days by an announcement under Rule 2.7 of the Takeover Code by
Bidco (or a person acting in concert with it) of a firm intention to implement
the Acquisition either by a new, revised or replacement Scheme or Takeover
Offer;
· any offer made in competition with the Acquisition for more than
50% of the issued and to be issued ordinary share capital of the Company is
declared unconditional in accordance with the requirements of the Takeover
Code (if implemented by way of takeover offer) or otherwise becomes effective
in accordance with its terms (if implemented by way of a scheme of
arrangement);
· in respect of the irrevocable undertaking given by Robin Totterman
only, an announcement is made in accordance with Rule 2.7 of the Takeover Code
of a competing offer for the entire issued and to be issued ordinary share
capital of the Company for over 125 pence per Company share and Bidco does not
match that competing offer with a revised offer that is at least equivalent to
the value of such competing offer within ten days of such competing offer
being made; or
· Bidco announces, with the consent of the Panel, that it does not
intend to proceed with the Acquisition and no new, revised or replacement
Scheme or Takeover Offer is announced by Bidco in accordance with Rule 2.7 of
the Takeover Code at the same time.
These irrevocable undertakings also extend to any Inspecs Shares acquired by
the Inspecs Directors, whether as a result of the exercise of options under
the Inspecs Share Plans or otherwise.
2. Inspecs Shareholders
In addition to the Inspecs Directors, the following Inspecs Shareholders have
given irrevocable undertakings to vote (or procure the voting, as applicable)
in favour of the resolutions relating to the Acquisition at the Meetings or,
in the event the Acquisition is implemented by way of a Takeover Offer, to
accept (or procure the acceptance of) the Takeover Offer in respect of their
beneficial interests in Inspecs Shares. Of these Inspecs Shareholders only
Luke Johnson has elected to receive the Alternative Offer. Luke Johnson and
Christopher Kay have also irrevocably undertaken to vote against any competing
proposal.
Name Total Number of Percentage of existing issued ordinary share capital of Inspecs* Percentage of Voting Scheme Shares*
Inspecs Shares held
Luke Johnson 5,959,270 5.86 0**
Christopher Kay 2,178,730 2.14 2.28
Downing LLP 8,588,769 8.45 8.97
Total 16,726,769 16.45 11.25
*as at the Latest Practicable Date.
** Luke Johnson is not a Voting Scheme Shareholder and is a joint offeror. He
has therefore only given an irrevocable undertaking in relation to his vote on
the Resolutions at the General Meeting and not in relation to the vote on the
Scheme at the Court Meeting.
The obligations of Luke Johnson and Christopher Kay under their irrevocable
undertakings will lapse and cease to have effect on and from the earlier of
the following occurrences:
· the Scheme or any resolution to be proposed at the General Meeting
in connection with the Acquisition is not approved by the requisite majority
of the Inspecs Shareholders at the Court Meeting or at the General Meeting
respectively;
· if the Scheme becomes effective in accordance with its terms or a
Takeover Offer (if applicable) is declared unconditional in accordance with
the requirements of the Takeover Code;
· if the Scheme (or Takeover Offer, as applicable) is withdrawn with
the consent of Bidco or lapses in accordance with its terms, except (i) where
the Scheme is withdrawn or lapses as a result of Bidco exercising its right to
implement the Acquisition by way of a Takeover Offer rather than a Scheme or
vice versa, (ii) if the Scheme or the Takeover Offer (as applicable) has not,
in accordance with the requirements of the Takeover Code, become Effective on
or before the Long Stop Date as a result of Bidco exercising its right, in
accordance with the Takeover Code, to implement the Acquisition by way of a
Takeover Offer in accordance with the Takeover Code rather than by way of a
Scheme or vice versa, or (iii) if the lapse or withdrawal is followed within
five Business Days by an announcement under Rule 2.7 of the Takeover Code by
Bidco (or a person acting in concert with it) of a firm intention to implement
the Acquisition either by a new, revised or replacement Scheme or Takeover
Offer;
· any offer made in competition with the Acquisition for more than
50% of the issued and to be issued ordinary share capital of the Company is
declared unconditional in accordance with the requirements of the Takeover
Code (if implemented by way of takeover offer) or otherwise becomes effective
in accordance with its terms (if implemented by way of a scheme of
arrangement); or
· Bidco announces, with the consent of the Panel, that it does not
intend to proceed with the Acquisition and no new, revised or replacement
Scheme or Takeover Offer is announced by Bidco in accordance with Rule 2.7 of
the Takeover Code at the same time.
The obligations of Downing LLP under their irrevocable undertaking will lapse
and cease to have effect on and from the earlier of the following occurrences:
· the Scheme Document (or, if applicable the Offer Document) is not
posted by the 28(th) day after the date of this announcement (or such longer
period as may be permitted by the Panel);
· the Scheme or any resolution to be proposed at the General Meeting
is not approved by the requisite majority of the shareholders of the Target at
the Court Meeting or at the General Meeting;
· the Scheme becomes effective in accordance with its terms or the
Takeover Offer (if applicable) is declared unconditional in accordance with
the requirements of the Takeover Code;
· Bidco announces, with the consent of the Panel, that it does not
intend to proceed with the Acquisition and no new, revised or replacement
scheme or offer is announced in accordance with Rule 2.7 of the Takeover Code
at the same time;
· the Scheme lapses or is withdrawn in accordance with its terms,
unless Bidco announces within three Business Days of such lapse or withdrawal
and with the consent of the Panel, a firm intention to switch to a Takeover
Offer (or vice versa if Bidco elects to implement the Acquisition by way of a
Takeover Offer);
· the Scheme does not become Effective by the Long Stop Date, or if
Bidco elects to implement the Acquisition by way of a Takeover Offer, the
Takeover Offer does not become unconditional by the Long Stop Date;
· any competing offer is made with respect to the acquisition of more
than 50% of the issued and to be issued ordinary share capital of the Target
and such competing offer is declared unconditional in accordance with the
requirements of the Takeover Code (if implemented by way of a Takeover Offer)
or otherwise become Effective in accordance with its terms (if implemented by
way of a scheme of arrangement); and
· a person other than Bidco or a member of the Wider Bidco Group or
any person acting in concert with Bidco announces a firm intention to make an
offer (in accordance with Rule 2.7 of the Takeover Code) to acquire all the
issued share capital of Target, other than that already owned by the person
making such offer (Competing Offer), before the General Meeting and Court
Meeting are held provided that: (i) the value of the consideration under the
Competing Offer represents an improvement equal to or more than 5% in the
value of the consideration offered under the Acquisition by Bidco at that
time; and (ii) Bidco has not, within 5 business days of the date of
announcement of the Competing Offer, announced an offer whose value is equal
to or exceeds that of the Competing Offer.
Appendix 4
Details on the Bidco Group, the Consideration Shares and the Consideration
Loan Notes
1. The Bidco Group
Bidco is a special purpose vehicle incorporated for the purpose of
implementing the Acquisition. Bidco is the direct wholly-owned subsidiary of
Midco and Midco is the direct wholly-owned subsidiary of Topco. None of Bidco,
Midco or Topco has traded since the date of their incorporation nor entered
into any obligations other than in connection with the Acquisition.
Bidco is an English private limited company incorporated on 19 November 2025
under the laws of England and Wales. The share capital of Bidco currently
comprises one ordinary share of one pound. Bidco is the borrower under the
Facility Agreement.
Midco is a private limited company incorporated on 18 November 2025 under the
laws of England and Wales. The share capital of Midco currently comprises one
ordinary share of one pound. Midco will issue the Midco Series One Loan Notes
and the Midco Series Two Loan Notes to the Topco Investors as well as the
Consideration Loan Notes (which are also Midco Series Two Loan Notes) to the
Rollover Shareholders. The Midco Series One Loan Notes will only be issued to
the Topco Investors and are on the same terms as the Midco Series Two Loan
Notes except that they may be repaid before the Midco Series Two Loan Notes in
certain circumstances.
Topco is a private limited company incorporated on 18 November 2025 under the
laws of England and Wales. The share capital of Topco currently comprises two
ordinary shares of 0.01 pence each (each being a Topco Ordinary Share).
Shortly after the Effective Date, Topco will be owned by the Topco Investors
(who will provide financing to Topco under the Subscription Agreement) and the
Eligible Inspecs Shareholders who validly elect to receive the Alternative
Offer (who will be issued Topco Ordinary Shares as the Consideration Shares).
The Topco Investors are the members of the Consortium, being Luke Johnson and
Ian Livingstone.
The Topco Investors are entitled under the Subscription Agreement to subscribe
for additional Topco Ordinary Shares and Midco Series Two Loan Notes to fund
fees, expenses and costs in connection with the Offer. Any additional
subscriptions to Topco Ordinary Shares by the Topco Investors following the
Effective Date will dilute the percentage ownership of Topco by Rollover
Shareholders.
2. Rollover arrangements
If an Eligible Inspecs Shareholder elects for the Alternative Offer, they will
be issued with the Consideration Shares and Consideration Loan Notes within 14
days of the Effective Date. In respect of the Consideration Shares and
Consideration Loan Notes, electing Eligible Inspecs Shareholders will receive
Bidco Rollover Loan Notes in the first instance, which will be issued pursuant
to the Bidco Rollover Loan Note Instrument in consideration for the transfer
of their Scheme Shares on the Effective Date. The Bidco Rollover Loan Notes
will then ultimately be exchanged for the Consideration Shares and
Consideration Loan Notes by way of the steps set out below.
Within 14 calendar days of the Effective Date:
· the relevant amount of the Bidco Rollover Loan Notes will (by the
operation of mutual put and/or call options) be exchanged for:
o the relevant amount of Midco Series Two Loan Notes (being the
Consideration Loan Notes); and
o the relevant amount of Midco Rollover Loan Notes;
· the Midco Rollover Loan Notes will then (by the operation of mutual
put and/or call options) be exchanged for the relevant amount of Topco
Ordinary Shares.
Each Bidco Rollover Loan Note, Midco Rollover Loan Note and Midco Series Two
Loan Note is a non-qualifying corporate bond for UK tax purposes.
3. Rights attached to the Consideration Shares
Eligible Inspecs Shareholders who validly elect to receive the Alternative
Offer will receive one Consideration Share for each Inspecs Share that they
hold, in addition to 83.99 pence in par value of Consideration Loan Notes for
each Inspecs Share that they hold.
Each Consideration Share is a Topco Ordinary Share. The share capital of Topco
comprises a single class of ordinary shares with a nominal value of 0.01 pence
each. Each such share, being a Topco Ordinary Share, will have the following
rights:
· Economic rights: to participate pari passu as regards dividends
(the declaration of which will be at the discretion of the Topco Investors),
distributions of assets on a liquidation or other returns of capital. Except
in exceptional circumstances, it is not expected that dividends will be paid
over the life of the investment.
· Voting rights: to receive notice of, attend, speak and vote at all
general meetings and to vote on written resolutions of Topco. On a poll, each
Topco Ordinary Shareholder will have one vote per Topco Ordinary Share.
· Director appointment rights: each Topco Investor will be entitled
to appoint one director to the board of directors of Topco. In addition: (i)
the Topco Investors (acting together) will be entitled to appoint one
non-executive director to the board of directors of Topco; and (ii) Ian
Livingstone and Luke Johnson will have the right to appoint one board observer
each. Each Topco Ordinary Shareholder holding over 15 per cent. of the Topco
Ordinary Shares (other than the Topco Investors) will be entitled to appoint
one director to the board of directors of Topco, provided that: (i) the
relevant Topco Ordinary Shareholder is not (and has not at any time been) in
material breach of the articles of association of Topco or any service
agreement, contract of employment or consultancy agreement with a member of
the Bidco Group; or (ii) an emergency issue of shares to Topco Ordinary
Shareholders has not been proposed or is in progress in connection with an
underperformance event (as set out in the articles of association of Topco).
· Consent matters: certain matters will require the consent of the
Topco Investors.
· Information rights: for Topco Investors and any shareholder holding
over 15 per cent. of the Topco Ordinary Shares.
· Share transfers: the holders of more than 60% of the Topco Ordinary
Shares (such holders to include the Topco Investors) will have drag along
rights which will allow them to force the Rollover Shareholders to sell their
shares to a third party. In respect of any proposed sale which will result in
a third party acquiring more than 50% of the voting rights attaching to the
Topco Shares in issue at the time, under the drag along rights, the Rollover
Shareholders will be entitled to transfer their Topco Shares to the same third
party at the same time, for the same price per Topco Share. The Topco
Investors have the right to transfer their Topco Ordinary Shares to some
permitted transferees. The Topco Ordinary Shareholders will otherwise not be
entitled to transfer their Topco Ordinary Shares except with Investor Consent.
· Share issues: any allotments of shares must be offered to the other
Topco Ordinary Shareholders on a pre-emptive pro rata basis, except in certain
circumstances, which comprise: (i) any issue of shares under an employee share
scheme approved by the board of directors of Topco and the Topco Investors;
(ii) any emergency issue of shares (following or to avoid a default event)
(subject to a "catch-up" right for other shareholders); (iii) or an issue of
shares by way of consideration for an acquisition or in connection with a debt
financing (in each case subject to the consent of the Topco Investors).
· Swamping provisions: the Topco Investors will be able to
temporarily gain extra voting rights in the following circumstances: (i) if
the Inspecs Group is 50 per cent. below rolling 12 months EBITDA budget; (ii)
there is a material risk of breaching covenants in senior financing documents
or an event of default is subsisting in senior financing documents; or (iii)
cashflow forecasts indicate potential cashflow insolvency. If these provisions
are triggered, all Topco Ordinary Shares not held by Topco Investors will
cease to have voting rights and the directors appointed by the Topco Investors
will have a majority of the votes on all directors' resolutions and all other
shareholders will be obliged to cooperate with any action proposed by the
Topco Investors. These enhanced rights in favour of the Topco Investors will
immediately cease upon the breach or failure being cured or remedied to the
satisfaction of the Topco Investors.
· Trading facility: none.
Further detail on the Consideration Shares will be set out in the Scheme
Document.
4. Terms of the Consideration Loan Notes
Eligible Inspecs Shareholders who validly elect to receive the Alternative
Offer will receive 83.99 pence in par value of Consideration Loan Notes for
each Inspecs Share that they hold, in addition to one Consideration Share. The
Consideration Loan Notes are the same as the Midco Series Two Loan Notes for
which the Topco Investors will subscribe.
Each Consideration Loan Note (also being a Midco Series Two Loan Note) is a
non-qualifying corporate bond for UK tax purposes and will be issued by Midco
with the following terms:
· Interest rate: 10 per cent. accruing and compounding annually,
repaid on exit and/or repayment of the Consideration Loan Notes.
· Maturity date: seven years following the issue of the Consideration
Loan Notes (or any such later date as is determined by the Topco Investors).
· Ranking: the Consideration Loan Notes will rank ahead of the Topco
Ordinary Shares but will be subordinated to any third party bank debt. The
Midco Series One Loan Notes may be repaid before the Consideration Loan Notes
if Bidco meets the necessary conditions under the accordion facility in the
Facility Agreement and, having done so, draws down for the purposes of
repaying the Midco Series One Loan Notes.
· Repayment and redemption: only: (i) on the maturity date of the
Consideration Loan Notes; (ii) at the discretion of Midco, with the consent of
the Topco Investors, at any time after the date which is six months plus one
day following the issue of the Consideration Loan Notes; (iii) on a full exit
(which includes the sale of shares in Topco which results in a third party
holding more than 50 per cent. of the voting rights attaching to Topco's
shares at the relevant time, the disposal of assets representing 25 per cent.
or more (by book value) of the consolidated gross tangible assets of the Bidco
Group at the relevant time, the admission to trading of any shares in Topco on
any stock or investment exchange, or a winding up of Topco); or (iv) on an
event of default.
· Transfers: the Topco Investors will have the right to transfer
their Midco Series Two Loan Notes to some permitted transferees (being the
same permitted transferees to whom the Topco Investors can transfer their
Topco Ordinary Shares under the articles of association of Topco). Otherwise,
no transfers of Consideration Loan Notes are permitted, except to any person
to whom the relevant Rollover Shareholder could transfer its Topco Ordinary
Shares under the terms of the articles of association of Topco or with
Investor Consent.
· Security: none.
· Trading facility: none although Midco intends, following completion
of the Acquisition, to apply for the Consideration Loan Notes (along with the
Midco Series One Loan Notes and the Midco Series Two Loan Notes issued to the
Investors) to be traded on a stock exchange in the Channel Islands.
Further detail on the Consideration Loan Notes will be set out in the Scheme
Document.
Appendix 5
Definitions
The following definitions apply throughout this document unless the context
otherwise requires:
Acquisition the proposed acquisition by Bidco of the entire issued, and to be issued,
ordinary share capital of Inspecs (other than the Excluded Shares) by means of
the Scheme, on the terms and subject to the Conditions set out in this
announcement and to be set out in the Scheme Document, or should Bidco so
elect (subject to the consent of the Panel and the terms of the Cooperation
Agreement), by means of a Takeover Offer
AIM the market of that name operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies published by the London Stock Exchange (as amended
from time to time)
Alternative Offer the alternative to the Cash Offer under which Eligible Inspecs Shareholders
may elect to receive Consideration Shares and Consideration Loan Notes on and
subject to the terms of this announcement and the terms and conditions to be
set out the Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document) in due course, further details of which
are set out in this announcement
Alternative Offer Maximum Cap as defined in 'The Alternative Offer' paragraph
Articles the articles of association of Inspecs from time to time
associated undertaking shall be construed in accordance with paragraph 19 of Schedule 6 to The Large
and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008
(SI 2008/410) but for this purpose ignoring paragraph 19(1)(b) of Schedule 6
to those regulations
Authorisations authorisations, orders, grants, recognitions, determinations, confirmations,
consents, licences, clearances, permissions, exemptions or approvals, in each
case of a Third Party
Bidco Bidco 1125 Limited, a private company limited by shares incorporated in
England and Wales with registered number 16864196
Bidco Board the directors of Bidco as at the date of this announcement or, where the
context so requires, the directors of Bidco from time to time
Bidco Group Topco, Midco and Bidco and any of their subsidiary undertakings from time to
time (and where the context permits, each of them)
Bidco Rollover Loan Notes the loan notes issued pursuant to the Bidco Rollover Loan Note Instrument and
to be exchanged for Midco Series Two Loan Notes and Midco Rollover Loan Notes
as part of the rollover arrangements further detailed in Appendix 4
Bidco Rollover Loan Note Instrument the deed poll dated on or around the date of this announcement entered into by
Bidco, under which the Bidco Rollover Loan Notes are to be constituted with
effect from the date on which such notes are to be issued to Eligible Inspecs
Shareholders who have validly elected for the Alternative Offer
Blocking Law (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996
(or any law or regulation implementing such Regulation in any member state of
the European Union); or (ii) any provision of Council Regulation (EC) No
2271/1996 of 22 November 1996, as it forms part of domestic law of the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018
Business Day a day, not being a public holiday, Saturday or Sunday, on which clearing banks
in London are open for normal business
Cash Consideration 84 pence in cash per Inspecs Share
Cash Offer the offer for each Inspecs Share of 84 pence in cash under the terms of the
Acquisition
Cavendish Cavendish Capital Markets Limited
certificated or certificated form in relation to a share or other security, a share or other security title
which is recorded in the relevant register of the share or other security as
being held in certificated form (that is, not in CREST)
Closing Price the closing middle market price of an Inspecs Share as derived from the AIM
Appendix to the Daily Official List on any particular date
Companies Act the Companies Act 2006
Condition each of the conditions to the implementation of the Acquisition (including the
Scheme) listed in Part A of Appendix 1 and to be set out in the Scheme
Document and any reference to a numbered Condition shall be a reference to the
Condition set out in the paragraph of Part A of Appendix 1 bearing such
number
Confidentiality Agreement the confidentiality agreement dated 18 September 2025 between Ian Livingstone,
Risk Capital and Inspecs, as described in paragraph 11 of this announcement
Connected Persons means each and any of: (i) the relevant person's close relatives (as defined
in the Takeover Code); (ii) the trustees of any trust of which the relevant
person and/or the persons mentioned in (i) is a beneficiary (including a
discretionary beneficiary); and/or any company or other entity in which the
relevant person or any of the persons mentioned in (i) and (ii), directly or
indirectly, controls 30% of more of the voting rights, has the right to
appoint or remove a majority of the members of its board of directors, or
which is accustomed to act in accordance with the instructions of any such
person because such person has the power to exercise, or actually exercises,
dominant influence or control
Consideration Loan Notes consideration loan notes to be issued by Midco, to Eligible Inspecs
Shareholders validly electing for the Alternative Offer
Consideration Shares ordinary shares of 0.01 pence each in the capital of Topco, to be issued to
Eligible Inspecs Shareholders validly electing for the Alternative Offer
Consortium Luke Johnson and Ian Livingstone
Cooperation Agreement the agreement dated 10 December 2025 between Bidco and Inspecs and relating,
among other things, to the implementation of the Acquisition, further details
of which are set out in paragraph 11 of this announcement
Court the High Court of Justice of England and Wales
Court Meeting the meeting(s) of Voting Scheme Shareholders to be convened by order of the
Court pursuant to section 896 of the Companies Act, notice of which will be
set out in the Scheme Document, at which a resolution will be proposed for the
purpose of considering and, if thought fit, approving the Scheme (with or
without amendment), including any adjournment thereof
CREST the relevant system (as defined in the Regulations) in respect of which
Euroclear is the operator (as defined in CREST)
Daily Official List the daily official list of the London Stock Exchange
Dealing Disclosure an announcement pursuant to Rule 8 of the Takeover Code containing details of
dealings in interests in relevant securities of a party to an offer
Disclosed the information disclosed by or on behalf of Inspecs: (i) in the annual report
and audited accounts of the Inspecs Group for the year ended 31 December 2024;
(ii) in this announcement; (iii) in any other announcement to a Regulatory
Information Service by or on behalf of Inspecs in the two calendar years prior
to the date of this announcement; or (iv) fairly disclosed in writing
(including via the virtual data room operated by or on behalf of Inspecs in
respect of the Acquisition) or orally in meetings and calls by Inspecs
management prior to the date of this announcement to Bidco or Bidco's
officers, employees and advisers (in their capacity as such)
Disclosure Guidance and Transparency Rules the Disclosure Guidance and Transparency Rules sourcebook issued by the FCA,
as amended from time to time
Effective in the context of the Acquisition: (i) if the Acquisition is implemented by
way of the Scheme, the Scheme having become effective pursuant to and in
accordance with its terms; or (ii) if the Acquisition is implemented by way of
a Takeover Offer, the Takeover Offer having been declared or having become
unconditional in accordance with the requirements of the Takeover Code
Effective Date the date on which the Acquisition becomes Effective
Eligible Inspecs Shareholders an Inspecs Shareholder who is not a Restricted Inspecs Shareholder
Euroclear Euroclear UK & International Limited
Excluded Shares any (i) Inspecs Shares registered in the name of, or beneficially owned by
Bidco or any other member of the Bidco Group, or any nominee of the foregoing,
(if any) at the Scheme Record Time; (ii) Inspecs Shares held as treasury
shares (as defined in section 724(5) of the Companies Act) (if any) at the
Scheme Record Time; and (iii) which Bidco and Inspecs agree will not be
subject to the Scheme
Facility Agreement the facility agreement to be entered into between Bidco and HSBC UK Bank plc
in relation to the £20 million term acquisition facility
FCA the Financial Conduct Authority or its successor from time to time
Form of Election the form of election for use by an Eligible Inspecs Shareholder who holds
Scheme Shares in certificated form in relation to the Alternative Offer, and
which will accompany the Scheme Document
Forms of Proxy the form of proxy for use at the Court Meeting and the form of proxy for use
at the General Meeting, which will accompany the Scheme Document
General Meeting the general meeting of Inspecs Shareholders to be convened in connection with
the Scheme to consider and, if thought fit, pass the Resolution, notice of
which will be contained in the Scheme Document, and any adjournment,
postponement or reconvention thereof
H2EP H2 Equity Partners Ltd
Inspecs or Company Inspecs Group plc
Inspecs Directors the directors of Inspecs as at the date of this announcement or, where the
context so requires, the directors of Inspecs from time to time
Inspecs Group Inspecs and its subsidiary undertakings from time to time (and where the
context permits, each of them)
Inspecs Share(s) the ordinary shares of 1 pence each in the capital of Inspecs
Inspecs Shareholder(s) the registered holders of Inspecs Shares from time to time
Inspecs Share Plans the Inspecs Group plc Long Term Incentive Plan 2020 and individual option
agreements dated 10 December 2019
Investor Consent the consent of both Luke Johnson and Ian Livingstone
Last Accounts Date 31 December 2024
Latest Practicable Date 9 December 2025, being the last Business Day prior to the date of this
announcement
London Stock Exchange London Stock Exchange plc or its successor
Long Stop Date 30 June 2026 or such later date, if any, (a) as Bidco and Inspecs may agree,
or (b) (in a competitive situation) as may be specified by Bidco with the
consent of the Panel, and in each case that (if so required) the Court may
allow
Market Abuse Regulation the Market Abuse Regulation (EU) no.596/2014 as it forms part of English law
by virtue of the European Union (Withdrawal) Act 2018
Meetings the Court Meeting and the General Meeting
Midco Midco 1125 Limited, a private company limited by shares incorporated in
England and Wales with registered number 16863706
Midco Rollover Loan Note the loan notes issued pursuant to a loan note instrument to be executed by
Midco and to be exchanged for Topco Ordinary Shares as part of the rollover
arrangements further detailed in Appendix 4
Midco Rollover Loan Note Instrument the instrument constituting the Midco Rollover Loan Notes
Midco Series One Loan Notes the loan notes to be issued by Midco to the Topco Investors pursuant to a loan
note instrument to be executed by Midco and the terms of the Subscription
Agreement
Midco Series One Loan Note Instrument the instrument constituting the Midco Series One Loan Notes
Midco Series Two Loan Notes the loan notes issued to (i) the Topco Investors and (ii) the Eligible Inspecs
Shareholders validly electing for the Alternative Offer, pursuant to a loan
note instrument to be executed by Midco
Midco Series Two Loan Note Instrument the instrument constituting the Midco Series Two Loan Notes
NSI Act National Security and Investment Act 2021
Offer Document should the Acquisition be implemented by way of a Takeover Offer, the offer
document to be sent to (among others) Inspecs Shareholders setting out, among
other things, the full terms and conditions of the Takeover Offer
Offer Period the offer period in relation to Inspecs that commenced on 23 October 2025
Opening Position Disclosure an announcement pursuant to Rule 8 of the Takeover Code containing details of
interests or short positions in, or rights to subscribe for, any relevant
securities of a party to the Acquisition
Overseas Shareholders holders of Scheme Shares who are resident in, ordinarily resident in, or
citizens of, jurisdictions outside the United Kingdom
Panel the Panel on Takeovers and Mergers
Peel Hunt Peel Hunt LLP
Possible Offer Announcement the announcement of 23 October 2025, released by the Company in accordance
with Rule 2.4 of the Takeover Code, regarding the proposals received by the
Company from H2EP, the Consortium and Safilo
Registrar of Companies the Registrar of Companies in England and Wales
Regulations the Uncertificated Securities Regulations 2001
Regulatory Information Service any information service authorised from time to time by the FCA for the
purpose of disseminating regulatory announcements
Relevant Authority any central bank, ministry, governmental, quasigovernmental (including the
European Union), supranational, statutory, regulatory or investigative body or
authority (including any national or supranational antitrust or merger control
authority, any sectoral ministry or regulator and any foreign investment
review body), national, state, municipal or local government (including any
subdivision, court, administrative agency or commission or other authority
thereof), any entity owned or controlled by them, any private body exercising
any regulatory, taxing, importing or other authority, trade agency,
association, institution or professional or environmental body in any
jurisdiction
relevant securities shall be construed in accordance with the Takeover Code
R&D research and development
Resolution the special resolution to be proposed at the General Meeting in connection
with the implementation of the Scheme and the amendment of the Articles
Restricted Inspecs Shareholders an Inspecs Shareholder in, or resident in, a Restricted Jurisdiction
Restricted Jurisdiction any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Acquisition is sent or made available to Inspecs Shareholders in that
jurisdiction
Risk Capital Risk Capital Limited, a private company limited by shares incorporated in
England and Wales with registered number 03361553
Rollover Shareholders any holder of Consideration Shares from time to time
Safilo Safilo Group S.p.A
Safilo Asset Proposal as defined in 'Background to and reasons for the Recommendation'
Safilo Offer as defined in 'Background to and reasons for the Recommendation'
Sanction Hearing the hearing of the Court to sanction the Scheme pursuant to Part 26 of the
Companies Act and, if such hearing is adjourned, reference to commencement of
any such hearing shall mean the commencement of the final adjournment thereof
Scheme the scheme of arrangement proposed to be made under Part 26 of the Companies
Act between Inspecs and the holders of Scheme Shares in connection with the
Acquisition, with or subject to any modification, addition or condition
approved or imposed by the Court and agreed by Inspecs and Bidco
Scheme Court Order the order of the Court sanctioning the Scheme under Part 26 of the Companies
Act
Scheme Document the document to be sent to Inspecs Shareholders and persons with information
rights containing, amongst other things, the Scheme, the full terms and
conditions of the Scheme and notices convening the Meetings
Scheme Record Time the time and date to be specified in the Scheme Document, expected to be 6.00
p.m. on the Business Day immediately prior to the Effective Date
Scheme Shareholders holders of Scheme Shares
Scheme Shares all Inspecs Shares: (i) in issue at the date of the Scheme Document;
(ii) (if any) issued after the date of the Scheme Document but before the
Voting Record Time; and (iii) (if any) issued at or after the Voting Record
Time but before the Scheme Record Time in respect of which the original or any
subsequent holders thereof are, or shall have agreed in writing to be, bound
by the Scheme, in each case remaining in issue at the Scheme Record Time, but
excluding the Excluded Shares
Secretary of State the Secretary of State in the Cabinet Office
Subscription Agreement the subscription agreement dated on or around the date of this announcement
between Topco, Midco, Bidco and the Topco Investors
subsidiary, subsidiary undertaking and undertaking shall be construed in accordance with the Companies Act
Takeover Code the City Code on Takeovers and Mergers issued by the Panel, as amended from
time to time
Takeover Offer if (subject to the consent of the Panel) Bidco elects to effect the
Acquisition by way of a takeover offer (as defined in Chapter 3 of Part 28 of
the Companies Act), the offer to be made by or on behalf of Bidco on the terms
and subject to the conditions to be set out in the related Offer Document and,
where the context admits, any subsequent revision, variation, extension or
renewal of such offer
Third Party has the meaning given in Condition 3.1
Topco Topco 1125 Limited, a private company limited by shares incorporated in
England and Wales with registered number 16863454
Topco Articles the articles of association of Topco from time to time
Topco Investors Luke Johnson and Ian Livingstone
Topco Ordinary Shareholders the holders of Topco Ordinary Shares
Topco Ordinary Shares ordinary shares of 0.01 pence each in the capital of Topco
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
US or United States the United States of America
uncertificated or in uncertificated form a share or other security title to which is recorded in the relevant register
of the share or security as being held in uncertificated form, in CREST, and
title to which, by virtue of the Regulations, may be transferred by means of
CREST
US Exchange Act the US Securities Exchange Act of 1934
US Securities Act the US Securities Act of 1933
Voting Record Time the time and date to be specified in the Scheme Document by reference to which
entitlement to vote on the Scheme will be determined
Voting Scheme Shares the Scheme Shares, other than the Scheme Shares held by Luke Johnson (who will
confirm his approval of, and agreement to be bound by, the Scheme in a letter
of confirmation to the Court)
Voting Scheme Shareholders the holders of the Voting Scheme Shares
Wider Bidco Group Topco and its associated undertakings and any other body corporate,
partnership, joint venture or person in which Topco and such undertakings
(aggregating their interests) have an interest of more than 30 per cent. of
the voting or equity capital or the equivalent
Wider Inspecs Group Inspecs and its associated undertakings and any other body corporate,
partnership, joint venture or person in which Inspecs and such undertakings
(aggregating their interests) have an interest of more than 30 per cent. of
the voting or equity capital or the equivalent (excluding, for the avoidance
of doubt, the Bidco Group, and all of its associated undertakings which are
not members of the Inspecs Group)
References to an enactment include references to that enactment as amended,
replaced, consolidated or re-enacted by or under any other enactment before or
after the date of this announcement.
All references to "pounds", "pounds Sterling", "Sterling", "GBP", "£",
"pence", "penny" and "p" are to the lawful currency of the United Kingdom.
All times referred to are London time unless otherwise stated.
A reference to "includes" shall mean "includes without limitation", and
references to "including" and any other similar term shall be construed
accordingly.
Words in the singular shall include the plural and vice versa.
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