REG - Risk Capital Ltd Inspecs Group PLC - Switch to a Takover Offer

InspecsAnnouncement

20/02/2026 18:15

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RNS Number : 9104T  Risk Capital Ltd  20 February 2026

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

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 OFFER DOCUMENT
WHICH IS EXPECTED TO BE PUBLISHED ON 23 FEBRUARY 2026.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

20 February 2026

SWITCH FROM SCHEME OF ARRANGEMENT TO A TAKEOVER OFFER

For

Inspecs Group PLC

by

Bidco 1125 Limited

(a newly formed company indirectly owned by Luke Johnson and Ian Livingstone)

THE ACQUISITION WILL NOW BE IMPLEMENTED BY WAY OF A TAKEOVER OFFER ON THE
BASIS SET OUT IN THE OFFER DOCUMENT.

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

On 10 December 2025, the boards of directors of Bidco 1125 Limited (Bidco) and
Inspecs Group plc (Inspecs) announced that they had reached agreement on the
terms and conditions of a recommended cash acquisition to be made by Bidco
(which is indirectly owned by Luke Johnson and Ian Livingstone (together the
Consortium)) for the entire issued and to be issued share capital of Inspecs
(Acquisition), to be implemented by way of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (Scheme), or, if Bidco
elects, with the consent of the board of directors of Inspecs and the Panel, a
Takeover Offer under Part 28 of the Companies Act 2006 (Takeover Offer).

Unless otherwise defined in this announcement, capitalised terms used but not
defined in this announcement shall have the meanings given to them in the
scheme document in respect of the Acquisition published and made available to
Inspecs Shareholders on 15 January 2026 (Scheme Document).

On 6 February 2026, Inspecs announced the adjournment of each of the Court
Meeting and the General Meeting from 9 February 2026 to 23 February 2026.

Bidco today announces a switch from the Scheme to a Takeover Offer. Bidco
expects to publish and make available the Offer Document on 23 February 2026.

The board of directors of Inspecs has resolved, as more fully set out below,
to recommend the Takeover Offer to Inspecs Shareholders.

The Cash Offer and the Alternative Offer

Under the terms of the Cash Offer, each holder of Inspecs Shares (excluding
those Inspecs Shares held by Bidco and Luke Johnson) will be entitled to
receive:

for each Inspecs Share: 84 pence in cash

The Takeover 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 will remain available to Inspecs Shareholders (other
than Inspecs Shareholders in Restricted Jurisdictions) on terms unchanged to
those previously described in the Scheme Document and to be described in the
Offer Document. As the Acquisition is now being implemented by way of a
Takeover Offer, if you have submitted an election via a Form of Election or
Electronic Election in relation to the Alternative Offer under the Scheme,
such election will no longer be valid, and you will need to take action to be
set out in the Offer Document to accept the Alternative Offer.

Switch from a Scheme to a Takeover Offer

The boards of directors of Bidco and Inspecs are of the view that the terms
and conditions of the Acquisition are in the best interests of Inspecs
Shareholders as a whole, and therefore, in order to increase the certainty of
the Acquisition becoming Effective, Bidco has determined, with the consent of
Inspecs and the Panel, to implement the Acquisition by way of a recommended
Takeover Offer, rather than by way of the Scheme.

As a result, the Acquisition will no longer be implemented by way of the
Scheme as previously announced in the Rule 2.7 Announcement (as defined below)
and the Scheme Document. Inspecs Shareholders will need to take the actions to
be set out in the Offer Document to accept the Offer. Inspecs Shareholders are
encouraged to accept the Offer as soon as possible after the publication of
the Offer Document.

The Takeover Offer is conditional on valid acceptances of more than 50 per
cent. of the voting rights normally exercisable at general meetings of Inspecs
(as described in more detail in the definition of Acceptance Condition below)
and all other Conditions (as detailed below) being satisfied or (if capable of
waiver) waived.

In this regard, Bidco observes that it has received irrevocable undertakings
from Inspecs Shareholders which represent approximately 31.9 per cent. of
Inspecs' existing issued share capital (including an irrevocable from Luke
Johnson in respect of his holding of approximately 5.9 per cent. of Inspecs'
existing issued share capital). In addition, as announced on 6 February 2026,
Bidco holds approximately 19.1 per cent. of Inspecs' existing issued share
capital, as further described below and as set out in the Appendix to this
announcement.

Accordingly, the total number of Inspecs Shares held by Bidco, together with
those subject to irrevocable undertakings, is 51,893,384 representing
approximately 51.0 per cent of Inspecs' voting rights.

Cancellation of Court Meeting and General Meeting

The business to be dealt with at the Court Meeting and the General Meeting
relating to the Scheme is now rendered redundant by virtue of the fact that
the Acquisition is now to be implemented by way of a Takeover Offer and not by
way of the Scheme. Accordingly, any proxy votes lodged with respect to the
Scheme are now invalid.

The Inspecs Directors strongly advise that Inspecs Shareholders do not attempt
to attend the Court Meeting and the General Meeting that were scheduled for 23
February 2026 as those meetings, by virtue of this announcement, will not now
take place.

Conditions

Save where set out in this announcement, the terms and conditions of the
Acquisition remain unchanged from those set out in the Scheme Document
(subject to appropriate amendments to reflect the change in structure by which
the Acquisition is to be implemented). The Conditions will be amended only
insofar as required to reflect the implementation of the Acquisition by way of
the Takeover Offer. The amended conditions will be set out in full in the
Offer Document (Conditions).

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

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.

The Inspecs Directors continue to consider that the terms of the Cash Offer
and the Acquisition are in the best interests of the Inspecs Shareholders as a
whole. Accordingly, the Inspecs Directors unanimously recommend that the
Inspecs Shareholders accept or procure acceptance of the Takeover Offer, as
the Inspecs Directors who currently hold or control Inspecs Shares have
irrevocably undertaken to do (or instruct to be done) 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 as at close of
business on 19 February 2026 (Latest Practicable Date)). Further details of
these undertakings are set out in the Appendix to this announcement.

Peel Hunt is 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, 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
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 or Midco 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.

Robin Totterman and Richard Peck have irrevocably each undertaken to elect for
the Alternative Offer in respect 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 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 as set out in Part VI of the Scheme Document and to be
set out in Part V of the Offer Document.

Irrevocable undertakings and share dealings

All of the irrevocable undertakings described in the Scheme Document, except
to the extent set out in the announcement made by Bidco on 6 February 2026,
continue to remain applicable and valid in relation to the Takeover Offer,
such that Bidco has received irrevocable undertakings to accept the Takeover
Offer in respect of a total of 32,434,773 Inspecs Shares (including an
irrevocable from Luke Johnson with respect of his holding of 5,959,270 Inspecs
Shares), representing approximately 31.9 per cent. of the existing ordinary
share capital of Inspecs as at close of business on the Latest Practicable
Date.

In addition, on 6 February 2026, Bidco purchased a total of 19,458,611 Inspecs
Shares, representing approximately 19.1 per cent. of the existing issued
ordinary share capital of Inspecs as at close of business on the Latest
Practicable Date.

For the avoidance of doubt, the Inspecs Shares so purchased included 3,381,133
Inspecs Shares purchased from Downing (in its capacity as manager of certain
funds), which were previously subject to an irrevocable undertaking received
by Bidco. The terms of this irrevocable undertaking are unchanged and continue
to apply to the remaining 5,207,636 Inspecs Shares (representing approximately
5.1 per cent. of the existing issued ordinary share capital of Inspecs as at
close of business on the Latest Practicable Date) which were subject to that
irrevocable undertaking.

Intentions of Bidco

Bidco and the Consortium confirm that the switch in offer structure does not
change their intentions as regards the business of Inspecs as set out in
section 9 of the announcement pursuant to rule 2.7 of the Takeover Code (Rule
2.7 Announcement) and the Scheme Document..

Offer Document

The Offer Document containing, amongst other things, the full terms and
conditions of the Acquisition and the actions to be taken by the Inspecs
Shareholders with regard to the procedure for acceptance, together with the
related form of acceptance and election, is expected to be published and
posted on 23 February 2026 (subject to certain restrictions relating to
persons residing in Restricted Jurisdictions). Subject to the same
restrictions, the Offer Document will also be made available by Inspecs on its
website at www.inspecs.com/investor-relations
(https://www.inspecs.com/investor-relations) and the website of Risk Capital
Partners at
www.riskcapitalpartners.co.uk/offer-for-inspecs-group-plc/documents/
(http://www.riskcapitalpartners.co.uk/offer-for-inspecs-group-plc/documents/)
.

Timetable

Further details of the expected timetable are to be set out in the Offer
Document. Bidco confirms that the Long Stop Date for the Takeover Offer will
be 30 June 2026 as set out previously in the Rule 2.7 Announcement and the
Scheme Document.

Inspecs Share Plans

Participants in the Inspecs Share Plans will be contacted regarding the effect
of the Acquisition on their rights under the Inspecs Share Plans.

As previously described in the Scheme Document, 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 none of the outstanding options under the Inspecs
Share Plans are expected to be exercised.

Other Consequences of the Takeover Offer

If, following the Takeover Offer becoming or being declared unconditional,
Bidco has not acquired or agreed to acquire at least 75 per cent. of the
issued share capital of Inspecs, Bidco will not, by virtue of its own
shareholding be in a position to procure the cancellation of admission to
trading on AIM of Inspecs Shares and the cancellation would need to be
approved at a meeting of shareholders of Inspecs. Bidco reiterates statements
in the Scheme Document with regard to its view that a private company
environment would be more appropriate for Inspecs, particularly as the
proportion of Inspecs Shares in public hands will likely be highly limited
following the Offer becoming or being declared unconditional. It remains the
intention of Bidco therefore in due course to seek the cancellation of
admission to trading on AIM of Inspecs Shares and Bidco intends to explore its
options in this regard. In the meantime, Bidco will have significant control
over Inspecs and intends for Inspecs to comply only with the minimum
requirements prescribed by applicable laws and regulations for public
companies admitted to trading on AIM.

If the Takeover Offer becomes or is declared unconditional, Bidco could also
increase its aggregate shareholding in Inspecs without restriction (save for
the restriction in Rule 35.3 of the Takeover Code regarding the acquisition of
Inspecs Shares at a price higher than the offer price in the six months
following the Takeover Offer becoming unconditional) and may, in due course,
acquire 75 per cent. or more of the voting rights of Inspecs. In the meantime,
Inspecs Shares in respect of which the Takeover Offer has not been accepted at
that time are likely to be affected by significantly reduced trading volume
and reduced liquidity as a consequence.

None of the statements in this section constitute "post-offer undertakings"
for the purposes of Rule 19.5 of the Takeover Code.

 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.

 

Further information

Cavendish Capital Markets Limited (Cavendish), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
as financial adviser exclusively for the Bidco Group and no one else in
connection with the matters set out in this announcement and will not regard
any other person as their client in relation to such matters and will not be
responsible to anyone other than the Bidco Group for providing the protections
afforded to clients of Cavendish nor for providing advice in relation to the
contents of, or any matter referred to in, this announcement or any
transaction or arrangement referred to herein. Neither Cavendish nor any of
its subsidiaries or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Cavendish in connection with this announcement, any statement contained
herein, any transaction or arrangement referred to herein, or otherwise.

Peel Hunt LLP (Peel Hunt), which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting as financial adviser,
nominated adviser and broker exclusively for Inspecs and no one else in
connection with the matters set out in this announcement and will not regard
any other person as their client in relation to such matters and will not be
responsible to anyone other than Inspecs for providing the protections
afforded to clients of Peel Hunt nor for providing advice in relation to the
contents of, or any matter referred to in, this announcement or any
transaction or arrangement referred to herein. Neither Peel Hunt nor any of
its subsidiaries or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Peel
Hunt in connection with this announcement, any statement contained herein, any
transaction or arrangement referred to herein, or otherwise.

This announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise, nor shall there be any purchase, sale, issuance or
transfer of securities of Inspecs or such solicitation in any jurisdiction in
contravention of applicable law. The Acquisition will be implemented solely
pursuant to the terms of the Offer Document (or if the Acquisition is
implemented by way of a Scheme, the Scheme Document) which, together with the
form of acceptance and election, will contain the full terms and conditions of
the Acquisition, including details of how to accept the Takeover Offer. Any
response in relation to the Acquisition should be made only on the basis of
the information contained in the Offer Document (or if the Acquisition is
implemented by way of a Scheme, the Scheme Document).

This announcement has been prepared for the purpose of complying with English
law and the Takeover Code and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been prepared in
accordance with the laws or jurisdictions outside the United Kingdom.

This announcement does not constitute a prospectus, prospectus equivalent
document or exempted document.

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

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.

This announcement contains inside information in relation to Inspecs for the
purposes of Article 7 of the Market Abuse Regulation.

The person responsible for arranging the release of this announcement on
behalf of Inspecs is Elliott Smith. Inspecs's Legal Entity Identifier is
2138008Z4S4DHR6NE933.

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

Overseas Shareholders

The release, publication or distribution of this announcement in or into
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than the UK
should inform themselves of, and observe, any applicable legal or regulatory
requirements. Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person. This announcement has been prepared in accordance
with and for the purpose of complying with English law, the Takeover Code, the
AIM Rules, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and information disclosed may not be the same as that which
would have been prepared in accordance with the laws of jurisdictions outside
England and Wales.

The availability of the Acquisition to Inspecs Shareholders who are not
resident in and citizens of the UK may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions. Any person
(including, without limitation, nominees, trustees and custodians) who would,
or otherwise intends to, forward this announcement, the Offer Document or any
accompanying document to any jurisdiction outside the UK should refrain from
doing so and seek appropriate professional advice before taking any action.
Any failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person. Further details in relation to Overseas
Shareholders will be included in the Offer Document.

Copies of this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction and
persons receiving such documents (including, without limitation, agents,
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send the same in or into or from any Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction. Unless otherwise
permitted by applicable law and regulation, the Takeover Offer may not be made
directly or indirectly, in, into, from, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of,
any Restricted Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.

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

Notice to US holders of Inspecs Shares

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

The Cash Offer is being made in the US pursuant to all applicable laws and
regulations, including, to the extent applicable, Section 14(e) and Regulation
14E under the US Exchange Act and otherwise in accordance with the
requirements of the Code. Accordingly, the Takeover Offer will be subject to
disclosure and other procedural requirements, including with respect to
withdrawal rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic tender
offer procedures and law. The Takeover Offer is being made in the US by Bidco
and no-one else.

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

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

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

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

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

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

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

Forward looking statements

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

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

There are a number of factors which could affect the future operations of
Inspecs, the Wider Inspecs Group, Bidco and/or the Wider Bidco Group and that
could cause actual results and developments to differ materially from those
expressed or implied in forward-looking statements. The factors that could
cause actual results to differ materially from those described in the
forward-looking statements include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of the Conditions on the proposed
terms; changes in the global, political, economic, business and competitive
environments and in market and regulatory forces; changes in future exchange
and interest rates; changes in tax rates; future business combinations or
dispositions; changes in general and economic business conditions; changes in
the behaviour of other market participants; the anticipated benefits of the
Acquisition not being realised as a result of changes in general economic and
market conditions in the countries in which Bidco and Inspecs operate; weak,
volatile or illiquid capital and/or credit markets; changes in the degree of
competition in the geographic and business areas in which Bidco and Inspecs
operate; and changes in laws or in supervisory expectations or requirements.
Other unknown or unpredictable factors could cause actual results to differ
materially from those expected, estimated or projected in the forward-looking
statements. If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions proves incorrect, actual results may
differ materially from those expected, estimated or projected. Such
forward-looking statements should therefore be construed in the light of such
factors.

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

Other than in accordance with their legal or regulatory obligations, neither
Bidco nor Inspecs is under any obligation, and Bidco and Inspecs expressly
disclaim any intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. or more of any class of relevant securities of an offeree company or of
any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code
applies must be made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th business day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror(s),
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 pm (London time) on the business day following the
date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, (http://www.thetakeoverpanel.org.uk/) including
details of the number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any
doubt as to whether you are required to make an Opening Position Disclosure or
a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
and the documents required to be published by Rule 26 of the Takeover Code
will be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on the website of Risk Capital Partners
at www.riskcapitalpartners.co.uk/offer-for-inspecs-group-plc/documents/
(http://www.riskcapitalpartners.co.uk/offer-for-inspecs-group-plc/documents/)
and on Inspecs' website at www.inspecs.com/investor-relations
(https://www.inspecs.com/investor-relations) by no later than 12 noon (London
time) on the Business Day following this announcement. For the avoidance of
doubt, neither the content of these websites nor of any website accessible
from hyperlinks set out in this announcement is incorporated by reference or
forms part of this announcement.

No profit forecasts, estimates or quantified financial benefits statements

No statement in this announcement is intended as, or is to be construed as, a
profit forecast, profit estimate or quantified financial benefits statement
for any period and no statement in this announcement should be interpreted to
mean that earnings or earnings per share for Inspecs for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Inspecs.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Inspecs Shareholders,
persons with information rights and participants in the Inspecs Share Plans
may request a hard copy of this announcement by contacting Inspecs'
registrars, Equiniti Limited, during business hours on +44 (0) 371 384 2050.
 Please note that lines are open between 8.30 a.m. to 5.30 p.m. (UK time)
Monday to Friday (except public holidays in England and Wales). For deaf and
speech impaired customers, Equiniti welcome calls via Relay UK. Please see
www.relayuk.bt.com for more information. Alternatively, a request may be
submitted in writing to Equiniti Limited, Aspect House, Spencer Road, Lancing,
West Sussex, BN99 6DA, with an address to which the hard copy may be sent. In
accordance with Rule 30.3 of the Takeover Code, such persons may also request
that all future documents, announcements and information to be sent to them in
relation to the Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other
information provided by Inspecs Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Inspecs may
be provided to Bidco during the offer period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.

Rounding

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

General

If the Takeover Offer becomes or is declared unconditional and sufficient
acceptances are received, Bidco intends to exercise its rights to apply the
provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire
compulsorily the remaining Inspecs Shares in respect of which the Takeover
Offer has not been accepted.

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

Rule 2.9 of the Takeover Code

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

 

 

 

 

 

 

 

 

 

Appendix

Summary of Irrevocable Undertakings

1.       Inspecs Directors

The following Inspecs Directors have given irrevocable undertakings to accept,
or procure the acceptance of, the Takeover Offer in respect of their own
beneficial holdings (or those Inspecs Shares over which they have control) of
Inspecs Shares. These Inspecs Directors have also irrevocably undertaken to
vote against any competing proposal.

 Name                 Total Number of Inspecs Shares*  Percentage of existing issued ordinary share capital of Inspecs*  Number of Inspecs Shares electing to receive the Alternative Offer
 Angela Farrugia      31,904                           0.03%                                                             0
 Christopher Hancock  23,448                           0.02%                                                             0
 Richard Peck         9,523                            0.01%                                                             9,523
 Robin Totterman**    19,024,262                       18.71%                                                            18,174,209
 Total                19,089,137                       18.78%                                                            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.

2.       Inspecs Shareholders

Each of the following Inspecs Shareholders has given an irrevocable
undertaking to accept, or procure the acceptance of, the Takeover Offer in
respect of their own beneficial holdings (or those Inspecs Shares over which
they have control) of Inspecs Shares. Of these Inspecs Shareholders only Luke
Johnson has undertaken to elect to receive the Alternative Offer. Luke Johnson
and Christopher Kay have also irrevocably undertaken to vote against any
competing proposal.

 Name             Total Number of Inspecs Shares*  Percentage of existing ordinary issued share capital of Inspecs*
 Luke Johnson     5,959,270                        5.86%
 Christopher Kay  2,178,730                        2.14%
 Downing LLP**    5,207,636                        5.12%
 Total            13,345,636                       13.12%

*as at the Latest Practicable Date.

** since the date of the Scheme Document, Bidco acquired 3,381,133 Inspecs
Shares purchased from Downing in its capacity as manager of certain funds.

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