REG - Inspecs Group PLC - Statement re First Seagull letter

InspecsAnnouncement

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RNS Number : 1986F  Inspecs Group PLC  29 October 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 OF SUCH JURISDICTION

 

FOR IMMEDIATE RELEASE

 

29 October 2025

 

Inspecs Group PLC ("Inspecs", or the "Company")

 

Statement regarding First Seagull letter

 

 

 

The Board of Directors of Inspecs announces that it has received a letter from
First Seagull on 24 October 2025 (the "Letter") which expresses various
opinions of First Seagull.

As announced on 23 October 2025, Inspecs has received different unsolicited
proposals from H2 Equity Partners Ltd., a consortium comprising Risk Capital
Partners and Ian Livingstone, and Safilo Group S.p.A.  The Board confirms
that on receipt of the first of these approaches it formed a Transaction
Committee comprising only independent non-executive directors. The Transaction
Committee is working with its financial and legal advisers to assess all of
the Company's options.

The Letter is available on the Company's website at
https://www.inspecs.com/investor-relations
(https://www.inspecs.com/investor-relations) .

 

 

Enquiries:

 

 Inspecs Group plc                       via FTI Consulting

 Peel Hunt LLP (Financial Adviser, NOMAD and Broker)         +44 (0) 20 3597 8639
 George Sellar
 Michael Nicholson
 Andrew Clark

 FTI Consulting (Financial PR)                               +44 (0) 20 3727 1000
 Alex Beagley
 Harriet Jackson
 Amy Goldup

 

 

Important information

 

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively as financial adviser and corporate
broker to Inspecs and for no one else in connection with the matters referred
to in this announcement and will not be responsible to any person other than
Inspecs for providing the protections afforded to clients of Peel Hunt, nor
for providing advice in relation to the matters referred to herein. Neither
Peel Hunt nor any of its 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 the matters referred to in this announcement, or
otherwise.

 

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation 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, whether pursuant to
this announcement or otherwise. Any offer, if made, will be made solely by
certain offer documentation, which will contain the full terms and conditions
of any offer, including details of how it may be accepted.

 

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom and the availability of any offer to
shareholders of Inspecs who are not resident in the United Kingdom may be
affected by the laws of relevant jurisdictions. Therefore any persons who are
subject to the laws of any jurisdiction other than the United Kingdom or
shareholders of Inspecs who are not resident in the United Kingdom will need
to inform themselves about, and observe, any applicable requirements. Any
failure to comply with such requirements may constitute a violation of the
securities law of any such jurisdiction.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the City Code of Takeovers and Mergers (the "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 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 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 Takeover
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 Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) at www.inspecs.com/investor-relations
(http://www.inspecs.com/investor-relations) by no later than 12 noon (London
time) on the business day following the date of this announcement. The content
of the website referred to in this announcement is not incorporated into and
does not form part of this announcement.

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