REG - Kohlberg Kravis R. Spectris PLC - Statement re Increased Offer

SpectrisAnnouncement

Tue 07:02

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250805:nRSE9715Ta&default-theme=true

RNS Number : 9715T  Kohlberg Kravis Roberts & Co LP  05 August 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 SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

5 August 2025

 RECOMMENDED CASH ACQUISITION

 of

 SPECTRIS PLC ("Spectris")

 by

 PROJECT AURORA BIDCO LIMITED ("Bidco")

 (a special purpose vehicle indirectly wholly-owned by funds advised by
 Kohlberg Kravis Roberts & Co. L.P. and its affiliates)

 to be effected by means of a Scheme of Arrangement under Part 26 of the
 Companies Act 2006

RECOMMENDED INCREASED CASH OFFER

WITHDRAWAL OF RECOMMENDATION OF INCREASED ADVENT OFFER

The boards of Bidco and Spectris are pleased to announce that they have
reached agreement on the terms of a recommended increased cash offer at an
offer value of £41.75 per Spectris Share, comprising £41.47 in cash and an
interim dividend of 28 pence per Spectris Share (the "Increased KKR Offer").

1.   Increased Offer

On 23 June 2025, the boards of Spectris and MI Metron UK Bidco Ltd ("Advent
Bidco"), an indirect subsidiary of funds managed and/or advised by Advent
International, L.P., announced that they had reached agreement on the terms of
a recommended cash acquisition by Advent Bidco of the entire issued and to be
issued share capital of Spectris for an offer value of £37.63 per Spectris
Share, comprising £37.35 in cash and an interim dividend of 28 pence per
Spectris Share (the "Original Advent Offer"), to be implemented by way of a
court-sanctioned scheme of arrangement under Part 26 of the Companies Act
2006.

On 2 July 2025, the boards of Spectris and Bidco, a special purpose vehicle
indirectly wholly-owned by funds advised by Kohlberg Kravis Roberts & Co.
L.P. and its affiliates ("KKR"), announced that they had reached agreement on
the terms of a recommended cash offer by Bidco for the entire issued and to be
issued share capital of Spectris (the "Acquisition") for an offer value of
£40.00 per Spectris Share, comprising £39.72 in cash and an interim dividend
of 28 pence per Spectris Share (the "Original KKR Offer"), to be effected by
means of a court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme") (the "Original Announcement").

On 29 July 2025, Spectris announced that it had published a circular in
relation to the scheme of arrangement to implement the Original KKR Offer (the
"Scheme Document") setting out, amongst other things, a letter from the Chair
of Spectris, an explanatory statement pursuant to section 897 of the Companies
Act 2006 and notices convening the necessary shareholder meetings relating to
the Original KKR Offer for 27 August 2025 (the "Shareholder Meetings").

On 1 August 2025, the boards of Spectris and Advent Bidco announced that they
had reached agreement on the terms of a recommended cash offer by Advent Bidco
for the entire issued and to be issued share capital of Spectris for an offer
value of £41.00 per Spectris Share, comprising £40.72 in cash and an
interim dividend of 28 pence per Spectris Share (the "Increased Advent
Offer").

This announcement should be read in conjunction with the full text of the
Original Announcement and the Scheme Document. Capitalised terms used in this
announcement shall, unless otherwise defined, have the same meanings as set
out in the Scheme Document. All references to times in this announcement are
to London (United Kingdom) times unless stated otherwise.

The boards of Bidco and Spectris are pleased to announce that they have
reached agreement on the terms of a recommended increased cash offer pursuant
to which Spectris Shareholders will be entitled to receive an offer value of
£41.75 per Spectris Share, comprising £41.47 in cash and an interim dividend
of 28 pence per Spectris Share, for the entire issued and to be issued share
capital of Spectris (the "Increased KKR Offer"). The Increased KKR Offer is
proposed to be implemented by way of the Scheme, in accordance with the terms
set out in the Scheme Document and in this announcement.

The Spectris Directors unanimously recommend that Spectris Shareholders vote
in favour of the Scheme at the Court Meeting and the Special Resolution to be
proposed at the General Meeting in connection with the Increased KKR Offer. In
light of their recommendation of the Increased KKR Offer, the Spectris
Directors have decided unanimously to withdraw their recommendation of the
Increased Advent Offer. It is therefore recommended that Spectris Shareholders
take no further action at this stage in relation to the Increased Advent
Offer. The Spectris Directors no longer intend to adjourn the Shareholder
Meetings.

2.   Increased Offer Price

Under the terms of the Increased KKR Offer, which will be subject to the full
terms and conditions set out in the Scheme Document and in this announcement,
each Spectris Shareholder will be entitled to receive:

for each Spectris Share: £41.75 in cash (the "Increased Offer Value")

comprising, for each Spectris Share held:

·              £41.47 in cash from Bidco (the "Increased Cash
Consideration"); and

·              an interim dividend of 28 pence to be paid
(subject to approval by the Spectris Directors) by Spectris in the ordinary
course of its FY25 dividend calendar (the "Permitted Dividend").

The Increased Offer Value represents a premium of approximately:

·              104.9 per cent. to the Closing Price
of £20.38 per Spectris Share on 6 June 2025 (being the last Business Day
prior to the commencement of the Offer Period);

·              102.9 per cent. to the volume-weighted average
price in the one month to 6 June 2025 of £20.58;

·              93.8 per cent. to the volume-weighted average
price in the three months to 6 June 2025 of £21.55;

·              10.9 per cent. to the value of the Original
Advent Offer of £37.63 for each Spectris Share;

·              4.4 per cent. to the value of the Original KKR
Offer of £40.00 for each Spectris Share; and

·              1.8 per cent. to the value of the Increased
Advent Offer of £41.00 for each Spectris Share.

The Increased Offer Value values the entire issued and to be issued share
capital of Spectris at approximately £4.2 billion and implies an enterprise
value of approximately £4.8 billion. It represents a multiple of 20.3x
Spectris' Adjusted EBITDA, and 23.9x Spectris' Adjusted EBIT, for the year
ended 31 December 2024.

Other than the Permitted Dividend, if any dividend, distribution or other
return of value is announced, declared, made or paid, or becomes payable, in
respect of Spectris Shares on or after the date of this announcement and
before the Effective Date, Bidco reserves the right to reduce the Increased
Cash Consideration payable in respect of each Spectris Share by the amount of
all or part of any such dividend, distribution or other return of value. If
Bidco exercises this right, Spectris Shareholders will be entitled to receive
and retain any such dividend, distribution or other return of value.

3.   Conditions

The Conditions to the Acquisition are set out in Part III of the Scheme
Document.

Save as disclosed in this announcement, the Increased KKR Offer is subject to
the same terms and conditions set out in the Scheme Document, except that the
reference to the Cash Consideration shall be to the cash amount
of £41.47 per Spectris Share, as adjusted in accordance with the terms set
out in the Scheme Document and this announcement.

In addition, the boards of Spectris and Bidco have agreed that Bidco and its
equity co-investors from time to time shall be entitled to seek any approval
of the Committee on Foreign Investment in the United States ("CFIUS") that
they consider in their sole discretion to be necessary or desirable in
connection with the Acquisition, provided that no such CFIUS approval shall be
a condition to completion of the Acquisition.

Subject to the satisfaction or waiver of all relevant conditions, including
the Conditions and certain further terms set out in Part III of the Scheme
Document, and subject to the approval and availability of the Court, it is
expected that the Scheme will become Effective in or before Q1 2026.

4.   Recommendation

The Spectris Directors, who have been so advised by Goldman Sachs, Rothschild
& Co, and BofA Securities as to the financial terms of the Increased KKR
Offer, consider the terms of the Increased KKR Offer to be fair and
reasonable. In providing their advice to the Spectris Directors, Goldman
Sachs, Rothschild & Co, and BofA Securities have taken into account the
commercial assessments of the Spectris Directors. BofA Securities is providing
independent financial advice to the Spectris Directors for the purposes of
Rule 3 of the Code.

The Spectris Directors believe that the terms of the Acquisition (including
the Scheme) are in the best interests of Spectris Shareholders as a whole.
Accordingly, the Spectris Directors unanimously recommend that Spectris
Shareholders vote in favour of the Scheme at the Court Meeting and the Special
Resolution to be proposed at the General Meeting.

In light of their recommendation of the Increased KKR Offer, the Spectris
Directors have decided unanimously to withdraw their recommendation of the
Increased Advent Offer. It is therefore recommended that Spectris
Shareholders take no further action at this stage in relation to the Increased
Advent Offer. The Spectris Directors no longer intend to adjourn the
Shareholder Meetings.

5.   Background to and reasons for the recommendation

The Spectris Board has, together with its financial advisers, carefully
considered the financial terms of the Increased KKR Offer and concluded that
it represents superior value for Spectris Shareholders as compared to the
Increased Advent Offer. In particular, the Increased KKR Offer represents a
1.8 per cent. increase to the Increased Advent Offer, meaning that Spectris
Shareholders will receive an additional £0.75 per Spectris Share and, in
aggregate across all Spectris Shareholders, an additional £76 million.

Further background to the recommendation from the Spectris Board is contained
in the Scheme Document.

6.   Timetable

The Spectris Directors no longer intend to adjourn the Shareholder Meetings
and their intention, subject to further developments, is for those to proceed
on 27 August 2025 as originally planned. The expected timetable of principal
events as set out in the Scheme Document (and in the Appendix to this
announcement) therefore remains unchanged.

7.   Financing

The additional cash consideration payable under the Increased KKR Offer (as
compared to the Cash Consideration payable under the Original KKR Offer) will
be funded by a combination of: (i) equity to be drawn from funds, vehicles
and/or accounts advised and/or managed by KKR; and (ii) debt to be provided
under the Interim Facilities Agreement.

Certain of the equity commitments described in (i) above will be provided by
equity co-investors, including: (i) certain investment entities managed or
advised by Neuberger Berman and/or its affiliates; and (ii) certain investment
entities managed or advised by Pathway Capital Management, L.P. and/or its
affiliates (together, the "Equity Co-Investors"). The Equity Co-Investors will
be passive and not be granted any governance or control rights over Bidco or
the Spectris Group.

Other potential equity investors may take indirect minority interests in Bidco
during the Offer Period or once the Acquisition completes and, if such
syndication occurs prior to the Effective Date, an announcement will be made
by Bidco in respect of this through a Regulatory Information Service.

As at the date of this announcement, the commitments of equity co-investors
total, in aggregate, £218,798,721, which would comprise a maximum economic
indirect interest in Bidco of approximately 5.80 per cent.

J.P. Morgan Cazenove, as financial adviser to Bidco, is satisfied that
sufficient resources are available to Bidco to satisfy in full the Increased
Cash Consideration payable to Spectris Shareholders pursuant to the terms of
the Increased KKR Offer.

8.   General

The Increased KKR Offer does not change the strategic plans and intentions of
KKR with regard to management, employees and places of business of Spectris,
as set out in section 5 of Part I of the Scheme Document, or the proposals in
respect of the Spectris Share Plans, as set out in section 7 of Part II of the
Scheme Document.

The bases and sources of certain financial information contained in this
announcement are set out in section 18 of Part IX of the Scheme Document.

9.   Consents

BofA Securities, Barclays, Goldman Sachs, Rothschild & Co and J.P. Morgan
Cazenove have each given and not withdrawn their consent to the publication of
this announcement with the inclusion in this announcement of the references to
their names in the form and context in which they appear.

10.  Documents available on website

Certain of the documents available on the website have been amended in order
to effect the Increased KKR Offer. Copies of the following documents will be
available promptly on Bidco's and Spectris' websites at
www.documentdisplay.com/offer-for-spectris-plc/ and www.spectris.com,
respectively, by no later than 12 noon on the Business Day following the date
of this announcement (subject to any applicable restrictions relating to
persons resident in Restricted Jurisdictions) up to and including the
Effective Date or the date the Scheme lapses or is withdrawn, whichever is
earlier:

·              this announcement;

·              the consent letters from each of BofA Securities,
Barclays, Goldman Sachs, Rothschild & Co and J.P. Morgan Cazenove referred
to in paragraph ‎9 above; and

·              the documents relating to the equity funding of
the Increased KKR Offer by KKR.

For the avoidance of doubt, neither the contents of those websites nor the
contents of any website accessible from hyperlinks on those websites (or any
other websites referred to in this announcement) are incorporated into, or
form part of, this announcement.

Enquiries

 Bidco
 J.P. Morgan Cazenove                        +44 20 3493 8000

 (Sole Financial Adviser to KKR and Bidco)

 Richard Walsh

Dwayne Lysaght

Jonty Edwards

Stuart Jempson

 FGS Global                                  +44 20 7251 3801

 (PR Adviser to KKR and Bidco)

 Faeth Birch

Alastair Elwen

 Spectris
 Teneo

 (PR Adviser to Spectris)

 Martin Robinson                             +44 79 7707 1178

Giles Kernick
+44 78 1791 3082

 Goldman Sachs International                 +44 20 7774 1000

 (Lead Financial Adviser to Spectris)

 Anthony Gutman

Nick Harper

Harry Webster

Cara Pazdon

 Rothschild & Co                             +44 20 7280 5000

 (Lead Financial Adviser to Spectris)

 Ravi Gupta

Sabina Pennings

Alistair Allen

Nick Ivey

 BofA Securities                             +44 20 7628 1000

 (Rule 3 Adviser, Joint Financial

Adviser and Corporate Broker to Spectris)

 Ed Peel

James Robertson

Rowland Phillips

George Whitlam

Tom Brown

 Barclays                                    +44 20 7623 2323

 (Joint Financial Adviser and Corporate

Broker to Spectris)

 Neal West

Adrian Beidas

Callum West

Eoin Healy

 

Slaughter and May is acting as legal adviser to Spectris.

Kirkland & Ellis International LLP and Simpson Thacher & Bartlett LLP
(regulatory) are acting as legal advisers to KKR and Bidco.

The person responsible for arranging the release of this Announcement on
behalf of Spectris is Rebecca Dunn, Spectris Head of Corporate Affairs.

 

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on Spectris and Bidco's current
expected dates for the implementation of the Scheme and is subject to change.
If any of the dates and/or times in this expected timetable changes, the
revised dates and/or times will be notified to Spectris Shareholders by
announcement through the Regulatory information Service of the London Stock
Exchange, with such announcement being made available on Spectris' website at
www.spectris.com. Unless otherwise stated, all times referred to in the
timetable set out below are London times.

 Event_______________________________________________                       ___Time and/or Date((1))
 Publication of Scheme Document                                             29 July 2025
 Latest time for lodging Forms of Proxy for the:
 ·      Court Meeting (BLUE form)                                           10:00 a.m. on 22 August 2025((2))
 ·      General Meeting (YELLOW form)                                       10:15 a.m. on 22 August 2025((3))
 Voting Record Time                                                         6:30 p.m. on 22 August 2025((4))
 Court Meeting                                                              10:00 a.m. on 27 August 2025
 General Meeting                                                            10:15 a.m. on 27 August 2025((5))
 The following dates and times associated with the Scheme are indicative only
 and subject to change and will depend on, among other things, the date on
 which the Conditions to the Scheme are satisfied or, if capable of waiver,
 waived, and the date on which the Court sanctions the Scheme. Spectris will
 give adequate notice of any changes to these dates and times, when known, by
 issuing an announcement through a Regulatory Information Service, with such
 announcement being made available on Spectris' website at www.spectris.com.
 See also note (1).
 Sanction Hearing (to sanction the Scheme)                                  A date expected to be in or before Q1 2026, subject to the satisfaction (or,
                                                                            if applicable, waiver) of the relevant Conditions and, in any event, prior to
                                                                            the Long Stop Date ("D") ((6))
 Last day of dealings in, and for the registration of transfer              D+1

of, Spectris Shares
 Scheme Record Time                                                         6:00 p.m. on D+1
 Suspension of dealings in Spectris Shares                                  By 7:30 a.m. on D+2
 Effective Date of the Scheme                                               D+2((7))
 Cancellation of listing of Spectris Shares                                 By 7:30 a.m. on D+3
 Latest date for despatch of cheques, electronic payments and crediting of  Within 14 days after the Effective Date
 CREST accounts
 Long Stop Date                                                             2 July 2026((8))
 ________________________

 (1)   The dates and times shown are indicative only and are based on current
 expectations, may be subject to change and will depend on, among other things,
 the date on which the Conditions to the Scheme are satisfied or, if capable of
 waiver, waived, and the date on which the Court sanctions the Scheme.
 References to times are to London, United Kingdom time unless otherwise
 stated. If any of the times and/or dates above change, the revised times
 and/or dates will be notified to Spectris Shareholders by announcement through
 a Regulatory Information Service.

 Participants in the Spectris Share Plans will be contacted separately with
 details of the effect of the Scheme on their rights under the Spectris Share
 Plans, including details of any dates and times relevant to them.

 (2)   It is requested that BLUE Forms of Proxy for the Court Meeting be
 lodged no later than 48 hours prior to the time appointed for the Court
 Meeting or, if the Court Meeting is adjourned, 48 hours prior to the time
 fixed for any adjourned Court Meeting (excluding any part of such 48 hour
 period falling on a non-working day). If the BLUE Form of Proxy for the Court
 Meeting is not lodged by 10:00 a.m. on 22 August 2025, it may be: (i) scanned
 and emailed to Equiniti at the following email address:
 proxyvotes@equiniti.com; or (ii) presented in person to the chair of the Court
 Meeting or to the Equiniti representative who will be present at the Court
 Meeting, any time prior to the commencement of the meeting (or any adjournment
 thereof).

 (3)   In order to be valid, the YELLOW Forms of Proxy for the General
 Meeting must be lodged no later than 10:15 a.m. on 22 August 2025 or, if the
 General Meeting is adjourned, 48 hours prior to the time fixed for the
 adjourned General Meeting (excluding any part of such 48 hour period falling
 on a non-working day).

 (4)   If either the Court Meeting or the General Meeting is adjourned, the
 Voting Record Time for the relevant adjourned meeting will be 6:30 p.m. on the
 day which is two Business Days prior to the date of the adjourned meeting.

 (5)   To commence at the time fixed or as soon thereafter as the Court
 Meeting concludes or is adjourned.

 (6)   All dates by reference to "D" will be to the date falling the number
 of indicated Business Days after date D, as indicated above.

 (7)   The Scheme shall become Effective as soon as a copy of the Court Order
 has been delivered to the Registrar of Companies. This is expected to occur
 following the Scheme Record Time and prior to the cancellation of trading in
 Spectris Shares. The events which are stated as occurring on subsequent dates
 are conditional on the Effective Date and operate by reference to that date.

 (8)   This is the latest date by which the Scheme may become effective.
 However, the Long Stop Date may be extended to such later date as: (i) Bidco
 and Spectris may agree; or (ii) (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.

 

 

IMPORTANT NOTICES

Important notices relating to financial advisers

Goldman Sachs International ("Goldman Sachs"), which is authorised by the PRA
and regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for Spectris and no one else in connection with the matters
referred to in this announcement and will not be responsible to anyone other
than Spectris for providing the protections afforded to clients of Goldman
Sachs, or for providing advice in relation to the matters referred to in this
announcement. Neither Goldman Sachs nor any of its affiliates (nor their
respective directors, officers, employees or agents) 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 Goldman Sachs in connection with the Acquisition, any statement
contained in this announcement or otherwise. No representation or warranty,
express or implied, is made by Goldman Sachs as to the contents of this
announcement.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the FCA in the United Kingdom, is acting
exclusively as financial adviser to Spectris and for no one else in connection
with the matters referred to in this announcement and will not be responsible
to anyone other than Spectris for providing the protections afforded to
clients of Rothschild & Co, nor for providing advice in relation to the
matters referred to in this announcement. Neither Rothschild & Co nor any
of its affiliates (nor their respective directors, officers, employees or
agents) 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 Rothschild & Co in
connection with the Acquisition, any statement contained in this announcement
or otherwise. No representation or warranty, express or implied, is made by
Rothschild & Co as to the contents of this announcement.

Merrill Lynch International ("BofA Securities"), which is authorised by the
PRA and regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for Spectris and for no one else in connection with the
Acquisition and will not be responsible to anyone other than Spectris for
providing the protections afforded to its clients or for providing advice in
relation to the matters referred to in this announcement. Neither BofA
Securities, 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 BofA
Securities in connection with this announcement, any statement contained
herein or otherwise.

Barclays Bank PLC, acting through its investment bank ("Barclays"), which is
authorised by the PRA and regulated in the United Kingdom by the FCA and the
PRA, is acting exclusively for Spectris and no one else in connection with the
Acquisition and will not be responsible to anyone other than Spectris for
providing the protections afforded to clients of Barclays nor for providing
advice in relation to the Acquisition or any other matter referred to in this
announcement.

J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and which is authorised in
the United Kingdom by the PRA and regulated in the United Kingdom by the PRA
and the FCA, is acting as financial advisor exclusively for KKR and Bidco and
no one else in connection with the Acquisition and will not regard any other
person as its client in relation to the Acquisition and will not be
responsible to anyone other than KKR and Bidco for providing the protections
afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for
providing advice in relation to the Acquisition or any other matter or
arrangement referred to herein.

No person has been authorised to give any information or make any
representations other than those contained in this announcement and, if given
or made, such information or representations must not be relied upon as having
been authorised by Spectris, the Spectris Directors, Bidco, the Bidco
Directors or by Goldman Sachs, Rothschild & Co, BofA Securities, Barclays,
J.P. Morgan Cazenove or any other person involved in the Acquisition. Neither
the publication of this announcement nor holding the Meetings, the Sanction
Hearing, or filing the Court Order shall, under any circumstances, create any
implication that there has been no change in the affairs of the Spectris Group
or the Bidco Group since the date of this announcement or that the information
in, or incorporated into, this announcement is correct as at any time
subsequent to its date.

Further information

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer, solicitation or invitation to
purchase, otherwise acquire, subscribe for, exchange, 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
sale, purchase issuance or transfer of securities of Spectris 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) as adjusted in accordance with the terms set out in this
announcement which, together with the Forms of Proxy, 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 any decision in
respect of, or other response to, the Acquisition should be made only on the
basis of the information in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the offer document).

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

This announcement has been prepared for the purpose of complying with English
law and the 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 of jurisdictions outside England and Wales.

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 FSMA 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 whole or in
part, directly or indirectly, in, into or from jurisdictions other than the UK
and the availability of the Acquisition to Spectris Shareholders who are not
resident in the UK may be restricted by law and therefore any persons who are
not resident in the UK or who are subject to the laws of any jurisdiction
other than the UK (including Restricted Jurisdictions) should inform
themselves about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not resident in
the UK or who are subject to the laws of another jurisdiction to participate
in the Acquisition or to vote their Spectris Shares in respect of the Scheme
at the Court Meeting, or to execute and deliver Forms of Proxy appointing
another person to vote at the Court Meeting on their behalf, may be affected
by the laws of the relevant jurisdictions in which they are located or to
which they are subject. Any failure to comply with applicable legal or
regulatory requirements of any jurisdiction may constitute a violation of
securities laws or regulations in that jurisdiction. To the fullest extent
permitted by applicable law and regulation, the companies and persons involved
in the Acquisition disclaim any responsibility or liability for the violation
of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law and regulation, the Acquisition shall not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote in
favour of the Acquisition by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.

The Acquisition will be subject to the applicable requirements of English law,
the Code, the Panel, the London Stock Exchange and the FCA.

Copies of this announcement, the Scheme Document 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 or any jurisdiction where to do so would
constitute a violation of the laws or regulations of such jurisdiction, and
persons receiving such documents (including custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send them in or into or from
any Restricted Jurisdiction. Doing so may render invalid any related purported
vote in respect of acceptance of the Acquisition. If the Acquisition is
implemented by way of Takeover Offer (unless otherwise permitted by applicable
law or regulation), the Takeover Offer may not be made, directly or
indirectly, in or into, from, or by use of the mails or any other means or
instrumentality (including, without limitation, facsimile, email or other
electronic transmission, telex or telephone) or interstate or foreign commerce
of, or any facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer will not be capable of
acceptance by any such use, means, instrumentality or facilities or from
within any Restricted Jurisdiction.

Additional information for U.S. investors

U.S. Spectris Shareholders should note that the Acquisition relates to an
offer for the shares of a UK company and is being made by means of a scheme of
arrangement provided for under English company law. The Acquisition is
therefore not subject to the tender offer rules or the proxy solicitation
rules under the U.S. Exchange Act, as amended. Accordingly, the Acquisition is
subject to the requirements and practices applicable to a scheme of
arrangement involving a target company in the UK listed on the London Stock
Exchange, which differ from the requirements of the U.S. tender offer and
proxy solicitation rules. If, in the future, Bidco exercises its right to
implement the Acquisition by way of a Takeover Offer and determines to extend
the Takeover Offer into the U.S., the Acquisition will be made in compliance
with applicable U.S. tender offer rules and regulations.

The financial information with respect to Spectris included in this
announcement has been or will have been prepared in accordance with IFRS and
thus may not be comparable to financial information of U.S. companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the U.S.

It may be difficult for U.S. Spectris Shareholders to enforce their rights and
any claims they may have arising under the U.S. federal securities laws in
connection with the Acquisition, since Spectris and Bidco are each located in
a country other than the United States, and some or all of their respective
officers and directors may be residents of countries other than the United
States. U.S. Spectris Shareholders may not be able to sue Spectris or Bidco,
or their respective officers or directors, in a non-U.S. court for violations
of the U.S. securities laws. Further, it may be difficult to compel Spectris
or Bidco and their respective affiliates to subject themselves to the
jurisdiction or judgment of a U.S. court for violations of the U.S. securities
laws.

The receipt of the Increased Cash Consideration pursuant to the Scheme by U.S.
Spectris Shareholders as consideration for the transfer of its Spectris Shares
pursuant to the Scheme may be a taxable transaction for U.S. federal income
tax purposes and under applicable U.S. state and local, as well as foreign and
other, tax laws. Each Spectris Shareholder (including U.S. Spectris
Shareholders) is urged to consult their independent professional adviser
immediately regarding the tax consequences of the Acquisition applicable to
them.

Neither the SEC nor any U.S. state securities commission has approved,
disproved or passed judgment upon the fairness or the merits of the
Acquisition or determined if this announcement is adequate, accurate or
complete. Any representation to the contrary is a criminal offence in the U.S.

In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, Bidco, certain of its affiliated companies
and their nominees or brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, shares or other securities
of Spectris outside of the U.S., other than pursuant to the Acquisition, until
the date on which the Acquisition and/or Scheme becomes effective, lapses or
is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the U.S.
Exchange Act, J.P. Morgan Cazenove (and/or certain of its affiliates) will
continue to act as exempt principal traders in Spectris shares on the London
Stock Exchange. If such purchases or arrangements to purchase were to be made,
they would occur either in the open market at prevailing prices or in private
transactions at negotiated prices and would comply with applicable law,
including the U.S. Exchange Act. Any information about such purchases or
arrangements to purchase 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.

J.P. Morgan Cazenove, Goldman Sachs, BofA Securities and Barclays (and/or
certain of their affiliates) will continue to act as exempt principal traders
in Spectris shares on the London Stock Exchange.

No profit forecasts or estimates or quantified financial benefits statements

Each of the Spectris Profit Forecasts is a profit forecast for the purposes of
Rule 28 of the Code. Each of the Spectris Profit Forecasts, and the
assumptions and basis of preparation on which each such Spectris Profit
Forecast is based, as well as the relevant Spectris Directors' confirmation,
in each case, as required by Rule 28.1 of the Code, are set out in Part VI of
the Scheme Document.

Nothing in this announcement is intended, 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 Bidco or Spectris for the current or
future financial years, will necessarily match or exceed the historical
published earnings or earnings per share for Bidco or Spectris, as
appropriate.

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 Spectris 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 are not
based on historical facts, but rather on assumptions, expectations,
valuations, targets, estimates, forecasts and projections of Bidco and
Spectris 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 relating to the expected effects of the Acquisition on the
Bidco Group, the Spectris Group and the Enlarged Group, 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 "plans", "prepares", "expects" or "does not
expect", "is expected to", "is subject to", "budget", "targets", "aims",
"scheduled", "estimates", "forecast", "intends", "anticipates", "seeks",
"prospects", "potential", "possible", "assume" 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. Although Bidco and Spectris believe that the expectations reflected
in such forward-looking statement are reasonable, Bidco and Spectris can give
no assurance that such expectations will prove to be correct. By their nature,
forward-looking statements involve risks (known and unknown) and uncertainties
(and other factors that are in many cases beyond the control of Bidco and/or
Spectris) because they relate to events and depend on circumstances that may
or may not occur in the future.

There are a number of factors that could affect the future operations of the
Bidco Group, the Spectris Group and/or the Enlarged Group and that could cause
actual results and developments to differ materially from those expressed or
implied by such forward-looking statements. These factors include the
satisfaction (or, where permitted, waiver) of the Conditions, as well as
additional factors, such as: domestic and global business and economic
conditions; asset prices; market-related risks such as fluctuations in
interest rates and exchange rates, industry trends, competition, changes in
the behaviour of other market participants, changes in government and
regulation, changes in the policies and actions of governments and/or
regulatory authorities (including changes related to capital, tax and
tariffs), changes in political and economic stability (including exposures to
terrorist activities, the UK's exit from the European Union, Eurozone
instability, the Russia-Ukraine conflict, the ongoing conflict in the Middle
East, disruption in business operations due to reorganisation activities,
interest rate, inflation, deflation and currency fluctuations), the timing
impact and other uncertainties of future or planned acquisitions or disposals
or offers, the inability of the Enlarged Group to realise successfully any
anticipated benefits or savings when the Acquisition is implemented (including
changes to the board and/or employee composition of the Enlarged Group), the
inability of the Bidco Group to integrate successfully the Spectris Group's
operations and programmes when the Acquisition is implemented, the Enlarged
Group incurring and/or experiencing unanticipated costs and/or delays
(including IT system failures, cyber-crime, fraud and pension scheme
liabilities), or difficulties relating to the Acquisition when the Acquisition
is implemented. Other unknown or unpredictable factors could affect future
operations and/or cause actual results to differ materially from those in the
forward-looking statements. 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 the Bidco Group nor the Spectris Group, 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. Forward-looking statements involve inherent
risks and uncertainties. All forward-looking statements contained in this
announcement are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. Readers are cautioned not
to place undue reliance on these forward-looking statements. Other than in
accordance with their legal or regulatory obligations (including under the
Code, the UK Market Abuse Regulation and the DTRs), neither the Bidco Group
nor the Spectris Group is under or undertakes any obligation, and each of the
foregoing expressly disclaims any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.

Disclosure requirements of the Code

Under Rule 8.3(a) of the 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) applies must be made by no
later than 3.30 p.m. (London time) on the 10th Business Day following the
commencement of the Offer Period and, if appropriate, by no later than 3.30
p.m. (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
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 p.m. (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.

Electronic communications

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

Publication on a website and availability of hard copies

This announcement and the documents required to be published pursuant to Rule
26 of the Code will be available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on Bidco's website at
www.documentdisplay.com/offer-for-spectris-plc/ and on Spectris' website at
www.spectris.com, by no later than 12 noon (London time) on the Business Day
following the publication of this announcement. Neither the content of the
websites referred to in this announcement nor the content of any website
accessible from hyperlinks in this announcement is incorporated into, or forms
part of, this announcement.

Spectris Shareholders, persons with information rights and participants in the
Spectris Share Plans may, subject to applicable securities laws, request a
hard copy of this announcement (and any information incorporated into it by
reference to another source) by contacting Spectris' registrars, Equiniti,
between 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding
public holidays in England and Wales) on +44 (0)371 384 2586, or by submitting
a request in writing to Equiniti Limited, Aspect House, Spencer Road, Lancing,
West Sussex, BN99 6DA, United Kingdom, with an address to which the hard copy
may be sent. Calls are charged at the standard geographic rate and will vary
by provider. 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. Spectris Shareholders may, subject to applicable
securities laws, also request that all future documents, announcements and
information to be sent in relation to the Acquisition should be in hard copy
form.

Rounding

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

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OUPGBGDIUXGDGUU