Recommended Acquisition of Inspecs Group Plc
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INSPECS SHAREHOLDERS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE ALTERNATIVE OFFER EXCEPT ON THE BASIS OF INFORMATION IN THE SCHEME DOCUMENT WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
10 December 2025
RECOMMENDED ACQUISITION
of
Inspecs Group plc
by
Bidco 1125 Limited
(a newly formed company indirectly owned by Luke Johnson and Ian Livingstone)
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Summary
· The boards of directors of Bidco 1125 Limited (Bidco) and Inspecs Group plc (Inspecs) are pleased to announce that they have reached agreement on the terms and conditions of a recommended cash acquisition to be made by Bidco for the entire issued and to be issued ordinary share capital of Inspecs (Acquisition). The Acquisition is intended to be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
· Bidco is a private limited company incorporated in England and Wales, which was recently established specifically for the purpose of the Acquisition, along with its parent company Midco 1125 Limited (Midco) and Midco's parent company Topco 1125 Limited (Topco), by Luke Johnson and Ian Livingstone (together, the Consortium).
The Cash Offer
· Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to the full terms and conditions which will be set out in the Scheme Document, each Inspecs Shareholder at the Scheme Record Time will be entitled to receive:
· for each Inspecs Share held: 84 pence in cash (Cash Offer)
· The Cash Offer values the entire issued, and to be issued, ordinary share capital of Inspecs at approximately £85.4 million on a fully diluted basis.
· The Cash Offer represents a premium of approximately:
· 107.41 per cent. to the Closing Price of 40.5 pence per Inspecs Share on 22 October 2025 (being the last Business Day before the date of the Possible Offer Announcement);
· 91.91 per cent. to the average price of 43.8 pence per Inspecs Share for the three month period ended at the close of business on the last Business Day before the date of the Possible Offer Announcement; and
· 81.96 per cent. to the average price of 46.2 pence per Inspecs Share for the 12 month period ended at the close of business on the last Business Day before the date of the Possible Offer Announcement.
The Alternative Offer
· As an alternative to the Cash Offer, Eligible Inspecs Shareholders may elect to receive for each Inspecs Share they hold (i) one unlisted ordinary share in the capital of Topco and (ii) 83.99 pence in par value of Consideration Loan Notes issued by Midco for each Inspecs Share (Alternative Offer).
· The Alternative Offer is not subject to any minimum floor but is (other than in respect of elections made by Luke Johnson) subject to a maximum cap on the number of elections for such Alternative Offer of 33,551,603 Inspecs Shares, being, as at the Latest Practicable Date, approximately 33 per cent. of the existing issued ordinary share capital of Inspecs (Alternative Offer Maximum Cap). Should valid elections be received from Eligible Inspecs Shareholders (excluding Luke Johnson) holding, in aggregate, in excess of the Alternative Offer Maximum Cap, then such excess elections for the Alternative Offer will be subject to "scale back" as nearly as possible on a pro rata basis and rounded down to the nearest whole number of Inspecs Shares. Inspecs Shareholders will receive cash in lieu of any scaled back election.
· Eligible Inspecs Shareholders will be able to elect for the Alternative Offer in relation to all but not some only of their holdings of Inspecs Shares. Eligible Inspecs Shareholders who do not positively and validly elect to receive the Alternative Offer, as well as Restricted Inspecs Shareholders, will receive the Cash Consideration due under the Cash Offer only as consideration for the sale of all of their Inspecs Shares. The Consideration Shares and the Consideration Loan Notes will not be listed or transferable (subject to limited exceptions). The key terms and conditions of the Alternative Offer are summarised in paragraph 2 of this announcement and a more detailed summary of the Consideration Shares and the Consideration Loan Notes is set out in Appendix 4 to this announcement.
· For the purposes of Rule 24.11 of the Takeover Code, Cavendish, as financial adviser to the Bidco Group, will provide an estimate of the value of a Consideration Share and 83.99 pence in par value of Consideration Loan Notes, together with the assumptions, qualifications and caveats forming the basis of its estimate of value, in a letter to be included in the Scheme Document.
· Further details of the Alternative Offer, the Consideration Shares and the Consideration Loan Notes are set out in paragraph 2 and Appendix 4 of this Announcement.
Dividends
· If, on or after the date of this announcement and prior to the Effective Date, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of the Inspecs Shares, Bidco reserves the right to reduce the consideration payable pursuant to the Cash Offer (and, as the case may be the consideration due under the Alternative Offer) by an amount up to the aggregate amount of such dividend and/or distribution and/or other return of capital or value. In such circumstances, Inspecs Shareholders would be entitled to receive and retain any such dividend, distribution and/or other return of capital or value.
Background to and reasons for the Acquisition
Luke Johnson and Ian Livingstone (who have together formed Bidco and the Bidco Group) have followed the recent progress of the Company and formed a strong appreciation of Inspecs' underlying strengths and long-term potential.
Luke Johnson has chaired or founded various companies, including the private equity firm Risk Capital Partners, which has invested in a range of industries. He has developed a detailed understanding of the Company, its operations, financial performance and strategic positioning through an extended period of engagement prior to and since his initial investment in the Company earlier in 2025. Ian Livingstone has extensive experience in retail and consumer-facing business, including the optical industry where he was previously the Chairman of the Optika Clulow retail chain owning over 200 optician stores including David Clulow and Sunglass Hut.
The Consortium believes Inspecs to be well-positioned within its sector and sees a meaningful opportunity to enhance its competitive platform, accelerate organic growth, improve profitability and deliver enhanced long-term value for its stakeholders, despite the recent trading challenges faced by it. The Consortium also recognises the progress made in delivering Inspecs' medium-term strategy. It has great confidence in Inspecs' existing strategy, leadership and long-term prospects, and intends to build upon the existing foundations to capture further growth opportunities.
The Consortium believes that a renewed ownership structure, within a private company environment, will provide the most effective environment to unlock Inspecs' full potential. Free from the constraints associated with maintaining a public listing, the Company would gain greater financial and strategic flexibility and be able to pursue long-term initiatives that maximise sustainable growth. Under the Consortium's ownership, Inspecs would benefit from the Consortium's sector expertise and operational experience, supporting management in driving performance and enhancing value for its stakeholders.
The Cash Offer represents an opportunity for Inspecs Shareholders to realise their investment, in full and in cash, at a compelling price and against a backdrop of considerable ongoing macroeconomic uncertainty and market volatility. In addition, the Cash Offer provides shareholders with a rare opportunity to realise their entire holding in a single transaction for fixed consideration of 84 pence per Inspecs Share.
The Cash Offer represents a premium of approximately:
· 107.41 per cent. to the Closing Price of 40.5 pence per Inspecs Share on 22 October 2025 (being the last Business Day before the date of the Possible Offer Announcement);
· 91.91 per cent. to the average price of 43.8 pence per Inspecs Share for the three month period ended at the close of business on the last Business Day before the date of the Possible Offer Announcement; and
· 81.96 per cent. to the average price of 46.2 pence per Inspecs Share for the 12 month period ended at the close of business on the last Business Day before the date of the Possible Offer Announcement.
In addition, the Consortium is offering Eligible Inspecs Shareholders the opportunity to retain an interest in the business of the Inspecs Group via the Alternative Offer.
Unanimous recommendation by the Inspecs Directors
· The Inspecs Directors, who have been so advised by Peel Hunt as to the financial terms of the Cash Offer, consider the terms of the Cash Offer to be fair and reasonable. In providing its advice to the Inspecs Directors, Peel Hunt has taken into account the commercial assessments of the Inspecs Directors. Peel Hunt is providing independent financial advice to the Inspecs Directors for the purposes of Rule 3 of the Takeover Code.
· Accordingly, the Inspecs Directors intend to recommend unanimously that the Inspecs Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer), as the Inspecs Directors who hold Inspecs Shares have irrevocably undertaken to do in respect of their and their Connected Persons' entire beneficial holdings of Inspecs Shares, being, in aggregate, 19,089,137 Inspecs Shares (representing approximately 18.78 per cent. of the existing issued ordinary share capital of Inspecs, and approximately 19.94 per cent. of the Voting Scheme Shares, as at close of business on the Latest Practicable Date). Further details of these undertakings are set out in Appendix 3 to this announcement.
· Robin Totterman and Richard Peck have also irrevocably each undertaken to elect for the Alternative Offer in respect of all of their current beneficial holdings of Inspecs Shares (except for, in the case of Robin Totterman, 850,053 Inspecs Shares that are held in a pension fund that cannot hold unlisted securities), as set out in Appendix 3 to this announcement, as they each wish to hold an investment in Inspecs and each of their personal circumstances mean that they are willing to hold unlisted, non-transferrable instruments, and these factors, combined with their personal view of the long-term potential of the Inspecs business under private ownership, outweigh the other disadvantages listed in paragraph 4 of this Announcement.
· Peel Hunt are unable to advise the Inspecs Directors as to whether or not the financial terms of the Alternative Offer are fair and reasonable. This is because of the significant and variable impact of the disadvantages and advantages of the Alternative Offer for individual Inspecs Shareholders, including, in terms of the advantages, in particular, the ability to participate in the future value creation of Inspecs and, in terms of the disadvantages, in particular, the terms of the Consideration Shares and the Consideration Loan Notes, including the fact that that they are illiquid, the level of uncertainty in their future value and the potential dilution that would result if a Rollover Shareholder did not fund their pre-emptive entitlement pursuant to any further issue of securities by Topco in the period following the Effective Date.
· Accordingly, the Inspecs Directors are unable to form an opinion as to whether or not the terms of the Alternative Offer are fair and reasonable and are not making any recommendation to Inspecs Shareholders as to whether or not they should elect for the Alternative Offer.
· In considering the terms of the Alternative Offer, Peel Hunt and the Inspecs Directors have considered the key disadvantages and advantages of electing for the Alternative Offer which are set out in further detail in paragraph 4 of this announcement.
· Inspecs Shareholders are encouraged to take into account such disadvantages and advantages, as well as the risk factors and other investment considerations in respect of the Alternative Offer outlined in paragraph 14 below and their own particular circumstances, when deciding whether to elect for the Alterative Offer. Inspecs Shareholders should also ascertain whether acquiring or holding Consideration Shares and the Consideration Loan Notes is affected by the laws of the relevant jurisdiction in which they reside and consider their individual tax and financial situation. Accordingly, Inspecs Shareholders are strongly recommended to seek their own independent financial, tax and legal advice in light of their own personal circumstances and investment objectives before deciding whether to elect for the Alternative Offer. Any decision to elect for the Alternative Offer should be based on independent financial, tax and legal advice and full consideration of this announcement and, when published, the Scheme Document.
Background to and reasons for the recommendation
· Inspecs completed its AIM IPO in early 2020 at a price of 195 pence per share with the ambition of using its listing as a platform to support its growth ambitions within the global eyewear industry, particularly through M&A opportunities. Inspecs successfully delivered on this strategy in the initial years post-IPO, completing several transactions, including the transformational acquisition of Eschenbach in late 2020.
· In recent years, however, Inspecs' financial performance has been below market expectations as it operated against a backdrop of highly challenging market conditions. This was reflected in a decline in Inspecs' share price to the Closing Price per Inspecs Share of 40.5 pence on 22 October 2025, being the last Business Day prior to the Offer Period.
· In particular, Inspecs has faced weak consumer demand in continental Europe (especially Germany where the impact of the war in Ukraine was most pronounced), a significant reduction in its sales to GrandVision following the retailer's acquisition by EssilorLuxottica and turbulence in the US market, with increased tariffs imposed on goods produced in China and Vietnam (Inspecs' principal manufacturing locations), creating material uncertainty with customers that has disrupted demand.
· Inspecs has also faced challenges with the performance of certain business areas, for example its Norville lens manufacturing site that was discontinued this year as it remained loss-making as a result of insufficient scale.
· These trading headwinds continue to impact the business and were reflected in Inspecs' interim results published on 18 September 2025, which noted 'current trading in the first two months of H2 is slightly behind plan' and the announcement dated 20 November 2025 further reducing Inspecs' expectations of revenue and underlying EBITDA for the current year to approximately £191m and £17.7m, respectively.
· The resulting negative impact of these challenges on Inspecs' market capitalisation, valuation multiple and trading liquidity has meant that Inspecs' public listing no longer provides an effective platform through which it can raise capital and deliver on its M&A growth strategy.
· Despite these challenges, the Inspecs Directors believe Inspecs has made significant progress with integrating and streamlining its international operations across four principal business units, Tura (USA), Eschenbach (Europe), Inspecs (UK) and Killine (China & Vietnam), as well as rightsizing its cost base, investing in additional capacity and capability in its Vietnam production site and positioning the Group for growth as underlying markets improve. The Inspecs Directors acknowledge, however, that this growth could take some time and remains subject to significant uncertainty concerning external factors affecting Inspecs' business.
· As a result, Inspecs has been in discussions with H2 Equity Partners Ltd. (H2EP) since June 2025 and with the Consortium since August 2025 in respect of possible offers for Inspecs. Following initial pricing discussions with both parties, Inspecs consulted its major internal and external shareholders in order to assess the viability of a possible transaction prior to facilitating an extensive due diligence progress.
· On 21 October 2025, Inspecs received a proposal from Safilo Group S.p.A (Safilo) to acquire the Eschenbach Group and BoDe businesses of Inspecs (the Safilo Asset Proposal).
· The Offer Period commenced on 23 October 2025 following an announcement made in response to press speculation. That announcement identified H2EP and the Consortium as potential offerors, and Safilo as a potential bidder for certain Inspecs assets.
· Subsequent to that date, Safilo submitted offers to acquire Inspecs (the Safilo Offer) as an alternative proposal to the Safilo Asset Proposal. The Inspecs Board, together with its advisers, considered both the Safilo Asset Proposal and the Safilo Offer and concluded that the Safilo Offer fundamentally undervalued Inspecs and that the Safilo Asset Proposal was not in the best interests of Inspecs Shareholders in the absence of a deliverable proposal for Inspecs' remaining assets that would represent attractive value for Inspecs Shareholders. The Inspecs Board therefore unequivocally rejected both the Safilo Asset Proposal and the Safilo Offer. Notwithstanding this rejection, and in accordance with its obligations under the Takeover Code, the Inspecs Board provided access to the information that had been made available to H2EP and the Consortium.
· Following the substantive completion of their due diligence processes, H2EP and the Consortium were invited by Inspecs to participate in a private, structured bidding process to elicit proposals for the Inspecs Board to consider. The process resulted in H2EP making a proposal that offered higher cash proceeds to Inspecs Shareholders than the proposal advanced by the Consortium. Subsequent to the process completing, the Consortium increased its proposal to match the cash proceeds offered by H2EP. Over the course of discussions, both parties materially increased the headline terms of their proposals.
· In considering the financial terms of the Acquisition, the Inspecs Directors have taken into account a number of factors including:
· the inherent uncertainty of the delivery of future value that exists in the business following recent difficult trading conditions;
· the significant costs of being listed, coupled with limited benefits;
· at 84 pence per Inspecs Share, the Cash Offer price represents a premium of:
· approximately 93.80 per cent to the volume weighted average price for the 30-day period to the last Business Day before the commencement of the Offer Period;
· approximately 89.16 per cent to the volume weighted average price for the six month period to the last Business Day before the commencement of the Offer Period; and
· approximately 107.41 per cent to the closing price on the last Business Day before the commencement of the Offer Period.
· In considering the Acquisition, the Inspecs Directors have also taken into account:
· Bidco's stated intentions for the business and its employees. The Inspecs Directors believe that the Acquisition represents an opportunity that results in a positive outcome for all stakeholders, including customers, employees and shareholders;
· the views of the Inspecs management team (including the Company's largest shareholder, Robin Totterman), as evidenced by the irrevocable undertakings given to Bidco by them; and
· feedback received from Inspecs' major institutional shareholders.
· Accordingly, after careful consideration together with Peel Hunt as to the financial terms, the Inspecs Directors believe that the Cash Offer provides an opportunity for Inspecs Shareholders to realise an immediate cash return for their entire shareholding at an attractive valuation, assessed against the risk-adjusted return that may be achieved by executing Inspecs' strategy as a smaller, listed company.
Irrevocable undertakings
· Each of the Inspecs Directors who holds Inspecs Shares has irrevocably undertaken to vote (or procure the vote) in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or, in the event that the Acquisition is implemented by a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of their and their Connected Persons' entire beneficial holdings of Inspecs Shares, being, in aggregate, 19,089,137 Inspecs Shares (representing approximately 18.78 per cent. of the existing issued ordinary share capital of Inspecs, and approximately 19.94 per cent. of the Voting Scheme Shares, as on the Latest Practicable Date). Each of the Inspecs Directors has also irrevocably undertaken to vote against any competing proposal.
· In addition, Bidco has received irrevocable undertakings to vote (or, procure the vote) in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or, in the event that the Acquisition is implemented by a Takeover Offer, to accept or procure acceptance of the Takeover Offer), from Luke Johnson, Christopher Kay and Downing LLP in respect of, in aggregate, 16,726,769 Inspecs Shares (representing approximately 16.45 per cent. of the existing issued ordinary share capital of Inspecs, and approximately 11.25 per cent. of the Voting Scheme Shares, as at the close of business on the Latest Practicable Date). Luke Johnson is not considered to be a Voting Scheme Shareholder and his irrevocable undertaking therefore only relates to his vote on the resolution at the General Meeting (and not his vote on the Scheme at the Court Meeting). Luke Johnson and Christopher Kay have also irrevocably undertaken to vote against any competing proposal.
· Therefore, as at the date of this Announcement, Bidco has received irrevocable undertakings in respect of, in aggregate, 35,815,906 Inspecs Shares representing approximately 35.23 per cent. of the issued ordinary share capital of Inspecs, and approximately 31.19 per cent. of the Voting Scheme Shares as at the Latest Practicable Date.
· Further details of these irrevocable undertakings (including the circumstances in which they cease to be binding) are set out in Appendix 3 to this announcement.
Information on the Bidco Group and the Consortium
Bidco is a private limited company incorporated in England and Wales, which was established, along with its related parent companies, Midco and Topco (both private limited companies incorporated in England and Wales), by the Consortium specifically for the purpose of the Acquisition.
Luke Johnson is a well-known entrepreneur and investor. Since serving as chairman of, and significant investor, in PizzaExpress during its rapid expansion in the 1990s, he has been involved in numerous successful ventures, including his role at and investment in Gail's Bakeries amongst many others. Mr Johnson has chaired or founded various companies, including the private equity firm Risk Capital Partners, which has invested in a range of industries, and previously as chairman of Channel 4 Television Corporation.
As at the close of business on the Latest Practicable Date, Luke Johnson holds or controls, in aggregate 5,959,270 Inspecs Shares, representing approximately 5.86 per cent. of Inspecs' existing issued ordinary share capital. Luke Johnson is not a Voting Scheme Shareholder and is, for the purposes of the Takeover Code, a joint offeror. Luke Johnson has agreed to elect for the Alternative Offer in respect of his entire existing holding of Inspecs Shares.
Ian Livingstone is a property investor. His principal business, London & Regional Group, is a global portfolio of commercial real estate and hospitality assets worth over £10 billion. He has extensive experience in retail and consumer-facing business, including the optical industry where he was previously the Chairman of the Optika Clulow retail chain owning over 200 optician stores including David Clulow and Sunglass Hut.
Information on Inspecs
Inspecs is a leading provider of eyewear solutions to the global eyewear market. The Inspecs Group produces a broad range of eyewear frames and low vision aids, covering optical, sunglasses and safety, which are either "Branded" (under licence or under the Inspecs Group's own proprietary brands), or "OEM" (unbranded or private label on behalf of retail customers).
Inspecs is building a global eyewear business through its vertically integrated business model. Its continued growth is underpinned by six core pillars: increasing the penetration of its own-brand portfolio, increasing distribution, growing its travel retail markets, maximising group synergies, expanding its manufacturing capacity and scaling the research and development department as it develops new and innovative eyewear products.
The Inspecs Group has operations across the globe: with offices and subsidiaries in the UK, Germany, Portugal, Scandinavia, the US and China (including Hong Kong, Macau and Shenzhen), and manufacturing facilities in Vietnam, China, the UK and Italy.
Inspecs customers are global optical and non-optical retailers, global distributors and independent opticians. Its distribution network covers over 80 countries and reaches approximately 75,000 points of sale.
Timetable and conditions
· The Scheme and Acquisition will be subject to the terms and conditions set out in this announcement and to be set out in full in the Scheme Document, including, amongst other things, the satisfaction or (where applicable) waiver of the Conditions and certain further terms referred to in Appendix 1 to this announcement. This includes, in particular:
· the approval of the Scheme by a majority in number of, representing not less than 75% of the value of, the Voting Scheme Shares voted by Voting Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting (Voting Scheme Shareholders, as noted above, do not include Luke Johnson); and
· the approval of the Resolution by Inspecs Shareholders representing at least 75 per cent. of votes cast at the General Meeting.
· It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the associated Forms of Proxy and a Form of Election, will be posted to Inspecs Shareholders as soon as practicable and in any event within 28 days of this announcement (or such later time as Inspecs, Bidco and the Panel agree).
· The Acquisition is expected to become Effective in the first quarter of 2026, subject to the satisfaction or (where applicable) waiver of the Conditions. An expected timetable of key events will be set out in the Scheme Document.
Commenting on the Acquisition, Christopher Hancock, Senior Independent Director and Acting Chair of Inspecs, said:
"Following the flotation of Inspecs Group PLC on AIM in 2020, founder, Robin Totterman, and his management team used its listed status to build a leading optics business operating on three continents. In recent years, however, the Group has faced the challenges of a consolidating market place, a weak European economy and US tariffs. Whilst the Group has begun to make progress integrating and streamlining its international operations and has built additional capacity in its Vietnam production facility, we believe that the next phase of the Group's journey is best travelled as a private company.
Luke Johnson and Ian Livingstone's entrepreneurial expertise, financial resources and vision for Inspecs, present an exciting opportunity for the Group to continue to develop and grow. Following careful consideration, therefore, the Board is recommending this cash offer from the Consortium because it offers a positive outcome for all stakeholders, including customers, employees and shareholders."
This summary should be read in conjunction with, and is subject to, the full text of the following announcement (including the Appendices). The conditions to, and certain further terms of, the Acquisition are set out in Appendix 1 to this announcement. The bases and sources for certain financial information contained in this announcement are set out in Appendix 2 to this announcement. Details of irrevocable undertakings received by Bidco are set out in Appendix 3 to this announcement. Details of the Bidco Group, the Consideration Shares and the Consideration Loan Notes are set out in Appendix 4 to this announcement. Certain definitions and terms used in this announcement are set out in Appendix 5 to this announcement.
The person responsible for arranging release of this announcement on behalf of Inspecs is Elliott Smith. Inspecs' Legal Entity Identifier is 2138008Z4S4DHR6NE933.
Enquiries
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Bidco c/o Cavendish |
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Cavendish (Financial Adviser to Bidco Group and the Consortium) Henrik Persson Matt Goode Fergus Sullivan Finn Gordon |
020 7220 0500 |
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Inspecs c/o FTI Consulting |
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Peel Hunt (Financial Adviser, Rule 3 Adviser, Nominated Adviser and Broker to Inspecs) George Sellar Michael Nicholson Andrew Clark |
+44 (0)20 7418 8900 |
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FTI Consulting (Financial PR to Inspecs) Alex Beagley Harriet Jackson Amy Goldup Harleena Chana |
+44 (0) 20 3727 1000 |
Fladgate LLP is acting as legal adviser to the Bidco Group and the Consortium in connection with the Acquisition.
Macfarlanes LLP is acting as legal adviser to Inspecs in connection with the Acquisition.
Disclaimers
Cavendish Capital Markets Limited (Cavendish), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as financial adviser exclusively for the Bidco Group and no one else in connection with the matters set out in this announcement and will not regard any other person as their client in relation to such matters and will not be responsible to anyone other than the Bidco Group for providing the protections afforded to clients of Cavendish nor for providing advice in relation to the contents of, or any matter referred to in, this announcement or any transaction or arrangement referred to herein. Neither Cavendish nor any of its subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cavendish in connection with this announcement, any statement contained herein, any transaction or arrangement referred to herein, or otherwise.
Peel Hunt LLP (Peel Hunt), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as financial adviser, nominated adviser and broker exclusively for Inspecs and no one else in connection with the matters set out in this announcement and will not regard any other person as their client in relation to such matters and will not be responsible to anyone other than Inspecs for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to the contents of, or any matter referred to in, this announcement or any transaction or arrangement referred to herein. Neither Peel Hunt nor any of its subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with this announcement, any statement contained herein, any transaction or arrangement referred to herein, or otherwise.
Further information
This announcement is for information purposes only and is not intended to, and does not, constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or transfer of securities of Inspecs or such solicitation in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme (or the Takeover Offer, if applicable) or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document).
This announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws or jurisdictions outside the United Kingdom.
This announcement is an advertisement and does not constitute a prospectus, prospectus equivalent document or exempted document.
Inspecs will prepare the Scheme Document (or, if applicable, Bidco will prepare the Offer Document) to be distributed to Inspecs Shareholders at no cost to them. Inspecs and Bidco urge Inspecs Shareholders to read the Scheme Document (or, if applicable, the Offer Document) when it becomes available because it will contain important information relating to the Acquisition. Any decision to vote in respect of the resolutions to be proposed at the Court Meeting and the General Meeting should be based on the information contained in the Scheme Document.
The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.
This announcement contains inside information in relation to Inspecs for the purposes of Article 7 of the Market Abuse Regulation.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
Overseas Shareholders
The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared in accordance with and for the purpose of complying with English law, the Takeover Code, the AIM Rules, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England and Wales.
The availability of the Acquisition to Inspecs Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Inspecs Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into, from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality, or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and may not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) may not mail or otherwise forward, distribute or send the same in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in, into, from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
The availability of the Alternative Offer pursuant to the Acquisition to Inspecs Shareholders who are not resident in the United Kingdom or the ability of those persons to hold such shares may be affected by the laws or regulatory requirements of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements. Inspecs Shareholders who are in any doubt about such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.
Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
Notice to US investors
The Acquisition relates to the securities of a company organised under the laws of England and Wales and is proposed to be effected by means of a scheme of arrangement under the Companies Act. This announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with English law, the AIM Rules, the Takeover Code and UK disclosure requirements, and the format and style applicable to a scheme of arrangement under the Companies Act, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules of Section 14(e) or the proxy solicitation rules of Section 14(a) under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements of and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements and practices of the United States tender offer and proxy solicitation rules.
Inspecs' financial statements, and all financial information that is included in this announcement or that may be included in the Scheme Document, or any other documents relating to the Acquisition, have been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles. US generally accepted principles differ in certain respects from the UK adopted International Accounting Standards. None of the financial information in this announcement has been audited in accordance with the auditing standards generally accepted in the US or the auditing standards of the Public Company Accounting Oversight Board of the US.
The Consideration Shares and the Consideration Loan Notes have not been, and will not be, registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Consideration Shares and the Consideration Loan Notes are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereof. Section 3(a)(10) exempts securities issued in specified exchange transactions from the registration requirement under the US Securities Act where, among other things, the fairness of the terms and conditions of the issuance and exchange of such securities have been approved by a court or governmental authority expressly authorised by law to grant such approval, after a hearing upon the fairness of the terms and conditions of the exchange at which all persons to whom the Consideration Shares and the Consideration Loan Notes are proposed to be issued have the right to appear and receive adequate and timely notice thereof. If the exemption afforded by section 3(a)(10) is not available to Bidco, then Bidco expects to avail itself of another available exemption to the registration requirements under the US Securities Act. If Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, the Consideration Shares and the Consideration Loan Notes will not be offered in the United States except pursuant to an exemption from or in a transaction not subject to registration under the US Securities Act.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Alternative Offer or determined if the Scheme Document is accurate or complete. Any representation to the contrary is a criminal offence.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act (to the extent applicable), Bidco, its nominees or its brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Inspecs Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made, they would be made outside of the US and would be in accordance with applicable law, including the US Exchange Act and the Takeover Code. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
It may be difficult for US holders of Inspecs Shares to enforce their rights and any claims they may have arising under US federal securities laws in connection with the Acquisition, since Inspecs is organised under the laws of a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States, and most of the assets of Inspecs are located outside of the United States. US holders of Inspecs Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US federal securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgment.
If Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer may be made in compliance with applicable US securities laws and regulations including, to the extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and will be made in accordance with the Takeover Code. Such a Takeover Offer may be made in the United States by Bidco and no one else. Accordingly, the Acquisition may be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.
The receipt of cash pursuant to the Acquisition by an Inspecs Shareholder in the United States as consideration for the transfer of its Inspecs Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under any applicable United States state and local income tax laws. Each Inspecs Shareholder in the United States is urged to consult its independent professional tax or legal adviser immediately regarding the US federal, state and local income and non-income tax consequences of the Acquisition applicable to it, as well as any consequences arising under the laws of any other taxing jurisdiction.
Forward-looking Statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Bidco and Inspecs contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and Inspecs about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.
The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Bidco and Inspecs (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "prepares", "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's, any member of the Bidco Group's, Inspecs' or any member of the Inspecs Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Bidco's, Inspecs' or any member of the Bidco Group's or Inspecs Group's business.
Although Bidco and Inspecs believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and Inspecs can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements, and no undue reliance should be placed on any such forward-looking statements.
These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; changes in the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Bidco, the Bidco Group, Inspecs and the Inspecs Group operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco and Inspecs operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco nor Inspecs, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements. The forward-looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to Bidco or any member of the Wider Bidco Group or the Wider Inspecs Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. Other than in accordance with their legal or regulatory obligations, neither Bidco nor Inspecs is under any obligation, and Bidco and Inspecs expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Other than in accordance with their legal or regulatory obligations, neither Bidco nor Inspecs is under any obligation, and Bidco and Inspecs expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 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% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement and the documents required to be published by Rule 26 of the Takeover Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on the website of Risk Capital Partners at www.riskcapitalpartners.co.uk and on Inspecs' website at www.inspecs.com by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, neither the content of these websites nor of any website accessible from hyperlinks set out in this announcement is incorporated by reference or forms part of this announcement.
No profit forecasts, estimates or quantified financial benefits statements
No statement in this announcement is intended as, or is to be construed as, a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Inspecs for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Inspecs.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Inspecs Shareholders, persons with information rights and participants in the Inspecs Share Plans may request a hard copy of this announcement, free of charge, by contacting Inspecs' registrars, Equiniti Limited, during business hours on +44 (0) 371 384 2030 or by submitting a request in writing to Aspect House, Spencer Road, Lancing Business Park, Lancing, West Sussex, BN99 6DA, with an address to which the hard copy may be sent. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Takeover Code, such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain other information provided by Inspecs Shareholders, persons with information rights and other relevant persons for the receipt of communications from Inspecs may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
General
Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme (subject to the Panel's consent and the terms of the Cooperation Agreement). In such event, save as provided in the Takeover Code, the Acquisition will be implemented on substantially the same terms, so far as applicable, and subject to the terms of the Cooperation Agreement, as those which will apply to the Scheme, subject to appropriate amendments to reflect, among other things, the change in method of effecting the Acquisition (including, without limitation: (i) the inclusion of an acceptance condition set at 90 per cent. of the Inspecs Shares to which such Takeover Offer relates (or such other percentage as Bidco may, subject to the rules of the Takeover Code and the terms of the Cooperation Agreement and with the consent of the Panel, decide); and (ii) those required by, or deemed appropriate by, Bidco under applicable law).
In the event that the Acquisition is to be implemented by way of a Takeover Offer, Inspecs Shares will be acquired pursuant to the Takeover Offer fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto including the right to receive and retain all dividends and distributions declared, made or paid, or any other return of capital (whether by way of reduction of share capital, repurchase, redemption or otherwise) made, by reference to a record date after the Effective Date.
If the Acquisition is effected by way of a Takeover Offer and such Takeover Offer becomes or is declared unconditional and sufficient acceptances are received, Bidco intends to: (i) request that the London Stock Exchange cancels admission of the Inspecs Shares to trading on AIM; and (ii) exercise its rights (to the extent such rights are available) to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Inspecs Shares in respect of which the Takeover Offer has not been accepted.
Investors should be aware that Bidco may purchase Inspecs Shares otherwise than under any Takeover Offer or the Scheme, including pursuant to privately negotiated purchases.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Inspecs confirms that, as at 9 December 2025, it had 101,671,525 ordinary shares of £0.01 each in issue with the International Securities Identification Number GB00BK6JPP03. Inspecs holds no shares in treasury.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INSPECS SHAREHOLDERS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE ALTERNATIVE OFFER EXCEPT ON THE BASIS OF INFORMATION IN THE SCHEME DOCUMENT WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
10 December 2025
RECOMMENDED ACQUISITION
of
Inspecs Group plc
by
Bidco 1125 Limited
(a newly formed company indirectly owned by Luke Johnson and Ian Livingstone)
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
1 Introduction
The boards of directors of Bidco and Inspecs are pleased to announce that they have reached agreement on the terms and conditions of a recommended cash acquisition to be made by Bidco for the entire issued, and to be issued, ordinary share capital of Inspecs.
The Acquisition is intended to be implemented by way of a court‑sanctioned scheme of arrangement under Part 26 of the Companies Act (although Bidco reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the consent of the Panel).
2 The Acquisition
The Cash Offer
Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to be set out in the Scheme Document, Inspecs Shareholders at the Scheme Record Time will be entitled to receive:
for each Inspecs Share held: 84 pence in cash
The Acquisition values the entire issued, and to be issued, ordinary share capital of Inspecs at approximately £85.4 million on a fully diluted basis.
The Cash Offer represents a premium of approximately:
· 107.41 per cent. to the Closing Price of 40.5 pence per Inspecs Share on 22 October 2025 (being the last Business Day before the date of the Possible Offer Announcement);
· 91.91 per cent. to the average price of 43.8 pence per Inspecs Share for the three month period ended at the close of business on the last Business Day before the date of the Possible Offer Announcement; and
· 81.96 per cent. to the average price of 46.2 pence per Inspecs Share for the 12 month period ended at the close of business on the last Business Day before the date of the Possible Offer Announcement.
The Alternative Offer
As an alternative to the Cash Offer, Eligible Inspecs Shareholders may elect to receive for each Inspecs Share they hold (i) one Consideration Share (being an unlisted ordinary share in the capital of Topco), and (ii) 83.99 pence in par value of Consideration Loan Notes (being consideration loan notes issued by Midco as Midco Series Two Loan Notes), for each Inspecs Share they hold.
The Alternative Offer is not subject to any minimum floor but is (other than in respect of elections made by Luke Johnson) subject to a maximum cap on the number of elections for such Alternative Offer of 33,551,603 Inspecs Shares, being as at the Latest Practicable Date, approximately 33 per cent. of the existing issued ordinary share capital of Inspecs (the Alternative Offer Maximum Cap). Should valid elections be received from Eligible Inspecs Shareholders (excluding Luke Johnson) holding, in aggregate, in excess of the Alternative Offer Maximum Cap then such excess elections for the Alternative Offer will be subject to "scale back" as nearly as possible on a pro rata basis and rounded down to the nearest whole number of Inspecs Shares. Inspecs Shareholders will receive cash in lieu of any scaled back elections.
Luke Johnson, as noted above, is not a Voting Scheme Shareholder. He is a joint offeror and is one of the funders of the Acquisition. Accordingly, he is not subject to the Alternative Offer Maximum Cap and pursuant to the terms of the Subscription Agreement, further details of which are set out in section 10 of this announcement, and his irrevocable undertaking detailed in Appendix 3 to this announcement, he has agreed to elect for the Alternative Offer in respect of his entire existing holding of Inspecs Shares.
Eligible Inspecs Shareholders will be able to elect for the Alternative Offer in relation to all but not some only of their holdings of Inspecs Shares. Eligible Inspecs Shareholders who do not positively and validly elect to receive the Alternative Offer, as well as Restricted Inspecs Shareholders, will automatically receive the Cash Offer in respect of their entire holding of Inspecs Shares. Further details in relation to making an election for the Alternative Offer will be contained in the Scheme Document and Form of Election.
The Consideration Shares and the Consideration Loan Notes have not been, and will not be, registered under the US Securities Act or under the relevant securities laws of any state or territory or other jurisdiction of the United States, and will not be listed on any stock exchange in the United States and may not be offered or sold in the United States absent registration or an available exemption, or in a transaction not subject to, the registration requirements of the US Securities Act. Accordingly, they will not be issued to Inspecs Shareholders unless Bidco considers that they may be so issued pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act provided by Section 3(a)(10) of the US Securities Act or another available exemption under the US Securities Act.
Where Bidco reasonably believes that an election for the Alternative by any Inspecs Shareholder may result in a requirement for a registration or qualification under the US Securities Act or any other securities laws in any state or territory or other jurisdiction of the United States, Bidco will have the right to deem that such Inspecs Shareholder has not elected for the Alternative Offer and such Inspecs Shareholder will instead receive the Cash Consideration in respect of the Inspecs Shares which were subject to such an election in accordance with the terms of the Cash Offer.
The issue of any Consideration Shares and the Consideration Loan Notes pursuant to the Alternative Offer will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to be set out in the Scheme Document.
For the purposes of Rule 24.11 of the Takeover Code, Cavendish, as financial adviser to the Bidco Group, will provide an estimate of the value of a Consideration Share and 83.99 pence in par value of Consideration Loan Notes, together with the assumptions, qualifications and caveats forming the basis of its estimate of value, in a letter to be included in the Scheme Document.
Upon the Acquisition becoming Effective, as a result of the irrevocable undertakings described in paragraph 8, and assuming all remaining Eligible Inspecs Shareholders who have not provided irrevocable undertakings elect to receive the Cash Offer, the Consortium will hold approximately 78.5 per cent. of the total issued Topco Ordinary Shares following the Effective Date. If valid elections under the Alternative Offer reach the Alternative Offer Maximum Cap, Rollover Shareholders (excluding Luke Johnson) will hold approximately 33 per cent. of the total issued Topco Ordinary Shares, excluding any possible dilution from additional subscription for Topco Ordinary Shares by the Consortium to fund fees, expenses and costs in connection with the Offer.
Further details on the about the Consideration Shares and Consideration Loan Notes are set out in Appendix 4 to this announcement and will be included in the Scheme Document.
Dividends
If, on or after the date of this announcement and prior to the Effective Date, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of the Inspecs Shares, Bidco reserves the right to reduce the consideration payable pursuant to the Cash Offer (and, as the case may be, the exchange ratio in relation to the Alternative Offer) by an amount up to the aggregate amount of such dividend and/or distribution and/or other return of capital or value. In such circumstances, Inspecs Shareholders would be entitled to receive and retain any such dividend, distribution and/or other return of capital or value and any reference in this announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme or the Acquisition. In such circumstances, Inspecs Shareholders would be entitled to receive and retain any such dividend, distribution and/or other return of capital or value.
3 Background to and reasons for the Acquisition
Luke Johnson and Ian Livingstone (who have together formed Bidco and the Bidco Group) have followed the recent progress of the Company and formed a strong appreciation of Inspecs' underlying strengths and long-term potential.
Luke Johnson has chaired or founded various companies, including the private equity firm Risk Capital Partners, which has invested in a range of industries. He has developed a detailed understanding of the Company, its operations, financial performance and strategic positioning through an extended period of engagement prior to and since his initial investment in the Company earlier in 2025. Ian Livingstone has extensive experience in retail and consumer-facing business, including the optical industry where he was previously the Chairman of the Optika Clulow retail chain owning over 200 optician stores including David Clulow and Sunglass Hut.
The Consortium believes Inspecs to be well-positioned within its sector and sees a meaningful opportunity to enhance its competitive platform, accelerate organic growth, improve profitability and deliver enhanced long-term value for its stakeholders, despite the recent trading challenges faced by it.
The Consortium also recognises the progress made in delivering Inspecs' medium-term strategy. It has great confidence in Inspecs' existing strategy, leadership and long-term prospects, and intends to build upon the existing foundations to capture further growth opportunities.
The Consortium believes that a renewed ownership structure, within a private company environment, will provide the most effective environment to unlock Inspecs' full potential. Free from the constraints associated with maintaining a public listing, the Company would gain greater financial and strategic flexibility and be able to pursue long-term initiatives that maximise sustainable growth. Under the Consortium's ownership, Inspecs would benefit from the Consortium's sector expertise and operational experience, supporting management in driving performance and enhancing value for its stakeholders.
The Cash Offer represents an opportunity for Inspecs Shareholders to realise their investment, in full and in cash, at a compelling price and against a backdrop of considerable ongoing macroeconomic uncertainty and market volatility. In addition, the Cash Offer provides shareholders with a rare opportunity to realise their entire holding in a single transaction for fixed consideration of 84 pence per Inspecs Share.
In addition, the Cash Offer represents a premium of approximately:
· 107.41 per cent. to the Closing Price of 40.5 pence per Inspecs Share on 22 October 2025 (being the last Business Day before the date of the Possible Offer Announcement);
· 91.91 per cent. to the average price of 43.8 pence per Inspecs Share for the three month period ended at the close of business on the last Business Day before the date of the Possible Offer Announcement; and
· 81.96 per cent. to the average price of 46.2 pence per Inspecs Share for the 12 month period ended at the close of business on the last Business Day before the date of the Possible Offer Announcement.
4 Recommendation
The Inspecs Directors, who have been so advised by Peel Hunt as to the financial terms of the Cash Offer, consider the terms of the Cash Offer to be fair and reasonable. In providing its advice to the Inspecs Directors, Peel Hunt has taken into account the commercial assessments of the Inspecs Directors. Peel Hunt is providing independent financial advice to the Inspecs Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the Inspecs Directors intend to recommend unanimously that the Inspecs Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer), as the Inspecs Directors who hold Inspecs Shares have irrevocably undertaken to do in respect of their and their Connected Persons' entire beneficial holdings of Inspecs Shares, being, in aggregate, 19,089,137 Inspecs Shares (representing approximately 18.78 per cent. of the existing issued ordinary share capital of Inspecs, and approximately 19.94 per cent. of the Voting Scheme Shares, as at close of business on the Latest Practicable Date). Further details of these undertakings are set out in Appendix 3 to this announcement
Peel Hunt are unable to advise the Inspecs Directors as to whether or not the financial terms of the Alternative Offer are fair and reasonable. This is because of the significant and variable impact of the disadvantages and advantages of the Alternative Offer for individual Inspecs Shareholders, including, in terms of the advantages, in particular, the ability to participate in the future value creation of Inspecs and, in terms of the disadvantages, in particular, the terms of the Consideration Shares and Consideration Loan Notes, including the fact that that they are illiquid, the level of uncertainty in their future value and the potential dilution that would result if a Rollover Shareholder did not fund their pre-emptive entitlement pursuant to any further issue of securities by Bidco in the period following the Effective Date.
Accordingly, the Inspecs Directors are unable to form an opinion as to whether or not the terms of the Alternative Offer are fair and reasonable and are not making any recommendation to Inspecs Shareholders as to whether or not they should elect for the Alternative Offer.
In considering the terms of the Alternative Offer, Peel Hunt and the Inspecs Directors have considered the key disadvantages and advantages of electing for the Alternative Offer outlined below.
Robin Totterman and Richard Peck have also each irrevocably undertaken to elect for the Alternative Offer in respect of all of their current beneficial holdings of Inspecs Shares (except for, in the case of Robin Totterman, 850,053 Inspecs Shares that are held in a pension fund that cannot hold unlisted securities), as set out in Appendix 3 to this announcement, as they each wish to hold an investment in Inspecs and each of their personal circumstances mean that they are willing to hold unlisted, non-transferrable instruments, and these factors, combined with their personal view of the long-term potential of the Inspecs business under private ownership, outweigh the other disadvantages listed in paragraph 4 of this Announcement.
Inspecs Shareholders are encouraged to take into account the disadvantages and advantages set out below, as well as the risk factors and other investment considerations in respect of the Alternative Offer outlined in paragraph 14 and their own particular circumstances, when deciding whether to elect for the Alterative Offer. Inspecs Shareholders should also ascertain whether acquiring or holding Consideration Shares and Consideration Loan Notes is affected by the laws of the relevant jurisdiction in which they reside and consider their individual tax and financial situation. Accordingly, Inspecs Shareholders are strongly recommended to seek their own independent financial, tax and legal advice in light of their own personal circumstances and investment objectives before deciding whether to elect for the Alternative Offer. Any decision to elect for the Alternative Offer should be based on independent financial, tax and legal advice and full consideration of this announcement and, when published, the Scheme Document.
In deciding which of the Cash Offer or Alternative Offer to elect for, the attention of Eligible Inspecs Shareholders is drawn to certain advantages and disadvantages relevant to such an election, as outlined below:
Disadvantages of electing for the Alternative Offer:
· upon the Effective Date, the Bidco Group will be controlled by the Consortium who will be interested in a minimum of approximately 67 per cent. of the voting rights in Topco (the actual percentage will depend on take-up of the Alternative Offer and any additional subscriptions to Topco Ordinary Shares by the Consortium under the Subscription Agreement in order to settle certain fees, costs and expenses in relation to the Acquisition). Accordingly, while the Consideration Shares will carry voting rights at general meetings of Topco and the right to vote on written resolutions of shareholders of Topco, the Consortium will be able to pass ordinary resolutions without other Rollover Shareholders being able to block them. Rollover Shareholders which do not form part of the Consortium will therefore have very limited influence over decisions made by Topco in relation to its investment in Inspecs, the Bidco Group or in any other business;
· the Consideration Shares and Consideration Loan Notes are shares and loan notes both in an English private limited company. They are unquoted and will not be listed or admitted to trading on any exchange or market for the trading of securities (although Midco intends to apply for the Consideration Loan Notes to be traded on a stock exchange in the Channel Islands following the Effective Date), and will not be registered under the US Securities Act and will therefore be illiquid. Any assessment of the value of the Consideration Shares or the Consideration Loan Notes should therefore take into account an individual Inspecs Shareholder's assessment of an appropriate liquidity discount;
· the Consideration Shares and Consideration Loan Notes will have very limited transfer rights and the Consideration Shares will be subject to 'drag-along' provisions in the articles of association of Topco. Accordingly, Rollover Shareholders may be required by other holders of Topco shares to sell their holdings pursuant to the exercise of the 'drag-along' provisions by other Rollover Shareholders (as summarised in section 3 of Appendix 4). Any transfer involving the application of 'drag-along' provisions may be at a value that is more or less than the Cash Offer;
· Eligible Inspecs Shareholders making elections for the Alternative Offer will have no certainty as to the precise amount of Consideration Shares and Consideration Loan Notes they will receive because:
· the maximum number of Consideration Shares and Consideration Loan Notes available to Inspecs Shareholders (other than Luke Johnson) under the Alternative Offer will be limited by the Alternative Offer Maximum Cap of 33,551,603 Inspecs Shares, being, as at the Latest Practicable Date, approximately, 33 per cent. of the existing ordinary share capital of Inspecs;
· to the extent that elections for the Alternative Offer cannot be satisfied in full, then excess elections will be subject to "scale back" as nearly as possible on a pro-rata basis and rounded down to the nearest whole number of Inspecs Shares. Inspecs Shareholders will receive cash in lieu of any scaled back elections;
· the Topco Investors may subscribe for additional Topco Ordinary Shares and Midco Series 2 Loan Notes under the Subscription Agreement in order to settle certain fees, costs and expenses in relation to the Offer. Such subscriptions will dilute the Eligible Inspecs Shareholders validly electing for the Alternative Offer; and
· certain rights and protections attaching to the Consideration Shares and Consideration Loan Notes will depend on whether or not such Rollover Shareholder holds above certain threshold amounts of Consideration Shares and Consideration Loan Notes. As the number of Consideration Shares and Consideration Loan Notes to be issued will be scaled back on a pro-rata basis in circumstances where the number of elections (excluding elections made by Luke Johnson) exceeds the Alternative Offer Maximum Cap, there can be no certainty that Eligible Inspecs Shareholders will obtain the requisite number of Consideration Shares or Consideration Loan Notes to afford themselves any of those rights and protections;
· Consideration Shares and Consideration Loan Notes will be of uncertain value and there can be no assurances that any such securities will be capable of being sold in the future or that they will be capable of being sold at the value to be estimated by Cavendish in the Scheme Document;
· Topco will not pay any distributions, other than with Investor Consent. It is not anticipated that Topco will pay any distributions;
· Midco will be required to deduct UK income tax from interest payments it makes to holders of the Consideration Loan Notes (unless a relevant relief or exemption applies);
· in relation to any further issues of securities, if Rollover Shareholders wish to avoid their percentage interest in Topco being reduced by any such issue, they will need to invest further cash sums in Topco. In particular, Rollover Shareholders who do not elect to exercise their pre-emption rights by investing the necessary cash sums in respect of any further issues of securities by Topco may suffer significant dilution in their percentage ownership;
· whilst it is expected that the rollover mechanism described in Appendix 4 will be treated as a reorganisation (and so as not involving a disposal by relevant Inspecs Shareholders) for UK capital gains tax purposes, whether that is the case will depend on the precise details of the rollover and on the application of relevant anti-avoidance rules. The treatment of the rollover mechanism as a reorganisation for UK capital gains tax purposes cannot therefore be guaranteed. If the rollover mechanism were not treated as a reorganisation, Inspecs Shareholders who elect for the Alternative Offer and receive Consideration Shares and Consideration Loan Notes, and who are subject to tax in the UK, would be treated as disposing of their Inspecs Shares for UK capital gains tax purposes. Depending on the individual Inspecs Shareholder's circumstances and subject to any available reliefs and exemptions, this may give rise to UK tax for an Inspecs Shareholder;
· Rollover Shareholders will only have customary information rights if they are represented on the board of Topco, and therefore many Rollover Shareholders (in particular smaller minority holders) will have limited or no visibility over decisions made by Topco in relation to its investment in, or the strategy of, the Bidco Group or any of its current or prospective businesses;
· Eligible Inspecs Shareholders will only be able to elect for the Alternative Offer in relation to their entire holding of Inspecs Shares and not part only (subject to scale back as set out in paragraph 2 above);
· the right of Rollover Shareholders to participate in future issues of securities by the Bidco Group will also be subject to other important exceptions. For example:
· if Topco introduces one or more management incentive plans for actual or potential employees, directors, officers and consultants of the Bidco Group after the Effective Date that provide participants with an interest in securities in the Bidco Group, such issue(s) could potentially significantly dilute the Consideration Shares;
· the Bidco Group may not receive material cash on the issue of any such securities and the returns on such securities may potentially be structured to increase their proportional interest in the value of the Bidco Group if it increases in value (whether pursuant to a ratchet mechanism or otherwise); and
· the holders of Consideration Shares will not be entitled to participate in issues of securities by the Bidco Group in certain other cases, including in consideration for, or in connection with, its acquisition of other assets or companies or part of any other businesses or undertakings;
· the holders of Consideration Shares and Consideration Loan Notes will not enjoy any minority protections or other rights, except for those rights prescribed by applicable law or as described in Appendix 4 to this announcement;
· there can be no certainty or guarantee as to the performance of the Bidco Group or the Inspecs Group following the Effective Date and past performance cannot be relied upon as an indication of future performance or growth;
· following the Effective Date, Inspecs will remain subject to the risks associated with the industry in which it operates. Accordingly, Rollover Shareholders will continue to be exposed to such risk;
· the Consideration Shares will be subject to 'swamping' provisions in the articles of association of Topco. Accordingly: (i) Rollover Shareholders may cease to have voting rights in respect of Topco, and will be obliged to cooperate with any action proposed by the Topco Investors; and (ii) any directors appointed by a Rollover Shareholder may cease to have voting rights at meetings of the Topco board (or any committee of the Topco Board), in each case if the financial performance of the Inspecs Group declines to such an extent as to trigger one of the relevant thresholds; and
· the Inspecs Shares are currently admitted to trading on AIM and Inspecs Shareholders are afforded certain standards and protections under the AIM Rules, including in respect of disclosure, whereas the Consideration Shares will be unlisted securities in a private company. Rollover Shareholders who receive Consideration Shares will not be afforded protections commensurate with those that they currently benefit from as shareholders in Inspecs as a public or listed company, including pursuant to the Takeover Code or the AIM Rules.
Advantages of electing for the Alternative Offer
· the Alternative Offer allows Eligible Inspecs Shareholders to invest directly in the Bidco Group, providing continued economic exposure (indirectly) to Inspecs under private ownership, without the costs associated with being a public company;
· the Alternative Offer allows Eligible Inspecs Shareholders to participate in potential future value creation and may ultimately deliver greater value than the Cash Offer (although this cannot be guaranteed); and
· from completion of the Acquisition, the Consideration Shares will rank economically pari passu with the Topco Ordinary Shares held by the Consortium, and will carry pro rata entitlement to dividends, distributions and returns of capital (although these are not anticipated so long as Inspecs and any other entity in the Bidco Group has any secured debt outstanding).
Further details in relation to the Alternative Offer and which Inspecs Shareholders are ineligible to participate will be contained in the Scheme Document and the related Form of Election. The key terms and conditions of the Alternative Offer, alongside the key rights and restrictions attached to the Consideration Shares, are set out in Appendix 4 to this announcement.
5 Background to and reasons for the recommendation
Inspecs completed its AIM IPO in early 2020 at a price of 195 pence per share with the ambition of using its listing as a platform to support its growth ambitions within the global eyewear industry, particularly through M&A opportunities. Inspecs successfully delivered on this strategy in the initial years post-IPO, completing several transactions, including the transformational acquisition of Eschenbach in late 2020.
In recent years, however, Inspecs' financial performance has been below market expectations as it operated against a backdrop of highly challenging market conditions. This was reflected in a decline in Inspecs' share price to the Closing Price per Inspecs Share of 40.5 pence on 22 October 2025, being the last Business Day prior to the Offer Period.
In particular, Inspecs has faced weak consumer demand in continental Europe (especially Germany where the impact of the war in Ukraine was most pronounced), a significant reduction in its sales to GrandVision following the retailer's acquisition by EssilorLuxottica and turbulence in the US market, with increased tariffs imposed on goods produced in China and Vietnam (Inspecs' principal manufacturing locations), creating material uncertainty with customers that has disrupted demand.
Inspecs has also faced challenges with the performance of certain business areas, for example its Norville lens manufacturing site that was discontinued this year as it remained loss-making as a result of insufficient scale.
These trading headwinds continue to impact the business and were reflected in Inspecs' interim results published on 18 September 2025, which noted 'current trading in the first two months of H2 is slightly behind plan' and the announcement dated 20 November 2025 further reducing Inspecs' expectations of revenue and underlying EBITDA for the current year to approximately £191m and £17.7m, respectively.
The resulting negative impact of these challenges on Inspecs' market capitalisation, valuation multiple and trading liquidity has meant that Inspecs' public listing no longer provides an effective platform through which it can raise capital and deliver on its M&A growth strategy.
Despite these challenges, the Inspecs Directors believe Inspecs has made significant progress with integrating and streamlining its international operations across four principal business units, Tura (USA), Eschenbach (Europe), Inspecs (UK) and Killine (China & Vietnam), as well as rightsizing its cost base, investing in additional capacity and capability in its Vietnam production site and positioning the Group for growth as underlying markets improve. The Inspecs Directors acknowledge, however, that this growth could take some time and remains subject to significant uncertainty concerning external factors affecting Inspecs' business.
As a result, Inspecs has been in discussions with H2 Equity Partners Ltd. (H2EP) since June 2025 and with the Consortium since August 2025 in respect of possible offers for Inspecs. Following initial pricing discussions with both parties, Inspecs consulted its major internal and external shareholders in order to assess the viability of a possible transaction prior to facilitating an extensive due diligence progress.
On 21 October 2025, Inspecs received a proposal from Safilo Group S.p.A (Safilo) to acquire the Eschenbach Group and BoDe businesses of Inspecs (the Safilo Asset Proposal).
The Offer Period commenced on 23 October 2025 following an announcement made in response to press speculation. That announcement identified H2EP and the Consortium as potential offerors, and Safilo as a potential bidder for certain Inspecs assets.
Subsequent to that date, Safilo submitted offers to acquire Inspecs (the Safilo Offer) as an alternative proposal to the Safilo Asset Proposal. The Inspecs Board, together with its advisers, considered both the Safilo Asset Proposal and that the Safilo Offer and concluded that the Safilo Offer fundamentally undervalued Inspecs and the Safilo Asset Proposal was not in the best interests of Inspecs Shareholders in the absence of a deliverable proposal for Inspecs' remaining assets that would represent attractive value for Inspecs Shareholders. The Inspecs Board therefore unequivocally rejected both the Safilo Asset Proposal and the Safilo Offer. Notwithstanding this rejection, and in accordance with its obligations under the Takeover Code, the Inspecs Board provided access to the information that had been made available to H2EP and the Consortium.
Following the substantive completion of their due diligence processes, H2EP and the Consortium were invited by Inspecs to participate in a private, structured bidding process to elicit proposals for the Inspecs Board to consider. The process resulted in H2EP making a proposal that offered higher cash proceeds to Inspecs Shareholders than the proposal advanced by the Consortium. Subsequent to the process completing, the Consortium increased its proposal to match the cash proceeds offered by H2EP. Over the course of discussions, both parties materially increased the headline terms of their proposals.
In considering the financial terms of the Acquisition, the Inspecs Directors have taken into account a number of factors including:
· the inherent uncertainty of the delivery of future value that exists in the business following recent difficult trading conditions;
· the significant costs of being listed, coupled with limited benefits;
· at 84 pence per Inspecs Share, the Cash Offer price represents a premium of:
· approximately 93.80 per cent to the volume weighted average price for the 30-day period to the last Business Day before the commencement of the Offer Period;
· approximately 89.16 per cent to the volume weighted average price for the six month period to the last Business Day before the commencement of the Offer Period; and
· approximately 107.41 per cent to the closing price on the last Business Day before the commencement of the Offer Period.
In considering the Acquisition, the Inspecs Directors have also taken into account:
· Bidco's stated intentions for the business and its employees. The Inspecs Directors believe that the Acquisition represents an opportunity that results in a positive outcome for all stakeholders, including customers, employees and shareholders;
· the views of the Inspecs management team (including the Company's largest shareholder, Robin Totterman), as evidenced by the irrevocable undertakings given to Bidco by them; and
· feedback received from Inspecs' major institutional shareholders.
Accordingly, after careful consideration together with Peel Hunt as to the financial terms, the Inspecs Directors believe that the Cash Offer provides an opportunity for Inspecs Shareholders to realise an immediate cash return for their entire shareholding at an attractive valuation, assessed against the risk-adjusted return that may be achieved by executing Inspecs' strategy as a smaller, listed company.
6 Information relating to the bidco group
Bidco is a private limited company incorporated in England and Wales, which was recently established, along with its related parent companies, Midco and Topco (both private limited companies incorporated in England and Wales), by the Consortium specifically for the purpose of the Acquisition.
The Consortium is composed of Luke Johnson and Ian Livingstone.
Luke Johnson is a well-known entrepreneur and investor. Since serving as chairman of and significant investor in PizzaExpress during its rapid expansion in the 1990s, he has been involved in numerous successful ventures, including his role at and investment in Gail's Bakeries amongst many others. Mr Johnson has chaired or founded various companies, including the private equity firm Risk Capital Partners, which has invested in a range of industries, and previously as chairman of Channel 4 Television Corporation.
As at close of business on the Latest Practicable Date, Luke Johnson holds or controls, in aggregate 5,959,270 Inspecs Shares, representing approximately 5.86 per cent. of Inspecs' existing issued ordinary share capital. Luke Johnson is not a Voting Scheme Shareholder and is a joint offeror for the purposes of the Takeover Code. Instead of voting at the Court Meeting, he will confirm his approval of, and agreement to be bound by, the Scheme in a letter of confirmation to the Court. He has agreed to elect for the Alternative Offer in respect of his entire existing holding of Inspecs Shares.
Ian Livingstone is a property investor. His principal business, London & Regional Group, is a global portfolio of commercial real estate and hospitality assets worth over £10 billion. He has extensive experience in retail and consumer-facing business, including the optical industry where he was previously the Chairman of the Optika Clulow retail chain owning over 200 optician stores including David Clulow and Sunglass Hut.
7 Information relating to Inspecs
Inspecs is a leading provider of eyewear solutions to the global eyewear market. The Inspecs Group produces a broad range of eyewear frames and low vision aids, covering optical, sunglasses and safety, which are either "Branded" (under licence or under the Inspecs Group's own proprietary brands), or "OEM" (unbranded or private label on behalf of retail customers).
Inspecs is building a global eyewear business through its vertically integrated business model. Its continued growth is underpinned by six core pillars: increasing the penetration of its own-brand portfolio, increasing distribution, growing its travel retail markets, maximising group synergies, expanding its manufacturing capacity and scaling the research and development department as it develops new and innovative eyewear products.
The Inspecs Group has operations across the globe: with offices and subsidiaries in the UK, Germany, Portugal, Scandinavia, the US and China (including Hong Kong, Macau and Shenzhen), and manufacturing facilities in Vietnam, China, the UK and Italy.
Inspecs customers are global optical and non-optical retailers, global distributors and independent opticians. Its distribution network covers over 80 countries and reaches approximately 75,000 points of sale.
8 Irrevocable undertakings
Each of the Inspecs Directors who holds Inspecs Shares has irrevocably undertaken to vote (or procure the vote) in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or, in the event that the Acquisition is implemented by a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of their and their Connected Persons' entire beneficial holdings of Inspecs Shares, being, in aggregate, 19,089,137 Inspecs Shares (representing approximately 18.78 per cent. of the existing issued ordinary share capital of Inspecs, and approximately 19.94 per cent. of the Voting Scheme Shares, as on the Latest Practicable Date). Each of the Inspecs Directors has also irrevocably undertaken to vote against any competing proposal.
In addition, Bidco has received irrevocable undertakings to vote (or, procure the vote) in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or, in the event that the Acquisition is implemented by a Takeover Offer, to accept or procure acceptance of the Takeover Offer), from Luke Johnson, Christopher Kay and Downing LLP in respect of, in aggregate, 16,726,769 Inspecs Shares (representing approximately 16.45 per cent. of the existing issued ordinary share capital of Inspecs, and approximately 11.25 per cent. of the Voting Scheme Shares, as on the Latest Practicable Date). Luke Johnson is not considered to be a Voting Scheme Shareholder and his irrevocable undertaking therefore only relates to his vote on the resolution at the General Meeting (and not his vote on the Scheme at the Court Meeting). Luke Johnson and Christopher Kay have also irrevocably undertaken to vote against any competing proposal.
Therefore, as at the date of this Announcement, Bidco has received irrevocable undertakings in respect of, in aggregate, 35,815,906 Inspecs Shares representing approximately 35.23 per cent. of the issued ordinary share capital of Inspecs, and approximately 31.19 per cent. of the Voting Scheme Shares as at the Latest Practicable Date.
Further details of these irrevocable undertakings (including the circumstances in which they cease to be binding) are set out in Appendix 3 to this announcement.
9 STRATEGIC PLANS FOR INSPECS, ITS Directors, management, employees, pensions, locations, assets AND OTHER MATTERS
Bidco's strategic intentions for Inspecs
The Consortium believes the Cash Offer represents an attractive opportunity to support Inspecs in delivering its strategy and medium-term targets of accelerated revenue growth, enhanced operational strength and sustainable leverage.
As a private company, Inspecs would benefit from greater financial and strategic flexibility, while drawing on the Consortium's experience in retail and consumer-facing businesses, including the optical industry. Inspecs will gain from the operational experience of Ian Livingstone, who, alongside Inspecs' Chief Executive Officer, Richard Peck, successfully grew Optika from a single store into the Optika Clulow group, with David Clulow as one of the UK's most recognisable optical retail brands.
The Consortium intends to create an ownership structure that, within a private environment, will better position Inspecs to strengthen its platform, accelerate organic growth and enhance profitability.
The Consortium intends to work closely with Inspecs' management team to realise identified market opportunities and support the delivery of the Company's strategic priorities, while maintaining a continued focus on the mid-market and premium eyewear segments. Drawing on its sector expertise and operational experience, the Consortium will support Inspecs in executing its growth strategy and enhancing operational performance.
Through Luke Johnson's shareholding in Inspecs, the Consortium has developed a comprehensive understanding of Inspecs' operations, markets and competitive positioning. This insight underpins the Consortium's commitment to support Inspecs' ongoing strategy within a private company environment. Working alongside the Company's management team, the Consortium plans to refine and evolve that strategy as Inspecs benefits from the removal of the requirements associated with its status as a listed company.
Management and employees of Inspecs
Having engaged with Inspecs' management team and employees, the Consortium attaches significant value to their knowledge, skills and significant experience, recognising their importance in driving Inspecs' long-term growth and success.
It is expected that, following the Scheme becoming Effective the Acquisition will likely involve the rationalisation of certain administrative functions which have historically been maintained by reason of Inspecs' status as a listed company. These functions will no longer be necessary, or reduced in scale, to reflect Inspecs ceasing to be an AIM-quoted company. The impact of this rationalisation is expected to be limited to a small number of roles in specific areas. In addition, it is anticipated that Inspecs' non-executive directors will resign as directors of Inspecs with effect from the Scheme becoming Effective and will receive payment in lieu of their respective contractual notice periods.
The Consortium is supportive of the management's group reorganisation as described in the Company's interim results for the six months ended 30 June 2025. Save for the above, following the completion of the reorganisation of the USA frame business and European subsidiaries, alongside the closure of Norville, the Consortium does not intend to make any material changes to the continued employment or the conditions of employment of the management and employees of Inspecs, nor does it intend to make any material change in the balance of the skills and functions of the employees and management of Inspecs.
Accordingly, save as otherwise set out in this paragraph 9, the Consortium does not intend for the prospects of the employees of Inspecs to be adversely affected by the implementation of the Acquisition.
Existing employment rights and pension
The Consortium intends to fully safeguard the existing contractual and statutory employment rights and pension rights of all Inspecs management and employees in accordance with contractual and statutory requirements. The Consortium further confirms that it does not intend to make any changes to Inspecs' existing pension arrangements, including with regard to employer contributions into such schemes and the admission of new members, or to the accrual of existing benefits for existing members.
Research and development
The Consortium recognises the importance of research and development (R&D) to Inspecs' long-term success and the value of collaborative innovation with customers and strategic partners. Following the Scheme becoming Effective, the Consortium will seek to better understand the existing structure of Inspecs' R&D function and will evaluate opportunities to enhance this function. Any changes to Inspecs' R&D functions are expected to be minimal.
Locations of business, fixed assets, headquarters and research and development
Following the Scheme becoming Effective, the Consortium does not intend to carry out any changes in the location of the HQ functions of Inspecs. The Consortium also intends to maintain Inspecs' existing production facilities in China and Vietnam and its holding and/or trading companies across Europe and the United States.
The Consortium intends to review the costs associated with all Inspecs offices and facilities to assess whether operational efficiencies can be made. Any such review will be undertaken with the objective of supporting long-term sustainable growth.
Save as set out above, the Consortium does not intend to make any material changes to Inspecs' business locations, headquarters (and headquarters functions) or fixed assets as a result of the Acquisition.
Trading facility
Inspecs is currently admitted to trading on AIM. As set out in paragraph 16 below, an application will be made to the London Stock Exchange for the cancellation of the admission to trading of Inspecs Shares on AIM shortly following the Effective Date.
It is also intended that Inspecs will be re-registered as a private limited company and for this to take effect as soon as practicable following the Effective Date.
Post-offer undertakings
None of the statements in this paragraph 9 constitute "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.
10 Financing of the Acquisition
In accordance with Rule 2.7(d), Cavendish, in its capacity as financial adviser to the Bidco Group, is satisfied that sufficient resources are available to Bidco to enable it to satisfy in full the Cash Consideration payable to Inspecs Shareholders in the event of full acceptance of, and in accordance with, the terms of the Acquisition.
Assuming that the Cash Consideration is payable to all Inspecs Shareholders (save for those who have irrevocably undertaken to elect to receive the Alternative Offer pursuant to the terms of the Scheme and their irrevocable undertakings), the Cash Consideration element of the Acquisition would require a maximum cash payment of approximately £85.4 million by Bidco.
The maximum Cash Consideration payable under the terms of the Acquisition will be funded by:
· Bidco's cash resources made available from Topco, via Midco pursuant to certain intragroup loan agreements, following the subscriptions by the Topco Investors for Topco Ordinary Shares, Midco Series One Loan Notes and Midco Series Two Loan Notes, pursuant to the Subscription Agreement; and
· £20 million available from a term acquisition facility which Bidco has entered into with HSBC UK Bank plc.
Further information on the financing of the Acquisition will be set out in the Scheme Document.
11 Offer‑related and other related arrangements
Confidentiality Agreement
Inspecs, Ian Livingstone and Risk Capital entered into a confidentiality agreement on 18 September 2025 pursuant to which both parties have undertaken to keep, and to procure that certain of their respective representatives keep, certain information relating to each other confidential and not to disclose such information to third parties except to certain permitted disclosees for the purposes of evaluating the Acquisition or if required by applicable laws or regulations.
These confidentiality obligations will remain in force for a period of 12 months from the date of the Confidentiality Agreement (or, if earlier, until completion of the Acquisition). The Confidentiality Agreement contains standstill provisions which restrict the Consortium and its affiliates from acquiring or offering to acquire interests in certain securities of Inspecs for a period of nine months from the date of the Confidentiality Agreement, which ceased to apply on the making of this Announcement.
Cooperation Agreement
Pursuant to the Cooperation Agreement, Bidco and Inspecs have agreed to co-operate and provide each other with reasonable information and assistance in relation to any filings, submissions and notifications in relation to the satisfaction of Condition 3 as set out in Appendix 1 to this Announcement (if and to the extent that, in the case of Conditions 3.1, 3.2 and 3.5, the relevant third party under that Condition is a regulatory authority). Bidco has also agreed to provide Inspecs with such information, assistance and access as may reasonably be required for the preparation of the Scheme Document.
The Cooperation Agreement records Bidco and Inspecs' intention to implement the Acquisition by way of a Scheme, subject to the ability to Bidco to implement the Acquisition by way of a Takeover Offer in the circumstances described in the Cooperation Agreement.
The Cooperation Agreement will terminate in certain circumstances, including (but not limited to) if:
· agreed in writing between Bidco and Inspecs at any time prior to the Effective Date;
· the Inspecs Directors make a change to their recommendation;
· prior to the Long Stop Date, any Condition has been invoked by Bidco (where the invocation of the relevant Condition has been specifically permitted by the Panel) or a third party announces a firm intention to make an offer or revised offer which completes, becomes effective, or is declared or becomes unconditional;
· a competing proposal is recommended by the Inspecs Directors or completes, becomes effective, or is declared or becomes unconditional;
· the Acquisition (whether implemented by way of the Scheme or a Takeover Offer) lapses, terminates or is withdrawn in accordance with its terms on or prior to the Long Stop Date and, where required, with the consent of the Panel (other than where such lapse or withdrawal is as a result of an agreed switch to a Takeover Offer);
· the Scheme is not approved by the requisite majorities of the Voting Scheme Shareholders at the Court Meeting and/or the Inspecs Shareholders at the General Meeting; or
· unless otherwise agreed by Bidco and Inspecs in writing or required by the Panel, the Effective Date has not occurred on or before the Long Stop Date.
The Cooperation Agreement also contains provisions that will apply in respect of the treatment of Inspecs Share Plans.
Subscription Agreement
Pursuant to the Subscription Agreement, the Topco Investors have agreed that they will subscribe for (i) the Midco Series One Loan Notes at an aggregate price of £5,000,000, and (ii) up to 60,595,238 Topco Ordinary Shares and up to £45,893,940.48 in Midco Series Two Loan Notes at an aggregate price of up to £45,900,000, so as to provide Bidco (via certain intragroup loan agreements) with the amount required (alongside the £20 million from the Facility Agreement) to satisfy the maximum aggregate Cash Consideration payable in accordance with the Scheme (having regard to the irrevocable undertakings already received from certain Scheme Shareholders to elect to receive the Alternative Offer pursuant to the terms of the Scheme) and to satisfy certain fees and expenses in connection with the implementation of the Acquisition. These subscription obligations are conditional upon the Scheme becoming Effective. The subscription monies shall be made available to Bidco no later than ten calendar days after the date on which the Scheme becomes Effective.
12 Inspecs Share PlanS
Participants in the Inspecs Share Plans will be contacted regarding the effect of the Acquisition on their options and awards under the Inspecs Share Plans. Details of the impact of the Scheme on the Inspecs Share Plans and the proposals, if any, will be set out in the Scheme Document.
The Acquisition will apply to any Inspecs Shares which are unconditionally allotted, issued or transferred to satisfy the vesting of awards or the exercise of options under the Inspecs Share Plans before the Scheme Record Time.
The Scheme will not apply to Inspecs Shares issued after the Scheme Record Time. However, it is proposed to amend Inspecs' articles of association at the General Meeting to provide that, if the Scheme becomes Effective, any Inspecs Shares issued to any person after the Scheme Record Time will be automatically transferred, consistent with the terms of the Scheme, to Bidco in consideration for the payment by Bidco to such persons of 84 pence in cash for each Inspecs Share so transferred.
Pursuant to the terms of the Cooperation Agreement, it has been agreed that Bidco will not make proposals under Rule 15 of the Takeover Code to the participants in the Inspecs Share Plans on the basis that the outstanding options under the Inspecs Share Option Plans are not expected to vest and/or be exercised as either the relevant performance conditions have not been satisfied or the options are "under water".
13 Disclosure of interests in Inspecs securities
Except for the irrevocable undertakings referred to in paragraph 8 above and Appendix 3 and the 5,959,270 Inspecs Shares held or controlled by Luke Johnson, as at the close of business on the Latest Practicable Date, no member of the Bidco Group, nor any of its directors, nor, so far as Bidco is aware, any person treated as acting in concert (within the meaning of the Takeover Code) with it for the purposes of the Acquisition (i) had any interest in or right to subscribe for any relevant securities of Inspecs, or (ii) had any short positions in respect of relevant securities of Inspecs (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, or (iii) has borrowed or lent any relevant securities of Inspecs (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 3 on Rule 4.6 of the Takeover Code) save for any borrowed shares which have been either on-lent or resold, or (iv) is a party to any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code.
14 Risk factors and other investment considerations
The attention of Eligible Inspecs Shareholders who may consider electing for the Alternative Offer is drawn to certain risk factors and other investment considerations relevant to such an election. These will be set out in full in the Scheme Document but will include, inter alia, the following:
· upon the Effective Date, the Bidco Group will be controlled by the Consortium who will be interested in a minimum of approximately 67 per cent. of the voting rights in Topco (the actual percentage will depend on take-up of the Alternative Offer and any additional subscriptions to Topco Ordinary Shares by the Consortium under the Subscription Agreement in order to settle certain fees, costs and expenses in relation to the Acquisition). Accordingly, while the Consideration Shares will carry voting rights at general meetings of Topco and the right to vote on written resolutions of shareholders of Topco, the Consortium will be able to pass ordinary resolutions without other Rollover Shareholders being able to block them. Rollover Shareholders which do not form part of the Consortium will therefore have very limited influence over decisions made by Topco in relation to its investment in Inspecs, the Bidco Group or in any other business;
· the Consideration Shares and Consideration Loan Notes are shares and loan notes both in an English private limited company. They are unquoted and will not be listed or admitted to trading on any exchange or market for the trading of securities (although Midco intends to apply for the Consideration Loan Notes to be traded on a stock exchange in the Channel Islands following the Effective Date), and will not be registered under the US Securities Act and will therefore be illiquid. Any assessment of the value of the Consideration Shares or the Consideration Loan Notes should therefore take into account an individual Inspecs Shareholder's assessment of an appropriate liquidity discount;
· the Consideration Shares and Consideration Loan Notes will have very limited transfer rights and the Consideration Shares will be subject to 'drag-along' provisions in the articles of association of Topco. Accordingly, Rollover Shareholders may be required by other holders of Topco shares to sell their holdings pursuant to the exercise of the 'drag-along' provisions by other Rollover Shareholders (as summarised in section 3 of Appendix 4). Any transfer involving the application of 'drag-along' provisions may be at a value that is more or less than the Cash Offer;
· Eligible Inspecs Shareholders making elections for the Alternative Offer will have no certainty as to the precise amount of Consideration Shares and Consideration Loan Notes they will receive because:
· the maximum number of Consideration Shares and Consideration Loan Notes available to Inspecs Shareholders (other than Luke Johnson) under the Alternative Offer will be limited by the Alternative Offer Maximum Cap of 33,551,603 Inspecs Shares, being, as at the Latest Practicable Date, approximately 33 per cent. of the existing ordinary share capital of Inspecs;
· to the extent that elections for the Alternative Offer cannot be satisfied in full, then excess elections will be subject to "scale back" as nearly as possible on a pro-rata basis and rounded down to the nearest whole number of Inspecs Shares. Inspecs Shareholders will receive cash in lieu of any scaled back elections;
· the Topco Investors may subscribe for additional Topco Ordinary Shares and Midco Series 2 Loan Notes under the Subscription Agreement in order to settle certain fees, costs and expenses in relation to the Offer. Such subscriptions will dilute the Eligible Inspecs Shareholders validly electing for the Alternative Offer; and
· certain rights and protections attaching to the Consideration Shares and Consideration Loan Notes will depend on whether or not such Rollover Shareholder holds above certain threshold amounts of Consideration Shares and Consideration Loan Notes. As the number of Consideration Shares and Consideration Loan Notes to be issued will be scaled back on a pro-rata basis in circumstances where the number of elections (excluding elections made by Luke Johnson) exceeds the Alternative Offer Maximum Cap, there can be no certainty that Eligible Inspecs Shareholders will obtain the requisite number of Consideration Shares or Consideration Loan Notes to afford themselves any of those rights and protections;
· Consideration Shares and Consideration Loan Notes will be of uncertain value and there can be no assurances that any such securities will be capable of being sold in the future or that they will be capable of being sold at the value to be estimated by Cavendish in the Scheme Document;
· Topco will not pay any distributions, other than with Investor Consent. It is not anticipated that Topco will pay any distributions;
· Midco will be required to deduct UK income tax from interest payments it makes to holders of the Consideration Loan Notes (unless a relevant relief or exemption applies);
· in relation to any further issues of securities, if Rollover Shareholders wish to avoid their percentage interest in Topco being reduced by any such issue, they will need to invest further cash sums in Topco. In particular, Rollover Shareholders who do not elect to exercise their pre-emption rights by investing the necessary cash sums in respect of any further issues of securities by Topco may suffer significant dilution in their percentage ownership;
· whilst it is expected that the rollover mechanism described in Appendix 4 will be treated as a reorganisation (and so as not involving a disposal by relevant Inspecs Shareholders) for UK capital gains tax purposes, whether that is the case will depend on the precise details of the rollover and on the application of relevant anti-avoidance rules. The treatment of the rollover mechanism as a reorganisation for UK capital gains tax purposes cannot therefore be guaranteed. If the rollover mechanism were not treated as a reorganisation, Inspecs Shareholders who elect for the Alternative Offer and receive Consideration Shares and Consideration Loan Notes, and who are subject to tax in the UK, would be treated as disposing of their Inspecs Shares for UK capital gains tax purposes. Depending on the individual Inspecs Shareholder's circumstances and subject to any available reliefs and exemptions, this may give rise to UK tax for an Inspecs Shareholder;
· Rollover Shareholders will only have customary information rights if they are represented on the board of Topco, and therefore many Rollover Shareholders (in particular smaller minority holders) will have limited or no visibility over decisions made by Topco in relation to its investment in, or the strategy of, the Bidco Group or any of its current or prospective businesses;
· Eligible Inspecs Shareholders will only be able to elect for the Alternative Offer in relation to their entire holding of Inspecs Shares and not part only (subject to scale back as set out in paragraph 2 above);
· the right of Rollover Shareholders to participate in future issues of securities by the Bidco Group will also be subject to other important exceptions. For example:
· if Topco introduces one or more management incentive plans for actual or potential employees, directors, officers and consultants of the Bidco Group after the Effective Date that provide participants with an interest in securities in the Bidco Group, such issue(s) could potentially significantly dilute the Consideration Shares;
· the Bidco Group may not receive material cash on the issue of any such securities and the returns on such securities may potentially be structured to increase their proportional interest in the value of the Bidco Group if it increases in value (whether pursuant to a ratchet mechanism or otherwise); and
· the holders of Consideration Shares will not be entitled to participate in issues of securities by the Bidco Group in certain other cases, including in consideration for, or in connection with, its acquisition of other assets or companies or part of any other businesses or undertakings;
· the holders of Consideration Shares and Consideration Loan Notes will not enjoy any minority protections or other rights, except for those rights prescribed by applicable law or as described in Appendix 4 to this announcement;
· there can be no certainty or guarantee as to the performance of the Bidco Group or the Inspecs Group following the Effective Date and past performance cannot be relied upon as an indication of future performance or growth;
· following the Effective Date, Inspecs will remain subject to the risks associated with the industry in which it operates. Accordingly, Rollover Shareholders will continue to be exposed to such risk;
· the Consideration Shares will be subject to 'swamping' provisions in the articles of association of Topco. Accordingly, (i) Rollover Shareholders may cease to have voting rights in respect of Topco, and will be obliged to cooperate with any action proposed by the Topco Investors; and (ii) any directors appointed by a Rollover Shareholder may cease to have voting rights at meetings of the Topco board (or any committee of the Topco Board), in each case if the financial performance of the Inspecs Group declines to such an extent as to trigger one of the relevant thresholds; and
· the Inspecs Shares are currently admitted to trading on AIM and Inspecs Shareholders are afforded certain standards and protections under the AIM Rules, including in respect of disclosure, whereas the Consideration Shares will be unlisted securities in a private company. Rollover Shareholders who receive Consideration Shares will not be afforded protections commensurate with those that they currently benefit from as shareholders in Inspecs as a public or listed company including pursuant to the Takeover Code or the AIM Rules.
15 Scheme process
The Acquisition is subject to the Conditions and certain further terms referred to in Appendix 1 to this announcement and to the full terms and conditions to be set out in the Scheme Document, and will only become Effective if, among other things, the following events occur on or before 11:59 p.m. on the Long Stop Date:
· a resolution to approve the Scheme is passed by a majority in number of, representing not less than 75% of the value of, the Voting Scheme Shares voted by Voting Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting (Voting Scheme Shareholders do not include Luke Johnson);
· the Resolution necessary to implement the Scheme is passed by the requisite majority of Inspecs Shareholders at the General Meeting;
· the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by Bidco and Inspecs); and
· following such sanction, a copy of the Scheme Court Order is delivered to the Registrar of Companies.
The Conditions in paragraphs 1 and 2 of Appendix 1 to this announcement provide that the Scheme will lapse if:
· the Court Meeting and the General Meeting are not held by the 22nd day after the expected date of such meetings, which will be set out in the Scheme Document in due course (or such later date, if any, (a) as Bidco and Inspecs may agree or (b) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that (if so required) the Court may allow);
· the Sanction Hearing is not held by the 22nd day after the expected date of such hearing, which will be set out in the Scheme Document in due course (or such later date as Bidco may determine with the agreement of Inspecs or with the consent of the Panel and the approval of the Court, if such approval is required); or
· the Scheme does not become Effective by 11.59 p.m. on the Long Stop Date.
If any of the Conditions in paragraphs 1, 2.1(ii), 2.2(ii), 2.3(ii) of Part A of Appendix 1 to this announcement is not capable of being satisfied by the date specified therein, Bidco shall make an announcement through a Regulatory Information Service as soon as practicable and, in any event, by not later than 8.00 a.m. on the Business Day following the date so specified, stating whether Bidco has invoked that Condition, (where applicable) waived that Condition or, with the agreement of Inspecs, specified a new date by which that Condition must be satisfied.
Once the necessary approvals from Inspecs Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme has been approved by the Court, the Scheme will become Effective upon delivery of a copy of the Scheme Court Order to the Registrar of Companies. Subject to the satisfaction of the Conditions, the Scheme is expected to become Effective during the first quarter of 2026.
Upon the Scheme becoming Effective: (i) it will be binding on all Inspecs Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Inspecs Shares will cease to be valid and entitlements to Inspecs Shares held within CREST will be cancelled. In accordance with the applicable provisions of the Takeover Code, the Cash Consideration for the transfer of the Scheme Shares to Bidco will be despatched and the Consideration Shares and Consideration Loan Notes will be issued no later than 14 days after the Effective Date.
Any Inspecs Shares (other than any Excluded Shares) issued before the Scheme Record Time which remain in issue at the Scheme Record Time will be subject to the terms of the Scheme. The Resolution to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Inspecs Shares issued after the Scheme Record Time (including in satisfaction of any options exercised under the Inspecs Share Plans, and other than to Bidco and/or their nominees) to be automatically transferred to Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Bidco and their nominees) holding shares in the capital of Inspecs after the Effective Date.
Further details of the Scheme, including expected times and dates for each of the Court Meeting, the General Meeting and the Sanction Hearing, together with notices of the Court Meeting and the General Meeting, will be set out in the Scheme Document. It is expected that the Scheme Document, the Forms of Proxy and the Form of Election accompanying the Scheme Document will be published as soon as practicable and in any event within 28 days of this announcement (or such later date as Bidco and Inspecs may, with the consent of the Panel, agree and, if required, the Court may approve).
16 Delisting, and cancellation of trading and re‑registration of Inspecs
Prior to the Acquisition becoming Effective, Inspecs will make an application to the London Stock Exchange for the cancellation of the admission to trading of Inspecs Shares on AIM, to take effect shortly after the Effective Date.
The last day of dealings in the Inspecs Shares on AIM is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6.00 p.m. (London time) on that date.
On the Effective Date, all of the Inspecs Shares will become owned by Bidco and the share certificates in respect of those Inspecs Shares will cease to be valid and of value and should be destroyed. In addition, entitlements to Inspecs Shares held within CREST will be cancelled.
It is also intended that Inspecs will be re-registered as a private limited company as soon as practicable on or following the Effective Date.
17 Documents
Copies of the following documents will be available promptly on the website of Risk Capital Partners and Inspecs, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.riskcapitalpartners.co.uk and www.inspecs.com respectively and in any event by no later than noon on the Business Day following this announcement:
· this announcement;
· the Confidentiality Agreement;
· the Cooperation Agreement;
· the Facility Agreement;
· the Subscription Agreement;
· the Topco Articles;
· the Bidco Rollover Loan Note Instrument;
· the Midco Rollover Loan Note Instrument
· the Midco Series One Loan Note Instrument;
· the Midco Series Two Loan Note Instrument;
· the irrevocable undertakings referred to in paragraph 8 above and summarised in Appendix 3 to this announcement; and
· the consents from financial advisers to being named in this announcement referred to in paragraph 18 below.
Neither the content of any website referred to in this announcement, nor any website accessible from hyperlinks set out in this announcement, is incorporated into or forms part of this announcement.
18 General
Bidco reserves the right to elect (with the consent of the Panel and subject to the terms of the Cooperation Agreement) to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on the same terms, so far as is applicable, and subject to the Cooperation Agreement, as those which would apply to the Scheme, subject to appropriate amendments to reflect, among other things, the change in the method of effecting the Acquisition (including, without limitation: (i) the inclusion of an acceptance condition set at 90% of the Inspecs Shares to which such Takeover Offer relates) (or such other percentage as Bidco may, subject to the rules of the Takeover Code and the terms of the Cooperation Agreement and with the consent of the Panel, decide, being in any case more than 50% of the Inspecs Shares); and (ii) those required by, or deemed appropriate by, Bidco under applicable law, including US securities law).
If the Acquisition is effected by way of a Takeover Offer, and such a Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Bidco intends to: (i) make a request to the London Stock Exchange to cancel the admission to trading of Inspecs Shares on AIM; and (ii) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining Inspecs Shares in respect of which the Takeover Offer has not been accepted.
The Scheme will be governed by English law and will be subject to the jurisdiction of the courts of England and Wales. The Scheme will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the AIM Rules.
Investors should be aware that Bidco may purchase Inspecs Shares otherwise than under the Scheme or any Takeover Offer, including pursuant to privately negotiated purchases.
The Acquisition will be on the terms and subject to the conditions set out herein and in Appendix 1, and to be set out in the Scheme Document. The bases and sources for certain financial information contained in this announcement are set out in Appendix 2. Details of irrevocable undertakings received by Bidco are set out in Appendix 3. Details of the Bidco Group, the Consideration Shares and the Consideration Loan Notes are set out in Appendix 4. Certain definitions and terms used in this announcement are set out in Appendix 5. The formal Scheme Document will be sent to Inspecs Shareholders within 28 days of this announcement (or on such later date as may be agreed between Bidco and Inspecs, with the consent of the Panel).
Cavendish and Peel Hunt have each given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their respective names, in each case, in the form and context in which they appear.
This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.
Enquiries
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Bidco c/o Cavendish |
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Cavendish (Financial Adviser to Bidco Group and the Consortium) Henrik Persson Matt Goode Fergus Sullivan Finn Gordon |
0207 220 0500 |
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Inspecs c/o FTI Consulting |
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Peel Hunt (Financial Adviser, Rule 3 Adviser, Nominated Adviser and Broker to Inspecs) George Sellar Michael Nicholson Andrew Clark |
+44 (0)20 7418 8900 |
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FTI Consulting (Financial PR to Inspecs) Alex Beagley Harriet Jackson Amy Goldup Harleena Chana |
+44 (0) 20 3727 1000 |
Fladgate LLP is acting as legal adviser to Bidco Group and the Consortium in connection with the Acquisition.
Macfarlanes LLP is acting as legal adviser to Inspecs in connection with the Acquisition.
Disclaimers
Cavendish Capital Markets Limited (Cavendish), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as financial adviser exclusively for the Bidco Group and no one else in connection with the matters set out in this announcement and will not regard any other person as their client in relation to such matters and will not be responsible to anyone other than Bidco Group for providing the protections afforded to clients of Cavendish nor for providing advice in relation to the contents of, or any matter referred to in, this announcement or any transaction or arrangement referred to herein. Neither Cavendish nor any of its subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cavendish in connection with this announcement, any statement contained herein, any transaction or arrangement referred to herein, or otherwise.
Peel Hunt LLP (Peel Hunt), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as financial adviser, nominated adviser and broker exclusively for Inspecs and no one else in connection with the matters set out in this announcement and will not regard any other person as their client in relation to such matters and will not be responsible to anyone other than Inspecs for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to the contents of, or any matter referred to in, this announcement or any transaction or arrangement referred to herein. Neither Peel Hunt nor any of its subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with this announcement, any statement contained herein, any transaction or arrangement referred to herein, or otherwise.
Further information
This announcement is for information purposes only and is not intended to, and does not, constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or transfer of securities of Inspecs or such solicitation in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme (or the Takeover Offer, if applicable) or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer document).
This announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws or jurisdictions outside the United Kingdom.
This announcement is an advertisement and does not constitute a prospectus, prospectus equivalent document or exempted document.
Inspecs will prepare the Scheme Document (or, if applicable, Bidco will prepare the Offer Document) to be distributed to Inspecs Shareholders at no cost to them. Inspecs and Bidco urge Inspecs Shareholders to read the Scheme Document (or, if applicable, the Offer Document) when it becomes available because it will contain important information relating to the Acquisition. Any decision to vote in respect of the resolution to be proposed at the Court Meeting and the General Meeting should be based on the information contained in the Scheme Document.
The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.
This announcement contains inside information in relation to Inspecs for the purposes of Article 7 of the Market Abuse Regulation.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
Overseas Shareholders
The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared in accordance with and for the purpose of complying with English law, the Takeover Code, the AIM Rules, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England and Wales.
The availability of the Acquisition to Inspecs Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Inspecs Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into, from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality, or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and may not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) may not mail or otherwise forward, distribute or send the same in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in, into, from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
The availability of the Alternative Offer pursuant to the Acquisition to Inspecs Shareholders who are not resident in the United Kingdom or the ability of those persons to hold such shares may be affected by the laws or regulatory requirements of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements. Inspecs Shareholders who are in any doubt about such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.
Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
Notice to US investors
The Acquisition relates to the securities of a company organised under the laws of England and Wales and is proposed to be effected by means of a scheme of arrangement under the Companies Act. This announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with English law, the AIM Rules, the Takeover Code and UK disclosure requirements, and the format and style applicable to a scheme of arrangement under the Companies Act, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules of Section 14(e) or the proxy solicitation rules of Section 14(a) under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements of and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements and practices of the United States tender offer and proxy solicitation rules.
Inspecs' financial statements, and all financial information that is included in this announcement or that may be included in the Scheme Document, or any other documents relating to the Acquisition, have been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles. US generally accepted principles differ in certain respects from the UK adopted International Accounting Standards. None of the financial information in this announcement has been audited in accordance with the auditing standards generally accepted in the US or the auditing standards of the Public Company Accounting Oversight Board of the US.
The Consideration Shares and Consideration Loan Notes have not been, and will not be, registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Consideration Shares and Consideration Loan Notes are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereof. Section 3(a)(10) exempts securities issued in specified exchange transactions from the registration requirement under the US Securities Act where, among other things, the fairness of the terms and conditions of the issuance and exchange of such securities have been approved by a court or governmental authority expressly authorised by law to grant such approval, after a hearing upon the fairness of the terms and conditions of the exchange at which all persons to whom the Consideration Shares and Consideration Loan Notes are proposed to be issued have the right to appear and receive adequate and timely notice thereof. If the exemption afforded by section 3(a)(10) is not available to Bidco, then Bidco expects to avail itself of another available exemption to the registration requirements under the US Securities Act. If Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, the Consideration Shares and Consideration Loan Notes will not be offered in the United States except pursuant to an exemption from or in a transaction not subject to registration under the US Securities Act.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Alternative Offer or determined if the Scheme Document is accurate or complete. Any representation to the contrary is a criminal offence.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act (to the extent applicable), Bidco, its nominees or its brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Inspecs Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made, they would be made outside of the US and would be in accordance with applicable law, including the US Exchange Act and the Takeover Code. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
It may be difficult for US holders of Inspecs Shares to enforce their rights and any claims they may have arising under US federal securities laws in connection with the Acquisition, since Inspecs is organised under the laws of a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States, and most of the assets of Inspecs are located outside of the United States. US holders of Inspecs Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US federal securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgment.
If Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer may be made in compliance with applicable US securities laws and regulations including, to the extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and will be made in accordance with the Takeover Code. Such a Takeover Offer may be made in the United States by Bidco and no one else. Accordingly, the Acquisition may be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.
The receipt of cash pursuant to the Acquisition by an Inspecs Shareholder in the United States as consideration for the transfer of its Inspecs Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under any applicable United States state and local income tax laws. Each Inspecs Shareholder in the United States is urged to consult its independent professional tax or legal adviser immediately regarding the US federal, state and local income and non-income tax consequences of the Acquisition applicable to it, as well as any consequences arising under the laws of any other taxing jurisdiction.
Forward-looking Statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Bidco and Inspecs contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and Inspecs about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.
The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Bidco and Inspecs (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "prepares", "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's, any member of the Bidco Group's, Inspecs' or any member of the Inspecs Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Bidco's, Inspecs' or any member of the Bidco Group's or Inspecs Group's business.
Although Bidco and Inspecs believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and Inspecs can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements, and no undue reliance should be placed on any such forward-looking statements.
These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; changes in the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Bidco, the Bidco Group, Inspecs and the Inspecs Group operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco and Inspecs operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco nor Inspecs, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements. The forward-looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to Bidco or any member of the Wider Bidco Group or the Wider Inspecs Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. Other than in accordance with their legal or regulatory obligations, neither Bidco nor Inspecs is under any obligation, and Bidco and Inspecs expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Other than in accordance with their legal or regulatory obligations, neither Bidco nor Inspecs is under any obligation, and Bidco and Inspecs expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 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% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement and the documents required to be published by Rule 26 of the Takeover Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on the website of Risk Capital Partners at www.riskcapitalpartners.co.uk and on Inspecs' website at www.inspecs.com by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, neither the content of these websites nor of any website accessible from hyperlinks set out in this announcement is incorporated by reference or forms part of this announcement.
No profit forecasts, estimates or quantified financial benefits statements
No statement in this announcement is intended as, or is to be construed as, a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Inspecs for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Inspecs.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Inspecs Shareholders, persons with information rights and participants in the Inspecs Share Plans may request a hard copy of this announcement, free of charge, by contacting Inspecs' registrars, Equiniti Limited, during business hours on +44 (0) 371 384 2030 or by submitting a request in writing to Aspect House, Spencer Road, Lancing Business Park, Lancing, West Sussex, BN99 6DA, with an address to which the hard copy may be sent. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Takeover Code, such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain other information provided by Inspecs Shareholders, persons with information rights and other relevant persons for the receipt of communications from Inspecs may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
General
Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme (subject to the Panel's consent and the terms of the Cooperation Agreement). In such event, save as provided in the Takeover Code, the Acquisition will be implemented on substantially the same terms, so far as applicable, and subject to the terms of the Cooperation Agreement, as those which will apply to the Scheme, subject to appropriate amendments to reflect, among other things, the change in method of effecting the Acquisition (including, without limitation: (i) the inclusion of an acceptance condition set at 90 per cent. of the Inspecs Shares to which such Takeover Offer relates (or such other percentage as Bidco may, subject to the rules of the Takeover Code and the terms of the Cooperation Agreement and with the consent of the Panel, decide); and (ii) those required by, or deemed appropriate by, Bidco under applicable law).
In the event that the Acquisition is to be implemented by way of a Takeover Offer, Inspecs Shares will be acquired pursuant to the Takeover Offer fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto including the right to receive and retain all dividends and distributions declared, made or paid, or any other return of capital (whether by way of reduction of share capital, repurchase, redemption or otherwise) made, by reference to a record date after the Effective Date.
If the Acquisition is effected by way of a Takeover Offer and such Takeover Offer becomes or is declared unconditional and sufficient acceptances are received, Bidco intends to: (i) request that the London Stock Exchange cancels admission of the Inspecs Shares to trading on AIM; and (ii) exercise its rights (to the extent such rights are available) to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Inspecs Shares in respect of which the Takeover Offer has not been accepted.
Investors should be aware that Bidco may purchase Inspecs Shares otherwise than under any Takeover Offer or the Scheme, including pursuant to privately negotiated purchases.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Inspecs confirms that, as at 9 December 2025, it had 101,671,525 ordinary shares of £0.01 each in issue with the International Securities Identification Number GB00BK6JPP03. Inspecs holds no shares in treasury.
Appendix 1
Conditions and Further Terms of the Acquisition
Part A
Conditions to the Scheme and Acquisition
The Acquisition will be subject to the terms and conditions set out in this Appendix and in the Scheme Document.
1. Long Stop Date
The Acquisition is conditional upon the Scheme becoming unconditional and becoming Effective, subject to the Takeover Code, by no later than 11.59 p.m. (London time) on the Long Stop Date.
2. Scheme Approval
The Scheme will be subject to the following conditions:
2.1 (i) its approval by a majority in number representing not less than 75 per cent. in value of the Voting Scheme Shares held by the Voting Scheme Shareholders who are on the register of members of Inspecs at the Voting Record Time (or the relevant class or classes thereof, if applicable), in each case present and voting (and entitled to vote, whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court (as applicable) or at any adjournment of any such meeting; and
(ii) the Court Meeting and any such separate class meeting required by the Court (or any adjournment of any such meeting) being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date, if any, (a) as Bidco and Inspecs may agree or (b) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that (if so required) the Court may allow);
2.2 (i) Resolutions being duly passed by the requisite majority or majorities at the General Meeting or at any adjournment of that meeting; and
(ii) such General Meeting or any adjournment of such meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date, if any, (a) as Bidco and Inspecs may agree or (b) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that (if so required) the Court may allow); and
2.3 (i) the sanction of the Scheme by the Court with or without modification (but subject to any such modification being acceptable to Bidco and Inspecs) and the delivery of a copy of the Scheme Court Order to the Registrar of Companies; and
(ii) the Sanction Hearing being held on or before the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document in due course (or such later date, if any, (a) as Bidco and Inspecs may agree or (b) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that (if so required) the Court may allow).
In addition, Bidco and Inspecs have agreed that, subject as stated in Part B of this Appendix below and to the requirements of the Panel and the Takeover Code, the Acquisition will be conditional on the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless such Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:
3. Third Party clearances
3.1 The waiver (or non-exercise within any applicable time limits) by any Relevant Authority or any other body or person whatsoever in any jurisdiction (each a Third Party) of any termination right, right of pre-emption, first refusal or similar right (which is material in the context of the Wider Inspecs Group taken as a whole or in the context of the Acquisition) arising as a result of or in connection with the Acquisition including, without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control or management of, Inspecs by Bidco or any member of the Wider Bidco Group.
3.2 All necessary filings or applications having been made in connection with the Acquisition and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Acquisition or the acquisition by any member of the Wider Bidco Group of any shares or other securities in, or control of, Inspecs and all Authorisations deemed necessary or appropriate by Bidco or any member of the Wider Bidco Group for or in respect of the Acquisition including, without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control of, Inspecs or any member of the Wider Inspecs Group by any member of the Wider Bidco Group having been obtained in terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or persons with whom any member of the Wider Inspecs Group has entered into contractual arrangements and all such Authorisations deemed necessary or appropriate to carry on the business of any member of the Wider Inspecs Group which are material in the context of the Wider Bidco Group or the Wider Inspecs Group, in either case taken as a whole, or for or in respect of the Acquisition, including without limitation its implementation or financing, remaining in full force and effect and all filings necessary for such purpose having been made, and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Acquisition becomes Effective and all necessary statutory or regulatory obligations in any jurisdiction having been complied with.
3.3 The requisite notification under the National Security and Investment Act 2021 (NSI Act) having been made in respect of the Acquisition and the Secretary of State in the Cabinet Office (Secretary of State) confirming that no further action will be taken under the NSI Act in relation to the Acquisition, or making a final order under the NSI Act in respect of the Acquisition, the provisions of which allow the Acquisition to proceed on terms reasonably satisfactory to Bidco.
3.4 If the Secretary of State issues a call-in notice within the meaning of the NSI Act in relation to the Acquisition prior to the date on which all other conditions are satisfied or waived, the Secretary of State:
3.4.1 confirming that no further action will be taken under the NSI Act in relation to the Acquisition; or
3.4.2 making a final order under the NSI Act in respect of the Acquisition, the provisions of which allow the Acquisition to proceed on terms reasonably satisfactory to Bidco, and such order not being revoked or varied in any material respect before the Scheme becomes Effective (or, if the Acquisition is implemented by way of a Takeover Offer, at the time the Takeover Offer becomes unconditional as to acceptances).
3.5 No Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having withdrawn the same), or having enacted, made or proposed any statute, regulation, decision or order, or change to published practice or having taken any other step, and there not continuing to be outstanding any statute, regulation, decision or order, which in each case would or might reasonably be expected to:
3.5.1 require, prevent or delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Bidco Group or any member of the Wider Inspecs Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof which, in any such case, is material in the context of the Wider Bidco Group or the Wider Inspecs Group in either case taken as a whole or in the context of the Acquisition;
3.5.2 require, prevent or delay the divestiture by any member of the Wider Bidco Group of any shares or other securities in Inspecs;
3.5.3 impose any material limitation on, or result in a delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Inspecs Group or the Wider Bidco Group or to exercise voting or management control over any such member;
3.5.4 otherwise adversely affect the business, assets, profits or prospects of any member of the Wider Bidco Group or of any member of the Wider Inspecs Group to an extent which is material in the context of the Wider Bidco Group or the Wider Inspecs Group in either case taken as a whole or in the context of the Acquisition;
3.5.5 make the Acquisition or its implementation or the acquisition or proposed acquisition by Bidco or any member of the Wider Bidco Group of any shares or other securities in, or control of, Inspecs void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto;
3.5.6 require any member of the Wider Bidco Group or the Wider Inspecs Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Inspecs Group or the Wider Bidco Group owned by any Third Party;
3.5.7 impose any limitation on the ability of any member of the Wider Inspecs Group to co-ordinate its business, or any part of it, with the businesses of any other members of the Wider Inspecs Group which is adverse to and material in the context of the Wider Inspecs Group taken as a whole or in the context of the Acquisition; or
3.5.8 result in any member of the Wider Inspecs Group ceasing to be able to carry on business under any name under which it presently does so,
and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Inspecs Shares having expired, lapsed or been terminated.
4. Certain matters arising as a result of any arrangement, agreement, etc.
Except as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Inspecs Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, or any circumstance which, in consequence of the Acquisition or the proposed acquisition of any shares or other securities (or equivalent) in Inspecs or because of a change in the control or management of Inspecs or otherwise, could or might result in any of the following (to an extent which is material and adverse in the context of the Wider Inspecs Group, or the Wider Bidco Group, in either case taken as a whole, or in the context of the Acquisition):
4.1 any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;
4.2 any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or affected or any obligation or liability arising or any action being taken or arising thereunder;
4.3 any assets or interests of any such member being or failing to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member otherwise than in the ordinary course of business;
4.4 the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interest of any such member;
4.5 the rights, liabilities, obligations or interests of any such member, or the business of any such member with, any person, firm, company or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;
4.6 the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;
4.7 any such member ceasing to be able to carry on business under any name under which it presently does so; or
4.8 the creation or acceleration of any liability, actual or contingent, by any such member (including any material tax liability or any obligation to obtain or acquire any material authorisation, order, grant, recognition, determination, confirmation, consent, licence, clearance, permission, exemption, approval, notice, waiver, concession, agreement or exemption from any Third Party or any person) other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Acquisition,
and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Inspecs Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in paragraphs 4.1 to 4.8.
5. Certain events occurring since Last Accounts Date
Except as Disclosed, no member of the Wider Inspecs Group having, since the Last Accounts Date:
5.1 save as between Inspecs and wholly-owned subsidiaries of Inspecs or for Inspecs Shares issued under or pursuant to the exercise of options and vesting of awards granted under the Inspecs Share Plans, issued or agreed to issue, authorised or proposed the issue of additional shares of any class;
5.2 save as between Inspecs and wholly-owned subsidiaries of Inspecs or for the grant of options and awards and other rights under the Inspecs Share Plans, issued, or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;
5.3 other than to another member of the Inspecs Group, before completion of the Acquisition, recommended, declared, paid or made any dividend or other distribution whether payable in cash or otherwise, or made any bonus issue;
5.4 save for intra-Inspecs Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business and, in each case, to the extent which is material in the context of the Wider Inspecs Group taken as a whole or in the context of the Acquisition;
5.5 save for intra-Inspecs Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital in each case, to the extent which is material in the context of the Wider Inspecs Group taken as a whole or in the context of the Acquisition;
5.6 issued, authorised or proposed the issue of, or made any change in or to, any debentures or (save for intra-Inspecs Group transactions or save in the ordinary course of business) incurred or increased any indebtedness or become subject to any contingent liability;
5.7 purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in paragraph 5.1 or 5.2 above, made any other change to any part of its share capital, in each case, to the extent which is material in the context of the Wider Inspecs Group taken as a whole or in the context of the Acquisition;
5.8 except for intra-Inspecs Group transactions, implemented, or authorised, proposed or announced its intention to implement, any reconstruction, merger, demerger, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business;
5.9 entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which involves or could involve an obligation of such a nature or magnitude other than in the ordinary course of business, in each case, to the extent which is material in the context of the Wider Inspecs Group taken as a whole or in the context of the Acquisition;
5.10 (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or steps or had any legal proceedings started or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, manager, trustee or similar officer of all or any part of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed in each case to the extent which is material in the context of the Wider Inspecs Group taken as a whole or in the context of the Acquisition;
5.11 entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider Inspecs Group or the Wider Bidco Group other than of a nature and extent which is normal in the context of the business concerned;
5.12 waived or compromised any claim other than in the ordinary course of business which is material in the context of the Wider Inspecs Group taken as a whole or in the context of the Acquisition;
5.13 made any material alteration to its memorandum or articles of association or other incorporation documents;
5.14 been unable, or admitted that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;
5.15 entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or proposed to, effect any of the transactions, matters or events referred to in this Condition 5;
5.16 made or agreed or consented to any change to:
5.16.1 the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider Inspecs Group for its directors, employees or their dependents;
5.16.2 the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;
5.16.3 the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or
5.16.4 the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made,
in each case, to the extent which is material in the context of the Wider Inspecs Group taken as a whole or in the context of the Acquisition;
5.17 proposed, agreed to provide or modified the terms of any of the Inspecs Share Plans or other benefit constituting a material change relating to the employment or termination of employment of a material category of persons employed by the Wider Inspecs Group or which constitutes a material change to the terms or conditions of employment of any senior employee of the Wider Inspecs Group, save as agreed by the Panel (if required) and by Bidco, or entered into or changed the terms of any contract with any director or senior executive;
5.18 taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Inspecs Shareholders in a general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;
5.19 entered into or varied in a material way the terms of any contract, agreement or arrangement with any of the directors or senior executives of any member of the Wider Inspecs Group; or
5.20 waived or compromised any claim which is material in the context of the Wider Inspecs Group taken as a whole or in the context of the Acquisition, otherwise than in the ordinary course.
6. No adverse change, litigation, regulatory enquiry or similar
Except as Disclosed, since the Last Accounts Date:
6.1 no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider Inspecs Group which, in any such case, is material in the context of the Wider Inspecs Group taken as a whole or in the context of the Acquisition and no circumstances have arisen which would or might reasonably be expected to result in such adverse change or deterioration;
6.2 no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Inspecs Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no enquiry, review or investigation by, or complaint or reference to, any Third Party or other investigative body against or in respect of any member of the Wider Inspecs Group having been instituted, announced, implemented or threatened by or against or remaining outstanding in respect of any member of the Wider Inspecs Group which in any such case has had or might reasonably be expected to have a material adverse effect on the Wider Inspecs Group taken as a whole or in the context of the Acquisition;
6.3 no contingent or other liability of any member of the Wider Inspecs Group having arisen or become apparent to Bidco or increased which has had or might reasonably be expected to have a material adverse effect on the Wider Inspecs Group, taken as a whole or in the context of the Acquisition;
6.4 no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened, announced, implemented, instituted by or remaining outstanding against or in respect of any member of the Wider Inspecs Group which in any case is material in the context of the Wider Inspecs Group taken as a whole;
6.5 no member of the Wider Inspecs Group having conducted its business in breach of applicable laws and regulations and which is material in the context of the Wider Inspecs Group as a whole or material in the context of the Acquisition; and
6.6 no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence or permit held by any member of the Wider Inspecs Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which has had, or would reasonably be expected to have, an adverse effect which is material in the context of the Wider Inspecs Group taken as a whole or in the context of the Acquisition.
7. No discovery of certain matters
7.1 Except as Disclosed, Bidco not having discovered:
7.1.1 that any financial, business or other information concerning the Wider Inspecs Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider Inspecs Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which was not subsequently corrected before the date of this announcement by disclosure either publicly or otherwise to Bidco or its professional advisers, in each case, to the extent which is material in the context of the Wider Inspecs Group taken as a whole or in the context of the Acquisition;
7.1.2 that any member of the Wider Inspecs Group or partnership, company or other entity in which any member of the Wider Inspecs Group has a significant economic interest and which is not a subsidiary undertaking of Inspecs, is subject to any liability (contingent or otherwise) which is not disclosed in the annual report and accounts of Inspecs for the financial year ended 31 December 2024, in each case, to the extent which is material in the context of the Wider Inspecs Group taken as a whole or in the context of the Acquisition; or
7.1.3 any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Inspecs Group and which is material in the context of the Wider Bidco Group taken as a whole or in the context of the Acquisition.
7.1.4 any past or present member of the Wider Inspecs Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to the use, treatment, handling, storage, carriage, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters or the health and safety of humans, or that there has otherwise been any such use, treatment, handling, storage, carriage, disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which storage, carriage, disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) or cost on the part of any member of the Wider Inspecs Group and which is material in the context of the Wider Inspecs Group taken as a whole or in the context of the Acquisition;
7.1.5 there is, or is likely to be, for any reason whatsoever, any liability (actual or contingent) of any past or present member of the Wider Inspecs Group to make good, remediate, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider Inspecs Group (or on its behalf) or by any person for which a member of the Wider Inspecs Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, regulation, notice, circular or order of any Third Party and which is material in the context of the Wider Inspecs Group taken as a whole or in the context of the Acquisition;
7.1.6 circumstances exist (whether as a result of the making of the Acquisition or otherwise) which would be reasonably likely to lead to any Third Party instituting, or whereby any member of the Wider Bidco Group or any present or past member of the Wider Inspecs Group would be likely to be required to institute, an environmental audit or take any other steps which would in any such case be reasonably likely to result in any liability (whether actual or contingent) to improve, modify existing or install new plant, machinery or equipment or carry out changes in the processes currently carried out or make good, remediate, repair, reinstate or clean up any land or other asset currently or previously owned, occupied or made use of by any past or present member of the Wider Inspecs Group (or on its behalf) or by any person for which a member of the Wider Inspecs Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest which is material in the context of the Wider Inspecs Group taken as a whole or in the context of the Acquisition; or
7.2 circumstances exist whereby a person or class of persons would be likely to have any claim or claims in respect of any product or process of manufacture or materials used therein currently or previously manufactured, sold or carried out by any past or present member of the Wider Inspecs Group which claim or claims would be likely, materially and adversely, to affect any member of the Wider Inspecs Group and which is material in the context of the Wider Inspecs Group taken as a whole or in the context of the Acquisition.
8. Anti-corruption, economic sanctions, criminal property and money laundering
Save as Disclosed, Bidco not having discovered that:
8.1 any past or present member, director, officer or employee of the Wider Inspecs Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule or regulation concerning improper payments or kickbacks; or
8.2 any person that performs or has performed services for or on behalf of the Wider Inspecs Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation or anti-bribery law, rule or regulation or any other applicable law, rule or regulation concerning improper payments or kickbacks;
8.3 any asset of any member of the Wider Inspecs Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule or regulation concerning money laundering or proceeds of crime or any member of the Wider Inspecs Group is found to have engaged in activities constituting money laundering under any applicable law, rule or regulation concerning money laundering;
8.4 any past or present member, director, officer or employee of the Wider Inspecs Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any conduct which would violate applicable economic sanctions or dealt with, made any investments in, made any funds or assets available to or received any funds or assets from:
8.4.1 any government, entity or individual in respect of which US, UK or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US, UK or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HMRC; or
8.4.2 any government, entity or individual targeted by any of the economic sanctions of the United Nations, the US, the UK, the European Union or any of its member states, save that this shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable Blocking Law;
8.5 any past or present member, director, officer or employee of the Wider Inspecs Group, or any other person for whom any such person may be liable or responsible:
8.5.1 has engaged in conduct which would violate any relevant anti-terrorism laws, rules, or regulations, including but not limited to the US Anti-Terrorism Act;
8.5.2 has engaged in conduct which would violate any relevant anti-boycott law, rule or regulation or any applicable export controls, including but not limited to the Export Administration Regulations administered and enforced by the US Department of Commerce or the International Traffic in Arms Regulations administered and enforced by the US Department of State;
8.5.3 has engaged in conduct which would violate any relevant laws, rules, or regulations concerning human rights, including but not limited to any law, rule or regulation concerning false imprisonment, torture or other cruel and unusual punishment, or child labour; or
8.5.4 is debarred or otherwise rendered ineligible to bid for or to perform contracts for or with any Relevant Authority or found to have violated any applicable law, rule or regulation concerning government contracting or public procurement; or
8.6 any member of the Wider Inspecs Group is or has been engaged in any transaction which would cause Bidco to be in breach of any law or regulation upon its acquisition of Inspecs, including but not limited to the economic sanctions of the United States Office of Foreign Assets Control or HMRC in the UK or any other Relevant Authority.
For the purposes of these Conditions, the "Wider Inspecs Group" means Inspecs and its subsidiary undertakings, associated undertakings and any other undertakings in which Inspecs and/or such undertakings (aggregating their interests) have a significant interest and the "Wider Bidco Group" means Topco and its subsidiary undertakings, associated undertakings and any other undertaking in which Bidco and/or such undertakings (aggregating their interests) have a significant interest and for these purposes subsidiary undertaking and undertaking have the meanings given by the Companies Act, associated undertaking has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, other than paragraph 19(1)(b) of Schedule 6 to those regulations which shall be excluded for this purpose, and significant interest means a direct or indirect interest in 20 per cent or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act).
Part B
Further terms of the Acquisition
1. Bidco reserves the right to waive in whole or in part, all or any of the Conditions set out in Part A of Appendix 1, except Conditions 1, 2.1(i), 2.2(i) and 2.3(i) which cannot be waived. The Scheme will be subject to the satisfaction (or waiver, if permitted) of the Conditions set out in this Appendix 1, and to the full terms and conditions which will be set out in the Scheme Document.
2. The Scheme shall lapse unless all of the Conditions have been fulfilled or, where permitted, waived or, where appropriate, have been determined by Bidco to be or remain satisfied, by midnight (London time) on the Long-Stop Date (subject to the rules of the Takeover Code and, where applicable, the consent of the Panel).
3. Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as satisfied any of the Conditions in Part A of Appendix 1 above by a date earlier than the latest date specified for the fulfilment of the relevant Condition, notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.
4. Under Rule 13.5(a) of the Takeover Code, Bidco may not invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition.
5. Bidco may only invoke a condition that is subject to Rule 13.5(a) of the Takeover Code with the consent of the Panel and any condition that is subject to Rule 13.5(a) of the Takeover Code may be waived by Bidco. Conditions 1 and 2 in Part A of Appendix 1 above, and, if applicable, any Takeover Offer acceptance condition adopted on the basis specified in this Part B, are not subject to Rule 13.5(a) of the Takeover Code.
6. If Bidco is required by the Panel to make an offer or offers for Inspecs Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.
7. Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme (subject to the Panel's consent and the terms of the Cooperation Agreement). In such event, such Takeover Offer will be implemented on the same terms so far as is applicable, and subject to the terms of the Cooperation Agreement, as those which would apply to the Scheme (subject to appropriate amendments and the inclusion of an acceptance condition set at 90 per cent. of the Inspecs Shares (or such other percentage as Bidco and Inspecs may agree and, where applicable with the consent of the Panel, being in any case more than 50 per cent. of the voting rights normally exercisable at a general meeting of Inspecs)).
8. The Acquisition will be subject, among other things, to the Conditions and certain further terms which are set out in this Appendix 1 and to the full terms which will be set out in the Scheme Document and such further terms as may be required to comply with the provisions of the AIM Rules, the provisions of the Takeover Code and the applicable requirements of the Panel and the London Stock Exchange.
9. In the event that the Acquisition is to be implemented by way of a Takeover Offer, Inspecs Shares will be acquired pursuant to the Takeover Offer fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto including the right to receive and retain all dividends and distributions declared, made or paid, or any other return of capital (whether by way of reduction of share capital, repurchase, redemption or otherwise) made, by reference to a record date after the Effective Date. If, on or after the date of this announcement and prior to the Acquisition becoming Effective, any dividend, distribution and/or other return of capital or value is announced, declared, made or paid in respect of the Inspecs Shares, Bidco reserves the right to reduce the consideration payable pursuant to the Cash Offer (and, as the case may be, the consideration due under the Alternative Offer) by an amount up to the aggregate amount of such dividend, distribution and/or other return of capital or value, in which case any reference in this announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. In such circumstances, Inspecs Shareholders would be entitled to receive and retain any such dividend, distribution and/or return of capital or value. Any exercise by Bidco of its rights referred to in this paragraph 9 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.
10. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws or regulatory requirements of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.
11. This announcement and any rights or liabilities arising hereunder, the Acquisition, the Scheme, the Forms of Proxy and the Form of Election will be governed by the laws of England and Wales and be subject to the jurisdiction of the Court, to the Conditions set out above and the full terms to be set out in the Scheme Document and such further terms as may be required to comply with the AIM Rules and the provisions of the Takeover Code. The Acquisition and Scheme will comply with the applicable requirements of the Companies Act, the Takeover Code, the Panel, the Court, the London Stock Exchange, the AIM Rules and the Registrar of Companies. This Announcement does not constitute, or form part of, an offer or invitation to purchase Inspecs Shares, Consideration Shares, Consideration Loan Notes or any other securities.
12. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.
Appendix 2
Sources and Bases of Information
In this announcement, unless otherwise stated or the context otherwise requires, the following sources and bases have been used.
1. The fully diluted issued ordinary share capital of 101,671,525 Inspecs Shares is based on:
a) 101,671,525 Inspecs Shares in issue as at the close of business on the Latest Practicable Date; and
b) no Inspecs Shares being issued after the date of this announcement to satisfy the exercise of options or vesting award pursuant to the Inspecs Share Plans.
2. The Cash Consideration of 84 pence per Inspecs Share is calculated on the basis of the entire issued and to be issued ordinary share capital of Inspecs (as set out in paragraph 1 above).
3. Unless otherwise stated, all prices for Inspecs Shares, and all premia thereon, have been derived from the AIM Appendix to the Daily Official List with reference to the Closing Prices on the relevant date(s).
4. The average prices have been derived from FactSet data and have been rounded to two decimal places.
5. All information relating to the Bidco Group has been provided by persons duly authorised by the Bidco Board.
6. Unless otherwise stated, the financial information relating to Inspecs is extracted (without material adjustment) from the annual report and financial statements for the Inspecs Group for the year ended 31 December 2024 and the interim results for the Inspecs Group published on 18 September 2025.
7. Certain figures included in this announcement have been subject to rounding adjustments.
Appendix 3
Details of Irrevocable Undertakings
1. Inspecs Directors
The following Inspecs Directors have given irrevocable undertakings to vote (or procure the voting, as applicable) in favour of the resolutions relating to the Acquisition at the Meetings or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept (or procure the acceptance of) such Takeover Offer in respect of their own beneficial holdings of Inspecs Shares. These Inspecs Directors have also irrevocably undertaken to vote against any competing proposal.
|
Name |
Total Number of |
Percentage of existing issued ordinary share capital of Inspecs* |
Percentage of Voting Scheme Shares* |
Number of Inspecs Shares electing to receive the Alternative Offer |
|
Angela Farrugia |
31,904 |
0.03 |
0.03 |
0 |
|
Christopher Hancock |
23,448 |
0.02 |
0.02 |
0 |
|
Richard Peck |
9,523 |
0.01 |
0.01 |
9,523 |
|
Robin Totterman |
19,024,262 |
18.71 |
19.88 |
18,174,209 ** |
|
Total |
19,089,137 |
18.78 |
19.94 |
18,183,732 |
*as at the Latest Practicable Date.
** Robin Totterman is unable to accept the Alternative Offer for 850,053 of his Inspecs Shares as the registered holder of these Inspecs Shares is his pension fund.
The obligations of the Inspecs Directors under the irrevocable undertakings given by them shall lapse and cease to have effect on and from the earlier of the following occurrences:
· the Scheme or any resolution to be proposed at the General Meeting in connection with the Acquisition is not approved by the requisite majority of the Inspecs Shareholders at the Court Meeting or at the General Meeting respectively;
· if the Scheme becomes effective in accordance with its terms or a Takeover Offer (if applicable) is declared unconditional in accordance with the requirements of the Takeover Code;
· if the Scheme (or Takeover Offer, as applicable) is withdrawn with the consent of Bidco or lapses in accordance with its terms, except (i) where the Scheme is withdrawn or lapses as a result of Bidco exercising its right to implement the Acquisition by way of a Takeover Offer rather than a Scheme or vice versa, (ii) if the Scheme or the Takeover Offer (as applicable) has not, in accordance with the requirements of the Takeover Code, become Effective on or before the Long Stop Date as a result of Bidco exercising its right, in accordance with the Takeover Code, to implement the Acquisition by way of a Takeover Offer in accordance with the Takeover Code rather than by way of a Scheme or vice versa, or (iii) if the lapse or withdrawal is followed within five Business Days by an announcement under Rule 2.7 of the Takeover Code by Bidco (or a person acting in concert with it) of a firm intention to implement the Acquisition either by a new, revised or replacement Scheme or Takeover Offer;
· any offer made in competition with the Acquisition for more than 50% of the issued and to be issued ordinary share capital of the Company is declared unconditional in accordance with the requirements of the Takeover Code (if implemented by way of takeover offer) or otherwise becomes effective in accordance with its terms (if implemented by way of a scheme of arrangement);
· in respect of the irrevocable undertaking given by Robin Totterman only, an announcement is made in accordance with Rule 2.7 of the Takeover Code of a competing offer for the entire issued and to be issued ordinary share capital of the Company for over 125 pence per Company share and Bidco does not match that competing offer with a revised offer that is at least equivalent to the value of such competing offer within ten days of such competing offer being made; or
· Bidco announces, with the consent of the Panel, that it does not intend to proceed with the Acquisition and no new, revised or replacement Scheme or Takeover Offer is announced by Bidco in accordance with Rule 2.7 of the Takeover Code at the same time.
These irrevocable undertakings also extend to any Inspecs Shares acquired by the Inspecs Directors, whether as a result of the exercise of options under the Inspecs Share Plans or otherwise.
2. Inspecs Shareholders
In addition to the Inspecs Directors, the following Inspecs Shareholders have given irrevocable undertakings to vote (or procure the voting, as applicable) in favour of the resolutions relating to the Acquisition at the Meetings or, in the event the Acquisition is implemented by way of a Takeover Offer, to accept (or procure the acceptance of) the Takeover Offer in respect of their beneficial interests in Inspecs Shares. Of these Inspecs Shareholders only Luke Johnson has elected to receive the Alternative Offer. Luke Johnson and Christopher Kay have also irrevocably undertaken to vote against any competing proposal.
|
Name |
Total Number of |
Percentage of existing issued ordinary share capital of Inspecs* |
Percentage of Voting Scheme Shares* |
|
Luke Johnson |
5,959,270 |
5.86 |
0** |
|
Christopher Kay |
2,178,730 |
2.14 |
2.28 |
|
Downing LLP |
8,588,769 |
8.45 |
8.97 |
|
Total |
16,726,769 |
16.45 |
11.25 |
*as at the Latest Practicable Date.
** Luke Johnson is not a Voting Scheme Shareholder and is a joint offeror. He has therefore only given an irrevocable undertaking in relation to his vote on the Resolutions at the General Meeting and not in relation to the vote on the Scheme at the Court Meeting.
The obligations of Luke Johnson and Christopher Kay under their irrevocable undertakings will lapse and cease to have effect on and from the earlier of the following occurrences:
· the Scheme or any resolution to be proposed at the General Meeting in connection with the Acquisition is not approved by the requisite majority of the Inspecs Shareholders at the Court Meeting or at the General Meeting respectively;
· if the Scheme becomes effective in accordance with its terms or a Takeover Offer (if applicable) is declared unconditional in accordance with the requirements of the Takeover Code;
· if the Scheme (or Takeover Offer, as applicable) is withdrawn with the consent of Bidco or lapses in accordance with its terms, except (i) where the Scheme is withdrawn or lapses as a result of Bidco exercising its right to implement the Acquisition by way of a Takeover Offer rather than a Scheme or vice versa, (ii) if the Scheme or the Takeover Offer (as applicable) has not, in accordance with the requirements of the Takeover Code, become Effective on or before the Long Stop Date as a result of Bidco exercising its right, in accordance with the Takeover Code, to implement the Acquisition by way of a Takeover Offer in accordance with the Takeover Code rather than by way of a Scheme or vice versa, or (iii) if the lapse or withdrawal is followed within five Business Days by an announcement under Rule 2.7 of the Takeover Code by Bidco (or a person acting in concert with it) of a firm intention to implement the Acquisition either by a new, revised or replacement Scheme or Takeover Offer;
· any offer made in competition with the Acquisition for more than 50% of the issued and to be issued ordinary share capital of the Company is declared unconditional in accordance with the requirements of the Takeover Code (if implemented by way of takeover offer) or otherwise becomes effective in accordance with its terms (if implemented by way of a scheme of arrangement); or
· Bidco announces, with the consent of the Panel, that it does not intend to proceed with the Acquisition and no new, revised or replacement Scheme or Takeover Offer is announced by Bidco in accordance with Rule 2.7 of the Takeover Code at the same time.
The obligations of Downing LLP under their irrevocable undertaking will lapse and cease to have effect on and from the earlier of the following occurrences:
· the Scheme Document (or, if applicable the Offer Document) is not posted by the 28th day after the date of this announcement (or such longer period as may be permitted by the Panel);
· the Scheme or any resolution to be proposed at the General Meeting is not approved by the requisite majority of the shareholders of the Target at the Court Meeting or at the General Meeting;
· the Scheme becomes effective in accordance with its terms or the Takeover Offer (if applicable) is declared unconditional in accordance with the requirements of the Takeover Code;
· Bidco announces, with the consent of the Panel, that it does not intend to proceed with the Acquisition and no new, revised or replacement scheme or offer is announced in accordance with Rule 2.7 of the Takeover Code at the same time;
· the Scheme lapses or is withdrawn in accordance with its terms, unless Bidco announces within three Business Days of such lapse or withdrawal and with the consent of the Panel, a firm intention to switch to a Takeover Offer (or vice versa if Bidco elects to implement the Acquisition by way of a Takeover Offer);
· the Scheme does not become Effective by the Long Stop Date, or if Bidco elects to implement the Acquisition by way of a Takeover Offer, the Takeover Offer does not become unconditional by the Long Stop Date;
· any competing offer is made with respect to the acquisition of more than 50% of the issued and to be issued ordinary share capital of the Target and such competing offer is declared unconditional in accordance with the requirements of the Takeover Code (if implemented by way of a Takeover Offer) or otherwise become Effective in accordance with its terms (if implemented by way of a scheme of arrangement); and
· a person other than Bidco or a member of the Wider Bidco Group or any person acting in concert with Bidco announces a firm intention to make an offer (in accordance with Rule 2.7 of the Takeover Code) to acquire all the issued share capital of Target, other than that already owned by the person making such offer (Competing Offer), before the General Meeting and Court Meeting are held provided that: (i) the value of the consideration under the Competing Offer represents an improvement equal to or more than 5% in the value of the consideration offered under the Acquisition by Bidco at that time; and (ii) Bidco has not, within 5 business days of the date of announcement of the Competing Offer, announced an offer whose value is equal to or exceeds that of the Competing Offer.
Appendix 4
Details on the Bidco Group, the Consideration Shares and the Consideration Loan Notes
1. The Bidco Group
Bidco is a special purpose vehicle incorporated for the purpose of implementing the Acquisition. Bidco is the direct wholly-owned subsidiary of Midco and Midco is the direct wholly-owned subsidiary of Topco. None of Bidco, Midco or Topco has traded since the date of their incorporation nor entered into any obligations other than in connection with the Acquisition.
Bidco is an English private limited company incorporated on 19 November 2025 under the laws of England and Wales. The share capital of Bidco currently comprises one ordinary share of one pound. Bidco is the borrower under the Facility Agreement.
Midco is a private limited company incorporated on 18 November 2025 under the laws of England and Wales. The share capital of Midco currently comprises one ordinary share of one pound. Midco will issue the Midco Series One Loan Notes and the Midco Series Two Loan Notes to the Topco Investors as well as the Consideration Loan Notes (which are also Midco Series Two Loan Notes) to the Rollover Shareholders. The Midco Series One Loan Notes will only be issued to the Topco Investors and are on the same terms as the Midco Series Two Loan Notes except that they may be repaid before the Midco Series Two Loan Notes in certain circumstances.
Topco is a private limited company incorporated on 18 November 2025 under the laws of England and Wales. The share capital of Topco currently comprises two ordinary shares of 0.01 pence each (each being a Topco Ordinary Share). Shortly after the Effective Date, Topco will be owned by the Topco Investors (who will provide financing to Topco under the Subscription Agreement) and the Eligible Inspecs Shareholders who validly elect to receive the Alternative Offer (who will be issued Topco Ordinary Shares as the Consideration Shares).
The Topco Investors are the members of the Consortium, being Luke Johnson and Ian Livingstone.
The Topco Investors are entitled under the Subscription Agreement to subscribe for additional Topco Ordinary Shares and Midco Series Two Loan Notes to fund fees, expenses and costs in connection with the Offer. Any additional subscriptions to Topco Ordinary Shares by the Topco Investors following the Effective Date will dilute the percentage ownership of Topco by Rollover Shareholders.
2. Rollover arrangements
If an Eligible Inspecs Shareholder elects for the Alternative Offer, they will be issued with the Consideration Shares and Consideration Loan Notes within 14 days of the Effective Date. In respect of the Consideration Shares and Consideration Loan Notes, electing Eligible Inspecs Shareholders will receive Bidco Rollover Loan Notes in the first instance, which will be issued pursuant to the Bidco Rollover Loan Note Instrument in consideration for the transfer of their Scheme Shares on the Effective Date. The Bidco Rollover Loan Notes will then ultimately be exchanged for the Consideration Shares and Consideration Loan Notes by way of the steps set out below.
Within 14 calendar days of the Effective Date:
· the relevant amount of the Bidco Rollover Loan Notes will (by the operation of mutual put and/or call options) be exchanged for:
o the relevant amount of Midco Series Two Loan Notes (being the Consideration Loan Notes); and
o the relevant amount of Midco Rollover Loan Notes;
· the Midco Rollover Loan Notes will then (by the operation of mutual put and/or call options) be exchanged for the relevant amount of Topco Ordinary Shares.
Each Bidco Rollover Loan Note, Midco Rollover Loan Note and Midco Series Two Loan Note is a non-qualifying corporate bond for UK tax purposes.
3. Rights attached to the Consideration Shares
Eligible Inspecs Shareholders who validly elect to receive the Alternative Offer will receive one Consideration Share for each Inspecs Share that they hold, in addition to 83.99 pence in par value of Consideration Loan Notes for each Inspecs Share that they hold.
Each Consideration Share is a Topco Ordinary Share. The share capital of Topco comprises a single class of ordinary shares with a nominal value of 0.01 pence each. Each such share, being a Topco Ordinary Share, will have the following rights:
· Economic rights: to participate pari passu as regards dividends (the declaration of which will be at the discretion of the Topco Investors), distributions of assets on a liquidation or other returns of capital. Except in exceptional circumstances, it is not expected that dividends will be paid over the life of the investment.
· Voting rights: to receive notice of, attend, speak and vote at all general meetings and to vote on written resolutions of Topco. On a poll, each Topco Ordinary Shareholder will have one vote per Topco Ordinary Share.
· Director appointment rights: each Topco Investor will be entitled to appoint one director to the board of directors of Topco. In addition: (i) the Topco Investors (acting together) will be entitled to appoint one non-executive director to the board of directors of Topco; and (ii) Ian Livingstone and Luke Johnson will have the right to appoint one board observer each. Each Topco Ordinary Shareholder holding over 15 per cent. of the Topco Ordinary Shares (other than the Topco Investors) will be entitled to appoint one director to the board of directors of Topco, provided that: (i) the relevant Topco Ordinary Shareholder is not (and has not at any time been) in material breach of the articles of association of Topco or any service agreement, contract of employment or consultancy agreement with a member of the Bidco Group; or (ii) an emergency issue of shares to Topco Ordinary Shareholders has not been proposed or is in progress in connection with an underperformance event (as set out in the articles of association of Topco).
· Consent matters: certain matters will require the consent of the Topco Investors.
· Information rights: for Topco Investors and any shareholder holding over 15 per cent. of the Topco Ordinary Shares.
· Share transfers: the holders of more than 60% of the Topco Ordinary Shares (such holders to include the Topco Investors) will have drag along rights which will allow them to force the Rollover Shareholders to sell their shares to a third party. In respect of any proposed sale which will result in a third party acquiring more than 50% of the voting rights attaching to the Topco Shares in issue at the time, under the drag along rights, the Rollover Shareholders will be entitled to transfer their Topco Shares to the same third party at the same time, for the same price per Topco Share. The Topco Investors have the right to transfer their Topco Ordinary Shares to some permitted transferees. The Topco Ordinary Shareholders will otherwise not be entitled to transfer their Topco Ordinary Shares except with Investor Consent.
· Share issues: any allotments of shares must be offered to the other Topco Ordinary Shareholders on a pre-emptive pro rata basis, except in certain circumstances, which comprise: (i) any issue of shares under an employee share scheme approved by the board of directors of Topco and the Topco Investors; (ii) any emergency issue of shares (following or to avoid a default event) (subject to a "catch-up" right for other shareholders); (iii) or an issue of shares by way of consideration for an acquisition or in connection with a debt financing (in each case subject to the consent of the Topco Investors).
· Swamping provisions: the Topco Investors will be able to temporarily gain extra voting rights in the following circumstances: (i) if the Inspecs Group is 50 per cent. below rolling 12 months EBITDA budget; (ii) there is a material risk of breaching covenants in senior financing documents or an event of default is subsisting in senior financing documents; or (iii) cashflow forecasts indicate potential cashflow insolvency. If these provisions are triggered, all Topco Ordinary Shares not held by Topco Investors will cease to have voting rights and the directors appointed by the Topco Investors will have a majority of the votes on all directors' resolutions and all other shareholders will be obliged to cooperate with any action proposed by the Topco Investors. These enhanced rights in favour of the Topco Investors will immediately cease upon the breach or failure being cured or remedied to the satisfaction of the Topco Investors.
· Trading facility: none.
Further detail on the Consideration Shares will be set out in the Scheme Document.
4. Terms of the Consideration Loan Notes
Eligible Inspecs Shareholders who validly elect to receive the Alternative Offer will receive 83.99 pence in par value of Consideration Loan Notes for each Inspecs Share that they hold, in addition to one Consideration Share. The Consideration Loan Notes are the same as the Midco Series Two Loan Notes for which the Topco Investors will subscribe.
Each Consideration Loan Note (also being a Midco Series Two Loan Note) is a non-qualifying corporate bond for UK tax purposes and will be issued by Midco with the following terms:
· Interest rate: 10 per cent. accruing and compounding annually, repaid on exit and/or repayment of the Consideration Loan Notes.
· Maturity date: seven years following the issue of the Consideration Loan Notes (or any such later date as is determined by the Topco Investors).
· Ranking: the Consideration Loan Notes will rank ahead of the Topco Ordinary Shares but will be subordinated to any third party bank debt. The Midco Series One Loan Notes may be repaid before the Consideration Loan Notes if Bidco meets the necessary conditions under the accordion facility in the Facility Agreement and, having done so, draws down for the purposes of repaying the Midco Series One Loan Notes.
· Repayment and redemption: only: (i) on the maturity date of the Consideration Loan Notes; (ii) at the discretion of Midco, with the consent of the Topco Investors, at any time after the date which is six months plus one day following the issue of the Consideration Loan Notes; (iii) on a full exit (which includes the sale of shares in Topco which results in a third party holding more than 50 per cent. of the voting rights attaching to Topco's shares at the relevant time, the disposal of assets representing 25 per cent. or more (by book value) of the consolidated gross tangible assets of the Bidco Group at the relevant time, the admission to trading of any shares in Topco on any stock or investment exchange, or a winding up of Topco); or (iv) on an event of default.
· Transfers: the Topco Investors will have the right to transfer their Midco Series Two Loan Notes to some permitted transferees (being the same permitted transferees to whom the Topco Investors can transfer their Topco Ordinary Shares under the articles of association of Topco). Otherwise, no transfers of Consideration Loan Notes are permitted, except to any person to whom the relevant Rollover Shareholder could transfer its Topco Ordinary Shares under the terms of the articles of association of Topco or with Investor Consent.
· Security: none.
· Trading facility: none although Midco intends, following completion of the Acquisition, to apply for the Consideration Loan Notes (along with the Midco Series One Loan Notes and the Midco Series Two Loan Notes issued to the Investors) to be traded on a stock exchange in the Channel Islands.
Further detail on the Consideration Loan Notes will be set out in the Scheme Document.
Appendix 5
Definitions
The following definitions apply throughout this document unless the context otherwise requires:
|
Acquisition |
the proposed acquisition by Bidco of the entire issued, and to be issued, ordinary share capital of Inspecs (other than the Excluded Shares) by means of the Scheme, on the terms and subject to the Conditions set out in this announcement and to be set out in the Scheme Document, or should Bidco so elect (subject to the consent of the Panel and the terms of the Cooperation Agreement), by means of a Takeover Offer |
|
AIM |
the market of that name operated by the London Stock Exchange |
|
AIM Rules |
the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time) |
|
Alternative Offer |
the alternative to the Cash Offer under which Eligible Inspecs Shareholders may elect to receive Consideration Shares and Consideration Loan Notes on and subject to the terms of this announcement and the terms and conditions to be set out the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document) in due course, further details of which are set out in this announcement |
|
Alternative Offer Maximum Cap |
as defined in 'The Alternative Offer' paragraph |
|
Articles |
the articles of association of Inspecs from time to time |
|
associated undertaking |
shall be construed in accordance with paragraph 19 of Schedule 6 to The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) but for this purpose ignoring paragraph 19(1)(b) of Schedule 6 to those regulations |
|
Authorisations |
authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances, permissions, exemptions or approvals, in each case of a Third Party |
|
Bidco |
Bidco 1125 Limited, a private company limited by shares incorporated in England and Wales with registered number 16864196 |
|
Bidco Board |
the directors of Bidco as at the date of this announcement or, where the context so requires, the directors of Bidco from time to time |
|
Bidco Group
|
Topco, Midco and Bidco and any of their subsidiary undertakings from time to time (and where the context permits, each of them) |
|
Bidco Rollover Loan Notes |
the loan notes issued pursuant to the Bidco Rollover Loan Note Instrument and to be exchanged for Midco Series Two Loan Notes and Midco Rollover Loan Notes as part of the rollover arrangements further detailed in Appendix 4 |
|
Bidco Rollover Loan Note Instrument |
the deed poll dated on or around the date of this announcement entered into by Bidco, under which the Bidco Rollover Loan Notes are to be constituted with effect from the date on which such notes are to be issued to Eligible Inspecs Shareholders who have validly elected for the Alternative Offer |
|
Blocking Law |
(i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union); or (ii) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996, as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 |
|
Business Day |
a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business |
|
Cash Consideration |
84 pence in cash per Inspecs Share |
|
Cash Offer |
the offer for each Inspecs Share of 84 pence in cash under the terms of the Acquisition |
|
Cavendish |
Cavendish Capital Markets Limited |
|
certificated or certificated form |
in relation to a share or other security, a share or other security title which is recorded in the relevant register of the share or other security as being held in certificated form (that is, not in CREST) |
|
Closing Price |
the closing middle market price of an Inspecs Share as derived from the AIM Appendix to the Daily Official List on any particular date |
|
Companies Act |
the Companies Act 2006 |
|
Condition |
each of the conditions to the implementation of the Acquisition (including the Scheme) listed in Part A of Appendix 1 and to be set out in the Scheme Document and any reference to a numbered Condition shall be a reference to the Condition set out in the paragraph of Part A of Appendix 1 bearing such number |
|
Confidentiality Agreement |
the confidentiality agreement dated 18 September 2025 between Ian Livingstone, Risk Capital and Inspecs, as described in paragraph 11 of this announcement |
|
Connected Persons |
means each and any of: (i) the relevant person's close relatives (as defined in the Takeover Code); (ii) the trustees of any trust of which the relevant person and/or the persons mentioned in (i) is a beneficiary (including a discretionary beneficiary); and/or any company or other entity in which the relevant person or any of the persons mentioned in (i) and (ii), directly or indirectly, controls 30% of more of the voting rights, has the right to appoint or remove a majority of the members of its board of directors, or which is accustomed to act in accordance with the instructions of any such person because such person has the power to exercise, or actually exercises, dominant influence or control |
|
Consideration Loan Notes |
consideration loan notes to be issued by Midco, to Eligible Inspecs Shareholders validly electing for the Alternative Offer |
|
Consideration Shares |
ordinary shares of 0.01 pence each in the capital of Topco, to be issued to Eligible Inspecs Shareholders validly electing for the Alternative Offer |
|
Consortium |
Luke Johnson and Ian Livingstone |
|
Cooperation Agreement |
the agreement dated 10 December 2025 between Bidco and Inspecs and relating, among other things, to the implementation of the Acquisition, further details of which are set out in paragraph 11 of this announcement |
|
Court |
the High Court of Justice of England and Wales |
|
Court Meeting |
the meeting(s) of Voting Scheme Shareholders to be convened by order of the Court pursuant to section 896 of the Companies Act, notice of which will be set out in the Scheme Document, at which a resolution will be proposed for the purpose of considering and, if thought fit, approving the Scheme (with or without amendment), including any adjournment thereof |
|
CREST |
the relevant system (as defined in the Regulations) in respect of which Euroclear is the operator (as defined in CREST) |
|
Daily Official List |
the daily official list of the London Stock Exchange |
|
Dealing Disclosure |
an announcement pursuant to Rule 8 of the Takeover Code containing details of dealings in interests in relevant securities of a party to an offer |
|
Disclosed |
the information disclosed by or on behalf of Inspecs: (i) in the annual report and audited accounts of the Inspecs Group for the year ended 31 December 2024; (ii) in this announcement; (iii) in any other announcement to a Regulatory Information Service by or on behalf of Inspecs in the two calendar years prior to the date of this announcement; or (iv) fairly disclosed in writing (including via the virtual data room operated by or on behalf of Inspecs in respect of the Acquisition) or orally in meetings and calls by Inspecs management prior to the date of this announcement to Bidco or Bidco's officers, employees and advisers (in their capacity as such) |
|
Disclosure Guidance and Transparency Rules |
the Disclosure Guidance and Transparency Rules sourcebook issued by the FCA, as amended from time to time |
|
Effective |
in the context of the Acquisition: (i) if the Acquisition is implemented by way of the Scheme, the Scheme having become effective pursuant to and in accordance with its terms; or (ii) if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer having been declared or having become unconditional in accordance with the requirements of the Takeover Code |
|
Effective Date |
the date on which the Acquisition becomes Effective |
|
Eligible Inspecs Shareholders |
an Inspecs Shareholder who is not a Restricted Inspecs Shareholder |
|
Euroclear |
Euroclear UK & International Limited |
|
Excluded Shares |
any (i) Inspecs Shares registered in the name of, or beneficially owned by Bidco or any other member of the Bidco Group, or any nominee of the foregoing, (if any) at the Scheme Record Time; (ii) Inspecs Shares held as treasury shares (as defined in section 724(5) of the Companies Act) (if any) at the Scheme Record Time; and (iii) which Bidco and Inspecs agree will not be subject to the Scheme |
|
Facility Agreement |
the facility agreement to be entered into between Bidco and HSBC UK Bank plc in relation to the £20 million term acquisition facility |
|
FCA |
the Financial Conduct Authority or its successor from time to time |
|
Form of Election |
the form of election for use by an Eligible Inspecs Shareholder who holds Scheme Shares in certificated form in relation to the Alternative Offer, and which will accompany the Scheme Document |
|
Forms of Proxy |
the form of proxy for use at the Court Meeting and the form of proxy for use at the General Meeting, which will accompany the Scheme Document |
|
General Meeting |
the general meeting of Inspecs Shareholders to be convened in connection with the Scheme to consider and, if thought fit, pass the Resolution, notice of which will be contained in the Scheme Document, and any adjournment, postponement or reconvention thereof |
|
H2EP |
H2 Equity Partners Ltd |
|
Inspecs or Company |
Inspecs Group plc |
|
Inspecs Directors |
the directors of Inspecs as at the date of this announcement or, where the context so requires, the directors of Inspecs from time to time |
|
Inspecs Group |
Inspecs and its subsidiary undertakings from time to time (and where the context permits, each of them) |
|
Inspecs Share(s) |
the ordinary shares of 1 pence each in the capital of Inspecs |
|
Inspecs Shareholder(s) |
the registered holders of Inspecs Shares from time to time |
|
Inspecs Share Plans |
the Inspecs Group plc Long Term Incentive Plan 2020 and individual option agreements dated 10 December 2019 |
|
Investor Consent |
the consent of both Luke Johnson and Ian Livingstone |
|
Last Accounts Date |
31 December 2024 |
|
Latest Practicable Date |
9 December 2025, being the last Business Day prior to the date of this announcement |
|
London Stock Exchange |
London Stock Exchange plc or its successor |
|
Long Stop Date |
30 June 2026 or such later date, if any, (a) as Bidco and Inspecs may agree, or (b) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that (if so required) the Court may allow |
|
Market Abuse Regulation |
the Market Abuse Regulation (EU) no.596/2014 as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 |
|
Meetings |
the Court Meeting and the General Meeting |
|
Midco |
Midco 1125 Limited, a private company limited by shares incorporated in England and Wales with registered number 16863706 |
|
Midco Rollover Loan Note |
the loan notes issued pursuant to a loan note instrument to be executed by Midco and to be exchanged for Topco Ordinary Shares as part of the rollover arrangements further detailed in Appendix 4 |
|
Midco Rollover Loan Note Instrument |
the instrument constituting the Midco Rollover Loan Notes |
|
Midco Series One Loan Notes |
the loan notes to be issued by Midco to the Topco Investors pursuant to a loan note instrument to be executed by Midco and the terms of the Subscription Agreement |
|
Midco Series One Loan Note Instrument |
the instrument constituting the Midco Series One Loan Notes |
|
Midco Series Two Loan Notes |
the loan notes issued to (i) the Topco Investors and (ii) the Eligible Inspecs Shareholders validly electing for the Alternative Offer, pursuant to a loan note instrument to be executed by Midco |
|
Midco Series Two Loan Note Instrument |
the instrument constituting the Midco Series Two Loan Notes |
|
NSI Act |
National Security and Investment Act 2021 |
|
Offer Document |
should the Acquisition be implemented by way of a Takeover Offer, the offer document to be sent to (among others) Inspecs Shareholders setting out, among other things, the full terms and conditions of the Takeover Offer |
|
Offer Period |
the offer period in relation to Inspecs that commenced on 23 October 2025 |
|
Opening Position Disclosure |
an announcement pursuant to Rule 8 of the Takeover Code containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the Acquisition |
|
Overseas Shareholders |
holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom |
|
Panel |
the Panel on Takeovers and Mergers |
|
Peel Hunt |
Peel Hunt LLP |
|
Possible Offer Announcement |
the announcement of 23 October 2025, released by the Company in accordance with Rule 2.4 of the Takeover Code, regarding the proposals received by the Company from H2EP, the Consortium and Safilo |
|
Registrar of Companies |
the Registrar of Companies in England and Wales |
|
Regulations |
the Uncertificated Securities Regulations 2001 |
|
Regulatory Information Service |
any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements |
|
Relevant Authority |
any central bank, ministry, governmental, quasigovernmental (including the European Union), supranational, statutory, regulatory or investigative body or authority (including any national or supranational antitrust or merger control authority, any sectoral ministry or regulator and any foreign investment review body), national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof), any entity owned or controlled by them, any private body exercising any regulatory, taxing, importing or other authority, trade agency, association, institution or professional or environmental body in any jurisdiction |
|
relevant securities |
shall be construed in accordance with the Takeover Code |
|
R&D |
research and development |
|
Resolution |
the special resolution to be proposed at the General Meeting in connection with the implementation of the Scheme and the amendment of the Articles |
|
Restricted Inspecs Shareholders |
an Inspecs Shareholder in, or resident in, a Restricted Jurisdiction |
|
Restricted Jurisdiction |
any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to Inspecs Shareholders in that jurisdiction |
|
Risk Capital |
Risk Capital Limited, a private company limited by shares incorporated in England and Wales with registered number 03361553 |
|
Rollover Shareholders |
any holder of Consideration Shares from time to time |
|
Safilo |
Safilo Group S.p.A |
|
Safilo Asset Proposal |
as defined in 'Background to and reasons for the Recommendation' |
|
Safilo Offer |
as defined in 'Background to and reasons for the Recommendation' |
|
Sanction Hearing |
the hearing of the Court to sanction the Scheme pursuant to Part 26 of the Companies Act and, if such hearing is adjourned, reference to commencement of any such hearing shall mean the commencement of the final adjournment thereof |
|
Scheme |
the scheme of arrangement proposed to be made under Part 26 of the Companies Act between Inspecs and the holders of Scheme Shares in connection with the Acquisition, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Inspecs and Bidco |
|
Scheme Court Order |
the order of the Court sanctioning the Scheme under Part 26 of the Companies Act |
|
Scheme Document |
the document to be sent to Inspecs Shareholders and persons with information rights containing, amongst other things, the Scheme, the full terms and conditions of the Scheme and notices convening the Meetings |
|
Scheme Record Time |
the time and date to be specified in the Scheme Document, expected to be 6.00 p.m. on the Business Day immediately prior to the Effective Date |
|
Scheme Shareholders |
holders of Scheme Shares |
|
Scheme Shares |
all Inspecs Shares: (i) in issue at the date of the Scheme Document; (ii) (if any) issued after the date of the Scheme Document but before the Voting Record Time; and (iii) (if any) issued at or after the Voting Record Time but before the Scheme Record Time in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme, in each case remaining in issue at the Scheme Record Time, but excluding the Excluded Shares |
|
Secretary of State |
the Secretary of State in the Cabinet Office |
|
Subscription Agreement |
the subscription agreement dated on or around the date of this announcement between Topco, Midco, Bidco and the Topco Investors |
|
subsidiary, subsidiary undertaking and undertaking |
shall be construed in accordance with the Companies Act |
|
Takeover Code |
the City Code on Takeovers and Mergers issued by the Panel, as amended from time to time |
|
Takeover Offer |
if (subject to the consent of the Panel) Bidco elects to effect the Acquisition by way of a takeover offer (as defined in Chapter 3 of Part 28 of the Companies Act), the offer to be made by or on behalf of Bidco on the terms and subject to the conditions to be set out in the related Offer Document and, where the context admits, any subsequent revision, variation, extension or renewal of such offer |
|
Third Party |
has the meaning given in Condition 3.1 |
|
Topco |
Topco 1125 Limited, a private company limited by shares incorporated in England and Wales with registered number 16863454 |
|
Topco Articles |
the articles of association of Topco from time to time |
|
Topco Investors |
Luke Johnson and Ian Livingstone |
|
Topco Ordinary Shareholders |
the holders of Topco Ordinary Shares |
|
Topco Ordinary Shares |
ordinary shares of 0.01 pence each in the capital of Topco |
|
UK or United Kingdom |
the United Kingdom of Great Britain and Northern Ireland |
|
US or United States |
the United States of America |
|
uncertificated or in uncertificated form |
a share or other security title to which is recorded in the relevant register of the share or security as being held in uncertificated form, in CREST, and title to which, by virtue of the Regulations, may be transferred by means of CREST |
|
US Exchange Act |
the US Securities Exchange Act of 1934 |
|
US Securities Act |
the US Securities Act of 1933 |
|
Voting Record Time |
the time and date to be specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined |
|
Voting Scheme Shares |
the Scheme Shares, other than the Scheme Shares held by Luke Johnson (who will confirm his approval of, and agreement to be bound by, the Scheme in a letter of confirmation to the Court) |
|
Voting Scheme Shareholders |
the holders of the Voting Scheme Shares |
|
Wider Bidco Group |
Topco and its associated undertakings and any other body corporate, partnership, joint venture or person in which Topco and such undertakings (aggregating their interests) have an interest of more than 30 per cent. of the voting or equity capital or the equivalent |
|
Wider Inspecs Group |
Inspecs and its associated undertakings and any other body corporate, partnership, joint venture or person in which Inspecs and such undertakings (aggregating their interests) have an interest of more than 30 per cent. of the voting or equity capital or the equivalent (excluding, for the avoidance of doubt, the Bidco Group, and all of its associated undertakings which are not members of the Inspecs Group) |
References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this announcement.
All references to "pounds", "pounds Sterling", "Sterling", "GBP", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.
All times referred to are London time unless otherwise stated.
A reference to "includes" shall mean "includes without limitation", and references to "including" and any other similar term shall be construed accordingly.
Words in the singular shall include the plural and vice versa.
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