Switch to a Takover Offer
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 OFFER DOCUMENT WHICH IS EXPECTED TO BE PUBLISHED ON 23 FEBRUARY 2026.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
20 February 2026
SWITCH FROM SCHEME OF ARRANGEMENT TO A TAKEOVER OFFER
For
Inspecs Group PLC
by
Bidco 1125 Limited
(a newly formed company indirectly owned by Luke Johnson and Ian Livingstone)
THE ACQUISITION WILL NOW BE IMPLEMENTED BY WAY OF A TAKEOVER OFFER ON THE BASIS SET OUT IN THE OFFER DOCUMENT.
IF YOU HAVE SUBMITTED A VOTE IN RELATION TO THE ACQUISITION UNDER THE SCHEME OR MADE AN ELECTION TO RECEIVE THE ALTERNATIVE OFFER UNDER THE SCHEME, SUCH VOTE OR ELECTION WILL NO LONGER BE VALID. YOU WILL NEED TO TAKE THE ACTIONS SET OUT IN THE OFFER DOCUMENT TO ACCEPT THE OFFER (AND, IF APPLICABLE, ELECT TO RECEIVE THE ALTERNATIVE OFFER).
On 10 December 2025, the boards of directors of Bidco 1125 Limited (Bidco) and Inspecs Group plc (Inspecs) announced that they had reached agreement on the terms and conditions of a recommended cash acquisition to be made by Bidco (which is indirectly owned by Luke Johnson and Ian Livingstone (together the Consortium)) for the entire issued and to be issued share capital of Inspecs (Acquisition), to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (Scheme), or, if Bidco elects, with the consent of the board of directors of Inspecs and the Panel, a Takeover Offer under Part 28 of the Companies Act 2006 (Takeover Offer).
Unless otherwise defined in this announcement, capitalised terms used but not defined in this announcement shall have the meanings given to them in the scheme document in respect of the Acquisition published and made available to Inspecs Shareholders on 15 January 2026 (Scheme Document).
On 6 February 2026, Inspecs announced the adjournment of each of the Court Meeting and the General Meeting from 9 February 2026 to 23 February 2026.
Bidco today announces a switch from the Scheme to a Takeover Offer. Bidco expects to publish and make available the Offer Document on 23 February 2026.
The board of directors of Inspecs has resolved, as more fully set out below, to recommend the Takeover Offer to Inspecs Shareholders.
The Cash Offer and the Alternative Offer
Under the terms of the Cash Offer, each holder of Inspecs Shares (excluding those Inspecs Shares held by Bidco and Luke Johnson) will be entitled to receive:
for each Inspecs Share: 84 pence in cash
The Takeover Offer values the entire issued, and to be issued, ordinary share capital of Inspecs at approximately £85.4 million on a fully diluted basis.
The Cash Offer represents a premium of approximately:
· 107.41 per cent. to the Closing Price of 40.5 pence per Inspecs Share on 22 October 2025 (being the last Business Day before the date of the Possible Offer Announcement);
· 91.91 per cent. to the average price of 43.8 pence per Inspecs Share for the three month period ended at the close of business on the last Business Day before the date of the Possible Offer Announcement; and
· 81.96 per cent. to the average price of 46.2 pence per Inspecs Share for the 12 month period ended at the close of business on the last Business Day before the date of the Possible Offer Announcement.
The Alternative Offer will remain available to Inspecs Shareholders (other than Inspecs Shareholders in Restricted Jurisdictions) on terms unchanged to those previously described in the Scheme Document and to be described in the Offer Document. As the Acquisition is now being implemented by way of a Takeover Offer, if you have submitted an election via a Form of Election or Electronic Election in relation to the Alternative Offer under the Scheme, such election will no longer be valid, and you will need to take action to be set out in the Offer Document to accept the Alternative Offer.
Switch from a Scheme to a Takeover Offer
The boards of directors of Bidco and Inspecs are of the view that the terms and conditions of the Acquisition are in the best interests of Inspecs Shareholders as a whole, and therefore, in order to increase the certainty of the Acquisition becoming Effective, Bidco has determined, with the consent of Inspecs and the Panel, to implement the Acquisition by way of a recommended Takeover Offer, rather than by way of the Scheme.
As a result, the Acquisition will no longer be implemented by way of the Scheme as previously announced in the Rule 2.7 Announcement (as defined below) and the Scheme Document. Inspecs Shareholders will need to take the actions to be set out in the Offer Document to accept the Offer. Inspecs Shareholders are encouraged to accept the Offer as soon as possible after the publication of the Offer Document.
The Takeover Offer is conditional on valid acceptances of more than 50 per cent. of the voting rights normally exercisable at general meetings of Inspecs (as described in more detail in the definition of Acceptance Condition below) and all other Conditions (as detailed below) being satisfied or (if capable of waiver) waived.
In this regard, Bidco observes that it has received irrevocable undertakings from Inspecs Shareholders which represent approximately 31.9 per cent. of Inspecs' existing issued share capital (including an irrevocable from Luke Johnson in respect of his holding of approximately 5.9 per cent. of Inspecs' existing issued share capital). In addition, as announced on 6 February 2026, Bidco holds approximately 19.1 per cent. of Inspecs' existing issued share capital, as further described below and as set out in the Appendix to this announcement.
Accordingly, the total number of Inspecs Shares held by Bidco, together with those subject to irrevocable undertakings, is 51,893,384 representing approximately 51.0 per cent of Inspecs' voting rights.
Cancellation of Court Meeting and General Meeting
The business to be dealt with at the Court Meeting and the General Meeting relating to the Scheme is now rendered redundant by virtue of the fact that the Acquisition is now to be implemented by way of a Takeover Offer and not by way of the Scheme. Accordingly, any proxy votes lodged with respect to the Scheme are now invalid.
The Inspecs Directors strongly advise that Inspecs Shareholders do not attempt to attend the Court Meeting and the General Meeting that were scheduled for 23 February 2026 as those meetings, by virtue of this announcement, will not now take place.
Conditions
Save where set out in this announcement, the terms and conditions of the Acquisition remain unchanged from those set out in the Scheme Document (subject to appropriate amendments to reflect the change in structure by which the Acquisition is to be implemented). The Conditions will be amended only insofar as required to reflect the implementation of the Acquisition by way of the Takeover Offer. The amended conditions will be set out in full in the Offer Document (Conditions).
The Acquisition is conditional on, among other things, valid acceptances being received (and not, where permitted, validly withdrawn in accordance with the rules and requirements of the Takeover Code and the terms of the Offer) by not later than 1.00 pm on the unconditional date of the Takeover Offer (or such later time(s) and/or date(s) as Bidco may, subject to the rules of the Takeover Code and with the consent of the Panel (if required), decide) in respect of such number of Inspecs Shares which, together with the Inspecs Shares acquired or unconditionally agreed to be acquired before or during the Offer Period (whether pursuant to the Takeover Offer or otherwise), will result in Bidco holding Inspecs Shares carrying in aggregate more than 50 per cent. of the voting rights normally exercisable at general meetings of Inspecs, including (to the extent, if any, required by the Panel for this purpose) any such voting rights attaching to any Inspecs Shares that are unconditionally allotted or issued before the Takeover Offer becomes or is declared unconditional, whether pursuant to the exercise of any outstanding subscription rights or conversion rights or otherwise (Acceptance Condition). Unless the Panel agrees otherwise, the Acceptance Condition shall only be capable of being satisfied when all other Conditions have been satisfied or waived.
Recommendation
The Inspecs Directors, who have been so advised by Peel Hunt as to the financial terms of the Cash Offer, consider the terms of the Cash Offer to be fair and reasonable. In providing its advice to the Inspecs Directors, Peel Hunt has taken into account the commercial assessments of the Inspecs Directors. Peel Hunt is providing independent financial advice to the Inspecs Directors for the purposes of Rule 3 of the Takeover Code.
The Inspecs Directors continue to consider that the terms of the Cash Offer and the Acquisition are in the best interests of the Inspecs Shareholders as a whole. Accordingly, the Inspecs Directors unanimously recommend that the Inspecs Shareholders accept or procure acceptance of the Takeover Offer, as the Inspecs Directors who currently hold or control Inspecs Shares have irrevocably undertaken to do (or instruct to be done) in respect of their and their Connected Persons' entire beneficial holdings of Inspecs Shares, being, in aggregate, 19,089,137 Inspecs Shares (representing approximately 18.78 per cent. of the existing issued ordinary share capital of Inspecs as at close of business on 19 February 2026 (Latest Practicable Date)). Further details of these undertakings are set out in the Appendix to this announcement.
Peel Hunt is unable to advise the Inspecs Directors as to whether or not the financial terms of the Alternative Offer are fair and reasonable. This is because of the significant and variable impact of the disadvantages and advantages of the Alternative Offer for individual Inspecs Shareholders, in particular, the ability to participate in the future value creation of Inspecs and, in terms of the disadvantages, in particular, the terms of the Consideration Shares and the Consideration Loan Notes, including the fact that they are illiquid, the level of uncertainty in their future value and the potential dilution that would result if a Rollover Shareholder did not fund their pre-emptive entitlement pursuant to any further issue of securities by Topco or Midco in the period following the Effective Date.
Accordingly, the Inspecs Directors are unable to form an opinion as to whether or not the terms of the Alternative Offer are fair and reasonable and are not making any recommendation to Inspecs Shareholders as to whether or not they should elect for the Alternative Offer.
Robin Totterman and Richard Peck have irrevocably each undertaken to elect for the Alternative Offer in respect all of their current beneficial holdings of Inspecs Shares (except for, in the case of Robin Totterman, 850,053 Inspecs Shares that are held in a pension fund that cannot hold unlisted securities), as they each wish to hold an investment in Inspecs and each of their personal circumstances mean that they are willing to hold unlisted, non-transferrable instruments, and these factors, combined with their personal view of the long-term potential of the Inspecs business under private ownership, outweigh the other disadvantages as set out in Part VI of the Scheme Document and to be set out in Part V of the Offer Document.
Irrevocable undertakings and share dealings
All of the irrevocable undertakings described in the Scheme Document, except to the extent set out in the announcement made by Bidco on 6 February 2026, continue to remain applicable and valid in relation to the Takeover Offer, such that Bidco has received irrevocable undertakings to accept the Takeover Offer in respect of a total of 32,434,773 Inspecs Shares (including an irrevocable from Luke Johnson with respect of his holding of 5,959,270 Inspecs Shares), representing approximately 31.9 per cent. of the existing ordinary share capital of Inspecs as at close of business on the Latest Practicable Date.
In addition, on 6 February 2026, Bidco purchased a total of 19,458,611 Inspecs Shares, representing approximately 19.1 per cent. of the existing issued ordinary share capital of Inspecs as at close of business on the Latest Practicable Date.
For the avoidance of doubt, the Inspecs Shares so purchased included 3,381,133 Inspecs Shares purchased from Downing (in its capacity as manager of certain funds), which were previously subject to an irrevocable undertaking received by Bidco. The terms of this irrevocable undertaking are unchanged and continue to apply to the remaining 5,207,636 Inspecs Shares (representing approximately 5.1 per cent. of the existing issued ordinary share capital of Inspecs as at close of business on the Latest Practicable Date) which were subject to that irrevocable undertaking.
Intentions of Bidco
Bidco and the Consortium confirm that the switch in offer structure does not change their intentions as regards the business of Inspecs as set out in section 9 of the announcement pursuant to rule 2.7 of the Takeover Code (Rule 2.7 Announcement) and the Scheme Document..
Offer Document
The Offer Document containing, amongst other things, the full terms and conditions of the Acquisition and the actions to be taken by the Inspecs Shareholders with regard to the procedure for acceptance, together with the related form of acceptance and election, is expected to be published and posted on 23 February 2026 (subject to certain restrictions relating to persons residing in Restricted Jurisdictions). Subject to the same restrictions, the Offer Document will also be made available by Inspecs on its website at www.inspecs.com/investor-relations and the website of Risk Capital Partners at www.riskcapitalpartners.co.uk/offer-for-inspecs-group-plc/documents/.
Timetable
Further details of the expected timetable are to be set out in the Offer Document. Bidco confirms that the Long Stop Date for the Takeover Offer will be 30 June 2026 as set out previously in the Rule 2.7 Announcement and the Scheme Document.
Inspecs Share Plans
Participants in the Inspecs Share Plans will be contacted regarding the effect of the Acquisition on their rights under the Inspecs Share Plans.
As previously described in the Scheme Document, pursuant to the terms of the Cooperation Agreement, it has been agreed that Bidco will not make proposals under Rule 15 of the Takeover Code to the participants in the Inspecs Share Plans on the basis that none of the outstanding options under the Inspecs Share Plans are expected to be exercised.
Other Consequences of the Takeover Offer
If, following the Takeover Offer becoming or being declared unconditional, Bidco has not acquired or agreed to acquire at least 75 per cent. of the issued share capital of Inspecs, Bidco will not, by virtue of its own shareholding be in a position to procure the cancellation of admission to trading on AIM of Inspecs Shares and the cancellation would need to be approved at a meeting of shareholders of Inspecs. Bidco reiterates statements in the Scheme Document with regard to its view that a private company environment would be more appropriate for Inspecs, particularly as the proportion of Inspecs Shares in public hands will likely be highly limited following the Offer becoming or being declared unconditional. It remains the intention of Bidco therefore in due course to seek the cancellation of admission to trading on AIM of Inspecs Shares and Bidco intends to explore its options in this regard. In the meantime, Bidco will have significant control over Inspecs and intends for Inspecs to comply only with the minimum requirements prescribed by applicable laws and regulations for public companies admitted to trading on AIM.
If the Takeover Offer becomes or is declared unconditional, Bidco could also increase its aggregate shareholding in Inspecs without restriction (save for the restriction in Rule 35.3 of the Takeover Code regarding the acquisition of Inspecs Shares at a price higher than the offer price in the six months following the Takeover Offer becoming unconditional) and may, in due course, acquire 75 per cent. or more of the voting rights of Inspecs. In the meantime, Inspecs Shares in respect of which the Takeover Offer has not been accepted at that time are likely to be affected by significantly reduced trading volume and reduced liquidity as a consequence.
None of the statements in this section constitute "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.
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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.
Further information
Cavendish Capital Markets Limited (Cavendish), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as financial adviser exclusively for the Bidco Group and no one else in connection with the matters set out in this announcement and will not regard any other person as their client in relation to such matters and will not be responsible to anyone other than the Bidco Group for providing the protections afforded to clients of Cavendish nor for providing advice in relation to the contents of, or any matter referred to in, this announcement or any transaction or arrangement referred to herein. Neither Cavendish nor any of its subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cavendish in connection with this announcement, any statement contained herein, any transaction or arrangement referred to herein, or otherwise.
Peel Hunt LLP (Peel Hunt), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as financial adviser, nominated adviser and broker exclusively for Inspecs and no one else in connection with the matters set out in this announcement and will not regard any other person as their client in relation to such matters and will not be responsible to anyone other than Inspecs for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to the contents of, or any matter referred to in, this announcement or any transaction or arrangement referred to herein. Neither Peel Hunt nor any of its subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with this announcement, any statement contained herein, any transaction or arrangement referred to herein, or otherwise.
This announcement is for information purposes only and is not intended to, and does not, constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or transfer of securities of Inspecs or such solicitation in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely pursuant to the terms of the Offer Document (or if the Acquisition is implemented by way of a Scheme, the Scheme Document) which, together with the form of acceptance and election, will contain the full terms and conditions of the Acquisition, including details of how to accept the Takeover Offer. Any response in relation to the Acquisition should be made only on the basis of the information contained in the Offer Document (or if the Acquisition is implemented by way of a Scheme, the Scheme Document).
This announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws or jurisdictions outside the United Kingdom.
This announcement does not constitute a prospectus, prospectus equivalent document or exempted document.
Bidco is preparing the Offer Document to be distributed to Inspecs Shareholders at no cost to them. Inspecs and Bidco urge Inspecs Shareholders to read the Offer Document because it will contain important information relating to the Acquisition.
The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.
This announcement contains inside information in relation to Inspecs for the purposes of Article 7 of the Market Abuse Regulation.
The person responsible for arranging the release of this announcement on behalf of Inspecs is Elliott Smith. Inspecs's Legal Entity Identifier is 2138008Z4S4DHR6NE933.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
Overseas Shareholders
The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared in accordance with and for the purpose of complying with English law, the Takeover Code, the AIM Rules, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England and Wales.
The availability of the Acquisition to Inspecs Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Offer Document or any accompanying document to any jurisdiction outside the UK should refrain from doing so and seek appropriate professional advice before taking any action. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be included in the Offer Document.
Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send the same in or into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Unless otherwise permitted by applicable law and regulation, the Takeover Offer may not be made directly or indirectly, in, into, from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
Further details in relation to Overseas Shareholders will be contained in the Offer Document.
Notice to US holders of Inspecs Shares
The Takeover Offer relates to shares of an English company and is proposed to be effected by means of a contractual takeover offer pursuant to the Code and the laws of the United Kingdom. The companies involved in the Takeover Offer are not US companies and are considered "foreign private issuers" for purposes of applicable US securities laws.
The Cash Offer is being made in the US pursuant to all applicable laws and regulations, including, to the extent applicable, Section 14(e) and Regulation 14E under the US Exchange Act and otherwise in accordance with the requirements of the Code. Accordingly, the Takeover Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. The Takeover Offer is being made in the US by Bidco and no-one else.
Furthermore, the payment and settlement procedure with respect to the Takeover Offer will comply with the relevant United Kingdom rules, which differ from US payment and settlement procedures, particularly with regard to the date of payment of consideration.
Inspecs Shareholders located or resident in the US or who are otherwise US persons will not be permitted to elect to receive the Alternative Offer. The Alternative Offer is not being made in the US, and any purported election to receive Consideration Shares or Consideration Loan Notes pursuant to the Alternative Offer by Inspecs Shareholders from the US, or which, at the sole discretion of Bidco, appear to be made in respect of Inspecs Shares beneficially held by persons located or resident in the US or who otherwise appear to be US persons will not be accepted. Accordingly, Inspecs Shareholders located or resident in the US or who are otherwise US persons who validly accept the Takeover Offer will receive cash pursuant to the Cash Offer, and no Consideration Shares or Consideration Loan Notes will be issued to any such Inspecs Shareholder. The Consideration Shares and Consideration Loan Notes have not been and will not be registered under the US Exchange Act or under US securities laws, and will not be listed on any stock exchange in the US, and may not be offered, sold or delivered, directly or indirectly, in, into or from the US Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Alternative Offer, the Consideration Shares or the Consideration Loan Notes or determined that this announcement is accurate or complete. Any representation to the contrary is a criminal offence.
Non-US Inspecs Shareholders will be deemed, by electing receipt of the Consideration Shares and Consideration Loan Notes pursuant to the Alternative Offer, to represent and warrant, on behalf of themselves and any person on whose behalf they beneficially hold their Inspecs Shares, that they: (i) are not located or resident in the US or otherwise a US person; and (ii) are not electing receipt of the Alternative Offer with a view to, or for offer or sale of Consideration Shares or Consideration Loan Notes in connection with, any distribution thereof (within the meaning of the US Exchange Act) in the US or to US persons.
The receipt of cash by a US Inspecs Shareholder as consideration for the transfer of its, his or her Inspecs Shares pursuant to the Takeover Offer will likely be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US Inspecs Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Takeover Offer applicable to them.
Some or all of Inspecs' officers and directors reside outside the US, and some or all of its assets are or may be located in jurisdictions outside the US. Therefore, investors may have difficulty effecting service of process within the US upon those persons or recovering against Inspecs or its officers or directors on judgments of US courts, including judgments based upon the civil liability provisions of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment. It may not be possible to sue Inspecs or its officers or directors in a non-US court for violations of the US securities laws.
Financial information relating to Inspecs that is included in this announcement has been or will have been prepared in accordance with IFRS and may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. In accordance with normal UK practice, Bidco or its nominees or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Inspecs outside of the US, other than pursuant to the Offer, until the date on which the Takeover Offer becomes Effective, lapses or is otherwise withdrawn, in compliance with applicable laws, including the US securities laws. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to the Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.
In addition, Bidco, its affiliates, their advisors, and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Inspecs outside the Offer, such as in open market purchases or privately negotiated purchases, during the period in which the Takeover Offer remains open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the US and would comply with applicable law, including United Kingdom laws and the US Exchange Act. Any such purchases by Bidco or its affiliates will not be made at prices higher than the price of the Takeover Offer provided in this announcement unless the price of the Acquisition is increased accordingly. Any information about such purchases or arrangements to purchase shall be disclosed as required under United Kingdom laws and will be available to all investors (including US investors) via the Regulatory Information Service on www.londonstockexchange.com.
Forward looking statements
This document (including information incorporated by reference into this announcement), may contain certain "forward-looking statements" with respect to Bidco or Inspecs. Statements made regarding the Takeover Offer and Acquisition, and other information to be published by Bidco and/or Inspecs, contain statements which are, or may be deemed to be, "forward-looking statements". All statements, other than statements of historical fact, are or may be deemed to be, forward-looking statements. Forward-looking statements are prospective in nature and not based on historical facts, but rather on current expectations and projections of the Bidco Directors and/or Inspecs about future events and are therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from those expressed or implied by the forward-looking statements.
The forward-looking statements contained in this announcement include statements with respect to the expected effects of the Acquisition, including in relation to the financial condition, results of operations and business of Inspecs, the Wider Inspecs Group and certain plans and objectives of Bidco and the Wider Bidco Group with respect thereto and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the fact that they do not relate only to historical or current facts and may use words such as "anticipate", "target", "expect", "estimate", "forecast", "intend", "plan", "budget", "scheduled", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by Inspecs and/or Bidco in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainty and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such, because they relate to events and depend on circumstances that may occur in the future. Although Bidco and/or Inspecs believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. Neither Bidco nor Inspecs assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.
There are a number of factors which could affect the future operations of Inspecs, the Wider Inspecs Group, Bidco and/or the Wider Bidco Group and that could cause actual results and developments to differ materially from those expressed or implied in forward-looking statements. The factors that could cause actual results to differ materially from those described in the forward-looking statements include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of the Conditions on the proposed terms; changes in the global, political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or dispositions; changes in general and economic business conditions; changes in the behaviour of other market participants; the anticipated benefits of the Acquisition not being realised as a result of changes in general economic and market conditions in the countries in which Bidco and Inspecs operate; weak, volatile or illiquid capital and/or credit markets; changes in the degree of competition in the geographic and business areas in which Bidco and Inspecs operate; and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.
Each forward-looking statement speaks only as of the date of this announcement. Neither Bidco nor Inspecs nor any of their respective associates or directors, officers or advisers, provides any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Given the risks and uncertainties, you are cautioned not to place any reliance on these forward-looking statements.
Other than in accordance with their legal or regulatory obligations, neither Bidco nor Inspecs is under any obligation, and Bidco and Inspecs expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement and the documents required to be published by Rule 26 of the Takeover Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on the website of Risk Capital Partners at www.riskcapitalpartners.co.uk/offer-for-inspecs-group-plc/documents/ and on Inspecs' website at www.inspecs.com/investor-relations by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, neither the content of these websites nor of any website accessible from hyperlinks set out in this announcement is incorporated by reference or forms part of this announcement.
No profit forecasts, estimates or quantified financial benefits statements
No statement in this announcement is intended as, or is to be construed as, a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Inspecs for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Inspecs.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Inspecs Shareholders, persons with information rights and participants in the Inspecs Share Plans may request a hard copy of this announcement by contacting Inspecs' registrars, Equiniti Limited, during business hours on +44 (0) 371 384 2050. Please note that lines are open between 8.30 a.m. to 5.30 p.m. (UK time) Monday to Friday (except public holidays in England and Wales). For deaf and speech impaired customers, Equiniti welcome calls via Relay UK. Please see www.relayuk.bt.com for more information. Alternatively, a request may be submitted in writing to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, with an address to which the hard copy may be sent. In accordance with Rule 30.3 of the Takeover Code, such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain other information provided by Inspecs Shareholders, persons with information rights and other relevant persons for the receipt of communications from Inspecs may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
General
If the Takeover Offer becomes or is declared unconditional and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining Inspecs Shares in respect of which the Takeover Offer has not been accepted.
Investors should be aware that Bidco may purchase Inspecs Shares otherwise than under the Takeover Offer, including pursuant to privately negotiated purchases.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Inspecs confirms that, as at the Latest Practicable Date, it had in issue 101,671,525 ordinary shares of £0.01 each admitted to trading on the Alternative Investment Market (AIM) of the London Stock Exchange. Inspecs does not hold any ordinary shares in treasury. The ISIN for the ordinary shares is GB00BK6JPP03.
Appendix
Summary of Irrevocable Undertakings
1. Inspecs Directors
The following Inspecs Directors have given irrevocable undertakings to accept, or procure the acceptance of, the Takeover Offer in respect of their own beneficial holdings (or those Inspecs Shares over which they have control) of Inspecs Shares. These Inspecs Directors have also irrevocably undertaken to vote against any competing proposal.
|
Name |
Total Number of Inspecs Shares* |
Percentage of existing issued ordinary share capital of Inspecs* |
Number of Inspecs Shares electing to receive the Alternative Offer |
|
Angela Farrugia |
31,904 |
0.03% |
0 |
|
Christopher Hancock |
23,448 |
0.02% |
0 |
|
Richard Peck |
9,523 |
0.01% |
9,523 |
|
Robin Totterman** |
19,024,262 |
18.71% |
18,174,209 |
|
Total |
19,089,137 |
18.78% |
18,183,732 |
*as at the Latest Practicable Date.
** Robin Totterman is unable to accept the Alternative Offer for 850,053 of his Inspecs Shares as the registered holder of these Inspecs Shares is his pension fund.
2. Inspecs Shareholders
Each of the following Inspecs Shareholders has given an irrevocable undertaking to accept, or procure the acceptance of, the Takeover Offer in respect of their own beneficial holdings (or those Inspecs Shares over which they have control) of Inspecs Shares. Of these Inspecs Shareholders only Luke Johnson has undertaken to elect to receive the Alternative Offer. Luke Johnson and Christopher Kay have also irrevocably undertaken to vote against any competing proposal.
Name |
Total Number of Inspecs Shares* |
Percentage of existing ordinary issued share capital of Inspecs* |
|
Luke Johnson |
5,959,270 |
5.86% |
|
Christopher Kay |
2,178,730 |
2.14% |
|
Downing LLP** |
5,207,636 |
5.12% |
|
Total |
13,345,636 |
13.12% |
*as at the Latest Practicable Date.
** since the date of the Scheme Document, Bidco acquired 3,381,133 Inspecs Shares purchased from Downing in its capacity as manager of certain funds.
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