No Intention to make an Offer For Inspecs Group

Safilo Group S.p.A.

15 December 2025

 

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

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE").

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

SAFILO GROUP S.P.A. 

NO INTENTION TO MAKE AN OFFER FOR INSPECS GROUP PLC

Further to the announcement by Inspecs Group plc ("Inspecs") on 10 December 2025, regarding the proposed acquisition of Inspecs by Bidco 1125 Limited ("Bidco 1125") at an offer price of 84 pence per Inspecs share, Safilo Group S.p.A. ("Safilo") confirms that it does not intend to make a firm offer for Inspecs.

This is an announcement under Rule 2.8 of the Takeover Code. As a result of this announcement, save with the consent of the Panel, Safilo (together with any persons acting in concert with it) will be bound by the restrictions set out in Rule 2.8 of the Takeover Code.

Under Note 2 to Rule 2.8 of the Takeover Code, Safilo (together with any persons acting in concert with it) reserves the right to set aside the restrictions set out in Rule 2.8 of the Takeover Code in the following circumstances:

·      if a third party (other than Bidco 1125) announces a firm intention to make an offer for Inspecs;

·      if Inspecs announces a Rule 9 waiver proposal (see Note 1 of the Notes on Dispensations from Rule 9 of the Takeover Code) or a reverse takeover (as defined in the Takeover Code); or

·      where the Takeover Panel determines there has been a material change of circumstances.

For further information:

Safilo                                                                                                  [phone]

Shore Capital (Financial Adviser to Safilo)                                        [phone]

William Marshall (Corporate Broking)                                                                                

Stephane Auton / George Payne (Corporate Advisory)

Important notice

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (either individually or collectively "Shore Capital"), which are authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting exclusively for Safilo and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other Safilo for providing the protections afforded to clients of Shore Capital or for providing advice in relation to the contents of, or matters referred to in, this announcement. Neither Shore Capital & Corporate Limited nor Shore Capital Stockbrokers Limited, nor any of their 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 Shore Capital in connection with this announcement, any statement contained herein or otherwise.

Additional information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.

The release, distribution or publication of this announcement in jurisdictions outside the United Kingdom may be restricted by laws of the relevant jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

The information contained within this announcement is considered by Safilo to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via a Regulatory Information Service, this inside information will be considered to be in the public domain.

 

END