Holding(s) in Company

Inspecs Group PLC

19 May 2026

 

TR-1: Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii:			Inspecs Group Plc (CRN: 11963910)
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with an "X")
An acquisition or disposal of voting rights						X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) iii:
3. Details of person subject to the notification obligation iv
Name			Topco 1125 Limited (CRN: 16863454)
City and country of registered office (if applicable)			London, England
4. Full name of shareholder(s) (if different from 3.) v
Name			Bidco 1125 Limited (CRN: 16864196)
City and country of registered office (if applicable)			London, England
5. Date on which the threshold was crossed or reached vi:			15/05/2026
6. Date on which issuer notified (DD/MM/YYYY):			18/05/2026
7. Total positions of person(s) subject to the notification obligation
	% of voting rights attached to shares (total of 8. A)	% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)		Total of both in % (8.A + 8.B)	Total number of voting rights held in issuer (8.A + 8.B) vii
Resulting situation on the date on which threshold was crossed or reached	68.48	0		68.48	69,620,565
Position of previous notification (if applicable)

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii
A: Voting rights attached to shares
Class/type of shares ISIN code (if possible)		Number of voting rights ix					% of voting rights
		Direct (DTR5.1)		Indirect  (DTR5.2.1)			Direct (DTR5.1)		Indirect (DTR5.2.1)
GB00BK6JPP03		69,620,565		0			68.48		0
SUBTOTAL 8. A		69,620,565					68.48
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument		Expiration date x	Exercise/ Conversion Period xi			Number of voting rights that may be acquired if the instrument is exercised/converted.			% of voting rights
			SUBTOTAL 8. B 1			N/A			N/A
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)
Type of financial instrument	Expiration date x		Exercise/ Conversion Period xi		Physical or cash Settlement xii			Number of voting rights	% of voting rights
					SUBTOTAL 8.B.2			N/A	N/A

9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) xiv				X
Name xv	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
Topco 1125 Limited (CRN: 16863454)	0	0	0
Midco 1125 Limited (CRN: 16863706)	0	0	0
Bidco 1125 Limited (CRN: 16864196)	68.48	0	68.48
10. In case of proxy voting, please identify:
Name of the proxy holder		N/A
The number and % of voting rights held		N/A
The date until which the voting rights will be held		N/A
11. Additional information xvi
Bidco 1125 Limited was incorporated for the purpose of carrying out the Acquisition (as defined below). The entire issued share capital of Bidco is owned by Midco 1125 Limited, whose entire issued share capital is owned by Topco 1125 Limited (Topco). Luke Johnson and Ian Livingstone each initially held 50 per cent. of the issued share capital of Topco. On 10 December 2025, the Issuer and Bidco announced agreement on the terms of a recommended cash acquisition by Bidco of the entire issued and to be issued share capital of the Issuer (Acquisition) with an unlisted securities alternative (Alternative Offer). On 20 February 2026, Bidco announced the switch to implement the Acquisition by way of a takeover offer (Offer). The offer document was published on 23 February 2026. Following the closure of the Offer on 15 May 2026, Bidco now holds 69,620,565 shares of the Issuer, representing approximately 68.48 per cent. of the voting rights in the Issuer. Following the implementation of the Alternative Offer, as of 18 May 2026, Luke Johnson and Ian Livingstone each hold 35.52 per cent. of the issued share capital of Topco and the remainder of the issued share capital of Topco is held by shareholders of the Issuer who accepted the Alternative Offer.

Place of completion	London, England
Date of completion	18 May 2026

 

END