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Extension of PUSU Deadline

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Inspecs Group PLC announced an extension of the PUSU deadline to December 18, 2025, for potential offers from H2 Equity Partners and a Consortium, as well as Safilo Group S.p.A. The highest proposal received is an 84 pence per share cash offer from H2, with an unlisted share alternative. Safilo's previous proposals to acquire the Eschenbach Group and BoDe businesses were rejected as undervalued, though Safilo continues to receive information. The company's issued share capital as of October 22, 2025, consisted of 101,671,525 ordinary shares.

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On 23 October 2025, the Board of Inspecs (the "Board") confirmed that it had received two separate, unsolicited proposals from H2 Equity Partners ("H2"), and Risk Capital Partners and Ian Livingstone (together, the "Consortium"), each setting out non-binding possible cash offers alongside the possibility of an alternative offer including unlisted securities to acquire the entire issued and to be issued share capital of Inspecs. Discussions with H2 have been ongoing since June 2025 and with the Consortium since August 2025.

In order to facilitate ongoing discussions with each of H2 and the Consortium, the Board has requested, and the Panel on Takeovers and Mergers (the "Takeover Panel") has consented to, an extension of the current deadline of 5.00 pm (London time) on 20 November 2025, by which time each of H2 and the Consortium was required to either announce a firm intention to make an offer for Inspecs in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for Inspecs, in which case the announcement would be treated as a statement to which Rule 2.8 of the Code applies (the "PUSU Deadline").

The Company also announced on 23 October 2025 that it had received a proposal from Safilo Group S.p.A ("Safilo") to acquire the Eschenbach Group and BoDe businesses of Inspecs. Following the announcement, the Company received two non-binding possible cash offers from Safilo to acquire the entire issued and to be issued share capital of Inspecs. The Board rejected these proposals on the basis that they were lower than those received from H2 and the Consortium, and because they fundamentally undervalued the Company. Notwithstanding this rejection and in line with its obligations under the Code, the Company continues to provide Safilo with access to the information that has been made available to H2 and the Consortium.

In accordance with Rule 2.6(c) of the Code, each of H2, the Consortium and Safilo is now required by no later than 5.00 pm (London time) on 18 December 2025, to either announce a firm intention to make an offer for Inspecs in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for Inspecs, in which case the announcement would be treated as a statement to which Rule 2.8 of the Code applies. The revised deadline may only be extended further at the request of the Board and with the consent of the Takeover Panel.

As at the date of this announcement, the highest proposal received by the Board from any of the parties named in this announcement comprises a cash offer of 84 pence per share from H2, with an unlisted share alternative (the "H2 Proposal").

This announcement is being made by Inspecs with the consent of H2. There can be no certainty that an offer will be made.

H2 reserves the right to make an offer for Inspecs on less favourable terms than those set out in this announcement: (i) with the agreement or recommendation of the Board; (ii) if a third party announces a possible offer or a firm intention to make an offer for Inspecs which, at that date, is of a value less than the value implied by the H2 Proposal; or (iii) following the announcement by Inspecs of a Rule 9 waiver transaction pursuant to the Code. H2 reserves the right to introduce other forms of consideration and/or vary the mix or composition of consideration of any offer. H2 reserves the right to reduce the terms of the H2 Proposal to take account of the value of any dividend or other distribution which is announced, declared, made or paid by Inspecs after the date of this announcement.

Rule 26.1 disclosure

Rule 2.9 information

The Ordinary Shares are voting shares (each such Ordinary Share carries one vote per Ordinary Share) and are admitted to trading on the main market of the London Stock Exchange under the International Securities Identification Number GB00BK6JPP03.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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