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Intended publication date of Scheme Document

In brief · summary, not quotable

Inspecs Group PLC announced that it intends to publish a circular regarding the recommended cash acquisition by Bidco 1125 Limited on January 15, 2026, subject to court approval. This acquisition, initially announced on December 10, 2025, is to be effected by a Scheme of Arrangement, though Bidco reserves the right to implement it via a Takeover Offer. The announcement confirms that both Bidco and the Panel have consented to the Scheme Document being sent more than 28 days after the initial announcement.

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(a newly incorporated company established by Luke Johnson and Ian Livingstone (the "Consortium"))

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Intended publication date of Scheme Document

On 10 December 2025, the boards of directors of Inspecs Group plc ("Inspecs" or the "Company") and Bidco 1125 Limited ("Bidco"), a newly formed company established by the Consortium, announced (the "Rule 2.7 Announcement") that they had reached agreement on the terms of a recommended cash acquisition by Bidco of the entire issued and to be issued share capital of the Company (the "Acquisition"). It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), although Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer (subject to the consent of the Panel).

Inspecs announces that, subject to Court approval, it intends to publish and send to shareholders and persons with information rights a circular relating to the Scheme (the "Scheme Document") on 15 January 2026. The date on which the Scheme Document is proposed to be sent is more than 28 days after the date of the Rule 2.7 Announcement.

Bidco and the Panel have consented to the Scheme Document being sent more than 28 days after the date of the Rule 2.7 Announcement.

Capitalised words and expressions not otherwise defined in this announcement shall have the meaning given in the Rule 2.7 Announcement.

Fladgate LLP is providing legal advice to Bidco and the Consortium and Macfarlanes LLP is providing legal advice to Inspecs.

Disclaimers

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.

Dealing and Opening Position Disclosure Requirements

Requesting hard copy documents

General

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.

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

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