Share Dealing
Bidco 1125 Limited has acquired 19,458,611 Inspecs Shares at 75 pence per share, representing approximately 19.1% of the company's issued share capital, as part of a recommended cash acquisition. This purchase includes shares from Downing and is in addition to irrevocable undertakings secured from other shareholders for 31.9% of Inspecs' shares, bringing Bidco's total secured stake to 51%. Bidco reserves the right to implement the acquisition via a takeover offer instead of the previously announced scheme of arrangement.
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(a newly formed company indirectly owned by Luke Johnson and Ian Livingstone)
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
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 pursuant to which Bidco will acquire the entire issued and to be
issued ordinary share capital of Inspecs (Acquisition). The Acquisition is intended to be
implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the
Companies Act although Bidco reserves the right to elect to implement the Acquisition by way of
a Takeover Offer (subject to the consent of the Panel). The scheme document in relation to the
Acquisition was published on 15 January 2026 (Scheme Document).
Bidco announces that it has today purchased a total of 19,458,611 Inspecs Shares at a price of 75
pence per Inspecs Share, representing approximately 19.1 per cent. of Inspecs' existing issued
share capital.
The Inspecs Shares so purchased includes 3,381,133 Inspecs Shares purchased from Downing
in its capacity as manager of certain funds ("Downing") which were previously subject to the
irrevocable undertaking detailed in paragraph 5 of Part X (Additional Information) of the Scheme
Document. The terms of this irrevocable undertaking are unchanged and continue to apply to the
remaining 5,207,636 Inspecs Shares, representing 5.1 per cent. of Inspecs' existing issued share capital.
In addition, as set out in the Scheme Document, Bidco has also received irrevocable undertakings
from other Inspecs Shareholders interested in a further 27,227,137 Inspecs Shares (including an irrevocable from Luke Johnson with respect of his holding of 5,959,270 Inspecs Shares).
Accordingly, in addition to the Inspecs shares purchased today, Bidco has received irrevocable undertakings with respect to the Acquisition over Inspecs Shares representing 31.9 per cent of Inspecs' existing issued share capital (in addition to the Inspecs Shares acquired today).
Unless otherwise defined in this announcement, capitalised words and phrases used in this announcement shall have the same meanings given to them in the Scheme Document.
Dealing and Opening Position Disclosure Requirements
General
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.