Switch to a Takeover Offer

THIS ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INSPECS SHAREHOLDERS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE ALTERNATIVE OFFER EXCEPT ON THE BASIS OF INFORMATION IN THE OFFER DOCUMENT WHICH IS EXPECTED TO BE PUBLISHED ON 23 FEBRUARY 2026.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

SWITCH FROM SCHEME OF ARRANGEMENT TO A TAKEOVER OFFER

For

Inspecs Group PLC

by

Bidco 1125 Limited

(a newly formed company indirectly owned by Luke Johnson and Ian Livingstone)

THE ACQUISITION WILL NOW BE IMPLEMENTED BY WAY OF A TAKEOVER OFFER ON THE BASIS SET OUT IN THE OFFER DOCUMENT.

IF YOU HAVE SUBMITTED A VOTE IN RELATION TO THE ACQUISITION UNDER THE SCHEME OR MADE AN ELECTION TO RECEIVE THE ALTERNATIVE OFFER UNDER THE SCHEME, SUCH VOTE OR ELECTION WILL NO LONGER BE VALID. YOU WILL NEED TO TAKE THE ACTIONS SET OUT IN THE OFFER DOCUMENT TO ACCEPT THE OFFER (AND, IF APPLICABLE, ELECT TO RECEIVE THE ALTERNATIVE OFFER).

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 to be made by Bidco (which is indirectly owned by Luke Johnson and Ian Livingstone (together the Consortium)) for the entire issued and to be issued share capital of Inspecs (Acquisition), to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (Scheme), or, if Bidco elects, with the consent of the board of directors of Inspecs and the Panel, a Takeover Offer under Part 28 of the Companies Act 2006 (Takeover Offer).

Unless otherwise defined in this announcement, capitalised terms used but not defined in this announcement shall have the meanings given to them in the scheme document in respect of the Acquisition published and made available to Inspecs Shareholders on 15 January 2026 (Scheme Document).

On 6 February 2026, Inspecs announced the adjournment of each of the Court Meeting and the General Meeting from 9 February 2026 to 23 February 2026.

Bidco today announces a switch from the Scheme to a Takeover Offer. Bidco expects to publish and make available the Offer Document on 23 February 2026.

The board of directors of Inspecs has resolved, as more fully set out below, to recommend the Takeover Offer to Inspecs Shareholders.

The Cash Offer and the Alternative Offer

Under the terms of the Cash Offer, each holder of Inspecs Shares (excluding those Inspecs Shares held by Bidco and Luke Johnson) will be entitled to receive:

for each Inspecs Share: 84 pence in cash

The Takeover Offer values the entire issued, and to be issued, ordinary share capital of Inspecs at approximately £85.4 million on a fully diluted basis.

The Cash Offer represents a premium of approximately:

• 107.41 per cent. to the Closing Price of 40.5 pence per Inspecs Share on 22 October 2025 (being the last Business Day before the date of the Possible Offer Announcement);
• 91.91 per cent. to the average price of 43.8 pence per Inspecs Share for the three month period ended at the close of business on the last Business Day before the date of the Possible Offer Announcement; and
• 81.96 per cent. to the average price of 46.2 pence per Inspecs Share for the 12 month period ended at the close of business on the last Business Day before the date of the Possible Offer Announcement.

The Alternative Offer will remain available to Inspecs Shareholders (other than Inspecs Shareholders in Restricted Jurisdictions) on terms unchanged to those previously described in the Scheme Document and to be described in the Offer Document. As the Acquisition is now being implemented by way of a Takeover Offer, if you have submitted an election via a Form of Election or Electronic Election in relation to the Alternative Offer under the Scheme, such election will no longer be valid, and you will need to take action to be set out in the Offer Document to accept the Alternative Offer.

Switch from a Scheme to a Takeover Offer

The boards of directors of Bidco and Inspecs are of the view that the terms and conditions of the Acquisition are in the best interests of Inspecs Shareholders as a whole, and therefore, in order to increase the certainty of the Acquisition becoming Effective, Bidco has determined, with the consent of Inspecs and the Panel, to implement the Acquisition by way of a recommended Takeover Offer, rather than by way of the Scheme.

As a result, the Acquisition will no longer be implemented by way of the Scheme as previously announced in the Rule 2.7 Announcement (as defined below) and the Scheme Document. Inspecs Shareholders will need to take the actions to be set out in the Offer Document to accept the Offer. Inspecs Shareholders are encouraged to accept the Offer as soon as possible after the publication of the Offer Document.

The Takeover Offer is conditional on valid acceptances of more than 50 per cent. of the voting rights normally exercisable at general meetings of Inspecs (as described in more detail in the definition of Acceptance Condition below) and all other Conditions (as detailed below) being satisfied or (if capable of waiver) waived.

In this regard, Bidco observes that it has received irrevocable undertakings from Inspecs Shareholders which represent approximately 31.9 per cent. of Inspecs' existing issued share capital (including an irrevocable from Luke Johnson in respect of his holding of approximately 5.9 per cent. of Inspecs' existing issued share capital). In addition, as announced on 6 February 2026, Bidco holds approximately 19.1 per cent. of Inspecs' existing issued share capital, as further described below and as set out in the Appendix to this announcement.

Accordingly, the total number of Inspecs Shares held by Bidco, together with those subject to irrevocable undertakings, is 51,893,384 representing approximately 51.0 per cent of Inspecs' voting rights.

Cancellation of Court Meeting and General Meeting

The business to be dealt with at the Court Meeting and the General Meeting relating to the Scheme is now rendered redundant by virtue of the fact that the Acquisition is now to be implemented by way of a Takeover Offer and not by way of the Scheme. Accordingly, any proxy votes lodged with respect to the Scheme are now invalid.

The Inspecs Directors strongly advise that Inspecs Shareholders do not attempt to attend the Court Meeting and the General Meeting that were scheduled for 23 February 2026 as those meetings, by virtue of this announcement, will not now take place.

Conditions

Save where set out in this announcement, the terms and conditions of the Acquisition remain unchanged from those set out in the Scheme Document (subject to appropriate amendments to reflect the change in structure by which the Acquisition is to be implemented). The Conditions will be amended only insofar as required to reflect the implementation of the Acquisition by way of the Takeover Offer. The amended conditions will be set out in full in the Offer Document (Conditions).

The Acquisition is conditional on, among other things, valid acceptances being received (and not, where permitted, validly withdrawn in accordance with the rules and requirements of the Takeover Code and the terms of the Offer) by not later than 1.00 pm on the unconditional date of the Takeover Offer (or such later time(s) and/or date(s) as Bidco may, subject to the rules of the Takeover Code and with the consent of the Panel (if required), decide) in respect of such number of Inspecs Shares which, together with the Inspecs Shares acquired or unconditionally agreed to be acquired before or during the Offer Period (whether pursuant to the Takeover Offer or otherwise), will result in Bidco holding Inspecs Shares carrying in aggregate more than 50 per cent. of the voting rights normally exercisable at general meetings of Inspecs, including (to the extent, if any, required by the Panel for this purpose) any such voting rights attaching to any Inspecs Shares that are unconditionally allotted or issued before the Takeover Offer becomes or is declared unconditional, whether pursuant to the exercise of any outstanding subscription rights or conversion rights or otherwise (Acceptance Condition). Unless the Panel agrees otherwise, the Acceptance Condition shall only be capable of being satisfied when all other Conditions have been satisfied or waived.

Recommendation

The Inspecs Directors, who have been so advised by Peel Hunt as to the financial terms of the Cash Offer, consider the terms of the Cash Offer to be fair and reasonable. In providing its advice to the Inspecs Directors, Peel Hunt has taken into account the commercial assessments of the Inspecs Directors. Peel Hunt is providing independent financial advice to the Inspecs Directors for the purposes of Rule 3 of the Takeover Code.

The Inspecs Directors continue to consider that the terms of the Cash Offer and the Acquisition are in the best interests of the Inspecs Shareholders as a whole. Accordingly, the Inspecs Directors unanimously recommend that the Inspecs Shareholders accept or procure acceptance of the Takeover Offer, as the Inspecs Directors who currently hold or control Inspecs Shares have irrevocably undertaken to do (or instruct to be done) in respect of their and their Connected Persons' entire beneficial holdings of Inspecs Shares, being, in aggregate, 19,089,137 Inspecs Shares (representing approximately 18.78 per cent. of the existing issued ordinary share capital of Inspecs as at close of business on 19 February 2026 (Latest Practicable Date)). Further details of these undertakings are set out in the Appendix to this announcement.

Peel Hunt is unable to advise the Inspecs Directors as to whether or not the financial terms of the Alternative Offer are fair and reasonable. This is because of the significant and variable impact of the disadvantages and advantages of the Alternative Offer for individual Inspecs Shareholders, in particular, the ability to participate in the future value creation of Inspecs and, in terms of the disadvantages, in particular, the terms of the Consideration Shares and the Consideration Loan Notes, including the fact that they are illiquid, the level of uncertainty in their future value and the potential dilution that would result if a Rollover Shareholder did not fund their pre-emptive entitlement pursuant to any further issue of securities by Topco or Midco in the period following the Effective Date.

Accordingly, the Inspecs Directors are unable to form an opinion as to whether or not the terms of the Alternative Offer are fair and reasonable and are not making any recommendation to Inspecs Shareholders as to whether or not they should elect for the Alternative Offer.

Robin Totterman and Richard Peck have irrevocably each undertaken to elect for the Alternative Offer in respect all of their current beneficial holdings of Inspecs Shares (except for, in the case of Robin Totterman, 850,053 Inspecs Shares that are held in a pension fund that cannot hold unlisted securities), as they each wish to hold an investment in Inspecs and each of their personal circumstances mean that they are willing to hold unlisted, non-transferrable instruments, and these factors, combined with their personal view of the long-term potential of the Inspecs business under private ownership, outweigh the other disadvantages as set out in Part VI of the Scheme Document and to be set out in Part V of the Offer Document.

Irrevocable undertakings and share dealings

All of the irrevocable undertakings described in the Scheme Document, except to the extent set out in the announcement made by Bidco on 6 February 2026, continue to remain applicable and valid in relation to the Takeover Offer, such that Bidco has received irrevocable undertakings to accept the Takeover Offer in respect of a total of 32,434,773 Inspecs Shares (including an irrevocable from Luke Johnson with respect of his holding of 5,959,270 Inspecs Shares), representing approximately 31.9 per cent. of the existing ordinary share capital of Inspecs as at close of business on the Latest Practicable Date.

In addition, on 6 February 2026, Bidco purchased a total of 19,458,611 Inspecs Shares, representing approximately 19.1 per cent. of the existing issued ordinary share capital of Inspecs as at close of business on the Latest Practicable Date.

For the avoidance of doubt, the Inspecs Shares so purchased included 3,381,133 Inspecs Shares purchased from Downing (in its capacity as manager of certain funds), which were previously subject to an irrevocable undertaking received by Bidco. The terms of this irrevocable undertaking are unchanged and continue to apply to the remaining 5,207,636 Inspecs Shares (representing approximately 5.1 per cent. of the existing issued ordinary share capital of Inspecs as at close of business on the Latest Practicable Date) which were subject to that irrevocable undertaking.

Intentions of Bidco

Bidco and the Consortium confirm that the switch in offer structure does not change their intentions as regards the business of Inspecs as set out in section 9 of the announcement pursuant to rule 2.7 of the Takeover Code (Rule 2.7 Announcement) and the Scheme Document..

Offer Document

The Offer Document containing, amongst other things, the full terms and conditions of the Acquisition and the actions to be taken by the Inspecs Shareholders with regard to the procedure for acceptance, together with the related form of acceptance and election, is expected to be published and posted on 23 February 2026 (subject to certain restrictions relating to persons residing in Restricted Jurisdictions). Subject to the same restrictions, the Offer Document will also be made available by Inspecs on its website at www.inspecs.com/investor-relations and the website of Risk Capital Partners at www.riskcapitalpartners.co.uk/offer-for-inspecs-group-plc/documents/.

Timetable

Further details of the expected timetable are to be set out in the Offer Document. Bidco confirms that the Long Stop Date for the Takeover Offer will be 30 June 2026 as set out previously in the Rule 2.7 Announcement and the Scheme Document.

Inspecs Share Plans

Participants in the Inspecs Share Plans will be contacted regarding the effect of the Acquisition on their rights under the Inspecs Share Plans.

As previously described in the Scheme Document, pursuant to the terms of the Cooperation Agreement, it has been agreed that Bidco will not make proposals under Rule 15 of the Takeover Code to the participants in the Inspecs Share Plans on the basis that none of the outstanding options under the Inspecs Share Plans are expected to be exercised.

Other Consequences of the Takeover Offer

If, following the Takeover Offer becoming or being declared unconditional, Bidco has not acquired or agreed to acquire at least 75 per cent. of the issued share capital of Inspecs, Bidco will not, by virtue of its own shareholding be in a position to procure the cancellation of admission to trading on AIM of Inspecs Shares and the cancellation would need to be approved at a meeting of shareholders of Inspecs. Bidco reiterates statements in the Scheme Document with regard to its view that a private company environment would be more appropriate for Inspecs, particularly as the proportion of Inspecs Shares in public hands will likely be highly limited following the Offer becoming or being declared unconditional. It remains the intention of Bidco therefore in due course to seek the cancellation of admission to trading on AIM of Inspecs Shares and Bidco intends to explore its options in this regard. In the meantime, Bidco will have significant control over Inspecs and intends for Inspecs to comply only with the minimum requirements prescribed by applicable laws and regulations for public companies admitted to trading on AIM.

If the Takeover Offer becomes or is declared unconditional, Bidco could also increase its aggregate shareholding in Inspecs without restriction (save for the restriction in Rule 35.3 of the Takeover Code regarding the acquisition of Inspecs Shares at a price higher than the offer price in the six months following the Takeover Offer becoming unconditional) and may, in due course, acquire 75 per cent. or more of the voting rights of Inspecs. In the meantime, Inspecs Shares in respect of which the Takeover Offer has not been accepted at that time are likely to be affected by significantly reduced trading volume and reduced liquidity as a consequence.

None of the statements in this section constitute "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

Bidco c/o Cavendish

Macfarlanes LLP is acting as legal adviser to Inspecs in connection with the Acquisition.

Bidco is preparing the Offer Document to be distributed to Inspecs Shareholders at no cost to them. Inspecs and Bidco urge Inspecs Shareholders to read the Offer Document because it will contain important information relating to the Acquisition.

Inspecs's Legal Entity Identifier is 2138008Z4S4DHR6NE933.

Dealing and Opening Position Disclosure Requirements

Requesting hard copy documents

General

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, Inspecs confirms that, as at the Latest Practicable Date, it had in issue 101,671,525 ordinary shares of £0.01 each admitted to trading on the Alternative Investment Market (AIM) of the London Stock Exchange. Inspecs does not hold any ordinary shares in treasury. The ISIN for the ordinary shares is GB00BK6JPP03.

Appendix

Summary of Irrevocable Undertakings

Inspecs Directors

The following Inspecs Directors have given irrevocable undertakings to accept, or procure the acceptance of, the Takeover Offer in respect of their own beneficial holdings (or those Inspecs Shares over which they have control) of Inspecs Shares. These Inspecs Directors have also irrevocably undertaken to vote against any competing proposal.

*as at the Latest Practicable Date.

** Robin Totterman is unable to accept the Alternative Offer for 850,053 of his Inspecs Shares as the registered holder of these Inspecs Shares is his pension fund.

Inspecs Shareholders

Each of the following Inspecs Shareholders has given an irrevocable undertaking to accept, or procure the acceptance of, the Takeover Offer in respect of their own beneficial holdings (or those Inspecs Shares over which they have control) of Inspecs Shares. Of these Inspecs Shareholders only Luke Johnson has undertaken to elect to receive the Alternative Offer. Luke Johnson and Christopher Kay have also irrevocably undertaken to vote against any competing proposal.

*as at the Latest Practicable Date.

** since the date of the Scheme Document, Bidco acquired 3,381,133 Inspecs Shares purchased from Downing in its capacity as manager of certain funds.