Satisfaction of NSIA Condition
Bidco 1125 Limited has announced the satisfaction of the National Security and Investment Act 2021 condition for its recommended cash acquisition of Inspecs Group plc. This development follows the earlier announcement of the acquisition terms, which were initially planned as a scheme of arrangement but switched to a takeover offer, with the offer document published on February 23, 2026. The acquisition remains subject to other conditions, including the Acceptance Condition, and the expected timetable of events continues as previously outlined.
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SATISFACTION OF CONDITION RELATING TO THE NATIONAL SECURITY AND INVESTMENT ACT 2021
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 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"), to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), for a cash consideration of 84 pence per Inspecs share with a securities alternative.
On 20 February 2026, Bidco announced, with the consent of the board of directors of Inspecs and the Panel, the switch to implement the Acquisition by way of a Takeover Offer rather than by way of the Scheme (the "Offer"). The offer document containing the full terms and conditions of the Offer and the procedures for acceptance (the "Offer Document") was published on 23 February 2026.
The Offer Document set out that the Acquisition is conditional, amongst other things, on satisfaction of a Condition related to the NSI Act (the "NSI Act Condition") contained at paragraph 3.3 of Part III (Conditions to and further terms of the Acquisition) of the Offer Document.
Bidco is pleased to confirm that the NSI Act Condition has been satisfied.
The Acquisition remains subject to the satisfaction or (where capable of being waived) waiver of certain Conditions set out in the Offer Document, including (but not limited to) the Acceptance Condition.
The expected timetable of principal events remains as set out on page 15 of the Offer Document.
This announcement should be read in conjunction with the Offer Document. Capitalised words and expressions in this announcement have the meaning given in the Offer Document.
Bidco c/o Cavendish
| Cavendish (Financial Adviser to Bidco Group and the Consortium) Henrik Persson Matt Goode Fergus Sullivan Finn Gordon | +44 (0)20 7220 0500 |
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Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.