Acceptance Level Update
Bidco 1125 Limited has provided an update on its recommended cash acquisition of Inspecs Group plc, confirming that as of March 23, 2026, it had received valid acceptances for 39.6 million Inspecs Shares, representing 39.0% of the issued share capital. Including Bidco's existing holdings of 19.5 million shares and irrevocable undertakings, the total count towards the acceptance condition stands at 59.1 million shares, or 58.1% of the issued share capital. The offer, which was declared unconditional on March 13, 2026, remains open for acceptance, with Bidco intending to compulsorily acquire any remaining shares if sufficient acceptances are received.
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Introduction
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") 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 a scheme of arrangement (the "Offer"). The offer document containing the full terms and conditions of the Offer and the procedures for acceptance (the "Offer Document") was published and posted to shareholders on 23 February 2026.
Inspecs Shareholders are reminded that Bidco declared the Offer Unconditional in all respects on 13 March 2026.
Acceptance level update
In accordance with Rule 17 of the Code, Bidco confirms that, as at 1.00 p.m. on 23 March 2026, Bidco had received valid acceptances of the Offer in respect of a total of 39,618,916 Inspecs Shares, representing approximately 39.0 per cent. of the existing issued share capital of Inspecs.
Insofar as Bidco is aware:
· out of the 32,434,773 Inspecs Shares which are the subject of irrevocable undertakings to accept the Offer (the "Irrevocable Inspecs Shares"), Bidco has received valid acceptances in respect of a total of 31,362,712 Irrevocable Inspecs Shares, representing approximately 30.8 per cent. of the existing issued share capital of Inspecs. Accordingly, Bidco has not yet received valid acceptances in respect of 1,072,061 Irrevocable Inspecs Shares, representing approximately 1.1 per cent. of the existing issued share capital of Inspecs. Bidco is informed that these acceptances are subject to clerical delay on the part of nominees holding these Irrevocable Inspecs Shares on behalf of relevant individuals.
- included within the valid acceptances of the Offer received by Bidco and within the Irrevocable Inspecs Shares, are valid acceptances from Luke Johnson in respect of 5,959,270 Inspecs Shares. Luke is considered to be a joint offeror and acting in concert with Bidco.
In addition, as announced on 6 February 2026, Bidco holds a total of 19,458,611 Inspecs Shares, representing approximately 19.1 per cent. of the existing issued share capital of Inspecs.
Therefore, as at 1.00 p.m. on 23 March 2026, Bidco counted, together with the 19,458,611 Inspecs Shares held by Bidco, 59,077,527 Inspecs Shares, representing approximately 58.1 per cent. of the existing issued share capital of Inspecs, towards the satisfaction of the Acceptance Condition to the Offer.
The percentages of Inspecs Shares referred to in this announcement are based on figures of 101,671,525 Inspecs Shares in issue as at close of business in London on 23 March 2026 (being the last Business Day prior to the date of this announcement).
Action to be taken by Inspecs Shareholders
The Offer, which remains subject to the terms and conditions set out in the Offer Document and the Form of Acceptance (in respect of Inspecs Shareholders who hold their Inspecs Shares in certificated form only), shall remain open for acceptance by all Inspecs Shareholders. Bidco will give at least 14 days' notice by an announcement before the Offer is closed for acceptances.
The Election Return Time, as defined and more fully described in the Offer Document, shall now be read as being 1.00 p.m. on 30 March 2026 and Inspecs Shareholders are reminded that any elections for the Alternative Offer that are received after the Election Return Time will be void as to acceptance of the Alternative Offer and such Inspecs Shareholders who accept the Offer after that time will be deemed to have accepted the Cash Offer and shall instead receive the Cash Consideration in accordance with the terms of the Cash Offer.
Inspecs Shareholders who have not yet accepted the Offer are urged to do so as soon as possible in accordance with the procedures set out in Part D (for Inspecs Shareholders who hold their Inspecs Shares in certificated form) and Part E (for Inspecs Shareholders who hold their Inspecs Shares in uncertificated form, that is in CREST) of Part III (Conditions to and Further Terms of the Acquisition) of the Offer Document.
Macfarlanes LLP is acting as legal adviser to Inspecs in connection with the Acquisition.
Dealing and Opening Position Disclosure Requirements
Requesting hard copy documents
General
Now that the Takeover Offer has been declared unconditional, provided that sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining Inspecs Shares in respect of which the Takeover Offer has not been accepted.
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.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.