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Closure of the Offer

In brief · summary, not quotable

Bidco 1125 Limited announces that its recommended cash acquisition offer for Inspecs Group plc, initially agreed at 84 pence per share, will close for acceptance on May 15, 2026. The offer, which switched from a scheme of arrangement to a takeover offer and was declared unconditional on March 13, 2026, urges Inspecs shareholders to accept the offer promptly. Shareholders holding shares in uncertificated form should verify acceptance deadlines with their nominee platforms, as these may be earlier than the final closing date.

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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.

On 13 March 2026, Bidco declared the Offer Unconditional in all respects.

Notice of closing of the Offer

Bidco announces that the Offer will close for acceptance at 6.00 p.m. on 15 May 2026.

Inspecs Shareholders are urged to accept the Offer as soon as possible and in any event by the deadline set out above.

The procedures for acceptance are 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. The Alternative Offer is no longer open for acceptance.

Inspecs Shareholders who hold their shares in uncertificated form should note that the deadlines to accept the Offer within their respective nominee platforms are likely to fall earlier than 6.00 p.m. on 15 May 2026. It is recommended that such Inspecs Shareholders check directly with their respective platform for further details.

Inspecs Shareholders who hold their shares in certificated form and require a replacement Form of Acceptance should contact Equiniti Limited as soon as possible, either by post at Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, or by telephone on +44 (0)371 384 2050 between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales). For deaf and speech-impaired shareholders, calls can be made via Relay UK. Please see www.relayuk.bt.com for more information.

Requesting hard copy documents

General

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

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