Inspecs Group (SPEC): Day 21 Acceptance Level Update

Inspecs Group

Day 21 Acceptance Level Update | Company Announcement | Investegate Fundraise Welcome About Contact Us Help Home Companies Advanced search Archive UK Short Positions Meetings UK Newswire New Login Register Day 21 Acceptance Level Update Summary by AI BETA Close X Bidco 1125 Limited has announced that as of March 16, 2026, it has received valid acceptances for 31.6% of Inspecs Group plc's issued share capital, totaling 32,174,537 shares, towards its recommended cash acquisition offer of 84 pence per share. Including Bidco's existing holding of 19.1% (19,458,611 shares), the total secured interest reaches 50.8% of the issued share capital, which is 51,633,148 shares. The offer, declared unconditional on March 13, 2026, remains open for acceptance, with a reminder that elections for the alternative offer must be received by 1:00 p.m. on March 30, 2026. Disclaimer* Risk Capital Ltd 17 March 2026 &#160; NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION FOR IMMEDIATE RELEASE 17 March 2026 RECOMMENDED CASH ACQUISITION of INSPECS GROUP PLC by BIDCO 1125 LIMITED ( a newly incorporated company indirectly owned by Luke Johnson and Ian Livingstone (the "Consortium")) Day 21 Acceptance Level Update &#160; 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. &#160; Inspecs Shareholders are reminded that Bidco declared the Offer Unconditional in all respects o n 13 March 2026. Capitalised words and expressions in this announcement shall, unless otherwise defined, have the meaning given in the Offer Document. Day 21 acceptance level update In accordance with Rule 17 of the Code, Bidco confirms that, as at 1.00 p.m. on 16 March 2026, Bidco had received valid acceptances of the Offer in respect of a total of 32,174,537 Inspecs Shares, representing approximately 31.6 per cent. of the existing issued share capital of Inspecs. Insofar as Bidco is aware: &#183;&#160;&#160;&#160;&#160;&#160; 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 31,222,238 Irrevocable Inspecs Shares, representing approximately 30.7 per cent. of the existing issued share capital of Inspecs. Accordingly, Bidco has not yet received valid acceptances in respect of 1,212,535 Irrevocable Inspecs Shares, representing approximately 1.2 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. &#183;&#160;&#160;&#160;&#160;&#160; 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 16 March 2026, Bidco counted, together with the 19,458,611 Inspecs Shares held by Bidco, 51,633,148 Inspecs Shares, representing approximately 50.8 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 16 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. Enquiries Inspecs Group plc c/o FTI Consulting FTI Consulting (Financial PR to Inspecs) +44 (0)20 3727 1000 Alex Beagley Harriet Jackson Amy Goldup Harleena Chana Peel Hunt (Financial Adviser, Rule 3 Adviser, Nominated Adviser and Broker to Inspecs) +44 (0)20 7418 8900 George Sellar Michael Nicholson Andrew Clark Bidco 1125 Limited c/o Cavendish Cavendish &#160; (Financial adviser to Bidco Group and the Consortium) +44 (0)20 7220 0500 Henrik Persson Matt Goode Fergus Sullivan Finn Gordon Fladgate LLP is acting as legal adviser to the Bidco Group and the Consortium in connection with the Acquisition. Macfarlanes LLP is acting as legal adviser to Inspecs in connection with the Acquisition. Further information Cavendish Capital Markets Limited ( Cavendish ), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as financial adviser exclusively for the Bidco Group and no one else in connection with the matters set out in this announcement and will not regard any other person as their client in relation to such matters and will not be responsible to anyone other than the Bidco Group for providing the protections afforded to clients of Cavendish nor for providing advice in relation to the contents of, or any matter referred to in, this announcement or any transaction or arrangement referred to herein. Neither Cavendish nor any of its subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cavendish in connection with this announcement, any statement contained herein, any transaction or arrangement referred to herein, or otherwise. Peel Hunt LLP ( Peel Hunt ), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as financial adviser, nominated adviser and b