14th Dec 2007 07:00
Angus Newco Limited14 December 2007 THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE ORIN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA OR AUSTRALIA OR ANY OTHERJURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION Announcement for Immediate Release 13 December 2007 RECOMMENDED CASH OFFER by ANGUS NEWCO LIMITED (a company backed by the 3i Investors) for INSPICIO PLC Summary The Directors of Angus Newco and the Independent Directors of Inspicio arepleased to announce that they have reached agreement on the terms of arecommended cash offer to be made by Angus Newco. Highlights • The Offer will be made at a price of 225 pence in cash for each Inspicio Share and represents a premium of approximately: - 17.8 per cent. to the Closing Price of 191 pence per Inspicio Share on 11 October 2007, the last business day prior to the commencement of the Offer Period; - 33.5 per cent. to the average Closing Price of 168.5 pence per Inspicio Share for the six month period prior to the commencement of the Offer Period; and - 25.0 per cent. to 180 pence per Inspicio Share, the price at which Inspicio placed 8,888,889 Inspicio Shares on 8 June 2007. • The Offer values the existing issued share capital of Inspicio at approximately £228.6 million. • Angus Newco is a newly-incorporated company which has been formed for the purposes of making the Offer. Upon completion of the Investment Agreement, following the Offer having become or been declared unconditional in all respects, Angus Holdco, of which Angus Newco will be a wholly-owned subsidiary, will be owned by the 3i Investors and 3i (who will own a majority shareholding), together with the Executive Management Team. The Executive Management Team includes Mark Silver (Chief Executive) and Richard McBride (Finance Director) of Inspicio. In addition, Keith Tozzi (Chairman) has agreed to become a strategic consultant to the business following completion and intends to make a small investment in Angus Holdco. • The Independent Directors are not connected with Angus Newco and have taken responsibility for considering the Offer on behalf of Inspicio Shareholders and for making the recommendation that Inspicio Shareholders accept the Offer and that Independent Shareholders vote in favour of the Resolution at the General Meeting. • The Independent Directors, who have been so advised by Kaupthing, consider the terms of the Offer to be fair and reasonable and unanimously recommend that Inspicio Shareholders accept the Offer, and that Independent Shareholders vote in favour of the Resolution at the General Meeting. In providing its advice to the Independent Directors, Kaupthing has taken into account the Independent Directors' commercial assessments. • The Independent Directors have given Angus Newco irrevocable undertakings to accept, or (where applicable) procure the acceptance of, the Offer, and to vote, or (where applicable) procure that the registered holder votes, in favour of the Resolution at the General Meeting in respect of all of their respective beneficial holdings of Inspicio Shares, amounting, in aggregate, to 40,000 Inspicio Shares, representing approximately 0.039 per cent. of the existing issued share capital of Inspicio. These undertakings will continue to be binding even in the event of a higher competing offer for Inspicio, unless the Offer lapses or is withdrawn. • Members of the Executive Management Team together with Keith Tozzi have given Angus Newco irrevocable undertakings to accept, or (where applicable) procure the acceptance of, the Offer in respect of all of their respective beneficial holdings, amounting, in aggregate, to 971,860 Inspicio Shares, representing approximately 0.96 per cent. of the existing issued share capital of Inspicio. These undertakings will continue to be binding even in the event of a higher competing offer for Inspicio, unless the Offer lapses or is withdrawn. • Angus Newco has also received irrevocable undertakings to accept the Offer in respect of a further 5,014,444 Inspicio Shares, representing, in aggregate, approximately a further 4.94 per cent. of the existing issued share capital of Inspicio. • In addition, Angus Newco has received non-binding letters of intent to accept the Offer in respect of a total of 14,518,508 Inspicio Shares, representing, in aggregate, approximately a further 14.29 per cent. of the existing issued share capital of Inspicio. • Accordingly, Angus Newco has received, in aggregate, irrevocable undertakings and non-binding letters of intent to accept the Offer in respect of 20,544,812 Inspicio Shares, representing approximately 20.22 per cent. of the existing issued share capital of Inspicio. Commenting on the Offer, Alan Giddins, Global Head of Business Services at 3i,said: "Business Services is a key sector focus for 3i and we are delighted to be in aposition to invest in Inspicio. We are looking forward to working with themanagement team, led by Mark Silver, to help the business achieve its fullpotential. Inspicio's business reflects 3i's global presence and the underlyingorganic growth prospects for Inspicio remain strong. In addition, we arecommitted to supporting Inspicio's acquisitive strategy to continue to build itsinternational presence in its core markets." Commenting on the Offer on behalf of the Independent Directors, Lesley Jamessaid: "Today, the Independent Directors have pleasure in bringing to a close a processthat started over two months ago. In that time we have evaluated all aspects ofthe offer from 3i, as well as proposals from a number of other potentialbidders. We have concluded that the offer from 3i is in the best interests ofInspicio's shareholders as a whole and recommend that shareholders accept theoffer." Commenting on the Offer, Mark Silver said: "This is a good deal for Inspicio and provides an opportunity for the company tofulfill its potential. It will enable us to exploit fully the growthopportunities in the global testing and inspection market with the support of along-term investor who understands our business and our strategy." This summary should be read in conjunction with, and is subject to, the fulltext of the following announcement. The Offer will be made subject to theconditions set out in Appendix A to this announcement and to the full terms andconditions to be set out in the Offer Document and (in respect of certificatedInspicio Shares) in the Form of Acceptance. Enquiries: Angus Newco Limited / 3i Investments plc Tel: +44 (0)20 7975 3130Alan GiddinsDavid Holligon Rothschild (financial adviser to Angus Newco and 3i) Tel: +44 (0)20 7280 5000Stuart VincentPaul SimpsonDev Tanna JPMorgan Cazenove (corporate broker to Tel: +44 (0)20 7588 2828Angus Newco and 3i) Jonathan WilcoxBarry Meyers The Maitland Consultancy (3i PR enquiries) Tel: + 44 (0)20 7379 5151Angus Maitland Inspicio plc Tel: +44 (0) 20 7004 2780Lesley James Citigroup Global Markets Limited (financial adviser Tel: +44 (0) 20 7986 4000and broker to Inspicio) Dimitrios GeorgiouJames IrelandAndrew Chapman (Corporate Broking) Kaupthing Singer & Friedlander Limited (financial Tel: +44 (0) 20 3205 5000adviser and Rule 3 adviser to Inspicio) Benjamin LeeCameron JackPaul Wedge (Corporate Broking) Landsbanki (broker to Inspicio) Tel: +44 (0) 20 7426 9000Rashmi Sinha (Corporate Broking) Altium (NOMAD to Inspicio) Tel: +44 (0) 20 7484 4040Nick Tulloch Brunswick Group LLP (Inspicio public relations) Tel: +44 (0) 20 7404 5959Chris Blundell In accordance with Rule 2.10 of the City Code, Inspicio confirms that it has101,599,193 ordinary shares of 10 pence each in issue. The International Securities Identification Number (ISIN) for Inspicio'sordinary shares is GB00B07BZ776. Appendix A sets out the conditions to the Offer. Appendices B and C set out further information, including the bases and sourcesof information from which the financial and other calculations used in thisannouncement have been derived. Appendix D contains definitions of certain terms used in this summary and thefollowing announcement. N M Rothschild & Sons Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for 3iInvestments, the 3i Investors and Angus Newco and no one else in connection withthe Offer and will not be responsible to anyone other than 3i Investments, the3i Investors and Angus Newco for providing the protections afforded to clientsof N M Rothschild & Sons Limited nor for providing advice in relation to theOffer, the contents of this announcement, or any transaction or arrangementreferenced herein. Citigroup Global Markets Limited, which is authorised and regulated in theUnited Kingdom by the Financial Services Authority, is acting exclusively forInspicio and no one else in connection with the Offer and will not beresponsible to anyone other than Inspicio for providing the protections affordedto customers of Citigroup Global Markets Limited nor for providing advice inrelation to the Offer, the contents of this announcement, or any transaction orarrangement referenced herein. Kaupthing Singer & Friedlander Limited, which is authorised and regulated in theUnited Kingdom by the Financial Services Authority, is acting exclusively forInspicio and no one else in connection with the Offer and will not beresponsible to anyone other than Inspicio for providing the protections affordedto customers of Kaupthing Singer & Friedlander Limited nor for providing advicein relation to the Offer, the contents of this announcement, or any transactionor arrangement referenced herein. Landsbanki Securities (UK) Limited, which is authorised and regulated in theUnited Kingdom by the Financial Services Authority, is acting exclusively forInspicio and no one else in connection with the Offer and will not beresponsible to anyone other than Inspicio for providing the protections affordedto customers of Landsbanki Securities (UK) Limited nor for providing advice inrelation to the Offer, the contents of this announcement, or any transaction orarrangement referenced herein. Altium Capital Limited, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting exclusively for Inspicio and noone else in connection with the Offer and will not be responsible to anyoneother than Inspicio for providing the protections afforded to customers ofAltium Capital Limited nor for providing advice in relation to the Offer, thecontents of this announcement, or any transaction or arrangement referencedherein. This announcement is not intended to, and does not, constitute or form part ofany offer, invitation or the solicitation of an offer to purchase, otherwiseacquire, subscribe for, sell or otherwise dispose of, any securities or thesolicitation of any vote or approval in any jurisdiction pursuant to thisannouncement or otherwise. The Offer will be made solely by the Offer Document,when issued, which will contain the full terms and conditions of the Offer,including details of how the Offer may be accepted. This announcement has been prepared for the purpose of complying with Englishlaw and the City Code and the information disclosed may not be the same as thatwhich would have been disclosed if this announcement had been prepared inaccordance with the laws of jurisdictions outside the UK. The distribution of this announcement in jurisdictions other than the UK and theavailability of the Offer to Inspicio Shareholders who are not resident in theUK may be affected by the laws of relevant jurisdictions. Therefore any personswho are subject to the laws of any jurisdiction other than the UK or InspicioShareholders who are not resident in the UK will need to inform themselvesabout, and observe, any applicable requirements. Unless otherwise determined by Angus Newco or required by the City Code andpermitted by applicable law and regulation, the Offer is not being, and will notbe, made, directly or indirectly, in or into or by the use of the mails of, orby any other means or instrumentality (including, without limitation, electronicmail, facsimile transmission, telex, telephone, internet or other forms ofelectronic communication) of interstate or foreign commerce of, or any facilityof a national state or other securities exchange of the United States, Canada,Australia or any other Restricted Jurisdiction and will not be capable ofacceptance by any such use, means, instrumentality or facility or from withinthe United States, Canada, Australia or any other Restricted Jurisdiction. Accordingly, unless otherwise determined by Angus Newco or required by the CityCode and permitted by applicable law and regulation, copies of this announcementare not being, and must not be, directly or indirectly, mailed, transmitted orotherwise forwarded, distributed or sent in, into or from the United States,Canada, Australia or any other Restricted Jurisdiction and persons receivingthis announcement (including, without limitation, custodians, nominees ortrustees) must not mail or otherwise forward, distribute or send it in, into orfrom such jurisdiction. Any person (including, without limitation, anycustodian, nominee or trustee) who would, or otherwise intends to, or who mayhave a contractual or legal obligation to, forward this announcement and/or theOffer Document and/or any other related document to any jurisdiction outside theUnited Kingdom should inform themselves of, and observe, any applicable legal orregulatory requirements of their jurisdiction. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in 1 per cent. or more of any class of"relevant securities" of Inspicio, all "dealings" in any "relevant securities"of Inspicio (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 p.m. (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the date onwhich the Offer becomes, or is declared unconditional as to acceptances, orotherwise lapses or is withdrawn or on which the "offer period" otherwise ends.If two or more persons act together pursuant to an agreement or understanding,whether formal or informal, to acquire an "interest" in "relevant securities" ofInspicio, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Inspicio by Angus Newco or Inspicio, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the Panel. Forward-looking Statements This announcement, including information included or incorporated by referencein this announcement, may contain "forward-looking statements" concerning AngusNewco and Inspicio. Generally, the words "will", "may", "should", "continue","believes", "expects", "intends", "anticipates" or similar expressions identifyforward-looking statements. The forward-looking statements involve risks anduncertainties that could cause actual results to differ materially from thosesuggested by them. Many of these risks and uncertainties relate to factors thatare beyond the companies' abilities to control or estimate precisely, such asfuture market conditions and the behaviours of other market participants, andtherefore they are not guarantees of future performance and undue relianceshould not be placed on such statements which speak only as at the date of thisannouncement. No forward-looking statements have been reviewed by auditors of Angus Newco orInspicio. Angus Newco and Inspicio assume no obligation and do not intend toupdate these forward-looking statements, except as required pursuant toapplicable law. However, all subsequent oral or written forward lookingstatements attributable to Angus Newco or Inspicio or any of their respectivemembers, directors, officers or employees or any persons acting on their behalfare expressly qualified in their entirety by the cautionary statement above. Profit Forecasts Nothing in this announcement is intended, or is to be construed, as a profitforecast or to be interpreted to mean that earnings per Inspicio Share for thecurrent or future financial years, or those of the combined group, willnecessarily match or exceed the historical published earnings per InspicioShare. THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR ANY OTHERJURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION Announcement for Immediate Release 13 December 2007 RECOMMENDED CASH OFFER by ANGUS NEWCO LIMITED (a company backed by the 3i Investors) for INSPICIO PLC 1 Introduction The Directors of Angus Newco and the Independent Directors of Inspicio arepleased to announce that they have reached agreement on the terms of arecommended cash offer to be made by Angus Newco for the entire issued and to beissued share capital of Inspicio, other than any shares held, or which becomeheld, in treasury by Inspicio. Angus Newco is a newly-incorporated company which has been formed for thepurpose of making the Offer. Upon completion of the Investment Agreement,following the Offer having become or been declared unconditional in allrespects, Angus Holdco, of which Angus Newco will be a wholly owned subsidiary,will be owned by the 3i Investors and 3i (who will own a majority shareholding),together with the Executive Management Team. The Executive Management Teamincludes Mark Silver (Chief Executive) and Richard McBride (Finance Director) ofInspicio. In addition, Keith Tozzi (Chairman) has agreed to become a strategicconsultant to the business following completion and intends to make a small investment in Angus Holdco. 2 The Offer The Offer, which will be subject to the terms and conditions which are set outbelow and in Appendix A to this announcement and to the full terms andconditions to be set out in the Offer Document and, in respect of certificatedInspicio Shares, in the Form of Acceptance, will be made by Angus Newco on thefollowing basis: for each Inspicio Share 225 pence in cash The Offer will represent a premium of approximately: • 17.8 per cent. to the Closing Price of 191 pence per Inspicio Share on 11 October 2007, the last business day prior to the commencement of the Offer Period; • 33.5 per cent. to the average Closing Price of 168.5 pence per Inspicio Share for the six month period prior to the commencement of the Offer Period; and • 25.0 per cent. to 180 pence per Inspicio Share, the price at which Inspicio placed 8,888,889 Inspicio Shares on 8 June 2007. The Offer values the existing issued share capital of Inspicio at approximately£228.6 million. The Offer will extend to all Inspicio Shares unconditionally allotted or issued(including to satisfy the exercise of options granted under the Inspicio ShareOption Schemes and the exercise of the Inspicio Warrants) after the date of thisannouncement and before the date the Offer closes (or such earlier date as AngusNewco may, in accordance with the terms and conditions of the Offer, decide). The Offer will be conditional, inter alia, upon the approval by IndependentShareholders of the Resolution at the General Meeting as described in paragraph8 below. Details of the conditions to the Offer and certain further terms of theOffer are set out below and in Appendix A to this announcement. The Inspicio Shares will be acquired by Angus Newco fully paid and free from allliens, equitable interests, charges, mortgages, encumbrances, rights ofpre-emption and other third party rights or interests of any nature whatsoeverand together with all rights now or hereafter attaching thereto, including allvoting rights and the right to receive and retain in full all dividends andother distributions (if any) accrued, announced, declared, made or paid on orafter the date of this announcement. 3 Recommendation All matters relating to the Offer have been considered by the IndependentDirectors, comprising Lesley James, Chris Slack and Mark Watts. Mark Silver(Chief Executive) and Richard McBride (Finance Director) cannot be treated asindependent directors of Inspicio by reason of the fact that they areparticipating with Angus Newco in the making of the Offer. Keith Tozzi(Chairman) also cannot be treated as an independent director due to the new rolethat he will play as a strategic consultant to the business followingcompletion. The Independent Directors are not connected with Angus Newco andhave taken responsibility for considering the Offer on behalf of InspicioShareholders. Citi and Kaupthing are acting as joint financial advisers to Inspicio. Citi hasan existing relationship with 3i and therefore Kaupthing is acting as theindependent financial adviser to Inspicio for the purposes of providingindependent financial advice to the Independent Directors under Rule 3 of theCity Code. The Independent Directors, who have been so advised by Kaupthing, consider theterms of the Offer to be fair and reasonable. In providing its advice to theIndependent Directors, Kaupthing has taken into account the IndependentDirectors' commercial assessments. Accordingly, the Independent Directors unanimously recommend InspicioShareholders to accept the Offer and Independent Shareholders to vote in favourof the Resolution, as the Independent Directors and their connected parties haveirrevocably undertaken to do in respect of their entire holdings, which inaggregate amount to 40,000 Inspicio Shares, representing approximately 0.039 percent. of the existing issued share capital of Inspicio. 4 Irrevocable undertakings and non-binding letters of intent to accept the Offer The Independent Directors have given Angus Newco irrevocable undertakings toaccept, or (where applicable) to procure the acceptance of, the Offer, and tovote, or (where applicable) to procure that the registered holder votes, infavour of the Resolution in respect of all of their respective beneficialholdings of Inspicio Shares, amounting, in aggregate, to 40,000 Inspicio Shares,representing approximately 0.039 per cent. of the existing issued share capitalof Inspicio. These undertakings will continue to be binding even in the event ofa higher competing offer for Inspicio, unless the Offer lapses or is withdrawn. Members of the Executive Management Team together with Keith Tozzi have givenAngus Newco irrevocable undertakings to accept the Offer in respect of all oftheir respective beneficial holdings, amounting, in aggregate, to 971,860Inspicio Shares, representing approximately 0.96 per cent. of the existingissued share capital of Inspicio. These undertakings will continue to be bindingeven in the event of a higher competing offer for Inspicio, unless the Offerlapses or is withdrawn. Angus Newco has also received irrevocable undertakings to accept the Offer inrespect of a further 5,014,444 Inspicio Shares, representing, in aggregate,approximately a further 4.94 per cent. of Inspicio's existing issued sharecapital. In addition, Angus Newco has received non-binding letters of intent to acceptthe Offer in respect of a total of 14,518,508 Inspicio Shares, representing, inaggregate, approximately a further 14.29 per cent. of Inspicio's existing issuedshare capital. Accordingly, Angus Newco has received, in aggregate, irrevocable undertakingsand non-binding letters of intent to accept the Offer in respect of 20,544,812Inspicio Shares, representing approximately 20.22 per cent. of the existingissued share capital of Inspicio. Further details of the irrevocable undertakings are set out in Appendix C. 5 Background to and reasons for the Offer and future plans for Inspicio The 3i Investors believe that the acquisition of Inspicio represents anattractive investment opportunity in the testing and inspection market. Inspiciohas established attractive market positions in its chosen sectors and has thescope for long-term growth and development. The 3i Investors recognise the significant achievements of the ExecutiveManagement Team in developing the business. 3i's intention is to supportInspicio in implementing its existing plans for the business. In addition, the3i Investors and the Executive Management Team have identified a number ofattractive organic and acquisition growth opportunities which Inspicio couldpursue in order to reinforce its position in the markets in which it operatesand enhance its prospects for further growth. The 3i Investors believe that thenext stage of Inspicio's development would best be achieved in privateownership, with a long-term supportive shareholder such as 3i, providingInspicio with access to capital and the flexibility to allow it to capitalise onits current position and make acquisitions in the fast-consolidating testing andinspection sector. 6 Background to and reasons for recommending the Offer On 12 October 2007 Inspicio announced that it had received approaches frominterested parties regarding a potential offer for Inspicio. Since then, theIndependent Directors and their financial advisers have invited expressions ofinterest from both trade and private equity parties. As part of thesediscussions, a number of parties were allowed access to due diligence as part ofa competitive process. The Offer being announced today represents the conclusionof that competitive process. The Independent Directors believe that the Offer is in the long term interestsof Inspicio and represents a fair cash value for Inspicio Shareholders. TheIndependent Directors believe that the strategic objectives and consolidationaspirations of Inspicio can be better served under private ownership throughimproved access to capital and a greater degree of financial flexibility. Given the involvement of the Executive Management Team and Keith Tozzi in theOffer, no member of the Executive Management Team who is an Inspicio Director isdeemed to be independent for the purposes of the Offer, nor is Keith Tozzi, andsuch members and Keith Tozzi have not taken part in the recommendation by theIndependent Directors in relation to the Offer nor have they expressed theirviews or opinions in relation to it. 7 Inducement Fee and non-solicitation agreement Inspicio has agreed, pursuant to an inducement fee agreement, to pay Angus Newcoan inducement fee of £2,385,000 (plus any recoverable VAT). Such fee shall bepayable if: (i) the Independent Directors withdraw or adversely modify for whatever reasonthe terms of their unanimous recommendation of the Offer and the Offersubsequently lapses or is withdrawn, having not been declared or becomeunconditional in all respects; (ii) a competing offer for Inspicio is announced under Rule 2.5 of the City Codeor otherwise prior to the Offer lapsing or being withdrawn or being made andsuch competing offer becomes or is declared unconditional in all respects or isotherwise completed or implemented; or (iii) prior to the Offer being made: (a) a competing offer for Inspicio isannounced (under Rule 2.5 of the City Code or otherwise); (b) the IndependentDirectors recommend that competing offer for acceptance to the shareholders ofInspicio; and (c) Inspicio, with the consent of the Panel, does not make theOffer. For these purposes a competing offer means an offer (whether or not on apre-conditional basis) scheme of arrangement, merger or similar businesscombination, recapitalisation or reverse takeover, in each case of whichInspicio is the subject, by a person other than Angus Newco or persons who areassociates of or acting in concert with Angus Newco (as defined in the CityCode). The inducement fee will not be payable if the Offer is declared or becomeswholly unconditional or if the Offer is withdrawn or lapses in circumstanceswhere, but for such lapse or withdrawal, the conditions in paragraphs 3, 4 or 5of Appendix A to this announcement would not have been satisfied or waivedduring the period for which the Offer would have been open for acceptances (butfor such lapsing or withdrawal). Pursuant to Rule 21.2 of the City Code, Kaupthing and Inspicio have confirmed tothe Panel that they consider these arrangements to be in the best interest ofInspicio Shareholders. Inspicio has also entered into a non-solicitation agreement (the "Non-Solicitation Agreement") with Angus Newco, which, subject as stated below,will remain in force from the date of this announcement until the date on whichthe Offer becomes unconditional in all respects, is withdrawn or lapses (the "Non-Solicitation Period"). Under the terms of the Non-Solicitation Agreement, Inspicio may not, directly orindirectly, seek, encourage, induce, initiate, invite or solicit negotiations ordiscussions with any third party with a view to any person making an independentcompeting offer (as defined above). The terms of the Non-Solicitation Agreement would not prevent Inspicio or itsdirectors from: (i) responding to any unsolicited proposal or approach received from a thirdparty relating to an independent competing offer; or (ii) entering into, pursuing or concluding negotiations or discussions with athird party in respect of such unsolicited approach or proposal, to the extent that, based upon the advice of Inspicio's professional advisers,Inspicio determines that it would be contrary to the best interests of Inspicioand its shareholders or would otherwise breach the fiduciary or other duties ofthe directors for Inspicio not to respond or engage in such discussions ornegotiations. The Non-Solicitation Agreement states that, subject to the provisions of theCode, Inspicio will not agree binding obligations of confidentiality with anythird party relating to confidential information of Inspicio which arematerially less favourable to Inspicio than those contained in theconfidentiality agreement between Angus Newco and Inspicio. The agreement obliges Inspicio: (i) to notify Angus Newco promptly of any approach from a third party relatingto an independent competing offer during the Non-Solicitation Period; (ii) in respect of such approach, only to provide confidential informationrelating to Inspicio to the extent that the third party is entitled to itpursuant to Rule 20.2 of the Code or any other legal or regulatory requirement;and (iii) not to offer or agree any break fee (or similar arrangement) with anyother potential offeror. The Non-Solicitation Period will terminate, and the Non-Solicitation Agreementwill lapse, if the Offer Document is not posted to Inspicio Shareholders within5 days of the date of the Non-Solicitation Agreement. However if any delay iscaused by Inspicio not complying with certain obligations to assist in thecompletion of the Offer Document, that 5 day period will be extended. The Inducement Fee Arrangement and the Non-Solicitation Agreement also both state that Inspicio will not be obliged to pay any amount to the extent to which the Panel determines it would not be permitted by Rule 21.2 of the Code. 8 Management Arrangements Mark Silver, Richard McBride and other members of the Executive Management Teamhave irrevocably undertaken to accept the Offer in respect of the 971,860Inspicio Shares (having an approximate value of £2.19 million before tax basedon the value of the Offer) owned by them. The Executive Management Team havealso agreed to reinvest approximately £2.25 million of the proceeds of the saleof Inspicio Shares they currently own or will acquire pursuant to the InspicioShare Option Schemes (either directly or through family trusts) in a combinationof Angus Holdco Shares and Angus Holdco PECs. This amount could increase toapproximately £2.75 million depending on circumstances. It is anticipated that a number of employees of the Inspicio Group who areInspicio Shareholders (other than the Executive Management Team) will (if theOffer becomes or is declared unconditional in all respects) be given theopportunity to subscribe for and/or receive an allocation of Angus Holdco Sharesand Angus Holdco PECs, including via the new Angus Newco Employee Trust. Keith Tozzi intends to invest £500,000 in a combination of Angus HoldcoShares and Angus Holdco PECs on the same terms as the 3i Investors. Following the Offer becoming or being declared unconditional in all respects andthe subscriptions taking place as described above, it is anticipated that theAngus Holdco Shares will be held as to 14.51 per cent. by the ExecutiveManagement Team and Keith Tozzi and 6.5 per cent. by Inspicio employees (otherthan the Executive Management Team) including the Angus Newco Employee Trust,and as to 78.99 per cent. by the 3i Investors. Angus Holdco Shares will not be listed on any stock exchange. In order to give effect to the Management Arrangements, all of the members ofthe Executive Management Team and Keith Tozzi have entered into theirrevocable undertakings to accept the Offer as described above. The ExecutiveManagement Team has also entered into the Investment Agreement which providesfor cash subscriptions to be made for Angus Holdco Shares and Angus Holdco PECsas set out above. Further details of the Investment Agreement will be set out inthe Offer Document. The members of the Executive Management Team will remain with Inspicio if theOffer becomes or is declared unconditional in all respects. Conditional upon theOffer becoming or being declared unconditional in all respects, the ExecutiveManagement Team will be entering into variations to their existing servicecontracts. Details of these variations will be set out in the Offer Document. The options over Inspicio Shares held by members of the Executive ManagementTeam under the Inspicio Share Option Schemes will be treated in the same manneras all other such options. Kaupthing considers that the terms of the arrangements between the Angus NewcoGroup and the Executive Management Team, Keith Tozzi and those employees ofInspicio Group who hold Inspicio Shares and who are the intended beneficiariesof the Angus Newco Employee Trust taken as a whole are fair and reasonable, sofar as the Independent Shareholders are concerned. The Offer will be conditional on, inter alia, the Independent Shareholdersapproving the Management Arrangements, the arrangement with Keith Tozzi and theAngus Newco Employee Trust. Such approval must, as required by Note 4 on Rule 16of the City Code, be by an ordinary resolution passed on a poll at a generalmeeting (or any adjournment thereof) of Inspicio. Notice of such General Meetingwill be contained in the Offer Document. 9 Information on Angus Newco, 3i and the other 3i Investors Angus Newco is a newly-incorporated company which has been formed for thepurposes of making the Offer. Upon completion of the Investment Agreementfollowing the Offer having become or been declared unconditional in allrespects, Angus Holdco, of which Angus Newco is a wholly-owned subsidiary, willbe owned by the 3i Investors (who will own a majority shareholding),together with the Executive Management Team. The Executive Management Teamincludes Mark Silver (Chief Executive) and Richard McBride (Finance Director) ofInspicio. In addition, Keith Tozzi (Chairman) has agreed to be a strategicconsultant to the business following completion and intends to make a small investment in Angus Holdco. Angus Newco has not traded since its date of incorporation nor has it enteredinto any obligations other than in connection with the Offer and the financingof the Offer. The directors of Angus Newco are Mark Silver, Richard McBride andAlan Giddins. The 3i Investors comprise 3i, the 3i Funds, 3i Pan European Buyouts 2006-08 A LP, 3i Pan European Buyouts 2006-08 B LP, 3i Pan European Buyouts 2006-08 C LP, 3i Parallel Ventures LP, Pan European Buyouts Co-Invest 2006-08 LP, Pan European Buyouts (Nordic) Co-Invest 2006-08 LP and Pan European Buyouts (Dutch) A Co-Invest 2006-08 LP. The 3i Investors will invest in the followingproportions: 3i Investor % 3i Pan European Buyouts 2006-08 A LP 44.373i Pan European Buyouts 2006-08 B LP 3.373i Pan European Buyouts 2006-08 C LP 7.31Pan European Buyouts Co-Invest 2006-08 LP 0.773i Group plc 0.09Pan European Buyouts (Nordic) Co-Invest 2006-08 LP 0.09Pan European Buyouts (Dutch) A Co-Invest 2006-08 LP 0.053i Europartners Va LP 18.003i Europartners Vb LP 19.953i Parallel Ventures LP 6.00 -----------Total 100.00 ----------- 3i is a world leader in private equity and venture capital and invests acrossEurope, the United States and Asia. 3i was established in 1945, listing on theLondon Stock Exchange in 1994. It is a constituent of the FTSE 100 index. 3imanages over £8.2 billion of assets (as at 30 September 2007) comprising its ownbalance sheet of around £5.1 billion and private equity limited partnerships of£2.5 billion, invested alongside 3i and quoted Infrastructure and quoted privateequity investment companies of £0.6 billion (excluding 3i's own participation inthese vehicles). Recent investments made by 3i within the testing and inspectionsector include Group Carso (leading French food testing business), Sampletest(Spanish lab-based clinical analysis business) and Inspecta (Finnish testing andinspection business). Other than 3i, the 3i Investors are English limited partnerships managed by 3iInvestments, which is a wholly-owned subsidiary of 3i and is regulated by theFinancial Services Authority. Other than 3i, the 3i Funds and 3i Parallel Ventures LP, the 3i Investors are vehicles established by 3i to provide carried interest or co-investment opportunities for certain 3i executives (both current employees and former employees), subject to specific conditions. 3i Pan EuropeanBuyouts 2006-08A LP, 3i Pan European Buyouts 2006-08B LP and 3i Pan European Buyouts 2006-08C LP are substantially funded by 3i. 3i invests for itself. Pan European Buyouts Co-Invest 2006-08 LP, Pan European Buyouts (Nordic) Co-Invest 2006-08 LP and Pan European Buyouts (Dutch) A Co-Invest 2006-08 LP are funded by 3i and certain 3i executives (both current and former employees). The investors in the 3i Funds and 3i Parallel Ventures LP comprise UK and overseas institutional investors, such as insurance companies and pension funds or their investment vehicles. 10 Financing of the Offer Angus Newco will fund the cash consideration payable under the terms of theOffer using a mixture of debt and equity. Approximately £167.4 million of equity will be provided by the 3iInvestors through the subscription for Angus Holdco Shares, Angus HoldcoConvertible Bonds and Angus Holdco PECs all issued by Angus Holdco which will be the ultimate parent and 100 per cent. owner of Angus Newco. The debt funding required to finance the Offer will be made available by way of: • senior credit facilities between, amongst others, Angus Newco, Barclays Leveraged Finance and Societe Generale, London Branch as mandated lead arrangers, Barclays Bank PLC and Societe Generale, London Branch as original lenders and Barclays Bank PLC as agent and security trustee; and • a mezzanine credit facility between, amongst others, Angus Newco, Barclays Leveraged Finance and Societe Generale, London Branch as mandated lead arrangers, Barclays Bank PLC and Societe Generale, London Branch as original lenders and Barclays Bank PLC as agent and security trustee, (together being the "Credit Facilities"). The Credit Facilities provide committed and underwritten funds totalling £220,000,000 including working capital and acquisition facilities of £55,000,000. These facilities will be used, among other things, to finance the Offer, to refinance certain existing indebtedness of Inspicio and to pay transaction expenses, as well as to provide ongoing working capital and capital expenditure investment funding for Inspicio. The original lenders of the Credit Facilities have committed to provide thefinancing to be provided under the Credit Facilities pursuant initially to aninterim loan agreement between themselves and Angus Newco with the intentionthat such interim loan agreement is replaced with documentation implementing theCredit Facilities prior to the Unconditional Date. Under the Credit Facilities (and currently under the interim arrangements),Angus Newco would require the approval of the lenders under the CreditFacilities if it wished to declare the Offer unconditional as to acceptances ifat the relevant time valid acceptances received, combined with Inspicio Sharesotherwise acquired by Angus Newco after the making of the Offer, amount to lessthan 75 per cent. of the fully-diluted share capital of Inspicio. Completion of the Offer would result in a maximum cash consideration ofapproximately £248 million being payable by Angus Newco to InspicioShareholders, assuming full acceptance of the Offer and exercise in full of allthe Inspicio Warrants and all outstanding Inspicio Share Options (in respect ofwhich the exercise price is less than 225 pence per Inspicio Share). Rothschildis satisfied that sufficient cash resources are available to Angus Newco tosatisfy the cash consideration due under the Offer in full. Further information on the financing of the Offer will be described in moredetail in the Offer Document. 11 Information on Inspicio Shares in Inspicio were admitted to trading on AIM in April 2005. Inspicio was,at the time, a newly incorporated company and had been established to acquireand manage market leading organisations in testing, inspection and performanceconformity markets in the UK and internationally. Since admission, Inspicio hasmade four major acquisitions: Inspectorate Limited, a global leader in thetesting and inspection of traded commodities; Environmental Services GroupLimited, a leading provider of environmental testing services; EclipseScientific Group Limited, one of the UK's leading food, drink, chemistry andmicrobiology testing business; and Scientifics Limited, one of the UK's leadingindependent analytical testing and consultancy businesses. Inspicio now has over6,500 employees and operates in or provides services into, over 125 countries. On 21 September 2007, Inspicio announced its unaudited results for the sixmonths ended 30 June 2007 showing turnover of £100.7 million (six months ended30 June 2006: £67.8 million, as restated under IFRS) and profit before tax of£3.1 million (six months ended 30 June 2006: £1.7 million, as restated underIFRS). In announcing these results, Inspicio stated that it had "made excellentprogress in the first half of the year with Inspectorate in particularachieving almost 20 per cent. organic growth. We acquired Scientifics in June2007 and believe it is an excellent fit with Inspicio, taking us into new growthmarkets such as Air and Emissions and Nuclear Decommissioning testing. Thisacquisition is another step in our ongoing strategy to consolidate thefragmented inspection and testing industry. The fundamental drivers of thebusiness remain strong and we are positive on the outlook for the Group in2007". As reported under UK GAAP, for the year ended 31 December 2006, the turnover ofInspicio was £161.9 million (38 weeks ended 31 December 2005: £26.2 million) andprofit before tax was £0.5 million (38 weeks ended 31 December 2005: £4.5million loss). The net assets of Inspicio as at 31 December 2006 were £77.1million (2005: £50.5 million). 12 Directors, management and employees Angus Newco recognises the skills, technical ability and experience of theexisting management and employees of the Inspicio Group. The Angus Newco Boardhas given assurances to the Independent Directors that, if the Offer becomes oris declared unconditional in all respects, the existing employment rights,including pension rights, of all management and employees of the Inspicio Groupwill be safeguarded. Angus Newco has confirmed that its plans for Inspicio donot involve any immediate change in the conditions of employment of Inspicio employees or location of Inspicio Group's places of business. The Independent Directors welcome the assurances received from Angus Newco above as they are, in the view of the Independent Directors, in the interestsof the Inspicio Group and its employees. The Independent Directors intend to resign from the Inspicio Board shortly afterthe Offer becomes or is declared unconditional in all respects and agree towaive entitlements against Inspicio except for payments and benefits to whichthey are entitled under the terms of their letters of appointment and bonusesequal to one year's fees in recognition of additional time and effort incurredin connection with the Offer. Further details of these arrangements will be setout in the Offer Document. Keith Tozzi will remain with the business as a strategic consultant for one yearfollowing completion. In addition, Mark Silver and Richard McBride will remainwith the business as directors of Inspicio. Their respective terms of employmentwill be amended upon the Offer becoming or being declared unconditional in allrespects. Further details will be set out in the Offer Document. Further details of the arrangements involving the Executive Management Team areset out in paragraph 8 above and will be set out fully in the Offer Document. 13 Inspicio Share Option Schemes The Offer will extend to any Inspicio Shares which are issued or unconditionallyallotted and fully paid while the Offer remains open for acceptance (or, subjectto the Code, by such earlier date as Angus Newco may decide), including any suchInspicio Shares allotted or issued pursuant to the exercise of Inspicio ShareOptions. By the date on which the Offer becomes or is declared whollyunconditional, the Inspicio Share Options will be exercisable regardless ofperformance conditions, which will cease to apply. Angus Newco will make appropriate proposals to Inspicio Option Holders in duecourse. 14 Inspicio Warrants The Offer will extend to any Inspicio Shares which are issued or unconditionallyallotted and fully paid while the Offer remains open for acceptance (or, subjectto the Code, by such earlier date as Angus Newco may decide), including any suchInspicio Shares allotted or issued pursuant to the exercise of InspicioWarrants. The Inspicio Warrants are exercisable within six weeks of the Offer beingdeclared or becoming unconditional in all respects. Angus Newco will makeappropriate proposals to the holder of the Inspicio Warrants in due course. 15 Disclosure of interests in Inspicio Shares Save as set out in Appendix B, neither Angus Newco, nor (so far as Angus Newco is aware) any person acting, or deemed to be acting, in concert with Angus Newcofor the purposes of the Offer has: (i) an interest in, or a right to subscribe for, Inspicio Shares or in any securities convertible or exchangeable into Inspicio Shares ("Relevant Inspicio Securities"); (ii) any short position in Relevant Inspicio Securities (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right torequire another person to purchase or take delivery; or (iii) borrowed or lent any Relevant Inspicio Securities (except for any borrowedInspicio Shares which have been either on-lent or sold) or has any arrangement in relation to Relevant Inspicio Securities. For these purposes, "arrangement" includes indemnity or option arrangements and any agreement or understanding, formal or informal, of whatever nature, relatingto Relevant Inspicio Securities which may be an inducement to deal or refrain from dealing in such securities. In the interests of secrecy prior to this announcement, Angus Newco has not made any enquiries in this respect of certain parties which are or may be deemed to be acting in concert with it for the purposes of the Offer (including Rothschild). If such enquiries, which are now being made, reveal any relevant additional interests, the same will be discussedwith the Panel and, if appropriate, will be disclosed to Inspicio Shareholders. 16 Cancellation of admission to trading on AIM and compulsory acquisition If Angus Newco receives acceptances under the Offer in respect of, and/orotherwise acquires, 90 per cent. or more of the Inspicio Shares by nominal valueand voting rights attaching to such shares to which the Offer relates, AngusNewco intends to exercise its rights pursuant to the provisions of Chapter 3 ofPart 28 of the Companies Act 2006 to squeeze out the remaining Inspicio Shares. Assuming the Offer becomes or is declared unconditional in all respects, Angus Newco intends to procure the making of an application by Inspicio to AIM for thecancellation of the admission of the Inspicio Shares to AIM. If this cancellation occurs, it will significantly reduce the liquidity and marketability of Inspicio Shares held by Inspicio Shareholders who have not assented to the Offer. It is anticipated that the cancellation of the admissionof Inspicio Shares to AIM will take effect no earlier than the expiry of 20 business days after the Offer becomes or is declared unconditional in all respects. It is further proposed that, following the Offer becoming or being declared unconditional in all respects, and, after the cancellation of admission of Inspicio Shares to AIM, Angus Newco will seek to re-register Inspicio as a private limited company. 17 Anticipated timetable Angus Newco anticipates that it will dispatch the Offer Document to InspicioShareholders and, for information only, to Inspicio Option Holders and theInspicio Warrant holder later today. 18 General Save as set out in paragraph 10, there are no agreements or arrangements to which Angus Newco is a party which relate to the circumstances in which it may or may not invoke or seek to invoke a condition to the Offer. Your attention is drawn to the further information contained in the Appendices which form part of this announcement. The conditions to the Offer and a summary of further terms in relation to the Offer set out in Appendix A to this announcement form part of, and should be read in conjunction with, this announcement. Appendices B and C to this announcement set out further information, including the bases and sources of information from which the financial and other calculations used in this announcement have been derived. Appendix D to this announcement contains definitions of certain terms used inthis announcement. In accordance with Rule 2.10 of the City Code, Inspicio confirms that it has101,599,193 ordinary shares of 10 pence each in issue. The International Securities Identification Number (ISIN) for Inspicio'sordinary shares is GB00B07BZ776. The Offer will be subject to the applicable requirements of the City Code. This announcement does not constitute an offer or an invitation to purchase orsubscribe for any securities. Enquiries: Angus Newco Limited / 3i Investments plc Tel: +44 (0)20 7975 3130Alan GiddinsDavid Holligon Rothschild (financial adviser to Angus Newco and 3i) Tel: +44 (0)20 7280 5000Stuart VincentPaul SimpsonDev Tanna JPMorgan Cazenove (corporate broker to Angus Newco) Tel: +44 (0)20 7588 2828 Jonathan WilcoxBarry Meyers The Maitland Consultancy (3i PR enquiries) Tel: + 44 (0)20 7379 5151Angus Maitland Inspicio plc Tel: +44 (0) 20 7004 2780Lesley James Citigroup Global Markets Limited (financial adviser Tel: +44 (0) 20 7986 4000and broker to Inspicio) Dimitrios GeorgiouJames IrelandAndrew Chapman (Corporate Broking) Kaupthing Singer & Friedlander Limited (financial Tel: +44 (0) 20 3205 5000adviser and Rule 3 adviser to Inspicio) Benjamin LeeCameron JackPaul Wedge (Corporate Broking) Landsbanki (broker to Inspicio) Tel: +44 (0) 20 7426 9000Rashmi Sinha (Corporate Broking) Altium (NOMAD to Inspicio) Tel: +44 (0) 20 7484 4040Nick Tulloch Brunswick Group LLP (Inspicio public relations) Tel: +44 (0) 20 7404 5959Chris Blundell N M Rothschild & Sons Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for 3iInvestments, the 3i Investors and Angus Newco and no one else in connection withthe Offer and will not be responsible to anyone other than 3i Investments, the3i Investors and Angus Newco for providing the protections afforded to clientsof N M Rothschild & Sons Limited nor for providing advice in relation to theOffer, the contents of this announcement, or any transaction or arrangementreferenced herein. Citigroup Global Markets Limited, which is authorised and regulated in theUnited Kingdom by the Financial Services Authority, is acting exclusively forInspicio and no one else in connection with the Offer and will not beresponsible to anyone other than Inspicio for providing the protections affordedto customers of Citigroup Global Markets Limited nor for providing advice inrelation to the Offer, the contents of this announcement, or any transaction orarrangement referenced herein. Kaupthing Singer & Friedlander Limited, which is authorised and regulated in theUnited Kingdom by the Financial Services Authority, is acting exclusively forInspicio and no one else in connection with the Offer and will not beresponsible to anyone other than Inspicio for providing the protections affordedto customers of Kaupthing Singer & Friedlander Limited nor for providing advicein relation to the Offer, the contents of this announcement, or any transactionor arrangement referenced herein. Landsbanki Securities (UK) Limited, which is authorised and regulated in theUnited Kingdom by the Financial Services Authority, is acting exclusively forInspicio and no one else in connection with the Offer and will not beresponsible to anyone other than Inspicio for providing the protections affordedto customers of Landsbanki Securities (UK) Limited nor for providing advice inrelation to the Offer, the contents of this announcement, or any transaction orarrangement referenced herein. Altium Capital Limited, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting exclusively for Inspicio and noone else in connection with the Offer and will not be responsible to anyoneother than Inspicio for providing the protections afforded to customers ofAltium Capital Limited nor for providing advice in relation to the Offer, thecontents of this announcement, or any transaction or arrangement referencedherein. This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities pursuant tothis announcement or otherwise. The Offer will be made solely by the Offer Document, when issued, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. This announcement has been prepared for the purpose of complying with Englishlaw and the City Code and the information disclosed may not be the same as thatwhich would have been disclosed if this announcement had been prepared inaccordance with the laws of jurisdictions outside the UK. The distribution of this announcement in jurisdictions other than the UK and theavailability of the Offer to Inspicio Shareholders who are not resident in theUK may be affected by the laws of relevant jurisdictions. Therefore any personswho are subject to the laws of any jurisdiction other than the UK or InspicioShareholders who are not resident in the UK will need to inform themselvesabout, and observe, any applicable requirements. Unless otherwise determined by Angus Newco or required by the City Code andpermitted by applicable law and regulation, the Offer is not being, and will notbe, made, directly or indirectly, in or into or by the use of the mails of, orby any other means or instrumentality (including, without limitation, electronicmail, facsimile transmission, telex, telephone, internet or other forms ofelectronic communication) of interstate or foreign commerce of, or any facilityof a national state or other securities exchange of the United States, Canada,Australia or any other Restricted Jurisdiction and will not be capable ofacceptance by any such use, means, instrumentality or facility or from withinthe United States, Canada, Australia or any other Restricted Jurisdiction. Accordingly, unless otherwise determined by Angus Newco or required by the CityCode and permitted by applicable law and regulation, copies of this announcementare not being, and must not be, directly or indirectly, mailed, transmitted orotherwise forwarded, distributed or sent in, into or from the United States,Canada, Australia or any other Restricted Jurisdiction and persons receivingthis announcement (including, without limitation, custodians, nominees ortrustees) must not mail or otherwise forward, distribute or send it in, into orfrom such jurisdiction. Any person (including, without limitation, anycustodian, nominee or trustee) who would, or otherwise intends to, or who mayhave a contractual or legal obligation to, forward this announcement and/or theOffer Document and/or any other related document to any jurisdiction outside theUnited Kingdom should inform themselves of, and observe, any applicable legal orregulatory requirements of their jurisdiction. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in 1 per cent. or more of any class of"relevant securities" of Inspicio, all "dealings" in any "relevant securities"of Inspicio (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 p.m. (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the date onwhich the Offer becomes, or is declared unconditional as to acceptances, orotherwise lapses or is withdrawn or on which the "offer period" otherwise ends.If two or more persons act together pursuant to an agreement or understanding,whether formal or informal, to acquire an "interest" in "relevant securities" ofInspicio, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Inspicio by Angus Newco or Inspicio, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the Panel. Forward-looking Statements This announcement, including information included or incorporated by referencein this announcement, may contain "forward looking statements" concerning AngusNewco and Inspicio. Generally, the words "will", "may", "should", "continue","believes", "expects", "intends", "anticipates" or similar expressions identifyforward looking statements. The forward looking statements involve risks anduncertainties that could cause actual results to differ materially from thosesuggested by them. Many of these risks and uncertainties relate to factors thatare beyond the companies' abilities to control or estimate precisely, such asfuture market conditions and the behaviours of other market participants, andtherefore they are not guarantees of future performance and undue relianceshould not be placed on such statements which speak only as at the date of thisannouncement. No forward-looking statements have been received by auditors of Angus Newco orInspicio. Angus Newco and Inspicio assume no obligation and do not intend toupdate these forward looking statements, except as required pursuant toapplicable law. However, all subsequent oral or written forward lookingstatements attributable to Angus Newco or Inspicio or any of their respectivemembers, directors, officers or employees or any persons acting on their behalfare expressly qualified in their entirety by the cautionary statement above. Profit Forecasts Nothing in this announcement is intended, or is to be construed, as a profitforecast or to be interpreted to mean that earnings per Inspicio Share for thecurrent or future financial years, or those of the combined group, willnecessarily match or exceed the historical published earnings per InspicioShare. Appendix A: Conditions of the Offer Part I: Conditions of the Offer The Offer will be subject to the following conditions: Acceptances 1. valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on the First Closing Date(or such later time(s) and/or date(s) as Angus Newco may, subject to the rulesof the City Code or with the consent of the Panel, decide) in respect of notless than 90 per cent. (or such lower percentage as Angus Newco may decide) ofthe Inspicio Shares to which the Offer relates and of the voting rights attachedto those shares, provided that this condition will not be satisfied unless AngusNewco (together with its wholly-owned subsidiaries) shall have acquired oragreed to acquire (whether pursuant to the Offer or otherwise) Inspicio Sharescarrying in aggregate more than 50 per cent. of the voting rights then normallyexercisable at a general meeting of Inspicio, including for this purpose (exceptto the extent otherwise agreed by the Panel) any such voting rights attaching toInspicio Shares that are unconditionally allotted or issued before the Offerbecomes or is declared unconditional as to acceptances, whether pursuant to theexercise of any outstanding conversion or subscription rights or otherwise. For the purposes of this condition: (i) Inspicio Shares which have been unconditionally allotted shall be deemed tocarry the voting rights they will carry upon issue; and (ii) the expression "Inspicio Shares to which the Offer relates" shall beconstrued in accordance with Chapter 3 of Part 28 of the Companies Act 2006; Management Arrangements 2. the passing at a general meeting of Inspicio (or any adjournment thereof)of the resolution to be set out in a notice of general meeting of Inspicio appearing in the Offer Document approving certain arrangements relating to the Executive Management Team, Keith Tozzi and the Angus Newco Employee Trust, or of such other resolution or resolutions as may be required by the Panel to approve those arrangements; Antitrust approvals 3. the Irish Competition Authority having informed Angus Newco or any member ofthe Wider Angus Newco Group pursuant to the Irish Competition Acts 2002 and 2006 that the Offer (including, without limitation, its implementation and financing) and the acquisition or the proposed acquisition of any shares or other securities in, or control of, Inspicio by any member of the Wider Angus Newco Group may be put into effect (any conditions being satisfactory to Angus Newco acting reasonably); or the expiry of one month from the date of submissionof the required filing with the Irish Competition Authority, provided the Irish Competition Authority has neither formally requested further information nor referred the Offer (including, without limitation, its implementation and financing) and the acquisition or the proposed acquisition of any shares or other securities in, or control of, Inspicio by any member of the Wider Angus Newco Group to a Phase II investigation during this one month period; 4. all necessary notifications and filings having been made and all applicable waiting periods (including any extensions thereof) under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) and the regulations made thereunder having expired, lapsed or been terminated asappropriate in each case in respect of the Offer (including, without limitation,to its implementation and financing) and the acquisition or the proposedacquisition of any shares or other securities in, or control of, Inspicio by anymember of the Wider Angus Newco Group; 5. if deemed by Angus Newco acting reasonably to be reasonably necessary or appropriate, in connection with the Offer, all antitrust notifications, filings or applications and all antitrust waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory antitrust obligations in any jurisdiction having been complied with and all antitrust Authorisations having been obtained in terms and in a form satisfactory to Angus Newco, acting reasonably; and all such antitrust Authorisations remaining in full force and effect at the time at which the Offer becomes otherwise unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such antitrust Authorisations; Regulatory intervention 6. no government or governmental, quasi governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution or any other body or person whatsoever in any jurisdiction (each a "Third Party") having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision, order or change to published practice and there not continuing to be outstandingany statute, regulation, decision or order which would or might reasonably be expected to: (i) make the Offer, its implementation or the acquisition or proposedacquisition of any shares or other securities in, or control of, Inspicio by anymember of the Wider Angus Newco Group void, illegal and/or unenforceable underthe laws of any jurisdiction, or otherwise directly or indirectly prohibit, orrestrain, restrict, delay or otherwise interfere with the implementation of, orimpose material additional conditions or obligations with respect to, orotherwise require amendment of the Offer or the acquisition of any such sharesor securities by any member of the Wider Angus Newco Group; (ii) require, prevent or materially delay the divestiture or materially alterthe terms envisaged for such divestiture by any member of the Wider Angus NewcoGroup or by any member of the Wider Inspicio Group of all or any part of itsbusinesses, assets or property or impose any limitation on the ability of any ofthem to conduct their businesses (or any part thereof) or to own any of theirassets or properties (or any part thereof) to an extent which is material in thecontext of the Inspicio Group taken as a whole or the Angus Newco Group taken asa whole (as the case may be); (iii) impose any limitation on, or result in a material delay in, the ability ofany member of the Wider Angus Newco Group directly or indirectly to acquire orhold or to exercise effectively all or any rights of ownership in respect ofshares or other securities in Inspicio or on the ability of any member of theWider Inspicio Group or any member of the Wider Angus Newco Group directly orindirectly to hold or exercise effectively any rights of ownership in respect ofshares or other securities (or the equivalent) in, or to exercise managementcontrol over, any member of the Wider Inspicio Group; (iv) require any member of the Wider Angus Newco Group or the Wider InspicioGroup to acquire or offer to acquire any shares, other securities (or theequivalent) or interest in any member of the Wider Inspicio Group or any assetowned by any third party (other than in the implementation of the Offer); (v) require, prevent or materially delay a divestiture by any member of theWider Angus Newco Group of any shares or other securities (or the equivalent) inInspicio; (vi) result in any member of the Wider Inspicio Group ceasing to be able tocarry on business under any name under which it presently carries on business; (vii) impose any material limitation on the ability of any member of the WiderAngus Newco Group or any member of the Wider Inspicio Group to integrate or coordinate all or any part of its business with all or any part of the business ofany other member of the Wider Angus Newco Group and/or the Wider Inspicio Group;or (viii) otherwise adversely affect the business, assets, profits or prospects ofany member of the Wider Inspicio Group or any member of the Wider Angus NewcoGroup in a manner which is adverse to and material in the context of theInspicio Group taken as a whole or of the obligations of any members of theAngus Newco Group taken as a whole in connection with the Offer,and all applicable waiting and other time periods during which any such ThirdParty could decide to take, institute, implement or threaten any such action,proceeding, suit, investigation, enquiry or reference or take any other stepunder the laws of any jurisdiction in respect of the Offer or the acquisition orproposed acquisition of any Inspicio Shares or otherwise intervene havingexpired, lapsed, or been terminated; Consequences of the Offer 7. save as Disclosed, there being no provision of any agreement, arrangement, licence, permit, lease or other instrument which, in consequence of the making or implementation of the Offer or the acquisition or proposed acquisition by Angus Newco of any Inspicio Shares, provides for or will or may reasonably be expected to result in, any of the following, in each case to an extent which is material in the context of the Wider Inspicio Group taken as a whole: (i) any assets or interests of, or any asset the use of which is enjoyed by, anymember of the Wider Inspicio Group being or falling to be disposed of or chargedor any right arising under which any such asset or interest could be required tobe disposed of or charged or could cease to be available to any member of theWider Inspicio Group; (ii) any monies borrowed by, or other indebtedness, (actual or contingent) of,or any grant available to, any member of the Wider Inspicio Group being orbecoming repayable, or capable of being declared repayable, immediately orearlier than its or their stated repayment date or maturity date, or the abilityof any such member to borrow monies or incur any indebtedness being withdrawn,inhibited or prohibited or being capable of becoming or being withdrawn orinhibited; (iii) the rights, liabilities, obligations, business or interests of any memberof the Wider Inspicio Group or any member of the Wider Angus Newco Group underany such arrangement, agreement, licence, permit, lease or instrument beingterminated or adversely modified or affected or any onerous obligation orliability arising or any adverse action being taken thereunder; (iv) the financial or trading position or prospects of, or the value of, anymember of the Wider Inspicio Group being prejudiced or adversely affected; (v) the creation or enforcement of any mortgage, charge or other securityinterest over the whole or any part of the business, property or assets of anymember of the Wider Inspicio Group; (vi) the creation of any liability (actual or contingent) by any member of theWider Inspicio Group other than trade creditors in the ordinary course ofbusiness; (vii) any liability of any member of the Wider Inspicio Group to make anyseverance, termination, bonus or other payments to any of its directors or otherofficers; (viii) the Offer, its implementation or the acquisition or proposed acquisitionof any shares or other securities in, or control of, Inspicio by any member ofthe Wider Angus Newco Group being or becoming void, illegal and/or unenforceableunder the laws of any jurisdiction, or would otherwise directly or indirectlyprohibit, or restrain, restrict, delay or otherwise interfere with theimplementation of, or impose additional material conditions or obligations withrespect to, or otherwise challenge or require amendment of the Offer or theacquisition of any such shares or securities by any member of the Wider AngusNewco Group; (ix) the imposition of any limitation on, or material delay in, the ability ofany member of the Wider Angus Newco Group directly or indirectly to acquire orhold or to exercise effectively all or any rights of ownership in respect ofshares or other securities in Inspicio or on the ability of any member of theWider Inspicio Group or any member of the Wider Angus Newco Group directly orindirectly to hold or exercise effectively any rights of ownership in respect ofshares or other securities (or the equivalent) in, or to exercise managementcontrol over, any member of the Wider Inspicio Group; (x) a divestiture by any member of the Wider Angus Newco Group of any shares orother securities (or the equivalent) in Inspicio being required, prevented ormaterially delayed; (xi) the imposition of any material limitation on the ability of any member ofthe Wider Angus Newco Group or any member of the Wider Inspicio Group tointegrate or co-ordinate all or any part of its business with all or any part ofthe business of any other member of the Wider Angus Newco Group and/or the WiderInspicio Group; or (xii) the ability of any member of the Wider Inspicio Group to carry on itsbusiness as currently carried on being adversely affected; Other events 8. save as Disclosed, since 31 December 2006, no member of the Wider Inspicio Group having: (i) issued or agreed to issue or authorised or proposed the issue or grant ofadditional shares of any class, or securities or securities convertible into, orexchangeable for, or rights, warrants or options to subscribe for or acquire,any such shares or convertible securities (save, where relevant, as betweenInspicio and wholly-owned subsidiaries of Inspicio and save for the issue ofInspicio Shares on the exercise of Inspicio Share Options granted before thedate of this announcement and the Inspicio Warrants); (ii) redeemed, purchased, repaid or reduced or agreed to or announced anyproposal to purchase, redeem, repay or reduce any of its own shares or othersecurities or, save in respect of the matters mentioned in sub-paragraph (i)above, made any other change to any part of its share capital; or (iii) approved, recommended, declared, paid or made or proposed to recommend,declare, pay or make any dividend, bonus or other distribution proposed (whetherpayable in cash or otherwise) other than to Inspicio or any wholly-ownedsubsidiary of Inspicio; (iv) save for transactions between Inspicio and its wholly-owned subsidiaries,merged with (by statutory merger or otherwise) or demerged from or acquired byany body corporate, partnership or business or acquired or disposed of, ortransferred, mortgaged or charged, or created or granted any security interestover, any material assets or any right, title or interest in any material asset(including shares and trade investments) or authorised, proposed, announced anyintention or agreed to do so; (v) issued, authorised or proposed the issue of any debentures or (save asbetween Inspicio and its wholly-owned subsidiaries or between such wholly-ownedsubsidiaries) incurred or, save in the ordinary course of business, increasedany borrowings or indebtedness or become subject to any liability (actual orcontingent) to an extent which is material in the context of the Wider InspicioGroup taken as a whole; (vi) entered into or varied or authorised, proposed or announced its intentionto enter into or vary any material transaction, arrangement, contract orcommitment (whether in respect of capital expenditure or otherwise) (otherwisethan in the ordinary course of business) which is of a long term, onerous orunusual nature or which is or which involves or could involve an obligation of anature or magnitude which is reasonably likely to be materially restrictive onthe business of any member of the Wider Inspicio Group; (vii) entered into, implemented or effected, or authorised, proposed orannounced its intention to enter into, implement or effect any merger, demerger,reconstruction, amalgamation, composition, assignment, commitment scheme, orother similar commitment or other transaction or arrangement (other than theOffer) otherwise than in the ordinary course of business; (viii) waived or compromised any claim to an extent which is material in thecontext of the Wider Inspicio Group taken as a whole; (ix) entered into or varied or made any offer (which remains open foracceptance) to enter into or vary the terms of any contract with any of thedirectors or senior executives of Inspicio or any of the directors or seniorexecutives of any other member of the Wider Inspicio Group; (x) taken or proposed any steps, corporate action or had any legal proceedingsinstituted or threatened against it in relation to the suspension of payments, amoratorium of any indebtedness, its winding-up (voluntary or otherwise),dissolution, reorganisation or for the appointment of any receiver,administrator, administrative receiver, manager, trustee or similar officer ofall or any of its assets or revenues or any analogous proceedings in anyjurisdiction or appointed any analogous person or had any such person appointedin any jurisdiction; (xi) been unable, or admitted in writing that it is unable, to pay its debts orcommenced negotiations with one or more of its creditors with a view torescheduling or restructuring any of its indebtedness, or having stopped orsuspended (or threatened to stop or suspend) payment of its debts generally orceased or threatened to cease carrying on all or a substantial part of itsbusiness; (xii) made any alteration to its memorandum or articles of association or otherincorporation documents; (xiii) the trustees of the relevant pension scheme having; (A) made or agreed or consented to any change to the terms of the trust deedsconstituting the pension schemes established for its directors, employees ortheir dependants or the benefits which accrue; (B) made or agreed or consented to any change to the pensions which are payableunder them; (C) made or agreed or consented to any change to the basis on whichqualification for, or accrual or entitlement to such benefits or pensions arecalculated or determined; (D) made or agreed or consented to any change to the basis upon which theliabilities (including pensions) of such pension schemes are funded or made orvalued; (E) agreed or consented to any change to the trustees or trustee directors ofsuch pension schemes; or (F) carried out any act which may lead to the commencement of the winding up ofthe scheme or which could give rise directly or indirectly to a liabilityarising out of the operation of sections 38 to 56 inclusive of the Pensions Act2004 in relation to such pension schemes, (xiv) proposed, agreed to provide or modified the terms of any share optionscheme or incentive scheme, or other benefit relating to the employment ortermination of employment of any employee of the Wider Inspicio Group; (xvi) entered into any agreement, arrangement, commitment or contract or passedany resolution or made any offer (which remains open for acceptance) withrespect to or announced an intention to, or to propose to, effect any of thetransactions, matters or events referred to in this condition; 9. since 31 December 2006, and save as Disclosed: (i) no litigation, arbitration proceedings, prosecution, investigation, enquiry,complaint, or other legal proceedings or reference to any relevant person havingbeen announced, instituted, threatened or remaining outstanding by, against orin respect of, any member of the Wider Inspicio Group or to which any member ofthe Wider Inspicio Group is or is reasonably likely to become a party (whetheras claimant, defendant or otherwise) and no enquiry or investigation by, orcomplaint or reference to, any third party against or in respect of any memberof the Wider Inspicio Group having been announced, instituted or threatened inwriting to Inspicio by or against, or remaining outstanding in respect of, anymember of the Wider Inspicio Group, in each case, which is material and adversein the context of the Wider Inspicio Group taken as a whole; (ii) there having been no adverse event, change or deterioration in thebusiness, assets, financial or trading position or prospects or profits of anymember of the Wider Inspicio Group which is material in the context of the WiderInspicio Group taken as a whole; (iii) no contingent or other liability having arisen or become known to AngusNewco or increased (which is reasonably likely adversely to affect the business,assets, financial or trading position or profits or prospects of any member ofthe Wider Inspicio Group to an extent which is material to the Wider InspicioGroup taken as a whole); and (vi) no steps having been taken and no omissions having been made which arereasonably likely to result in the withdrawal, cancellation, termination ormodification of any licence held by any member of the Wider Inspicio Group,which is necessary for the proper carrying on of its business and thewithdrawal, cancellation, termination or modification of which is reasonablylikely to be material and adverse in the context of the Wider Inspicio Grouptaken as a whole; Environmental 10. in relation to any release, emission, accumulation, discharge, disposal or other fact or circumstance which has impaired or is reasonably likely to impair the environment (including property) or harmed or is reasonably likely to harm human health, no past or present member of the Wider Inspicio Group, in a manner or to an extent which is material in the context of the Wider Inspicio Group taken as a whole (i) having committed any violation of any applicable legislation, statutes, regulations, authorisations, notices or other requirements of any Third Party of any jurisdiction and/or (ii) having incurredany liability (whether actual or contingent) to any Third Party; and/or beingreasonably likely to incur any liability (whether actual or contingent), orbeing required to make good, repair, remediate, reinstate or clean up any assetor any other property or any environment; Information 11. Angus Newco not having discovered: (i) that any financial, business or other information concerning the WiderInspicio Group publicly disclosed at any time or Disclosed to any member of theWider Angus Newco Group by or on behalf of any member of the Wider InspicioGroup is misleading or contains a misrepresentation of fact or omits to state afact necessary to make that information not misleading (and which informationwas not subsequently corrected before the date of this announcement bydisclosure publicly by an announcement to a Regulatory Information Service orprivately in writing to Angus Newco or its advisers by inclusion in the DataRoom); (ii) any information which affects the import of any information Disclosed (andwhich information was not subsequently corrected before the date of thisannouncement by disclosure publicly by an announcement to a RegulatoryInformation Service or privately in the Data Room); in each case to an extent which is material and adverse in the context of theWider Inspicio Group taken as a whole. Criminal property 12. any asset of any member of the Wider Inspicio Group constitutes criminalproperty as defined by section 340(3) of the Proceeds of Crime Act 2002 (butdisregarding paragraph (b) of that definition) to an extent which is material inthe context of the Inspicio Group taken as a whole. References in this Part I of this Appendix A to "Disclosed" means fairlydisclosed to Angus Newco or its advisers prior to the date of this announcementeither by inclusion in this announcement, in the annual report and accounts ofInspicio for the financial year ended 31 December 2006 or the unaudited accountsfor the six months ended 30 June 2007, or by the delivery of an announcement byor on behalf of Inspicio of an announcement to a Regulatory Information Serviceor by inclusion in the Data Room or disclosed in writing to, or agreed inwriting with Angus Newco by the Executive Management Team or Keith Tozzi. Part II: Further terms and conditions of the Offer Angus Newco reserves the right to waive in whole or in part all or any of theconditions contained in paragraphs 3 to 12 inclusive. The conditions contained in paragraphs 2 to 12 inclusive must be satisfied as at, or waived (where possible) on or before, the twenty-first day after the later of the First Closing Date and the date on which the condition in paragraph 1 is fulfilled (or, in each case such later date as the Panel may agree). Angus Newco shall be under no obligation to waive or determine to be or treat as, fulfilled, any of conditions 3 to 12 inclusive by a date earlier than the date specified above for the fulfilment thereof notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled and that there areat such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment. If Angus Newco is required by the Panel to make an offer for Inspicio Sharesunder the provisions of Rule 9 of the City Code, Angus Newco may make suchalterations to the terms and conditions of the Offer as are necessary to complywith the provisions of that Rule. The Offer will comply with the applicable rules and regulations of AIM and theCity Code, will be governed by English law and will be subject to thejurisdiction of the courts of England. In addition, it will be subject to theterms and conditions as set out in the Offer Document and Form of Acceptance. The Offer will lapse if the Offer is referred to the UK Competition Commissionbefore the later of 1.00 p.m. (London time) on the First Closing Date and thedate on which the Offer becomes or is declared unconditional as to acceptances.If the Offer so lapses, it will cease to be capable of further acceptance andpersons accepting the Offer and Angus Newco will cease to be bound by any Formof Acceptance and/or Electronic Acceptance submitted before the time when theOffer lapses. The Offer will lapse if the European Commission either initiates proceedingsunder Article 6(1)(c) of Council Regulation (EC) 139/2004 or makes a referral toa competent authority of the United Kingdom under Article 9(3)(b) of thatRegulation and there is a subsequent reference to the UK Competition Commission,in either case before 1.00 p.m. (London time) on the First Closing Date or thedate on which the Offer becomes or is declared unconditional as to acceptances,whichever is the later. If the Offer so lapses, the Offer will cease to becapable of further acceptance and accepting Inspicio Shareholders and Inspiciowill cease to be bound by any Form of Acceptance and/or Electronic Acceptancesubmitted before the time when the Offer lapses. Appendix B Further Information and Sources and Bases of Information Bases and sources of information In this announcement, unless otherwise stated or the context otherwise requires,the following bases and sources have been used: (a) historic share prices are sourced from the AIM appendix to the DailyOfficial List of the London Stock Exchange and represent closing middle market prices for Inspicio Shares on the relevant date; (b) the value of the existing issued share capital of Inspicio is based upon theentire issued share capital at the date of this announcement, namely 101,599,193Inspicio Shares; (c) the fully diluted share capital of Inspicio is calculated on the basis of: • the number of issued Inspicio Shares, as set out in paragraph (b) above; • the 7,625,000 "in the money" Inspicio Share Options outstanding under the Inspicio Share Option Schemes on 12 December 2007 (the latest practicable date prior to publication of this announcement) and which are expected to become exercisable as a consequence of the Offer; and • the 990,000 "in the money" Inspicio Warrants outstanding on 12 December 2007 (the latest practicable date prior to publication of this announcement) and which are to become exercisable as a consequence of the Offer; (d) references to a percentage of Inspicio Shares are based on the number of Inspicio Shares in issue as set out at paragraph (b); (e) unless otherwise stated, the financial information relating to Inspicio has been extracted from the audited annual accounts and unaudited interim accounts of Inspicio for the relevant period; (f) the maximum cash consideration payable under the Offer is based on 101,599,193 Inspicio Shares in issue and at the time of announcing the Offer, no more than 8,615,000 shares to be issued to satisfy the exercise of the Inspicio Warrants and the exercise of options or vesting of awards granted under the Inspicio Share Option Schemes; (g) information relating to Angus Newco has been provided by the board of AngusNewco and information relating to 3i has been extracted from published sources and provided by persons duly authorized by 3i. Concert party The persons acting, or deemed to be acting, in concert with Angus Newco for the purposes of the Offer include the Executive Management Team and Keith Tozzi (including, in each case, their close relatives and related trusts), 3i and its subsidiaries, the 3i Investors and certain specified directors and officers of, 3i Investments and 3i plc (including the members of the 3i Investment Committee). Disclosure of interests in Inspicio 1. Members of the Executive Management Team, together with Keith Tozzi, have the following interests in Inspicio Shares: Name Number Percentage of of Inspicio existing issued Shares share capital Mark Jonathan Silver 255,700* 0.25Keith Tozzi 158,000** 0.16Richard McBride 23,000*** 0.02Julie Elizabeth Dedman 535,160 0.53 * 123,200 Inspicio Shares are held through Worldwide Nominees Limited. ** 12,400 Inspicio Shares held by OFA Trustee Services Ltd.*** This figure includes 15,000 Inspicio Shares that Richard McBride intends to transfer to his wife, Elizabeth McBride. Under the terms of his irrevocable undertaking, Richard McBride is obliged to procure that Elizabeth McBride assents such Inspicio Shares to the Offer. 2. Members of the Executive Management Team, together with Keith Tozzi, have the following interests pursuant to the Inspicio Share Option Schemes: Name Number of ordinary Number of ordinary Total number of shares in Inspicio shares in Inspicio ordinary shares subject to options* subject to options** in Inspicio, subject to Inspicio Share Option Schemes Neil Hopkins 350,000 - 350,000Julie Dedman - 350,000 350,000Mark Silver 99,999 1,400,001 1,500,000Keith Tozzi 99,999 1,400,001 1,500,000Richard McBride - 350,000 350,000 * Options granted pursuant to the Inspicio Share Option Scheme.** Options granted pursuant to the Inspicio Employee Benefit Trust Incentive Plan. 3. Angus Newco's Corporate Broker, JPMorgan Cazenove Limited and its relevant persons: Name Number of Percentage of existing Inspicio Shares issued share capital J.P.Morgan Securities Ltd 90,132 0.09 Appendix C Details of Irrevocable Undertakings 1. The following Independent Directors have entered into irrevocable undertakings with Angus Newco to accept the Offer in respect of their beneficialand connected holdings of Inspicio Shares: Name Total Number Percentage of of Inspicio existing issued Shares share capital Lesley James 7,000 0.01John Christopher Slack 19,000 0.02Mark Watts 14,000 0.01 2. The following members of the Executive Management Team have entered into an irrevocable undertaking with Angus Newco to accept the Offer in respect of their beneficial and connected holdings of Inspicio Shares: Name Total Number of Inspicio Percentage of existing issued Shares share capital Mark Silver 255,700 0.25Richard McBride 23,000 0.02Julie Dedman 535,160 0.53 The irrevocable undertakings described in paragraphs 1 and 2 of this Appendix C,and Keith Tozzi's undertaking described in paragraph 3 of Appendix C will ceaseto be binding on the earlier of the following occurrences: (i) the Offer Document is not posted to Inspicio Shareholders within 28 days (or such longer period as the Panel may agree being not more than six weeks) after the date of this announcement; (ii) the Offer closes, lapses or is withdrawn; or (iii) the Offer has not become or been declared unconditional in all respects by 6.00 p.m.on the date which is 81 days after the date of the Offer Document. Neil Hopkins has entered into an irrevocable on similar terms which wouldapply to any shares he may acquire. 3. Keith Tozzi has entered into an irrevocable undertaking with Angus Newco to accept the Offer in respect of his beneficial holding of Inspicio Shares: Name Total Number Percentage of of Inspicio existing issued Shares share capital Keith Tozzi 158,000 0.16 4. The following Inspicio Shareholders who are not Independent Directors or members of the Executive Management Team have entered into irrevocable undertakings with Angus Newco to accept the Offer in respect of their beneficialholdings of Inspicio Shares: Name Total Number Percentage of of Inspicio existing issued Shares share capital Marwyn Neptune Fund LP 4,864,444 4.79Marwyn Ventures 1 LP 150,000 0.15 The irrevocable undertakings described in paragraph 4 of this Appendix C willcease to be binding on the earlier of the following occurrences: (i) a thirdparty announces a firm intention to make a general offer (which is not subjectto any pre-conditions) to acquire the entire issued and to be issued sharecapital of Inspicio (howsoever to be implemented) on terms which represent (inthe reasonable opinion of Kaupthing) an improvement of 10 per cent. on the valueof the consideration as at the date on which the competing offer is announcedunless Angus Newco has announced an improvement to the terms of the Offer withinfive business days of the offer being made; (ii) the Offer Document is notposted to Inspicio Shareholders within 28 days (or such longer period as thePanel may agree being not more than six weeks) after the date of thisannouncement; (iii) the Offer closes, lapses or is withdrawn; or (iv) theOffer has not become or been declared unconditional in all respects by 6.00 p.m.on 25 March 2008. 5. Angus Newco has obtained the following non-binding letters of intent to accept the Offer: Name Total Number Percentage of of Inspicio existing issued Shares share capital Cycladic Capital LLP 6,613,636 6.51AXA Framlington InvestmentManagement Limited 4,550,571 4.48GAM InternationalManagement Limited 3,354,301 3.30 Appendix D Definitions The following definitions apply throughout this announcement unless the contextotherwise requires: "3i" 3i Group plc "3i Funds" 3i Europartners Va LP and 3i Europartners Vb LP "3i Investment the members of the investment committee of 3i InvestmentsCommittee" who have approved the investment by the 3i Investors in Inspicio, namely Jonathan Russell, Ian Nolan, Bruce Carnegie-Brown "3i Investments" 3i Investments plc, a wholly owned subsidiary of 3i "3i Investors" 3i, the 3i Funds, 3i Pan European Buyouts 2006-08 A LP, 3i Pan European Buyouts 2006-08 B LP, 3i Pan European Buyouts 2006-08 C LP, 3i Parallel Ventures LP, Pan European Buyouts Co-Invest 2006-08 LP, Pan European Buyouts (Nordic) Co-Invest 2006-08 LP and Pan European Buyouts (Dutch) A Co-Invest 2006-08 LP "AIM" the AIM market operated by London Stock Exchange "Angus Holdco" a company to be incorporated and which will be the ultimate parent of Angus Newco "Angus Newco a trust or other similar entity to be established to holdEmployee Trust" Angus Holdco Shares on behalf of certain employees of the Inspicio Group "Angus Holdco 17 per cent. rolled up interest unsecured preferred equity PECs" certificates in Angus Holdco "Angus Holdco ordinary shares in the capital of Angus HoldcoShares" "Angus Holdco bonds to be issued by Angus Holdco that convert at a ratioConvertible Bonds" of 1:1 into Angus Holdco Shares "Angus Newco" Angus Newco Limited, a company incorporated in the Cayman Islands with incorporation number WK-200699 "Angus Newco Angus Holdco and its subsidiary undertakings and where theGroup" context permits, each of them "Angus Newco Board" Alan Giddins, Mark Silver and Richard McBrideor "Directors ofAngus Newco" "Annual Report and the annual report and audited accounts of Inspicio for theAccounts of year ended 2006Inspicio" "Australia" the Commonwealth of Australia, its states, territories and possessions "Authorisations" regulatory authorisations, orders, grants, recognitions, confirmations, consents, licences, clearances, certificates, permissions or approvals "business day" a day (other than a Saturday and a Sunday) on which banks are generally open for business in London "Canada" Canada, its provinces and territories and all areas subject to its jurisdiction and any political sub-division thereof "certificated" or in relation to a share or other security, a share or other"certificated security title to which is recorded in the relevantform" register of the share or other security as being held in certificated form (that is, not in CREST) "Citi" Citigroup Global Markets Limited "Closing Price" the closing middle market price of an Inspicio Share as derived from the AIM appendix to the Daily Official List of the London Stock Exchange "Code"or "City the City Code on Takeovers and MergersCode" "Companies Act" or the Companies Act 1985, as amended, or where relevant the"Act" Companies Act 2006 and where any specific provision of the Companies Act 1985 is referred to, this will include, where relevant, any equivalent provision of the Companies Act 2006 "Credit shall have the meaning given to such term in paragraph 10Facilities" of this announcement "CREST" the relevant system (as defined in the Regulations) in respect of which Euroclear is the operator (as defined in the Regulations) "Data Room" the online data room made available to Angus Newco containing documents and information pertaining to the Inspicio Group and its affairs "Euroclear UK" or Euroclear UK & Ireland Limited"Euroclear" "Executive Mark Silver, Richard McBride, Julie Dedman and NeilManagement Team" Hopkins "First Closing the date which is 21 days following the posting of theDate" Offer Document "Form of the form of acceptance and authority relating to the OfferAcceptance" which will accompany the Offer Document for use by Inspicio Shareholders in connection with the Offer "General Meeting" the extraordinary general meeting of Inspicio (including any adjournment of that meeting), notice of which will be contained in the Offer Document "Independent Lesley James, Chris Slack and Mark Watts, being thoseDirectors" Inspicio Directors who are independent in relation to the Offer and who constitute the independent committee of the Inspicio Board formed to consider the Offer "Independent Inspicio Shareholders, other than the Executive ManagementShareholders" Team and any person acting or deemed to be acting in concert with Angus Newco or the Executive Management Team or Keith Tozzi "Inspicio" Inspicio plc "Inspicio Board" or the directors of Inspicio, being Lesley James, Richard"Inspicio McBride, Mark Silver, Chris Slack, Keith Tozzi and MarkDirectors" Watts "Inspicio Group" Inspicio and its subsidiary undertakings and where the context permits, each of them "Inspicio Option a holder of share options under the Inspicio Share OptionHolders Schemes "Inspicio a holder of Inspicio Shares and "Inspicio Shareholders" andShareholder" or "Shareholders" shall be construed accordingly"Shareholder" "Inspicio Share the Inspicio Employee Benefit Trust Incentive Plan and theOption Schemes" Inspicio Share Option Scheme "Inspicio Share options granted pursuant to the Inspicio Share OptionOptions" Schemes "Inspicio Shares" the existing issued or unconditionally allotted and fully paid ordinary shares of 10p each in the capital of Inspicio and any further shares which are unconditionally allotted or issued before the date on which the Offer closes (or such earlier date or dates, not being earlier than the date on which the Offer becomes unconditional as to acceptances or, if later, the First Closing Date of the Offer, as Angus Newco may decide) but excluding in both cases any such shares held or which become held in treasury "Inspicio Warrant Marwyn Capital Limitedholder" "Inspicio the warrants over a total of 990,000 Inspicio Shares issuedWarrants" pursuant to a warrant agreement dated 6 October 2005 "Investment the agreement dated 13 December 2007 made between (1) AngusAgreement" Newco, (2) the members of the Executive Management Team, (3) the 3i Investors, and (4) 3i Investments "Kaupthing" Kaupthing Singer & Friedlander Limited "London Stock London Stock Exchange plcExchange" "Management the arrangements under which the Executive Management TeamArrangements" will subscribe for Angus Holdco Shares and Angus Holdco PECs and all other matters relating to the Executive Management Team's proposed investment in, and relationship with Angus Newco as described in paragraph 8 of this announcement "Management the Inspicio Shares held by the members of the ExecutiveShares" Management Team "Offer" the recommended cash offer made by Angus Newco to acquire all of the Inspicio Shares on the terms and subject to the conditions to be set out in the Offer Document and (in respect of Inspicio Shares in certificated form) the Form of Acceptance, including where the context so permits or requires, any subsequent revision, variation, extension or renewal thereof "Offer Document" the document to be sent to Inspicio Shareholders (other than certain Overseas Shareholders) containing and setting out the terms and conditions of the Offer "Offer Period" the period commencing on 12 October 2007 and ending on the First Closing Date or, if later, on the date on which the Offer becomes or is declared unconditional as to acceptances or lapses or is withdrawn "Offer Price" 225 pence in cash per Inspicio Share "Overseas Inspicio Shareholders (or nominees of, or custodians orShareholders" trustees for Inspicio Shareholders) not resident in or citizens of the United Kingdom "Panel" or "Takeover the Panel on Takeovers and MergersPanel" "Regulations" the Uncertificated Securities Regulations 2001 "Regulatory any information service authorised from time to time by theInformation Financial Services AuthorityService" "Resolution" the ordinary resolution to be proposed at the General Meeting for the purposes of approving the Management Arrangements as required by Note 4 on Rule 16 of the City Code, the arrangements with Keith Tozzi and the arrangements with respect to the Angus Newco Employee Trust "Restricted any jurisdiction where local laws or regulations may resultJurisdiction" in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to Inspicio Shareholders in that jurisdiction "Rothschild" N M Rothschild & Sons Limited "Significant a direct or indirect interest of 20 per cent. or more ofInterest" the total voting rights conferred by the equity capital of an undertaking "subsidiary", to be construed in accordance with the Companies Act"subsidiaryundertaking", and"undertaking" "uncertificated" or a share or other security title to which is recorded in the"in uncertificated relevant register of the share or security concerned asform" being held in uncertificated form, in CREST, and title to which, by virtue of the Regulations, may be transferred by means of CREST "Unconditional the date on which the Offer becomes or is declared to beDate" unconditional in all respects "United Kingdom" or the United Kingdom of Great Britain and Northern Ireland"UK" "United States" or United States of America and all of its possessions and"US" territories "US Securities the United States Securities Act of 1933Act" "Wider Inspicio Inspicio and associated undertakings and any other bodyGroup" corporate, partnership, joint venture or person in which Inspicio and such undertakings (aggregating their interests) have a Significant Interest "Wider Angus Newco Angus Newco Group and associated undertakings and any otherGroup" body corporate, partnership, joint venture or person in which Angus Newco and such undertakings (aggregating their interests) have a Significant Interest All references to legislation in this announcement are to English legislationunless the contrary is indicated. Any reference to any provision of anylegislation shall include any amendment, modification, extension or re-enactmentthereof. All references to time in this announcement are to London time. Words in thisannouncement importing the singular shall include the plural and vice versa. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
3i Group