31st Jul 2026 14:00
31 July 2026
PROJECT AURORA BIDCO LIMITED
Rule 19.6(b) update with respect to post-offer intention statements in relation to the recommended acquisition of Spectris Limited (formerly Spectris plc)
Project Aurora Bidco Limited ("Bidco"), a special purpose vehicle indirectly wholly owned by investment funds and vehicles advised or sponsored by Kohlberg Kravis Roberts & Co. L.P. and its affiliates ("KKR"), refers to its acquisition of Spectris Limited (formerly Spectris plc) ("Spectris" and together with its direct and indirect subsidiaries as at the date of this announcement, the "Spectris Group") (the "Acquisition") implemented by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") in accordance with the terms of a circular in relation to the Scheme sent to Spectris Shareholders dated 29 July 2025 (the "Scheme Document"), which became effective in accordance with its terms on 4 December 2025 (the "Closing Date").
In connection with the Acquisition, KKR and Bidco made certain post-offer intention statements pursuant to Rule 2.7(c)(viii) and Rule 24.2 of the City Code on Takeovers and Mergers in Bidco's announcement of a firm intention to make an offer for Spectris dated 2 July 2025 (the "Rule 2.7 Announcement"), which were reaffirmed in the Scheme Document and again in Bidco's increased offer announcement dated 5 August 2025 (together with the Rule 2.7 Announcement and the Scheme Document, the "Offer Documentation"). Capitalised terms used in this announcement shall, unless otherwise defined, have the meanings set out in the Scheme Document.
The Offer Documentation stated that, save as in accordance with the Profit Improvement Programme being implemented in 2025, KKR did not intend to make any material reduction to the headcount or any material change to the conditions of employment or to the balance of skills and functions of the Spectris Group's employees or management. The Offer Documentation also stated that a number of PLC-related functions were expected to be impacted upon Spectris ceasing to operate as a publicly listed company, which could impact a number of roles. The Offer Documentation further noted Bidco's intention to conduct, together with the Spectris management team, a detailed evaluation of Spectris' business and operations to determine investment and growth priorities and an optimal organisational structure following the Closing Date (the "Evaluation"). It is noted that, as at the Closing Date, the Spectris Group's headcount consisted of 7,152 full-time employees ("FTEs") (the "Relevant Headcount").
As part of the ongoing Evaluation, and including FTEs impacted by Spectris' pre-existing Profit Improvement Programme, as well as those FTEs in public-company related functions, it is expected that a total of up to 1,200 FTEs (representing up to 16.78% of Relevant Headcount) across 25 countries who comprised part of the Spectris Group's Relevant Headcount as at the Closing Date will have ceased to be employed by the Spectris Group in the period between the Closing Date and the first anniversary of the Closing Date (the "Relevant Period"). This includes 301 FTEs (representing 4.20% of Relevant Headcount) who have voluntarily resigned or retired from their employment with the Spectris Group ("Voluntary Leavers") between the Closing Date and the date of this announcement.
During the same period, the Spectris Group has recruited a total of 485 new FTEs (representing 6.78% of Relevant Headcount) who have commenced employment with the Spectris Group between the Closing Date and the date of this announcement (the "New Joiners"). In addition, it is contemplated that up to 415 additional new FTEs (representing up to 5.80% of Relevant Headcount) may be hired during the remainder of the Relevant Period (the "Future New Joiners"), contributing to an expected total of up to 900 FTE hires during the Relevant Period.
In respect of prior years, it is noted that normal voluntary turnover totalled between 7.79% of FTEs in the full calendar year 2025, 6.67% in 2024 and 7.50% in 2023 and total headcount reduction amounted to 12.76% in 2025, 10.70% in 2024 and 10.60% in 2023.
The revised proposed headcount changes are summarised in the table below:
Stage | Headcount figure | Percentage Change to Relevant Headcount |
Headcount at Closing Date | 7,152 | - |
Revised projection for total FTE departures during Relevant Period* | 1,200 | -16.78% |
Revised projection for total number of new FTE hires during Relevant Period | 900 | +12.58% |
*Excludes Voluntary Leavers following the date of this announcement
Enquiries
FGS Global (PR Adviser to KKR and Bidco) Faeth BirchAlastair Elwen
| +44 20 7251 3801
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