Recommended cash offer by Angus Newco Ltd (a company backed by 3i and funds managed by 3i) for Inspicio plc

The Directors of Angus Newco, a company backed by 3i and funds managed by 3i and the Independent Directors of Inspicio plc (‘Inspicio’) are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Angus Newco.

The offer will be made at a price of 225 pence in cash for each Inspicio share valuing Inspicio at approximately £228.6 million and representing an 33.5 % premium to the average closing price of 168.5p per Inspicio share for the six month period prior to the commencement of the offer period.

On 12 October 2007 Inspicio announced that it had received approaches from interested parties regarding a potential offer for Inspicio. Since then, the Independent Directors and their financial advisers have invited expressions of interest from both trade and private equity parties. As part of these discussions, a number of parties were allowed access to due diligence as part of a competitive process. The offer being announced today represents the conclusion of that competitive process.

The Independent Directors, who are not connected with Angus Newco and are advised by Kaupthing, consider the terms of the offer to be fair and reasonable and unanimously recommend that Inspicio shareholders accept the offer. Members of the Executive Management Team, Keith Tozzi and the Independent Directors have given Angus Newco irrevocable undertakings to accept the offer in respect of all of their respective beneficial holdings of Inspicio shares amounting in aggregate to 1,011,860 Inspicio shares representing approximately 1.0% of the existing issued share capital of Inspicio. Including support received from institutional shareholders, in total Angus Newco has received irrevocable undertakings and non-binding letters of intent to accept the offer in respect of 20,544,812 Inspicio shares representing in aggregate approximately 20.2% of Inspicio’s existing issued share capital.

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 a position to invest in Inspicio. We are looking forward to working with the management team, led by Mark Silver, to help the business achieve its full potential. Inspicio’s business reflects 3i’s global presence and the underlying organic growth prospects for Inspicio remain strong. In addition we are committed to supporting Inspicio’s acquisitive strategy to continue to build its international presence in its core markets.”

Commenting on the offer on behalf of the Independent Directors, Lesley James said: "Today, the Independent Directors have pleasure in bringing to a close a process that started over two months ago. In that time we have evaluated all aspects of the offer from 3i, as well as proposals from a number of other potential bidders. We have concluded that the offer from 3i is in the best interests of Inspicio''s shareholders as a whole and recommend that shareholders accept the offer."

Mark Silver, CEO of Inspicio said: “This is a good deal for Inspicio and provides an opportunity for the company to fulfil its potential. It will enable us to exploit fully the growth opportunities in the global testing and inspection market with the support of a long term investor who understands our business and our strategy.”