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6 October 2005 Inspicio plc Acquisition of the Inspectorate Group (“Inspectorate”) Proposed placings of 52,000,000 new Ordinary Shares of 10p each at 100p per share, raising £52 million Inspicio plc, which listed on AIM in April 2005, today announces the first acquisition in its strategy to grow through the acquisition and integration of UK and international testing, inspection and performance conformity businesses. Today’s acquisition is a global platform for future bolt-on acquisitive growth. Highlights Acquisition • Acquisition of Inspectorate, the global inspection and testing group, for a cash consideration of £52 million, financed through the placing of 52,000,000 new Ordinary Shares at £1 per share, raising £52 million, and through £20million bank debt facilities • Acquisition delivered ahead of timeframe set out at the IPO in April 2005 • Inspectorate is being acquired from BSI Group, which Mark Silver (CEO of Inspicio) and Keith Tozzi (Chairman of Inspicio) ran between 1998 and 2000 • Inspicio plc was advised by Marwyn Capital and Robert W. Baird Ltd • Inspectorate has an established brand and is one of only five global businesses in the inspection and testing market, operating in 125 countries, with 3,800 staff and with turnover in 2004 of £98.4million • Inspectorate is an exciting consolidation platform and a strong strategic fit for Inspicio • Mark Silver and Keith Tozzi, when at BSI, bought Inspectorate in 1998 when the business had turnover of £74.5million with operating margins of 7.1 percent – an 8% operating margin is targeted within two years • Inspectorate operates in an exciting and growing market which is being driven by regulation. Inspectorate operates in three robust market categories – Oil and Petrochemicals, Metals and Minerals, and Agro-commodities/Food Safety • Inspectorate infrastructure is very well invested • Inspectorate has a strong operational management team which will be incentivised through a margin-based performance-related share option scheme Mark Silver, Chief Executive Officer of Inspicio plc said: “We are pleased to have delivered this acquisition ahead of time. Our team is excited by the potential of this business which has been run as part of BSI Group, since 1998. We know the business well and are confident it can deliver an operating margin of 8%. “Inspectorate offers us a strategic platform to add further value to shareholders through earnings enhancing bolt-on acquisitions.” For full release, please see pdf |