Inspicio Press Release - Recommended Cash Offer

14 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 are pleased to announce that they have reached agreement on the terms of a recommended 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 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."

Commenting on the Offer, Mark Silver said:

"This is a good deal for Inspicio and provides an opportunity for the company to fulfill 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."

This summary should be read in conjunction with, and is subject to, the full text of the following announcement. The Offer will be made subject to the conditions set out in Appendix A to this announcement and to the full terms and conditions to be set out in the Offer Document and (in respect of certificated Inspicio Shares) in the Form of Acceptance. To view the complete announcement click here.