Downing's 9% Stake Heats Up High-Stakes Bidding War for Inspecs Group

LONDON, UK – December 02, 2025 – In a move that adds a significant new dimension to an already tense takeover battle, investment firm Downing LLP has today disclosed a substantial 9.16% stake in Inspecs Group Plc. The public declaration, mandated by market regulations, confirms Downing's position as a major shareholder just as the Bath-headquartered eyewear company navigates a complex web of competing acquisition offers. The timing of this revelation is critical, signaling the emergence of a powerful new voice in a corporate saga set to define the future of the global eyewear specialist.

The Regulatory Spotlight: More Than Just a Filing

The disclosure arrived via a Form 8.3, a regulatory filing required under the UK's Takeover Code. This rule compels any entity holding an interest of 1% or more in a company subject to a takeover offer to publicly reveal its position and any subsequent dealings. While a procedural requirement, a Form 8.3 filing is one of the most potent signals in the world of mergers and acquisitions. It provides crucial transparency, preventing stealth accumulations of stock and alerting all market participants to the positions of significant investors.

For Inspecs Group, currently in a formal "offer period" that began on October 23, 2025, this filing is anything but routine. It confirms that Downing, managing a total of 9,318,068 ordinary shares on behalf of its clients, is now a pivotal stakeholder. This level of ownership grants the investment firm a powerful seat at the table, capable of influencing the outcome of any shareholder vote on a potential deal. The filing also noted a minor sale of 8,550 shares, a routine dealing that does little to diminish the strategic weight of its overall holding.

A Crowded Field: The Contenders for Inspecs' Future

Downing's disclosure lands in the middle of a multi-party bidding contest for Inspecs, a situation that has grown more intricate over the past several weeks. The Takeover Panel has already extended the "put up or shut up" deadline to December 18, 2025, giving potential suitors more time to formalize their intentions after a flurry of initial proposals.

The key contenders include:

• H2 Equity Partners Ltd., which has put forward a non-binding cash offer of 84 pence per share, the highest proposal to date. Their offer also includes an alternative involving unlisted securities.
• A consortium featuring Risk Capital Partners and notable investor Ian Livingstone, which has also tabled a non-binding proposal for a cash offer with an unlisted share alternative.
• Italian eyewear giant Safilo Group S.p.A., which initially showed interest in acquiring specific assets—namely Inspecs’ Eschenbach Group and BoDe businesses—before submitting two offers for the entire company. The Inspecs board rejected both of Safilo's bids, stating they "fundamentally undervalue the Company" and were less attractive than competing proposals. Safilo remains in the wings, reportedly evaluating its next move.

The extension of the deadline underscores the complexity of the negotiations and the board's effort to secure maximum value for shareholders. Now, with Downing's significant stake made public, the calculus for each bidder has changed.

The Prize: Why Inspecs is a Strategic Target

Founded in 1988, Inspecs Group has grown into a global player in the eyewear market, with a vertically integrated model spanning design, manufacturing, and distribution of optical frames, sunglasses, and lenses. Its operations stretch from the UK and Europe to the US and China, giving it significant global reach.

Strategic acquisitions have been key to its growth, notably the €95 million purchase of German rival Eschenbach Group in 2020 and the addition of distributor BoDe a year later. These moves expanded its footprint in the crucial German market and broadened its product portfolio. However, the company has faced headwinds. In its latest preliminary results for the year ended December 31, 2024, group revenue saw a 2% decline to £198.3 million. With a current market capitalization hovering around £71.78 million, some analysts believe the market has undervalued its strategic assets and global infrastructure, making it a prime target for acquisition.

For a potential buyer, Inspecs offers an established global supply chain, a diverse portfolio of licensed and proprietary brands, and a strong presence in key international markets. In an industry seeing ongoing consolidation, acquiring Inspecs could provide a significant competitive advantage and immediate scale.

Downing's Gambit: Kingmaker in a High-Stakes Game

The emergence of Downing LLP as a near-10% shareholder introduces a powerful new variable into this equation. The firm's motivation is not yet publicly stated, but several strategic possibilities exist. Downing could be positioning itself as a classic arbitrageur, accumulating a stake to profit from the premium of an eventual takeover. Alternatively, it could adopt a more activist stance, using its influence to push the board toward what it deems the most favorable offer or to agitate for a higher bid.

With a holding of this size, Downing could theoretically act as a 'kingmaker,' with its block of votes proving decisive in a close shareholder decision. The bidders must now consider how to win over not just the board but also this major institutional investor. Downing's presence could force the suitors to refine their offers, potentially driving up the final acquisition price.

As the December 18 deadline approaches, all eyes will be on the next moves from H2 Equity Partners, the Livingstone-led consortium, and a potentially reconsidering Safilo. But now, they must all factor in the silent but significant power wielded by Downing LLP, whose strategic play has just been laid bare for the entire market to see.