8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 20, 2021

INNOSPEC INC.

(Exact name of registrant as specified in its charter)

Delaware	001-13879	98-0181725
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8310 South Valley Highway

Suite 350

Englewood, Colorado, 80112

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (303) 792-5554

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value	IOSP	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01 Regulation FD Disclosure.

On April 20, 2021, Innospec Inc. (the “Company”) issued a press release regarding speculation in relation to a possible offer for the entire issued and to be issued share capital of Elementis plc (“Elementis”), a public limited company registered in England and Wales. A copy of the Press Release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated April 20, 2021.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

Forward-Looking Statements

This report contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Such forward-looking statements include statements (covered by words like “expects,” “estimates,” “anticipates,” “may,” “believes,” “feels” or similar words or expressions, for example) which relate to the potential offer related to Elementis, growth potential, operating performance, events or developments that we expect or anticipate will or may occur in the future. Although forward-looking statements are believed by management to be reasonable when made, they are subject to certain risks, uncertainties and assumptions, including risks, uncertainties and assumptions relating to Innospec and affecting our business operations and prospects are described in Innospec’s Annual Report on Form 10-K for the year ended December 31, 2020, subsequent Quarterly Reports, and other reports filed with the U.S. Securities and Exchange Commission. You are urged to review our discussion of risks and uncertainties that could cause actual results to differ from forward-looking statements under the heading “Risk Factors” in such reports. Innospec undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 20, 2021

INNOSPEC INC.
By:	/s/ David B. Jones
	David B. Jones
	General Counsel and Chief Compliance Officer

EX-99.1

Exhibit 99.1

20 April 2021

Press Speculation Regarding Possible Offer for Elementis plc (“Elementis”)

Innospec Inc. (“Innospec”), a global speciality chemicals company, notes the recent speculation with regard to a potential offer for Elementis plc.

On 31 March 2021, an approach was made by Innospec to the Board of Elementis. This approach was rejected by the Board of Elementis on 9th April 2021 and Innospec subsequently ceased active consideration on 15th April 2021.

The approach sought the support of the Elementis Board for a possible all share offer of 160p per Elementis share with a maximum 50% cash alternative with mix and match facility.

As a result of the rejection, Innospec is no longer currently considering this acquisition.

Innospec believes the combination of the companies would have created benefits for both sets of shareholders given the compelling strategic fit.

The Proposal would have enabled Elementis shareholders to share in future value creation substantially beyond the headline offer price through significant anticipated synergies and an expected re-rating of the Elementis business to Innospec’s materially higher valuation multiple.

Innospec remains highly focused on delivering value for its own shareholders. Innospec will only pursue transactions which meet its investment criteria and where it is appropriate to do so, taking into account the importance of maintaining a prudent capital structure under current economic conditions.

This is a statement to which Rule 2.8 of the Code applies.

For the purposes of Rule 2.8 of the Code, Innospec reserves the right to set aside the restrictions in Rule 2.8 in the following circumstances:

i. with the agreement of the Elementis Board;

ii. if a third party announces a firm intention to make an offer for Elementis;

iii. if Elementis announces a “whitewash” proposal (as referred to in Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); and

iv. if there has been a material change of circumstances (as determined by the Panel on Takeovers and Mergers).

About Innospec Inc.

Innospec Inc. is an international specialty chemicals company with approximately 1900 employees in 24 countries. Innospec manufactures and supplies a wide range of specialty chemicals to markets in the Americas, Europe, the Middle East, Africa and Asia-Pacific. The Fuel Specialties business specializes in manufacturing and supplying fuel additives that improve fuel efficiency, boost engine performance and reduce harmful emissions. Oilfield Services provides specialty chemicals to all elements of the oil and gas exploration and production industry. The Performance Chemicals business creates innovative technology-based solutions for our customers in the Personal Care, Home Care, Agrochemical, Mining and Industrial markets. Octane Additives produced octane improvers to enhance gasoline.

Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Such forward-looking statements include statements (covered by words like “expects,” “estimates,” “anticipates,” “may,” “could,” “believes,” “feels,” “plan,” “intend” or similar words or expressions, for example) which relate to earnings,

growth potential, operating performance, events or developments that we expect or anticipate will or may occur in the future. Although forward-looking statements are believed by management to be reasonable when made, they are subject to certain risks, uncertainties and assumptions, including, the effects of the COVID-19 pandemic, such as its duration, its unknown long-term economic impact, measures taken by governmental authorities to address it and the manner in which the pandemic may precipitate or exacerbate other risks and/or uncertainties, and our actual performance or results may differ materially from these forward-looking statements. Additional information regarding risks, uncertainties and assumptions relating to Innospec and affecting our business operations and prospects are described in Innospec’s Annual Report on Form 10-K for the year ended December 31, 2019, Innospec’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 and other reports filed with the U.S. Securities and Exchange Commission. You are urged to review our discussion of risks and uncertainties that could cause actual results to differ from forward-looking statements under the heading “Risk Factors” in such reports. Innospec undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Enquiries

Innospec

Brian Watt

Senior Vice President

+44 (0)151 356 6241

XML

Document and Entity Information	Apr. 20, 2021
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001054905
Document Type	8-K
Document Period End Date	Apr. 20, 2021
Entity Registrant Name	INNOSPEC INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-13879
Entity Tax Identification Number	98-0181725
Entity Address, Address Line One	8310 South Valley Highway
Entity Address, Address Line Two	Suite 350
Entity Address, City or Town	Englewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80112
City Area Code	(303)
Local Phone Number	792-5554
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value
Trading Symbol	IOSP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false