REG - HGGC, LLC Inspired PLC - Intrepid Bidco Offer Update Announcement

InspiredAnnouncement

28/07/2025 16:30

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RNS Number : 8605S  HGGC, LLC  28 July 2025

DISCLOSURE UNDER RULE 2.10(A) OF THE TAKEOVER CODE

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

 

THE OFFER WILL BE MADE IN THE UNITED STATES PURSUANT TO APPLICABLE LAWS AND
REGULATIONS, INCLUDING SECTION 14(E) AND REGULATION 14E UNDER THE US EXCHANGE
ACT OF 1934, AS AMENDED (THE "US EXCHANGE ACT"), TO THE EXTENT APPLICABLE.
BIDCO AND ITS AFFILIATES AND AGENTS MAY PURCHASE INSPIRED SHARES OUTSIDE THE
OFFER, OUTSIDE THE UNITED STATES, IN COMPLIANCE WITH APPLICABLE LAWS AND
REGULATIONS, INCLUDING THE US EXCHANGE ACT.

 

FOR IMMEDIATE RELEASE

28 July 2025

 

 

RECOMMENDED CASH OFFER

for

INSPIRED PLC

by

INTREPID BIDCO LIMITED

 

(a newly formed company indirectly wholly owned by funds managed and/or
advised by HGGC, LLC and its affiliates)

 

OFFER UPDATE ANNOUNCEMENT

 

SHAREHOLDER SUPPORT FROM 68.06% OF INSPIRED SHAREHOLDERS 1  (#_ftn1) *

 

 

On 26 June 2025, the boards of directors of each of Intrepid Bidco Limited
("Bidco") and Inspired PLC ("Inspired") announced that they had reached
agreement on the terms of a recommended cash offer pursuant to which Bidco, a
newly formed company owned indirectly by funds managed and/or advised by HGGC,
LLC and its affiliates, would acquire the entire issued and to be issued share
capital of Inspired (the "Intrepid Offer").

 

The offer document in relation to the Intrepid Offer was published and made
available to Inspired Shareholders, participants in the Inspired Share Plans,
holders of Inspired Warrants, holders of Inspired CLNs and to persons with
information rights on 11 July 2025 (the "Offer Document"), together with (for
those Inspired Shareholders who hold their Inspired Shares in certificated
form) the related Form of Acceptance.

 

Terms used but not defined in this announcement have the same meaning given to
them in the Offer Document. This announcement should be read in conjunction
with the full text of the Offer Document. All references to times in this
announcement are to London times, unless otherwise stated. A copy of the Offer
Document is available on Bidco's website at www.hggc.com/announcement
(http://www.hggc.com/announcement) and on Inspired's website at
https://inspiredplc.co.uk/investors/ (https://inspiredplc.co.uk/investors/) .

 

As set out below, the Intrepid Offer, which remains subject to the outstanding
Conditions set out in the Offer Document, remains open until 1.00 p.m. on 9
September 2025 (the "Unconditional Date").

 

---------------------------------------

*The level of shareholder support from Inspired Shareholders being 68.06% is
conditional on the Regent Offer lapsing. Under Rule 17 of the Takeover Code,
as at 1 p.m. (London time) on 25 July 2025 (being the last Business Day prior
to the date of this Announcement), Bidco had received valid acceptances of the
Offer in respect of 112,808 Inspired Shares, representing approximately 0.07
per cent. of the issued ordinary share capital of Inspired. In addition, Bidco
has received valid acceptances in respect of 110,525 Inspired Warrants,
representing, in aggregate with the Inspired Shares, approximately 0.10 per
cent. of the entire issued and to be issued share capital of Inspired.

Regent Invocation Notice

 

On 22 April 2025, Regent Acquisitions 2025 Limited ("Regent") announced a cash
offer to acquire the entire issued and to be issued share capital of Inspired
not already held by any member of the wider Regent Group (the "Regent Offer").

 

On 7 May 2025, Regent announced that the offer document containing, amongst
other things, the full terms of the Regent Offer and the procedures for
acceptance was published and made available to Inspired Shareholders and
persons with information rights (the "Regent Offer Document"). The Regent
Offer is conditional solely on valid acceptances being received (and not
validly withdrawn) by no later than 1.00 p.m. (London time) on the
unconditional date in respect of such number of Inspired Shares as shall, when
aggregated with any Inspired Shares acquired or unconditionally agreed to be
acquired (whether by Regent or any of the other wholly owned subsidiaries of
Regent International Holdings Limited, and whether pursuant to the Regent
Offer or otherwise), represent Inspired Shares carrying in aggregate more than
50% of the voting rights then normally exercisable at a general meeting of
Inspired Shareholders (the "Regent Acceptance Condition"). Pursuant to the
terms of the Regent Offer Document, Regent reserved the right to seek to
invoke the Regent Acceptance Condition by publishing an "acceptance condition
invocation notice" in accordance with Rule 31.6 of the Takeover Code (the
"Invocation Notice"), thereby causing the Regent Offer to lapse.

 

On 25 July 2025, Regent published an Invocation Notice pursuant to which,
should the Regent Acceptance Condition not be satisfied by 1.00 p.m. (London
Time) on 8 August 2025, Regent announced its intention to invoke the Regent
Acceptance Condition so as to cause the Regent Offer to lapse. The Invocation
Notice is irrevocable and may not be withdrawn by Regent.

 

Regent Letter of Intent

 

Bidco is pleased to announce that it has received a conditional letter of
intention from Regent dated 25 July 2025, confirming that, in the event the
Regent Offer lapses on 8 August 2025, Regent intends to:

(a)      accept the Intrepid Offer in respect of the 46,865,710 Inspired
Shares (representing approximately 29.36 % of Inspired's issued share capital)
currently held by the wider Regent Group; and

(b)     accept the proposals made on 11 July 2025 by Bidco under Rule 15 of
the Takeover Code in respect of the 20,000,000 Inspired Warrants and the
£2,000,000 Inspired CLNs held by the wider Regent Group.

(the "Regent Letter of Intent")

 

Level of support

 

Accordingly, Bidco has now received irrevocable undertakings or letters of
intent in respect of:

(a)        108,652,392 Inspired Shares, representing approximately 68.06
per cent. of Inspired's issued share capital;

(b)        45,341,444 Inspired Warrants; and

(c)        £5,000,000 Inspired CLNs.

 

The level of shareholder support from Inspired Shareholders being 68.06% is
conditional on the Regent Offer lapsing. Under Rule 17 of the Takeover Code,
as at 1 p.m. (London time) on 25 July 2025 (being the last Business Day prior
to the date of this Announcement), Bidco had received valid acceptances of the
Offer in respect of 112,808 Inspired Shares, representing approximately 0.07
per cent. of the issued ordinary share capital of Inspired. In addition, Bidco
has received valid acceptances in respect of  110,525 Inspired Warrants,
representing, in aggregate with the Inspired Shares, approximately 0.10 per
cent. of the entire issued and to be issued share capital of Inspired.

 

Acceptance Condition

 

Pursuant to the Cooperation Agreement, Bidco has agreed with Inspired to waive
down the Initial Acceptance Level (being 102,228,035 Inspired Shares
equivalent to approximately 64.03 per cent. of the voting rights of Inspired
Shares normally exercisable at a general meeting of Inspired) to the Revised
Acceptance Level to take into account the number of Dilutive Securities which
Bidco and any person acting in concert with Bidco acquires or agrees to
acquire whether by way of acceptance of a Rule 15 Proposal or otherwise,
subject always to compliance with Rule 10 of the Takeover Code.

 

Should the Dilutive Securities which are subject to the irrevocable
undertakings or letters of intent be acquired by Bidco or agreed to be
acquired whether by way of acceptance of a Rule 15 Proposal or otherwise,
subject always to compliance with Rule 10 of the Takeover Code, the Revised
Acceptance Level would be equal to 86,605,762 Inspired Shares (equating to
approximately 54.25 per cent. of the voting rights then normally exercisable
at a general meeting of Inspired).

 

Unconditional Date

 

The Intrepid Offer, which remains subject to the outstanding Conditions set
out in the Offer Document, remains open until 1.00 p.m. on the Unconditional
Date. The Unconditional Date may be brought forward or extended in accordance
with the Takeover Code, as further described in paragraph 1 of Part C of
Appendix I (Conditions to and further terms of the Acquisition) to the Offer
Document. If the Intrepid Offer becomes or is declared Unconditional, Bidco
will keep the Intrepid Offer open for acceptances for at least 14 days
following the Unconditional Date (as defined in the Offer Document).

 

Acceptance procedure

 

Inspired Shareholders who have not yet accepted the Intrepid Offer are urged
to do so as soon as possible but, in any event, by no later than 1.00 p.m.
(London time) on 9 September 2025.

 

Inspired Shareholders who have not yet accepted the Intrepid Offer are urged
to do so as soon as possible in accordance with the procedures set out in
paragraph 20 of Part 1 (Letter from Intrepid Bidco Limited) of the Offer
Document. By way of summary:

 

·   to accept the Intrepid Offer in respect of certificated Inspired
Shares, you must complete and return the Form of Acceptance, together with
your share certificate(s) and/or other document(s) of title, as soon as
possible and, in any event, so as to be received by Equiniti Limited, Aspect
House, Spencer Road, Lancing, West Sussex BN99 6DA by no later than 1.00 p.m.
on the Unconditional Date; and

·    acceptances in respect of uncertificated Inspired Shares should be
made electronically through CREST so that the TTE instruction settles no later
than 1.00 p.m. on the Unconditional Date. CREST sponsored members should refer
to their CREST sponsor, as only the CREST sponsor will be able to send the
necessary TTE instruction(s) to Euroclear.

If you have any questions about the Offer Document or are in any doubt as to
how to complete the Form of Acceptance (if you hold Inspired Shares in
certificated form), or how to make an Electronic Acceptance (if you hold
Inspired Shares in uncertificated form), or if you want to request a further
copy of the Offer Document (and/or any information incorporated into them by
reference to another source) please contact the Receiving Agent, Equiniti, on
+44 (0) 371 384 2030. Lines are open 8.30 a.m. to 5.30 p.m. (London time)
Monday to Friday (excluding English and Welsh public holidays). Calls to the
helpline from outside the UK will be charged at the applicable international
rate. Different charges may apply to calls from mobile telephones and calls
may be recorded and randomly monitored for security and training purposes. The
helpline cannot provide advice on the merits of the Intrepid Offer nor give
any financial, legal or tax advice.

Inspired Shareholders who have previously accepted the Regent Offer and who
now wish to withdraw their acceptance of the Regent Offer may do so by (i)
sending written notice by post to Regent's receiving agent Neville Registrars
Limited at Neville House, Steelpark Road, Halesowen B62 8HD or, by hand (only
during normal business hours) at Neville Registrars Limited, Neville House,
Steelpark Road, Halesowen B62 8HD; or (ii) for those Inspired Shareholders who
hold Inspired Shares in uncertificated form, sending (or, if a CREST sponsored
member, procuring that its CREST sponsor sends) an ESA instruction to settle
in CREST in relation to each electronic acceptance to be withdrawn. Further
details can be found on pages 31 and 32 of the Regent Offer Document.

 

General

 

The calculations in this announcement are based on: (i) 159, 649,070 Inspired
Shares in issue as at the close of business on 25 July 2025 (being the last
Business Day prior to the date of this announcement); and (ii), in respect of
the Inspired Share Options, Inspired Warrants and Inspired CLNs, a fully
diluted issued ordinary share capital of 226,606,067 Inspired Shares.

 

Enquiries:

 Stanton (PR adviser to HGGC and Bidco)                      Tel: +1 646 502 3513

 Tom Faust
 Rothschild & Co. (financial adviser to HGGC and Bidco)      Tel: +44 (0)20 7280 5000

 Alistair Allen

 Rob McCann

 Matt Jaquiss-Ollier

Kirkland & Ellis International LLP is acting as legal adviser to HGGC and
Bidco.

Further information

N. M. Rothschild & Sons Limited ("Rothschild & Co."), which is
authorised and regulated by the FCA in the United Kingdom, is acting as
financial adviser to Bidco and HGGC and no one else in connection with the
matters described in this announcement and will not be responsible to anyone
other than Bidco and HGGC for providing the protections afforded to clients of
Rothschild & Co., or for providing advice in connection with the matters
referred to herein. Neither Rothschild & Co. nor any of its group
undertakings or affiliates owes or accepts any duly, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Rothschild & Co. in connection with this announcement, any statement
contained in this announcement or any matter referred to herein. No
representation or warranty, express or implied, is made by Rothschild &
Co. as to the contents of this announcement.

No person has been authorised to give any information or make any
representations other than those contained in this announcement and, if given
or made, such information or representations must not be relied upon as having
been authorised by Inspired, the Inspired Directors, Bidco, the Bidco
Director, HGGC, or by Rothschild & Co. or any other person involved in the
Acquisition.

 

Important notices

 

This announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of Inspired in any
jurisdiction in contravention of applicable law. The Acquisition will be
implemented solely pursuant to the terms of the Offer Document which contains
the full terms and conditions of the Acquisition, including details of how to
accept the Offer. Any decision or response in relation to the Acquisition
should be made only on the basis of the information contained in the Offer
Document.

The release, distribution or publication of this announcement in whole or in
part, directly or indirectly in, into or from jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.

This announcement does not constitute a prospectus, prospectus equivalent
document or exempted document.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

Overseas Shareholders

The release, publication or distribution of this announcement in, into or from
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than the UK
should inform themselves of, and observe, any applicable legal or regulatory
requirements. Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person. This announcement has been prepared in accordance
with and for the purpose of complying with English law, the Takeover Code, the
Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and
information disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside England.

The availability of the Acquisition to Inspired Shareholders who are not
resident in and citizens of the UK may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions. Any
failure to comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person. Further details in relation to Overseas
Shareholders are contained in the Offer Document.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, in whole or in part, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may accept the Offer by any such use, means,
instrumentality or from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction. Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such documents
(including, without limitation, agents, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Doing so may render invalid any related purported
acceptance of the Offer. Unless otherwise permitted by applicable law and
regulation, the Offer may not be made directly or indirectly, in or into, or
by the use of mails or any means or instrumentality (including, but not
limited to, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of any Restricted Jurisdiction
and the Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.

Further details in relation to Overseas Shareholders are included in the Offer
Document and Inspired Shareholders are advised to read carefully the Offer
Document.

The Acquisition will be subject to English law, the applicable requirements of
the Companies Act 2006, the Takeover Code, the Panel, the FCA and the London
Stock Exchange and applicable securities law.

Note to U.S. holders of Inspired Shares

The Offer is being made for the securities of an English company that is
listed on the London Stock Exchange by means of a contractual takeover offer
under the Takeover Code and English law and is subject to disclosure
requirements and practices that are different, in some cases materially, from
the tender offer rules of the United States. The financial information
included in the Offer Document has been prepared in accordance with accounting
standards applicable in the United Kingdom and thus may not be comparable to
financial information of U.S. companies or companies whose financial
statements are prepared in accordance with generally accepted accounting
principles in the United States.

For U.S. holders of Inspired Shares, the receipt of cash pursuant to the terms
of the Acquisition as consideration for the transfer of their Inspired Shares,
may be treated as a taxable transaction for U.S. federal income tax purposes
and under applicable U.S. state and local, as well as foreign and other, tax
laws. Each holder of Inspired Shares is urged to consult with its own legal,
tax and financial advisers in connection with making a decision regarding this
transaction and as to the U.S. federal, and applicable U.S. state, local, and
foreign, tax consequences to it of the transaction contemplated hereby in
light of such holders' specific circumstances.

The Offer will be made in the United States in accordance with the
requirements of Regulation 14E under the U.S. Exchange Act to the extent
applicable. The Offer qualifies for "Tier I" exemptions from the tender offer
rules included in Regulation 14E under the U.S. Exchange Act for cross-border
tender offers. Accordingly, the Offer will be subject to disclosure and other
procedural requirements under the applicable laws of the United Kingdom,
including with respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments that may be materially different from those
applicable to tender offers for U.S. domestic companies and other companies
for which "Tier I" exemptions do not apply.

Once the Offer becomes or is declared Unconditional, Bidco will acquire all
Inspired Shares that have by that time been validly tendered (or deemed to
have been validly tendered) in acceptance of the Offer and will, in accordance
with the Takeover Code, settle the relevant consideration for all such
accepted Inspired Shares (other than in respect of participants in the
Inspired Share Plans, in respect of whom settlement will be effected through
payroll or such other method as may be determined by Inspired): (i) in the
case of acceptances received, valid and complete in all respects, by the date
on which the Offer becomes or is declared Unconditional, within 14 days of
such date; or (ii) in the case of acceptances of the Offer received, valid and
complete in all respects, after the date on which the Offer becomes or is
declared Unconditional but while it remains open for acceptance, within 14
days of the date of such receipt, in each case, rather than the three trading
days that U.S. investors may be accustomed to in U.S. domestic tender offers.
Similarly, if the Offer is terminated or withdrawn, all documents of title
will be returned to Inspired Shareholders within 14 days of such termination
or withdrawal. U.S. investors should closely read Appendix IV (Additional
Information) of the Offer Document for further details.

In accordance with normal UK practice and Rule 14e-5(b) under the U.S.
Exchange Act, Bidco and its nominees or brokers (acting as agents), may from
time to time make certain purchases of, or arrangements to purchase, Inspired
Shares outside the United States, other than pursuant to the Offer, before or
during the period in which the Offer remains open for acceptance. Also, in
accordance with Rule 14e-5(b) of the U.S. Exchange Act. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Such purchases, or arrangements to
purchase, shall comply with applicable rules in the United Kingdom and the
rules of the London Stock Exchange. Any information about such purchases will
be disclosed as required in the United Kingdom, will be reported to a
Regulatory Information Service of the FCA and will be available on the London
Stock Exchange website: www.londonstockexchange.com.

Bidco is a private limited company incorporated under English law. As a
result, it may be difficult for investors to effect service of process within
the United States upon the Bidco Directors or otherwise compel Bidco, Inspired
or their respective directors, officers and affiliates to subject themselves
to the jurisdiction and judgment of a U.S. court. It may not be possible to
sue Bidco or Inspired, or any of their respective directors, officers or
affiliates, in a non-U.S. court for violations of U.S. securities laws. There
is doubt as to the enforceability in the United Kingdom, in original actions
or in actions for enforcement of judgments of the U.S. courts, of civil
liabilities predicated upon U.S. federal securities laws.

Publication on website and availability of hard copies

A copy of this announcement will be available free of charge, subject to
certain restrictions relating to persons resident or located in Restricted
Jurisdictions, for inspection on Bidco's website at www.hggc.com/announcement
(http://www.hggc.com/announcement) and on Inspired's website at
https://inspiredplc.co.uk/investors/ (https://inspiredplc.co.uk/investors/) ,
by no later than 12.00 p.m. (London time) on the business day following
publication of this announcement and during the course of the Offer. For the
avoidance of doubt, unless otherwise stated, neither the contents of Bidco's
website or Inspired's website nor the contents of any website accessible from
hyperlinks on Bidco's website or Inspired's website (or any other websites
referred to in this announcement) are incorporated into, or form part of, this
announcement.

Pursuant to Rule 30.3 of the Takeover Code, you may, subject to certain
restrictions relating to persons resident or located in any Restricted
Jurisdictions, request a hard copy of this announcement and all information
incorporated into this announcement by contacting the Registrar at Equiniti
Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United
Kingdom, or on +44 (0) 333 207 6505 between 8.30 a.m. to 5.30 p.m. (London
time) Monday to Friday (excluding public holidays in the United Kingdom). For
deaf and speech impaired shareholders, calls can be made via Relay UK. Please
see www.relayuk.bt.com for more information. Please note that Equiniti cannot
provide any financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes. In accordance with Rule 30.3 of
the Takeover Code, a person so entitled may also request that all future
documents, announcements and information in relation to the Acquisition should
be sent to them in hard copy form. If you have received this announcement in
electronic form or via a website notification, hard copies of this
announcement and any document or information incorporated by reference into
this announcement will not be provided unless such a request is made.

Inspired Shareholders may also, subject to certain restrictions relating to
persons resident or located in any Restricted Jurisdictions, request that all
future documents, announcements and information sent to them in relation to
the Acquisition be in hard copy form. A hard copy of such document (including
this announcement), announcement or information will not be sent unless so
requested.

Forward-looking statements

This announcement contains certain statements about Bidco and Inspired that
are or may be forward-looking statements, including with respect to the
Acquisition. Forward-looking statements are prospective in nature and are not
based on historical facts, but rather on current assumptions, expectations,
valuations, targets, estimates, forecasts and projections of Bidco and
Inspired about future events, and are therefore subject to risks and
uncertainties which could cause actual results, performance or events to
differ materially from those expressed or implied by the forward-looking
statements. All statements other than statements of historical facts included
in this announcement may be forward-looking statements. Without limitation,
forward-looking statements often include words such as "targets", "plans",
"believes", "hopes", "continues", "expects", "aims", "intends", "will", "may",
"should", "would", "could", "anticipates", "estimates", "will look to",
"budget", "strategy", "would look to", "scheduled", "goal", "prepares",
"forecasts", "cost-saving", "is subject to", "synergy", "projects" or words or
terms of similar substance or the negative thereof.

By their nature, forward-looking statements involve risk and uncertainty,
because they relate to events and depend on circumstances that will occur in
the future and the factors described in the context of such forward-looking
statements in this announcement could cause actual results and developments to
differ materially from those expressed in or implied by such forward-looking
statements. Such risks and uncertainties include, but are not limited to, the
possibility that the Acquisition will not be pursued or consummated, failure
to obtain necessary regulatory approvals or to satisfy any of the other
conditions to the Acquisition if it is pursued, adverse effects on the market
price of Bidco's or Inspired's ordinary shares and on Bidco's or Inspired's
operating results because of a failure to complete the Acquisition, failure to
realise the expected benefits of the Acquisition, negative effects relating to
the announcement of the Acquisition or any further announcements relating to
the Acquisition or the consummation of the Acquisition on the market price of
Inspired Shares, significant transaction costs and/or unknown liabilities, the
Inspired Group incurring and/or experiencing unanticipated costs and/or delays
(including IT system failures, cyber-crime, fraud and pension scheme
liabilities), general economic and business conditions that affect the
Inspired Group following the consummation of the Acquisition, changes in
global, political, economic, business, competitive, market and regulatory
forces (including exposures to terrorist activities), future exchange and
interest rates, changes in tax laws, regulations, rates and policies, future
business combinations or disposals, changes in general economic and business
conditions, changes in the behaviour of other market participants, weak,
volatile or illiquid capital and/or credit markets, interest rate and currency
value fluctuations, changes in laws or in supervisory expectations or
requirements and competitive developments. Although it is believed that the
expectations reflected in such forward-looking statements are reasonable, no
assurance can be given that such expectations will prove to have been correct
and you are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
announcement. If any one or more of these risks or uncertainties materialises
or if any one or more of the assumptions proves incorrect, actual results may
differ materially from those expected, estimated or projected.

All forward-looking statements contained in this announcement are expressly
qualified in their entirety by the cautionary statements contained or referred
to in this section.

Each forward-looking statement speaks only as of the date of this
announcement. Neither Bidco nor Inspired, nor any of their respective
associates or directors, officers or advisers, provides any representation,
warranty, assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement will
actually occur. Other than in accordance with their legal or regulatory
obligations (including under the Takeover Code, the UK Listing Rules and the
Disclosure Guidance and Transparency Rules), neither the Bidco Group nor the
Inspired Group is under, or undertakes, any obligation, and each of the
foregoing expressly disclaims any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of: (i) the offeree company;
and (ii) any securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
https://www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and when any
offeror was first identified. You should contact the Takeover Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether
you are required to make an Opening Position Disclosure or a Dealing
Disclosure.

Information relating to Inspired Shareholders

Please be aware that addresses, electronic addresses and certain other
information provided by Inspired Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Inspired may
be provided to Bidco during the offer period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.

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