REG - Inspired PLC - Annual Report 2022 and Notice of AGM

InspiredAnnouncement

05/06/2023 07:00

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RNS Number : 5749B  Inspired PLC  05 June 2023

5 June 2023

Inspired plc

("Inspired", the "Company" or the "Group")

 

Annual Report 2022, Notice of AGM and Proposed Share Consolidation

 

Inspired (AIM: INSE), a leading technology enabled service provider
supporting businesses in their drive to net zero, controlling energy costs and
managing their response to climate change, confirms the Group's Annual General
Meeting ("AGM") will be held at 10:00 am on Friday, 30 June 2023 at Ship Canal
House, 98 King Street, Manchester, M2 4WU.

 

The Group's Annual Report and Accounts for the year to 31 December 2022, with
the Notice of AGM and Form of Proxy, is expected to be posted to shareholders
in the Company ("Shareholders") tomorrow, on Tuesday, 6 June 2023. Copies of
the Annual Report and the Notice of the AGM are also made available to view on
the Company's website at www.inspiredplc.co.uk (http://www.inspiredplc.co.uk)
.

 

Included in the Notice of AGM is a resolution to approve a consolidation of
the Company's ordinary shares. The directors of the Company (the "Directors")
propose a 10 for one consolidation of the Company's existing ordinary shares
of £0.00125 each in the capital of the Company ("Ordinary Shares") (the
"Consolidation"). The resolution required to effect this (resolution 11) is
proposed as an ordinary resolution at the AGM.

 

As at 5 June 2023, there are 1,004,587,795 Ordinary Shares in issue. The
Directors consider that this is an unwieldy number given the Company's market
capitalisation and when combined with the Company's prevailing share price,
may not at times be conducive to an orderly market.

 

The Directors believe that these factors have the potential to de-stabilise
the Company's share price. The Directors consider that the Consolidation will
result in a more appropriate share capital structure for the Company, which is
expected to positively impact the liquidity and trading activity in the
Company's shares.

 

It is proposed that every 10 existing Ordinary Shares in issue at 6:00 pm on
30 June 2023 be consolidated into one new ordinary share of £0.0125 each
("New Ordinary Shares"). The proportion of existing Ordinary Shares held by
each Shareholder immediately before the Consolidation will, save for
fractional entitlements, be the same as the proportion of New Ordinary Shares
held by each Shareholder immediately after the Consolidation.

 

The New Ordinary Shares will carry the same rights as the existing Ordinary
Shares, save as to their nominal value, as set out in the articles of
incorporation of the Company.

 

Expected Share Consolidation Timetable ((1) (2))

( )

 Notice of AGM and Form of Proxy posted                                          6 June 2023

 Latest time and date for receipt of completed Forms of Proxy in respect of the  10.00 am on 28 June 2023
 AGM

 Time and date of the AGM                                                        10.00 am on 30 June 2023

 Record date for Consolidation (existing Ordinary Share register closed and      6.00 pm on 30 June 2023
 existing Ordinary Shares disabled in CREST)

 Listing and admission of New Ordinary Shares                                    8.00 am on 3 July 2023

 Dealings in the New Ordinary Shares commence and enablement in CREST in         3 July 2023
 respect of uncertificated New Ordinary Shares

 Fractional shares to be sold                                                    3 July 2023

 Share certificates to be posted to Shareholders                                 17 July 2023

 

Notes:

 

(1) All of the times referred to in this document refer to London time, unless
otherwise stated.

 

(2) Each of the times and dates in the above timetable is subject to change.
If any of the above times and/or dates change, the revised times and dates
will be notified to Shareholders by an announcement through a Regulatory
Information Service.

 

Further information on the Share Consolidation

 

To effect the Consolidation, it may be necessary to issue up to 9 additional
existing Ordinary Shares so that the Company's issued ordinary share capital
is exactly divisible by 10. It is proposed that these additional existing
Ordinary Shares will be issued to the Company's nominated adviser and joint
broker, Shore Capital. These additional Ordinary Shares would only represent
an entitlement to a fraction of a New Ordinary Share so this fraction would be
sold pursuant to the arrangements for fractional entitlements described below.

 

In the event that the number of existing Ordinary Shares held by a Shareholder
is not exactly divisible by 10, the Consolidation will generate an entitlement
to a fraction of a New Ordinary Share.

 

The Company proposes that any such fractional entitlements will be aggregated
and sold in the market for the best price reasonably obtainable with the
proceeds being to the benefit of the Company. Given the small economic value
of such fractional entitlements, the Board is of the view that the
distribution of the sale proceeds to individual Shareholders would result in a
disproportionate cost to the Company.

 

Any Shareholder holding fewer than 10 Ordinary Shares at record date for the
Consolidation, being 6.00 pm on 30 June 2023 will cease to be a Shareholder.

 

The issued share capital of the Company immediately following the
Consolidation is expected to comprise 100,458,780 New Ordinary Shares.

 

The entitlements to New Ordinary Shares of holders of share options or other
instruments convertible into existing Ordinary Shares will be adjusted in
accordance with their terms to reflect the Consolidation.

 

Application will be made for the simultaneous cancellation of the existing
Ordinary Shares from CREST and admission of the New Ordinary Shares to CREST
and their admission to trading on AIM. The New Ordinary Shares may thereafter
be held and transferred by means of CREST. It is expected that new Ordinary
Shares which are held in uncertificated form will be credited to the relevant
CREST accounts on 3 July 2023 and admitted to trading on AIM on the same day.

 

Definitive share certificates in respect of those New Ordinary Shares which
will be held by Shareholders who currently hold their existing Ordinary Shares
in certificated form are expected to be dispatched to relevant Shareholders
within 14 days of admission of the new ordinary shares. Share certificates in
respect of existing Ordinary Shares will cease to be valid on 1 July 2023 and,
pending delivery of share certificates in respect of New Ordinary Shares,
transfers will be certified against the register.

 

Enquiries please contact:

 

 Inspired PLC                                        www.inspiredplc.co.uk

                                                   (https://url.avanan.click/v2/___http:/www.inspiredplc.co.uk___.YXAxZTpzaG9yZWNhcDphOm86OGRjYWVkMGI1NjcxMWZkZDYwZTk0NTkxNGJlNWVjOGE6NjozY2U1OjIyNTZhYWE0NTZiMWM4OTY4MGY3OWQwNDBiZjg1YzgyYzI2ODczM2IxNDI1NjNkMTMwNzQ4MjI4Y2U3NjdiNzY6cDpU)
 Mark Dickinson (Chief Executive Officer)

                                                   +44 (0) 1772 689250
 Paul Connor (Chief Financial Officer)

 David Cockshott (Chief Commercial Officer)

 Shore Capital (Nominated Adviser and Joint Broker)   +44 (0) 20 7408 4090

 Patrick Castle

 James Thomas

 Rachel Goldstein

 Liberum (Joint Broker)                              +44 (0)20 3100 2000

 Edward Mansfield

 William Hall

 Alma PR                                             +44 (0) 20 3405 0205

 Justine James                                       +44 (0) 7525 324431

 Hannah Campbell                                     inspired@almapr.co.uk

                                                   (https://url.avanan.click/v2/___mailto:inspired@almapr.co.uk___.YXAxZTpzaG9yZWNhcDphOm86OGRjYWVkMGI1NjcxMWZkZDYwZTk0NTkxNGJlNWVjOGE6Njo2ZjEyOjlkNjk5YjlkZjI3MjcwNjU4YmRjZGQwN2NlMGMxYjdiODQ3N2Q0ZGM5YjZiYzUzYWFhODhjMjQ3MTU0NWRkMjA6cDpU)
 Will Ellis Hancock

 

Notes to editors

 

Inspired PLC is a leading technology enabled service provider of energy
advisory and sustainability services, supporting businesses in their drive to
net zero, controlling energy costs and managing their response to climate
change.

 

Founded in 2000, Inspired operates three divisions: Energy Solutions
(Assurance and Optimisation), Software Solutions and ESG Solutions, providing
expert energy advisory and sustainability services to over 3,400 businesses in
the UK and Ireland who typically spend more than £100,000 on energy and water
per year.

 

Inspired has been recognised with the London Stock Exchange's Green Economy
market since 2020 for its environmental and strategic advice, service, and
support to customers and is also ranked as the UK's leading advisor by the
independent energy market intelligence consultancy, Cornwall Insight.

 

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