REG - Inspired PLC - Form 8 (OPD) Inspired PLC

InspiredAnnouncement

06/05/2025 15:30

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250506:nRSF5470Ha&default-theme=true

RNS Number : 5470H  Inspired PLC  06 May 2025

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     Inspired PLC
 (b) Owner or controller of interests and short positions disclosed, if          n/a
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient. For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  Inspired PLC
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         6 May 2025

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:

                                                                      Interests      Short positions

                                                                      Number  %      Number    %
 (1) Relevant securities owned and/or controlled:                     Nil            Nil
 (2) Cash-settled derivatives:                                        Nil            Nil

 (3) Stock-settled derivatives (including options) and agreements to  Nil            Nil
 purchase/sell:
                                                                      Nil            Nil

      TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   n/a
 Details, including nature of the rights concerned and relevant percentages:  n/a

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:

 A)   Interests in ordinary shares of Inspired PLC held by the directors of
 Inspired PLC and their close relatives and related trusts or companies

Name             Number of Inspired PLC ordinary shares  Percentage of issued ordinary share capital of Inspired PLC (%)*
 Richard Logan    110,327                                 0.06

 Mark Dickinson   1,226,288                               0.76

 Paul Connor      470,000                                 0.29

 David Cockshott  237,000                                 0.14

 Sangita Shah     291,597                                 0.18

 Dianne Walker    13,412                                  0.00

 Peter Tracey**   125,000                                 0.07

* rounded down after 2 decimal places

 **shares held by Hurtwood Capital Limited, a company in which Peter Tracey is
 an Executive Director, his private family office.

 B)   Interests held as options, warrants or awards held by directors of
 Inspired PLC in ordinary shares in Inspired PLC.

Name             Scheme                          Date of grant     Date of lapse     Number of ordinary shares  Exercise / vesting period                                Exercise price (per share) (£)
 Mark Dickinson   Warrants                        8 January 2025    8 January 2027    394,860                    Vested - exercisable at any time up to 8 January 2027    £0.80

          Inspired Incentive Plan (IIP)   25 May 2023       25 May 2033       194,293                    Vest on 25 May 2026                                      Nil

 Paul Connor      Warrants                        8 January 2025    8 January 2027    137,500                    Vested - exercisable at any time up to 8 January 2027    £0.80

          EMI / unapproved share options  22 December 2015  22 December 2025  200,000                    Vested - exercisable at any time up to 22 December 2025  £1.3375

          EMI / unapproved share options  7 April 2016      7 April 2026      175,000                    Vested - exercisable at any time up to 7 April 2026      £1.25

          EMI / unapproved share options  16 April 2015     16 April 2025     44,000                     Options lapsed 16 April 2025                             £1.125

          Inspired Incentive Plan (IIP)   25 May 2023       25 May 2033       140,695                    Vest on 25 May 2026                                      Nil

 David Cockshott  Warrants                        8 January 2025    8 January 2027    75,000                     Vested - exercisable at any time up to 8 January 2027    £0.80

          Unapproved share options        30 June 2021      30 June 2031      150,000                    Vest on 31 March 2025                                    Nil

          Inspired Incentive Plan (IIP)   25 May 2023       25 May 2033       133,995                    Vest on 25 May 2026                                      Nil

 Sangita Shah     Warrants                        8 January 2025    8 January 2027    250,000                    Vested - exercisable at any time up to 8 January 2027    £0.80

 Peter Tracey     Warrants                        8 January 2025    8 January 2027    125,999                    Vested - exercisable at any time up to 8 January 2027    £0.80

 Richard Logan    Warrants                        8 January 2025    8 January 2027    35,525                     Vested - exercisable at any time up to 8 January 2027    £0.80

 Dianne Walker    Warrants                        8 January 2025    8 January 2027    4,315                      Vested - exercisable at any time up to 8 January 2027    £0.80

 

 C)   The Inspired Energy PLC Employee Benefit Trust also holds 1,974,750
 Ordinary Shares, equal to 1.24% of Inspired PLC's issued share capital.

* rounded down after 2 decimal places

**shares held by Hurtwood Capital Limited, a company in which Peter Tracey is
an Executive Director, his private family office.

 

B)   Interests held as options, warrants or awards held by directors of
Inspired PLC in ordinary shares in Inspired PLC.

 

 Name             Scheme                          Date of grant     Date of lapse     Number of ordinary shares  Exercise / vesting period                                Exercise price (per share) (£)
 Mark Dickinson   Warrants                        8 January 2025    8 January 2027    394,860                    Vested - exercisable at any time up to 8 January 2027    £0.80

                  Inspired Incentive Plan (IIP)   25 May 2023       25 May 2033       194,293                    Vest on 25 May 2026                                      Nil

 Paul Connor      Warrants                        8 January 2025    8 January 2027    137,500                    Vested - exercisable at any time up to 8 January 2027    £0.80

                  EMI / unapproved share options  22 December 2015  22 December 2025  200,000                    Vested - exercisable at any time up to 22 December 2025  £1.3375

                  EMI / unapproved share options  7 April 2016      7 April 2026      175,000                    Vested - exercisable at any time up to 7 April 2026      £1.25

                  EMI / unapproved share options  16 April 2015     16 April 2025     44,000                     Options lapsed 16 April 2025                             £1.125

                  Inspired Incentive Plan (IIP)   25 May 2023       25 May 2033       140,695                    Vest on 25 May 2026                                      Nil

 David Cockshott  Warrants                        8 January 2025    8 January 2027    75,000                     Vested - exercisable at any time up to 8 January 2027    £0.80

                  Unapproved share options        30 June 2021      30 June 2031      150,000                    Vest on 31 March 2025                                    Nil

                  Inspired Incentive Plan (IIP)   25 May 2023       25 May 2033       133,995                    Vest on 25 May 2026                                      Nil

 Sangita Shah     Warrants                        8 January 2025    8 January 2027    250,000                    Vested - exercisable at any time up to 8 January 2027    £0.80

 Peter Tracey     Warrants                        8 January 2025    8 January 2027    125,999                    Vested - exercisable at any time up to 8 January 2027    £0.80

 Richard Logan    Warrants                        8 January 2025    8 January 2027    35,525                     Vested - exercisable at any time up to 8 January 2027    £0.80

 Dianne Walker    Warrants                        8 January 2025    8 January 2027    4,315                      Vested - exercisable at any time up to 8 January 2027    £0.80

 

C)   The Inspired Energy PLC Employee Benefit Trust also holds 1,974,750
Ordinary Shares, equal to 1.24% of Inspired PLC's issued share capital.

 

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 None

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"

 None

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  NO
 Supplemental Form 8 (SBL)             NO

 

 

 Date of disclosure:  6 May 2025
 Contact name:        Paul Connor
 Telephone number:    +44 (0) 1772 689250

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(https://url.avanan.click/v2/r02/___http:/www.thetakeoverpanel.org.uk___.YXAxZTpzaG9yZWNhcDphOm86YWNiZDBlYjVmNzBmNzJkOGY0OGY2YzBmNTA2NmIwNmE6NzphMDkzOjE3YWFkZmFkZTFlNDkzYjVmODIyZDBlMjhhODI0NjU0YWJlYzJlMjE5MjhmMGI4NmNkM2E3MTViNGJkNzRmNzM6cDpUOk4)
.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  FEEMZGGKDVKGKZM