REG - Inspired PLC HGGC, LLC - Potential Offer for Inspired PLC

InspiredAnnouncement

27/05/2025 07:00

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RNS Number : 0927K  Inspired PLC  27 May 2025

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.

 

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

FOR IMMEDIATE RELEASE

 

27 May 2025

 

Potential Offer for Inspired PLC ("Inspired" or the "Company")

 

The Boards of Inspired and HGGC, LLC today announce that funds managed and/or
advised by HGGC, LLC and its affiliates ("HGGC") are in detailed discussions
with Inspired regarding a possible cash offer of 81p per Inspired share, to be
made by HGGC and/or a newly formed entity controlled by HGGC for the entire
issued and to be issued share capital of Inspired (the "HGGC Superior
Proposal").

HGGC is the third party that was referenced in the response document published
by Inspired on 21 May 2025 in response to the unsolicited offer for the
Company from Regent Acquisitions 2025 Limited ("Regent") which the Board of
Inspired has unanimously recommended that shareholders reject.

It is expected that the HGGC Superior Proposal would be structured as a
takeover offer (as defined in Chapter 3 of Part 28 of the Companies Act 2006
(the "Act")) with an acceptance condition set at a level that would be capable
of being satisfied without requiring Regent or any affiliated entity to accept
the offer in respect of its existing interests in the Company's shares. It is
also expected that HGGC would reserve the right to implement the HGGC Superior
Proposal as a Scheme of Arrangement pursuant to Part 26 of the Act with the
consent of the Takeover Panel and with the Company's agreement.

The Board of Inspired has indicated to HGGC that, should a firm offer be made
on the financial terms of the HGGC Superior Proposal and with an acceptance
condition set at this level, it would be minded to recommend such an offer to
Inspired shareholders, subject to the agreement of the other terms of the
offer. The Board of Inspired has considered, in particular, the potential
effects of the offer by Regent Acquisitions 2025 Limited ("Regent's Offer") on
the Company's business and potential future market value.

HGGC intends to reduce the terms of the HGGC Superior Proposal by the amount
of the final dividend for the year ended 31 December 2024 of 1p per Inspired
Share proposed by the Inspired Directors on 31 March 2025 (the "Final
Dividend") if paid. In light of this, the Board of Inspired would be minded to
withdraw the Final Dividend, should a firm offer be made on the financial
terms of the HGGC Superior Proposal. There can be no certainty that an offer
will be made. A further announcement will be made when appropriate.

Inspired shareholders are urged to take no action in respect of Regent's
Offer.

The person responsible for arranging this announcement on behalf of Inspired
is Paul Connor, Chief Financial Officer.

This announcement has been made with the consent of HGGC.

Enquiries:

 Inspired PLC                              Tel: +44 (0)1772 689 250
 Mark Dickinson, CEO

 Paul Connor, CFO
 Evercore (Financial Adviser to Inspired)  Tel: +44 (0)20 7653 6000
 Ed Banks

 Dimi Georgiou

 Wladimir Wallaert
 Shore Capital (Nomad and Joint Broker)    Tel: +44 (0)20 7408 4090
 Patrick Castle

 James Thomas

 Sophie Collins
 Panmure Liberum (Joint Broker)            Tel: +44 (0)20 3100 2000
 Edward Mansfield

 Satbir Kler

 Joshua Borlant
 Alma Strategic Communications             +44 (0) 20 3405 0205
 Justine James                             +44 (0) 7525 324431

 Hannah Campbell                           inspired@almastrategic.com

 Will Ellis Hancock

Inside Information

The information contained within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulation (EU) no.
596/2014 as it forms part of domestic law in the United Kingdom by virtue of
the European Union (Withdrawal) Act 2018. On the publication of this
announcement via a Regulatory Information Service, this inside information is
now considered to be in the public domain.

Code notes

HGGC reserves the right to make an offer for Inspired on less favourable terms
than those set out in this announcement: (i) with the agreement or
recommendation of the Inspired Board; (ii) if a third party announces a
possible offer or a firm intention to make an offer for Inspired which, at
that date, is of a value less than the value implied by the HGGC Superior
Proposal; or (iii) following the announcement by Inspired of a Rule 9 waiver
transaction pursuant to the Code. HGGC reserves the right to introduce other
forms of consideration and/or vary the mix or composition of consideration of
any offer. HGGC reserves the right to reduce the terms of the HGGC Superior
Proposal to take account of the value of any dividend or other distribution
which is announced, declared, made or paid by Inspired after the date of this
announcement.

HGGC is required, by not later than 5.00 p.m. on 29 June 2025, to either
announce a firm intention to make an offer for the Company in accordance with
Rule 2.7 of the Code or announce that it does not intend to make an offer, in
which case the announcement will be treated as a statement to which Rule 2.8
of the Code applies.

Disclaimer

Evercore Partners International LLP ("Evercore"), which is authorised and
regulated by the Financial Conduct Authority ("FCA") in the UK, is acting
exclusively as financial adviser to Inspired and no one else in connection
with the matters described in this announcement and will not be responsible to
anyone other than Inspired for providing the protections afforded to clients
of Evercore nor for providing advice in connection with the matters referred
to herein. Neither Evercore nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, 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 Evercore in connection with
this announcement, any statement contained herein, any offer or otherwise.
Apart from the responsibilities and liabilities, if any, which may be imposed
on Evercore by the Financial Services and Markets Act 2000, or the regulatory
regime established thereunder, or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant regulatory regime
would be illegal, void or unenforceable, neither Evercore nor any of its
affiliates accepts any responsibility or liability whatsoever for the contents
of this announcement, and no representation, express or implied, is made by
it, or purported to be made on its behalf, in relation to the contents of this
announcement, including its accuracy, completeness or verification of any
other statement made or purported to be made by it, or on its behalf, in
connection with Inspired or the matters described in this announcement. To the
fullest extent permitted by applicable law, Evercore and its affiliates
accordingly disclaim all and any responsibility or liability whether arising
in tort, contract or otherwise (save as referred to above) which they might
otherwise have in respect of this announcement, or any statement contained
herein.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited
(either individually or collectively "Shore Capital"), which are authorised
and regulated by the Financial Conduct Authority ("FCA") in the UK, are acting
exclusively for Inspired and no one else in connection with the matters
described in this announcement and will not be responsible to anyone other
than Inspired for providing the protections afforded to clients of Shore
Capital nor for providing advice in connection with the matters referred to
herein. Neither Shore Capital nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, 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 Shore Capital in connection
with this announcement, any statement contained herein, any offer or
otherwise. Apart from the responsibilities and liabilities, if any, which may
be imposed on Shore Capital by the Financial Services and Markets Act 2000, or
the regulatory regime established thereunder, or under the regulatory regime
of any jurisdiction where exclusion of liability under the relevant regulatory
regime would be illegal, void or unenforceable, neither Shore Capital nor any
of its affiliates accepts any responsibility or liability whatsoever for the
contents of this announcement, and no representation, express or implied, is
made by it, or purported to be made on its behalf, in relation to the contents
of this announcement, including its accuracy, completeness or verification of
any other statement made or purported to be made by it, or on its behalf, in
connection with Inspired or the matters described in this announcement. To the
fullest extent permitted by applicable law, Shore Capital and its affiliates
accordingly disclaim all and any responsibility or liability whether arising
in tort, contract or otherwise (save as referred to above) which they might
otherwise have in respect of this announcement, or any statement contained
herein.

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
in the United Kingdom by the FCA, is acting as corporate broker exclusively
for Inspired and no one else in connection with the matters set out in this
announcement. Panmure Liberum will not regard any other person as its client
in relation to the matters or arrangement set out in this announcement and
will not be responsible to anyone other than Inspired for providing the
protections afforded to clients of Panmure Liberum, nor for providing advice
in relation to matters or arrangements referred to in this announcement.
Neither Panmure Liberum nor any of its affiliates (nor their respective
directors, officers, employees or agents) owes or accepts any duty, 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
Panmure Liberum in connection with this announcement, any statement contained
herein or otherwise. No representation or warranty, express or implied, is
made by Panmure Liberum as to the contents of this announcement.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for HGGC and for no one else in connection with
the subject matter of this announcement and will not be responsible to anyone
other than HGGC for providing the protections afforded to its clients or for
providing advice in connection with the subject matter of this announcement.

No profit forecasts or estimates or Quantified Financial Benefits Statements

No statement in this announcement is intended as a profit forecast or estimate
for any period or a quantified financial benefits statement and no statement
in this announcement should be interpreted to mean that earnings or earnings
per share or dividend per share for Inspired for the current or future
financial periods would necessarily match or exceed the historical published
earnings or earnings per share or dividend per share for Inspired.

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, 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
www.thetakeoverpanel.org.uk (http://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
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.

Rule 2.4 information

Prior to this announcement it has not been practicable for HGGC to make
enquiries of all persons acting in concert with it to determine whether any
dealings in Inspired shares by such persons give rise to a requirement under
Rule 6 or Rule 11 of the Code for HGGC, if it were to make an offer, to offer
any minimum level, or particular form, of consideration. Any such details
shall be announced as soon as practicable and in any event by no later than
the deadline for HGGC's Opening Position Disclosure.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) at www.hggc.com/announcement
(http://www.hggc.com/announcement) and at https://inspiredplc.co.uk/investors/
(https://inspiredplc.co.uk/investors/) by no later than 12 noon (London time)
on the business day following the date of this announcement. The content of
the websites referred to in this announcement are not incorporated into and do
not form part of this announcement.

Additional Information

This announcement is not intended to, and does not, constitute or form part of
any 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 this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted. The distribution of this
announcement in jurisdictions other than the United Kingdom and the
availability of any offer to shareholders of Inspired who are not resident in
the United Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or shareholders of Inspired who are not resident in
the United Kingdom will need to inform themselves about, and observe any
applicable requirements.

 

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