REG - Inspired PLC HGGC, LLC - Recommended Cash Offer Declared Unconditional

InspiredAnnouncement

15/08/2025 08:45

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RNS Number : 5096V  Inspired PLC  15 August 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 SUCH JURISDICTION

FOR IMMEDIATE RELEASE

15 August 2025

RECOMMENDED CASH OFFER

for

INSPIRED PLC

by

INTREPID BIDCO LIMITED

Offer from HGGC Unconditional

The Board of Inspired PLC ("Inspired") notes the recent announcement by
Intrepid Bidco Limited ("Bidco"), a newly formed company managed by funds
managed and/or advised by HGGC, LLC ("HGGC") and its affiliates, that as at
1.00 p.m. on 14 August 2025, it has received acceptances of 63.72% for the
recommended all cash offer for the entire issued and to be issued ordinary
share capital of Inspired (the "HGGC Offer"), such that the Acceptance
Condition to HGGC's Offer has now been satisfied. The Board also notes that
HGGC has waived the remaining conditions to the Offer and that, accordingly,
the HGGC Offer and each of the Rule 15 Proposals is now unconditional.

As a 63.72% shareholder Bidco now has significant control over Inspired and is
in a position to ensure the approval, or rejection of ordinary resolutions of
Inspired and determine the overall strategy of the Inspired Group.

The Board also notes that if, by virtue of its shareholding and further
acceptances of the Offer Bidco has acquired or agreed to acquire issued share
capital carrying 75% or more of the voting rights of Inspired, it intends to
procure that Inspired makes an application to the London Stock Exchange for
the cancellation of the admission to trading of Inspired Shares on AIM. This
would significantly reduce the liquidity and marketability of any Inspired
Shares in respect of which the HGGC Offer has not been accepted at that time
and their value may be affected as a consequence.

The Board therefore strongly recommends any shareholder or Inspired Warrant
Holder that has not yet accepted the HGGC Offer or the Warrant Offer, as
applicable, to do so now so that they can receive their cash consideration as
soon as possible. As a result of the HGGC Offer being declared unconditional,
the offer period in relation to Inspired has now ended.

Capitalised terms used in this announcement, unless otherwise defined, shall
have the meanings given to them in the Rule 2.7 Announcement.

 

 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 / Wladimir Wallaert / Alex Bennett
 Dimi Georgiou / Nirav Amlani
 Shore Capital (nominated adviser and joint corporate broker to Inspired)  Tel: +44 (0) 20 7408 4090
 Patrick Castle
 James Thomas
 Sophie Collins
 Panmure Liberum (joint corporate broker to Inspired)                      Tel: +44 (0) 20 3100 2000
 Edward Mansfield
 Satbir Kler
 Joshua Borlant
 Alma Strategic Communications (PR adviser to Inspired)                    Tel: +44 (0) 20 3405 0205
 Justine James
 Hannah Campbell
 Will Ellis Hancock

 

Ashurst LLP and Gateley plc are acting as legal advisers to Inspired.

Further information

Evercore Partners International LLP ("Evercore"), which is authorised and
regulated by the FCA in the UK, is acting exclusively as financial adviser to
Inspired and no one else in connection with the Offer and other 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 Offer, the content of this
announcement or any matter 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.

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. and Evercore 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.

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 documents or announcements in relation to the Offer 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.

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.

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 AIM 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.

 

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