REG - Inspired PLC HGGC, LLC - Update on financing

InspiredAnnouncement

22/07/2025 09:00

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RNS Number : 0474S  Inspired PLC  22 July 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

 

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

22 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)

 

UPDATE ON FINANCING

 

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 "Offer").

 

The offer document in relation to the 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 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").

 

Entry into new financing arrangements

 

As stated in the Offer Document, the existing third party indebtedness of
Inspired is expected to become repayable following completion of the Offer.
Therefore, the Offer Document also stated that, prior to the Offer becoming or
being declared Unconditional, Bidco expected to procure that alternative debt
funding is provided by certain third party lenders to Inspired to refinance
all or part of Inspired's existing third party indebtedness.

 

In connection with the Offer by Bidco, Inspired announces that, on 21 July
2025, Inspired (amongst others) entered into: (i) a senior facilities
agreement pursuant to which Barings European Private Loans 3 S.a.r.l., Barings
European Private Loans 3A S.a.r.l., Barings Perpetual European Direct Lending
HoldCo 1 S.a.r.l., BCF Europe Funding Limited, BCF Senior Funding I Designated
Activity Company, Barings Segregated Direct Lending HoldCo 3 S.a.r.l., Barings
Segregated Direct Lending HoldCo 4 S.a.r.l., Barings Segregated Direct Lending
HoldCo 1 S.a.r.l., MassMutual Ascend Life Insurance Company, Massachusetts
Mutual Life Insurance Company and Barings Segregated Direct Lending HoldCo 2
S.a.r.l. (the "Lenders") undertake to make the senior and super senior
facilities available to a subsidiary of the Company to be incorporated
("Finco"), (ii) an intercreditor agreement, (iii) a fee letter entered into
between the Lenders and the Company (the "Fee Letter") and (iv) an agency and
security agency fee letter (the "Finance Documents").

 

Under the terms of the Finance Documents, the Lenders have agreed to make
available to Finco as borrower: (i) a senior secured term loan facility in an
aggregate principal amount equal to £75,000,000 (the "Term Loan Facility"),
(ii) a senior secured capex and acquisition facility in an aggregate principal
amount equal to £20,000,000 (the "Capex/Acquisition Facility", together with
the Term Loan Facility, the "Term Facilities") and (iii) a revolving credit
facility in a principal amount of up to £25,000,000 (the "Revolving Credit
Facility", together with the Term Loan Facility and the Capex/Acquisition
Facility, the "Facilities").

 

The availability of the Facilities is subject to customary conditions
precedent including the Offer becoming or being declared unconditional. The
obligations of the Company and its subsidiaries, and the restrictions on the
Company and its subsidiaries, contained in the Finance Documents, including
the provisions summarised below, do not take effect until and are conditional
upon the Offer becoming or being declared Unconditional.

 

The final repayment date of the Term Facilities is the date which falls 7
years after the date on which the Term Loan Facility is first drawn (the
"Closing Date"). The Revolving Credit Facility is provided by the Lenders for
an initial period of 6 months after the Closing Date. To the extent any loans
drawn under the Revolving Credit Facility are not refinanced with a longer
term Revolving Credit Facility which may be provided by one or more banks or
other lenders, then such loans will be converted into loans under the
Capex/Acquisition Facility with the same final repayment date as the
Capex/Acquisition Facility.

 

The rate of interest payable on each loan drawn under the Facilities is the
aggregate of the applicable margin plus SONIA (for GBP) or the relevant
reference rate (for other currencies) (as applicable).

 

Underwriting fees and upfront fees, among other fees, are also payable under
the terms of the Finance Documents and ancillary documentation.

 

The secured parties receive the benefit of guarantees and security from the
Company and its subsidiaries including an English law fixed and floating
charge debenture to be provided by the Company, and upon its accession to the
Finance Documents, Finco.

 

The Finance Documents contain customary representations and warranties,
financial maintenance covenants, affirmative and negative covenants (including
covenants in respect of financial indebtedness, disposals, guarantees, loans,
security, dividends and share redemptions and acquisitions and mergers),
indemnities and events of default, each with appropriate carve-outs and
materiality thresholds and applicable to the Company and its subsidiaries.

 

A copy of this announcement and the Finance Documents will be available on
Inspired's website at https://inspiredplc.co.uk/investors/
(https://inspiredplc.co.uk/investors/) and Bidco's website at
www.hggc.com/announcement (http://www.hggc.com/announcement) by no later than
12 noon on the business day following the date of this announcement.

 

For the avoidance of doubt, the Finance Documents have been entered into only
in connection with the Offer by Bidco and not the Regent Offer. The
obligations of the Company and its subsidiaries, and the restrictions on the
Company and its subsidiaries, contained in the Finance Documents will only
become effective if the Offer by Bidco becomes or is declared unconditional,
and will not become effective if the Regent Offer becomes or is declared
unconditional.

 

Acceptance procedure

 

Inspired Shareholders who have not yet accepted the 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 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 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 Offer nor give any
financial, legal or tax advice.

Enquiries:

 Inspired PLC                                                              Tel: +44 (0)1772 689 250

 Mark Dickinson, CEO

 Paul Connor, CFO
 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
 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

 

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

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

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.

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.

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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