REG - Inspired PLC - Proposed Retail Offer to raise up to £2 million

InspiredAnnouncement

16/12/2024 17:00

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RNS Number : 2843Q  Inspired PLC  16 December 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT
SECURITIES LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE
END OF THIS ANNOUNCEMENT.

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO,
AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF
INSPIRED PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY BY SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY,
AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES OF INSPIRED PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF 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 ("UK
MAR").

For immediate release

16 December 2024

Inspired plc

Proposed Retail Offer to raise up to £2 million

Inspired plc ("Inspired" or the "Company") (AIM: INSE), a leading
technology-enabled service provider delivering solutions to enable businesses
to transition to net-zero and manage their response to climate change,
announces a retail offer via the BookBuild Platform (the "Retail Offer") of
new ordinary shares of £0.0125  each ("Ordinary Shares") in the capital of
the Company (the "Retail Offer Shares") to raise gross proceeds (before fees
and expenses) of up to £2 million. Pursuant to the Retail Offer, up to
5,000,000 Retail Offer Shares will be made available at an issue price of 40
pence per Retail Offer Share (the "Issue Price").

The Proposed Retail Offer is part of the Fundraise through which the Company
is proposing to raise up to £28.25 million in aggregate, including (i) a
Placing with attached Warrants to raise gross proceeds (before fees and
expenses) of £21.25 million and (ii) the issue of £5 million in principal
amount of the Convertible Loan Notes. A separate announcement has been made
regarding the Fundraise earlier today by the Company (the "Fundraise
Announcement"). For the avoidance of doubt, the Retail Offer is not part of
the Placing and participants in the Retail Offer will not be entitled to
Warrants.

Capitalised terms not defined in this announcement (this "Announcement") have
the meanings given to them in the Fundraise Announcement.

The Issue Price represents a premium of approximately 1.3 per cent. to the
closing mid-market price of 39.5 pence per existing Ordinary Share on 13
December 2024, being the latest practicable date prior to the publication of
this Announcement.

The net proceeds from the Retail Offer are expected to be used for to
strengthen the Company's balance sheet as set out in the Fundraise
Announcement.

The Retail Offer is conditional upon, amongst other things, completion of the
Fundraise and the Placing Shares and the Retail Offer Shares being admitted to
trading on the AIM market ("AIM") operated by London Stock Exchange plc (the
"London Stock Exchange") ("Admission"). The issue of the New Ordinary Shares
remains subject to the passing of certain resolutions at a general meeting of
the Company to be held at Gateley Legal at Ship Canal House, 98 King Street,
Manchester M2 4WU on 7 January 2025 at 10.00 a.m.

Admission, settlement and dealings

Application will be made to the London Stock Exchange for the Retail Offer
Shares to be admitted to trading on AIM. Admission is expected to take place
at 8.00 a.m. on 8 January 2025 and dealings in the Retail Offer Shares are
expected to commence at 8.00 a.m. on 8 January 2025 or, in each case, such
later time and/or date as the Joint Bookrunners and the Company agree (being
in any event no later than 8.00 a.m. on 31 January 2025).

The Retail Offer Shares, when issued, will be credited as fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions declared, made or
paid after the date of issue.

The ISIN number of the Ordinary Shares is GB00BR2Q0V58. The TIDM is INSE.

The person responsible for arranging the release of this Announcement on
behalf of the Company is Paul Connor, Chief Financial Officer of the Company.

Expected timetable in relation to the Retail Offer

 Retail Offer opens                                                        5.00 p.m. on 16 December 2024
 Latest time and date for commitments under the Retail Offer               4.30 p.m. on 18 December 2024
 Results of the Retail Offer announced                                     On 19 December 2024
 Admission and commencement of dealings in the Retail Offer Shares on AIM  8.00 a.m. on 8 January 2025

The dates and times set out in the above timetable are indicative only and may
be subject to change.  Any changes to the expected timetable set out above
will be notified by the Company by announcement via a Regulatory Information
Service (as defined in the AIM Rules for Companies published by the London
Stock Exchange (as amended from time to time)). References to times are to
London times.

Dealing codes

 Ticker                         INSE
 ISIN for the Ordinary Shares   GB00BR2Q0V58
 SEDOL for the Ordinary Shares  BR2Q0V5

 

Retail Offer

The Company values its retail shareholder base, which has supported the
Company for many years. Given the support of retail shareholders, the Company
believes that it is appropriate to provide its retail shareholders in the
United Kingdom with the opportunity to participate in the Retail Offer. The
Company is therefore making the Retail Offer available in the United Kingdom
through the financial Intermediaries (as defined below) which will be listed,
subject to certain access restrictions, on the following website:
https://www.bookbuild.live/deals/W1LJ5Q/authorised-intermediaries
(https://www.bookbuild.live/deals/W1LJ5Q/authorised-intermediaries)

Shore Capital Stockbrokers Limited will be acting as retail offer coordinator
in relation to the Retail Offer (the "Retail Offer Coordinator").

Existing retail shareholders can contact their broker or wealth manager
("Intermediary") to participate in the Retail Offer. In order to participate
in the Retail Offer, each Intermediary must be on-boarded onto the BookBuild
Platform and agree to the final terms and the retail offer terms and
conditions, which regulate, amongst other things, the conduct of the Retail
Offer on market standard terms and provide for the payment of commission to
any Intermediary that elects to receive a commission and/or fee (to the extent
permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on
behalf of the Company).

Any expenses incurred by any Intermediary are for its own account. Investors
should confirm separately with any Intermediary whether there are any
commissions, fees or expenses that will be applied by such Intermediary in
connection with any application made through that Intermediary pursuant to the
Retail Offer.

The Retail Offer will be open to eligible investors in the United Kingdom at
5.00 p.m. on 16 December 2024. The Retail Offer is expected to close at 4.30
p.m. on 18 December 2024. Investors should note that Intermediaries may have
earlier closing times. The Retail Offer may close early if it is
oversubscribed.

If any Intermediary has any questions about how to participate in the Retail
Offer on behalf of existing retail shareholders, please contact BookBuild at
email: support@bookbuild.live (mailto:support@bookbuild.live) .

The Retail Offer the subject of this Announcement is and will, at all times,
only be made to, directed at, and may only be acted upon by, those persons who
are, shareholders in the Company. To be eligible to participate in the Retail
Offer, applicants must meet the following criteria before they can submit an
order for Retail Offer Shares: (i) be a customer of one of the participating
Intermediaries listed on the above website; (ii) be resident in the United
Kingdom; and (iii) be a shareholder in the Company (which may include
individuals aged 18 years or over, companies and other bodies corporate,
partnerships, trusts, associations and other unincorporated organisations and
includes persons who hold their shares in the Company directly or indirectly
through a participating Intermediary). For the avoidance of doubt, persons who
only hold CFDs, spreadbets and/or similar derivative instruments in relation
to shares in the Company are not eligible to participate in the Retail Offer.

The Company reserves the right to scale back any order at its discretion. The
Company reserves the right to reject any application for subscription under
the Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an Intermediary, it cannot be withdrawn.

The Retail Offer Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares including
the right to receive all dividends and other distributions declared, made or
paid after their date of issue.

The Retail Offer is an offer to subscribe for transferable securities, the
terms of which ensure that the Company is exempt from the requirement to issue
a prospectus under Regulation (EU) 2017/1129 as it forms part of domestic law
in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.
It is a term of the Retail Offer that the aggregate total consideration
payable for the Retail Offer Shares will not exceed £2,000,000.00 (or the
equivalent in Euros). The exemption from the requirement to publish a
prospectus, set out in section 86(1)(e) of the Financial Services and Markets
Act 2000 (as amended), will apply to the Retail Offer.

The Retail Offer is not being made into any jurisdiction other than the United
Kingdom or to US Persons (as defined in Regulation S of the US Securities Act
1933, as amended).

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the Retail Offer, and investors'
commitments will be made solely on the basis of the information contained in
this Announcement and information that has been published by or on behalf of
the Company prior to the date of this Announcement by notification to a
Regulatory Information Service in accordance with the Financial Conduct
Authority's (the "FCA") Disclosure Guidance and Transparency Rules and UK MAR.

There is a minimum subscription of £100.00 per investor under the terms of
the Retail Offer which is open to investors in the United Kingdom subscribing
via the Intermediaries which will be listed, subject to certain access
restrictions, on the following website:
https://www.bookbuild.live/deals/W1LJ5Q/authorised-intermediaries
(https://www.bookbuild.live/deals/W1LJ5Q/authorised-intermediaries)

There is no maximum application amount to apply in the Retail Offer. The terms
and conditions on which investors subscribe will be provided by the relevant
Intermediaries including relevant commission or fee charges.

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this Announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for Retail Offer Shares and an
investment in the Company carries a number of risks. Investors should take
independent advice from a person experienced in advising on investment in
securities such as the Retail Offer Shares if they are in any doubt.

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested. Neither past performance nor any forecasts
should be considered a reliable indicator of future results.

The person responsible for arranging the release of this Announcement on
behalf of the Company is Paul Connor, Chief Financial Officer of the Company.

For further information please contact:

 

For further information please contact:

 Inspired PLC
 Mark Dickinson, Chief Executive Officer    +44 (0) 1772 689 250
 Paul Connor, Chief Financial Officer
 David Cockshott, Chief Commercial Officer

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

 James Thomas

 Sophie Collins

 Panmure Liberum (Joint Broker)             +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

 Bookbuild                                  +44 203 970 5545
 Paul Brotherhood                           paul (mailto:paul@investormeetcompany.com) @investormeetcompany.
                       (mailto:paul@investormeetcompany.com) com
                       (mailto:paul@investormeetcompany.com)

Further information on the Company can be found on its website at:
www.inspiredplc.co.uk
(https://url.avanan.click/v2/___http:/www.inspiredplc.co.uk___.YXAxZTpzaG9yZWNhcDphOm86ZTIzOTEwNWEwMGMwNjdhYWIxMjY0MzE5MGYwOTQwMTg6Njo0MTY5OmZhYmM0ZTEwMTY3ZjYzZmZlNjdmN2IzYWU0YmQ4YzA3ZmI2N2Y3YjZmNTQ1NjhlYTk1M2RmZjcyOWU1ODBhZTY6cDpUOk4)

The Company's LEI is 2138009UAKLCYEQPM829.

This Announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

Important Notices

The Retail Offer is only open to investors in the United Kingdom who fall
within Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (which includes an existing member of the
Company).

This Announcement and the information contained herein is restricted and is
not for release, publication or distribution, in whole or in part, directly or
indirectly, to US persons or into the United States (including its territories
and possessions, any state of the United States and the District of Columbia
(the "United States" or "US")), Australia, Canada, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so would constitute a breach of the relevant securities laws of such
jurisdiction.

The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States or to or for the
account or benefit of any US person (within the meaning of Regulation S under
the US Securities Act) (a "US Person"). No public offering of the Retail
Offer Shares is being made in the United States. The Retail Offer Shares are
being offered and sold outside the United States in "offshore transactions",
as defined in, and in compliance with, Regulation S under the US Securities
Act. In addition, the Company has not been, and will not be, registered under
the US Investment Company Act of 1940, as amended.

This Announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in the
United States, Australia, Canada, Japan, the Republic of South Africa, any
member state of the EEA or any other jurisdiction in which such offer or
solicitation is or may be unlawful. No public offer of the securities referred
to herein is being made in any such jurisdiction.

The distribution of this Announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

Shore Capital Stockbrokers Limited ("SCS") is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively for the Company and for no
one else and will not regard any other person (whether or not a recipient of
this Announcement) as its client in relation to the Retail Offer and will not
be responsible to anyone other than the Company for providing the protections
afforded to its clients, nor for providing advice in connection with the
Retail Offer, Admission and the other arrangements referred to in this
Announcement.

Panmure Liberum Limited (together with SCS, the "Banks") is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively for the
Company and for no-one else and will not regard any other person (whether or
not a recipient of this Announcement) as its client in relation to the Retail
Offer and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for providing advice in
connection with the Retail Offer, Admission and the other arrangements
referred to in this Announcement.

The value of the Ordinary Shares and the income from them is not guaranteed
and can fall as well as rise due to stock market and currency movements. When
you sell your investment, you may get back less than you originally invested.
Figures refer to past performance and past performance is not a reliable
indicator of future results. Returns may increase or decrease as a result of
currency fluctuations.

Certain statements in this Announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this
Announcement and cannot be relied upon as a guide to future performance. Each
of the Company and the Banks expressly disclaims any obligation or undertaking
to update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the FCA,
the London Stock Exchange or applicable law.

The information in this Announcement is for background purposes only and does
not purport to be full or complete. None of the Banks nor any of their
respective affiliates, accepts any responsibility or liability whatsoever for,
or makes any representation or warranty, express or implied, as to this
Announcement, including the truth, accuracy or completeness of the information
in this Announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Each of the Banks and their respective affiliates, accordingly
disclaims all and any liability whether arising in tort, contract or otherwise
which it might otherwise be found to have in respect of this Announcement or
its contents or otherwise arising in connection therewith.

Any indication in this Announcement of the price at which the Ordinary Shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this Announcement is intended to be a
profit forecast or estimate and no statement in this Announcement should be
interpreted to mean that earnings or target dividend per share of the Company
for the current or future financial years would necessarily match or exceed
the historical published earnings or dividends per share of the Company.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.

The Retail Offer Shares to be issued pursuant to the Retail Offer will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.

INFORMATION TO DISTRIBUTORS

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of investors
who meet the criteria of retail investors and investors who meet the criteria
of professional clients and eligible counterparties, each as defined in
paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all
permitted distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Retail Offer Shares may decline and investors could lose all
or part of their investment; the Retail Offer Shares offer no guaranteed
income and no capital protection; and an investment in the Retail Offer Shares
is compatible only with investors who do not need a guaranteed income or
capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is without
prejudice to any contractual, legal or regulatory selling restrictions in
relation to the Retail Offer.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Retail Offer.

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Retail Offer
Shares and determining appropriate distribution channels.

 

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