REG - Inspired PLC - Publication of Circular

InspiredAnnouncement

20/12/2024 12:15

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RNS Number : 9732Q  Inspired PLC  20 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 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.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES AND DOES NOT CONSTITUTE A
PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER IN RESPECT OF ANY SECURITIES AND
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, FORMS OR IS
INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION IN RESPECT OF INSPIRED
GROUP PLC OR OTHER EVALUATION OF ANY SECURITIES OF INSPIRED PLC OR ANY OTHER
ENTITY AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT ANY INVESTOR
SHOULD SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES.

For immediate release

20 December 2024

Inspired plc

Publication of Circular

 

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, is
pleased to announce that, further to its announcement regarding the
Fundraising made on 16 December 2024 (the "Launch Announcement") and the
subsequent announcements on 17 December 2024 and 19 December 2024 giving the
results of the Placing and Retail Offer respectively, it has today published
the Circular. The Circular is also being posted to Shareholders today.

The Circular contains details of the Fundraise and the general meeting of the
Company to be held at the offices of Gateley Legal at Ship Canal House, 98
King Street, Manchester M2 4WU at 10.00 a.m. on 7 January 2025 (the "General
Meeting") in order to pass the Resolutions, including the Rule 9 Waiver
Resolution. The Circular will shortly be available on the Company's website at
www.inspiredplc.co.uk (//www.inspiredplc.co.uk) .

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

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

 

Important Notices

SCC which is authorised and regulated in the UK by the FCA, is acting as
nominated adviser to the Company in connection with the matters described in
this Announcement and is not acting for any other persons in relation to the
Fundraise and Admission. SCC is acting exclusively for the Company and for no
one else in relation to the contents of this Announcement and persons
receiving this Announcement should note that SCC will not be responsible to
anyone other than the Company for providing the protections afforded to
clients of SCC or for advising any other person on the arrangements described
in this Announcement. The responsibilities of SCC as the Company's nominated
adviser under the AIM Rules and the AIM Rules for Nominated Advisers are owed
solely to the London Stock Exchange and are not owed to the Company or to any
Director, Shareholder, holder of Convertible Loan Notes or other person in
respect of their decision to acquire shares in the capital of the Company or
Convertible Loan Notes in reliance on any part of this Announcement, or
otherwise.

 

SCS which is authorised and regulated in the UK by the FCA, is acting as joint
bookrunner to the Company in connection with the matters described in this
Announcement and is not acting for any other persons in relation to the
Fundraise and Admission. SCS is acting exclusively for the Company and for no
one else in relation to the contents of this Announcement and persons
receiving this Announcement should note that SCS will not be responsible to
anyone other than the Company for providing the protections afforded to
clients of SCS or for advising any other person on the arrangements described
in this Announcement.

 

Panmure Liberum which is authorised and regulated in the UK by the FCA, is
acting as joint bookrunner to the Company in connection with the matters
described in this Announcement and is not acting for any other persons in
relation to the Fundraise and Admission. Panmure Liberum is acting exclusively
for the Company and for no one else in relation to the contents of this
Announcement and persons receiving this Announcement should note that Panmure
Liberum will not be responsible to anyone other than the Company for providing
the protections afforded to clients of Panmure Liberum or for advising any
other person on the arrangements described in this Announcement

 

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Joint Bookrunners or by any of their respective Representatives as to,
or in relation to, the accuracy or completeness of this Announcement or any
other written or oral information made available to or publicly available to
any interested party or its advisers, and any liability therefore is expressly
disclaimed.

 

This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of Inspired's plans and its current goals
and expectations relating to its future financial condition, performance,
strategic initiatives, objectives and results. Forward-looking statements
sometimes use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "seek", "may", "could",
"outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of Inspired,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which Inspired and its affiliates operate,
the effect of volatility in the equity, capital and credit markets on Inspired
's profitability and ability to access capital and credit, a decline in
Inspired 's credit ratings; the effect of operational risks; and the loss of
key personnel. As a result, the actual future financial condition, performance
and results of Inspired may differ materially from the plans, goals and
expectations set forth in any forward-looking statements. Any forward-looking
statements made in this Announcement by or on behalf of Inspired speak only as
of the date they are made. Except as required by applicable law or regulation,
Inspired expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in this
Announcement to reflect any changes in Inspired 's expectations with regard
thereto or any changes in events, conditions or circumstances on which any
such statement is based.

 

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 per share of Inspired for the current or future financial years
would necessarily match or exceed the historical published earnings per share
of Inspired.

 

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.

 

Investors who have chosen to participate in the Fundraise, by making or
accepting an oral, electronic or written and legally binding offer to acquire
Placing Shares and/or Convertible Loan Notes, will be deemed to have read and
understood this Announcement in its entirety and to be making an offer and
acquiring the Placing Shares and/or Convertible Loan Notes on the terms and
subject to the conditions contained herein and to be providing the
confirmations, representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.

 

The Placing Shares and attached Warrants have not been approved or disapproved
by the US Securities and Exchange Commission, any state securities commission
or other regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the merits of the Placing or the
accuracy or adequacy of this Announcement. Any representation to the contrary
is a criminal offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of any
province or territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained from the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the Placing Shares and
attached Warrants; and the Placing Shares and attached Warrants have not been,
nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of the United States,
Australia, Canada, the Republic of South Africa or Japan.  Accordingly, the
Placing Shares and attached Warrants may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction outside the United
Kingdom or the EEA.

 

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

 

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